Last Updated January 25, 2019
These Terms of Service constitute a legally binding agreement (“Agreement”) between you and RunBuggy OMI, LLC, a California limited liability company (“RunBuggy,” “we,” “us” or “our”) governing your use of the RunBuggy website and services therein (collectively, the “RunBuggy Service”).
This Agreement sets forth the terms under which a you may utilize the RunBuggy Service. Your use of the RunBuggy Service is subject to this Agreement, as may be modified or updated by RunBuggy from time to time, effective upon posting of an updated version of the Agreement at www.runbuggy.com/legal. RunBuggy will provide you with a notice of any such modifications or updates via email and you are responsible for regularly reviewing the Agreement. Continued use of the RunBuggy Service after any such modifications or updates shall constitute your consent to such changes.
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE CONTINUING TO CREATE YOUR ACCOUNT. BY CLICKING ON THE “ACCEPT” BUTTON, YOU ARE AGREEING TO BE BOUND BY, AND ARE BECOMING A PARTY TO, THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT CLICK ON THE “ACCEPT” BUTTON AND DISCONTINUE YOUR REGISTRATION TO THE RUNBUGGY SERVICE.
ONLY PERSONS OF LEGAL AGE CAN ACCEPT THIS AGREEMENT AND CREATE AND/ OR AUTHORIZE AN ACCOUNT TO USE THE RUNBUGGY SERVICE.
By using the RunBuggy Service to order or deliver Transport Services you assume all obligations related thereto, including compliance with all applicable federal, state and local laws, statutes, rules, ordinances, and regulations (“Applicable Laws”). THE PROVISION OF TRANSPORT SERVICES IS SOLELY THE RESPONSIBILITY OF THE TRANSPORTER WITHOUT ANY DIRECT OR INDIRECT RESPONSIBILITY OR LIABILITY TO RUNBUGGY.
The RunBuggy Service.
The RunBuggy Service provides a marketplace where businesses seeking vehicles transported to or from other businesses, including finance companies, leasing and rental companies, car dealerships and vehicle auctions (each, a “Dealer”) can be connected with vehicle carriers who provide transportation services (“Transporters”). Individual authorized representatives of Transporters and Dealers who register and create an account on the RunBuggy Service and who register as “peer users” on the RunBuggy website are collectively referred to herein as “Users”, “you”, “your” and the like. For purposes of this Agreement, the transportation services provided by Transporters to Dealers that are matched through the RunBuggy Service shall be referred to collectively as the “Transport Services”. Any decision by a User to offer or accept Transport Services is a decision made in such User’s sole discretion. Each Transport Service provided by a Transporter shall constitute a separate agreement between such persons.
RunBuggy is not a party to any agreement for Transport Services or other agreement made between Users in connection with 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 Users regardless of use of the RunBuggy Service. RunBuggy does not prequalify or validate the claims of Transporters including with respect to their licensure, insurance and registration, nor does RunBuggy prequalify or validate the claims of brokers including those related to compliance with the Moving Ahead for Progress in the 21st Century Act (MAP-21). RunBuggy does not endorse, recommend or refer any specific Transporter or shipper, nor does RunBuggy have any control or influence over actions or decisions made by users of the service. All users of the RunBuggy platform make their own decisions and You acknowledge and agree that we are not in any way arranging transportation services on your behalf. Because we are not involved in the actual transaction between shippers and Transporters, we have no control over the accuracy of listings, the ability of Transporters to transport items, or the ability of shippers to send items. We cannot ensure the shipper or Transporter will actually complete a shipment. We cannot and do not guarantee the ability of Users to complete or fulfill any services booked through the RunBuggy platform. Furthermore, due to the difficulty of individual authentication, especially on the Internet, we cannot and do not guarantee the verification of any User’s identity. Any identity verification methods we employ are strictly for the benefit of RunBuggy and should not be relied upon by our Users. You acknowledge and agree that any and all communications, correspondence, verbal or written or by electronic means, or any warranties or representations made with regard to the arrangement of transportation services are not provided by us and are specifically and solely between You and the other User.
For the convenience of the parties to a shipment, RunBuggy generates 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 non-negotiable and shall be deemed, conclusively, to have been prepared by the Dealer. The parties agree that RunBuggy does not issue the bill of lading and that RunBuggy is not a party to the bill of lading (regardless of the presence of the RunBuggy name or RunBuggy Trademarks on such bill of lading). If the Dealer makes changes to a shipment after booking, then the Dealer is required to either make changes to the bill of lading or cancel the shipment and rebook with current information. Transporters shall have no obligation to honor rate quotes in any of the following instances: any alteration of the bill of lading, or tendering of shipments to any carrier other than the selected Transporter, or the use of a bill of lading not generated via the RunBuggy Service.
Dealers. You are responsible for reading all terms, conditions, and tariffs published by Transporters when booking shipments on RunBuggy. You are agreeing to the Transporter’s terms, conditions, and tariffs; and entering into a legally binding agreement with the Transporter, unless the transaction is prohibited by law or by this Agreement. You acknowledge that, unless otherwise noted by the Transporter, pick-up dates, delivery dates, and transit times are estimates only and are not guaranteed. A Transporter reserves the right to inspect your shipment before accepting it, and to refuse to transport any item prohibited by this Agreement or by law. IMPORTANT: RunBuggy does not screen or qualify Transporters for compliance with federal, state or local statutes, laws, rules, ordinances and regulations, including but not limited to broker compliance with the Moving Ahead for Progress in the 21st Century Act (MAP-21). It is recommended that You confirm such compliance directly with the Transporter before services are rendered by the Transporter.
Transporters. You must legally be able to transport the shipments You book through RunBuggy. You agree that it is your sole obligation to comply with all Applicable Laws that may apply including any and all local, state, and federal licensing requirements. Transporters agree that, through the various products and features on RunBuggy, they are solely responsible for all aspects of services, pricing, and terms they offer the Dealer. Rates, services, and terms are solely provided by the Transporters and not by RunBuggy. You understand and acknowledge that all shipment information is provided by other registered users and RunBuggy has no control over or responsibility for the accuracy of this information. You are responsible for reading all of the shipment details and by booking shipments on the RunBuggy Service, You are entering into a legally binding agreement to complete the services as requested by the Dealer.
FMCSA and State Laws.
The Federal Motor Carrier Safety Administration (“FMCSA”), part of the U.S. Department of Transportation, requires that all Transporters handling 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. A number of states have statutes and regulations pertaining to such intrastate transportation. We suggest You check with the applicable state’s Department of Transportation and your legal counsel to determine application of such state’s law and regulations to You and the provision of Transport Services by You.
Access and Use.
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; (iv) not use the RunBuggy Service for any illegal, unauthorized, unintended, unsafe, hazardous, or unlawful purposes.
User Account, Password and Security.
You are responsible for maintaining the confidentiality of all RunBuggy Service username(s) and password(s) that you create and are fully responsible for all activities that occur under your username and password. Each User agrees to (a) immediately notify RunBuggy of any unauthorized use of such User’s username and password or any other breach of security, and (b) 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.
Use of RunBuggy Service.
Subject to your performance of all the provisions of this Agreement RunBuggy hereby grants you, a limited, terminable, personal, non-exclusive license to access and use the RunBuggy Service solely as provided herein. Notwithstanding anything to the contrary herein, all rights not specifically granted in the license set forth above shall be reserved and remain always with RunBuggy. Your right to use the RunBuggy Service is not transferable. You will use the RunBuggy Service in accordance with all Applicable Laws. RunBuggy may (but is not required to), without notice, terminate your access to the RunBuggy Service or take other actions as are reasonably necessary to comply with legal requirements and as necessary to protect RunBuggy’s networks, information and the security and integrity of the RunBuggy Service or if we determine that you are misusing the RunBuggy Service or otherwise violating the terms of this Agreement.
License to Use Your Information.
You hereby grant to RunBuggy an irrevocable, worldwide, perpetual, royalty-free, fully paid-up, transferable, sublicensable, non-exclusive license: (i) to copy, display, transmit, upload, perform, distribute, store, modify and otherwise use all your personal and biographical content entered into the RunBuggy Service, including your name, likeness and photographs, as the case may be, as well as any other content or submissions, images, information, data, text, graphics, messages or other materials entered into the RunBuggy Service, as necessary for us to operate the RunBuggy Service; and (ii) to use and display general statistical information about you, such as ratings about you and, if applicable, your Transport Services, submitted by other Users, incident to the operation of the RunBuggy Service. You are solely responsible for any personal information uploaded into the RunBuggy Service including, but not limited to, address, phone number, email address, or other similar information and for your interactions with other Users and members of the public, and we act only as a passive conduit for your online posting of your information. You agree to provide and maintain accurate, current and complete information and that we and other Users and members of the public may rely on your information as accurate, current and complete.
Conditions of Use.
You are solely responsible for all content that you upload or email or otherwise use via the RunBuggy Service. The following are examples of the kind of content and/or use that is illegal or prohibited by RunBuggy. 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. You agree to not use the RunBuggy Service to:
a. 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;
b. 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;
c. rent, lease, lend, sell, redistribute, license or sublicense the RunBuggy Service or access to any portion of the RunBuggy Service
d. violate any applicable local, state, national or international law, or any regulations having the force of law;
e. impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
f. If you are a Transporter, contact Users with whom you were not specifically sent a Transport Service request;
g. If you are a Dealer, contact Users who did not specifically accept your Transport Service request;
h. harvest or collect email addresses or other contact information of other Users from the RunBuggy Service by electronic or other means for any purpose, including, but not limited to, the purposes of sending unsolicited emails or other unsolicited communications;
i. further or promote any criminal activity or enterprise or provide instructional information about illegal activities;
j. 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; or
k. cause any third party to engage in the restricted activities above.
l. conduct incomplete transactions wherein you contact Transporters or Dealers through the RunBuggy Service but complete the transaction outside of the RunBuggy Service.
Any violation of the foregoing is grounds for immediate termination of access to the RunBuggy Service and this Agreement.
The information contained in Transport Service requests is confidential and intended only for the use of the Transporter to whom it was directly addressed. Any unauthorized disclosure, copying, distribution or taking of any action in reliance on the contents of the e-mail 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 any and all transactions and communications between You and other Users for administrative purposes in accordance with all
Charges, Fees, Payments.
Transportation Service Pricing. By accepting this Agreement and utilizing the RunBuggy Service, you agree to the Charges set forth based upon RunBuggy’s charge schedule at the time of ordering Transport Services, that such Charges are commercially reasonable, consistent with market conditions, and in line with pricing You would generally offer or accept for that Transport Service. RunBuggy reserves the right to change the Charge schedule at any time, in our discretion, based upon local market factors, and we will provide you with notice in the event of changes to the base fare, per mile, and/or per minute amounts that would result in a change in the applicable Charges. Your continued use of the RunBuggy Service after the effective date of such change to the Charge schedule you agree to such revised Charge schedule and any other changes to this Agreement.
Obligation to Pay Charges. When you use the RunBuggy Service to complete an order for Transportation Services you will be directed to our third-party payment processing service’s portal for fulfillment of the applicable Charges. You hereby represent and warrant that (i) the credit card and banking information supplied to the third-party payment processor is true, correct and complete, (ii) payments for Charges made by you (including any Authorized Auction) will be honored by your credit card company or depositary financial institution and (iii) you shall pay for all Charges made under your account credentials using the RunBuggy Service.
RunBuggy Service Fee. If you are a Transporter, you agree that RunBuggy may retain a fee based on each Transportation Service you provide (the “RunBuggy Service Fee”). The amount of the applicable RunBuggy Service Fee is set forth on the RunBuggy Service. RunBuggy reserves the right to change the RunBuggy Service Fee at any time in RunBuggy’s discretion based upon local market factors, and RunBuggy will provide you with notice in the event of such change. Continued use of the RunBuggy Service after any such change in the RunBuggy Service Fee calculation shall constitute your consent to such change.
Transporter Payments. If you are a Transporter, you will receive payment for your provision of Transportation Services through RunBuggy’s third-party payment processing service. All Charge payments are subject to a RunBuggy Service Fee. All such amounts shall not include any interest and will be net of any amounts that we are required to withhold by law.
Dealer Charges. If you use the RunBuggy Service as a Dealer, you agree to pay all charges for Transport Services placed by Users on the RunBuggy Service (“Charges”). Charges include the transport fee and other applicable fees, tolls, surcharges, and taxes as set forth on the applicable RunBuggy order. You are responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof.
Authorized Auctions. In certain situations, RunBuggy maintains relationships with third party auctions who use RunBuggy to transport vehicles on behalf of their customers (each an “Authorized Auction”). Any User who authorizes an Authorized Auction under such User’s profile settings on the RunBuggy Service agrees that such Authorized Auction shall be entitled to create and place orders on behalf of such User and by so checking the box authorizes all such transactions until the User removes such authorization under User’s profile settings.
Transporter Representations, Warranties and Agreements.
By providing Services as a Transporter on the RunBuggy Service, you represent, warrant, and agree that:
a. You and/or the drivers utilized by You possess a valid commercial driver’s license and are authorized and medically fit to operate a commercial motor vehicle and have all appropriate licenses, approvals and authority to provide Transport Services in all jurisdictions in which you provide such services;
b. You and/or the drivers utilized by You own, or have the legal right to operate, the commercial vehicle you use when providing Transport Services, and such vehicle is in good operating condition and meets the industry safety standards and all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind;
c. 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 Transporter 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;
d. 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 Transporter;
e. You have a valid policy of commercial liability insurance (in coverage amounts consistent with all applicable legal requirements) that names or schedules you for the commercial operation of the vehicle you use to provide Transport Services; and
f. You will pay all applicable federal, state and local taxes, levies, charges, and fees payable to any taxing authority (“Applicable Taxes”) based on your provision of Transport Services and any payments received by you. All fees stated for use our Transport Services are net of any Applicable Taxes.
g. To the extent required by Applicable Law, You currently and in the future will compensate drivers and other workers engaged in Transportation Services as employees. To the extent required by Applicable Law, You currently and in the future will comply with all laws regarding wage payment, expense reimbursement, payroll taxes, benefits, hours, immigration, breaks, safety, workers’ compensation insurance, and all labor and employment laws.
h. No Transfers or Brokers. If you are a Transporter, you shall not assign, subcontract, broker, re-broker, forward, relay, use third party dispatchers or otherwise transfer in any manner, or otherwise allow a third party to perform, in whole or in part, any Transport Services that you are providing. In the event of any transfer in violation of this Section, RunBuggy may without prejudice to any other rights or remedies, immediately terminate your account and access to the RunBuggy Service.
i. Nonpublic Personal Information. You and/or the drivers utilized by You will keep confidential any nonpublic personal information (as defined in the Gramm-Leach-Bliley Act and its implementing regulations, “NPPI”) of any consumer obtained in the course of providing, or in connection with providing, any Transportation Services to any Dealer, and shall only use and disclose such NPPI to provide the Transport Services to such Dealer, and You shall take commercially reasonable steps to safeguard and protect such NPPI from any unauthorized access or disclosure. You will comply with all Applicable Laws with respect to such NPPI.
Intellectual Property Rights.
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. Except as expressly authorized by RunBuggy, you agree not to 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. In connection with your use of the RunBuggy Service you will not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the RunBuggy Service or the RunBuggy Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the RunBuggy Service or distributed in connection therewith are the property of RunBuggy, our affiliates and our partners (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 RunBuggy. You further agree that the functionality and features of the RunBuggy Service represent valuable proprietary materials owned by RunBuggy. By having access to the RunBuggy Service, you agree that you shall not study or analyze the RunBuggy Service or otherwise use the RunBuggy Service for creating and using another Internet transport marketplace or finding service.
The RunBuggy name and logos are trademarks and service marks of RunBuggy (collectively the “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. 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.
a. 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.
b. RunBuggy does not provide transportation services, and RunBuggy is not a transportation carrier. RunBuggy is a matching service that matches Dealers with Transporters and that facilitates the arranging of Transport Services. It is up to the Transporter to decide whether to offer Transport Services to a Dealer contacted through the RunBuggy Service, and it is up to the Dealer whether to accept the Transport Services from any Transporter contacted through the RunBuggy Service. We cannot ensure that a Transporter or Dealer will complete an arranged transportation service. We have no control over the quality or safety of the Transport Services that occurs as a result of the RunBuggy Services.
c. 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 other Users.
d. Opinions, advice, statements, offers, or other information or content concerning RunBuggy or made available through the RunBuggy Service, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content.
e. 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.
