Effective Date: Dec 9, 2016
Last Updated Date: May 16, 2014
EULA / TERMS OF SERVICE
Effective Date: Dec 9, 2017
Last Updated Date: Mar 12, 2015
a. Service. The Service allows you to reserve seats (each, a “Seat”) in helicopter and fixed wing rides (each, a “Flight”) as well as reserve the entire aircraft (a “Charter”) between the locations described on the App and Website.
b. Consideration. You may access the Service for free, but in order to reserve a Seat or Charter, you will have to pay a fare, as published on the App or Website, or as otherwise agreed upon between you and Blade. You agree to these Terms of Service and EULA in consideration of your use of the Service and other good and valuable consideration, the receipt and sufficiency of which you hereby acknowledge.
c. Changes to the Terms of Service and EULA. The Service is owned and operated by Blade. Blade reserves the right to revise the Terms of Service and EULA in its sole discretion at any time and without prior notice to you other than by posting the revised Terms of Service and EULA on the Service. Revisions to this Terms of Service and EULA are effective upon posting. The Terms of Service and EULA will be identified as of the most recent date of revision. Your continued use of the Service after a revised version of the Terms of Service and EULA has been posted by Blade to the Service constitutes your binding acceptance of such revised Terms of Service and EULA. Notwithstanding the preceding sentences of this Section 1.c, no revisions to the Terms of Service and EULA will apply to any dispute between you and Blade that arose prior to the effective date of such revision.
d. Eligibility. If you are using or opening an account on the Service on behalf of a company, entity, or organization (each, a “Subscribing Entity”), then you represent and warrant that you: (i) are an authorized representative of that Subscribing Entity with the authority to bind such entity to the Terms of Service and EULA and (ii) agree to be bound by the Terms of Service and EULA on behalf of such Subscribing Entity.
e. Children. The Service is not intended for children under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, YOU MUST NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. By using the Service, you affirm that you are at least 18 years of age. Blade does not seek to gather information from or about children under the age of 13 through the Service.
3. Registration and Eligibility.
b. Accuracy of Information. You agree to provide true, accurate, current, and complete information about yourself as requested in any registration forms required by Blade. You also agree to update the information about yourself promptly, and as necessary, to keep it current and accurate. If messages sent to an email address provided by you are returned as undeliverable, Blade reserves the right to terminate your Account immediately with or without notice to you and without any liability to you or any third party.
4. Making a Reservation.
a. Pre-existing Flights. The App or Website will display Seats available for sale on a number of Preexisting Flights (each, a “Pre-existing Flight”).
b. Creating a Flight. If you do not see an available Seat at the time and destination you would like to fly, you may elect to start your own flight, which we will arrange as agent of a DOT/FAA licensed operator, and, at your election, we will seek other users of the Service (a “Crowdsourced Flight” where you have purchased the “Initial Seat”). For each such other person who pays for a seat on the flight, you will receive a credit for a specified amount. By electing to crowdsource a flight, you agree that Fly Blade will act as your agent in retaining any monies credited to you in the event other persons join your flight, which monies will be kept on your Account for future air services that must be arranged through Fly Blade within the next 12 months.
c. Reserving a Flight. To reserve a Flight, you will need to provide your credit card information and a cell phone number and go through the steps necessary on the App or Website to complete your purchase. YOUR FLIGHT IS NOT CONFIRMED UNTIL YOU RECEIVE A CONFIRMATION E-MAIL FROM BLADE.
5. Fares and Payments
a. Fares. The fare for each Seat or Charter will be displayed on the Service. Fares are due and payable upon purchasing a Seat or Charter.
b. Payments. The Service currently uses third parties to process payments. Our third-party payment processors accept payments through various credit cards, as detailed on the applicable payment screen. All monetary transactions on the Service take place in U.S. Dollars.
c. Additional Fees. In the event that you are late for your Charter, there will be a charge of $250 per each 15 minute interval starting from 15 minutes after your scheduled departure time. Additional Fees may also apply for late operations, extraordinary FBO fees, catering requests, ground transportation requests and excess baggage.
