RunBuggy HITCH Terms of Service

1. Introduction.

By clicking “I Agree,” indicating acceptance electronically, executing an order form or statement of work that references this Agreement, or by accessing 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 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 applicable local, state, national, and international laws and regulations. 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. 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 and pay their contracted third-party transportation service providers, such as vehicle carriers and/or freight brokers (“Partner Transport 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.”  

3. License Grant; Permitted Access and Use; Payment.

3.1 License. Subject to the terms and conditions of this Agreement, RunBuggy hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited license for you and your Authorized Users (as defined below) to access and use your specific instance of RunBuggy HITCH within the United States during the Term to manage vehicle transportation and logistics for your internal business purposes.  This Agreement is not a sale and does not convey any rights of ownership in or related to RunBuggy HITCH to you. As used herein, “Authorized Users” means your employees, agents, and third-party contractors (including Partner Transport Vendors), who are authorized by you to access your instance of RunBuggy HITCH subject to the terms of this Agreement.   

3.2 Authorized Users. You will limit access to RunBuggy HITCH to Authorized Users who are bound by the use restrictions and confidentiality obligations no less restrictive than those contained in this Agreement. With respect to Authorized Users that are Partner Transport Vendors, you must also execute a Partner Transport Vendor Contract with such Partner Transport Vendor, prior to such Partner Transport Vendor’s access or use of RunBuggy HITCH, as further detailed in Section 4.3 of this Agreement. You are solely responsible for all access to and use of your instance of RunBuggy HITCH. You will promptly notify RunBuggy of any misuse or unauthorized access to RunBuggy HITCH of which you become aware.  

3.3 User Accounts. You and your Authorized Users may be required to register and create an account to access and use the RunBuggy Service. 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. You are responsible for: (a) maintaining the confidentiality of all usernames you use to access the RunBuggy Service; and (b) 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. You agree to immediately notify RunBuggy of any unauthorized use of your account or Account Credentials. RunBuggy will not be liable for any loss or damage arising from your failure to comply with this Section. 

3.4 Prohibited Use. You shall not, and shall ensure its Authorized Users do not: (i) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit or make RunBuggy HITCH  available to any third party; (ii) modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of RunBuggy HITCH or otherwise attempt to obtain the source code of RunBuggy HITCH; (iii) frame or mirror any part of RunBuggy HITCH on any other server or device; (iv) interfere with or disrupt RunBuggy HITCH or servers or networks connected to RunBuggy HITCH including, but not limited to, introducing viruses, trojans, worms, logic bombs, or other material that is malicious or technologically harmful, or attacking RunBuggy HITCH via a denial-of-service attack or a distributed denial-of service attack; (v) perform any security-related testing of  your instance of RunBuggy HITCH without RunBuggy’s written approval and coordination with RunBuggy’s information security team; (vi) access, or allow access or use of, RunBuggy HITCH other than as authorized under this Agreement including, but not limited to, maintaining the confidentiality of your authentication credentials; (vii) access, or allow access or use of, RunBuggy HITCH for purposes of competitive analysis, including the development, provision, or use of a similar or competitive product or service. 

 3.5 RunBuggy Marketplace. You may opt to access the RMP through RunBuggy HITCH. Access and use of the RMP shall at all times be governed by the terms available at https://runbuggy.com/terms (“MARKETPLACE Terms of Service”) and the RunBuggy Privacy Policy available at https://runbuggy.com/privacy (“Privacy Policy”). In the event of a conflict between this Agreement and the MARKETPLACE Terms of Service, and solely to the extent related to the access or use of the RMP, the MARKETPLACE Terms of Service and the Privacy Policy shall prevail. In all other instances, access and use of RunBuggy HITCH, and the services provided therein, shall be governed by this Agreement.   

3.6      Payment. Fees and payment terms are set forth in your order form or statement of work, and any monthly minimum fees set forth therein shall be incurred on the first date of each month and due and payable to RunBuggy in full in the event of Agreement termination or expiration before the end of such month. You shall: (i) pay RunBuggy interest on all past due Charges at the rate of 1.5% per month, but not to exceed the maximum rate permitted by applicable law, and (ii) be responsible for all expenses, including attorneys’ fees, incurred by RunBuggy in collecting any past due amounts owed to RunBuggy hereunder. Fees during any Renewal Term shall be negotiated in good faith and agreed to before the start of such subsequent Renewal Term. If no such agreement is reached, the previously applicable fees shall apply during the Renewal Term.

