WALKBOARD TECHNOLOGIES, LLC

TERMS OF SERVICE


Last Updated: April 25, 2017


Walkboard Technologies, LLC, a Michigan limited liability company (“Company”) owns and operates www.walkboard.com, including any and all associated domains, subdomains and extensions, (“Website”) and the related mobile application, Walkboard, (“App”) (collectively referred to as the “Platform”).


PLEASE READ THESE TERMS OF SERVICE (“Terms”) CAREFULLY. These Terms, and any future amendments and additions as published from time to time, set forth the legally binding terms and conditions that govern your access to and use of the platform. By accessing or using the PLATFORM, you are accepting AND AGREE TO COMPLY WITH THESE TERMS and company’s privacy policy (“Privacy policy”) (ON BEHALF OF YOURSELF and THE ENTITY THAT YOU REPRESENT, if any). you represent and warrant that you have the right, authority, and capacity to enter into these Terms (ON BEHALF OF YOURSELF and THE ENTITY THAT YOU REPRESENT, if any). YOU MAY NOT ACCESS OR USE THE platform OR ACCEPT THESE TERMS IF YOU ARE NOT AT LEAST 18 YEARS Of age. If you do not agree with all of the provisions of these Terms, do not access and/or use the website, app, or services as described herein. THESE TERMS, in addition to Company’s privacy policy, APPLY TO ALL INDIVIDUALS INCLUDING VISITORS AND USERS of the platform.


These terms require the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions, and also limit the remedies available to you in the event of a dispute.


THE PLATFORM


The Platform is an intermediary web-based communications platform that connects consumers (“Consumer” or “Consumers”), drivers (“Driver” or “Drivers”), and helpers (“Helper” or “Helpers”) (collectively referred to as “Users”) to arrange and schedule local or long-distance moving or shipping jobs (“Job” or “Jobs”) through the Platform. A Job may include coordinating logistics with an independent third-party service provider including freight shippers or carriers or transportation providers under agreement with Company (“Third-Party Provider” or “Third-Party Providers”). Any and all services and/or functionalities of the Platform, including Jobs and any information, materials, or data that is provided by and to User through access to and use of the Platform, shall be collectively referred to herein as “Services.”


Company reserves the right, at its sole discretion, to modify the Platform, Services, and/or these Terms and Privacy Policy at any time without prior notice to Users. If Company modifies any of the above, Company shall either post the modification on the Platform or otherwise provide Users with a notice of modification.


USERS ACKNOWLEDGE THAT COMPANY IS NOT IN THE BUSINESS OF MOVING OR SHIPPING, IS NOT A DRIVER OR HELPER, DOES NOT PROVIDE MOVING OR SHIPPING SERVICES, AND DOES NOT FUNCTION AS A FREIGHT SHIPPER OR CARRIER OR TRANSPORTATION PROVIDER. COMPANY IS NOT INVOLVED IN OR A PARTY TO ANY PORTION OF THE TRANSACTION BETWEEN USERS AND/OR THIRD-PARTY PROVIDERS, AND ANY RELATED MEETINGS, JOBS, OR RELATED TRANSACTIONS, IN ANY WAY OTHER THAN ENABLING, AND PROVIDING A PLATFORM TO FACILITATE THE CONNECTION BETWEEN USERS AND/OR THIRD-PARTY PROVIDERS. COMPANY DOES NOT EMPLOY INDIVIDUALS TO PERFORM SUCH JOBS OR DUTIES. COMPANY DOES NOT DIRECT, CONTROL, OR SUPERVISE THE RELATIONSHIP OR TRANSACTIONS BETWEEN THE USERS AND/OR THIRD-PARTY PROVIDERS OR ANY ASPECT OF THE JOBS OR TRANSACTIONS IN ANY MANNER. NOTWITHSTANDING THE FOREGOING, IN SOME INSTANCES COMPANY MAY RETAIN THE SERVICES OF A FREIGHT-FORWARDING COMPANY OR SIMILAR THIRD-PARTY PROVIDER TO ASSIST IN FACILITATING THE JOB.


