Last Updated: August 16, 2023
Please carefully read these terms and conditions, which are a legally binding contract between you and NeoRide, Inc. dba TapNPay. (“TapNPay”) and (“neoRide”) regarding your use of the neoRide Service (the “Service”).
BY CLICKING “I ACCEPT,” OR OTHERWISE ACCESSING OR USING THE SERVICE , YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS AND CONDITIONS, INCLUDING neoRide’s PRIVACY POLICY (TOGETHER, THIS “AGREEMENT ”). If you are not eligible, or do not agree to these terms and conditions, then you do not have neoRide’s permission to use the Service.

ARBITRATION NOTICE . Except for certain kinds of disputes described in Section 12.2, you agree that disputes arising under this Agreement will be resolved by binding, individual arbitration, and BY ACCEPTING THIS AGREEMENT, YOU AND neoRide ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury.

​

• 1. Overview

  • 1.1 General Overview

neoRide consists of mobile Applications (“Apps” or each an “App”), TapNPay website TapNPay (“Site”), and all related technologies (Apps, Sites, and technologies collectively called “Services”). The Service(s) allows you to review toll and other transportation charges (collectively, “Tolls” ; “Charges” each, a “Toll” , “Charge”) owed to operators of Associated Toll Facility Operators (such operators being called “ATFOs” and each, individually, being an “ATFO” ) and Other Transportation Service Providers (such operators being called “OTSPs” and each, individually, being an “OTSP”) to pay Tolls and other Service-related fees (e.g., the Membership Fee (defined below)) through use of a credit card, debit card, or other payment methods that may be made available to you via third party payment processors (each, a “Payment Processor” ) by neoRide from time to time (which may include Apple Pay, Google Pay, or other payment processors). You may be given an option for a primary method of payment (“Primary Method” ) and asked for a secondary method of payment (“Secondary Method” ). If a payment for Tolls or other Service-related fees via your Primary Method fails, then neoRide will request you provide a Secondary Method for the applicable Toll or Charges.

​

• 1.2 Payment Methods

For Payments, (a) the Service will link your vehicle's license plate numbers (“LPNs”) or a transponder (toll tag) to your Account to identify Toll transactions sent by ATFOs and OTSPs (b) you will review and authorize payment of your neoRide Invoice incurred through one of the Payment Methods, and (c) neoRide will pay the Tolls and or Charges on your behalf to the ATFO or OTSP. Your use of Payment Methods is subject to your acceptance of the terms and conditions of the applicable Payment Processor (a  “Payment Processor Agreement” ). To the extent required by the applicable Payment Processor, the applicable Payment Processor Agreement is considered incorporated into this Agreement by reference as it relates to the selected Payment Method. Each Payment Processor Agreement is a legal agreement between you and the Payment Processor.

