HITCH Terms of Service: Transportation Services Vendors

1. Introduction.
By clicking “I accept” or “I agree” or using the RunBuggy HITCH application or related RunBuggy website, mobile app, application programming interface, or technology platform (collectively, the “RunBuggy Service”), you acknowledge (on behalf of yourself and any entity you represent) these Terms of Service (the “Agreement”), which is a binding contract between you and RunBuggy OMI, Inc. (“RunBuggy,” “we,” “us,” or “our”) that sets forth the general terms and conditions of your use of the RunBuggy Service.

You further acknowledge that you have been granted access to a private instance of the RunBuggy Service by a RunBuggy HITCH customer (“Shipper”). As a result, your access to and use of the RunBuggy Service is dependent upon and controlled by the Shipper by whom you have been engaged. You further agree to the terms of this Agreement and represent that you: (i) have read and understood the terms; and (ii) agree to use the RunBuggy Service in compliance with this Agreement and all foreign, national, international, federal, state, provincial, municipal, or local laws, regulations, rules, or other instruments having the force of law applicable (now or in the future) relating to the performance by any party of its obligations under this Agreement, and including those with respect to the brokering or transportation of goods or cargo by road (“Applicable Laws”). You may not use the RunBuggy Service if you do not agree to the terms of this Agreement.

RunBuggy may need to make changes to this Agreement from time to time, typically to conform to current practices, comply with changing regulatory requirements, or other similar purposes. If we modify this Agreement in a manner that materially changes its terms, we will make reasonable efforts to notify you by posting notice and an updated version of the Agreement within the RunBuggy Service and/or sending notice via email, with the updated Agreement becoming effective seven (7) days after such reasonable effort to notify. Your continued use of the RunBuggy Service thereafter shall constitute your consent to the changes.

2. RunBuggy HITCH.

RunBuggy HITCH is a cloud-based transportation management system enabling Shippers to: (i) manage their captive fleet of vehicles via the Private Fleet Management Module (“PFMM”); (ii) manage their contracted third-party transportation service providers, such as vehicle carriers and/or freight brokers (“Vendors”) via the Partner Management Module (“PMM”); and (iii) access the RunBuggy MARKETPLACE (“RMP”), an online marketplace platform where Shippers can connect with vehicle carriers who provide transportation services (“MARKETPLACE Carriers”) and self-arrange for transportation. Transportation services arranged for or provided by Vendors to Shippers shall be referred to collectively as the “Transport Services.”
You are being provided with access to the RunBuggy Service at the request of, and as an accommodation to, the Shipper to allow the Shipper to fully utilize the RunBuggy Service. You may only use and access the RunBuggy Service for the purpose of providing Transport Services to the Shipper that granted you access, and for no other purpose.

By using the RunBuggy Service in your provision of Transport Services to the Shipper you assume all obligations related thereto, including compliance with all Applicable Laws. THE PROVISION OF TRANSPORT SERVICES IS SOLELY THE RESPONSIBILITY OF THE VENDOR WITHOUT ANY DIRECT OR INDIRECT RESPONSIBILITY OR LIABILITY TO RUNBUGGY.

You understand and acknowledge that all shipment information is provided by the Shipper and RunBuggy has no control over or responsibility for the accuracy of this information. You are responsible for reading all shipment details and represent and warrant that you have entered into a legally binding agreement with the Shipper to provide the Transport Services as requested by the Shipper. You further agree that, should any conflict exist between this Agreement and any contract you have with the Shipper, this Agreement shall control with respect to your access to and use of the RunBuggy Service but not with respect to any contractual terms between you and the Shipper governing your provision or arrangement of the Transport Services.

Federal, Provincial, and State Laws. In the United States, the Federal Motor Carrier Safety Administration (“FMCSA”), part of the U.S. Department of Transportation, requires that all Vendors transporting, handling, or arranging for the transportation of interstate shipments register with it and provide certain information. You can determine the registration and safety statutes applicable to you at www.fmcsa.dot.gov and by consulting your legal counsel. Certain Transport Services may involve movements only within one state. Several states have statutes and regulations pertaining to such intrastate transportation. In Canada, certain provincial regulators having jurisdiction over commercial carrier operations (collectively, the “Provincial Transport Ministries“) require that all carriers operating within their province register with such regulator. Certain Transport Services may involve movements only within one province. Several provinces have statutes and regulations pertaining to both intraprovincial and interprovincial transportation. We suggest you check with the applicable state’s Department of Transportation or applicable province’s Provincial Transport Ministry and your legal counsel to determine what law and regulations apply to you and the provision of Transport Services by you.

