Terms of Service

15. Dispute Resolution (Including Arbitration Agreement; Class Action Waiver; Jury Trial Waiver)

PLEASE READ THIS SECTION CAREFULLY — IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

Please read this Section 15 carefully because it affects your legal rights. In the unlikely event that you’re not satisfied with Metropolis customer service and you and we are unable to resolve a Dispute (defined below) through the Informal Dispute Resolution Process (set forth below), you and we agree to resolve the Dispute through binding individual arbitration or small claims court instead of in courts of general jurisdiction except as specifically provided herein.

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 limited review by courts. Unless expressly limited by this arbitration agreement, arbitrators can award the same relief that a court can award. 

A.  Arbitration Agreement

(1) Binding Individual Arbitration 

To the fullest extent permitted by applicable law, you and Metropolis agree to arbitrate any dispute or claim between us ("Disputes"), except for Disputes that (1) arise from physical bodily injury or death or (2) involve disagreements or claims that pertain to enforcing, protecting, or the validity of intellectual property rights (patents, copyrights, trademarks, and trade secrets). Dispute is intended to be broadly interpreted to the fullest extent permitted under the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"). Dispute includes, but is not limited to:

• disputes or claims arising out of or relating to any aspect of the relationship between you and Metropolis, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory;

• disputes or claims related to the Service, including Parking Services and BagsVIP Services;

• disputes or claims arising out of or related to these Terms;

• disputes or claims that arose before these or any prior Terms (including, but not limited to, claims relating to advertising), including disputes or claims for which notice has already been provided;

• disputes or claims for mental or emotional distress or injury not arising out of physical bodily injury;

• disputes or claims that are currently the subject of purported class action litigation in which you are not a member of a certified class; and

• disputes or claims that arise after the termination of these Terms.

References to "Metropolis," or "we" in this arbitration agreement include our respective predecessors in interest, successors and assigns, as well as our respective past, present and future parents, subsidiaries and each of their respective directors, officers, employees, agents, joint venturers, service providers and suppliers. This arbitration agreement applies to all individuals accessing or using the Services. If you are a legal entity, see Section 15(C) below. Notwithstanding the foregoing, either you or Metropolis may elect to have a Dispute heard in small claims court seeking only individualized relief so long as it remains in that court and advances only on an individualized (non-class, non-representative) basis. Whether a Dispute falls within the jurisdictional limits of small claims court is for the appropriate small claims court to decide in the first instance, and for a court of competent jurisdiction to otherwise decide. Either party may seek declaratory or equitable relief in a court of competent jurisdiction regarding whether a Dispute is time-barred and any arbitration shall be stayed. The arbitrator shall decide all issues except the following, which are for a court of competent jurisdiction to decide: (1) issues reserved for a court in these Terms; (2) issues related to the scope, validity and enforceability of the arbitration agreement, class action waiver, jury trial waiver, or any provisions of this Dispute Resolution Section (Section 15); (3) issues related to arbitrability; and (4) issues related to whether these Terms or different Terms (including, but not limited to, a prior version of these Terms) applies to the Dispute. You and we agree that these Terms evidence a transaction in interstate commerce, and thus you and we agree that this arbitration agreement shall be interpreted and enforced in accordance with the FAA and federal arbitration law (not state arbitration law).