​

• 1.3 Text Messaging Policy

By entering this Agreement and utilizing the neoRide WEB and short message service (“SMS”) user interface, you agree that neoRide, and those acting on its behalf may send you text messages at the Mobile Phone Number you provided to TapNPay or neoRide when you registered for an Account and any other phone number you associate with your Account. These messages may include operational messages about your use of the Service, as well as marketing messages. You understand and agree that these messages may be sent using an automatic telephone dialing system or other short message service ( “SMS” ) technology. Your agreement to receive marketing text messages is not a condition of any purchase or use of the Service. If you change your cell phone number, you agree to promptly notify neoRide of such change by updating your contact information and/or sending an email request to support@neoride.com or support@TapNpay.com.
Participating carriers include the following: AT &T , Boost Mobile, T-Mobile, Metro PCS, Verizon Wireless, Sprint, U.S. Cellular, Nextel &Virgin Mobile. Carriers are not liable for delayed or undelivered messages. T-Mobile is not liable for delayed or undelivered messages. As always, message and data rates may apply whenever you send or receive text messages, as specified by your carrier. The number of messages you receive from neoRide will vary based on your usage of the Service and number of Tolls or OTSPs you incur. If you have any questions about your text plan or data plan, please contact your wireless provider.
You are automatically opted in for marketing information that may come to your mobile device via TextYou may opt out of receiving marketing text messages (but otherwise continue use of the Service, including receiving operational text messages) at any time by sending an email to support@neoride.com or support@TapNpay.com indicating that you no longer wish to receive marketing texts along with the phone number of the mobile device receiving the texts you no longer want us to contact. You may continue to receive marketing text messages for a short period while neoRide processes your request, and you may also receive text messages confirming the receipt of your opt-out request.
You may opt out of receiving all texts by texting “STOP” to the toll free number you originally used to register the Service (see SMSRegistrationNumbers). After this, you will no longer receive SMS messages from neoRide in connection with your use of the Service. Note that if you choose to opt out of all SMS messages and sent a “STOP” message, you will no longer be able to use the SMS/Web interface Service and your registration and subsequent annual membership will be cancelled and you will not be eligible for a refund of any type.Operational text messages are essential to the SMS/Web application Service. If you do not wish to receive operational text messages from neoRide, do not use the SMS/Web based Service, simply download the neoRide mobile application or discontinue utilizing the neoRide Service all together.
You may, at any time, text “HELP” to the toll free number you originally used to register the Service (see SMSRegistrationNumbers) for a brief help message, which may include information on available help topics, ways to contact neoRide, and information on how to register for the Service. You may also contact neoRide at the following phone number: 512-649-3062 or via email at support@neoride.com or support@TapNpay.com.

​

• 1.4 Eligible Coverage

Information about Eligible Coverage (I.e., toll roads, parking, or other transportation services) can be found at neoRide website, in the TapNPay website, and in the neoRide mobile application. When referencing your neoRide account, notice coverage will be outlined by license plate. Not all toll agencies allow neoRide to pay tolls on your behalf. For this reason, neoRide toll payment services may not work in all outlined locations. You agree that neoRide is not responsible for tolls charged to you when using non-covered toll roads or other transportation provider services. Partial toll road coverage is possible should you have a predefined toll payment method in one state but choose to register for neoRide coverage for all other Eligible Coverage areas.

​

• 2. This is Not an ATFO or OTSP

  • You expressly acknowledge and agree that: (a) this Agreement is strictly between you and neoRide; (b) it is not an agreement between you and any ATFO or OTSP; and (c) it does not give you any rights or remedies against or with respect to an ATFO or OTSPs. You further expressly acknowledge and agree that nothing in this Agreement modifies any rights or responsibilities you may have with respect to the payment of Tolls, administrative fees, or any other charges for which you are liable to an ATFO or OTSPs under applicable law. Under applicable law, the registered owner of a vehicle that uses an ATFO’s toll facility is liable for payment to the AFTO of a Toll. Subject to the terms and conditions of this Agreement, neoRide agrees to pay the Toll or other transportation service Charges, on your behalf to the applicable ATFO or OTSP, but if neoRide fails or is not obligated under this Agreement to pay the Toll or Charge, the registered owner of the vehicle that incurs the Toll or Charge will remain liable to the ATFO or OTSPs to pay the Toll or Charge and any administrative fees or other charges resulting from a failure to pay the Toll or Charge within the payment period provided by law. You irrevocably agree not to pursue against an ATFO or OTSP any claim, cause of action, or other remedy available to you for or arising out of or in connection with neoRide’s failure to comply with this Agreement, and you hereby acknowledge and agree that no ATFO or OTSPs shall be liable for any failure or default by neoRide under this Agreement. Nothing in this Section 2 impairs any claims or other rights you may have against neoRide for its failure to comply with its obligations under this Agreement.

​

• 3. Beta Service

  • If you are granted access to a beta (pre-release or limited release) version of the Services (the “Beta Service”), then your use of the Beta Service is subject to the following additional terms and conditions in this Section 3 (the “Beta Terms”). For clarity, use of the Beta Service remains subject to all other terms and conditions of this Agreement except that, to the extent there is a conflict between the Beta Terms and other terms in this Agreement, these Beta Terms will prevail with respect to the Beta Service.