3. What RunBuggy is NOT.

RUNBUGGY IS NOT A MOTOR CARRIER UNDER 49 USC §13102(14) OR ANY OTHER STATE OF FEDERAL REGULATION (“MOTOR CARRIER”). RUNBUGGY IS NOT AN OWNER OR OPERATOR OF HEAVY VEHICLES OR A CARRIER UNDER THE QUEBEC ACT RESPECTING OWNERS, OPERATORS AND DRIVERS OF HEAVY VEHICLES, THE REGULATION RESPECTING THE REQUIREMENTS FOR BILLS OF LADING, THE CIVIL CODE OF QUEBEC, THE BRITISH COLUMBIA MOTOR VEHICLE ACT REGULATIONS, B.C. REG. 26/58 OR OTHER PROVINCIAL EQUIVALENTS OR ANY OTHER PROVINCIAL OR FEDERAL REGULATION. NO INTERPRETATION OF WRITTEN OR ORAL REMARKS IN ANY AGREEMENT OR DOCUMENT SHALL BE CONSTRUED TO IMPLY THAT RUNBUGGY IS A MOTOR CARRIER.

RunBuggy is not a party to any agreement for Transport Services or other agreement made between you and Shippers in connection with your use of the RunBuggy Service. As a result, RunBuggy has no control over the quality, safety, or legal aspects of the Transport Services or the transactions between Shippers and Vendors regardless of use of the RunBuggy Service. RunBuggy does not endorse, recommend, or refer any specific Vendor, nor does RunBuggy have any control or influence over actions or decisions made by Shippers or Vendors using the RunBuggy Service. You acknowledge and agree that we are not in any way arranging Transport Services on your behalf. Because we are not involved in the actual transaction between Shippers and Vendors, we have no control over the accuracy of listings, the ability of Vendors to transport (or arrange for the transportation of) items, or the ability of Shippers to send items. We cannot ensure the Shipper or Vendor will complete a shipment or fulfill any services booked through the RunBuggy Service. RunBuggy is not responsible for the conduct, whether online or offline, of any user of the RunBuggy Service or Services. You are solely responsible for your interactions with Shippers or other users.

For the convenience of the parties to a shipment, the RunBuggy Service may generate an electronic and printable bill of lading utilizing the booking information provided by both parties for your use in tendering the shipment. The bill of lading issued in connection with each shipment is governed by your contract with the Shipper for Transport Services and shall be deemed, conclusively, to have been prepared by the Shipper. The parties agree that RunBuggy does not issue the bill of lading and that RunBuggy is not a party to the bill of lading (the presence of the RunBuggy name and RunBuggy Trademarks on the bill of lading reflect only that the RunBuggy Service was used by the Shipper and Vendor to manage the shipment).

IMPORTANT: RunBuggy does NOT screen or qualify Vendors, including for compliance with any federal, state, or local statutes, laws, rules, ordinances, and regulations.

4. Privacy.

Your access to the RunBuggy Service is provided by a Shipper, which is the data controller for any personal information that is uploaded to or accessed by the RunBuggy Service. The Shipper that provided your access is responsible for ensuring it has a legal basis for processing your personal information. RunBuggy only processes your personal information on the Shipper’s behalf, as a data processor. To the extent RunBuggy is deemed a data controller with respect to your personal information, RunBuggy will collect, process, and use your personal information in accordance with the RunBuggy Privacy Notice.

5. Access to the RunBuggy Service.

You must register and create an account to access and use the RunBuggy Service on behalf of your Shipper. Your authorized representatives who: (i) register and create an account on the RunBuggy Service; (ii) register as “peer users” on the RunBuggy website; or (iii) otherwise use the RunBuggy Service, including drivers you provide or arrange to provide Transport Services, are collectively referred to herein as “Users,” “you,” “your” and the like. Agreements and statements by you hereunder are on behalf of and bind you and the your respective Users.

By choosing to register for the RunBuggy Service, you agree to: (i) create and register only one account; (ii) access and use the RunBuggy Service using only the one account; (iii) provide RunBuggy with true, accurate, current, and complete user information about yourself; and (iv) abide by a continuing obligation to notify and correct with RunBuggy any incomplete, false, inaccurate, misleading, or out-of-date user information. Complete user information about yourself includes, but is not limited to, mandatory fields designated by all account creation or registration form(s) provided through the RunBuggy Service.

Notwithstanding anything to the contrary herein, all rights not specifically granted shall be reserved and remain always with RunBuggy. Your account and access to the RunBuggy Service is not transferable. You agree to use the RunBuggy Service in accordance with all Applicable Laws.

NOTE: You are not licensed, authorized, or otherwise permitted to access the RMP as a MARKETPLACE Carrier until and unless you create an account and are onboarded as a MARKETPLACE Carrier via runbuggy.com. Your subsequent access and use of the RMP shall be governed by the RunBuggy Terms of Service

6. Account Security.

You are responsible for: (i) maintaining the confidentiality of all usernames you use to access the RunBuggy Service; and (ii) all activities that occur in your account and under your username and/or IP address (“Account Credentials”). Allowing others to access or use the RunBuggy Service with your Account Credentials is strictly prohibited and you are responsible for all uses of the RunBuggy Service associated with your account, whether the use is made by you personally or by a third party. Each User agrees to: (i) immediately notify RunBuggy of any unauthorized use of such User’s account or Account Credentials, or any other breach of security; and (ii) ensure that you exit from your account at the end of each session when accessing the RunBuggy Service. RunBuggy will not be liable for any loss or damage arising from your failure to comply with this Section.

7. Pricing, Fees, and Payments.

7.1 Transport Service Pricing. Fees for the Transport Services you provide to Shippers via the PMM (“Charges”) are established by and between you and each Shipper, not RunBuggy. You agree that your provision of Transport Services to Shippers as referenced herein is pursuant to a valid and enforceable contract that includes, at a minimum, terms establishing pricing and payment obligations governing your provision of such Transport Services. The RunBuggy Service may display such Charges prior your claiming of a transport order. You agree that RunBuggy, however, is not a party to such contracts and is not obligated to comply with any terms set forth therein.

7.2 Payment Processing. Shippers’ payment of Charges to you may be facilitated through the RunBuggy Service via a third-party payment processing service. RunBuggy may replace its third-party payment processing services without notice to you. All financial information is collected directly by the third-party payment processing service subject to their policies and terms of use. The security of your personally identifiable financial information and the payments you make to the third-party payment processing service is outside of our control and RunBuggy shall not be responsible for any consequences or damages arising from your disclosing personally identifiable financial information to or payments using the third-party payment processing service.

8. Vendor Obligations.

8.1 Contract with Shipper. You represent that you have entered into, or are otherwise subject to, a valid and enforceable contract with the Shipper pursuant to which you will arrange for or provide Transport Services as referenced in this Agreement. You agree and acknowledge that you are solely responsible for complying with your obligations under such contracts. Your use of the RunBuggy Service in no way makes RunBuggy a party to such contracts or obligates RunBuggy to comply with any terms set forth therein.

8.2 Relationship with RunBuggy. You and RunBuggy expressly agree that: (i) this is not an employment agreement and does not create an employment relationship between you and RunBuggy; and (ii) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind RunBuggy, and you shall not to hold yourself out as an employee, agent, or authorized representative of RunBuggy. RunBuggy does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Transport Services, your acts or omissions, or your operation and maintenance of your vehicle.

8.3 Driving Behavior. If you are a Motor Carrier, you and/or the drivers utilized by you will not engage in reckless behavior while driving, drive unsafely, operate a vehicle that is unsafe to drive, permit an unauthorized third party to accompany you in the vehicle while providing Transport Services, provide Transport Services as a Vendor while under the influence of alcohol or drugs, or take action that harms or threatens to harm the safety of the RunBuggy community or third parties. When using the RunBuggy Service on a mobile device and/or the RunBuggy mobile application, you shall: (i) observe all traffic laws and otherwise drive safely; (ii) use your good personal judgment while driving; (iii) not interact with the app, unless your vehicle is stationary and legally parked; and (iv) not use the RunBuggy Service for any illegal, unauthorized, unintended, unsafe, hazardous, or unlawful purposes.

8.4 No Misrepresentations. Neither you nor any person in your control or service will make any misrepresentation regarding RunBuggy, the RunBuggy Service, the Transport Services, or your status as a Vendor.