Limitation of Liability.
a. YOU EXPRESSLY UNDERSTAND AND AGREE THAT RUNBUGGY WILL NOT BE LIABLE FOR ANY DIRECT, 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 RUNBUGGY 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. IN NO EVENT WILL RUNBUGGY’S TOTAL LIABILITY TO YOU 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 HUNDRED DOLLARS ($100).
b. 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 TO YOU. 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.
c. 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 and participation in the Transport Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, without limitation, Transporters, Dealers, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) 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; (4) your ownership, use or operation of a motor vehicle, including your provision of Transport Services as a Transporter; (5) 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 in the course of receiving or providing Transportation Services; and/or (6) 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.
d. All disputes, claims, or controversies arising out of or relating to this Agreement or the RunBuggy Service that are not resolved by mutual agreement shall be exclusively resolved by binding arbitration to be conducted before JAMS, or its successor.
e. Unless otherwise agreed by the parties, arbitration will be held in Los Angeles, California before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS, and will be conducted in accordance with the rules and regulations promulgated by JAMS. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator’s decision and award will be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award either party any damages in excess of the limitation on actual compensatory, direct damages set forth in above. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding, to the extent the same is permitted by law. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. Any arbitrator shall be a retired judge of any court in California and experienced in commercial transactions. Resolution of the claim or dispute shall be based solely upon the substantive law governing the claims and defenses pleaded, the arbitrator shall apply the laws of the State of California, and shall be required to follow such law. The arbitrator may not invoke any basis other than such controlling law. The award shall be in writing, signed by the arbitrator, and shall include a statement setting forth the reasons for the disposition of any claim. The award shall include findings of fact and conclusions of law. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.
f. You understand and agree that you and RunBuggy may each bring claims in arbitration against the other only in an individual capacity and not on a class, collective action, or representative basis (“Class Action Waiver”). You understand and agree that you and RunBuggy both are waiving the right to pursue or have a dispute resolved as a plaintiff or class member in any purported class, collective or representative proceeding, except where such waiver is prohibited by applicable law. The arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any claim or issue any relief on a class, collective, or representative basis.
g. Notwithstanding any other provision of this Agreement, the JAMS rules or otherwise, disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator.
h. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, the class, collective, and/or representative action on such Claims must be litigated in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.
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.
You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to RunBuggy’s business, operations and properties, including User information (“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 Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of RunBuggy to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to RunBuggy with regard to any Confidential Information which 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.
a. These Terms of Service constitute the entire agreement between you and RunBuggy and govern 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.
b. This Agreement will be governed by the laws of the State of California 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 RunBuggy agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within Los Angeles County, California.
c. 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.
d. The failure of RunBuggy 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.
e. 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.
f. 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.
g. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect.
h. Notices to you may be made via either email or regular mail. The RunBuggy 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 RunBuggy Service.
i. In providing the RunBuggy Service, RunBuggy shall be an independent contractor, acting on its own behalf and shall have no authority to act in any other capacity and shall not be an agent of any User. No User has any authority to direct or control the methods or means by which RunBuggy provides the RunBuggy Service. Similarly, RunBuggy has no actual or implied right of direction or control over any User or over User’s operations, employees, contractors, or agents. You agree and understand that RunBuggy does not provide Transportation Services, and is simply a marketplace where Dealers can be connected with Transporters, and RunBuggy, RunBuggy is therefore not in the same line of business as Users. Moreover, nothing contained in these Terms of Service shall be deemed or construed to create a partnership or joint venture at any time between RunBuggy and any User. All parties agree and acknowledge that RunBuggy is not a party to any Transport Services and any related contract of carriage, bill of lading, broker transportation contract, or any other contract arranging for the carriage of freight.
j. 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 broker and that RunBuggy is not registered with the U.S. Department of Transportation Federal Motor Carrier Safety Association or any state as such. RunBuggy does not guarantee the accuracy of information provided by other Users of the site.
k. 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.
l. 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. The section headings used herein are for convenience only and shall not be given any legal import.
Questions? Concerns? Suggestions?
Please contact us at firstname.lastname@example.org to report any violations of this Agreement or to pose any questions regarding this Agreement or the RunBuggy Service.
SELECTING “ACCEPT” WILL BE THE LEGAL EQUIVALENT OF YOUR SIGNATURE ON A WRITTEN CONTRACT, AND EQUALLY BINDING. YOU MUST AGREE TO THESE TERMS AND CONDITIONS TO CREATE AN ACCOUNT AND USE THE RUNBUGGY SERVICE.