​​

• 3.1. Beta Disclaimer

The Beta Service is offered by neoRide as a pre-release version for limited use on an as-is basis, solely for testing, evaluation, and feedback purposes. The Beta Service may not operate correctly and may be substantially modified prior to commercial release, or at our option, may not be released commercially in the future. If neoRide chooses to offer subsequent beta or other versions of the Service, such subsequent versions or services may be subject to additional terms and conditions. neoRide reserves the right to terminate the Beta Service (or your access to the Beta Service) at any time. During Beta Service usage, you must not modify, copy, or make derivative works based on the Beta Service; disassemble, reverse engineer, or decompile the Beta Service; create “links” to or from the Beta Service; “frame” or “mirror” any of our content; or access the Beta Service to build a competitive service, reproduce features of the Beta Service, or resell, or enable any other person to access or use any portion of, the Beta Service. You may not make, have made, use, or sell for any purpose any product or other item using, incorporating, or derived from the Beta Service.

​

• 3.2. Incentives

During the Beta Service period, neoRide may offer you promotional incentives by which we assume the obligation to pay without reimbursement a portion of the Tolls or Charges invoiced to you via the Beta Service, as further described on the Beta Service. Incentives may be capped at specified dollar values. After reaching the incentive cap or limit, you will remain a customer with payment obligations for the full amount of Tolls or Charges invoiced to your Payment Method (as designated by you in your Account) unless you elect to deregister from the Beta Service.

​

• 3.3. Feedback

During the term the Beta Service is made available to you and in consideration for neoRide’s provision of the Beta Service to you, you agree to participate in structured feedback mechanisms (including without limitation surveys, chat, text polling, or focus groups) to provide insights to neoRide. You understand that all feedback, suggestions for modifications and enhancements, and other comments summarizing the overall result of your use of the Beta Service (“Feedback”) is provided to us on a non-confidential basis, notwithstanding any indication to the contrary in any accompanying communication. You hereby grant neoRide an unrestricted, unlimited, worldwide, nonexclusive, transferable, sublicensable, fully paid up, royalty free, sublicensable (through multiple tiers) right and license to use or act upon any such Feedback, including to reproduce, distribute, publicly perform, publicly display, and prepare derivatives of the Feedback, and to improve the Service or develop new products and services.

​

• 3.4. Confidentiality

All non-public materials and information provided or made available to you by neoRide including products and services, information regarding technology, know-how, processes, software programs, research, development, information we provide regarding third parties and operational and financial performance information including specific events that occurred during the term of the Beta Service is our confidential information (“Confidential Information”). You agree that you will at all times hold in strict confidence and not disclose Confidential Information to any third party except as approved in writing by neoRide and will use the Confidential Information for no purpose other than evaluating the Beta Service. Upon our request, you agree to promptly return to neoRide depending on who is offering the BETA service, any documents, notes or other tangible materials that include Confidential Information. You agree that, except as expressly set forth herein, nothing contained in this Agreement will be construed as granting any license or ownership rights to any Confidential Information.

​

• 4. License; Data Sharing

  • 4.1. License to Use the Service

Subject to your complete and ongoing compliance with the terms and conditions of this Agreement, neoRide grants you a usage license to access and use the Service. Failure to comply with this Agreement may result in the suspension, revocation, and/or termination of that license. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.

​

• 4.2. Data Sharing

ATFOs and OTSPs may provide neoRide with certain information necessary for operation of the Service, which may include the following information concerning you, your vehicle, or your toll tag account from the ATFO: toll transactions, license plate number and state, amount of time parked at a ATFO or OTSPs facility and billing invoices. You consent to the applicable ATFO and OTSPs provision of that data for your LPNs or tag/transponder and represent that you are authorized to provide that consent with respect to your LPNs or tag/transponder

​

• 5. Account; Registration

  • 5.1. Eligibility

You must be at least 18 years old to use the Service. By accepting this Agreement, you represent and warrant to neoRide that: (a) you are at least 18 years old; (b) you have not previously been suspended or removed from the Service; (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations, (d) all information you submit to neoRide through the Service, including in connection with registration of your Account, is accurate and up-to-date, and (e) you have the right and authority to grant to us all rights and permissions granted under this Agreement. If you perform any fraudulent activity in connection with your use of the Service, including without limitation (i) impersonating another person, (ii) charging Tolls or other transportation service Charges to credit or debit account, or other payment account of another person or entity without authorization or (iii) disputing Tolls or other transportation service Charges in bad faith, you will be subject to prosecution, including by the applicable ATFO or OTSPs, under all appropriate laws of the state(s) and municipalities in which the ATFO or OTSPs operate.

