Date of Last Revision: November 20, 2020

Rock Gate Capital, LLC (d/b/a 160 Driving Academy) (“Company,” “we,” “us,” “our”) provides to you the employer-related features and functions of the Truckers Network, including through our website located at www.truckersnetwork.com (the “Site”), or other websites maintained by us, and through our related mobile applications (if any) that are made available to you and related services (collectively, such services, applications and Site, and any new features thereof, the “Service(s)”), subject to the following terms of service (as amended from time to time, these “Terms of Service”). We reserve the right, at our sole discretion, to change or modify portions of these Terms of Service at any time. If we do this, we will post the changes on this page, and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through a Services user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Services or changes made for legal reasons will be effective immediately. Your continued use of any component of the Service, including by maintaining an account with us (if applicable), after the date any such changes become effective constitutes your acceptance of the new Terms of Service.

 

PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST COMPANY TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT, (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS.

 

In addition, when using or receiving the Services, you will be subject to any additional terms applicable to such services that may be posted on the Service from time to time, including, without limitation, the Privacy Policy located at www.truckersnetwork.com/privacy. All such terms are hereby incorporated by reference into these Terms of Service.

 

Access and Use of the Service

 

Services Description: The Service is a platform referred to as “the Truckers Network” where you as a potential employer or service recipient can list commercial truck driving employment opportunities or other work openings (each, a “Listing”), and where potential employees or contractors (each, a “Driver”) can review such Listings (such platform, the “Platform”). Drivers can provide their relevant information and experience on the Platform. You and Drivers can communicate via the Platform regarding the Listings. You can make offers (including conditional offers) to Drivers to hire or engage them for the job or work described in a Listing (an “Offer”) via the Platform, and Drivers can accept or reject an Offer via the Platform.

 

Plan Definitions and Tiers: The Service offers two alternative payment models depending on your needs as an employer:

• “Self-Service” – Customers who select the Self-Service plan will be billed based on the duration of time that each job is posted. This is the default plan for all employers. Self-Service jobs automatically renew every 30 days unless the customer cancels automatic renewal. If the job has been canceled it may remain visible to drivers after the 30 day period since the last renewal, but you will not be able to view applicants that applied since the job expired unless you renew the posting for another 30 days. Customers can opt-out of auto renewal from multiple pages within the portal, or by submitting a request to [email protected].
  
  Self Service customers have the option to choose from one of three pricing tiers for each job post. Customers will be charged for each job according to the tier that was selected for it. Customers have the option to upgrade tiers at any point while the job is active. Customers can choose from the following tiers:
• “Standard” – Jobs posted within the Standard tier are visible to drivers on the Truckers Network mobile app. Customers can view limited information about the drivers who have applied to the posting and can only communicate with applicants through the live chat available in the interface.
• “Promoted” – Jobs posted within the Promoted tier have all of the benefits of the Standard tier. Promoted jobs are also displayed before standard jobs within a certain radius of where a driver is searching, and are indicated as “Featured”.
• “Premium” – Jobs posted within the Premium tier include all of the benefits of the Standard and Promoted tiers. Premium jobs also include the ability for the Customer to access the contact information for applicants within the specific job posting. Contact information is provided based on availability, and may not be available for every applicant.
• “Enterprise” – Customers on the Enterprise plan will be billed for each driver upon hire. Enterprise job postings may be renewed indefinitely at no additional cost.

 

Offers: Whether or not you extend an Offer to a Driver is solely at your discretion, subject to compliance with any applicable local, state, national or international law, rule, or statute, or any ordinances, codes, treaties, guidance, regulations having the force of law (collectively, “law”). Whether or not a Driver accepts or rejects an Offer is entirely at the discretion of such Driver. You, and not the Company, are responsible for ensuring that all Offers, and all of your other interactions with any Driver using the Platform or the Service, comply with applicable employment laws, including laws with respect to anti-discrimination, anti-harassment, credit and other background checks, pay equity, the payment of wages and the classification of independent contractors.

