Lyft Affiliate Program Terms of Service

Last Updated: September 27, 2017

These terms of service (the “Agreement”) constitute a legally binding agreement between you (“you,” “Affiliate”) and Lyft, Inc. (“Lyft,” “we,” “us” or “our”) governing your participation in the Lyft Affiliate Program (the “Affiliate Program”).

Please be advised: this agreement contains provisions that govern how claims between you and Lyft can be brought (see Section 15 below). These provisions will, with limited exception, require you to submit claims you have against us to binding and final arbitration on an individual basis, not as a plaintiff or class member in any class, group or representative action or proceeding.

By entering into to this Agreement, you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions in Section 15) and accept all of its terms. If you do not agree to be bound by the terms and conditions of this Agreement, you may not participate in the Affiliate Program. This Agreement supersedes and replaces any and all prior versions of the Affiliate Agreement, Ambassador Agreement and Local Partnerships Agreement.

The Lyft Platform & Affiliate Program

Lyft provides the Lyft application, website and technology platform (collectively, the “Lyft Platform”), a marketplace where persons who seek transportation to certain destinations (“Riders”) can be matched with persons driving to or through those destinations (“Drivers”). Drivers and Riders are collectively referred to herein as “Users” of the Lyft Platform. Through the Affiliate Program, Lyft provides Affiliates with certain incentives for referring new Users to the Lyft Platform. In order to be an Affiliate you must apply online to create an Affiliate account. Lyft has the right to determine entry to the Affiliate Program in its sole discretion and participation is not guaranteed. If approved, you must remain in good standing under this Agreement. Lyft reserves the right to modify, suspend or terminate the Affiliate Program or any portion thereof at any time in Lyft’s sole discretion.

Modification to the Agreement

In the event Lyft modifies the terms and conditions of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Lyft reserves the right to modify any information referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued participation in the Affiliate Program after any such changes shall constitute your consent to such changes.

Eligibility

You may only participate in the Affiliate Program if you can form legally binding contracts under applicable law. The Affiliate Program is not available to children (persons under the age of 18) or Users who have had their User account temporarily or permanently deactivated. By becoming an Affiliate, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement on behalf of yourself and any entity that you represent. You may not allow other persons to use your Affiliate account, and you agree that you are the sole authorized user of your account. You agree to fully cooperate with Lyft’s efforts to monitor or audit your compliance with the terms of this Agreement, including providing Lyft with any documents or materials it requests to complete such review.

Referrals

Through the Affiliate Program, you can earn incentives to refer new Users to the Lyft Platform to become new Lyft Riders (“Referred Riders”) or Drivers (“Referred Drivers”) (collectively, “Referred Users”).

One way to refer new Users is through distribution of your Lyft Code, a unique alphanumeric code that Lyft provides to you or permits you to create. Lyft Codes may only be distributed for promotional purposes and must be given away free of charge. You may not sell, trade, or barter your Lyft Code. You are prohibited from paying for online advertising of your Lyft Code, including but not limited to: Google, Facebook, Twitter, Bing and Craigslist. Lyft reserves the right to reclaim, deactivate or invalidate any Lyft Code at any time in Lyft’s discretion.

There are additional rules governing your referral of new Users set forth in Lyft’s Referral Program Rules. Please read these Referral Program Rules carefully, as they contain important information concerning who can qualify as a Referred User, how referrals are attributed, how you can earn a Referral Reward for Referred Users, limitations on the amount of Referral Rewards you can receive, and restrictions on certain prohibited referral activity.