​

• 5.2. Registration

You must establish an Account with neoRide in order to use the Service. To register, you must either link your LPN to your Mobile Phone Number or link your toll tag to our neoRide mobile application. You can register multiple vehicles to the same neoRide account, One LPN cannot be linked to more than one Mobile Phone Number on an account. Upon successful designation of a Payment Method in your Account, the set-up and registration process with the ATFO or OTSPs can take up to 1 business day to be completed. You may still receive pay-by-mail invoices from the ATFO for Tolls or other transportation service Charges incurred during the period prior to your registration being fully processed, and you will be solely responsible for paying all such invoices directly to the ATFO or OTPSs. Once your Account is established, you will be electronically notified and invoiced for an annual membership fee along with all Tolls incurred at participating ATFO facilities and for all the LPNs registered and linked to your Account. The Service may not be available for non-ATFO facilities, such as airport parking and certain toll roads not within the participating ATFO’s service area, such as Managed Lanes, Express Lanes, and TEXpress lanes. You may receive an invoice from an ATFO for travel on a facility not participating in the Service, which you are obligated to pay to the ATFO who issued the invoice.

​

• 5.3. Changes to Your Account

By registering for an Account, you are accepting responsibility for payment for all Tolls and Charges incurred by each LPN you register to your Account, regardless of whether or not you are the registered owner of the vehicle with those LPNs and even if someone other than you uses the vehicle. You are responsible for ensuring that your Account information is accurate and up-to-date. You agree that if you fail to keep your Account information up-to-date, neoRide may use other services or resources to verify and update your Account information, including, without limitation, your Carrier and vehicle information. You may use the TapNPay website available at TapNPay (the “TapNPay Site” ) or the neoRide mobile App User Profile to change or update your Account information, add LPNs to your Account, remove LPNs from your Account, view your Account balance, view transactions posted to your Account, add additional payment methods, change designated payment methods for your Account, or terminate your Account.

​

• 5.4. Stolen or Sold Vehicle

If the vehicle associated with your LPN is sold or stolen, you are responsible for promptly updating your Account. Except as provided in this Section, you will be liable for all Tolls or OTSP Charges incurred by the vehicle assigned to the LPN associated with your Account. However, if a vehicle assigned to the LPN associated with your Account passes through a tolling point or other transportation service readers when the vehicle was either (i) stolen and you have reported the theft to the appropriate law enforcement authority within the time required under applicable law, including without limitation Section 366.178(h) of the Texas Transportation Code, as amended, or (ii) leased to a third party and you have provided the ATFO or OTSPs the information required under applicable law, including without limitation Section 366.178(i) of the Texas Transportation Code, as amended, within the time required under that section, then you will not be liable for Tolls assessed to such transaction.

​

• 5.5. Removal of a Particular LPN from Account

You may remove an LPN from your Account at any time by, (i) texting “HELP” to the toll free number you originally used to register the Service (see SMSRegistrationNumbers) and then following the instructions provided, or (ii) by following the process to voluntarily deregister the vehicle through the TapNPay Site or neoRide application. Removal of your LPN from your Account will result in the discontinuation of neoRide tolling or other transportation service coverage causing the ATFOs to send a pay-by-mail invoice for all unpaid Tolls to the vehicle’s registered owner, according to state motor vehicle records, in accordance with the ATFO’s business rules.