4. Responsibilities of the Parties.

4.1       Onboarding and Deployment. The Parties will work together to agree upon your requirements and specification for your instance of RunBuggy HITCH. RunBuggy, however, makes no representations or warranties that RunBuggy will be able to accommodate your requested configurations or with respect to the results or viability of such configurations. Once agreed upon, RunBuggy will use commercially reasonable efforts to configure your instance to such specifications.

4.2       Your Configuration Responsibilities. You shall provide information and assistance to RunBuggy as needed to onboard your private fleet of vehicles and drivers to the PFMM and Partner Transport Vendors to the PMM. To enable the Partner Transport Vendor payment functionality of the PMM (if purchased), which permits you to approve and initiate payments to Partner Transport Vendors (“PMM Payment Tool”), you shall: (i) provide RunBuggy the relevant commercial terms between your and each Partner Transport Vendor onboarded to the PMM including, but not limited to shipment pricing and Partner Transport Vendor payment terms (“Partner Transport Vendor Pricing Data”); (ii) create an account with the third-party payment service provider integrated with RunBuggy HITCH (“Payment Service”) and grant RunBuggy administrative access to such account; (iii) provide the Payment Service with account information for the bank account(s) from which you will pay Partner Transport Vendors; and (iv) require all Partner Transport Vendors onboarded to the PMM to create an account with the Payment Service, all of which you acknowledge is necessary to enable Partner Transport Vendor payment via the PMM. You shall promptly deliver any necessary information, data, or content to RunBuggy or the Payment Service in an electronic file format specified and accessible by RunBuggy or the Payment Service. You acknowledge that RunBuggy’s ability to deliver RunBuggy HITCH in the manner provided in this Agreement may depend upon the accuracy and timeliness of such information and assistance.

4.3       Third Party Services Contracts. You shall enter valid and enforceable contracts with each third-party service provider (“Third-Party Services”) to be integrated into your instance of RunBuggy HITCH. You agree and acknowledges that you are solely responsible for complying with your obligations under such contracts including, but not limited to payment obligations. Your use of RunBuggy HITCH in no way makes RunBuggy a party to such contracts or obligates RunBuggy to comply with any terms set forth therein. To the extent any Third-Party Service provider charges RunBuggy any fees or costs related to integration, you shall reimburse RunBuggy for all such fees and costs within fifteen (15) days after receipt of such invoice from RunBuggy.

4.4       Partner Transport Vendor Contracts. You shall enter into agreements with Partner Transport Vendors (a “Partner Transport Vendor Contract”) that, at minimum, includes terms establishing: (i) pricing and payment obligations; (ii) that carriers must be authorized, qualified, fit, licensed to operate, and adequately insured to provide vehicle transport services to you via the PMM; and (iii) that Partner Transport Vendors are responsible for all damages caused during the loading, securement, transportation, and unloading of transported vehicles. You further represent and warrant that the Partner Transport Vendor Pricing Data is accurate, and hereby releases RunBuggy from any claims, actions, or lawsuits related to the accuracy or inaccuracy of such data. You agree and acknowledge that you are solely responsible for complying with your obligations under such Partner Transport Vendor contracts including, but not limited to payment obligations. Your use of RunBuggy HITCH as a vehicle to pay your Partner Transport Vendors in no way makes RunBuggy a party to such contracts or obligates RunBuggy to comply with any terms set forth therein.

4.5       Partner Transport Vendor Vetting. You shall conduct all vetting and approval of Partner Transport Vendors and Partner Transport Vendor Drivers onboarded to the PMM including, but not limited to, whether such carriers and drivers: (i) are authorized, qualified, fit, and licensed to operate and (ii) have procured and maintain appropriate insurance coverage to provide you with vehicle transport services. You agree and acknowledge that RunBuggy will provide no vetting, review, or qualifications checks on Partner Transport Vendors or their drivers.

4.6      Partner Transport Vendor Terms of Service. You acknowledge and agree that all Partner Transport Vendors and Partner Transport Vendor drivers onboarded to the PMM must review and accept the Hitch Terms of Service for Transportation Service Vendors (available at: https://runbuggy.com/hitch-terms/) before accessing or using the PMM. You acknowledge and agrees that RunBuggy, in its sole discretion, may deactivate any Partner Transport Vendor or Partner Transport Vendor driver that has not accepted or violates the Terms of Service.

4.7       Integration Training. RunBuggy will provide commercially reasonable efforts to train you how to access and use the RunBuggy HITCH integration application programming interfaces so you can: (i) onboard your private fleet of vehicles and drivers to the PFMM and Partner Transport Vendors to the PMM; and (ii) integrate your RunBuggy Hitch instance with your Third-Party Services, if any, in a manner enabling your Authorized Users to access and use such Third-Party Services via RunBuggy Hitch.

4.8      Additional Services. In the event you wishe to engage RunBuggy to perform additional training, configuration, consulting, programming, or other services in connection with your deployment of RunBuggy HITCH, such engagement and related fees shall be subject to a separate, mutually-executed agreement.

5. Intellectual Property.

5.1 General. Subject to the licenses granted by RunBuggy under this Agreement, all intellectual property rights, including all patents, copyrights, registered and unregistered design rights, trademarks, service marks, domain names, trade secrets, know-how, and all other similar or corresponding proprietary rights (whether registered or unregistered), and all applications for the same, anywhere in the world (“Intellectual Property Rights”), in and to RunBuggy HITCH and the RunBuggy MARKETPLACE, including all modifications and derivative works thereof, including all configurations or customizations, are and shall remain vested in RunBuggy. You acknowledge and agree that the RunBuggy Service contains content or features (“Service Content”) that are protected by such Intellectual Property Rights. 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. 

5.2 Trademarks. You hereby grant RunBuggy a non-exclusive, worldwide license during the Term to reproduce and use your trademarks, service marks, logos, commercial symbols, and other indicia of trade origin (“Customer Marks”) for the purposes displaying Customer Marks within RunBuggy HITCH and as otherwise necessary to provide you the RunBuggy Service. 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.  

5.3 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. 

5.4 Feedback. You agree that any feedback, suggestions, recommendations, and other comments pertaining to any RunBuggy Service provided by you or your users (collectively, “Feedback”) is the sole property of RunBuggy, is not confidential to you or your users, and may be used by RunBuggy without further attribution or compensation. RunBuggy may use the Feedback and any know-how, experience, or skills that it gains in connection with its performance hereunder, for any purpose. 

6.  Data Rights.

6.1 Your Data. As between the parties, you shall own all right, title, and interest in and to: (i) data transmitted from you to RunBuggy, including any data input into RunBuggy HITCH by your or your Authorized Users; (ii) Partner Transport Vendor Pricing Data; and (iii) data received by RunBuggy from Third-Party Services (“Customer Data”). You represent and warrant that you have all necessary rights and licenses to provide RunBuggy with access to and use of Customer Data according to the terms of this Agreement. You hereby grant RunBuggy and its third-party vendors a non-exclusive, royalty-free, fully paid-up, and worldwide license to copy, display, transmit, upload, perform, distribute, store, modify, record, view, print, and otherwise use Customer Data as necessary for RunBuggy to provide​ and maintain​ RunBuggy HITCH in accordance with this Agreement, subject to the data privacy terms set forth herein. You are responsible for ensuring the accuracy, quality, and legality of the Customer Data. RunBuggy expressly agrees that: (i) it obtains no right, title, or interest in Customer Data other than as specifically set forth herein; (ii) Customer Data is your Confidential Information as set forth below; and (iii) it may only use Customer Data to provide the services as contemplated herein, and not for any other purpose competitive with you or any Partner Transport Vendor, including, but not limited to, informing RunBuggy product or service pricing.        

6.2 Analytics Data. RunBuggy HITCH may generate non-identifiable, aggregated information and data related to its operation and use, including to compile statistical and performance information related to the provision and operation of RunBuggy HITCH, which does not include any personally identifiable information of you or your Authorized Users (“Analytics Data”). You agree and acknowledges that RunBuggy may copy, display, transmit, upload, perform, distribute, store, modify, record, view, print and otherwise use in any other manner such Analytics Data to provide and improve RunBuggy’s products and services and for any other legitimate business purposes. RunBuggy is and shall remain the exclusive owner of the Analytics Data and may use, create, collect, and share Analytics Data for any business purpose in compliance with applicable laws.  

7. Data Privacy and Security.

7.1 General. Each Party is responsible for its own compliance with applicable privacy and/or data protection laws (“Privacy Laws”). You shall ensure that you have all consents and authorizations from your users and any transfer mechanisms in place necessary prior to providing RunBuggy with access to any personal information as such is defined under Privacy Laws (“Customer Personal Information”). 

7.2 Data Subject Rights. RunBuggy shall provide commercially reasonable and timely assistance to you to enable you to respond to: (i) any request relating to Customer Personal Information from a data subject to exercise any of its rights under any Privacy Laws (including its rights of access, correction, objection, erasure, and data portability, as applicable); and (ii) any other correspondence, inquiry or complaint received from a data subject, controller, regulator, or other third party in connection with the processing of Customer Data. If any such request is made directly to RunBuggy, RunBuggy shall promptly inform you and provide full details regarding the same. RunBuggy shall not disclose any Customer Data in response to a request for access or disclosure from any third party without your prior written consent, save where compelled to do so in accordance with applicable law.  

7.3 Use of Customer Personal Information. RunBuggy will only use and disclose Customer Personal Information: (i) as necessary to provide RunBuggy HITCH to you in accordance with this Agreement; (ii) as otherwise instructed by you and permitted by this Agreement; or (iii) as permitted or required by applicable law. Notwithstanding anything to the contrary in this Agreement, the Parties expressly understand and agree that: (i) Customer Personal Information may be disclosed to vehicle carriers and their agents, representatives, and employees in connection with providing RunBuggy HITCH; (ii) Customer Personal Information may be used in the operation of RunBuggy HITCH, and RunBuggy may anonymize all data gathered in connection with providing RunBuggy HITCH to you, and use such anonymized data for its own business purposes including, without limitation, for use as part of Analytics Data; and (iii) Customer Personal Information may be disclosed by RunBuggy as required by applicable law.  RunBuggy may not retain, use, or disclose Customer Personal Information for any purpose other than for the specific business purpose of providing RunBuggy HITCH to you, including all related services as outlined herein and, in any event, may not retain any Customer Personal Information for any purpose except as required or permitted by Privacy Laws and other applicable laws. RunBuggy expressly agrees not to sell, share, rent, disclose, release, transfer, make available, or otherwise communicate Customer Personal Information to any third party for monetary or other consideration of any kind. “Sell,” “Sale,” and “Commercial Purpose” have the definitions set forth in applicable Privacy Laws, including without limitation the California Consumer Privacy Act of 2018 (“CCPA”) and its implementing regulations, the Colorado Privacy Act of 2021 (“CPA”), the Virginia Consumer Data Protection Act of 2021 (“VCDPA”), and the Utah Consumer Privacy Act of 2022 (“UCPA”), each as it may be amended from time to time. The Parties agree that you are a “business” or “controller” and is engaging RunBuggy to provide RunBuggy HITCH for a purpose which meets the definition of “business purpose” and otherwise as a “service provider” “contractor” or “processor,” as contemplated by applicable Privacy Laws. RunBuggy hereby certifies and affirms that it understands its obligations and restrictions under this Section under applicable Privacy Laws. 

 7.4 Data Security. RunBuggy shall use reasonable security measures to: (i) ensure the security and privacy of Customer Data; (ii) protect against anticipated threats or hazards to the security or integrity of such Customer Data; and (iii) protect against unauthorized access to or use of Customer Data. 

8. Confidential Information.

 Each Party acknowledges that, in furtherance of this Agreement, it may come into possession of confidential information of the other party, including but not limited to: information regarding products, services or offerings; planned marketing or promotion of products, services or offerings; business strategies, policies or practices; inventions, software in various stages of development, designs, drawings, specifications, techniques, models, data, source code, object code, documentation, diagrams, flow charts, research, development, processes, procedures, “know-how,” trade secrets, customer information, including without limitation, customer lists, customer names, and other information related to customers, price lists and pricing policies; and information received from others that the disclosing party is obligated to treat as confidential (collectively, “Confidential Information”). The Party receiving such Confidential Information (“Recipient”) from the other party (the “Discloser”) agrees that any such Confidential Information shall be treated as the confidential property of the Discloser. In addition, the terms of this Agreement shall be deemed the Confidential Information of both parties. Recipient agrees that it shall take reasonable precautions to safeguard the confidentiality of the Confidential Information and that it shall exercise at least the same degree of care for this purpose that it so exercises to protect the confidentiality of its own proprietary information. Recipient shall only transmit such Confidential Information to its agents, employees, and professional advisors who need to know such information for purposes of carrying out this Agreement and who shall be apprised of the confidentiality obligations set forth in this Section.  Confidential Information provided or approved by Discloser for distribution without restriction to third parties, information that is or becomes generally known to the public other than as a result of a disclosure by Recipient or its representatives, information lawfully received by Recipient from third parties without restriction, information required to be disclosed by law or legal process (provided that Discloser is given reasonable advance notice in order to afford Discloser the opportunity to oppose such required disclosure) and/or information independently developed by Recipient shall not be subject to this prohibition. 