(2) Mandatory Informal Dispute Resolution

You and Metropolis agree that good-faith, informal efforts to resolve disagreements often can result in a prompt, cost-effective, and mutually beneficial outcome. Therefore, a party who intends to initiate arbitration shall first send to the other a written Notice of Dispute ("Notice"). A Notice from you to Metropolis shall be emailed to help@metropolis.io ("Notice Address"). A Notice to you by Metropolis shall be sent to the email address we have on file for you. Any Notice must include (1) the claimant’s name, address, telephone number, and email address; and (if different) the email address associated with the relevant account; (2) a detailed description of the nature and basis of the Dispute, including any relevant facts and information sufficient to identify any transaction or interaction including any applicable date, time, location, and vehicle; (3) a detailed description of the nature and basis of the specific relief sought, including the damages sought (if any) and a good faith calculation for them; (4) a personally signed statement from the claimant (and not their counsel) verifying the accuracy of the contents of the Notice; and (5) if you are the claimant and are represented by counsel, your signed statement authorizing us to disclose your account, transaction, and other applicable information to your attorney while seeking to informally resolve your claim to safeguard your information. After receipt of a Notice, the parties shall engage in a good faith effort to resolve the Dispute for a period of 60 days (which can be extended by agreement). You and we agree that, after receipt of the Notice, the recipient may request an individualized telephone or video settlement conference (which can be held after the 60-day period) and both parties will personally attend (with counsel, if represented). You and we agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually-convenient time. If you and Metropolis do not reach an agreement to resolve the Dispute within 60 days after the Notice is received (or a longer time if agreed to by the parties), you or we may commence an arbitration proceeding. You and Metropolis agree that completion of this mandatory informal dispute resolution process ("Process") is a condition precedent to initiating arbitration. If the sufficiency of a Notice or compliance with this Process is at issue, such issue may be raised with a court of competent jurisdiction at either party's election, and any arbitration shall be stayed. The court shall have the authority to enforce this condition precedent to arbitration, including the power to enjoin the filing or prosecution of the arbitration. Nothing in this paragraph limits the right of a party to seek relief (including damages) for non-compliance with this Process in arbitration. All applicable limitations periods (including statutes of limitation) shall be tolled from the date of receipt of a Notice through the conclusion of this Process or the date on which the party providing the Notice withdraws or abandons the Dispute. 

(3) Binding Arbitration

The arbitration shall be administered by National Arbitration & Mediation ("NAM") in accordance with the then-current NAM rules (including the Comprehensive Dispute Resolution Rules and Procedures and/or the Mass Filing Supplemental Dispute Resolution Rules and Procedures, as applicable) ("NAM Rules"), as modified by this arbitration agreement. If NAM is unable or unwilling to administer the arbitration consistent with this arbitration agreement, and the parties cannot agree on an alternative provider that will do so, then you or we may petition a court of competent jurisdiction to appoint an administrator or arbitrator that will do so. The NAM Rules are available online at https://www.namadr.com/resources/rules-fees-forms/, by calling NAM at 1-800-358-2550, or by requesting them in writing at the Notice Address. You may obtain a form to initiate arbitration at: https://www.namadr.com/content/uploads/2024/09/Revised-Comprehensive-Demand-for-Arb-9.17.24.pdf or by contacting NAM. An arbitration demand shall be accompanied by a copy of the Notice and a certification of compliance with the Process, disclose any person or entity that is funding the prosecution of the arbitration, and include the original handwritten signature of the party initiating arbitration (and counsel, if represented). The arbitration demand shall also identify if any AI tool was used in connection with preparing the demand for arbitration, the Notice, a declaration, or any accompanying materials.  If such a tool was used, the party initiating arbitration shall identify the specific tool at the time that the arbitration demand is submitted to NAM. If you are submitting the arbitration demand, you shall send it to us at the Notice Address and follow the NAM Rules for initiating arbitration. If we are submitting the arbitration demand, we shall send it to the email address we have on file for you and follow the NAM Rules for initiating arbitration. By submitting an arbitration demand, the party (and counsel, if represented) represent that, as in federal court, they are complying with the requirements of Federal Rule of Civil Procedure 11(b). The arbitrator is authorized to impose any sanctions available under Federal Rule of Civil Procedure 11 and the NAM Rules on represented parties and their counsel. The parties shall select a single, neutral arbitrator through a strike-and-rank process. The arbitration will be conducted based solely on written submissions, unless either party requests an in-person, telephonic, or videoconference hearing and the arbitrator decides that such a hearing is warranted. If an in-person arbitration hearing has been requested and deemed warranted by the arbitrator, it shall be held within 50 miles of the county or parish in which you reside or at another mutually agreed location. You and a Metropolis representative will personally appear at any hearing (with counsel, if represented). 

THE ARBITRATOR MAY AWARD ON AN INDIVIDUAL BASIS ANY RELIEF THAT WOULD BE AVAILABLE IN COURT, INCLUDING INJUNCTIVE OR DECLARATORY RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM. YOU AND METROPOLIS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS YOU AND METROPOLIS AGREE OTHERWISE, AN ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. If, after exhaustion of all appeals, any of these prohibitions on non-individualized injunctive or declaratory relief and class, collective, consolidated, private attorney general, or representative proceedings are found to be unenforceable with respect to a particular claim or request for relief (such as a request for public injunctive relief), then such claim or request for relief will be decided by a court of competent jurisdiction, after all other claims and requests for relief are arbitrated. 

Both parties have the right to file dispositive motions prior to any hearing. Any exchange of information ordered by the arbitrator shall be proportional to the needs of the case, take into account the amount in controversy and burdens to the parties, and be designed to be efficient and cost-effective, while ensuring a fundamentally fair process for both parties. Any submission containing AI-generated content must include a certification by the party (or counsel, if the party is represented) that they have personally verified the content's accuracy. The arbitrator shall issue a reasoned written decision sufficient to explain essential findings and conclusions. The arbitrator shall apply the cost-shifting provisions of Federal Rule of Civil Procedure 68 after entry of an award. An award shall have no preclusive effect in any other arbitration or proceeding involving non-identical parties. You and we agree that any arbitrations between you and Metropolis will be subject to this arbitration agreement and not to any prior arbitration agreement you had with Metropolis, and, notwithstanding any provision in any other terms to the contrary, you agree that this Section 15 supersedes any prior arbitration agreement you had with Metropolis, including with respect to Disputes that arose before this or any prior arbitration agreement.

(4) Costs of Arbitration

Payment of arbitration fees will be governed by the NAM Rules and the applicable fee schedule. You and Metropolis agree that the parties have a shared interest in reducing the costs and increasing the efficiencies associated with arbitration. Therefore, you or Metropolis agree that the parties (and counsel, if represented) will work together in good faith to ensure that arbitration remains cost-effective for all parties. 

(5) Additional Procedures for Mass Arbitration

You and Metropolis agree that these Additional Procedures for Mass Arbitration (in addition to the other provisions of this arbitration agreement) will apply if you choose to participate in a Mass Arbitration as defined herein. If 25 or more similar Disputes (including yours) are asserted against Metropolis by the same or coordinated counsel or are otherwise coordinated ("Mass Arbitration"), you understand and agree that the resolution of your Dispute might be delayed and ultimately proceed in court. The parties agree that as part of these procedures, their counsel shall meet and confer in good faith in an effort to resolve the Disputes, streamline procedures, address the exchange of information, modify the number of Disputes to be adjudicated in either stage (set forth below), submit threshold administrative issues to a NAM Procedural Arbitrator (to be selected through a strike-and-rank process), and conserve the parties’ and NAM's resources. If your Dispute is part of a Mass Arbitration, any applicable limitations periods (including statutes of limitations) shall be tolled for your Dispute from the time that your Dispute is first submitted to NAM until your Dispute is selected to proceed as part of the staged process set forth below or is settled, withdrawn, otherwise resolved, or opted out of arbitration pursuant to this provision. A NAM Procedural Arbitrator has authority consistent with the NAM Rules and shall also have the authority to address other threshold administrative issues requested by either side consistent with this arbitration agreement. This shall include, but not be limited to, whether a Dispute is a consumer or commercial dispute for purposes of determining the applicable fee schedule.

Stage One: In the first stage, if there are 50 Disputes or more, claimants’ counsel and Metropolis will each select 25 Disputes to be filed as cases (50 cases total) in arbitration and resolved individually by different arbitrators selected through a strike-and-rank process. If there are fewer than 50 Disputes, all will be filed as cases in arbitration. In the meantime, no other Disputes may be filed or proceed in arbitration as cases, and NAM will not assess or demand payment of fees for the remaining Disputes or cases, nor will NAM administer them. The number of Disputes to be selected to proceed as filed cases in Stage One may be increased by agreement of counsel. If a case is withdrawn before the issuance of an arbitration award, another Dispute shall be selected to proceed as part of Stage One. The arbitrators are encouraged to resolve the cases within 120 days of appointment or as swiftly as possible thereafter, consistent with fairness to the parties. After these arbitrations are completed, counsel for the parties shall promptly engage in a global mediation with a retired state or federal court judge and attempt to resolve all remaining Disputes while considering in good faith the results of the Stage One Disputes (which shall be shared with the mediator on an anonymized basis). Metropolis shall pay the mediator's fee.

Stage Two: If the parties cannot agree how to resolve the remaining Disputes after mediation, they will repeat the process of selecting and filing 50 cases total (which can be modified by agreement of the parties) to be resolved individually by different arbitrators selected through a strike-and-rank process, followed by another global mediation consistent with the approach set forth above.