Payment

a. Earning Payments

Lyft shall pay you a referral fee (the “Referral Reward(s)”) for each Referred User according to the Referral Program Rules, subject to maximum payment amounts as described below. The amount of the Referral Payment is determined as of the time the new User satisfies the then-applicable criteria for qualifying as a Referred Rider or Referred Driver (the “Reward Criteria”) (as an illustrative example, taking a first passenger ride, or giving fifty rides within thirty days of becoming an approved driver). The Reward Criteria may change over time and by market at Lyft’s discretion. You are responsible for regularly reviewing this Agreement, the Referral Program Rules, and the then-current referral rewards for information on the current Referral Reward amount, the applicable Reward Criteria, and any additional terms. If you do not agree to any of the changes to the Referral Reward amount or terms your sole remedy is to cease providing Referrals or otherwise participating in the Affiliate Program. Lyft will process all payments due to you through its third party payments processor. You acknowledge and agree that such amounts shall not include any interest and will be net of any amounts that we are required to withhold by law.

b. Maximum Payment

Lyft may set maximum Referral Reward amounts that you can earn through the Referral Program (whether as an Affiliate, Driver or Rider). These maximum limits may be set to apply over different time periods at Lyft’s choosing (for example, no more than $2,000 in a week or $5,000 in a month). These limitations may be changed at any time at Lyft’s discretion, and may be communicated to you through the Referral Program Rules, the Affiliate Portal, or the email or phone number associated with your Affiliate account. It is your responsibility to familiarize yourself with the current maximum payment limitations in effect if you choose to refer new Users to the Lyft Platform.

c. Payment Adjustment

Lyft reserves the right to adjust, withhold or deny Referral Rewards obtained in the event that Lyft determines or believes that the payment was made in error or earned in violation of this Agreement or the Referral Program Rules. Lyft’s decision to adjust or withhold the Referral Rewards in any way shall be exercised in a reasonable manner.

Lyft Communications

By becoming an Affiliate, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Lyft or its affiliates may include but are not limited to: operational communications concerning your Affiliate account or the Affiliate Program, updates concerning new and existing features on the Lyft Platform, communications concerning promotions run by us or our third- party partners, and news concerning Lyft and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

If you wish to opt out of promotional emails, you can unsubscribe from our promotional email list by following the unsubscribe options in the promotional email itself. If you wish to opt out of promotional calls or texts, you may text “STOP” in response to any promotional call text from the mobile device receiving the call or text. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the Lyft Platform or participation in the Affiliate Program, however you acknowledge that opting out of receiving all texts may impact your use of the Lyft Platform and participation in the Affiliate Program.

Your Information

Your Information is any information you provide, publish or post to or through the Lyft Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any Lyft-related Facebook, Twitter or other social media posting) (your “Information”). You consent to us using your Information to create anAffiliate account that will allow you to use the Lyft Platform and participate in the Affiliate Program. Our collection and use of personal information in connection with the Lyft Platform and Affiliate Program is as provided in Lyft’s Privacy Policy located at www.lyft.com/privacy. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable Lyft to use your Information, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. Lyft does not assert any ownership over your Information; rather, as between you and Lyft, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.

You may be able to create or log-in to your Affiliate account through online accounts you may have with third party social networking sites (each such account, an "SNS Account"). By connecting to Lyft through an SNS Account, you understand that Lyft may access, store, and make available any SNS Account content according to the permission settings of your SNS Account (e.g., friends, mutual friends, contacts or following/followed lists (the “SNS Content”)). You understand that SNS Content may be available on and through the Lyft Platform to other Users. Unless otherwise specified in this Agreement, all SNS Content, if any, shall be considered to be your Information.

Restricted Activities

With respect to your participation in the Affiliate Program, you agree that you will not:

  1. impersonate any person or entity;
  2. stalk, threaten, or otherwise harass any person, or carry any weapons;
  3. violate any law, statute, rule, permit, ordinance or regulation;
  4. interfere with or disrupt the Lyft Platform or the servers or networks connected to the Lyft Platform;
  5. not make any misrepresentation regarding Lyft, the Lyft Platform, the Affiliate Program or your status as an Affiliate;
  6. post information or interact in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal;
  7. use the Lyft Platform in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
  8. post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
  9. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Lyft Platform;
  10. “frame” or “mirror” any part of the Lyft Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose; or
  11. modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Lyft Platform or any software used on or for the Lyft Platform;
  12. rent, lease, lend, sell, redistribute, license or sublicense the Lyft Platform or access to any portion of the Lyft Platform;
  13. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Lyft Platform or its contents;
  14. transfer or sell your Affiliate account, password and/or identification to any other party
  15. discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or
  16. cause any third party to engage in the restricted activities above.

