TERMS AND CONDITIONS

PASSPORT LABS, INC. TERMS OF USE

Last Updated: January 6, 2025

Effective Date: June 22, 2020

IMPORTANT NOTICE:  SECTION 17 OF THIS AGREEMENT CONTAINS IMPORTANT PROVISIONS FOR RESOLVING DISPUTES THROUGH MANDATORY ARBITRATION AND A CLASS ACTION WAIVER. THIS SECTION AFFECTS YOUR LEGAL RIGHTS AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. PLEASE READ CAREFULLY.

These Terms of Use (“Terms”) set forth a legally binding agreement between you and Passport Labs, Inc. and its corporate affiliates, subsidiaries, and divisions as may change from time to time (collectively, “Passport,” “we,” “us,” and “our”). These Terms govern your access to and use of our websites, mobile applications (the “Apps” or each individually an “App”), and any other online services in which these Terms are displayed (collectively, the “Services”). Your access to and use of the Services are conditioned on your acceptance of and compliance with these Terms. By accessing or using the Services you, your heirs, assigns, and successors (collectively, “you” or “your”) are indicating that you have read, understand, and agree to be bound by these Terms. For the avoidance of doubt, we offer a variety of Services so sometimes additional terms may apply. Additional terms will be available with the relevant Services, and those additional terms will also become part of your agreement with us, if you use those Services. If you are using the Services on behalf of a Partner (as defined below), that separate agreement shall control in the event of any conflict with these Terms; all other non-conflicting provisions in these Terms shall apply to your use of the Services.  

By accessing or using the Services or other elements of the Services, YOU AGREE TO BE BOUND by these Terms and our Privacy Policy. Please read them both carefully.  If you do not want to accept all the terms, conditions and notices of these Terms, you must immediately discontinue your use and access of the Services.

  1. Use of Services, Eligibility and Scope.
    The Services provided by Passport include transportation management services. Passport works with transit agencies, local governments and interlocal agencies or partnerships, tolling agencies, colleges, universities, hospital systems, and other public and private operators (each a “Partner” and collectively “Partners”) to facilitate transportation management, such as parking and toll payment. We are a technology company. We do not own, operate, or maintain any parking facility. Parking facilities are operated by third-party Partners. Parking restrictions (i.e. no parking signs) take precedence over any information that you receive from us. All applicable parking rules and regulations apply to you, and your use of the Services does not excuse you from following the rules.

    You may use our Services only if you can legally form a binding contract with us, and only in accordance with these Terms and all applicable laws, including all local, state, national, and international laws, rules, and regulations. You can’t use our Services if it would be prohibited by U.S. sanctions. Any use or access by anyone under the age of 18 is not allowed.

    Subject to your compliance with these Terms, you may access and use our Services. In using our Services, you must comply with all applicable laws and any other documentation, guidance, or policies we make available to you. Our Services may allow you to download software to your phone, tablet, or other device, such as mobile applications, which may update automatically to ensure you’re using the latest version. You agree that we may automatically update that software, and these Terms will apply to any updates.

    The software within our Apps and Services may include open source software that is governed by its own licenses that we’ve made available to you. Further, our Services may include third party software, products, or services and such third-party services are subject to their own terms, and we are not responsible for them.

    If Passport has previously prohibited you from accessing or using the Services, you are not permitted to access or use the Services except as may subsequently be permitted in Passport’s sole discretion.

  2. Restricted Activities.
    You may not use our Services for any illegal, harmful, tortious or abusive activity. For example, you may not: (1) use our Services in a way that infringes, misappropriates or violates anyone’s rights; (2) modify, copy, lease, sell or distribute any of our Services; (3) attempt to or assist anyone to reverse engineer, decompile or discover the source code or underlying components of our Services, including but not limited to our models, algorithms, or systems (except to the extent this restriction is prohibited by applicable law); (4) automatically or programmatically extract data; (5) interfere with or disrupt our Services, including circumvent any rate limits or restrictions or bypass any protective measures or safety mitigations we put on our Services or upload or otherwise transmit any material that contains viruses or any other computer code, files, or programs which might interrupt, limit, or interfere with the functionality of any computer software or hardware or telecommunications equipment ; (6) use the Services for any commercial purpose not expressly approved by Passport in writing; (7) use another person’s Account (as defined below), impersonate any person or entity; or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Services; or (8) undertake any activity or engage in any conduct that is inconsistent with the business or purpose of the Services or that would be intentionally deceitful or fraudulent.
  3. Your Passport Account and Registration.
    You may be required to register for a password-protected account (“Account”) to use parts of the Services. You must provide accurate, current, and complete information during registration and at all other times when you use the Services, and update information to keep it accurate, current, and complete. Among other things, you may be required to add vehicles to your Account. By adding a vehicle, you represent and warrant that you are authorized to add such a vehicle to your Account, that all vehicles are registered and insured per applicable law, and that all drivers of such vehicle are properly licensed to operate such vehicle. You may add or remove a vehicle from your Account at any time. We reserve the right to prohibit certain vehicles from being added to an Account. We may request additional information from you to authenticate your Account.

    You may not share your Account credentials or make your Account available to anyone else and are responsible for all activities that occur under your Account. If you create an account or use the Services on behalf of another person or entity, you must have the authority to accept these Terms on their behalf. You are solely responsible for safeguarding your Account credentials and authentication measures, including your password or personal identification number (“PIN”). Your PIN is a four-digit number of your choice that you may create at the time of creating your Account and will use to log in to your Account with. We encourage you to use a strong Account password or PIN. You are solely responsible for all activity that occurs on your Account, and we may assume that any activity under your Account has been initiated by you. You must notify Passport immediately of any breach of security or unauthorized use of your Account. Passport will not be liable, and you may be liable for losses, damages, liability, expenses, and lawyers’ fees incurred by Passport or a third party arising from someone else using your Account regardless of whether you have notified us of such unauthorized use. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your Account.

    You may deactivate your account at any time by visiting the Passport webpage, logging into your account, viewing the profile tab and selecting “deactivate account.” Once submitted, follow any additional prompts therein to complete the deactivation process.

  4. Limited License to Use our Services.

    Subject to your compliance with these Terms, Passport grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use our Apps and Services on your personal device solely in connection with your use of the Services; 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 Passport and any of Passport’s licensors.

    Passport further reserves the right to modify, suspend, or terminate the Services at any time in its sole discretion. Any unauthorized use of the Services terminates the permission or license granted by Passport under these Terms. Upon revocation or termination, you may not access or use the Services, and you must delete all copies of our App or other software from your devices.

  5. Modifications to Terms or Services.
    We are continuously working to develop and improve our Services and we may add or remove functionalities or features, and we may suspend or stop a Service altogether. We may update these Terms or our Services accordingly from time to time. For example, we may make changes to these Terms or the Services due to:

    • Changes to the law or regulatory requirements.
    • Security or safety reasons.
    • Circumstances beyond our reasonable control.
    • Changes we make in the usual course of developing our Services.
    • To adapt to new technologies.
    • To accommodate our user’s needs, the needs of our Partners, or our business priorities.

      The most current version will always be on this page and is effective immediately upon being posted. If the revision, in Passport’s sole discretion, is material under applicable law, we will notify you via posting to our website or by other means in accordance with applicable legal requirements. Except as set forth in the “Arbitration and Class Action Waiver” Section below, or as otherwise provided by law, by continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.

  6. Account Suspension and Termination.
    We may, in our discretion, with or without cause, with or without prior notice and at any time, decide to limit, block, suspend, deactivate, or cancel your Account in whole or in part. We may also temporarily or permanently prohibit you or any other user from adding a particular vehicle to an account. Without limiting the foregoing, we may terminate your Account if we suspect fraud, such as if you engage in excessive use of chargebacks on your payment method. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password or PIN will be disabled, and/or you will not be able to access the Services or receive assistance from Passport support teams; and (b) if appropriate in our sole discretion, we may communicate to third parties that your Account has been terminated, blocked, suspended, deactivated, or cancelled, and why this action has been taken.

    You are free to stop using our Services at any time. You may cancel your use of the Services and/or terminate your Account at any time by visiting the Passport webpage. Please note that if your Account is cancelled, we do not have an obligation to delete or return to you any Account records or activity, unless otherwise required, and only to the extent required, under applicable law.

  7. Payment.
    Our Services may require payments from you for the services you receive, such as when you use the Services to pay for parking, tolls, or transportation fares, or where we offer you the ability to pay citations or purchase permits through the Services. The payment required shall be displayed to you through the Services and we will use reasonable efforts to inform you of any charges that may apply to you, provided that you will be responsible for charges incurred under your Account regardless of your awareness of such charges or the amounts thereof.

    You understand that only certain forms of payment may be accepted, and these acceptable forms of payment are subject to change at any time. You may provide us with a method of payment, and by doing so, you represent and warrant that you are authorized to use that method of payment. You may add or delete stored payment credentials directly through your Account.

    You are responsible for all activity in your Account, including payment transactions. When a payment transaction is initiated in your Account, you authorize us to process the applicable fees by charging any payment method you provide us or deducting the fees from any funds you have stored with us. If you do not have a valid form of payment transaction, you will not have access to all Services. We are not responsible if your access to the Services is limited based on inaccurate payment credentials. We also reserve the right to suspend or terminate your Account if your payment method is declined or if we suspect any fraud on your Account.

    We use a third-party payment provider for processing payment transactions. By using the payment services, you may be subject to additional terms and conditions of the third party payment processor that are different and in addition to these Terms. You are responsible for reading those terms carefully. With respect to the third party payment provider, any charges you incur for use of the Services may be owed directly to the third party provider, and Passport may 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.

    The third-party payment provider may impose insufficient funds, charges or other fees. We are not responsible for your interactions with third-party payment providers or for any charges or fees they may impose. When you use any of the Services that require payment, a temporary pre-authorization hold may be placed on your designated payment method to verify that the card is valid and has funds available for your intended purchase. The amount of this pre-authorization hold may be greater or less than the order total for your transaction. Your payment will be captured up to 24 hours after your order is completed or cancelled. In the event that the pre-authorization is greater than the final amount, the difference will be released after your order is completed or cancelled; depending on your bank, it may take up to 5 Business Days to receive access to these released funds. If you would like to use a different payment method or if there is a change in payment method, please visit your account settings to update your billing information.

    Passport is not able to make any adjustments or refunds once any payment is made through our Services, including once a parking session has been submitted. For any questions on adjustments or refunds you must reach out to the applicable Partner or parking operator for additional information.