8.5 Personal Information. You and/or the Motor Carriers and drivers utilized or assigned by you will keep confidential any consumer, individual, or household personal information protected by any Applicable Laws, rules, or regulations that protect the privacy rights of consumers, individuals or households obtained in the course of providing, or in connection with providing, any Transport Services to any Shipper (collectively, “Personal Information”), and shall only use and disclose such Personal Information to provide the Transport Services to such Shipper, and you shall take commercially reasonable steps to safeguard and protect such Personal Information from any unauthorized access or disclosure. You will comply with all Applicable Laws with respect to such Personal Information.

8.6 Responsibility for Damages. As between you and RunBuggy, you agree that you, or the Motor Carriers arranged by you, are responsible for any damages caused or related to your or such Motor Carrier’s provision of Transport Services.

9. Availability.

You are responsible for obtaining Internet access to use the RunBuggy Service. While RunBuggy makes reasonable efforts to ensure the availability of the RunBuggy Service, you acknowledge that it may be unavailable for limited periods of time due to scheduled routine maintenance, emergency maintenance, or factors beyond RunBuggy’s control, such as disruptions of Internet services or unforeseen threats to the integrity or security of the RunBuggy Service. RunBuggy may at any time, with or without notice to you: (i) restrict the use and accessibility of the RunBuggy Service; (ii) discontinue, temporarily or permanently, any feature of the RunBuggy Service; and/or (iii) replace any feature of the RunBuggy Service with a new, revised, or updated feature. RunBuggy will make reasonable efforts to provide Users notice of significant changes to the RunBuggy Service whenever reasonably feasible.

10. Intellectual Property.

10.1 General. You acknowledge and agree that the RunBuggy Service contains content or features (“Service Content”) that are protected by intellectual property rights, including, as applicable, copyright, patent, trademark, trade secret, or other proprietary rights and laws. The Service Content and all technology and software underlying the RunBuggy Service or distributed in connection therewith (the “Software”) are the property of RunBuggy, our affiliates, and our partners. Any rights not expressly granted herein are reserved by RunBuggy. You further agree that the functionality and features of the RunBuggy Service represent valuable proprietary materials owned by RunBuggy. In consideration for being granted access to the RunBuggy Service, you agree that you shall not use your access to the RunBuggy Service granted hereunder to inform the creation of competing products or services.

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

10.3 Third-Party Content. Under no circumstances will RunBuggy be liable in any way for any content or materials of any third parties (including Users), 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. Without limiting the foregoing, RunBuggy and its designees will have the right to remove any content that violates this Agreement or is deemed by RunBuggy, 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, appropriateness, or usefulness of such content. With respect to the content you upload through the RunBuggy Service or share with other Users (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.

10.4 Trade Secrets. Except for those already in the public domain, the algorithms, methods, functions, and architecture underlying the Software and not expressly exposed to the user under a license to access and use the RunBuggy Service are original, commercially valuable, outside scope of public knowledge, and are subject to the reasonable efforts of RunBuggy to maintain their confidentiality. As such, the algorithms, methods, functions, and architecture underlying the Software constitute trade secrets and are protected by applicable law. Therefore, any access or attempt to gain access to such algorithms, methods, functions, and architecture constitutes an actionable violation of applicable law, according to which RunBuggy is entitled to recover.

10.5 User Suggestions. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of RunBuggy. RunBuggy shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

11. Vendor Content and Data.

You understand and agree that RunBuggy will have access to content, data, and information related to your provision of Transport Services that is uploaded to the RunBuggy Service by you or Shipper, including pricing and payment terms between you and Shipper, (“Vendor Data”) as may be necessary to provide the RunBuggy Service to Shipper and as otherwise permitted by this Agreement. You represent and warrant that you have granted Shipper all licenses in and to Vendor Data necessary to enable Shipper’s use of the RunBuggy Service as contemplated herein. RunBuggy agrees that: (i) it obtains no right, title, or interest in Vendor Data other than as specifically set forth herein; (ii) Vendor Data comprises confidential information subject to confidentiality obligations under Shipper’s HITCH Subscription Agreement; and (iii) it shall only use Vendor Data to provide you and Shippers with the RunBuggy Service, and not for any other purpose competitive with Vendors including, but not limited to, informing RunBuggy product or service pricing.