 

Disclaimers Regarding Offers and Drivers: You are solely responsible for interviewing Drivers, performing background and reference checks, conducting any other due diligence that you may require or that may be required by law, verifying information provided by Drivers, and selecting an appropriate Driver. You specifically acknowledge that, to the fullest extent permitted by applicable law, you, and not the Company, are responsible for complying with the Fair Credit Reporting Act, state criminal background checks laws, anti-discrimination laws, and other laws relating to background checks.

 

You acknowledge that the Company acts as a passive platform for sharing employment or other work opportunities. By using the Services, you acknowledge that we do not have control over the quality, accuracy, completeness, veracity or legality of content provided by third parties, including Drivers; you acknowledge that the Company does not, nor has any obligation to, inquire into the backgrounds, certifications, licenses or education of the Drivers, or attempt to verify the statements, materials or information provided by Drivers.

 

In addition, you acknowledge that we do not have control over the integrity, responsibility or actions of Drivers. The Company does not guarantee or make any representations regarding the performance of any Driver. We make no guarantee as to the number or quality of Drivers that you will view or that contact you as a result of your Listing.

 

Platform Usage (Enterprise Customers): Any Offers accepted by a Driver outside of the Platform will be deemed to be Offers accepted via the Platform, and subject to the fee payment obligation described above in the Section titled “Fees”. If you communicate or attempt to communicate with a Driver regarding a Listing, or actually or attempt to extend or solicit an Offer outside of the Platform, you may be subject to immediate account suspension or termination, and/or subject to the payment of additional fees equal to the amount owed by without any promotional discount applied, or the highest rate permitted under applicable law.

 

Notification Upon Employment or Engagement of a Driver (Enterprise Customers): Once an Offer is accepted by a Driver, you must conduct any additional verification or diligence regarding such Driver. Under no circumstances will 160 Driving Academy take any responsibility for any driver’s criminal background DOT Physical, Drug Test, Job History, Driver Scoring or Driver Safety reporting.  If and when you and the applicable Driver enter into an employment relationship or service contract, you must promptly notify Company by emailing us at . Once we verify that you and the applicable Driver have entered into an employment relationship or service contract for the employment opportunity or work described in the applicable Listing, you will be obligated make the payments described in the Section titled “Fees” below.

 

Enterprise Customer Fees: For any Offer that is accepted by a Driver, the amount you will be charged will be confirmed at the time you made the Offer and you will pay the Company such fees. You will be charged such fees if and when you and a Driver that has accepted your Offer enter into a separate employment relationship or services agreement, as described in “Notification Upon Employment or Engagement of a Driver”. Your payment of such fees will be processed as described below in the Section titled “Payment Processing”. Payments made by you are final and non-refundable.

 

Self-Service Customer Fees: For any job that is posted to the platform, the amount you will be charged for one calendar month of post “activation” will be confirmed at the time you post the job and you will pay such fees. You will be charged such fees immediately upon posting the job. All subsequent charges will be added to a recurring invoice which will be billed at the beginning of the following month. Your payment of such fees will be processed as described below in the Section titled “Payment Processing”. Payments made by you are final and non-refundable.

 

Employment or Engagement is Solely Between You and Driver: Any employment relationship or service contract between you and a Driver is an employment relationship or agreement between those two parties; the Company is not a party to that relationship or agreement. The Company does not guarantee any actual employment relationship, service contract or payment. No joint venture, partnership, employment, or agency exists between or among you, any Driver and/or the Company as a result of your use of the Service, and Company is not a joint employer of any Driver. You are solely responsible for and assume all liability for proper classification of Drivers as independent contractors or employees based on applicable law. You agree to indemnify the Company for any “joint employer”, “integrated employer” or similar joint liability that may arise under applicable law.

 

Trademark License: By uploading (or permitting Company to upload) an image displaying your name and/or logo or other identifying feature (“Account Logo”), you hereby grant Company and its affiliated companies a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable (directly and indirectly through multiple tiers), irrevocable license to display your Account Logo on the Platform in connection with your account or Listings.

 

  Your Registration Obligations: You are required to register with the Company in order to access and use certain features of the Service. If you choose to register for the Service, you agree to provide and maintain true, accurate, current and complete information about yourself as prompted by the Service’s registration form. You are responsible for maintaining the confidentiality of your password and account, if any, and are fully responsible for any and all activities that occur under your password or account. You agree to immediately notify Company of any unauthorized use of your password or account or any other breach of security. Company is not liable for any loss or damage arising from your failure to comply with these obligations. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 18 years of age, you are not authorized to use the Service, with or without registering. You may not register for more than one account.

 

  User Account Settings, Password and Security: You may control your account and how you interact with the Services by changing the settings on your Settings page. When creating your account or uploading content to the Services through your account, you represent and warrant that you will provide accurate and complete information. You are expected to use "strong" passwords (passwords that use a combination of upper and lowercase letters, numbers and symbols) with your account. You are responsible for maintaining the confidentiality of your password and account (if applicable), and are solely and fully responsible for any and all activities that occur under your password or account. You must exercise caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You understand and agree that your account is personal to you and you agree not to provide any other person outside of your corporate entity with access to the Services using your username, password, or other security information. You also agree to ensure that you logout from your account at the end of each session. You are responsible for any password misuse or any unauthorized access. You agree to (a) immediately notify Company of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Company will not be liable for any loss or damage arising from your failure to comply with this Section.

 

  Deleting Your Account: You may delete your account at any time by sending an email with the request in the subject line to [email protected]. Note that doing so will delete all your data and information stored on the Platform or uploaded via the Services, subject to our rights under the Privacy Policy, and we will bear no responsibility for such loss of data or information. All fees incurred prior to de-registration will be due and owing, until paid in full, such account deletion notwithstanding.

 

  Other Users You are solely responsible for your interactions with other users of the Services, including Drivers. We reserve the right, but have no obligation, to monitor disputes between you and other users of the Services, including Drivers. We shall have no liability for your interactions with other users of the Services, or for any user's action or inaction. Company shall have no obligation to you to enforce these Terms of Service or any other agreement against any other user of the Services. You agree to deal fairly and professionally with Drivers who may respond to your Listings.

 

  Information of Other Users: You represent, warrant and promise that: (a) you will use the personal information of other users of the Services that you can view or access via the Services in accordance with applicable communication, privacy and data protection laws; (b) you shall not further disclose any such personal information to a third party, except for personal information about a Driver as needed to conduct a background checks with respect to such Driver; (c) you will implement appropriate physical, technical, and administrative measures to protect such personal information from loss, misuse, unauthorized access, disclosure, alteration or destruction, and you will notify Company immediately in the event of any suspected or actual unauthorized access or disclosure of such personal information; (d) you will not use such personal information from to send unsolicited mail, e-mails, phone calls, SMS, or faxes regarding promotions and/or advertising of your or a third party’s products or services; and (e) you will respect the privacy choices of Drivers.

 

Non-Disclosure; Compliance with Law: You agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload, any portion of the Service, use of the Service, or access to the Service. You agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or upload, any information regarding Drivers accessed via the Services, or provided to you by a Driver via use of the Services; you may solely use such information for the limited purpose of evaluating a Driver to determine their suitability for the employment opportunity or work described in your specific Listing. You may not use the Services or any component thereof for any purposes other than your solicitation of Drivers for the employment or other work opportunities described in your Listing(s). You agree to comply with all laws regarding your use of the Service.

 

  Modifications to Service: Company reserves the right to modify, suspend, limit, condition, or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Company will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

 

  General Practices Regarding Use and Storage: You acknowledge that Company may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on Company’s servers on your behalf. You agree that Company has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service, including any Listing or communications with a Driver. You acknowledge that Company reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Company reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

 

Mobile Services: The Service may include certain services that may be available via a mobile device, including (a) the ability to browse the Service and the Site from a mobile device and (b) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the “Mobile Services”). To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding the Services by SMS, MMS, text message or other electronic means to your mobile device, and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your Company account information to ensure that your messages are not sent to the person that acquires your old number.

 

Conditions of Use

 

  User Conduct: You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials (“content”) that you upload, post, publish or display (hereinafter, “upload”) or email or otherwise use via the Service, including any Listings. The following are examples of the kind of content and/or use that is illegal or prohibited by Company. Company reserves the right to investigate and take appropriate legal action against anyone who, in Company’s sole discretion, violates this provision, including without limitation, removing the offending content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities. You agree to not use the Service to:

 

1. email or otherwise upload any content that (i) infringes any intellectual property or other proprietary rights of any party; (ii) you do not have a right to upload under any law or under contractual or fiduciary relationships; (iii) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) poses or creates a privacy or security risk to any person; (v) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “contests,” “sweepstakes,” or any other form of solicitation; (vi) is unlawful, harmful, threatening, abusive, harassing, tortious, excessively violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; (vii) is false or misleading, or otherwise deceptive; (viii) is illegal or offensive; or (ix) in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose Company or its users to any harm or liability of any type;
2. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
3. violate any applicable law;
4. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
5. solicit personal information from anyone under the age of 18;
6. harvest or collect email addresses or other contact information or personally identifiable of other users from the Service by electronic or other means Services, except as expressly permitted by certain features of the Services;
7. attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services;
8. take any action that imposes, or may impose, as determined in our sole discretion, an unreasonable or disproportionately large load on our infrastructure
9. advertise or offer to sell or buy any goods or services for any business purpose that is not specifically authorized;
10. further or promote any criminal activity or enterprise or provide instructional information about illegal activities; or
11. obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.

 

Review of Listings: Company administrators may review each Listing you upload or attempt to upload before it is publicly displayed or posted on the Platform to confirm that such Listing conforms to the requirements set forth above and elsewhere in these Terms of Service. If a Listing is determined to not conform to such requirements, you will receive a notification that the Listing was rejected; this notification may include the reason for such rejection. You may attempt to upload such Listing again if and only if the Listing has been revised to conform to the requirements, and, if a specific reason for the initial rejection was supplied, specifically revised to address such reason. Company reserves the right to suspend or terminate your account or use of the Service, if any Listing(s) fails to conform to the requirements set forth above and elsewhere in these Terms of Service, or if Company believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service.

 

Payment Processing: Upon your registration for the Services, you will be required to provide information regarding your credit card or other payment instrument. Collection of such information and the processing of payment of fees will be performed by third party payment processers (, the “Payment Processors”). Company currently uses Stripe (https://stripe.com/) as its Payment Processor, but reserves the right to change Payment Processors. You will tender payment to the applicable Payment Processor. Fees will be processed by the applicable Payment Processor. You are bound by the applicable Payment Processor’s terms and conditions for the processing of payments, as the same may be modified by such Payment Processor from time to time (collectively, the “Payment Processer Terms”). Information provided to any Payment Processor is governed by the applicable Payment Processor Terms. Stripe’s Payment Processer Terms are comprised of Stripe’s Connected Account Agreement, located at https://stripe.com/connect-account/legal, which includes the Stripe Services Agreement located at https://stripe.com/legal and Stripe’s Global Privacy Policy located at https://stripe.com/privacy. We are not responsible for the performance of any Payment Processor, including Stripe. You represent and warrant to Company that such information is true and that you are authorized to use the payment instrument. You agree to pay Company the amount that is specified in the payment plan in accordance with the terms of such plan and these Terms of Service. You shall be responsible for all taxes associated with the Services other than U.S. taxes based on Company’s net income. If your payment fails, we may immediately cancel or revoke your access to the Services. If you contact your bank or credit card company to decline or reverse the charge of fees, we may revoke your access to our Services in general.

 

  Special Notice for International Use; Export Controls: Software (defined below) which may be available in connection with the Service and the transmission of applicable data, if any, is subject to United States export controls. No Software may be downloaded from the Service or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk. Recognizing the global nature of the Internet, you agree to comply with all local laws regarding your use of the Service, including as it concerns online conduct and acceptable content. The Services may not be used or otherwise provided or made available, either directly or indirectly, (a) in Cuba, Iran, North Korea, Syria, Crimea region of Ukraine, or any other country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders. You agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list and that you will not share the Services with anyone whose status is described in items (a) or (b) above.

 

Third Party Distribution Channels

Company may offer Software applications that may be made available through the Apple App Store, the Google Play Store or other distribution channels (“Distribution Channels”). If you obtain such Software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms of Service are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third party products and services in connection with your use of our Services, you agree to comply with all applicable terms of any agreement for such third party products and services.

With respect to Software that is made available for your use in connection with an Apple-branded product (such Software, “Apple-Enabled Software”), in addition to the other terms and conditions set forth in these Terms of Service, the following terms and conditions apply:

• Company and you acknowledge that these Terms of Service are concluded between Company and you only, and not with Apple Inc. (“Apple”), and that as between Company and Apple, Company, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof.
• You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service.
• Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms of Service.
• Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software.
• Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be Company’s sole responsibility, to the extent it cannot be disclaimed under applicable law.
• Company and you acknowledge that Company, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
• In the event of any third party claim that the Apple-Enabled Software or the end-user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between Company and Apple, Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
• You 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 you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to Company as follows:

 

Company and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Service with respect to the Apple-Enabled Software, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you with respect to the Apple-Enabled Software as a third party beneficiary thereof.

 

Google-Sourced Software: The following applies to any Software application you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that these Terms of Service are between you and Company only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service; (iii) Google is only a provider of Google Play where you obtained the Google-Sourced Software; (iv) Company, and not Google, is solely responsible for Company’s Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms of Service; and (vi) you acknowledge and agree that Google is a third-party beneficiary to this Agreement as it relates to Company’s Google-Sourced Software.

 

Open Source Software: The Service (and other technology that is distributed as part of the Service) provided or made available to you may contain or be provided together with open source software (“Open Source Software”). Each item of Open Source Software is subject to its own applicable license terms, which, if applicable, can be found at truckersnetwork.com/licenses and/or in the Service documentation or the applicable help, notices, about or source files. Copyrights to the Open Source Software are held by the respective copyright holders indicated therein.

 

Intellectual Property Rights

 

  Service Content, Software and Trademarks: You acknowledge and agree that the Service may contain content or features, including the Platform (“Service Content”) that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by Company, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, perform, provide, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service. In connection with your use of the Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. If you are blocked by Company from accessing the Service (including by blocking your IP address), you agree not to implement any measures to circumvent such blocking (e.g., by masking your IP address or using a proxy IP address). Any use of the Service or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of Company, our affiliates and our partners, including the proprietary technology embodied in Company’s proprietary software (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by Company.

 

The Company name and logos are trademarks and service marks of Company (collectively the “Company Trademarks”). Other company, product, and service names and logos which may be used and displayed via the Service may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Company. Nothing in these Terms of Service or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of Company Trademarks displayed on the Service, without our prior written permission in each instance. All goodwill generated from the use of Company Trademarks will inure to our exclusive benefit.

 

  Third Party Material: Under no circumstances will Company be liable in any way for any content or materials of any third parties, including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Company does not pre-screen content, but that Company and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the Service. Without limiting the foregoing, Company and its designees will have the right to remove any content that violates these Terms of Service or is deemed by Company, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

 

  User Content Transmitted Through the Service: With respect to the content, data, information, or other materials you upload through the Service or share with other users or recipients (including, as applicable, the Listings) (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein. Without limiting the license granted to Company in the Section titled “Trademark License”, by uploading (or permitting Company to upload) any User Content you (i) hereby authorize Company and its third-party service providers to derive statistical and usage data relating to your use of the Service and (ii) hereby grant Company and its affiliated companies a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, irrevocable license to copy, display, upload, perform, distribute, store, modify and otherwise use your User Content and any statistical and usage data relating to your use of the Service derived by Company or its third-party service providers in connection with the operation of the Service; and the development of new products and services, or the marketing or promotion of any of the foregoing; in any form, medium or technology now known or later developed. You shall be solely responsible for your User Content and the consequences of posting, providing or publishing it.