    In using Passport, you may have the option to use our ‘Passport Wallet’ function. Please note that Passport Wallet availability and offers vary based on location and you may not be entitled to access such Services. To fund wallet, you must initiate your first parking session and you will have the option to load the Passport Wallet during the payment selection step. Your use of Passport Wallet is governed by these Terms along with the Passport Wallet specific terms incorporated herein.

  8. Intellectual Property.
    Passport owns all rights, title, and interest in and to the Services, which are protected by copyright, trademark, patent, trade secret and other intellectual property and proprietary rights laws. You may not use our trademarks, service marks, name or logo without our permission.

    We reserve all of our intellectual property rights in the Services. Trademarks and logos used in connection with the Services are the trademarks of their respective owners. Passport, and its logos and other Passport trademarks, service marks, graphics and logos used for our Services are trademarks or registered trademarks of Passport Labs, Inc. Except as explicitly provided herein, nothing in these Terms gives you a right to use the Passport name or any of the Passport trademarks, logos, domain names and other distinctive brand features. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective owners.

    Any feedback, comments, questions, or suggestions (collectively, “Feedback”) you may provide regarding the Services is entirely voluntary, and we will be free to use such feedback, comments or suggestions without any obligation to you. By sending us any Feedback, which may include via “app store” channels, such as the Apple App Store and Google Play Store, you further (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback; (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development; (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute, and sublicense the Feedback; and (iv) irrevocably waive, and cause to be waived, against Passport any claims and assertions of any moral rights contained in such Feedback. These provisions regarding Feedback shall survive any termination of your Account or the Services.

  9. Third-Party Resources.
    The Services may contain information and content, or be dependent or incorporate products or services, provided by third parties and may contain links to third-party websites, mobile applications, software, and other resources that are not owned or controlled by Passport, including those maintained by governmental entities, and we have not control over the content of those third-party sites (“Third-Party Resources”). Passport is not responsible for the availability, accuracy, content, products, or services of such Third-Party Resources, including those that are framed within the Services, provided as search results, or third-party advertisements and does not endorse and is not responsible or liable for such Third-Party Resources. These links and resources do not imply any endorsement by Passport, and Passport does not endorse or assume any responsibility for any such Third-Party Resources. Further, links to Third Party Resources do not imply that we sponsor, endorse, are affiliated or associated with, or are legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that any linked site is authorized to use any trademark, trade name, logo or copyright symbol of us. If you access a Third-Party Resource from the Services, including websites, mobile applications, or resources maintained by governmental entities, you do so at your own risk, and you understand that these Terms and the Privacy Policy do not apply to your use of such Third-Party Resources. We do not recommend, guarantee, or endorse any third-party material, information, opinions, procedures, or other information, services, or products that may be seen by using the Services.

    You understand that your use of Third-Party Resources may be subject to other terms and conditions imposed by third parties. You expressly relieve Passport from any and all liability arising from your use of any Third-Party Resources. You acknowledge and agree that Passport is not responsible or liable for: (i) the availability or accuracy of such Third-Party Resources; or (ii) the content, products, or services on or available from such Third-Party Resources.

  10. Electronic Communications.
    By agreeing to these Terms, using the Apps, and replying to any applicable short code, you are acknowledging your “written” consent in accordance with the Disclosure and Consent to the Use of Electronic Communication attached hereto, to be contacted via electronic communication about your use of our products and Services including, but not limited to, for purposes of payment or service notifications, security, and two factor authentication, at the phone number or email address you have provided.

    In some cases, you may be provided the opportunity or option to pay for the Services via text message (the “Text2Pay Offering”). To the extent such option is available, instructions will be provided either via the App or through signage posted at the applicable parking destination where such Text2Pay Offering is available. Please follow the instructions as provided. If you need help, please contact Passport at 704-837-8066 or support@passportinc.com for assistance; however, if you have any questions about your SMS or data plan, it is best to contact your wireless provider.

    You may modify your notification preference at any time. Reasonable commercial efforts will be used to deliver automated text messages to the mobile number you provide; provided, however, neither Passport nor any carrier is liable for delayed or undelivered messages. Third-party message and data rates may apply for any messages sent, delivered, or received. Message frequency is one message per request.

  11. 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. We do not guarantee that the Services 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.

    We reserve the right to discontinue support of a current version of software if, in our sole opinion, it suffers from a security flaw or other flaw that makes it unsuitable for our use. Certain Services of Passport operate through a mobile operating system and certain operating system versions provide the best experience, while prior versions of certain operating systems may not function as intended. You are responsible for updating compatible operating systems as necessary to access and use the Services and any updates. Passport does not guarantee the functionality of the Services on any operating system.

  12. Application Terms.
    Apple. If the Services that you use include a mobile application that you download, access and/or use and that runs on Apple’s iOS operating system (an “iOS App”), you acknowledge and agree that: the iOS App may only be accessed and used on a device owned or controlled by you and using Apple’s iOS operating system and subject to Apple’s usage rules and requirements; these Terms are between you and Passport, and not with Apple; Apple is not responsible for the Services and the content therein; Apple has no obligation at all to provide any support or maintenance services in relation to the iOS App, and if you have any maintenance or support questions in relation to the iOS App, please contact Passport, not Apple; except as otherwise expressly set forth in these Terms, any claims relating to the possession or use of the iOS App are between you and Passport (and not between you, or anyone else, and Apple); in the event of any claim by a third party that your possession or use (in accordance with these Terms) of the iOS App infringes any intellectual property rights, Apple will not be responsible or liable to you in relation to that claim; and although these Terms are entered into between you and Passport (and not Apple), Apple, as a third-party beneficiary under these Terms, will have the right to enforce them against you.