12. RunBuggy’s Confidential Information.

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

13. Prohibited Use.

You agree to not use the RunBuggy Service to:

• 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, violent, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful racially, ethnically or otherwise objectionable; or (vii) in the sole judgment of RunBuggy, is otherwise objectionable or which restricts or inhibits any other person from using or enjoying the RunBuggy Service, or which may expose RunBuggy or its Users to any harm or liability of any type.
• Modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the RunBuggy Service or the RunBuggy Service Content, in whole or in part.
• Engage in or use any data mining, robots, scraping or similar data gathering or extraction methods.
• Decompile, reverse engineer, or otherwise attempt to obtain the source code of the RunBuggy Services or Software;
• Attempt to sell, assign, sublicense, or otherwise transfer any right in the Software.
• Interfere with or disrupt the RunBuggy Service or servers or networks connected to the RunBuggy Service, or disobey any requirements, procedures, policies, or regulations of networks connected to the RunBuggy Service, such prohibited behavior including:
  • using or attempting to use any “deep-link,” “scraper,” “robot,” “bot,” “spider,” “data mining,” “computer code,” or any other automated device, program, tool, algorithm, process or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of the RunBuggy Service, any data or content found on or accessed through the RunBuggy Service;
  • introducing viruses, trojans, worms, logic bombs, or other material that is malicious or technologically harmful;
  • attacking the RunBuggy Service via a denial-of-service attack or a distributed denial-of service attack;
  • attempting, in any manner to gain unauthorized access to the RunBuggy Service;
  • interfering with or disrupting (or attempt to interfere with or disrupt) the proper working of the RunBuggy Service; and
  • taking or attempting any action that, in the sole and absolute discretion of RunBuggy, imposes or may impose an unreasonable or disproportionately large load or burden on the RunBuggy Service, disrupts the normal flow of data, or threatens the stability of the RunBuggy Service.
• Rent, lease, lend, sell, redistribute, license or sublicense the RunBuggy Service or access to any portion of the RunBuggy Service.
• Violate any applicable local, state, national or international law, or any regulations having the force of law.
• Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
• Mine, scrape, extract, harvest, or collect any user information, including, but not limited to, email addresses or other contact information, through the RunBuggy Service by electronic or other means for any purpose, including, but not limited to, sending unsolicited emails or other unsolicited communications, collecting or aggregating data related to the RunBuggy Service, its usage, or its users, or obtaining or attempting to obtain any proprietary or confidential information, trade secret, or intellectual property of RunBuggy.
• Further or promote any criminal activity or enterprise or provide instructional information about illegal activities.
• Obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the RunBuggy Service.
• Cause any third party to engage in the restricted activities above.

RunBuggy reserves the right to investigate and take appropriate legal action against anyone who, in RunBuggy’s sole discretion, violates this provision, including without limitation, removing the offending content from the RunBuggy Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities.

The information contained in Transport Service requests is confidential and intended only for the use of the Vendor to whom it was directly addressed. Any unauthorized disclosure, copying, distribution, or taking of any action in reliance on the contents of email materials or a Transport Service request not addressed to you is strictly prohibited. RunBuggy may act in reliance upon any content you upload or action you take on the RunBuggy Service. RunBuggy will not be required to inquire into the truth or evaluate the merits of any content or action you take on the RunBuggy Service. RunBuggy reserves the right to keep all records of all transactions and communications between you and other Users for administrative purposes in accordance with Applicable Laws.

14. Disclaimer.

YOUR USE OF THE RUNBUGGY SERVICE IS AT YOUR SOLE RISK. THE RUNBUGGY SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. RUNBUGGY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING THE RUNBUGGY SERVICE AND THE TRANSPORT SERVICES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, OR THAT THE RUNBUGGY SERVICE WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR- FREE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE RUNBUGGY SERVICE AND/OR THE TRANSPORT SERVICES, INCLUDING THE ABILITY TO PROVIDE OR RECEIVE TRANSPORT SERVICES AT ANY GIVEN LOCATION OR TIME. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR ACCESS OR USE OF THE RUNBUGGY SERVICE REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

15. Limitation of Liability.

YOU AND RUNBUGGY EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL 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 THE OTHER 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 RUNBUGGY SERVICE; (II) ANY TRANSPORT SERVICES ARRANGED USING THE RUNBUGGY SERVICE AND THE RESULT OR FAILURE OF SUCH TRANSPORT SERVICES; (iii) THE COST OF PROCUREMENT OF ALTERNATIVE TRANSPORT SERVICES; (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (V) STATEMENTS OR CONDUCT OF USERS OR ANY THIRD PARTY ON THE RUNBUGGY SERVICE; OR (VI) ANY OTHER MATTER RELATING TO THE RUNBUGGY SERVICE. EXCEPT FOR A PARTY’S INTENTIONAL BREACH OF SECTION 6, 8, 10, 11, 12, or 13, IN NO EVENT WILL EITHER PARTY’S TOTAL LIABILITY TO THE OTHER PARTY FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID RUNBUGGY IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE THOUSAND DOLLARS ($1000).