Representations and Warranties

You hereby represent and warrant that you will comply with all applicable laws and regulations (including copyright and trademark laws and anti-spam laws) in connection with your participation in the Affiliate Program and you will not use the Lyft Platform, Lyft Codes, or anything in connection with this Affiliate Program for any illegal or unauthorized purpose. You warrant that your participation in the Affiliate Program does not and will not violate any agreement between you and any third party. Except for the foregoing, neither party makes any warranties, express or implied, with respect to the Affiliate Program or any products or services, including without limitation implied warranties of fitness, merchantability or non-infringement of the Lyft Code, the Lyft Platform, or any Lyft services.

Intellectual Property

All intellectual property rights in the Lyft Platform shall be owned by Lyft absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Lyft Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Lyft. Lyft shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

LYFT and other Lyft logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Lyft in the United States and/or other countries (collectively, the “Lyft Marks”). Lyft grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the Lyft Marks solely in connection with generating referrals through the Affiliate Program (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without Lyft’s prior written permission, which it may withhold in its sole discretion. The Lyft Marks may not be used in any manner that is likely to cause confusion.

You acknowledge that Lyft is the owner and licensor of the Lyft Marks, including all goodwill associated therewith, and that your use of the Lyft Marks will confer no additional interest in or ownership of the Lyft Marks in you but rather inures to the benefit of Lyft. You agree to use the Lyft Marks strictly in accordance with Lyft’s Trademark Usage Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that Lyft determines to nonconforming or otherwise unacceptable.

You agree that you will not: (1) create any materials that incorporate the Lyft Marks or any derivatives of the Lyft Marks other than as expressly approved by Lyft in writing; (2) use the Lyft Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Lyft Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Lyft’s rights as owner of the Lyft Marks or the legality and/or enforceability of the Lyft Marks, including, without limitation, challenging or opposing Lyft’s ownership in the Lyft Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Lyft Marks, any derivative of the Lyft Marks, any combination of the Lyft Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Lyft Marks; (5) use the Lyft Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.

Violation of any provision of this License may result in immediate termination of the License, in Lyft’s sole discretion. If you create any materials bearing the Lyft Marks (in violation of this Agreement or otherwise), you agree that upon their creation Lyft exclusively owns all right, title and interest in and to such materials, including without limitation any modifications to the Lyft Marks or derivative works based on the Lyft Marks. You further agree to assign any interest or right you may have in such materials to Lyft, and to provide information and execute any documents as reasonably requested by Lyft to enable Lyft to formalize such assignment.

Disclaimers

The following disclaimers are made on behalf of Lyft, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.

The Lyft Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the Lyft Platform, including the ability to use the Lyft Platform or make Referrals at any given location or time. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

We do not warrant that your use of the Lyft Platform will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet your requirements, that any defects in the Lyft Platform will be corrected, or that the Lyft Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Lyft Platform.

Lyft is not responsible for the conduct, whether online or offline, of any User of the Lyft Platform. You are solely responsible for your interactions with other Users or potential Users.

Lyft expressly disclaims any liability arising from the unauthorized use of your Affiliate account. Should you suspect that any unauthorized party may be using your Affiliate account or you suspect any other breach of security, you agree to notify us immediately.

It is possible for others to obtain information about you that you provide, publish or post to or through the Lyft Platform (including any profile information you provide) or send with other Users, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users. Please carefully select the type of information share or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).

Opinions, advice, statements, offers, or other information or content concerning Lyft or made available through the Lyft Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Lyft Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Lyft Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.