    In addition, you represent and warrant that: you are not, and will not be, located in any country that is the subject of a United States Government embargo or that has been designated by the United States Government as a “terrorist supporting” country; and you are not listed on any United States Government list of prohibited or restricted parties; and if the iOS App does not conform to any warranty applying to it, you may notify Apple, which will then refund the purchase price of the iOS App (if any) to you. Subject to that, and to the maximum extent permitted by law, Apple does not give or enter into any warranty, condition or other term in relation to the iOS App and will not be liable to you for any claims, losses, costs or expenses of whatever nature in relation to the iOS App or as a result of you or anyone else using the iOS App or relying on any of its content.

    Google. If the Services that you use include a mobile application that you download, access, and/or use from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that these Terms are between you and Passport only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) Passport, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or the Terms; and (vi) you acknowledge and agree that Google is a third party beneficiary to the Terms as it relates to Passport’s Google-Sourced Software.

    Other Operating Systems. If the Services that you use include a mobile application that you download, access and/or use and that runs on another operating system not listed herein, you acknowledge that these terms are between you and Passport only and your use and download of the Services comply with such operators’ terms of service, as applicable.

  13. Security.
    Use of the Services is governed by Passport’s Privacy Policy which provides important information and notices concerning Passport’s collection, use, and disclosure of information collected through the Services.

    We care about the security of our users. While we work to protect the security of your content and account, we can’t guarantee that unauthorized third parties won’t be able to defeat our security measures. We ask that you keep your Account information and PIN secure. Please notify us immediately of any unauthorized use of your account.

  14. Disclaimer of Warranties.
    Your access to and use of the Services is at your own risk. YOU UNDERSTAND AND AGREE THAT OUR SERVICES ARE PROVIDED “AS IS.” AND “AS AVAILABLE” EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO WARRANTIES OF ANY KIND (WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE) WITH RESPECT TO THE SERVICES, AND DISCLAIM ALL WARRANTIES INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE, OR THAT ANY CONTENT WILL BE SECURE OR NOT LOST OR ALTERED.

    YOU ACCEPT AND AGREE THAT ANY USE OF OUR SERVICE IS AT YOUR SOLE RISK AND YOU WILL NOT RELY ON ANY SERVICE AS A SOLE SOURCE OF TRUTH OR FACTUAL INFORMATION, OR AS A SUBSTITUTE FOR PROFESSIONAL ADVICE.

    We make no warranty and disclaim all responsibility and liability for the completeness, accuracy, availability, timeliness, security, or reliability of the Services or any content thereon, including that of any Partners. Passport will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services. You also agree that Passport has no responsibility or liability for its deletion of, or the failure to store, retain, or transmit, any records related to your Account. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Passport or through the Services, will create any warranty not expressly made herein.

    The Services are controlled and operated from Passport’s facilities in the United States. Passport makes no representations that the Services are appropriate or available for use in locations other than the United States, Canada, or the United Kingdom. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States, Canada, and the United Kingdom.

  15. Limitation of Liability.
    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER WE NOR ANY OF OUR SUBSIDIARIES OR AFFILAITES, AND ANY RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, MEMBERS, MANAGERS OR DIRECTORS WILL BE LIABLE TO ANY PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE), INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

    For the avoidance of doubt, we are acting solely as the agent of our Partners and are not responsible or liable for any issuance or enforcement of any Services provided for on behalf of such Partners.

    Some countries and states do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, these Terms only limit our responsibilities to the maximum extent permissible in your country of residence.

    You acknowledge and agree that the limitations set forth above are fundamental elements of these Terms, and the Services would not be provided to you absent such limitations.

  16. Indemnification.
    TO THE FULL EXTENT PERMITTED BY LAW, YOU AGREE TO RELEASE, DEFEND, INDEMNIFY, AND HOLD PASSPORT AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, HARMLESS FROM AND AGAINST ANY THIRD PARTY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL AND ACCOUNTING FEES, ARISING OUT OF OR IN ANY WAY CONNECTED WITH (A) YOUR VIOLATION OF THESE TERMS; (B) YOUR VIOLATION OF ANY LOCAL, STATE, FEDERAL, OR INTERNATIONAL LAW, RULE, OR REGULATION; (C) ANY MISREPRESENTATION MADE BY YOU; (D) YOUR AUTHORIZATION OF ANYONE ELSE TO USE YOUR PASSWORD OR ACCOUNT OR (E) YOUR VIOLATION OF ANY PARTNERS’ SERVICES, PRODUCTS OR OFFERINGS. You may not settle any such third party claims without our written consent.

  17. Dispute Resolution.
    YOU AND PASSPORT AGREE TO THE FOLLOWING MANDATORY ARBITRATION AND CLASS ACTION WAIVER PROVISIONS:

    MANDATORY ARBITRATION. You and Passport agree to resolve any claims arising out of or relating to these Terms or our Services, regardless of when the claim arose, even if it was before these Terms existed (a “Dispute”), through final and binding arbitration. You may opt out of arbitration within 30 days of account creation or of any updates to these arbitration terms within 30 days after the update has taken effect by sending an email to classactionoptout@passportinc.com. If you opt out of an update, the last set of agreed upon arbitration terms will apply.