​

• 5.6. Account Termination

You may terminate your Account at any time for any reason through the TapNPay Site, neoRide mobile Application, or by texting, “HELP” to the toll free number you originally used to register the Service (see SMSRegistrationNumbers) and then following the instructions provided. If your Account is closed, you will remain liable for all Tolls or Charges approved by you that are still unpaid to your Payment Provider and/or the ATFO or OTSPs and are responsible for any related fees and costs, including attorneys’ fees, incurred by the ATFO or OTSP to collect all amounts due. In addition, you may be subject to civil and criminal penalties, including those described in Section 13 and the ATFO or OTSPs may exercise statutory remedies against you, including, without limitation, publishing your name and the amount of your unpaid tolls, placing a block on your vehicle’s registration, prohibiting you from further use of the ATFO’s toll facilities, and impounding your vehicle as permitted by state and federal law.

​

• 5.7. Termination for Non-Response

If you do not respond to a toll approval text message within 24 hours of receipt, neoRide may terminate your Account (effective immediately) and your account will remain inoperative until successful payment of the outstanding invoice(s).

• 6. Privacy Policy; Consent to Electronic Communications

  • Please read the neoRide Privacy Policy (available at Privacy Policy) carefully for information relating to neoRide’s collection, use, storage, disclosure of your personal information and to learn more about neoRide’s electronic communications practices. The neoRide Privacy Policy is incorporated by this reference into, and made a part of, this Agreement. By using the Service, you consent to receiving certain electronic communications from neoRide as further described in neoRide’s Privacy Policy. You agree that any notices, agreements, disclosures, or other communications that neoRide sends to you electronically will satisfy any legal communication requirements, including that those communications be in writing. neoRide may contact you through any means of communication linked to your Account (e.g., phone numbers or email addresses) regarding the status of your Account and may do so through any method of communication (e.g., text message or email).

​

• 7. Rates, Fees and Charges

  • 7.1. Rates; Payment of Membership Fee

Unless otherwise stated during a promotion period, you agree to pay a non-refundable membership fee, (to be determined at time of registration) to establish your Account (the “Membership Fee” ). The Membership Fee is an annual recurring charge and will be processed using your self-designated Account Payment Method. In the event your designated payment method cannot be charged, you will receive a text message with an invoice link. Tolls and Charges are assessed according to the applicable ATFO’s and other transportation service provider’s rate schedule plus a service fee (ranging from 15% to 30% depending on toll agency and road services utilized, per transaction (a “Service Fee”) in effect at the time of the transaction, which is available on the ATFO’s or OTSP’s website or at the ATFO’s or OTSP’s Customer Service Centers. ATFOs and neoRide reserve the right to change their toll rates, fees, and charges at any time, and you agree that your continued use of the Service constitutes your agreement to pay the revised rates, fees, and charges as reimbursement to neoRide. neoRide, at its sole discretion, may make promotional offers with incentives to any of our customers. These promotional offers, unless made to you, will not apply to your use of the Service. Additionally, new promotional offers may not be available to you unless and until you have fully used any discounts available to you under promotional offers you have already elected to use.

​

• 7.2. Postpaid Invoicing; Approval

All Tolls and Charges processed, assessed, and transmitted by the ATFO or OTSPs to neoRide for an LPN in a given day will be invoiced to your Account on the following business day. When you have chosen to utilize the postpaid payment solution, neoRide will group all Tolls and/or Charges processed by the ATFO or other transportation service providers for all LPNs linked to a single Account into a single daily invoice. You will receive a text (SMS) message with a link where you will be able to review the invoice, including individual transactions, and agree to pay or dispute the charges. Once you receive the electronic invoice notification via SMS you will have 24 hours to reject or approve the invoice. Approved charges for applicable Service Fees will be charged to your self-designated Payment Method. All payments (including the Membership Fee) are final and non-refundable. Failure to resolve the invoice by approval or dispute of any and all charges for any LPN associated with your Account within 24 hours may result in termination or suspension your ability to use the Service with respect to all LPN’s associated with your Account.

​

• 7.2.1 Prepaid Top Up Approval

When you have chosen to utilize the prepaid payment solution, your payment method of choice will be charged an upfront amount as your account balance. All Tolls and Charges processed, assessed, and transmitted by the ATFO or other transportation service providers to neoRide for a registered LPN associated to your account in a given day will be invoiced to your Account on the following business day. Tolls and Charges will be debited from your account balance on file with neoRide. When your neoRide account balance has reached the designated low balance threshold, neoRide will automatically charge the requested top-up amount designated by you during account registration. If there is an error processing the top-up transaction using your payment method on file, neoRide will send you a text (SMS) message or email with a link to update your payment method, If your payment method is not updated within 24 hours of notice, your neoRide account will be placed on HOLD. If your account balance is not replenished within 5 days, all outstanding unpaid invoices will be sent to a collection agency for billing. All payments (including the Membership Fee) are final and non-refundable. If you identify Tolls or Charges to have been made to your account in error, the TapNPay and neoRide Service will allow you to dispute the charge accordingly.

​

• 7.3 Disputes

If you dispute some of the Tolls on an invoice or prepaid account balance, you will be prompted to indicate the reason for your rejection(s) by selecting the reason that best describes the reason for your rejection(s). For certain dispute types, you may be asked to provide documentation such as a Vehicle Transfer Notice (VTN) or Bill of Sale when the vehicle has been sold, court papers for declared bankruptcy, or police report for a stolen vehicle. The foregoing list is illustrative only and does not limit the information and documentation an ATFO may require with respect to a disputed Toll. You hereby represent and warrant that all information you submit in connection with an invoice or prepaid account balance dispute is true and correct. Information you submit in connection with your dispute will be sent to the appropriate ATFO(s) for review. If you dispute ALL or more than 10% of your collective tolls on an invoice, neoRide reserves the right to deactivate your Account until ATFO finalizes its review of your requested disputes. Subject to the ATFO’s business rules, you may still receive an invoice from neoRide or the ATFO for Tolls you dispute. If the ATFO determines, in its sole discretion, that your dispute is invalid or cannot be accepted, you will remain obligated to pay the Toll charge.

​

• 7.4 Mobile Carrier Fees

Certain Carriers may charge you fees to use the Service for Carrier Payments. In the event that your Carrier has such fees, you shall be notified in advance of such fees (through email, SMS the TapNPay Site, or the neoRide Mobile Application) and given the opportunity to opt-out of, or decline to sign up for, the Service to avoid paying the fee(s). neoRide may pass-through fees imposed by Carriers that have been appropriately disclosed and agreed to by you before such fees are charged.

​

• 8. Term, Termination and Modification

  • 8.1. Term

This Agreement is effective beginning when you accept the Agreement or first download, install, access, or use the Service, and ending when terminated as described in Section 8.2.

​

• 8.2. Termination

If you violate any provision of this Agreement, your authorization to access the Service and this Agreement automatically terminates. In addition, neoRide may, at its sole discretion, terminate this Agreement or your Account, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and this Agreement at any time by following the process set forth on the TapNPay Site or neoRide mobile application or by contacting customer service at support@neoride.com or support@TapNpay.com.

​

• 8.3. Effect of Termination

Upon termination of this Agreement: (a) your usage rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you remain obligated to pay your designated Payment Processor, and/or the ATFO or other transportation service providers any unpaid amount that was due prior to termination; and (d) and Sections 2, 3.3, 3.4, 5.5, 5.7, 6, 7, 8.3, 9, 10, 11, 12, 13, and 14 will survive.

​

• 8.4. Modification of the Service

neoRide reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. neoRide will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service.

​

• 8.5. Modification of this Agreement

neoRide reserves the right to amend this Agreement on a going-forward basis at any time by posting notice of the amendment on the neoRide Site or by any other reasonable means. If a change to this Agreement materially modifies your rights or obligations, neoRide may require that you accept the amended Agreement in order to continue to use the Service or give you at least 7 days’ notice of the modifications. Material modifications are effective upon your acceptance of the amended Agreement or expiration of the notice period. Immaterial modifications are effective upon publication. You must maintain current account information and other contact information with neoRide, and you must keep yourself apprised of any notices posted as provided above. Continued use of the Service will constitute your acceptance of each such amendment. If you do not accept any such amendment, you must cease using the Service and terminate this Agreement as provided above.

​

• 9. Disclaimer of Warranties

THE SERVICE AND ALL CONTENT AVAILABLE THROUGH THE SERVICE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TAPNPAY OR NEORIDE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. TAPNPAY OR NEORIDE DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND TAPNPAY OR NEORIDE DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR TAPNPAY OR NEORIDE ENTITIES (DEFINED BELOW) OR ANY CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE TAPNPAY OR NEORIDE ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. TAPNPAY OR NEORIDE IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT TAPNPAY OR NEORIDE IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
THE LIMITATIONS, EXCLUSIONS AND DISCLAIMERS IN THIS SECTION APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. neoRide does not disclaim any warranty or other right that neoRide is prohibited from disclaiming under applicable law.

​

• 10. Indemnity

To the fullest extent permitted by law, you are responsible for your use of the Service, and you will defend and indemnify neoRide and its officers, directors, employees, consultants, affiliates, subsidiaries, and agents (together, the “neoRide Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of this Agreement, any representation, warranty, or agreement referenced in this Agreement, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. neoRide reserves the right, at neoRide’s own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with neoRide defense of those claims.

​

• 11. Limitations of Liability

  • 11.1. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE NEORIDE ENTITIES BE LIABLE TO YOU FOR ANY LOST PROFITS, INCOME, OR GOODWILL OR FOR ANY SPECIAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH ANY MATTER ARISING UNDER OR RELATING TO THIS AGREEMENT OR TO YOUR ACCESS AND USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICE, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF WARRANTY, OR ANY OTHER THEORY, EVEN IF TAPNPAY OR NEORIDE OR YOU HAVE BEEN ADVISED OF OR CONSIDERED THE POSSIBILITY OF SUCH DAMAGES.

11.2. EXCEPT AS PROVIDED IN SECTION 12 BELOW AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF TAPNPAY OR NEORIDE AND ITS SUPPLIERS AND LICENSORS TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) TOLLS PAID BY YOU IN THE 6 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.
11.3. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 11.3 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
11.4. No arbitration, action, suit, proceeding, claim, counterclaim, or crossclaim arising under or relating to this Agreement may be brought more than two years after the later of the first event giving rise thereto or the date when neoRide or you with reasonable diligence could have discovered the pertinent facts. If any applicable law does not allow the claims limitation period to be two years, then the period for the filing of any claim shall be the shortest period or periods allowed by such law.

​

• 12. Dispute Resolution and Arbitration

  • 12.1. Generally

In the interest of resolving disputes between you and neoRide in the most expedient and cost effective manner, and except as described in Section 12.2, you and neoRide agree that every dispute arising between you and neoRide in connection with this Agreement will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims between you and neoRide arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND neoRide ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

• 12.2. Exceptions

Despite the provisions of Section 12.1, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim. Also, as provided in Section 2, nothing in this Agreement, including, but not limited to, this Section 12, is binding on or creates obligations or limitations with respect to an ATFO or OTSPs.

• 12.3. Arbitrator

Any arbitration between you and neoRide will be settled under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA” ) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by this Agreement. The AAA Rules and filing forms are available online at ADR, by calling the AAA at 1-800-778-7879, or by contacting neoRide. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

• 12.4. Notice of Arbitration; Process

A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration” ). neoRide’s address for Notice of Arbitration is: Neology Inc, 1917 Palomar Oaks Way, Suite 110, Carlsbad, CA. 92008.The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand” ). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or neoRide may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. During the arbitration, the amount of any settlement offer made by you or neoRide must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the arbitrator awards you an amount higher than the last written settlement amount offered by neoRide in settlement of the dispute prior to the award, neoRide will pay to you the higher of: (i) the amount awarded by the arbitrator or (ii) $10,000.