6. Late Passengers. Passengers must arrive 15 minutes prior to their scheduled departure time for all Flights. Flights may depart up to 5 minutes ahead of their scheduled departure time due to circumstances including, but not limited to, weather, temporary flight restrictions, airport congestion, airport curfews and pilot duty times. Aircraft will not wait for late passengers, and passengers who miss their Pre-existing and Crowdsourced Flights will forfeit the purchase price. Passengers who are late for Charters are subject to Additional Fees as described in Section 5.c. above. Passengers who are late for their Charter flights will forfeit the purchase price if they are more than 30 minutes late and the air carrier can no longer service the Flight due to the Aircraft availability and schedule.
7. Cancellation Policy; Credits and Refunds
a. Pre-existing Flights. You may cancel your Seat reservation(s) for a Pre-existing Flight by providing notice to Blade more than 24 hours prior to the scheduled departure time of the Flight. You can cancel on the App or calling Blade at 844-FLYBLADE (844-359-2523). In the event of a cancellation pursuant to these terms, Blade will credit your Account with the amount charged for the cancelled Seat that may be used for future travel for up to 12 months from the date such credit is issued. Blade will not offer cash refunds for any cancellations. A cancellation made within 24 hours of flight time will result in a forfeiture of the full ticket fare.
b. Crowdsourced Flights. When you launch a flight for crowdsourcing, and need to cancel, you may do so only under the following conditions: 1) it is at least 24 hours prior to the scheduled flight time AND 2) no seats to third parties have been sold. In this case you may notify Blade and cancel your flight and Blade will credit your Account in the amount of the fare charged.
c. Charters. Charters of an entire aircraft must be cancelled with the following notice: (A) greater than 24 hours in advance of scheduled departure time of the Flight for helicopter and seaplane charters; and (B) greater than 72 hours in advance of the scheduled departure time of the Flight for all non-seaplane fixed-wing charters, such as jet and turboprop charters. You can cancel on the App or calling Blade at 844-FLYBLADE (844-359-2523). In the event of a cancellation pursuant to these terms, Blade will credit your Account with the amount charged for the cancelled Flight that may be used for future travel for up to 12 months from the date such credit is issued. A cancellation made within the required cancellation periods listed in subsections (A) and (B) above will result in a forfeiture of the full Charter price.
d. Under any circumstances above in which you receive a credit, you agree that Fly Blade will act as your agent in retaining any monies credited to you, which monies will be kept on your Account for future air services that must be arranged through Fly Blade within the next 12 months.
8. Flight Delay Policy.
From time to time, your Flight may be delayed due to weather, unforeseen mechanical issues, temporary flight restrictions, and airport congestion. If your flight is cancelled or delayed, you will be notified by Team BLADE via email, text, phone or in-app notification. In the event weather forecasts look unfavorable and our operators advise us there is a high probability of cancellations due to weather, Blade shall endeavor to send notifications of weather delays or cancellations at least one hour prior to your departure time or no later than 9:00pm on the preceding night for flights scheduled to depart prior to 10:00am on Monday mornings. However, weather conditions change rapidly and there may be circumstances where flights are canceled or delayed for weather or mechanical reasons up until the departure time.
In the event any Flight in excess of 50 miles is delayed more than 2 hours, or, only with regard to flights departing from the Hamptons to New York City on Monday mornings, one hour, you have the option of booking on a different Flight at no additional charge or cancelling your flight and receiving Blade credit to your Account for the fare purchased. Blade’s Cancellation Policy outlined in Section 7 shall apply to anyone cancelling their tickets on a Flight delayed less than 2 hours.
In order to minimize the passenger impact of cancellations and delays due to weather, unforeseen mechanical events, temporary flight restrictions and airport congestion, Blade may reassign you to a different aircraft than the type on which you originally purchased your ticket. Such reassignments may include moving between helicopters, seaplane and turboprop aircraft. If for any reason you decline to accept the alternate aircraft, Blade will credit your Account for the originally-purchased fare.