9. Representations and Warranties.

9.1 Authority. Each Party represents and warrants that it has the power and authority to enter into and perform its obligations under this Agreement. 

9.2 Compliance with Laws. Each Party agrees to comply with all laws and regulations applicable to its duties, obligations, and performance under this Agreement. You further agree and acknowledge that your use of RunBuggy HITCH 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 or your Authorized Users 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 or your Authorized Users are not listed on any U.S. Government list of prohibited or restricted parties.  

9.3 Your Warranties. You represent and warrant that you: (i) have all necessary rights and licenses to provide RunBuggy with access to and use of Customer Data according to the terms of this Agreement; and (ii) have entered or will enter valid and enforceable contracts with each Partner Transport Vendor prior to onboarding to the PMM.  

9.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, RUNBUGGY HITCH AND ALL ASSOCIATED SUPPORT AND SERVICES SUPPLIED BY RUNBUGGY HEREUNDER, ARE PROVIDED ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, RUNBUGGY HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO RUNBUGGY HITCH AND THE ASSOCIATED SUPPORT AND SERVICES PROVIDED BY RUNBUGGY TO YOU HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHER IMPLIED WARRANTIES OR CONDITIONS ARISING UNDER APPLICABLE LAW, ANY WARRANTIES OF NON-INFRINGEMENT, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. RUNBUGGY DoES NOT WARRANT THAT THE RUNBUGGY HITCH OR THE ASSOCIATED SUPPORT AND SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, free from virus, OR THAT THEY WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. RUNBUGGY FURTHER DISCLAIMS ANY AND ALL LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY AND ALL DAMAGES CAUSED BY: (I) PARTNER TRANSPORT VENDORS ONBOARDED TO THE PMM INCLUDING, BUT NOT LIMITED TO DAMAGE TO CARGO; AND (II) YOUR USE OF THIRD-PARTY PAYMENT PROCESSORS VIA RUNBUGGY HITCH TO PAY PARTNER TRANSPORT VENDORS. 

10.  Indemnification.

10.1 General. Each Party shall defend, indemnify, and hold harmless the other Party and its respective officers, directors, employees, and agents from and against any and all claims, actions, lawsuits, and investigations brought by any third party and shall pay any settlements, awards, fines, and reasonable attorney’s fees and expenses and court costs associated with such claims, in each case to the extent arising from or relating to: (i) the negligence or willful misconduct of the indemnifying Party, its employees, or its contractors in the performance of its obligations under this Agreement; or (ii) a breach of the indemnifying Party’s obligations, representations, or warranties in this Agreement. 

10.2 RunBuggy Indemnification. RunBuggy shall defend, indemnify and you hold harmless from and against any and all third party claims that RunBuggy HITCH, when used within the scope of this Agreement, infringes any valid United States patents or copyrights; provided that (i) RunBuggy is notified promptly in writing of the claim; (ii) you have not reached any compromise or settlement of such action or made any admissions in respect of the same; (iii) RunBuggy is given the option, at its expense, to control the defense and/or settlement of the action; and (iv) you provide all requested reasonable assistance to defend the same. RunBuggy, however, shall have no obligation under this Section to the extent any claim of infringement results from: (A) the use of RunBuggy HITCH in combination with any other products, services, or materials not provided by RunBuggy; (B) RunBuggy’s compliance with specifications or instructions provided by you; (C) any alteration or modification of RunBuggy HITCH not provided or authorized by RunBuggy, if the infringement would not have occurred but for such alteration or modification; or (D) Customer Data. 

10.3 Your Indemnification Obligations. You shall defend, indemnify, and hold harmless RunBuggy and its respective officers, directors, employees, and agents from and against any and all claims, actions, lawsuits, and investigations brought by any third party and shall pay any settlements, awards, fines, and reasonable attorney’s fees and expenses and court costs associated with such claims, in each case to the extent arising from or relating to: (i) any damages alleged to have been caused by Partner Transport Vendors onboarded to the PMM; (ii) damages alleged to have been caused by a breach of any contract between you and a Partner Transport Vendor including, but not limited to, non-payment of fees; or (iii) an allegation that the Customer Data infringes, misappropriates, or otherwise violates the intellectual property right or other proprietary right of a third party.  