USERS


Consumers are individuals who require booking transportation for property and/or hiring Helpers to load or unload such property into trailers or containers and can book such transportation or Helpers through the Platform. Drivers desire to schedule and hire Helpers to assist with existing Jobs on behalf of a Driver’s current client(s). Helpers desire to seek and apply for new Jobs from Consumers and/or Drivers. When a Consumer requests Helpers for loading or unloading, Company charges Consumer for three hours at the quoted rate (Minimum Labor Charge) plus a booking fee. Company will send Consumer a list of independent, third-party Helpers, depending on availability of such Helpers, that the Consumer may reject. Consumer may book a Helper applying as the designated Job Leader. Consumer should expect to coordinate loading and unloading, transaction details, hours tracking and Job completion sign-off with the Job Leader. Company does not guarantee availability of Helpers for any job. If Consumer does not reject the suggested Helper(s)_within seventy-two hours of the Job start time, then the Helpers are considered booked and the booking fee is NOT REFUNDABLE, provided the Consumer was sent profile information (first name, photo and rating) of available Helpers more than ninety-six hours prior to the Job start time. After a Consumer accepts any Helpers through the email sent to their provided email address, then the booking fee is NOT REFUNDABLE. If Consumer cancels more than two hours before the Job, then the Minimum Labor Charge and any other fees may be refundable. If Consumer cancels Helpers within two hours of the Job start time, the Minimum Labor Charge and any other applicable fees are NOT REFUNDABLE. When Consumers request transportation through the platform provided by Third-Party Carriers, Company charges Consumer the quoted amount including a 5% booking fee. At the time a Consumer books transportation, the 5% booking fee is NOT REFUNDABLE. All other fees are NOT REFUNDABLE in accordance with the Third-Party Provider’s terms. Such terms can be found at [https://www.odfl.com/Tariffs/].


Booking services requires a Consumer User to submit certain information, materials, or data when using the Platform, such as personal and contact information including names, addresses, email addresses, phone numbers or other information to facilitate related transactions. If available, Consumers may choose to create an account to store such information. Users agree to provide and maintain complete, accurate, and up-to-date Information as well as maintain the protection and security of his or her Account and Information at all times, including using a robust password that contains a combination of upper and lower case letters, numbers, and other characters. Company is not liable for any loss or damage arising from User’s failure to comply with the requirements herein. Users may not authorize any third parties to use or access his or her Account and may not assign or otherwise transfer Account to any other person or entity.


Background Checks


Helpers acknowledge and agree that, after registering on the Platform, Company can share any Information submitted on the Platform with third parties in order to conduct a background check on the Helper (“Background Check”). Company shall complete each Background Check as soon as practicable but makes no guarantees or assurances as to how long it will take to complete such Background Check. No Helper will be eligible to use the Platform or Services unless and until a Background Check for such Helper is completed and he or she passes. Company does not assume any responsibility for the accuracy or reliability of identity or the Background Check and does not claim to confirm that each Helper is who they claim to be. Each Helper has carefully read and understands and expressly consents to the foregoing.


USE OF THE PLATFORM AND SERVICES


Subject to these Terms, Company grants each User a non-exclusive, non-transferable, and revocable license to access and use the Platform and Services solely for User’s individual and non-commercial use, whether for personal or business purposes. Any rights not expressly granted herein are reserved by Company.


Requirements


All Users must be at least 18 years of age, can lawfully enter into a contract under applicable laws and regulations, and are fully responsible for any and all activity while accessing and/or using the Platform. If User is accessing and using the Platform and/or Services on behalf of an entity, User represents and warrants that he or she is an authorized representative of the entity with full legal power and authority to enter into a contract and bind entity to these Terms. User may not allow persons under 18 years of age to receive or use any Services provided under the Platform unless accompanied by User. User may be asked to provide identification for proof of identity for access to and use of the Platform and Services and may be denied access if he or she refuses to provide such proof.


Restrictions on Use


Except as explicitly authorized by Company’s prior written consent, Users shall comply with these Terms, all applicable laws and regulations, including regulations regarding online conduct and content, and any and all technical restrictions that limit User’s access to and use of the Platform and Services. User may only use the Platform and Services for lawful purposes. Users are prohibited from, including assisting others in, doing any of the following:


  1. (1)     Any illegal, fraudulent, harmful, abusive, threatening, obscene, defamatory, or libelous activity that may cause nuisance, annoyance, inconvenience, or property damage to another User or third party;

  2. (2)     Intent to misrepresent, omit, or delete information;

  3. (3)     Attempt to impersonate any person or entity or intent to disguise User’s or others’ identity or contact information;