If Blade has to move your flight to a time earlier than your scheduled departure time due to weather, unforeseen mechanical issues or Temporary Flight Restrictions and you are unable to make the newly scheduled flight, Blade will credit your Account for the originally-purchased fare.
b. Cadillac All Weather Guarantee. Blade will provide complimentary chauffeur-driven Cadillac vehicles for customers on flights canceled due to weather scheduled to fly between New York City and all Hamptons locations on Eastbound flights on Fridays and Westbound flights on Mondays between Memorial Day and Labor Day. Car departure times may differ than your original flight time and pick up locations for Hamptons flights may be limited to East Hampton Airport. You also will be in a car with other passengers. Blade will credit your Account with the amount charged for the cancelled Flight that may be used for future travel for up to 12 months from the date such credit is issued.
c. Weather Insurance. Weather Insurance is available as an upgrade for purchase on select routes. If you choose to add Weather Insurance, in the event of a weather cancellation, you can opt to receive a full credit card refund rather than Blade credits to your Account. This upgrade is recommended for international or occasional Blade travelers, who may not have the opportunity to utilize Blade credits. If you have purchased Weather Insurance and your flight is canceled due to weather and you prefer a credit card refund instead of Blade credits, please call Flier Relations at 844-FLY-BLADE and Blade will refund your fare. Blade’s Weather Insurance is subject to the following terms: (i) The Cadillac All-Weather Guarantee is applicable to fliers who opt for BLADE’s weather insurance and request a credit card refund; (ii) the credit card refund amount is based on the entire value of the order – flight price, taxes, upgrades (excluding Weather Insurance upgrade); (iii) Credit card refunds are applicable to purchases made using credit cards only. It is not applicable to flights purchased with Blade Credits or Gift Cards; (iv) Weather Insurance must be added during checkout, it cannot be added after you purchase your flight.
9. Luggage Policy. One small carry on per person is allowed (20 lbs maximum), approximately the same size as a carry on bag on a commercial airline flight. Your luggage will be inspected for size and weight when you arrive to the BLADE Lounge or point of departure. Golf Clubs are only permitted on Charter flights with prior notification and approval. Blade reserves the right to disallow a bag or bags that exceed the maximum allowable weight or are deemed too heavy or large by the pilots operating the aircraft. In this case, Blade can delivery the luggage to the traveler’s destination, at the traveler’s expense.
10. Pets. Pets under 20 lbs and placed in a carrier or on the passenger’s lap are permitted on Flights. Please notify Blade in advance of all travel with pets and service animals by calling Flier Relations at 844.359.2523.
11. Passenger Seating. Blade may assign specific seats to passengers on Flights at the air carrier’s request based on the weight and size of the passenger and the aircraft.
12. Refusal To Transport. Blade may, in its sole discretion, refuse to transport or may remove from an aircraft at any point any passenger for one or several reasons, including but not limited to: (i) failure by the passenger to comply with the rules of these Terms of Service or disobeying specific instructions given by aircraft pilots in the interest of safety; (ii) conduct of the passenger that in the judgment of Blade or the airline is or is known to be disorderly, disruptive, abusive, threatening, or violent or otherwise inimical to the comfort of other passengers or to safety of the flight; (iii) appearance by the passenger that he/she is intoxicated or under the influence of drugs to a degree that refusal or removal may be necessary for the comfort and safety of the passenger, other passengers, or the flight crew. Unauthorized photography in the BLADE lounges or on Flights may also be deemed reason for refusal to transport.
The tickets of any passenger refused passage or removed enroute under the provisions of this Section 12 will be refunded to the passenger. Such a refund shall be the sole recourse of any Passenger refused passage or removed enroute. UNDER NO CIRCUMSTANCES WILL CARRIER BE LIABLE TO ANY PASSENGER OR REFUSED PASSENGER FOR ANY TYPE OF INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE.
13. Material Terms: As provided in greater detail in the Terms of Service and EULA (and without limiting the express language of this EULA), you acknowledge the following:
14. Scope of License. The App is licensed, not sold, to you for use only under the terms of this EULA. Blade reserves all rights not expressly granted to you. Subject to your complete and ongoing compliance with the terms and conditions of this EULA, Blade hereby grants you a personal, limited, revocable, non-transferable license to use the Service solely for your personal, non-commercial use, and to use the App on a single compatible device that you own or control. You may not modify, alter, reproduce, distribute or make the Service available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute, or sublicense the Service. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Service, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or Third Party Terms (as defined below)), nor attempt to disable or circumvent any security or other technological measure designed to protect the Service or any content available through the Service. If you breach these license restrictions, or otherwise exceed the scope of the licenses granted herein, then you may be subject to prosecution and damages, as well as liability for infringement of intellectual property rights. The terms of this EULA will govern any updates provided to you by Blade that replace and/or supplement the original App or any other portion of the Service, unless such upgrade is accompanied by a separate license or revised EULA, in which case the terms of that license or revised EULA will govern.