• 12.5. Fees

If you commence arbitration in accordance with this Agreement, neoRide will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Diego County, California, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand 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 fees will be governed by the AAA Rules. In that case, you agree to reimburse neoRide for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

• 12.6. No Class Actions

YOU AND neoRide AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and neoRide agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.

• 12.7. Modifications to this Arbitration Provision

If neoRide makes any future change to this arbitration provision, other than a change to TapNPay’s or neoRide address for Notice of Arbitration, you may reject the change by sending neoRide written notice within 30 days of the change to TapNPay’s or neoRide’s address for Notice of Arbitration, in which case your account with neoRide will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

• 12.8. Enforceability

If Section 12.6 is found to be unenforceable or if the entirety of this Section 12 is found to be unenforceable, then the entirety of this Section 12 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 14.2 will govern any action arising out of or related to this Agreement.

​

• 13. ATFO Enforcement Rights

  • NOTHING IN THIS AGREEMENT, INCLUDING SECTIONS 7.3, 11 and 12, SHALL BIND THE ATFO OR OTSP TO THE DISPUTE RESOLUTION PROVISIONS SET FORTH HEREIN NOR LIMIT THE ATFO’S OR OTSP’S RIGHT AND ABILITY TO AVAIL ITSELF OF ALL APPLICABLE RIGHTS AND REMEDIES, AND ANY OTHER APPLICABLE STATUTES CONFERRING RIGHTS AND REMEDIES FOR AN ATFO OR OTSP AND, IN SUCH INSTANCES, YOU WILL HAVE ALL OF THE RIGHTS PROVIDED THEREUNDER AND YOU UNDERSTAND AND AGREE THAT THE COURTS EMPOWERED TO HEAR SUCH MATTERS SHALL ADJUDICATE SUCH MATTERS AND SUCH MATTERS WILL NOT BE ARBITRATED. If an ATFO exercises its rights and remedies under any applicable statutes conferring rights and remedies for any ATFO or OTSP neoRide and you hereby agree to waive any right to participate in, be a member of, or to serve as a representative for a class action with regard to any claim(s) they may have or assert against one another, and further agree that each of neoRide and you waive any right to have neoRide or your claims consolidated with, joined with, or combined with any claims of any other party or parties.

​

• 14. Miscellaneous

  • 14.1. General Terms

This Agreement, together with the Privacy Policy and any other agreements expressly incorporated by reference into this Agreement are the entire and exclusive understanding and agreement between you and neoRide regarding your use of the Service. You may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without neoRide’s prior written consent. neoRide may assign this Agreement at any time without notice or consent. The failure to require performance of any provision will not affect TapNPay’s or neoRide’s right to require performance at any other time after that, nor will a waiver by neoRide of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. Throughout this Agreement the use of the word “including” means “including but not limited to”. This Agreement has been prepared in English; if you have received a copy of this Agreement translated into any other language, such translation is provided for convenience only and the English version shall control. If any part of this Agreement is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

• 14.2. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of California. You and neoRide submit to the personal and exclusive jurisdiction of the state courts and federal courts located within San Diego County, California for resolution of any lawsuit or court proceeding permitted under this Agreement, and you hereby waive the right to sue or be sued elsewhere.

• 14.3. Ownership; Proprietary Rights

The Service is owned and operated by neoRide. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service (“Materials” ) provided by neoRide are protected by intellectual property and other laws, and are the property of neoRide or its third party licensors. Except as expressly authorized by neoRide, you may not make use of the Materials. neoRide reserves all rights to the Materials not granted expressly in this Agreement.

• 14.4. Additional Terms

Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that TapNPay or neoRide may post on or link to from the Service or neoRide Site (the “Additional Terms” ). All Additional Terms are incorporated by this reference into, and made a part of, this Agreement.

• 14.5. Contact Information

The Service is offered by neoRide located at 1917 Palomar Oaks Way, Suite 110, Carlsbad, CA. 92008. If you have any questions about this Agreement, the Service, or your Account, please visit the neoRide Site and use the “Contact Us” feature or email TapNPay, or neoRide at support@neoride.com or support@TapNpay.com .