Terms of Service

Last Updated January 4, 2023

1. Introduction.

By clicking “I accept” or “I agree” or accessing or using the RunBuggy application, website, application programming interface, or technology platform (collectively, the “RunBuggy Service”), you agree to this RunBuggy 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. In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the RunBuggy Service from time to time, which are hereby incorporated by reference into this Agreement.

You: (i) have read and understand the terms of this Agreement; 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 the terms or scope of the RunBuggy Service, we will make reasonable efforts to notify you by posting of an updated version of the Agreement at www.runbuggy.com/legal and/or via email. Your continued use of the RunBuggy Service after reasonable notice of such changes shall constitute your consent to the changes.

THIS AGREEMENT INCLUDES A DISPUTE RESOLUTION PROVISION IN SECTION 18 THAT REQUIRES ARBITRATION OF DISPUTES AND WAIVER OF THE RIGHT TO PARTICIPATE IN A CLASS ACTION.

The Section headings and italicized summaries contained below are for your convenience only, and do not have any legal meaning or effect.

2. What is the RunBuggy Service?

RunBuggy is an online marketplace that allows car Shippers and Carriers to connect and self-arrange for transportation through an easy-to-use app.

The RunBuggy Service is an online technology platform that provides a marketplace where those seeking to have vehicles transported, including individuals, vehicle manufacturers, finance companies, leasing and rental companies, car dealerships, and vehicle auctions (each, a “Shipper”) can meet and connect with owners and operators of heavy vehicles or commercial motor vehicles who provide commercial transportation services (“Carriers”) and self-arrange for transportation (i.e., Shippers arranging directly with Carriers).

Transportation services provided by Carriers to Shippers (collectively, “User” or “Users”) that connect through the RunBuggy Service shall be referred to collectively as the “Transport Services.” RunBuggy itself does not provide 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 Carrier shall constitute a separate and direct agreement between the Shipper and the Carrier.

By using the RunBuggy Service to order or deliver Transport Services you assume all obligations related thereto, including compliance with all Applicable Laws. THE PROVISION OF TRANSPORT SERVICES IS SOLELY THE RESPONSIBILITY OF THE CARRIER WITHOUT ANY DIRECT OR INDIRECT RESPONSIBILITY OR LIABILITY TO RUNBUGGY. RUNBUGGY IS ONLY THE PROVIDER OF THE TECHNOLOGY USED BY SHIPPER AND CARRIER TO MEET. RUNBUGGY DOES NOT ACT AS A CARRIER OR BROKER AND DOES NOT UNDER ANY CIRCUMSTANCES UNDERTAKE ANY CARRIAGE OR TRANSPORTATION MANDATE WHATSOEVER.

Shippers. You acknowledge and agree that you are entering into a legally binding agreement directly with the Carrier for the Transport Services unless the transaction is prohibited by Applicable Law or by this Agreement. Although the RunBuggy Service may provide the option to purchase different service levels (e.g., Standard, Gold, or Platinum), you acknowledge that, unless otherwise noted by the Carrier, pick-up dates, delivery dates, and transit times are estimates only and are not guaranteed. A Carrier reserves the right to inspect your shipment before accepting it, and to refuse to transport any item prohibited by this Agreement or by Applicable Law. You further represent and warrant that each vehicle you place on the RunBuggy Service for Transport Services is exclusively owned by you and in your sole possession and control and fit for safe transportation and in compliance with all Applicable Laws.

Carriers. 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 all local, state, provincial and federal licensing requirements. Carriers agree that they are solely responsible for all aspects of the Transport Service, which is solely provided by the Carrier and not by RunBuggy. You understand and acknowledge that all shipment information is provided by other Users and that RunBuggy has no control over or responsibility for the accuracy of this information. You are responsible for reading all shipment details, and by booking shipments on the RunBuggy Service, you are entering into a legally binding agreement directly with the Shipper to complete the services as requested by the Shipper through the RunBuggy Service. You further agree that, in the event of a conflict between the terms, conditions and provisions of any bill of lading, receipt, tariff, general terms and conditions or shipping document issued by a Carrier or Shipper and those of this Agreement, the terms, conditions, and provisions of this Agreement shall govern and control. Nothing contained in any such bill of lading, receipt, or shipping document shall be construed to expand or amend the rights and obligations of RunBuggy under this Agreement.

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 carriers 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. 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 application of any state or provincial laws and regulations to you and your provision of Transport Services. You are solely responsible for determining the registration requirements and safety statutes and regulatory compliance obligations applicable to you. You are solely responsible for ensuring that you know and that you comply with all Applicable Laws.

3. What RunBuggy is NOT.

RunBuggy is NOT a carrier or broker.

RUNBUGGY IS NOT A MOTOR CARRIER UNDER 49 USC §13102(14) OR ANY OTHER STATE OR FEDERAL REGULATION. RUNBUGGY IS NOT A BROKER UNDER 49 USC §13102(2), 49 CFR §371.2(a), OR ANY OTHER STATE OF FEDERAL REGULATION. RUNBUGGY IS NOT AN OWNER OR OPERATOR OF HEAVY VEHICLES OR A CARRIER OR A BROKER OR INTERMEDIARY 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 AN OWNER OR OPERATOR OF HEAVY VEHICLES OR CARRIER OR BROKER OR AN INTERMEDIARY.

The Carrier-Specific Obligations set forth in Section 7 below notwithstanding, RunBuggy has no control over the quality, safety, or legal aspects of the Transport Services or the transactions between Users. RunBuggy does not endorse, recommend, or refer any specific Carrier, nor does RunBuggy have any control or influence over actions or decisions made by users of the RunBuggy Service. All users of the RunBuggy Service make their own decisions and you acknowledge and agree that we are not in any way arranging or recommending transportation services on your behalf. RunBuggy has no control over the accuracy of listings, the ability or suitability of Carriers to transport items, or the ability of Shippers to send items. We cannot ensure the Shipper or Carrier will complete a shipment. We cannot and do not guarantee the ability of Users to complete or fulfill any services booked through the RunBuggy Service. We cannot and do not comment on or make any representation on the reputation, safety, or reliability of a Carrier or Shipper; Users are solely responsible for these decisions and make these decisions at their own risk. 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.

You acknowledge and agree that 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. 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.

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 (“Bill of Lading“). The Bill of Lading issued in connection with each shipment is non-negotiable 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 Carrier to self-arrange the shipment. If the Shipper makes changes to a shipment after booking, then the Shipper is required to either make changes to the Bill of Lading or cancel the shipment and rebook with current information. Carriers shall have no obligation to honor rate quotes in any of the following instances: (i) any alteration of the Bill of Lading or tendering of shipments to any carrier other than the selected Carrier; or (ii) the use of a bill of lading not generated via the RunBuggy Service.

IMPORTANT: While Carriers using the RunBuggy Service must provide proof of insurance, a valid certificate of operating authority, a provincial carrier safety fitness certificate (or other equivalent provincial registration from the province where you are based), and/or a W-9, as applicable, RunBuggy does NOT screen or qualify Carriers, including for compliance with any Applicable Laws.

4. Who is authorized to use the RunBuggy Service?

Anyone who creates an account is licensed to use the RunBuggy Service for as long as they comply with the terms of this Agreement.

The RunBuggy Service is available only to Users who have reached the applicable age of majority in the province or state in which such User resides and who have gained lawful access to the RunBuggy Service. Users may be required to register and create an account to access and use the RunBuggy Service. Individual authorized representatives of Carriers and Shippers who register and create an account on the RunBuggy Service, register as “peer users” on the RunBuggy website, or otherwise use the RunBuggy Service 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 respective Carrier or Carrier you represent.

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 mandatory fields designated by all account creation or registration form(s) provided through the 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 agree to use the RunBuggy Service in accordance with all Applicable Laws.

5. Please keep your account secure.

You agree to keep your Account Credentials secret and not let others access your account .

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.

6. Pricing, fees, and payments.

RunBuggy will determine pricing, present it in the app, facilitate payment via our third-party payment processor(s), and retain its service fee when payment is processed.

6.1 Shipper Charges. If you use the RunBuggy Service as a Shipper, you agree to pay all charges for Transport Services placed by your 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.

6.2 Transport 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. Your continued use of the RunBuggy Service after the effective date of such change to the Charge schedule shall constitute your agreement to such revised Charge schedule and any other changes to this Agreement.

6.3 Obligation to Pay Charges. When you use the RunBuggy Service to complete an order for Transport 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.

6.4 Payment Processing. All Charges are facilitated through 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. Charges shall only be made through the RunBuggy Service and Charges are non- refundable, regardless of disruption to the RunBuggy Service or Transport Services, or any other reason whatsoever.

6.5 RunBuggy Service Fee. If you are a Carrier, you agree that RunBuggy may retain: (i) a fee from the Charge received from the Shipper for the Transport Services you provide (the “RunBuggy Service Fee”); and (ii) any Applicable Taxes. RunBuggy reserves the right to change the RunBuggy Service Fee at any time in RunBuggy’s discretion based upon local market and other factors. Continued use of the RunBuggy Service after any such change in the RunBuggy Service Fee calculation shall constitute your consent to such change.

6.6 Carrier Payments. If you are a Carrier, you will receive payment for your provision of Transport Services through your third-party payment processor account. All Charges are subject to the RunBuggy Service Fee. All Carrier payments shall exclude interest and will be net of Applicable Taxes or other amounts that we are required to withhold by law. Carrier agrees that RunBuggy may further withhold and offset from any payment otherwise payable to Carrier any amount that Carrier may owe to RunBuggy or Shipper, or that is subject to a validly issued lien or levy. Upon receipt of such validly issued lien or levy, RunBuggy shall suspend Carrier’s: (i) access to the RunBuggy Service; and (ii) ability to receive payments though our third-party payment processor until such time that the lien or levy is lifted or otherwise satisfied.

6.7 Authorized Auctions. In certain situations, RunBuggy maintains relationships with third party auctions that 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.

6.8 Order Cancellations. Orders for Transport Services may be cancelled at any time prior to a Carrier picking up your vehicle, after which orders are not cancelable and Charges are non-refundable.

7. Carrier-specific terms and obligations.

All Carriers MUST agree to (and comply with) each of these requirements to provide Transport Services via the RunBuggy Service.

7.1 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 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. RunBuggy does not, and shall not be deemed to, direct or control your acts or omissions, or your operation and maintenance of your vehicle. You retain the sole right to determine when, where, and for how long you will utilize the RunBuggy Service. RunBuggy does not, and shall not be deemed to prescribe specific dates, times of day, or any minimum number of hours for you to utilize the RunBuggy Service. You retain the option to accept, decline, or ignore a Shipper’s request for Transport Services. RunBuggy does not, and shall not be deemed to, require you to accept any specific request for Transport Services as a condition of maintaining access to the RunBuggy Service. You acknowledge and agree that you have complete discretion to provide Transport Services or otherwise engage in any other business or employment activities, including providing services similar to the Transport Services to other companies, and that RunBuggy does not, and shall not be deemed to, restrict you from engaging in any such activity.

7.2 Licensing and fitness to operate. You have all federal, state and provincial temporary and/or permanent permits, approvals, operating authorities, licenses, registrations, notices, customs documents, certificates, carrier safety fitness certificates, certifications and other approvals required under Applicable Law for the performance of the Transport Services under this Agreement (“Permits“) in all jurisdictions in which you provide Transport Services. Without limitation to the foregoing, you hold a “satisfactory carrier safety rating” in all jurisdictions in which you provide Transport Services and a “satisfactory” rating as an owner or operator of commercial or heavy vehicles with all relevant regulatory authorities depending on where you provide Transport Services. You will comply with the International Fuel Tax Agreement and the International Registration Plan requirements to the extent that they apply to the Transport Services you provide.

7.3 Vehicle ownership and safety. You and/or the drivers utilized by you own, or have the legal right to operate, the commercial or heavy vehicle you use when providing Transport Services and you and/or your drivers are licensed to operate such vehicle in accordance with Applicable Laws, and such vehicle is in good operating condition and meets the industry safety standards and all applicable requirements and Permits for a vehicle of its kind imposed by Applicable Law relating to the Transport Services. Without limiting the generality of the foregoing, you are solely and fully responsible for compliance with all vehicle and equipment safety, inspection, maintenance, and operation requirements under Applicable Laws.

7.4 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 Carrier.

7.5 Driver Screening. You shall perform any and all background checks necessary to ensure each driver complies with the following before permitting drivers to provide Transport Services:

7.5.1 Qualifications. Drivers must be age twenty one (21) or older, possess a valid commercial driver’s license, and be authorized and medically fit to operate a commercial motor vehicle in all jurisdictions in which they operate.

7.5.2 Driving Record. Drivers age twenty one (21) or twenty two (22) must have three (3) or more years of unrestricted driving history and no infractions on their driving record. Drivers age twenty three (23) and over must have, during the past three (3) years: (i) no more than three (3) minor violations, including accidents, traffic light violations, speeding, or moving violations; and (ii) no violations for driving on a suspended, revoked, or invalid license or insurance.

7.5.3 Criminal Background. During the past five (5) years, drivers must have no conviction for a felony (or misdemeanor involving fraud or dishonesty). Additionally, drivers must have no misdemeanor convictions for driving-related offenses, including DUI, hit-and-run, criminal speeding, reckless driving, and street racing within the same time period.

7.5.4 Records Retention and Audit Rights. You agree to maintain accurate business records relating to your compliance with this section for at least two (2) years from the last-provided Transport Services. Your records relating to compliance with this section shall be produced to RunBuggy for review and inspection upon reasonable notice.

7.6 Load securement. You and/or the drivers utilized by you are solely responsible for ensuring that all cargo and related equipment has been properly loaded, secured, blocked, and braced, and properly unloaded, unsecured, unblocked, and unbraced when delivered. Where the cargo constitutes or includes dangerous goods, you will comply with all requirements for the transportation of dangerous goods under Applicable Law. This responsibility extends to and includes your hiring or use of any third-party to move or reposition cargo prior to it being loaded on your commercial or heavy vehicle and/or unloaded at the delivery location. You acknowledge that RunBuggy will never be in possession of any cargo being transported in connection with the Transport Services you provide, and that RunBuggy will not be responsible or have any role in the securement of cargo for transportation.

7.7 Driving behavior. 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 Carrier 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.

7.8 Driving transported vehicles is prohibited. Transport Services shall be provided by loading and hauling transported vehicles via a commercial vehicle compliant with the terms set forth herein. Other than as minimally necessary to load a transported vehicle onto a commercial vehicle for transport, you and/or the drivers utilized by you are prohibited from driving any vehicles for which you are providing Transport Services absent written agreement from RunBuggy.

7.9 Documents due at registration.

7.9.1 Transport Services in the United States. Upon registering to provide Transport Services in the United States, you shall provide RunBuggy: (i) a copy of your FMCSA Certificate of Operating Authority which must have been issued in the last six (6) months; (ii) a completed W-9 form; and (iii) proof of insurance as described in Section 7.9 below.

7.9.2 Transport Services in Canada. Upon registering to provide Transport Services in Canada, you shall provide RunBuggy: (i) a copy of the applicable provincial carrier safety fitness certificate or other equivalent provincial registration from the province where you are based, which must have been issued in the last six (6) months; (ii) your GST/HST registration number; and (iii) proof of insurance as described in Section 7.9 below.

7.9.3 Additional Requirements. You must comply with both Sections 7.9.2 and 7.9.2 if you will provide cross-border Transport Services. RunBuggy, in its sole discretion, may conduct additional screening or require additional documentation (e.g., driver’s license or business license) before authorizing you to provide Transport Services.

7.10 Insurance requirements. You shall procure and maintain, at your sole cost and expense, with reputable and financially responsible insurance underwriters maintaining a rating of B+ or higher, the following insurance coverages:

  • Automobile Liability insurance to include any automobile, or all owned, non-owned, and hired automobiles, covering bodily injury (including injury resulting in death) and loss of or damage to property in an amount not less than $1,000,000 per incident.
  • Motor Truck Cargo Liability insurance in an amount not less than: (i) $100,000 per incident if you transport 3 or less vehicles; (ii) $150,000 per incident if you transport 4-6 vehicles; or $250,000 per incident if you transport more than 7 vehicles, and such insurance shall not contain any exclusions for employee theft or dishonesty, unattended or unattached trailers, or otherwise likely to result in denial of claims.
  • Workers compensation insurance in accordance with all Applicable Laws.
  • Any other insurance that may be required by RunBuggy or any Applicable Laws.
  • If Applicable Law requires Carrier to maintain amounts in excess of these limits, Carrier shall obtain coverage aligning to such higher limits.

You shall: (i) add RunBuggy OMI, Inc. as a certificate holder on all applicable certificate(s) of insurance; and (ii) provide RunBuggy copies of all applicable certificates of insurance and, on request, copies of all policies and endorsements. You will ensure RunBuggy is provided notice of cancellation or modification of any insurance required under this agreement at least 30 days in advance of any cancellation or modification of the required insurance. Carrier will not provide services under this Agreement at any time that Carrier is not in compliance with these obligations related to insurance.

7.11 Tax responsibility. You will pay all applicable federal, state, provincial 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 Transport Services are inclusive of any Applicable Taxes. If you provide Transport Services in Canada, you confirm that you are registered under Part IX of the Excise Tax Act (Canada) and you shall promptly provide us with your GST/HST registration number as well as your sales tax registration number under any other applicable provincial sales tax legislation imposing a similar value added or multi-stage tax, or a sales or transfer tax. On payments made by RunBuggy to Carriers that are non-residents of Canada (for purposes of the Income Tax Act (Canada)) in respect of Transport Services provided in Canada, RunBuggy will comply with its obligation under Regulation 105 to withhold 15% of such payment and remit same to the Canada Revenue Agency. Carriers should consult their own tax advisors about whether a refund of such withheld amounts may be claimable from the Canada Revenue Agency in their circumstances.

7.12 Driver employment and compensation. To the extent required by Applicable Law, you currently and in the future will: (i) compensate drivers and other workers engaged in Transport Services as employees; and (ii) comply with all Applicable Laws regarding wage payment, expense reimbursement, payroll taxes, benefits, hours, immigration, breaks, safety, workers’ compensation insurance, and all labor and employment laws.

7.13 No Transfers or Brokers. You shall not assign, subcontract, 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.

7.14 Personal Information. You and/or the drivers utilized by you will keep confidential any personal information protected by any Applicable Laws, which protect the privacy rights of consumers, individuals or households (“Applicable Privacy Legislation“) obtained in the course of providing, or in connection with providing, any Transport Services to any Shipper (collectively, “Personal Information”). You will comply with all Applicable Privacy Legislation with respect to such Personal Information.

7.14.1. You shall only use and disclose such Personal Information to provide the Transport Services to such Shipper.

7.14.2. You shall only retain such Personal Information for as long as necessary to provide the Transport Services to the Shipper and shall delete it afterwards.

7.14.3. You shall (i) protect such Personal Information loss or theft, as well as unauthorized access, disclosure, copying, use or modification, using safeguards appropriate to the sensitivity of the information; (ii) promptly notify the Shipper in the event of any violation or attempted violation of your confidentiality obligations; and (iii) allow the Shipper to conduct verification regarding such confidentiality requirements.

7.14.4. Should you transfer Personal Information to third parties, you shall ensure that the arrangement with such third party is governed by a written contract which offers at least the same level of protection for Personal Information as set out in this Section 7.13.

7.14.5. Shippers are third party beneficiaries of this Section 7.14. In the event a dispute arises between you and a Shipper with respect to this paragraph, 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.

7.15 Responsibility for damages. As between you and RunBuggy, and notwithstanding any contrary provisions, purported limitations, or exclusions of liability contained in any documents issued by the Carrier, whether purported to be incorporated by reference into this Agreement by an attachment or otherwise, or contained in any Applicable Laws, you agree you are solely responsible for any damages caused by or related to your provision of Transport Services to the full amount of such damages and/or losses, and you agree to fully compensate Shippers (and RunBuggy, as the case may be) for such damages and fully indemnify Shippers and RunBuggy for claims related to your provision of Transport Services. You agree that any attempt to limit or exclude your liability to Shipper for lost, destroyed, damaged, or delayed shipments (e.g., via provisions contained in any bill of lading, delivery receipt, or otherwise) shall be deemed null and void. Exclusions, limitations, gaps, coverage limits, and/or claim denials in or under your insurance coverage shall not exonerate you from your responsibilities, obligations, and liability under this Section.

7.15.1 Carrier liability. Carriers agree: (i) to exercise due care in providing Transport Services; (i) that they are solely and fully responsible for any damages sustained by Shippers relating to or arising out of the Transport Services they provide; and (iii) to resolve all such claims directly with Shipper.

7.15.2 Indemnification of Shippers. In addition to any other obligations hereunder, Carriers agree to defend, indemnify, and hold any Shipper they provide Transport Services to, harmless from any claims, actions, suits, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of the Transport Services they provide.

7.15.3 Indemnification of RunBuggy. You agree to indemnify RunBuggy pursuant to the terms set forth in Section 16 below.

8. Availability of the RunBuggy Service.

You understand that the RunBuggy Service: (i) needs Internet access to work; (ii) may occasionally be offline for maintenance or emergencies; (iii) has features and functionality that may change over time; and (iv) may be discontinued, suspended, or replaced.

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.

9. RunBuggy owns the RunBuggy Service.

While we own the RunBuggy Service and all related intellectual property, we want you to use and enjoy it as explained in this Agreement.

9.1 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. 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.

9.2 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.

9.3 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 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 all copyrights and rights of publicity contained therein.

9.4 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.

9.5 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 and you hereby assign the rights you may have in your Submissions to us. 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.

9.6 Copyright complaints. RunBuggy complies with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. Section 512). If you believe any materials posted on the RunBuggy Service infringe your copyrights, please let us know by emailing the following information to info@runbuggy.com:

  • A physical or electronic signature of the owner, or a person authorized to act on behalf of the owner (“Complaining Party“), of an exclusive right that is allegedly being infringed;
  • The Complaining Party’s address, telephone number, and email address;
  • Identification of the allegedly infringing material on the Services (“Infringing Material“), and information reasonably sufficient to permit RunBuggy to locate such material on the Services;
  • Identification of the copyrighted work claimed to have been infringed upon (“Infringed Material“);
  • A statement that the Complaining Party has a good faith belief that use of Infringing Material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the Notice is accurate, and, under penalty of perjury, that the Complaining Party is the owner or is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

RunBuggy reserves the right to terminate access to the RunBuggy Service for repeat infringers in appropriate circumstances.

10. RunBuggy’s license to use your uploaded content.

This is how RunBuggy will use information uploaded to the RunBuggy Service (in compliance with our Privacy Notice, of course), but think carefully before you share Personal 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. Subject to RunBuggy’s obligations under its Privacy Notice, you are solely responsible for any Personal Information you upload into the RunBuggy Service, including 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 acknowledge that Personal Information you upload into the RunBuggy Service may be transferred and stored outside of the jurisdiction in which it was originally collected. You are responsible for complying with Applicable Privacy Legislation regarding Personal Information you upload into the RunBuggy Service, and you confirm that you are permitted to upload such Personal Information into the RunBuggy Service. 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

11. Privacy, collection, and use of your data.

RunBuggy will collect, process, and use your Personal Information in accordance with the RunBuggy Privacy Notice.

12. RunBuggy’s confidential information.

You agree to keep any confidential information you access via the RunBuggy service secret, and to use it only for purposes of ordering or providing Transport Services.

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 (“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.

13. These uses of the RunBuggy Service are prohibited.

Don’t: (i) break, degrade, slow down, attempt to gain or allow unauthorized access to, reduce security of, hack, or otherwise hurt the RunBuggy Service; (ii) upload pornographic, hateful, confidential, harmful, or other inappropriate content; or (iii) otherwise take advantage of your access to the RunBuggy Service.

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; (vii) violates any individuals right to his or her image; or (viii) 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 Law.
  • Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity.
  • If you are a Carrier, contact Users with whom you were not specifically sent a Transport Service request.
  • If you are a Shipper, contact Users who did not specifically accept your Transport Service request.
  • Mine, scrape, extract, harvest, or collect any user information, including email addresses or other contact information, through the RunBuggy Service by electronic or other means for any purpose, including 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.
  • Conduct incomplete transactions wherein you contact Carriers or Shippers through the RunBuggy Service but complete the transaction outside of the RunBuggy Service.

RunBuggy reserves the right to investigate and take appropriate legal action against anyone who, in RunBuggy’s sole discretion, violates this provision, including 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 Carrier 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. The RunBuggy Service comes with no warranties.

The RunBuggy Service may occasionally be unavailable, slow, or mis-performing, but you nonetheless agree to use it “as-is” and at your own risk.

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 AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING THE RUNBUGGY SERVICE AND THE TRANSPORT SERVICES, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS 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. RunBuggy’s liability to you is limited.

Your ability to bring claims regarding use of the RunBuggy Service is limited, as is RunBuggy’s liability to you.

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, INCLUDINGDAMAGES 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, DELICT, EXTRA-CONTRACTUAL 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).

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.

16. You are responsible for any damage you cause RunBuggy.

You agree to indemnify RunBuggy from all claims based on your use of the RunBuggy Service.

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: (i) your breach of this Agreement or the documents it incorporates by reference; (ii) your violation of any Applicable Law or the rights of a third party, including Carriers, Shippers, other motorists, and pedestrians, as a result of your own interaction with such third party; (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) your ownership, use or operation of a motor vehicle, including your provision of Transport Services as a Carrier; (v) 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 (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. Vehicle damage.