15. Service Security. You are prohibited from violating, or attempting to violate, the security of the Service. Any such violations may result in criminal and/or civil penalties against you, as well as the termination of your privilege to use the Service, at Blade’s sole discretion. Blade reserves the right to investigate any alleged or suspected violations and, if a criminal violation is suspected, refer such suspected violation to the appropriate law enforcement agencies and cooperate fully with such investigations, including, but not limited to, the disclosure of any or all of your activities on or related to the Service.
16. Third Party Materials.
a. You understand that by using the Service, you may encounter data, information, applications, or materials from third parties, including other users of the Service (“Third Party Materials”) and other content, including content from Blade (collectively (including Third Party Materials), “Content”), that may be deemed offensive, indecent, or objectionable, which Content may or may not be identified as having explicit language or other material. Nevertheless, you agree to use the Service, and rely upon any Content accessible through the Service, at your sole risk and that Blade will not have any liability to you for Content that may be found to be offensive, indecent, or that is inaccurate, incomplete, untimely, invalid, illegal, indecent, of poor quality or otherwise objectionable.
b. You agree and understand that the Service contains proprietary content, information, and material that is protected by applicable intellectual property and other laws, including, but not limited to, copyright, and that you will not use such proprietary content, information, or materials except for permitted use of the Service. No portion of the Service may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service, in any manner, and you will not exploit the Service in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Service in any manner to harass, abuse, stalk, threaten, defame, or otherwise infringe or violate the rights of any other party, and that Blade is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, illegal, or other harmful messages or transmissions that you may receive as a result of using the Service.
c. In addition, third party services and Third Party Materials that may be accessed from, displayed on, or linked to from your device are not available in all languages or in all countries. Blade makes no representation that such services and materials are appropriate or available for use in any particular location. To the extent you choose to access such services or materials, you do so at your own initiative and are responsible for compliance with any applicable laws, including, but not limited to, applicable local laws. Blade and its licensors reserve the right to change, suspend, remove, or disable access to such services at any time without notice. In no event will Blade be liable for the removal of or disabling of access to any such services. Blade may also impose limits on the use of or access to certain services at any time, in any case and without notice or liability.
17. Your Use of the Service and the Content. You rights to use the Service are expressly conditioned on the following:
a. You may access the Service for your personal and informational purposes only, and solely as intended through the provided functionality of the Service and as permitted under this EULA.
b. Unless expressly permitted, you may not alter, modify, create derivative works of, sell, license, or in any way exploit any part of the Service.
c. Unless expressly permitted, you agree not to copy, reproduce, distribute, publish, display, perform, transmit, stream, or broadcast any part of the Service without Blade’s prior written authorization, including, by way of example and not limitation, by doing or engaging in any of the following without Blade’s express written consent:
i. altering, defacing, mutilating, or otherwise bypassing any approved software through which the Service is made available; and
ii. using any trademarks, service marks, design marks, logos, photographs, or other content belonging to Blade or obtained from the Service.
d. You agree not to bypass, circumvent, damage, or otherwise interfere with any security or other features of the Service (including Content and collectively, “Service Materials”) designed to control the manner in which the Service is used, harvest or mine Content from the Service, or otherwise access or use the Service in a manner inconsistent with individual human usage.
e. You agree not to undertake, cause, permit, or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling, or hacking of any aspect of the Service or Content or any part thereof, or attempt to do any of the foregoing, except and solely to the extent permitted by this EULA, the authorized features of the Service or Content, or by law, or otherwise attempt to use or access any portion of the Service other than as intended by Blade.
f. You agree not to use, display, mirror, frame, or utilize framing techniques to enclose the Service or the Content, or any portion thereof, through any other application or website, unless and solely to the extent Blade makes available the means for embedding any part of the Service or the Content.
g. You agree not to access, tamper with, or use non-public areas of the Service, Blade’s (and its hosting company’s) computer systems and infrastructure, or the technical delivery systems of Blade’s providers.
h. You agree not to harass, abuse, harm, or advocate or incite harassment, abuse, or harm of another person or group, including Blade employees.
i. You agree not to provide any false personal information to Blade.
j. You agree not to create a false identity or impersonate another person or entity in any way.
k. You agree not to create a new account with Blade, without Blade’s express written consent, if Blade has previously disabled an account of yours.
l. You agree not to solicit, or attempt to solicit, personal information from other users of the Service.
m. You agree not to restrict, discourage, or inhibit any person from using the Service, disclose personal information about a third person on the Service or obtained from the Service without the consent of such person, or collect information about users of the Service.
n. You agree not to use the Service, without Blade’s express written consent, for any commercial purpose, including communicating or facilitating any commercial advertisement or solicitation.
o. You agree not to gain unauthorized access to the Service, to other users’ accounts, names, or personally identifiable information, or to other computers or websites connected or linked to the Service.
p. You agree not to post, transmit or otherwise make available any virus, worm, spyware, or any other computer code, file, or program that may or is intended to disable, overburden, impair, damage, or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the Service or communications equipment and computers connected to the Service.
q. You agree not to interfere with or disrupt the Service, networks, or servers connected to the Service or violate the regulations, policies or procedures of such networks or servers.
r. You agree not to violate any applicable federal, state, or local laws or regulations or the EULA.
s. You agree not to assist or permit any persons in engaging in any of the activities described above.
18. Third Party Software. The software you download consists of a package of components, including certain third party software (“Third Party Software” and together with the App, the “Package”) provided under separate license terms (the “Third Party Terms”), as described in more detail at the bottom of this EULA. Your use of the Third Party Software in conjunction with the App in a manner consistent with the terms of this EULA is permitted, however, you may have broader rights under the applicable Third Party Terms and nothing in this EULA is intended to impose further restrictions on your use of the Third Party Software.
20. Ownership. The Service, and the media and materials contained therein, including all intellectual property rights therein, is the sole and exclusive property of Blade and its licensors. Except for the limited license expressly granted by and to you under this EULA, no other rights, licenses, or immunities are granted or will be deemed to be granted under this EULA, either expressly, or by implication, estoppel or otherwise. All rights not expressly granted by a party hereunder are expressly reserved.
21. Feedback. While our own staff is continually working to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the user community. If you choose to contribute by sending Blade or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials (collectively “Feedback”), then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by sending Feedback to Blade, you agree that:
a. Blade has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;
b. Feedback is provided on a non-confidential basis, and Blade is not under any obligation to keep any Feedback you send confidential or to refrain from using or disclosing it in any way; and
c. You irrevocably grant Blade perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody Feedback, whether in whole or in part, and whether as provided or as modified.
22. Termination. The EULA is effective until terminated by you or Blade. Your rights under this EULA will terminate automatically without notice from Blade if you fail to comply with any term(s) of this EULA (including by violating any license restriction provided herein). You may terminate this EULA by uninstalling the App. Upon any termination of this EULA, you must immediately cease all use of the Service, and destroy all copies, full or partial, of the App.
23. Indemnity. You agree to indemnify and hold Blade, and its members , employees, agents, successors, and assigns harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected to (a) your access, use, or misuse of the Service or Content, or (b) your violation of this EULA. Blade will use reasonable efforts to notify you of any such claim, action, or proceeding for which it seeks an indemnification from you upon becoming aware of it, but if Blade is unable to communicate with you in a timely manner because of an inactive or erroneous e-mail address for you, your indemnification obligation will continue notwithstanding Blade’s inability to contact you in a timely manner.
24. NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE, THE PACKAGE, AND SERVICE MATERIALS ARE AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE PACKAGE, AND ALL SERVICE MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND Blade HEREBY DISCLAIMS, ON BEHALF OF ITSELF AND ITS SUPPLIERS AND LICENSORS, ALL WARRANTIES AND CONDITIONS WITH RESPECT THERETO, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. Blade DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICE, THE PACKAGE, OR SERVICE MATERIALS, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE SERVICE, PACKAGE, OR SERVICE MATERIALS WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE, THE PACKAGE OR SERVICE MATERIALS WILL BE SECURE, UNINTERRUPTED, OR ERROR-FREE, OR THAT ANY DEFECTS IN ANY OF THE FOREGOING WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Blade OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY NOT EXPRESSLY PROVIDED FOR IN THE EULA. SHOULD THE SERVICE, PACKAGE, OR SERVICE MATERIALS PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU, BUT IN SUCH A CASE THE FOREGOING WILL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.
25. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL Blade OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE, THE PACKAGE, OR SERVICE MATERIALS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF Blade HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL Blade’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE GREATER OF THE AMOUNTS PAID TO Blade BY YOU IN THE PRECEDING 12 MONTHS OR ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATION OF CERTAIN TYPES OF DAMAGES OR LIABILITIES, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU, BUT IN SUCH A CASE THE FOREGOING WILL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.
Blade DOES NOT PROVIDE TRANSPORTATION SERVICES AND IS NOT A TRANSPORTATION CARRIER. IT IS UP TO THE THIRD-PARTY TRANSPORTATION PROVIDER, DRIVER, OR VEHICLE OPERATOR TO OFFER TRANSPORTATION SERVICES WHICH MAY BE SCHEDULED THROUGH THE SERVICE. Blade OFFERS INFORMATION AND A METHOD TO OBTAIN SUCH THIRD-PARTY TRANSPORTATION SERVICES, BUT DOES NOT AND DOES NOT INTEND TO PROVIDE TRANSPORTATION SERVICES OR ACT IN ANY WAY AS A TRANSPORTATION CARRIER, AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION SERVICES PROVIDED TO YOU BY SUCH THIRD PARTIES.
Blade MAY INTRODUCE YOU TO THIRD-PARTY TRANSPORTATION PROVIDERS TO PROVIDE YOU TRANSPORTATION, BUT Blade DOES NOT ASSESS THE SUITABILITY, LEGALITY, OR ABILITY OF ANY THIRD-PARTY TRANSPORTATION PROVIDER AND YOU EXPRESSLY WAIVE AND RELEASE Blade FROM ANY AND ALL LIABILITY, CLAIMS, OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD-PARTY TRANSPORTATION PROVIDER. YOU ACKNOWLEDGE THAT Blade DOES NOT MONITOR ANY THIRD-PARTY TRANSPORTATION PROVIDER’S ON-GOING COMPLIANCE WITH ANY AND ALL LICENSING AND/OR PERMITTING RULES AND REGULATIONS, AND Blade WILL NOT BE RESPONSIBLE FOR ANY LIABILITY, CLAIMS, OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO A THIRD-PARTY TRANSPORTATION PROVIDER’S FAILURE TO MAINTAIN A CURRENT LICENSE AND/OR PERMIT. Blade WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING Blade’S SERVICES RESTS SOLELY WITH YOU. Blade WILL NOT ASSESS THE SUITABILITY, LEGALITY, OR ABILITY OF ANY SUCH THIRD PARTIES AND YOU EXPRESSLY WAIVE AND RELEASE Blade FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE SERVICE, OR IN ANY WAY RELATED TO THE THIRD PARTIES INTRODUCED TO YOU BY THE SERVICE.
THE QUALITY OF THE TRANSPORTATION SERVICES SCHEDULED THROUGH THE SERVICE IS ENTIRELY THE RESPONSIBILITY OF THE THIRD-PARTY PROVIDER WHO ULTIMATELY PROVIDES SUCH TRANSPORTATION SERVICES TO YOU. YOU UNDERSTAND THAT BY USING THE SERVICE, YOU MAY BE EXPOSED TO TRANSPORTATION THAT IS POTENTIALLY DANGEROUS, HARMFUL, OR OTHERWISE UNSAFE AND THAT YOU USE THE SERVICE AT YOUR OWN RISK.
IN NO EVENT WILL Blade, ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, DEATH, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THIS SERVICE, PERSONS YOU MEET THROUGH THE SERVICE OR FLIGHTS YOU BOOK THROUGH THE SERVICE.
26. THIRD PARTY DISPUTES. ANY DISPUTE YOU HAVE WITH ANY CARRIER, SERVICE PROVIDER, OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICE, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY AND YOU IRREVOCABLY RELEASE Blade AND ITS MEMBERS, AFFILIATES, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
27. Dispute Resolution.
a. Mandatory Arbitration. Please read this carefully. It affects your rights. YOU AND Blade AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THE EULA OR YOUR USE OF THE SERVICE. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration.