SOME JURISDICTIONS DO NOT ALLOW THE 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 . IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE RUNBUGGY SERVICE OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE RUNBUGGY SERVICE.

16. Indemnification.

You will defend, indemnify, and hold RunBuggy, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the RunBuggy Service, including: (i) your breach of this Agreement or the documents it incorporates by reference; (ii) your violation of any law; (ii) any allegation that any materials that you submit to us or transmit through the RunBuggy Service or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (iv) any allegation that RunBuggy is obligated for the payment of wages, expenses, benefits, taxes, or any other employer obligation with respect to any person employed by or otherwise utilized by User; and/or (vi) any other activities in connection with the RunBuggy Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. Shippers are third party beneficiaries of this paragraph.

17. Export Compliance.

Your use of the RunBuggy Service is subject to U.S. or international control or export laws and regulations (“Export Laws”). You agree to strictly comply with all such Export Laws, as may be required. 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; (ii) you are not listed on any U.S. Government list of prohibited or restricted parties; (iii) listed on the Consolidated Canadian Autonomous Sanctions List; (iv) otherwise subject to specific sanctions regulations made under the Canadian Special Economic Measures Act (SEMA) and the Justice for Victims of Corrupt Foreign Officials Act; or (v) listed on any other Canadian Government list of prohibited or restricted parties. You will indemnify and hold RunBuggy harmless from all claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including, but not limited to, attorney’s fees) arising from or relating to any breach by you of your obligations under this Section.

18. Termination.

You agree that RunBuggy, in its sole discretion, may suspend or terminate your account (or any part thereof) or use of the RunBuggy Service and remove and discard any content within the RunBuggy Service, for any reason, including, without limitation, for lack of use or if RunBuggy believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the RunBuggy Service, may be referred to appropriate law enforcement authorities. RunBuggy may also in its sole discretion and at any time discontinue providing the RunBuggy Service, or any part thereof, with or without notice. You agree that any termination of your access to the RunBuggy Service under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that RunBuggy 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 RunBuggy Service. Further, you agree that RunBuggy will not be liable to you or any third party for any termination of your access to the RunBuggy Service. Upon any termination of this Agreement, all provisions herein which are intended to survive to give meaning to their terms shall survive any termination or lapse of this Agreement, including, but not limited all definitions, disclaimers, indemnification obligations, limitation of liabilities, and general terms.

19. Additional Terms.

• This Agreement constitutes the entire agreement between you and RunBuggy and governs your use of the RunBuggy Service, superseding any prior agreements between you and RunBuggy with respect to the RunBuggy 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.
• This Agreement will be governed by the laws of the State of Arizona withoutregard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and RunBuggy agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Maricopa County, Arizona, with the exception that if you are resident in Quebec, the court shall apply the laws of Quebec and the federal laws of Canada applicable therein.
• In the event a dispute arises regarding this Agreement or the use of the RunBuggy Service, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs incurred, in addition to damages and any other relief to which it is entitled.
• The failure of either party 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.
• 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 this Agreement without the prior written consent of RunBuggy, but RunBuggy may assign or transfer this Agreement, in whole or in part, without restriction.
• Notices to you may be made via either email or regular mail. The RunBuggy Service may also provide notices to you of changes to this Agreement or other matters by displaying notices or links to notices generally on the RunBuggy Service.
• RunBuggy is not responsible for carriage of goods, failure of service by any party, and is not liable for loss, damage, delay, or payment for services. All parties acknowledge that RunBuggy is not a carrier, freight forwarder, or acting as a broker with respect to any services provided hereunder. RunBuggy does not guarantee the accuracy of information provided by any Users of the RunBuggy Service.
• Except as otherwise expressly provided herein, no rights of any third-party are created by this Agreement and no person other than User and RunBuggy may rely on any aspect of this Agreement notwithstanding any representation, written or oral, to the contrary.
• This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of this Agreement as a whole and any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under Applicable Law. The failure by either party to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions.

20. Questions, concerns, or suggestions?

Please contact us at info@runbuggy.com to report any violations of this Agreement or to pose any questions regarding this Agreement or the RunBuggy Service.