Claims regarding vehicles damaged during transport should be directed to your Carrier, but RunBuggy can help manage your claim and help get you paid.

As set forth in Section 7 above, Carriers are directly and solely responsible for all damages caused by or related to Carrier’s provision of Transport Services, including damage to a Shipper’s vehicle, irrespective of the limits of the Carrier’s insurance coverage. Shippers must contact their Carrier directly (within 72 hours of delivery) to file a claim for alleged vehicle damage, and simultaneously notify RunBuggy of their claim. If the Carrier cannot be reached, RunBuggy customer service will assist Shipper in making its claim against the Carrier and will keep Shipper advised of the status of the pending claim.

The above notwithstanding, if: (i) your vehicle is lost, stolen, or damaged due to negligence of the Carrier providing Transport Services (as determined by RunBuggy or its insurers in their sole discretion); and (ii) the Carrier has cargo liability insurance coverage less than the vehicle’s fair market value, then RunBuggy’s insurers will cover the difference between the vehicle’s fair market value and any available insurance coverage held by the Carrier, in an amount up to but not to exceed the coverage provided by RunBuggy’s insurance in effect on the date of loss, and subject to any applicable deductibles.

All Users agree that any such claim facilitation by RunBuggy: (a) is provided only as an optional customer service, and in no way obligates RunBuggy to successfully resolve such claims, or places liability on RunBuggy for the alleged damage underlying such claims; and (b) does not mean that RunBuggy acts as broker or intermediary. In the event a dispute arises between a Carrier and a Shipper with respect to this Section, the parties agree that: (x) RunBuggy shall not be a party to and is hereby released and discharged from all liability for such claim; and (y) 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.

18. Class action waiver and binding arbitration.

TO THE EXTENT PERMITED BY LAW, YOU AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE RUNBUGGY SERVICE WILL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION PURSUANT TO THIS SECTION. THIS MEANS THAT ANY DISPUTE YOU HAVE THAT IS COVERED BY THIS PROVISION WILL BE RESOLVED BY A PRIVATE ARBITRATOR AND NOT BY A COURT.

The arbitration will be conducted before JAMS or its successor. Unless otherwise agreed by the parties, arbitration will be held in Phoenix, Arizona, but the arbitration will be conducted by videoconference if either party requests the hearing to be conducted by videoconference, 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 language of the arbitration will be English, unless you reside in Quebec, in which case the language of the arbitration can be in French if either party makes such a request. 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. If you are resident in Quebec, RunBuggy will pay any filing fees and arbitrator’s fees over $250 CAD, subject to potential reimbursement pursuant to the arbitrator’s discretion to award costs and expenses. 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 Arizona 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 Arizona and shall be required to follow such law, with the exception that if you are resident in Quebec, the arbitrator shall apply the laws of Quebec and the federal laws of Canada applicable therein. 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.

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.

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.

If you are resident in the United States, in any case in which: (i) the dispute is filed as a class, collective, or representative action; and (ii) 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.

19. You agree to comply with export laws.

You may not use the RunBuggy Service if you: (i) are located in a country designated by the U.S. Government as a “terrorist supporting” country; (ii) are listed on any U.S. Government list of prohibited or restricted parties; or (iii) prohibited from using the RunBuggy Service under Canadian export or sanctions laws.

Your use of the RunBuggy Service is subject to U.S. and 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 you are not: (i) 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) 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 attorney’s fees) arising from or relating to any breach by you of your obligations under this Section.

20. Terminating your access to the RunBuggy Services.

RunBuggy may terminate your license and access to the RunBuggy Service at any time for any reason set forth below.

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 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 all definitions, disclaimers, indemnification obligations, limitation of liabilities, and general terms.

21. A few additional, miscellaneous 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.
    • Subject to section 18, this Agreement will be governed by the laws of the State of Arizona 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 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, to extent permitted under Applicable Law.
    • 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.
    • 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.
    • The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent. The language of all parts of this Agreement, including those in the Introduction, shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any party. No presumptions or rules of interpretation based upon the identity of the party preparing the Agreement, or any part thereof, shall be applicable or invoked. In this Agreement, the words “includes” and “including” will be deemed to be followed by the phrase “but not limited to” and references to the words “and” or “or” will mean “and/or.” In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders. The inclusion of headings in this Agreement is for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The Introduction paragraphs of this Agreement are repeated and incorporated herein as contractual terms.

21. 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.