If your Dispute is not resolved as part of the process set forth above:

Option One: You and Metropolis may, separately or by agreement, opt out of arbitration and elect to have your Dispute heard in a court of competent jurisdiction consistent with these Terms (including the remainder of the Dispute Resolution Section – Section 15). You may opt out of arbitration of this Dispute by sending us a written notice to our Notice Address, with your original handwritten signature, that includes a clear statement that you wish to opt out of the arbitration of this Dispute within 30 days after the conclusion of the second mediation. Metropolis may opt your Dispute out of arbitration by sending a written notice with a clear statement of its intention to opt out to your counsel within 14 days after the expiration of your 30-day opt-out period. Counsel for the parties may agree to adjust these deadlines. 

Option Two: If neither you nor Metropolis elect to have your Dispute heard in court consistent with Option One, then you agree that your Dispute will be resolved as part of continuing, staged individual arbitration proceedings as set forth above, with four differences. First, a total of 100 cases may be filed in each stage. Second, the cases will be randomly selected. Third, arbitrators who decided cases in the first two stages may be appointed in later stages if different arbitrators are not available. Fourth, mediation is optional and based on agreement of counsel for the parties.

You and Metropolis agree that the parties (and counsel, if represented) will work together in good faith to implement the staged process set forth in this Additional Procedures for Mass Arbitration provision. Between stages, counsel will meet and confer regarding ways to improve the efficiency of the staged proceedings, including whether to increase or decrease the number of cases in any stage or to implement an alternative approach to administration of the remaining Disputes, or to address issues with a NAM Procedural Arbitrator.

A court of competent jurisdiction shall have the authority to enforce these Additional Procedures for Mass Arbitration, including by enjoining the mass filing, the prosecution, or administration of arbitrations. The Additional Procedures for Mass Arbitration provision and each of its requirements are essential parts of this arbitration agreement. If, after exhaustion of all appeals, a court of competent jurisdiction decides that the Additional Procedures for Mass Arbitration apply to your Dispute and are not enforceable, then your Dispute shall not proceed in arbitration and shall only proceed in a court of competent jurisdiction consistent with the remainder of these Terms (including the remainder of the Dispute Resolution Section – Section 15).

You and Metropolis agree that we each value the integrity and efficiency of arbitration and wish to employ the process for the fair resolution of genuine and sincere Disputes between us. You and we acknowledge and agree to act in good faith to ensure the processes set forth herein are followed. The parties further agree that application of these Additional Procedures for Mass Arbitration have been reasonably designed to result in an efficient and fair adjudication of such cases.

(6) Changes to This Arbitration Agreement

Metropolis will provide 30 days' written notice before making any material changes to this Section 15. Changes take effect on the 30th day. Continued access or use after that date constitutes acceptance.

You and Metropolis agree that any Notices or filed or pending arbitrations between you and Metropolis will be subject to this arbitration agreement and not to any prior arbitration agreement you had with us. You further agree that notwithstanding any provision in any prior arbitration agreement to the contrary, this arbitration agreement replaces and supersedes any prior arbitration agreement you had with Metropolis and will govern and apply to all Disputes, including all Disputes that arose before the effective date of this arbitration agreement. If you do not wish to have this arbitration agreement apply to you and your Disputes, then you must close your Metropolis account (if applicable), uninstall or delete the App (if applicable), cease accessing or using any Service, and terminate your relationship with us prior to the effective date.

B.  Class Action Waiver; Jury Trial Waiver

YOU AND METROPOLIS AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY MAY BRING CLAIMS (WHETHER IN COURT OR IN ARBITRATION) AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT PARTICIPATE AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, YOU OR METROPOLIS MAY PARTICIPATE IN A CLASS-WIDE SETTLEMENT.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND METROPOLIS WAIVE THE RIGHT TO A JURY TRIAL.

C.  Dispute Resolution for Legal Entities

If you are a legal entity, all Disputes will not be subject to arbitration and you and Metropolis agree to have such Disputes governed by the laws of the State of Delaware (without regard to conflict-of-law provisions), and you consent to the exclusive jurisdiction of state and federal courts in Delaware consistent with the provisions set forth below.