 

You acknowledge and agree that we may, with no liability or penalty, remove any Listing or other User Content, communication or information uploaded or communicated, which in the sole judgment of Company, violates or may violate these Terms of Service, applicable law or third party terms; or may adversely affect Company; or is false, inaccurate, misleading, deceptive, fraudulent, libelous, defamatory, immoral, offensive, obscene, pornographic, disruptive, threatening, abusive or illegal; or which may violate or lead to the violation of the rights of, or harms or threatens the safety and privacy of any third party.

 

We also have the right to:

• Remove or refuse to post any User Content for any or no reason in our sole discretion.
• Take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates these Terms of Service, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or the public, or could create liability for us.
• Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
• Take legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site, Platform or the Services.
• Terminate or suspend your access to all or part of Platform, Site or Service for any or no reason, including without limitation, any violation of these Terms of Service.

 

Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS SUBSIDIARIES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, AND EMPLOYEES, FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY ALL SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

 

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service (“Submissions”), provided by you to Company are non-confidential and Company will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

 

You acknowledge and agree that Company may preserve content and may also disclose content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Company, its users and the public. You understand that the technical processing and transmission of the Service, including your content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

 

Copyright Complaints: Company respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Company of your infringement claim in accordance with the procedure set forth below.

 

Company will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Company’s Copyright Agent at [email protected] (Subject line: “DMCA Takedown Request”). You may also contact us by mail at:

 

To be effective, the notification must be in writing and contain the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
• a description of the copyrighted work or other intellectual property that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the Service, with enough detail that we may find it on the Service;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

 

Counter-Notice: If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your User Content, you may send a written counter-notice containing the following information to the Copyright Agent:

• your physical or electronic signature;
• identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
• your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court located within the Northern District of Illinois and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Copyright Agent, Company will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

 

  Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances and at Company's sole discretion, users who are deemed to be repeat infringers. Company may also at its sole discretion limit access to the Service and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

 

Third Party Websites

The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet. Company has no control over such sites and resources and Company is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that Company will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that Company is not liable for any loss or claim that you may have against any such third party.

 

In addition, Company is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with Social Networking Services. As such, Company is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Social Networking Services. Company enables these features merely as a convenience and the integration or inclusion of such features does not imply an endorsement or recommendation.

 

Indemnity and Release

You agree to release, indemnify and hold Company and its affiliates and its and their officers, employees, directors, service providers, licensors and agents (collectively, “Company Parties”) harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another, including without limitation your violation of any labor or employment related law, which includes without limitation laws relating to credit and other background checks (including the Fair Credit Reporting Act), anti-discrimination, anti-retaliation, anti-harassment, the National Labor Relations Act, joint and integrated employer liability, employee leaves of absence, the classification of independent contractors, pay equity the payment of wages, breach of employment contract and promissory estoppel, defamation and tortious interference. Notwithstanding the foregoing, you will have no obligation to indemnify or hold harmless any Company Party from or against any liability, losses, damages or expenses incurred as a result of any action or inaction of such Company Party. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or releasing party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

 

Disclaimer of Warranties

YOUR USE OF THE SERVICE, INCLUDING MAKING ANY OFFERS TO ANY DRIVERS, IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

 

NO COMPANY PARTY MAKES ANY WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (IV) ANY CONTENT PROVIDED ON OR THROUGH THE SERVICES IS ACCURATE, LEGALLY COMPLIANT, UP-TO-DATE, RELIABLE OR CORRECT, OR (V) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE, INCLUDING THE SERVICES OF ANY DRIVER, WILL MEET YOUR EXPECTATIONS.