i. Commencing Arbitration. A party who intends to seek arbitration must first send to the other, by certified mail, a written notice of intent to arbitrate (a “Notice”), or, in the absence of a mailing address provided by you to Blade, to you via any other method available to Blade, including via e-mail. The Notice to Blade should be addressed to c/o 499 E. 34th Street, New York, NY 10016, Attn: General Counsel (the “Arbitration Notice Address”). The Notice must (A) describe the nature and basis of the claim or dispute; and (B) set forth the specific relief sought (the “Demand”). If you and Blade do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Blade may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (the “Rules”), AS MODIFIED BY THIS AGREEMENT. The Rules and AAA forms are available online at www.adr.org. If you are required to pay a filing fee to commence an arbitration against Blade, then Blade will promptly reimburse you for your confirmed payment of the filing fee upon Blade’s receipt of Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is equal to or greater than $1,000 or was filed in bad faith, in which case you are solely responsible for the payment of the filing fee.
ii. Arbitration Proceeding. The arbitration will be conducted in the English language. A single independent and impartial arbitrator will be appointed pursuant to the Rules, as modified herein. You and Blade agree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (A) the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (B) the arbitration will not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (C) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
iii. No Class Actions. YOU AND Blade AGREE THAT YOU AND Blade 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, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN THE ENTIRETY OF THIS MANDATORY ARBITRATION SECTION WILL BE NULL AND VOID.
iv. Decision of the Arbitrator. Barring extraordinary circumstances, the arbitrator will issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings will be closed to the public and confidential and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator will be in writing and will include a statement setting forth the reasons for the disposition of any claim. The arbitrator will apply the laws of the State of New York in conducting the arbitration. You acknowledge that these terms and your use of the Service evidences a transaction involving interstate commerce. The United States Federal Arbitration Act will govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in this EULA.
b. Equitable Relief. The foregoing provisions of this Dispute Resolution section do not apply to any claim in which Blade seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this EULA by Blade or any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Blade, and your only remedy will be for monetary damages, subject to the limitations of liability set forth in this EULA.
c. Claims. You and Blade agree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to this EULA or the Service, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
d. Improperly Filed Claims. All claims you bring against Blade must be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section will be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, Blade may recover attorneys' fees and costs up to $5,000, provided that Blade has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
e. Modifications. In the event that Blade makes any future change to the Mandatory Arbitration provision (other than a change to Blade’s Arbitration Notice Address), you may reject any such change by sending us written notice within 30 days of the change to Blade’s Arbitration Notice Address, in which case your account with Blade and your license to use the Service will terminate immediately, and this Dispute Resolution provision, as in effect immediately prior to the amendments you reject, will survive the termination of this EULA.
f. Enforceability. If only Section 18.a.iii or the entirety of this Section 18 is found to be unenforceable, then the entirety of this Section 18 will be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section 19 will govern any action arising out of or related to this EULA.
28. Governing Law. The laws of the State of New York, excluding its conflicts of law rules, govern this EULA and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of the state and federal courts located in New York County, New York, and you hereby irrevocably submit to personal jurisdiction in such courts, and waive any defense of inconvenient forum.
29. Assignment. You may not assign this EULA or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law, or otherwise, without the prior written consent of Blade. This means that in the event you dispose of any device on which you have installed the App, such as by sale or gift, you are responsible for deleting the App from your mobile device prior to such disposition. Blade may assign this EULA, including all its rights hereunder, without restriction.
30. Survival. The provisions of the EULA that are intended to survive the termination of the EULA by their nature will survive the termination of the EULA, including, but not limited to, Sections Titled: The Service, Your Use of the Service and Content, Third Party Software, Consent to Use of Data, Ownership, Feedback, Termination, Indemnity, No Warranty, Limitation of Liability, Third Party Disputes, Dispute Resolution, Governing Law, Assignment, Survival, Consent to Electronic Communications, Miscellaneous, and Contacting Blade.
33. Contacting Blade. You can contact Blade, Inc. by email at email@example.com, or by U.S. mail at c/o Evan Licht, 499 E. 34th Street, New York, NY 10016.
34. NOTICE REGARDING APPLE. You acknowledge that this EULA is between you and Blade only, not with Apple, and Apple is not responsible for the App or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the App. Apple, and Apple’s subsidiaries, are third party beneficiaries of this EULA, and upon your acceptance of this EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce this EULA against you as a third party beneficiary of this EULA. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If Blade provides a translation of the English language version of these Terms, the translation is provided solely for convenience, and the English version will prevail.