  4. (4)     Violations of personal privacy of and/or victimizes, harasses, humiliates, degrades, or intimidates others;

  5. (5)     Unauthorized disclosure of confidential or insider information;

  6. (6)     Infringement or misappropriation of intellectual property of Company, as specified herein, or any third party;

  7. (7)     Access, tamper with, or use any non-public areas of the Platform, Company’s computer systems, and/or its IT infrastructure;

  8. (8)     Attempt to probe, scan, test the vulnerability of, or breach any security or authentication measures used in connection with the Platform or any related systems or networks;

  9. (9)     Create, or attempt to create, a similar or competitive website, mobile application, service, or product through the access and use of the Platform and Services;

  10. (10)    Disrupt or interfere with the access to or use of the Platform and/or Services by Company or others or intercepts or steals data or information, whether by implementation of any viruses, programs, or otherwise; or

  11. (11)    Using the Platform and/or Services in a way that is not an intended use or in a manner contrary to or in violation of these Terms.


Failure to comply with these Terms may prevent User from accessing or using the Platform and may result in a suspension or permanent termination of User’s Account at any time for any reason.


Contract Between Users


Once a User accepts a Job with other Users and/or a Third-Party Provider, such User acknowledges and agrees that a contract is formed with the other parties in the transaction (“Service Agreement”). The terms of the Service Agreement includes these Terms and any contractual terms accepted by the parties during negotiations and acceptance of a Job, to the extent that it does not conflict with and does not expand Company’s obligations or restrict Company’s rights under these Terms. Company is not a party to any Service Agreement and the formation of any Service Agreement shall not, under any circumstances, create an employment or other service relationship between Company and Users.


PAYMENT AND FEES


User acknowledges that use of the Platform may result in charges and fees for scheduling and performing a Job with other Users and/or a Third-Party Provider (“Charges”). Any payment of Charges between Helpers, Agents and Drivers shall be negotiated privately between the parties in the transaction. Company is not a party to any contracts made by and between Drivers, Helpers, or Agents and does not store any payment information, collect payment, or charge any fees for Jobs scheduled between Drivers and Helpers. Notwithstanding the foregoing, in some instances Company may retain the services of a licensed carrier of property or similar Third-Party Provider to transport property, in which case the Company may collect payment from Users on behalf of said Third-Party Provider, the details of which transaction shall be disclosed to User. Consumers requesting Helpers for loading or unloading through the platform will be charged a booking fee if any Helpers are booked according to the above booking procedures described in the USERS section. Consumers are also subject to the full Minimum Labor Charge should the Consumer cancel services of Helpers within two hours of the Job Start Time or if the Consumer requires fewer than 3 hours of service. The Platform will charge the Consumer for additional hours of service that Helpers indicate to have worked after receiving consent of the Consumer, via the Job Leader’s mobile application.



THIRD-PARTY PROVIDER TRANSACTIONS


You acknowledge and agree that, notwithstanding the fact that Company is not a party to the agreement between you and the Third-Party Provider, Company acts as the payment collection agent for the limited purpose of accepting payments from you on behalf of the Third-Party Provider. Company has no other responsibility to Consumer with respect to Third-Party Provider transactions.


After a Consumer books transportation through a Third-Party Provider, any additional fees incurred are NOT REFUNDABLE in accordance with the Third-Party Provider’s terms. Such terms can be found at [https://www.odfl.com/Tariffs/].


To determine the charges for the property loaded by Consumer or a third party contractor, including Helpers listed on the Platform, at Consumer's request (the "Shipment"), Consumer must enter the Requested Trailer Footage. Consumer agrees to pay the Total Cost (which shall include the Adjusted Cost Per Foot) for every linear foot of trailer space used (including bulkhead) in excess of the Requested Trailer Footage. When a broker or other third party completes and signs the Bill of Lading for and on behalf of Consumer, that entity or person is deemed to be Consumer’s Designated Agent. Consumer and Consumer’s Designated Agent are jointly and severally liable for the Total Cost. The Total Cost (which includes the Adjusted Cost Per Foot) shall be reduced for every linear foot used that is less than the Requested Trailer Footage, subject to the Minimum Charge. After the loading is completed, Consumer must communicate to the Company the Actual Linear Footage used. The Actual Linear Footage is subject to inspection by Third-Party Carrier. Length will be rounded to the nearest foot.


If Consumer is unable to take immediate possession of the Shipment on the Delivery Date, subject to availability Third-Party Provider will store the Shipment at a terminal for up to two (2) business days at no cost to Consumer. Thereafter, Consumer shall incur charges of $395.00 per trailer per each 30 day period or any part thereof ("Storage-in-Transit Fees"). Storage-in-Transit Fees will not be pro-rated. Storage of the Shipment must be scheduled prior to the Shipment's arrival at the Destination Address. During the time of storage at terminal, Consumer shall not have access to the Shipment. During the time of storage, the Third-Party Provider will be liable for the Shipment as a warehouseman. Unless storage-in-transit is prearranged by Consumer, if Consumer is unable to take immediate possession of the Shipment on the Delivery Date then Storage-in-Transit Fees shall not be applicable and Consumer will instead be charged detention fees of $50/day per trailer until Consumer is able to take delivery of the Shipment ("Detention Fees"). Consumer is given three (3) business days at each of the Origin Address and Destination Address to pack/load and unload/unpack the trailer. If Consumer exceeds this allotted time, Consumer shall be charged Detention Fees of $50/day per trailer. If Consumer has agreed to a live load/unload, additional fees will apply if Consumer exceeds the allotted time.
Third-Party Provider will not participate in any way in the packing, loading, unpacking or unloading of Consumer's Shipment.

 
The charges from Third-Party Providers are subject to change, including but not limited to: (1) Change in Trailer Drop Date; (2) Change in Origin Address or Destination Address; (3) Parking fees, fines, or trailer tow; (4) Detention Fees; (5) Untimely return of ramp to local terminal; (6) Gypsy moth quarantine (California); (7) Customs delay; (8) Cancellation within one week of Trailer Drop Date($50) or cancellation on the Trailer Drop Date ($150); (9) Redelivery charges of $150 per redelivery attempt per trailer; (10) Trash or boxes left on trailer; (11) Guaranteed Service; (12) live load/unload charges; (13) Weekend or Holiday Service will be subject to an additional fee of $500.00 minimum.; (14) The Addition of a 2nd trailer on an estimate of 28ft or less is subject to a $300 charge in addition to adjustment price for each foot used above your original estimated footage. When a 2nd trailer is used a minimum of 31ft total (3ft Minimum charged on the 2nd trailer) will apply. Consumer will be provided with a written itemization of any additional charges due from Consumer.


Additional charges for services provided at the Destination Address will be applied to the credit card on file. The Shipment will not be released at the Destination Address until payment in full has been made or an extension of credit has been granted. Optional Storage-In-Transit requires credit card payment. Transportation and one month's Storage-in-Transit Fees will be charged to Consumer's credit card while the Shipment is in transit. Subsequent Storage-in-Transit Fees or Detention Fees, if applicable, will be charged to the credit card on file or added as additional charges.


Notice of Delivery


(1) Notice of the Shipment's arrival will be given by: (a) Actual tender of delivery at Destination Address; or (b) Telephone, if convenient and practical; or (c) Written notice, including facsimile, e-mail or telegraph. (2) If the Shipment cannot be delivered because of Consumer's refusal to accept it, or because Third-Party Provider cannot locate Consumer or the Destination Address, or because of an error or omission on the part of Consumer, Third-Party Provider will make a good faith effort to notify Consumer promptly that the Shipment is in storage at a terminal. (3) When transmitted by mail, the notice provided by Third-Party Provider to Consumer will be deemed to have been received at 8:00 a.m. the first business day after it was mailed. If notice is given by telephone or facsimile, Third-Party Provider's record of the date will be deemed conclusive. If written notice is given by certified mail, the earlier of the date of Consumer's signature or expiration of five (5) business days from the date of mailing will determine the arrival notice date. In the event Consumer fails to take delivery of the Shipment, after sixty (60) days from the date of the notice Third-Party Provider will deem the Shipment abandoned and shall have the right to liquidate the Shipment and retain the proceeds of the liquidation in lieu of freight charges and services rendered as liquidated damages.


Instructions for Third-Party Provider Transactions

1. GENERAL:

 
An empty trailer will be delivered by Third-Party Provider to Consumer on the Trailer Drop Date at the Origin Address. Third-Party Provider will deliver or pick up your trailer on Monday through Friday only (Non-Holidays). Consumer must be present on the Trailer Drop Date or additional fees may apply (see "Additional Charges," above). The number of days of transit time following pickup but prior to the Delivery Date ("Service Days") does not include day of pickup, weekends or holidays. For multiple trailer shipments, Service Days are computed beginning with the business day following pickup of the last loaded trailer.


2. PACKING, LOADING, UNLOADING AND UNPACKING:

 
Consumer is responsible for all packing, loading, unloading and unpacking. Consumer is responsible for packing all personal effects using proper containers and protective padding supplied by Consumer. The bulkhead is not designed to withstand the entire weight of your belongings if the load shifts in transit. The maximum weight allowed on the trailer is 825 pounds per linear foot. Shipments exceeding this weight limit will be subject to additional charges.


3. TRAILER PARKING:

 
A 28-foot commercial trailer will be delivered on the Trailer Drop Date at Consumer's sole risk at the Origin Address, and shall also be delivered on the Delivery Date at Consumer's sole risk at the Destination Address. Consumer agrees that Third-Party Provider and the Company shall have no liability for any damage to real property or improvements arising out of the placement or removal of any Equipment. It is Consumer's responsibility to obtain permission for the placement of the trailer. Consumer will be responsible for any charges or fees, including but not limited to parking charges, violations, towing, or real or personal property damage, arising from the placement of the trailer.


4. OPTIONAL EQUIPMENT:

 
A ramp will be available at most locations and will, if available, be delivered with the trailer. The maximum weight limit for the ramp is 1,000 pounds. Consumer is responsible for contacting the terminal for pickup when Consumer has completed the packing/loading or unpacking/unloading, as applicable. The ramp provided must be loaded by Consumer outside the bulkhead wall because the ramp is not intended to travel with the Shipment. Additional charges will apply if the ramp travels with the Shipment to the Destination Address. If ramp is not returned, replacement charges of up to $1250 will be applicable and will be charged to Consumer.


5. HAZARDOUS WASTE, HAZARDOUS MATERIALS AND COMMODITIES OTHER THAN HOUSEHOLD GOODS: 


Consumer agrees to include only household goods (e.g., furniture, furnishings, and other items associated or used in a personal or family residence) in the Shipment. Consumer further agrees not to include hazardous waste or hazardous materials of any type (including but not limited to petroleum products, compressed gases, corrosives, explosives and flammables) in the Shipment. Propane tanks may not be shipped under any circumstances - full or empty. Hazardous waste or hazardous material violations could result in additional charges from local, state, and federal fines, as well as but not limited to loss or damage to property and personal injury. All such charges, losses, damages or injuries arising from violation of this section shall be the sole responsibility of Consumer.


6. LIMITED CARGO LIABILITY: 


Due to the Consumer’s responsibility for loading and unloading of the goods, liability coverage only applies to damage caused by Third-Party Provider negligence. In the event of damage caused by Third-Party Provider negligence, liability shall be limited to $0.10 per pound per item damaged ("Standard Coverage"). Coverage in addition to the Standard Coverage is available and can be purchased by contacting Third-Party Provider prior to the drop date. The Standard Coverage, or any additional coverage purchased is liability coverage for carrier negligence, not insurance for your goods. In the event of cargo damage caused by one of the following catastrophic events: trailer fire, vehicle collision, vehicle overturn or complete trailer theft; Third-Party Provider does not provide insurance for your goods. Third-Party Provider assumes the liability of a common carrier, subject to the provisions of 49 U.S.C. 14706.



REPRESENTATIONS


Users hereby represent and warrant the following:


  1. (1)     User shall comply and use the Platform and Services in strict accordance with these Terms and with all applicable laws including local, state, and federal laws, tax regulations, and other tax-related matters;

  2. (2)     Any and all Information submitted or provided to Company throughout the Platform is complete, accurate, true, non-fraudulent, and in compliance with these Terms;

  3. (3)     Access to and use of the Platform and Services will not violate any third-party agreements between User and any other person or organization;

  4. (4)     User is able to perform the duties and responsibilities required to complete Job, including possessing the necessary requisites including any licenses, permits, etc.;

  5. (5)     User shall timely pay any and all parties in the amount and manner agreed to between the parties provided the Job was adequately and materially performed and completed;

  6. (6)     User is solely responsible for maintaining the confidentiality of his or her Account, Information, restricting access to and use of User’s Account, and any and all activities resulting from or related to his or her Account, including the failure to protect or restrict access to and use of User’s Account; and

  7. (7)     User shall notify Company immediately of any unauthorized use or suspected unauthorized use of User’s Account or any other breach of security or if he or she becomes aware of, discovers, or suspects that any User has engaged in any fraudulent, misleading, or dishonest activity on the Platform and/or in providing Services.


DISCLAIMER OF WARRANTY


Company has not made and does not make any representations, warranties, statements, or promises in these Terms about, and Users have not and will not rely upon any such representation, warranty, statement, or promise in accessing and/or using, the Platform and Services. The Platform and Services are provided “as-is” and “as available.” Company does not have direct control over the quality, reliability, availability, timeliness, safety, or accuracy of Services or the integrity, responsibility, qualifications, or any of the actions or omissions of other Users or Third-Party Providers. Company hereby expressly disclaims all representations and warranties, express or implied, including any warranties of merchantability, fitness for a particular purpose, or workmanlike quality with respect to the Platform, Services, any related transactions, and with respect to any Information provided by any Users or third parties. Company shall not be liable for any errors or omissions therein or any other aspects thereof.


User will bear all risk arising out of the access to and/or use of the Platform and/or Services, including risk associated with any use of the internet or other means of data transmission by or on behalf of such User, to the maximum extent permitted by applicable law. User is responsible for obtaining network access necessary to use the Platform and Services and acknowledges that Information may be transferred to and from the Platform unencrypted and over various networks. Company disclaims any and all responsibility and liability in connection with such use and transfer and does not guarantee the functionality of the Platform and/or Services or that access and use will be uninterrupted, error-free, or entirely secure as the Platform and Services may be subject to malfunctions and delays inherent in the use of the internet and electronic communications.


The Platform is hosted on servers located in the United States and Company does not purport to comply with all applicable laws anywhere in the world. If User is located outside the United States and chooses to provide Information to Company and/or Company collects Information about User while User is outside of the United States, Company transfers Information to, and processes it in, the United States. Users consent to the foregoing transfer.


THIRD-PARTY PROVIDER DOES NOT MAKE, HAS NOT MADE, NOR SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE EQUIPMENT PROVIDED HEREUNDER OR ANY COMPONENT THEREOF, INCLUDING WITHOUT LIMITATION, ANY WARRANTY TO DESIGN, COMPLIANCE WITH SPECIFICATIONS, QUALITY OF MATERIALS OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE, USE, OPERATION OR SAFETY. ALL RISKS ARE TO BE BORNE BY CONSUMER. WITHOUT LIMITING THE FOREGOING, THIRD-PARTY PROVIDER SHALL HAVE NO RESPONSIBILITY OR LIABILITY TO CUSTOMER OR ANY OTHER PERSON WITH RESPECT TO THE FOLLOWING, REGARDLESS OF ANY NEGLIGENCE OF THIRD-PARTY PROVIDER: (I) ANY LIABILITY, LOSS OR DAMAGE CAUSED OR ALLEGED TO BE CAUSED DIRECTLY OR INDIRECTLY BY ANY EQUIPMENT, ANY INADEQUACY THEREOF, ANY DEFICIENCY OR DEFECT (LATENT OR OTHERWISE) THEREIN, OR ANY OTHER CIRCUMSTANCE IN CONNECTION THEREWITH; OR (II) THE USE, OPERATION OR PERFORMANCE OF ANY EQUIPMENT OR ANY RISKS RELATING THERETO. CONSUMER STATES THAT IT IS CAPABLE OF PACKING, LOADING, UNPACKING AND UNLOADING THE SHIPMENT AND IS CAPABLE OF USING ANY AND ALL NECESSARY EQUIPMENT, AND HEREBY RELEASES THIRD-PARTY PROVIDER, IT AGENTS, EMPLOYEES, DIRECTORS, OFFICERS, REPRESENTATIVES AND ASSIGNS FOR ANY AND ALL DAMAGES AND PERSONAL INJURY (INCLUDING DEATH) WHICH MAY OCCUR DURING THE PACKING, UNPACKING, LOADING OR UNLOADING OF THE SHIPMENT.


To the extent Company or Third-Party Provider cannot disclaim any warranty contained herein as a matter of law, the scope and duration of such warranty shall be granted as permitted by applicable law.


INTELLECTUAL PROPERTY


Company is the sole owner with all title and interest in the Platform, