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Terms of Use

OcTober 18, 2019

Terms of Use

Welcome to the Equll, Inc. (“Equll,” “Our,” “We,” “Us”) Terms of Use (the “Terms”).Please read these Terms carefully because they govern your use of our website www.equll.co (the “Site”), the mobile application (the “App”) and the services and products available at or through the website. Please read the Terms carefully. If you have any questions, contact us at hello@equll.co. To make these Terms easier to read, the Site and our products and services are collectively called the “Platform.”

Agreement to Terms

By accessing, installing, or using our Platform, you agree to be bound by these Terms.

General Terms

Equll offers the Platform under these Terms and to those who wish to transport goods (“Shipper”)and those who transport goods (collectively referred to as a “Carrier”). Equll operates the Platform as a registered freight broker with the Federal Motor Carrier Safety Administration and is not a carrier of any kind as defined under 49 USC § 13102. As a broker, Equll provides the Platform so that Shippers can list shipments and contract for the transportation of those shipments and for Carriers to contract to transport Shipper’s goods.

Shipper Terms

Posting a Shipment

Shippers create a shipment listing (“Listing”) on the Platform by submitting the required information. By submitting a Listing, you are representing that the Listing is true and accurate, including accurate delivery description,cargo description, and any special handling requirements.

Shipper Obligations

If the Listing requires or if Shipper so desires to pre-load and seal the shipment, Shipper shall be solely responsible for packaging, loading, unloading, blocking, and bracing of the shipment for safe transportation.

Payment Terms

Rates

The rates governing the shipping of goods through the platform are set by Equll (the “Shipping Fee”). The Shipping Fee shall include the cost of any fuel, tolls, charges,or expenses related to the operation of equipment and the transportation of goods under the agreement, including any specialized equipment required for transportation, however Shipper is required to pay any additional fees required to complete the shipment, such as wait time charges (“Accessorial Fees”). Any fee schedules provided on the Platform maybe changed from time-to-time and in our sole discretion, without notice.

Payment Processing

Payments are processed using Stripe. By using the Platform, you agree to the terms and privacy policy of Stripe governening Stripe services and connected accounts which can be found here:

https://stripe.com/us/connect-account/legal

https://stripe.com/us/legal

You further understand that Stripe’s terms may be changed at any time and without notice to you. By using the Platform, you hereby grant us access needed through Stripe to facilitate payments under this agreement.  

Processing such payments occur upon Carrier’s completion of the shipment through the submission to the Platform of a Proof of Delivery (“POD”). By using the Platform, Shippers agree to release such amounts from their provided method of payment upon submission of the POD by Carrier to the Platform. Payments will be processed within thirty days of the POD receipt.

Shippers agree that no additional notice or consent will be required to process this payment and that we may charge an additional fee to cover fees incurred as a result of any returned check or failed payment. We reserve all rights and remedies available to collect any amounts owed under a shipping agreement. You will receive a receipt for the transaction in electronic form.

Payment Disputes

Notice of a disputed charge must be sent to us in writing. In the event of a dispute, we may issue the Shipper a provisional credit while the dispute is being resolved. If however, the charge was proper,you authorize us to recharge your provided payment method and include any associated processing fees.

Carrier Terms

Account Eligibility

Prior to using the Platform as a Carrier, you must meet the eligibility requirements listed below and provide the following:

·DOT #
·W 9 Form
·U.S. Department of Transportation Safety Rating
·Proof of insurance as specified below

In addition to submitting this required documentation, we will also run a background check using a third party provider.

Insurance Requirements

Carrier represents and warrants that it shall obtain and maintain, at its sole cost and expense, adequate insurance, with an insurance provider that maintains a rating of B+ or higher:

·General Liability insurance of at least $750,000;
·Automobile Liability insurance covering both hired and non-owned vehicles of at least $1,000,000, covering bodily injury(including injury resulting in death) and loss of or damage to property;
·Motor Truck Cargo Liability with a minimum amount of $100,000 or greater, with no commodity restrictions, sub-limits, or exclusions for employee theft or dishonesty, unattended or unattached trailers,corrosion or related to the use of refrigerated equipment, including breakdown;
·Workers Compensation, as required by law; and
·Any other insurance that may be required by any applicable federal, state, or local laws, rules, regulations, or ordinances, including if coverage in excess of the above is required.

Carrier shall furnish certificates of insurance, copies of all policies and endorsements to Equll and shall designate Equll or its insurance service as a certificate holder. Carrier must ensure Equll is notified of any change, cancellation, or modification of insurance under this agreement immediately and prior to further use of the Platform.

Carrier App Usage

While transporting the shipment, Carrier shall use the App in order to track and receive updates regarding the status of the shipment. In using the App, Carrier shall nonetheless operate the vehicle safely using all reasonable precautions and following all applicable laws.

Transportation Equipment and Employees

Carrier will at its sole cost and expense: (a) furnish all equipment necessary or required for the performance of the transportation services here under (the “Equipment”); (b) maintain the Equipment in good repair and mechanical condition; (c) ensure the Equipment has not been used to transport hazardous wastes of any kind whether as defined under 40 C.F.R. § 261.1 or otherwise; (d) ensure the Equipment is suitable to transport items of the kind and sort of Shipper’s Listing, including providing a dry, clean, odor-free, including for the transportation of food under 21 U.S.C. § 342; and (e) utilize only competent, able, and legally licensed personnel for which you shall have full control.

Carrier agrees not to enter into any subcontractor or co-broker arrangement in performing under this Agreement.

Loading Cargo

Unless prepared, pre-loaded, and sealed by shipper’s load and count, Carrier is completely and solely responsible for ensuring that all equipment has been properly loaded, secured, blocked, and braced.

Shipment Instructions

Carrier agrees to abide by any and all cargo handling instructions as provided for by Shipper. If Carrier reasonably believes instructions should have been provided but were not so provided by Shipper (e.g., cargo requires controlled temperature and such instructions have not been provided), Carrier shall notify Equll immediately and prior to loading any such cargo. Shipments requiring temperature controlled equipment shall be handled by Carrier accordingly, such as by providing pre-cooled equipment,maintaining temperature (with downloadable proof available for no less than two years from the delivery date) during transit. Carrier shall make such proof available to Equll and Shipper, and acknowledges that failure to abide by Shipper instructions may result in complete loss or rejection due to adulteration or contamination.

Carrier Liability

Carrier agrees that its liability for cargo loss or damage shall be no less than that as provided for in 49 U.S.C. § 14706 (the Carmack Amendment). Exclusions in Carrier’s insurance coverage shall not exonerate Carrier from this liability. Carrier agrees that 49 C.F.R. § 370.1, et seq., shall govern the processing of claims for loss, damage, injury, or delay to property and the processing of salvage. Accordingly, Shipper shall have twelve months from the date of delivery, or the date the delivery should have occurred, in which to file claims. Shipper will have not less than two years from the denial of such a claim to institute civil action with respect to the claim. Carrier will then have thirty days of such submission to pay, deny,or offer to settle such a claim.  Shipper shall solely determine whether to allow salvage in the event of damage and if no such salvage is concluded then Carrier shall not be entitled to any salvage value credit. Any attempt to limit liability for lost, damaged, destroyed, or delayed shipments under this agreement, shall be null and void, and any exclusions in insurance coverage shall not exonerate liability.

Lien Waiver

Carrier hereby waives any right to proceed or commence any action against Shipper for the collection of any freight bills for shipping agreements entered via the Platform. Carrier shall not withhold any goods on account of any dispute and Carrier hereby waives and releases all lien rights that Carrier might otherwise have to any goods of Shipper. If any lien is claimed on such goods by Carrier or a third party which Carrier tendered the shipment, Carrier shall immediately satisfy such lien.

Shipping Documents

Upon acceptance of terms by the Carrier and Shipper, a Shipping Agreement with such terms shall be entered between Carrier and Equll, incorporating these Terms and the details of the Listing.

Within a reasonable time after accepting the Listing for transport, Carrier shall upload to the Platform the bill of lading for the shipment. Under no circumstances shall Carrier name Equll as either a shipper or consignee on such bill of lading, or other shipping document.

Carrier Indemnification

Carrier shall defend, indemnify, and hold harmless Equll from and against all loss, damage, expense, cost, including reasonable attorney fees, fines, actions, and claims for injury to persons(including death) and for damage to property arising out of or in connection with Carrier’s breach of these terms or for Carrier’s loading, handling, transportation,unloading, or delivery of any shipments made here under.

Further, Carrier shall defend, indemnify, and hold Shipper (and it’s officers, employees, or agents) harmless, including fines, costs, and attorneys fees, from any and all damages, claims, losses, or actions arising out of Carrier’s performance under these Terms, to the extent such is caused by Carrier’s, its employees’, or agents’ negligence or intentional misconduct.

Compliance with Laws

Carrier represents and warrants that Carrier: (a) is duly and legally qualified to provide the transportation services contemplated herein; (b) operates as a carrier in compliance with all applicable laws, whether federal, state, local, regulatory, or otherwise, that govern the transportation services under this agreement; and (c) does not have a conditional or unsatisfactory safety rating issued from the U.S. Department of Transportation.In the event that any of the foregoing representations or warranties are no longer accurate, you agree to notify us immediately of such change.

Changes to Terms or Platform

We may modify the Terms and our Platform at any time, in our sole discretion. If we do so, we may let you know by email or by posting notice on the Site. It’s important that you review the Terms whenever we modify them because continuing to use the Platform after we have posted modified Terms on the Site indicates to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then please discontinue use of the Platform immediately. Because our Platform is evolving over time we may change or discontinue all or any part of the Platform at any time, and without notice to you, at our sole discretion.

Creating an Account

By creating an Account, you become a “Member”and represent that you are thirteen (13) years or older and are not barred from using the Platform under applicable law.

Your Account should be yours – don’t use the Platform under the name of another person with the intent to impersonate that person, or use a username that is subject to the rights of another person without appropriate authorization. You must be a human to use the Platform and an automated account is not allowed.This policy also applies beyond Account creation to the general use of the Platform. “Robot” (or automatic) activity is not allowed. Keep it real, people.

We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, false or misleading, or to reclaim any username that you create through the Platform that violates our Terms. You are responsible for maintaining the confidentiality of your password and Account, and agree to notify us if your password is lost, stolen, or disclosed to an unauthorized third party, or otherwise may have been compromised. You are responsible for activities that occur under your Account.

You can link your Account to various social networks and other online platforms with which the Platform is integrated. You may only link your own Account(s) and by doing so, you expressly authorize us to retain your Account information from those third party accounts on your behalf, and permit us to store your Account information for the purpose of providing the Platform.

Feedback

We welcome feed back, comments, and suggestions for improvements to the Platform. You can submit feedback by emailing us at the contact email listed above. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid,royalty-free, sub licensable, and transferable license under any and all intellectual property rights that you own or control to use, copy, modify,create derivative works based upon, and otherwise exploit the feedback for any purpose.

Privacy Policy

Your privacy is important to us. Please review our Privacy Policy for in formation about the data we may collect and use. Our Privacy Policy is incorporated into these Terms, and is available at www.equll.co/privacy-policy.

Member Content

For purposes of these Terms: (i) “Content” means text, graphics, images, music, software,audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided, or otherwise made available through the Platform; and (ii) any Content that Members (including you) provide to be made available through the Platform.

You are responsible for the Content that you post to the Platform, including its legality, reliability, and appropriateness. By posting Content to the Platform,you grant us a non-exclusive, transferable, sublicensable, worldwide,royalty-free right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Platform.You agree that this license includes the right for us to make such Content available to other Members of the Platform, who may also use such Content subject to these Terms.

You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of the Content on or through the Platform does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person.

We do not claim any ownership rights in any Content that you make available through the Platform and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your own Content. However, you grant us a non-exclusive,non-transferable, non-sublicensable, worldwide license to use any Content submitted by you in relation to the Platform, including the promotion and advertisement of the Platform.

Member Content

For purposes of these Terms: (i) “Content” means text, graphics, images, music, software,audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided, or otherwise made available through the Platform; and (ii) any Content that Members (including you) provide to be made available through the Platform.

You are responsible for the Content that you post to the Platform, including its legality, reliability, and appropriateness. By posting Content to the Platform,you grant us a non-exclusive, transferable, sublicensable, worldwide,royalty-free right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Platform.You agree that this license includes the right for us to make such Content available to other Members of the Platform, who may also use such Content subject to these Terms.

You represent and warrant that: (i) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (ii) the posting of the Content on or through the Platform does not violate the privacy rights, publicity rights, copyrights, contract rights, or any other rights of any person.

We do not claim any ownership rights in any Content that you make available through the Platform and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your own Content. However, you grant us a non-exclusive,non-transferable, non-sublicensable, worldwide license to use any Content submitted by you in relation to the Platform, including the promotion and advertisement of the Platform.

Member Conduct

We invite you to participate in our community, but ask that you respect other Members just like yourself when posting Content and using the Platform.

You Agree NOT to:

·use language or transmit content that may be considered offensive or profane to other Members or users. This includes profanity and offensive images, or other media containing obscene, sexually explicit, or excessively violent content.
·harass or threaten other Members or users. Harassing behavior and language includes insults, ethnic or homophobic slurs, defamatory statements, invasive statements that may infringe on a Member’s privacy, or the transmission or sharing of any content that may cause another Member or user to experience ridicule, threat,or discomfort.
·submit material that violates a third party’s proprietary rights, including privacy and publicity rights, or that otherwise violates any applicable law;·                    publish falsehoods or misrepresentations that could damage us, our Members, or any third party;
·publish any private information of someone (like their address or phone number) without their permission;
·submit material that is unlawful, obscene, defamatory, libelous, threatening,pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate;
·post advertisements;
·impersonate another person or represent yourself as affiliated with us, our staff, or other industry professionals;
·solicit a Member’s password or other Account information; or
·harvest Member names, addresses, or email addresses for any purpose.

This list is an example and is not intended to be complete or exhaustive. We don’t have an obligation to monitor your access to, or use of, the Platform, but we reserve the right to do so for the purpose of operating the Platform, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body. We reserve the right, at any time and without prior notice, to remove or disable access to your Account or any Content that we consider, in our sole discretion,to be in violation of these Terms or otherwise harmful to the Platform.

You can remove your Content by specifically deleting it. However, in certain instances,some of your Content (such as posts or comments you make) may not be completely removed, or may not be removable (audible content), and copies of your Content may continue to exist on the Platform. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of the Content.

Our Content

Subject to your compliance with these Terms, We grant you a limited, non-exclusive,non-transferable, non-sublicensable license to access and view our content (“Our Content”) solely in connection with your permitted use of the Platform. For the purposes of these Terms, Our Content shall include all text, graphics, images, site and screen layouts,arrangements and themes, music, software, audio, video, works of authorship by us or our affiliates of any kind, and information or other materials that are posted or generated by us or our affiliates.

You have the right to view and access Our Content. However, you may not copy, borrow,modify, or otherwise reproduce, and must immediately cease using, copying,borrowing, modifying, or otherwise reproducing any site and screen layouts,arrangements and themes provided through this Service. At no time is any Member permitted to: (i) transfer, sublicense, sell, lease, lend, rent, or otherwise distribute Our Content or the Platform to a third party; (ii) decompile,reverse-engineer, disassemble, or create derivative works of the Platform or any Our Content; or (iii) use the Platform or Our Content in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms.

Intellectual Property

The Platform contains material that may be protected by United States and international copyright, trademark, and other proprietary information, including, but not limited to, audio, video, graphic, photographic and text information, and all Our Content. We, and any of our licensors, exclusively own all right, title and interest in, and to the Platform and Our Content, including all associated intellectual property rights. You acknowledge that the Platform and Our Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark,service mark, or other proprietary rights or notices incorporated in or accompanying the Platform and Our Content. Further, you may not modify,distribute, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works of, or in any way exploit any of Our Content, in whole or in part. Any violation of these restrictions may result in intellectual property infringement that may subject you to civil and/or criminal penalties. You will be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from a submission of information protected by intellectual property rights in a third party, if such submission is made without express permission of the intellectual property rights holder.

DMCA/Copyright Policy

We respect copyright law and expects its visitors and Members to do the same. It is our policy to terminate in appropriate circumstances the Accounts of Members who repeatedly infringe the rights of copyright holders.

The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that Content infringes your copyright, you(or your agent) may send us a notice requesting that the Content be removed or access to it blocked. Federal law requires that your notification include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material; (iv) information reasonably sufficient to permit us to contact you, such as an address, telephone number,and, if available, an electronic mail; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

The notification must be sent to:

ATTN: Legal
Equll, Inc.
3250 Airport Way, #523
Seattle, WA 98134

We provide the above contact information for purposes of the DMCA only and reserve the right to respond only to correspondence that is relevant to this purpose.

Links and Advertisements of Third Party Websites or Resources

The Platform may contain links to or advertisements of third-party websites (that are not affiliated with you or other Members) or resources. We are not responsible for the content, products or services on or available from those advertisements,websites, resources or links displayed on such sites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.

Creating an Account

The Platform may contain links to or advertisements of third-party websites (that are not affiliated with you or other Members) or resources. We are not responsible for the content, products or services on or available from those advertisements,websites, resources or links displayed on such sites. You acknowledge sole responsibility for and assume all risk arising from your use of any third-party websites or resources.

Indemnity

You agree to defend, indemnify and hold harmless us, or our officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses,liabilities, costs, debts, or expenses (including but not limited to attorneys’fees), to the extent allowed by applicable law, that arise from or are caused by: (i) your use of and access to the Platform; (ii) your violation of these Terms; (iii) your violation of any third party rights, including without limitation any copyright, property, moral or privacy right; or (iv) any claim that your Content caused damage to any third party. This section shall survive these Terms and your use and termination of the Platform.

Termination

We may terminate your access to and use of the Platform and Account at our sole discretion, at any time and without notice to you. Upon any termination,discontinuation or cancellation of services or your Account, all provisions of these Terms which by their nature should survive will survive, including,without limitation, ownership provisions, indemnification, warranty disclaimers, limitations of liability, and dispute resolution provisions.

Disclaimers

THE PLATFORM AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS,COMPLETENESS OR RELIABILITY OF ANY CONTENT.YOU AGREE THAT EQULL IS NOT A CARRIER AND IS NOT RESPONSIBLE FOR THE TRANSPORTATION SERVICES SOUGHT ON THE PLATFORM. SHIPPER AND CARRIER ASSUME THE RISKS ASSOCIATED WITH COORDINATING AND TRANSPORTING GOODS.

Limitation of Liability

NEITHER WE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL,SERVICE INTERRUPTION, MOBILE DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT,TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

EQULL SHALL NOT BE RESPONSIBLE FOR ANY DAMAGES OR LIABILITIES ARISING OUT OF ANY RELIANCE ON THE PLATFORM, INTERRUPTION OF THE PLATFORM, OR ANY TRANSACTION THAT OCCURS BETWEEN CARRIERS AND SHIPPERS ON THE PLATFORM.

IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM OR CONTENT EXCEED THE LESSER OF THE AMOUNTS YOU HAVE PAID TO US FOR USE OF THE PLATFORM DURING THE TWELVE(12) MONTHS PRIOR TO THE CAUSE OF ACTION, OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO US, AS APPLICABLE.

Dispute Resolution

We prefer to resolve things amicably when possible; therefore, you agree to the following dispute resolution policy in connection with any potential claims or disputes arising from your use of the Application. Start by notifying us o fyour dispute by sending a notice to the contact email address listed above.

a. Informal Negotiations: Parties to a dispute concerning the Terms, the Privacy Policy, or the use of the Platform will attempt to informally negotiate a potential settlement or resolution to the dispute;
b. Arbitration: In the event that informal negotiations are unsuccessful, the parties agree to follow the arbitration procedures set forthby the American Arbitration Association (AAA) to resolve the dispute.
c. Binding Arbitration: If for any reason arbitration is unsuccessful or unavailable to the parties, the parties agree to submit to binding arbitration in the jurisdiction of the State of Washington. Each of us is responsible for paying our own filing, administrative and arbitrator fees. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.

Entire Agreement

These Terms constitute the entire and exclusive understanding and agreement between us and you. These Terms supersede and replace any and all prior oral or written understandings or agreements between us. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assignor transfer these Terms, without such consent, will be null and of no effect.

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given by us (i) via email; or (ii) by posting to the Platform. For notices made by mail, the date of receipt will be deemed the date on which such notice is transmitted.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of us. Except as expressly set forth in these Terms,the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Questions & contact information

If you have any questions regarding these Terms, please contact us.