 

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF A COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE OR ANY CONTENT OR COMMUNICATION OF A THIRD PARTY OR OTHER USER OF THIS SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE, INCLUDING ANY SERVICES PROVIDED BY A DRIVER. IN NO EVENT WILL THE COMPANY PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID COMPANY IN THE LAST SIX (6) MONTHS (IF AT ALL), OR, IF GREATER, ONE HUNDRED DOLLARS ($100).

 

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU OR BE ENFORCEABLE WITH RESPECT TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

 

IF YOU ARE A USER FROM NEW JERSEY, THE FOREGOING SECTIONS TITLED “DISCLAIMER OF WARRANTIES” AND “LIMITATION OF LIABILITY” ARE INTENDED TO BE ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

 

 

Dispute Resolution By Binding Arbitration: PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.

 

1. Agreement to Arbitrate

 

This Section is referred to as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Company, whether arising out of or relating to this Agreement or the Program, shall be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. You agree that, by agreeing to this Agreement, you and Company are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. Notwithstanding the foregoing, this Arbitration Agreement shall not preclude either party from pursuing a court action for the sole purpose of obtaining a temporary restraining order or preliminary injunction in circumstances in which such relief is appropriate; provided that any other relief shall be pursued through an arbitration proceeding pursuant to this Arbitration Agreement.

 

1. Prohibition of Class and Representative Actions and Non-Individualized Relief

 

 

1. Pre-Arbitration Dispute Resolution

 

1. Arbitration Procedures

 

Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Commercial Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. All issues are for the arbitrator to decide, including, but not limited to, issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. The arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms of Service and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless Company and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination shall be made by AAA. If your claim is for $10,000 or less, Company agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

 

1. Costs of Arbitration

 

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. Any payment of attorneys’ fees will be governed by the AAA Rules.

 

1. Confidentiality

 

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

 

1. Severability

 

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement other than clause (b) above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of clause (b) is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void. The remainder of this Agreement will continue to apply

 

Termination

You agree that Company, in its sole discretion, may suspend, limit, condition, or terminate your account (or any part thereof) or use of the Service or any feature or function thereof and remove and discard any content within the Service, for any reason, including, without limitation, for lack of use or if Company believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Service. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of Service, may be referred to appropriate law enforcement authorities. Company may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these Terms of Service may be affected without prior notice, and acknowledge and agree that Company may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Company will not be liable to you or any third party for any termination of your access to the Service.

 

User Disputes

You agree that you are solely responsible for your interactions with any other user, including any Driver, in connection with the Service and Company will have no liability or responsibility with respect thereto. Company reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service, including any Driver.

 

General

These Terms of Service constitute the entire agreement between you and Company and govern your use of the Service, superseding any prior agreements between you and Company with respect to the Service. You also may be subject to additional terms and conditions that may apply when you use affiliate or third party services, third party content or third party software. These Terms of Service will be governed by the laws of the State of Illinois without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and Company agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Cook County, Illinois. The failure of Company to exercise or enforce any right or provision of these Terms of Service will not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms of Service remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms of Service must be filed within one (1) year after such claim or cause of action arose or be forever barred. A printed version of this agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You may not assign these Terms of Service without the prior written consent of Company, but Company may assign or transfer these Terms of Service, in whole or in part, without restriction. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect. Notices to you may be made via either email or regular mail. The Service may also provide notices to you of changes to these Terms of Service or other matters by displaying notices or links to notices generally on the Service.

 

Your Privacy

We respect the privacy of our users. For details please see our Privacy Policy. By using the Service, you consent to our collection and use of personal data as outlined therein.

 

Notice for California Users

 

Questions? Concerns? Suggestions?
Please contact us at to report any violations of these Terms of Service or to pose any questions regarding these Terms of Service or the Service.