    Informal Dispute Resolution. We would like to understand and try to address your concerns prior to formal legal action. Before either of us files a claim against the other, we both agree to try to resolve the Dispute informally. You agree to do so by sending an email to legal@passportinc.com.  We will do so by sending you notice to the email address associated with your account. If we are unable to resolve a Dispute within 60 days, either of us has the right to initiate arbitration. We also both agree to attend an individual settlement conference if either party requests one during this time. Any statute of limitations will be tolled during this informal resolution process.

    Arbitration Forum. If we are unable to resolve the Dispute, either of us may commence arbitration with National Arbitration and Mediation (“NAM”) under its Comprehensive Dispute Resolution Rules and Procedures and/or Supplemental Rules for Mass Arbitration Filings, as applicable. Passport will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous. The activities described in these Terms involve interstate commerce and the Federal Arbitration Act will govern the interpretation and enforcement of these arbitration terms and any arbitration.

    Arbitration Procedures. The arbitration will be conducted by videoconference if possible, but if the arbitrator determines a hearing should be conducted in person, the location will be mutually agreed upon, in the county where you reside, or as determined by the arbitrator, unless the batch arbitration process applies. The arbitration will be conducted by a sole arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Delaware. The arbitrator will have exclusive authority to resolve any Dispute, except the state or federal courts of New Castle, Delaware have the authority to determine any Dispute about enforceability, validity of the class action waiver, or requests for public injunctive relief, as set out below. Any settlement offer amounts will not be disclosed to the arbitrator by either party until after the arbitrator determines the final award, if any. The arbitrator has the authority to grant motions dispositive of all or part of any Dispute.

    Exceptions. This section does not require informal dispute resolution or arbitration of the following claims: (i) individual claims brought in small claims court; and (ii) injunctive or other equitable relief to stop unauthorized use or abuse of the Services or intellectual property infringement or misappropriation.

    CLASS AND JURY TRIAL WAIVERS. You and Passport agree that Disputes must be brought on an individual basis only, and may not be brought as a plaintiff or class member in any purported class, consolidated, or representative proceeding. Class arbitrations, class actions, and representative actions are prohibited. Only individual relief is available. The parties agree to sever and litigate in court any request for public injunctive relief after completing arbitration for the underlying claim and all other claims. This does not prevent either party from participating in a class-wide settlement. You and Passport knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim.

    Batch Arbitration. If 25 or more claimants represented by the same or similar counsel file demands for arbitration raising substantially similar Disputes within 90 days of each other, then you and Passport agree that NAM will administer them in batches of up to 50 claimants each (“Batch”), unless there are less than 50 claimants in total or after batching, which will comprise a single Batch. NAM will administer each Batch as a single consolidated arbitration with one arbitrator, one set of arbitration fees, and one hearing held by videoconference or in a location decided by the arbitrator for each Batch. If any part of this section is found to be invalid or unenforceable as to a particular claimant or Batch, it will be severed and arbitrated in individual proceedings.

    Severability. If any part of these arbitration terms is found to be illegal or unenforceable, the remainder will remain in effect, except that if a finding of partial illegality or unenforceability would allow class arbitration, class action, or representative action, this entire dispute resolution section will be unenforceable in its entirety.

  18. Governing Law and Venue.
    THESE TERMS AND YOUR USE OF THE SERVICES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

    Subject to the foregoing agreement to arbitrate, the state or federal courts sitting in Mecklenburg County, North Carolina shall have exclusive jurisdiction and venue over any dispute arising out of these Terms and sale, and you hereby consent to the jurisdiction of such courts.

  19. General.
    Additional Product Specific Terms. Please see the “Additional Terms” and “Product Specific Terms” below and incorporated herein. To the extent there is a direct conflict between these Terms and the terms displayed in another product offered by Passport under the “Additional Terms” or “Product Specific Terms” sections, the latter takes precedence over these Terms with respect to your use of that product.

    Disclosure And Consent to The Use Of Electronic Communications. By creating an Account you are acknowledging your “written” consent for Passport to contact you via the use of electronic Communication about our products and Services and your use thereof, at the contact information you have provided and agree to the Disclosure And Consent To The Use Of Electronic Communications which are linked here and are incorporated into these Terms by reference.

    Survival. The provisions of these Terms which expressly or by implication are intended to survive its termination, including, but not limited to Sections 8 through 19, will survive and continue to bind both you and Passport.

    Entire Agreement. These Terms, together with the Privacy Policy and any other legal notices, amendments, and additional agreements or policies published by Passport on the Services, shall constitute the entire agreement between you and us concerning the Services. Except as set forth in the “Arbitration and Class Action Waiver” Section, if any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. These Terms supersede and replace any prior agreements between Passport and you regarding the Services.

    Section Headings. The Section headings in these Terms are for convenience only and have no legal or contractual effect.

    Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Passport’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

    No Third-Party Beneficiaries. You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

    Transferability and Assignability. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Passport without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. These Terms bind and inure to the benefit of each party and the party’s successors and permitted assigns.

    Notices. We may deliver notice to you by email, posting a notice on the Services, or any other method we choose, and such notice will be effective on dispatch. You agree to keep your email address information current. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. If you give notice to us, it will be effective when received by mail at 5960 Fairview Road, Suite 250, Charlotte, NC 28210.

    Contact us. Please contact us in writing at support@passportinc.com or 5960 Fairview Road, Suite 250, Charlotte, NC 28210 with any questions regarding these Terms.

ADDITIONAL TERMS FOR PASSPORT WALLET: 

Passport offers various products, each of which may be governed by other terms as listed below in the “Product-Specific Terms” Section and displayed in the product and each of which may incorporate Third Party Resources. If there is a direct conflict between these Terms and the terms displayed in another product offered by Passport, the latter takes precedence with respect to your use of that product.

Passport Wallet 

  1. How it Works

    We may offer you an option to store funds with us for use in our Services (“Passport Wallet”). Passport Wallet may be offered on an auto-reloading basis. If you register for an auto-reloading Passport Wallet (“Auto-Reload Wallet”), you acknowledge and agree that when the available funds in your Passport Wallet equal or drop below a designated balance (“Designated Reload Balance”), we may automatically add funds to your Passport Wallet (“Preset Wallet Reload Amount”) by charging the payment method you have provided us. We will send you an email confirming each Auto-Reload Wallet transaction or otherwise make your transaction history available within the Services. The automatic charges will stop when: (a) your Account terminates; (b) you or Passport cancel the Auto-Reload Wallet feature (provided, however, that canceling the Auto-Reload Wallet may make use of the Services impractical or impossible); or (c) these Terms are otherwise properly terminated as expressly permitted herein.

    Depending on the types of Services you use, you may be able to change the Designated Reload Balance or Preset Wallet Reload Amount or cancel the Auto-Reload Wallet feature by accessing the settings in your Account. Note that changes may take up to 24 hours to take effect. Please be advised that we may be required by our Partners to impose a minimum and/or maximum amount of the Designated Reload Balance or Preset Wallet Reload Amount, and we may designate different minimum/maximum amounts depending on your payment history and payment method, our contractual obligations with our Partners, or for any other reason in our sole discretion. For example, we may require that you maintain at least $20 in your Passport Wallet. We may also designate required denominations of the Designated Reload Balance. If you do not agree, you may not use the Auto-Reload Wallet feature. We will notify you if the Designated Reload Balance or Preset Wallet Reload Amount you previously designated is no longer accepted. You will not receive interest or other earning on the funds in your Passport Wallet.

    You authorize us and/or our third-party payment providers to store your payment method for the purpose of the Auto-Reload Wallet feature, where applicable, and you authorize us (without notice to you, unless required by law), to charge fees against that payment method to replenish funds in your Passport Wallet. For example, fees may be charged when your Passport Wallet falls below a certain threshold, as designated when you register for the Auto-Reload Wallet. Please be advised that some services may require your participation in the Auto-Reload Wallet feature.

    If we are unable to complete your Auto-Reload Wallet charge with the payment method you previously selected, you authorize us to add funds to your Passport Wallet by charging another payment method associated with your account, where available. If the funds in your Passport Wallet equal or drop below the Designated Reload Balance and we are unable to complete the Auto-Reload Wallet charge, we may disable your Passport Wallet and/or otherwise limit your use of the Services. Additionally, if you have a negative balance in your Passport Wallet (i.e., you owe money), and your Preset Wallet Reload Amount does not suffice to bring your Passport Wallet out of a negative balance, we reserve the right to adjust the Preset Wallet Reload Amount to recover funds you owe or to charge the Preset Wallet Reload Amount twice or more as necessary to cure the negative balance.

    If you maintain a Passport Wallet, you may also have access to promotional codes or other benefits such as a discounted parking session from time to time at Passport’s sole discretion. We may also at our sole discretion offer promotions that effectively provide a discount to you when you load funds into your Passport Wallet. Additional terms and fees may apply as indicated within the Services when provided.

    If you dispute any of the payments made through our Services, we may direct you to the applicable Partner if such Partner is responsible for front-line support. In that case, please be advised that we provide only a platform for connecting you to our Partners who provide transportation-related services.

  2. Lost Access Credentials and Unauthorized Activity

    To the extent Passport is operating as the payment processor for you, you agree to notify us immediately at (704) 837-8066 or support@passportinc.com if you believe the access credentials used to access your Account (“Access Credentials”) have been compromised, or if you believe that a transfer has been made without your permission using information about your Account. Calling us is the best way of keeping your possible losses down. You could lose all the money in your Account. If you fail to notify us within 2 Business Days, you may face greater losses. “Business Days” means Monday through Friday, not including any legal holidays.

    You agree to notify us immediately at (704) 837-8066 or support@passportinc.com if your Account shows transfers you did not authorize. Notifications must include the information identified below to be effective.  Without limiting your duty to notify us immediately, such notification must be made no later than 60 days after the date      of the unauthorized transfer.  You may not recover the unauthorized amounts transferred if you fail to notify us within 60 days after the date of the unauthorized transfer, and we can prove that we could have stopped someone from taking the money if you had notified us in time.

    To notify us of unauthorized transfers or to otherwise request more information about a transfer listed on the statement or receipt, email us at support@passportinc.com, or write to us at 5960 Fairview Road, Suite 250, Charlotte, NC 28210 (or such other contact information as might be listed on the statement or receipt).

    We will need:

    • Your name and Account identifier;
    • A description of the error or the transfer you are unsure about, and explain as clearly as you can why you believe it is an error or why you need more information; and
    • The dollar amount of the suspected error.

      Failure to notify us in accordance with this the terms of this provision may result in us being unable to process your request, and we may not credit your Account. Except as provided herein, we will determine whether an error occurred, and correct any such error, promptly and within any applicable time period required by law. If we need more time to conduct our investigation, however, we will notify you of our need for an extension to investigate your complaint or question which may be up to the maximum period allowed under applicable law. If we decide to do this, we will credit your Account to the extent required by applicable law for the amount you think is in error, so that you will have the use of the money during the time it takes us to complete our investigation.

      For errors involving new accounts or point-of-sale transactions we may take a longer period, up to the maximum period allowed under applicable law, to investigate your complaint or question and to credit your account for any amount you think is in error. We will tell you the results promptly after completing our investigation and within any time periods required by applicable law. If we decide that there was no error, we will send you an explanation. You may ask for copies of the documents that we used in the investigation.

      For the avoidance of doubt, to the extent you are utilizing any Third-Party Resource for gateway services in conjunction with Passport’s services, Passport will not be responsible for any failures or issues caused by such Third-Party Resource. The Company shall not be liable for any such failures.

  3. Transfer Types and Limitations

    You may use the Services to fund your Account and to pay for transit services at participating locations for the vehicle(s) associated with your Account.  We will not limit the number of purchases of Services you may make, but for security reasons we may limit the amount of funds you may load into your Account.

  4. Account Statements.

    We will send you statements for your Account by either electronic mail or by posting through the Services at our discretion.  You may contact the number listed on the statement for your Account or in the Services for any inquiries relating to your Account history.

  5. Fees

    Fees will be made available within the Apps.

  6. Our Liability

    If we do not complete a transfer to or from your Account on time or in the correct amount according to our agreement with you, our liability to you will be as provided by applicable law and subject to our agreement with you.  However, we will not be liable, for instance:

  1. Closed Accounts and Refunds

    If you close your Account, unless you owe fees, we will provide you with a refund of any amounts remaining in your Passport Wallet. We may, for example, request your mailing address so we can send you a refund check by mail. We are not responsible for failed deliveries of any refund check, e.g. if you provide us with the wrong mailing address or do not update your mailing address with us. Please allow up to 6 weeks for a refund. We will refund the money to the payment method you designated, by check, or as otherwise deemed reasonable in our discretion.  Except as provided herein, Passport Wallet funds are not refundable.

PRODUCT-SPECIFIC TERMS:

Passport provides a number of different products and services, which each may incorporate Third Party Resources. The following additional terms and conditions govern your use of these products.

  1. Cashless Parking Services

    The Cashless Parking Services enables you to pay for certain parking through our Services. You can activate the Cashless Parking Services for a particular parking transaction by either (1) using the App; (2) calling a phone number provided at the parking site (where available); (3) initiating a transaction via text messaging (where available) in accordance with these Terms, or (4) accessing our mobile website.

    You are solely responsible for correctly entering the relevant parking zone number and space number, which will be displayed at the parking site; and license plate number where required. The parking zone number informs us of the rate to charge you for your parking at that parking site. It also informs us of any restrictions on the amount of time you are permitted to park your vehicle in that zone. You are responsible for checking the parking site to determine if there are other parking restrictions (“On-Site Parking Restrictions”). On-Site Parking Restrictions may include notices, signs, or directions posted by relevant Partners. We do not and cannot guarantee that the charges displayed in our Services adequately account for On-Site Parking Restrictions. Any violations of On-Site Parking Restrictions are solely your responsibility.

    Use of the Cashless Parking Services does not guarantee you a parking space, and you may only initiate the Cashless Parking Services after you have parked in an available space at that parking site. Before leaving your vehicle unattended, please confirm that we have accepted your parking transaction request. Confirmation shall be sent to you by text message (where you initiate a transaction by calling or sending us a text message) in accordance with these Terms or through your App. You are responsible for any fine, ticket, or penalty charge issued between the time you park your vehicle and when you receive confirmation that we have accepted your parking transaction request.

    You are solely responsible for resolving with the relevant authorities any issues that you may have regarding the issuance of fines, parking tickets, penalty notices or your vehicle being impounded.

    If available, to the extent you are using the Passport Wallet feature in connection with your use of the Cashless Parking Services described herein, you acknowledge and agree that you will be bound by the Additional Terms for Passport Wallet provided herein.

  2. Citations Services

    The Citations Services enable you to pay for certain citations issued by government municipalities and, where available, appeal them.

    To access your citation, you will be required to enter certain information, such as your license plate number or citation number. Please be advised that we provide only a platform for you to view and/or pay citations. We are not responsible for the issuance of citations, the validity or legality of such citations, the due date for payment of the citation, or the amount of any fees in citations. To the extent you have questions about your citation, you must do so via the contact information supplied on the citation. You are solely responsible for resolving with the relevant authorities any issues that you may have regarding the issuance of citations.

    If available, to the extent you are using the Passport Wallet feature in connection with your use of the Citation Services described herein, you acknowledge and agree that you will be bound by the Additional Terms for Passport Wallet provided herein.

  3. Parking Permitting Services

    The Permitting Services enable you to obtain and manage certain parking-related permits issued by our applicable Partners. You will be required to provide us with certain information to obtain a permit, such as the license plate number of your vehicle. Permits issued through the Permitting Services are not transferable.

    You understand that permits obtained through the Services may be subject to additional restrictions set by the applicable Partner. For example, permits may be issued specific to a single vehicle. Likewise, applicable third parties may also impose policies that prohibit Passport from issuing refunds or exchanges of permits. You must keep the information in your Account and/or with that permit current and accurate, or you may be subject to penalties or fines imposed by regulatory authorities or third parties.

    Passport is acting as an agent of its Partner’s in issuing the permitting Service and is not responsible for any inaccuracies or faulty permits that are authorized, issued or enforced. You are responsible for any fine, ticket, or penalty charge issued for failure to comply with any permit terms, including terms imposed by government municipalities or other third parties. You are solely responsible for resolving with the relevant authorities any issues that you may have regarding, without limitation, the issuance of fines, tickets, penalty notices or your vehicle being impounded, or other issues that arise in connection with the permitting service.

  4. Mobile Ticketing Services

    The Mobile Ticketing Services enable you to pay certain fares associated with transportation services, such as bus and rail system fares. You must use our mobile ticketing Apps to access the Mobile Ticketing Services.

    Payment for Mobile Ticketing Services may be on a pay-per-use basis, in which case we would charge your payment method separately for each fare, or you may purchase and manage passes through the Services; the available fare and pass options will depend on the applicable Partner. Depending on the setup with our mobile ticketing Partners, you may be permitted to purchase multiple tickets, store them in your account, and redeem them as they are used. Some Partners may offer discounted fares, such as student or senior fares. By purchasing or redeeming tickets on these discounted fares, you represent and warrant that you qualify for such fares, and you may have to verify eligibility pursuant to our Partners’ requirements. The Mobile Ticketing Services you utilize may contain additional rules and prohibitions. You are responsible for any fine, ticket, or penalty charge issued for failure to comply with such rules and prohibitions.

    If available, to the extent you are using the Passport Wallet feature in connection with your use of the Mobile Ticketing Services described herein, you acknowledge and agree that you will be bound by the Additional Terms for Passport Wallet provided herein.

DISCLOSURE AND CONSENT TO THE USE OF ELECTRONIC COMMUNICATIONS

As part of your relationship with us, we are required by law to give you certain information “in writing.”  We may also need to obtain your signature to perform certain functions.  You can choose to both receive information and to provide necessary signatures related to your relationship with us electronically, instead.  In order to do this, we first need your consent to use electronic records and signatures (the “Disclosure and Consent”). In this Disclosure and Consent, the words “Communications” means each disclosure, notice, record, document, or other information we provide to you, or that you sign or submit or agree to at our request, in connection with your relationship with us and any Service we provide. Definitions used herein, but not otherwise defined, have the meanings ascribed to them in the Passport Labs, Inc. Terms of Use which are incorporated herein by reference. 

By providing your consent to us, you are consenting to the use of electronic records and signatures in connection with your relationship with us, and also confirming that:

  1. Scope of your consent.  Your consent applies to Communications related to all Services we may make accessible or available, or offer to you, whether through a website, software application, email, messaging services (including text messages), or otherwise.  Your consent includes, but is not limited to, all Communications related to parking and transit payment services, your registration and Account with us, and the use of our Apps.

  2. Delivery of Communications. In our sole discretion, the Communications we provide to you, or that you sign or agree to at our request, may be in electronic form (“Electronic Records”).  We may also use electronic signatures and obtain them from you as part of our transactions with you.  Electronic Records may be delivered to you by (i) posting on the Website, (ii) email to you at the email address you provide to us, (iii) through a mobile application, (iv) accessing an online location that we designate in an e-mail, text message or other electronic notice we send to you at the time the Communication is available, or (v) via text message at the phone number you provide to us, if you agree to do so.

    We may always, in our sole discretion, provide you with any Communication in writing or send it to you via the U.S. mail or other means of delivery, even if you have chosen to receive it electronically. We may require any information you provide to us, or any document you sign, to be delivered to us in writing.  You should print or download a copy of any Electronic Records for your own records, including this Disclosure and Consent.

  3. Your option to receive paper copies.  If we provide an Electronic Record to you, and you want a paper copy, you may call our End User Support team at (704) 837-8066 or email support@passportinc.com and request a paper version.  You may have to pay a fee for the paper copy unless charging a fee is prohibited by applicable law.

  4. You may withdraw your consent at any time; Consequences of withdrawing consent; How to give notice of withdrawal.  You have the right to withdraw your consent at any time. Please be aware, however, that withdrawal of consent may result in the termination of your use of or access to certain Services.  To withdraw your consent, contact our End User Support team at (704) 837-8066 or via email at privacy@passportinc.com.  Your withdrawal of consent will become effective after we have had a reasonable opportunity to act upon it.

  5. You must keep your contact information current with us.  You must notify us immediately of any change to the email, telephone, or mailing addresses you provide to us (“Contact Information”).  You can make changes to your Contact Information by changing your profile information or emailing support@passportinc.com.

  6. System Requirements: In order to view and retain your electronic Communications, you may need: