TERMS OF SERVICE
These terms of service constitute a legally binding agreement (“Agreement”) between you and XpressRun Transportation, LLC (“XpressRun,” “we,” “us” or “our”) governing your use of the XpressRun application, website, and technology platform (collectively, “XpressRun Platform”).
By entering into this Agreement, and/or by using or accessing the XpressRun Platform, you expressly acknowledge that you understand this Agreement and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE XpressRun PLATFORM.
The XpressRun Platform provides a marketplace where persons who seek transportation to certain destinations (“Rider” or “Riders”) can be matched with persons driving to or through those destinations (“Driver” or “Drivers”). Drivers and Riders are collectively called “User” or “Users,” and each User will create a User account that enables access to the XpressRun Platform.
Each person may only create one User account, and XpressRun reserves the right to shut down any additional accounts. To access or use the Services, Users may have to provide information about themselves including name, email address, home address, payment information, vehicle information, and social security number. You agree that any registration information you give to XpressRun will always be accurate, correct, and up to date. You must not impersonate someone else or provide account information or an email address other than your own. Your account must not be used for any illegal or unauthorized purpose. In using the Services, you must violate no laws.
As a User, you authorize XpressRun to match you with a Driver or Rider based on factors such as your location, the estimated time to pick up, your destination, user preferences, and platform efficiency, and to cancel an existing match and rematch based on the same considerations. For this Agreement, the driving services provided through the XpressRun Platform will be called “Service” or “Services”. Any decision by a User to offer or accept Services is made under the User’s sole discretion. Each Service provided by a Driver to a Rider will constitute a separate agreement between such persons.
The XpressRun Platform may only be used by individuals who can form legally binding contracts under law. The XpressRun Platform is not available to children (persons under the age of 18) or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 18 years old, and that you have the right, authority, and capacity to enter into and abide by the terms of this Agreement. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account. You agree to use the Services for lawful purposes only.
As a Rider, you understand that request or use of the Services may cause charges to you (“Charges”). Charges may include fares and other applicable fees, tolls, surcharges, and taxes, plus any tips to the Driver that you elect to pay. XpressRun has the authority and reserves the right to determine and modify pricing or quoting a price for a specific ride when you make a request. Pricing may vary based on the service you request (e.g., XpressRun Eco, XpressRun Luxury). You review the price quote within the XpressRun app and will be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts of the same.
Fares. The fares per ride are quoted in the XpressRun app for Riders prior to requesting a ride.
Fees and Other Charges.
If you are a Driver, you will receive payment for your provision of Services under these terms.
Driver Fare. You are entitled to a driver fare for each ride that you provide to a Rider (“Driver Fare”). The Driver Fare will vary between cities. The Driver Far is calculated based on: (1) the actual time of the ride you provide; (2) base fare; and (3) mileage, as measured by XpressRun.
Where a Rider cancels your ride in violation of XpressRun’s cancellation policy, we may charge the Rider a cancellation fee on the Driver’s behalf. In those cases, the Driver Fare will be the amount of the cancellation penalty.
Additional Payments. Besides the Driver Fare, Driver will receive these payments, if applicable: (i) any tips from Riders; (ii) any tolls or surcharges we collect for remittance to Driver; (iii) any Damage Fee we collect on Driver’s behalf; and (iv) any bonuses or incentives the Driver earns while providing Services.
Adjustments and Settlement. XpressRun reserves the right to adjust or withhold all or a portion of a Driver Fare or other payment owed to you (except tips) (i) if it believes that you have attempted to defraud or abuse Riders, XpressRun or XpressRun’s payment systems, or (ii) to resolve a Rider complaint (e.g., you took an inefficient route or failed to properly end a particular instance of Services in the XpressRun application when the ride was over). XpressRun’s decision to adjust or withhold the Driver Fare or other payment in any way will be exercised reasonably. If you have agreed to any other amounts being deducted from your Driver Fares with any party (such as vehicle rental or lease payments), those amounts will be deducted before remittance to you, and we may determine the order of these other deductions if allowed by law. We will use reasonable efforts to ensure that your Driver Fare and any other payments to you will be paid to you on at least a weekly basis. You acknowledge and agree that all payments owed to you will not include any interest and will be net of any amounts that we must withhold by law.
Rider Charges. For each Ride, XpressRun will charge the Rider an amount calculated or determined by XpressRun on your behalf (“Rider Charges”). Riders may elect to add an additional tip to you on top of the Rider Charges. The tip will be paid entirely to you and will be considered separate from the Rider Charges. Unless otherwise indicated, for each ride, the Rider Charges includes the Driver Fare, applicable tolls, fees retained by us (including the Platform Fee described below), and any Third Party Fees. “Third Party Fees” include any airport fees, or any state or local fees, surcharges or taxes imposed while providing Services that XpressRun is required by law or agreement to collect and remit to third parties.
XpressRun Fees. For Driver’s use of the XpressRun Platform and the services provided by XpressRun, the Driver agrees to pay XpressRun (and permit XpressRun to retain) a service fee (“Service Fee”) and platform fee (“Platform Fee”) based on each ride you provide. The Service Fee will be $3.00. The Platform Fee will be $3.00.
Payment Processing. Payment processing services are provided by Stripe and subject to the Stripe Connected Account Agreement (available at https://stripe.com/us/connect-account/legal), which includes the Stripe Services Agreement (available at https://stripe.com/us/legal) (collectively, the "Stripe Terms"). By using the XpressRun Platform to receive payment proceeds, you agree to be bound by the Stripe Terms, which may be modified occasionally. As a condition of XpressRun enabling payment processing services through Stripe, you authorize XpressRun to obtain all necessary access and perform all necessary activity on your Stripe Connected Account to facilitate your provision of Services as contemplated by the Agreement and your relationship with XpressRun. You further agree to provide accurate and complete information about you and your business, and authorize XpressRun to share it and transaction information with Stripe to facilitate the payment processing services provided by Stripe. XpressRun reserves the right to switch payment processing vendors in its discretion.
Promotions and Coupons. XpressRun may, at its discretion, offer promotional or other Coupons to Riders, however such discounts will not impact the Driver Fare or any other payments owed to the Driver.
No Additional Amounts. You acknowledge and agree that, mutually to benefit the parties, through advertising and marketing, XpressRun and its affiliates may seek to generate additional demand for your Services from new and existing Riders. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts established in this Agreement.
DRIVER REPRESENTATIONS, WARRANTIES, AND AGREEMENTS
By providing Services as a Driver on the XpressRun Platform, you represent, warrant, and agree that:
By entering into this Agreement or using the Platform, you agree to receive communications from XpressRun, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from XpressRun, its affiliated companies, and/or Drivers, may include but are not limited to: operational communications about your User account or use of the XpressRun Platform or Services, updates about new and existing features on the XpressRun Platform, communications about promotions run by us or our third-party partners, and news about XpressRun and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
If you wish to opt out of promotional emails, you can unsubscribe at any time by following the unsubscribe options in the promotional email itself.
Regarding your use of the XpressRun Platform and your participation in the Services, you agree that you will not:
All intellectual property rights in the XpressRun Platform will be owned by XpressRun absolutely and in their entirety. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names in the XpressRun Platform are the property of their respective owners. You acknowledge and agree that questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and will become the sole property of XpressRun. XpressRun will own exclusive rights, including all intellectual property rights, and may have the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
XpressRun and other XpressRun logos, designs, graphics, icons, scripts and service names are trademarks owned by XpressRun in the United States (collectively, the “XpressRun Marks”). If you provide Services as a Driver, XpressRun grants to you, during the term of this Agreement, and subject to your compliance with the terms of this Agreement, a limited, revocable, non-exclusive license to display and use the XpressRun Marks solely in connection with providing the Services through the XpressRun Platform (“License”). The License is non-transferable and non-assignable, and you will not grant to any third party any right, permission, license or sublicense regarding the rights granted without XpressRun’s prior written permission, which it may withhold in its sole discretion. The XpressRun Marks may not be used in any manner that is likely to cause confusion.
You acknowledge that XpressRun is the owner and licensor of the XpressRun Marks, including all goodwill associated with the same, and that your use of the XpressRun Marks will confer no additional interest in or ownership of the XpressRun Marks in you but rather inures to the benefit of XpressRun. You agree to use the XpressRun Marks strictly in accordance with XpressRun’s Trademark Usage Guidelines, as provided to you and revised occasionally, and to immediately cease any use that XpressRun determines to nonconforming or otherwise unacceptable.