11. Limitation of Liability.

TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, LOSS OF USE, COSTS OF COVER, OR LOST OR IMPUTED PROFITS OR SAVINGS, LOST RECORDS OR DATA, LOSS BY REASON OF BUSINESS INTERRUPTION, OR OTHER ECONOMIC LOSS ARISING OUT OF THIS AGREEMENT OR ITS TERMINATION OR EXPIRATION, REGARDLESS OF LEGAL THEORY OR THE FORM OF ACTION, AND REGARDLESS OF WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE OR WHETHER SUCH LOSS COULD HAVE BEEN REASONABLY FORESEEN. WITHOUT IN ANY WAY LIMITING THE PRECEDING SENTENCE, TO THE FULLEST EXTENT ALLOWED BY LAW, EACH PARTY’S AGGREGATE LIABILITY TO THE OTHER FOR DAMAGES HEREUNDER, REGARDLESS OF LEGAL THEORY OR THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO RUNBUGGY HEREUNDER DURING THE PRECEDING TWELVE (12) MONTHS. EACH PARTY HEREBY WAIVES ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE SUCH PARTY OF ANY ADEQUATE REMEDY. NOTWITHSTANDING THE FOREGOING, BUT SUBJECT TO THE LIMITS OF INSURANCE COVERAGES AVAILABLE TO THE PARTIES, THE PROVISIONS OF THIS SECTION 11 SHALL IN NO EVENT LIMIT EITHER PARTY’S LIABILITY WITH RESPECT TO: (I) ANY BREACH OF ITS OBLIGATIONS WITH RESPECT TO MAINTAINING THE CONFIDENTIALITY OF THE CONFIDENTIAL INFORMATION OF THE OTHER PARTY AS REQUIRED BY SECTION 8; (II) ANY WILLFUL MISAPPROPRIATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY; OR (III) ANY INDEMNIFICATION OBLIGATION OF SUCH PARTY UNDER SECTION 10. 

12. General

 12.1 Assignment. This Agreement may not be assigned by you without the written consent of RunBuggy. 

 12.2 Counterparts. This Agreement may be executed in one or more counterparts, and by the different Parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, email or other electronic transfer shall be effective as delivery of a manually executed counterpart to this Agreement. 

12.3 Entire Agreement. This Agreement, including all attachments, exhibits, and terms incorporated herein, and including the MARKETPLACE Terms of Service and Privacy Policy, constitutes the entire agreement between the Parties hereto with respect to the subject matter hereof and supersedes any prior understandings, agreements, or representations by or between the Parties hereto, written or oral, with respect to such subject matter.  

12.4 Waiver.  The failure of either Party at any time to insist upon the strict observance of the provisions of this Agreement or to enforce the provisions of this Agreement, or to require at any time performance by the other Party of any such provisions, shall in no way be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement, or the right of either Party thereafter to enforce each and every provision of this Agreement. 

12.5 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of any Party hereto under this Agreement shall not be materially and adversely affected thereby: (i) such provision shall be fully severable; (ii) this Agreement shall be construed and enforced as if such provision had never comprised a part hereof; (iii) the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by such provision or its severance herefrom; and (iv) in lieu of such provision, there shall be added automatically as a part of this Agreement a legal, valid and enforceable provision as similar in terms to such provision as may be possible.  

 12.6 Governing Law and Venue. Enforcement and interpretation of this Agreement shall be governed by the laws of the State of Arizona applicable to agreements made and fully performed therein, without regard to the State’s principles of conflicts of laws. The state and federal courts located in Maricopa County, Arizona shall have the sole and exclusive jurisdiction to hear and determine any dispute or controversy arising under or concerning this Agreement. 

 12.7 Survival. The following provisions shall survive any termination of this Agreement: Sections 5, 6, 8, 10, and 11. 

 12.8. Force Majeure. Neither Party shall be liable to the other for any failure or delay in the performance of such Party’s non-monetary obligations due to causes beyond its control, such as failure or delay caused, directly or indirectly, by fire, flood, earthquakes, other elements of nature, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, epidemics, communications line or power failures, or governmental laws, court orders, and regulations imposed after the fact.  

12.9     Termination for Breach. Either Party may terminate this Agreement if the other Party commits material breach of this Agreement upon thirty (30) days’ written notice and, in the case of a breach capable of remedy, fails to remedy the same within thirty (30) calendar days of receipt of such written notice.

12.10  Effect of Termination. Upon termination or expiration of this Agreement: (i) RunBuggy shall immediately cease providing Customer access to RunBuggy HITCH; and (ii) all usage rights and licenses granted under this Agreement shall terminate. Customer shall pay RunBuggy for all fees due and payable on the date of Agreement termination or expiration consistent with the terms of this Agreement.

13. 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.