Indemnity

You will defend, indemnify, and hold Lyft including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your participation in the Affiliate Program, including: your breach of this Agreement or your violation of any law or the rights of a third party. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

Limitation of Liability

In no event will Lyft, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders (collectively “Lyft” for purposes of this section), be liable to you for any incidental, special, exemplary, punitive, consequential, or indirect damages (including, but not limited to, damages for deletion, corruption, loss of data, loss of programs, failure to store any information or other content maintained or transmitted by the Lyft Platform, the Affiliate Program, or this Agreement, however arising including negligence, even if we or our agents or representatives know or have been advised of the possibility of such damages. Certain jurisdictions may not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you, and you may have additional rights.

Term and Termination

This Agreement is effective upon your creation of a Affiliate account. You may cease providing Referrals at any time, for any or no reason. Either party may terminate this Agreement at any time for any or no reason, without explanation, effective upon sending written or email notice to the other party. Lyft may also suspend your participation in the Affiliate Program at any time, with or without notice if Lyft reasonably suspects you have breached this Agreement in any way, or for dishonesty, fraud, embezzlement, gross negligence, inappropriate, offensive or unlawful behavior towards Lyft employees, other Lyft Users or contractors, or the public, or for other similar conduct on the part of you. Lyft may terminate the Affiliate Program in part or entirely as posted on this site. Lyft maintains sole discretion to prohibit your participation in the Affiliate Program in the future, for any or no reason. Sections 2, 6, 7 (with respect to the license), and 10-18 shall survive any termination or expiration of this Agreement.

Dispute Resolution and Arbitration Agreement

a. Agreement to Binding Arbitration between You and Lyft

You and Lyft mutually agree to waive our respective rights to resolution of disputes in a court of law by a judge or jury and agree to resolve any dispute by arbitration, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal. Any arbitration under this Provision will take place on an individual basis; class arbitrations and class actions are not permitted. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and Lyft, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders.

Except as expressly provided below, all disputes and claims between us (each a “Claim” and collectively, “Claims”) shall be exclusively resolved by binding arbitration solely between you and Lyft. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the Affiliate Program, Referrals, your relationship with Lyft as an Affiliate, the threatened or actual suspension, deactivation or termination of your Affiliate Account or this Agreement, payments made by you or any payments made or allegedly owed to you under this Agreement, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by Lyft and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below. To the extent a Claim is covered by, or a conflict exists between, this Arbitration Agreement and the Arbitration Agreement within the Lyft Terms of Service (www.lyft.com/terms), the Arbitration Agreement in the Lyft Terms of Service shall control.

By agreeing to arbitration, you understand that you and Lyft are waiving the right to sue in court or have a jury trial for all Claims, except as expressly otherwise provided in this Arbitration Provision. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

b. Prohibition of Class Actions and Non-Individualized Relief.

You understand and agree that you and Lyft may each bring Claims in arbitration against the other only in an individual capacity and not on a class, collective action, or representative basis (“Class Action Waiver”).  You understand and agree that you and Lyft both are waiving the right to pursue or have a dispute resolved as a plaintiff or class member in any purported class, collective or representative proceeding.

The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis.

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, the class, collective, and/or representative action on such Claims must be litigated in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.

c. Rules Governing the Arbitration.

Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. Copies of these rules can be obtained at the AAA’s website (www.adr.org) (the “AAA Rules”) or by calling the AAA at 1-800-778-7879. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding.

As part of the arbitration, both you and Lyft will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision which shall explain the award given and the findings and conclusions on which the decision is based.

The arbitrator will decide the substance of all claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Affiliates, but is bound by rulings in prior arbitrations involving the same Affiliate to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be challenged in a court of competent jurisdiction.

d. Arbitration Fees and Awards.