You agree that you will not: (1) create any materials that use the XpressRun Marks or any derivatives of the XpressRun Marks as a trademark, service mark, trade name or trade dress, other than as approved by XpressRun in writing; (2) use the XpressRun Marks in any way that impairs their validity as proprietary trademarks, service marks, trade names or trade dress, or use the XpressRun Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair XpressRun’s rights as owner of the XpressRun Marks or the legality and/or enforceability of the XpressRun Marks, including, challenging or opposing XpressRun’s ownership in the XpressRun Marks; (4) apply for trademark registration or renewal of trademark registration of the XpressRun Marks, any derivative of the XpressRun Marks, any combination of the XpressRun Marks and any other name, or any trademark, service mark, trade name, symbol or word similar to the XpressRun Marks; (5) use the XpressRun Marks on or in any product, service or activity in violation of any law, statute, government regulation or standard.
Violation of any provision of this License may cause immediate termination of the License, in XpressRun’s sole discretion. If you create any materials bearing the XpressRun Marks (in violation of this Agreement or otherwise), you agree that upon their creation XpressRun exclusively owns all right, title and interest in such materials, including any modifications to the XpressRun Marks or derivative works based on the XpressRun Marks. You further agree to assign any interest or right you may have in such materials to XpressRun, and to provide information and execute any documents as reasonably requested by XpressRun to enable XpressRun to formalize such assignment.
XpressRun respects the intellectual property of others and expects Users to do the same.
These disclaimers are made on behalf of XpressRun, its affiliates, subsidiaries, parents, successors and assigns, and each of its respective officers, directors, employees, agents, and shareholders.
XpressRun does not provide transportation services, and XpressRun is not a transportation carrier. XpressRun is not a common carrier or public carrier. It is up to the Driver to decide whether to offer a ride to a Rider contacted through the XpressRun Platform, and it is up to the Rider to decide whether to accept a ride from any Driver contacted through the XpressRun Platform. We cannot ensure that a Driver or Rider will complete an arranged transportation service. We have no control over the quality or safety of the transportation that occurs because of the Services.
The XpressRun Platform is provided on an “as is” basis and with no warranty or condition, express, implied, or statutory. We do not guarantee and promise no specific results from use of the XpressRun Platform and/or the Services, including the ability to provide or receive Services at any location or time. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.
We do not warrant that your use of the XpressRun Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the XpressRun Platform will be corrected, or that the XpressRun Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made regarding connectivity and availability of the XpressRun Platform or Services.
We cannot guarantee that each Rider is who he or she claims to be. Please use common sense when using the XpressRun Platform and Services, including looking at the photos of the Driver or Rider to confirm that it is the same individual you see in person. There are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication, or other use or access of the XpressRun Platform by persons under the age of 18 in violation of this Agreement. We encourage you to communicate directly with each potential Driver or Rider prior to engaging in an arranged transportation service.
XpressRun is not responsible for the conduct, whether online or offline, of any User of the XpressRun Platform or Services. You are solely responsible for your interactions with other Users. We do not procure insurance for, nor are we responsible for, personal belongings left in the car by Drivers or Riders. By using the XpressRun Platform and participating in the Services, you agree to accept such risks and agree that XpressRun is not responsible for the acts or omissions of Users on the XpressRun Platform or participating in the Services.
You are responsible for your User account and XpressRun expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account, or you suspect any other breach of security, you agree to notify us immediately.
It is possible for others to obtain information about you that you provide, publish, or post to or through the XpressRun Platform (including any profile information you provide), send to other Users, or share during the Services, and to use such information to harass or harm you. We are not responsible for any personal information that you disclose to other Users on the XpressRun Platform or through the Services. Please carefully select the information that you post on the XpressRun Platform or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).
Opinions, advice, statements, offers, or other information or content about XpressRun or provided through the XpressRun Platform, 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. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the XpressRun Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the XpressRun Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.
Location data provided by the XpressRun Platform is for basic location purposes only and is not intended to be relied upon where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither XpressRun, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the XpressRun Platform. Any of your Information, including geolocational data, you upload, provide, or post on the XpressRun Platform may be accessible to XpressRun and certain Users of the XpressRun Platform.
XpressRun advises you to use the XpressRun Platform with a data plan with unlimited or high data usage limits, and XpressRun will not responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the XpressRun Platform.
RELATIONSHIP WITH XpressRun
As a Driver on the XpressRun Platform, you acknowledge and agree that you and XpressRun are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and XpressRun expressly agree that: (1) this is not an employment agreement and creates no employment relationship between you and XpressRun; and (2) no joint venture, franchisor- franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind XpressRun, and you undertake not to hold yourself out as an employee, agent, or authorized representative of XpressRun.
XpressRun does not, and will not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in your provision of Services, 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 XpressRun Platform. You retain the option to accept or to decline or ignore a Rider’s request for Services via the XpressRun Platform, or to cancel an accepted request for Services via the XpressRun Platform, subject to XpressRun’s then-current cancellation policies. Except for any signage required by law or permit/license rules or requirements, XpressRun will have no right to require you to: (a) display XpressRun’s names, logos or colors on your vehicle(s); or (b) wear a uniform or any other clothing displaying XpressRun’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Services or otherwise engage in other business or employment activities.
Besides connecting Riders with Drivers, the XpressRun Platform may enable Users to provide or receive goods or services from other third parties.
For example, Users may use the XpressRun Platform to order a delivery of goods, purchase a digital item, request a carpool ride from a commuter going in your direction, or when travelling outside of the United States, to connect with local transportation platforms and request rides from local drivers (collectively, “Other Services”). You understand and that the Other Services are subject to the terms and pricing of the third-party provider. If you purchase Other Services through the XpressRun Platform, you authorize XpressRun to charge your payment method on file according to the pricing terms set by the third-party provider. You agree that XpressRun is not responsible and may not be held liable for the Other Services or the actions or omissions of the third- party provider. Such Other Services may not be investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Other Services accessed through the XpressRun Platform.
You will defend, indemnify, and hold XpressRun 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 XpressRun Platform and participation in the 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, Drivers, Riders, other motorists, and pedestrians, because of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the XpressRun Platform 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 or passenger vehicle, including your provision of Services as a Driver; and/or (5) any other activities in the Services. This indemnity will apply without regard to the negligence of any party, including any indemnified person.
LIMITATION OF LIABILITY
IN NO EVENT WILL XpressRun, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “XpressRun” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE XpressRun PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE XpressRun PLATFORM, THE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE XpressRun PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, GOODS, OR OTHER SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT XpressRun HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS OR OTHER SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
TERM AND TERMINATION
This Agreement is effective upon your creation of a User account. This Agreement may be terminated: a) by User, without cause, upon seven (7) days’ prior written notice to XpressRun; or b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement. In addition, XpressRun may terminate this Agreement or deactivate your User account immediately in the event: (1) you no longer qualify to provide Services or to operate the approved vehicle under applicable law, rule, permit, ordinance or regulation; (2) you fall below XpressRun’s star rating or cancellation threshold; (3) XpressRun has the good faith belief that such action is necessary to protect the safety of the XpressRun community or third parties, provided that if a deactivation occurs under (1)-(3) above, you will be given notice of the potential or actual deactivation and an opportunity to cure the issue to XpressRun’s reasonable satisfaction prior to XpressRun permanently terminating the Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured promptly and to XpressRun’s satisfaction, this Agreement will not be permanently terminated.
You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to XpressRun’s business, operations and properties, information about a User provided to you in such User’s use of the Platform, which may include the User’s name, pick-up location, contact information and photo (“Confidential Information”) disclosed to you by XpressRun for your own use or for any purpose other than as contemplated herein. You will 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 XpressRun to prevent it from falling into the public domain. Notwithstanding the above, you will not have liability to XpressRun regarding any Confidential Information which you can prove: was in the public domain when it was disclosed by XpressRun 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 XpressRun; becomes known to you, without restriction, from a source other than XpressRun without breach of this Agreement by you and otherwise not in violation of XpressRun’s rights; or is disclosed under the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You will provide prompt notice of such court order or requirement to XpressRun to enable XpressRun to seek a protective order or otherwise prevent or restrict such disclosure.
If XpressRun modifies the terms of this Agreement, such modifications will bind you only upon your acceptance of the modified Agreement. XpressRun reserves the right to modify any information in this Agreement occasionally, and such modifications will become effective upon posting. Continued use of the XpressRun Platform or Services after any such changes will constitute your consent to such changes and acceptance of the amended terms.
THIRD PARTY LINKS
The XpressRun Platform contain links to third party websites and resources. You acknowledge and agree that XpressRun is not responsible or liable for the availability, accuracy, content, or policies of third party websites or resources. Links to such websites or resources imply no endorsement by or affiliation with XpressRun. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
ENTIRE AGREEMENT AND WAIVER
This Agreement constitutes the entire agreement between you and XpressRun pertaining to the XpressRun Platform and Services, and supersedes all prior and contemporaneous agreements, representations, and understandings between the parties. No waiver of any provisions of this Agreement by XpressRun will constitute a waiver or continuing waiver of any other provision. No waiver will be binding unless executed in writing by XpressRun.
XpressRun may give notice with a general notice on the Services, electronic mail to your email address in your Account, telephone or text message to any phone number provided in your account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice will be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to XpressRun, with such notice deemed given when received by XpressRun, at any time by first class mail or pre-paid post to our registered agent for service of process, c/o Xpress Run Transportation, LLC, Legalcorp Solutions, Inc., 5425 Wisconsin Avenue, Suite 600, Chevy Chase, MD 20815, or by email at XpressRunnow@outlook.com.
This Agreement is governed by and construed under the laws of the State of Maryland, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement below.
By agreeing to this Agreement, you agree that you must resolve any claim you may have against XpressRun individually in arbitration, as set forth in this section (“Arbitration Agreement”). This will preclude you from bringing any class, collective, or representative action against XpressRun, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against XpressRun by someone else.
Agreement to Binding Arbitration Between You and XpressRun. You and XpressRun agree that any dispute, claim or controversy arising out of or relating to: (a) this Agreement or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to this Agreement, will be settled by binding arbitration between you and XpressRun, and not in a court of law.
You acknowledge and agree that you and XpressRun are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and XpressRun otherwise agree in writing, any arbitration will be conducted only individually and not in a class, collective, consolidated, or representative proceeding. However, you and XpressRun each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
Rules and Governing Law. The arbitration will be administered by the American Arbitration Association ("AAA") under the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.
The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator will also determine all threshold arbitrability issues, including issues relating to whether the terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
Notwithstanding any choice of law or other provision, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules will preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue will be resolved under the laws of the State of Maryland.
Process. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be (1) a retired judge or (2) an attorney specifically licensed to practice law in the State of Maryland and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties cannot agree upon an Arbitrator within seven (7) calendar days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator under the AAA Rules.
Location and Procedure. Unless you and XpressRun otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely based on documents you and XpressRun submit to the Arbitrator, unless you request a hearing, or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
Arbitrator's Decision. The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only for the claimant and only to the extent to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision will be final and binding on all parties. An Arbitrator’s decision and judgment thereon will have no precedential or collateral estoppel effect. If you prevail in arbitration you may have an award of attorneys' fees and expenses, to the extent provided under law. XpressRun will not seek and waives all rights XpressRun may have under law to recover, attorneys' fees, and expenses if XpressRun prevails in arbitration.
Fees. If you initiate arbitration under this Arbitration Agreement after participating in the optional negotiation process described below and are otherwise required to pay a filing fee under the AAA Rules, XpressRun agrees that, unless your claim is for $5,000 or more, your share of the filing and arbitration fees is limited to $50, and that, after you submit proof of payment of the filing fee to XpressRun, XpressRun will promptly reimburse you for all but $50 of the filing fee. If, however, the arbitrator finds that either the substance of your claim or the relief sought in the claim is frivolous or brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the AAA Rules subject to these modifications.
Changes. If XpressRun changes this Arbitration Agreement after the date you first agreed to its terms (or to any subsequent changes to its terms), you may reject any such change by providing XpressRun written notice of such rejection within thirty (30) calendar days of the date such change became effective, as stated in the "Effective" date above. This written notice must be provided either: (a) by mail or hand delivery to our registered agent for service of process, c/o Xpress Run Transportation, LLC, Legalcorp Solutions, Inc., 5425 Wisconsin Avenue, Suite 600, Chevy Chase, MD 20815; or (b) by email at XpressRunnow@outlook.com.
Severability and Survival. If any portion of this Arbitration Agreement is unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision will be severed from the terms; (2) severance of the unenforceable or unlawful provision will have no impact on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims individually under the Arbitration Agreement; and (3) if any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration.
Optional Pre-Arbitration Negotiation. Before initiating any arbitration proceeding, you and XpressRun may agree to first attempt to negotiate any dispute, claim, or controversy between the parties informally for 30 days, unless this time period is mutually extended by you and XpressRun. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). The Notice must: (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct, and statements, whether oral or written, made in the negotiation by the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable will not be rendered inadmissible or non-discoverable because of its use in the negotiation.
If any term, provision, covenant, or condition is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the terms, provisions, covenants, or conditions will remain in full force and effect and will in no way be affected, impaired, or invalidated.
You may not assign these terms without XpressRun’s prior written approval. XpressRun may assign these terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of XpressRun's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section will be void.
If you have questions about these terms, email us at XpressRunnow@outlook.com.