The payment of filing and arbitration fees will be governed by the relevant AAA Rules subject to the following modifications:

  1. If you initiate arbitration under this Arbitration Agreement after participating in the optional Negotiation process described in subsection (j) below and are otherwise required to pay a filing fee under the relevant AAA Rules, Lyft agrees that, unless your claim is for $5,000 or more, your share of the filing and arbitration fees is limited to $50, and that, after you submit proof of payment of the filing fee to Lyft, Lyft will promptly reimburse you for all but $50 of the filing fee. If, however, the arbitrator finds that either the substance of your claim or the relief sought in the claim is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA Rules.
  2. If Lyft initiates arbitration under this Arbitration Agreement, Lyft will pay all AAA filing and arbitration fees.
  3. Except as provided in Federal Rule of Civil Procedure 68 or any state equivalents, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).
  4. At the end of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to you if you prevail, to the extent authorized by applicable law.
  5. Although under some laws Lyft may have a right to an award of attorneys' fees and non-filing fee expenses if it prevails in an arbitration, Lyft agrees that it will not seek such an award.
  6. If the arbitrator issues you an award that is greater than the value of Lyft’s last written settlement offer made after you participated in good faith in the optional Negotiation process described in subsection (j) below, then Lyft will pay you the amount of the award or U.S. $1,000, whichever is greater.

e. Location and Manner of Arbitration.

Unless you and Lyft agree otherwise, any arbitration hearings will take place in the county of your billing address. If AAA arbitration is unavailable in your county, the arbitration hearings will take place in the nearest available location for a AAA arbitration. If your Claim is for $10,000 or less, Lyft agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as determined by the AAA Rules. If your Claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules.

f. Exceptions to Arbitration.

This Arbitration Agreement shall not require arbitration of the following types of claims: (1) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction and (2) claims that may not be subject to arbitration as a matter of law.

g. Severability.

In the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

h. Optional Pre-Arbitration Negotiation Process.

Before initiating any arbitration or proceeding, you and Lyft may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by you and Lyft. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.

Confidentiality

You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Lyft’s business, operations and properties (“Confidential Information”) disclosed to you by Lyft for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Lyft in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Lyft with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Lyft or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Lyft; becomes known to you, without restriction, from a source other than Lyft without breach of this Agreement by you and otherwise not in violation of Lyft’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to Lyft to enable Lyft to seek a protective order or otherwise prevent or restrict such disclosure.

Relationship with Lyft

You acknowledge and agree that you and Lyft are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Lyft expressly agree expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Lyft; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. Except through distributing your Lyft Code as permitted under this Agreement and the Referral Program Rules, you have no authority to bind Lyft, and you undertake not to hold yourself out as an employee, agent or authorized representative of Lyft.

Lyft does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement, including in connection with your provision of Referrals or your acts or omissions. You retain the sole right to determine when, where, and for how long you will utilize the Lyft Platform or perform the Service. Lyft shall have no right to require you to wear a uniform or any other clothing displaying Lyft’s names, logos or colors.

You acknowledge and agree that you have complete discretion to provide Referrals or otherwise engage in other business or employment activities.

You agree to report as self-employment income all Referral Payments received by you pursuant to this Agreement. You will indemnify Lyft and hold us harmless from and against all claims, damages, losses and expenses, including reasonable fees and expenses of attorneys and other professionals, relating to any obligation imposed by law on us to pay any withholding taxes, social security, unemployment or disability insurance, or similar items in connection with compensation received by you pursuant to this Agreement. You will not be entitled to receive any vacation or illness payments, or to participate in any plans, arrangements, or distributions by Lyft pertaining to any bonus, stock option, profit sharing, insurance or similar benefits for Lyft’s employees.

General

Except as provided in Section 15, this Agreement shall be governed by the laws of the State of California without regard to choice of law principles. This choice of law provision is only intended to specify the use of California law to interpret this Agreement and is not intended to create any other substantive right to non-Californians to assert claims under California law whether by statute, common law, or otherwise. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non- binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Lyft, in our sole discretion by providing notice to you. Except as explicitly stated otherwise, any notices to Lyft shall be given by certified mail, postage prepaid and return receipt requested to Lyft, Inc., 185 Berry St., Suite 5000, San Francisco, CA 94107. Any notices to you shall be provided to you through the Lyft Platform or given to you via the email address or physical you provide to Lyft during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Lyft with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.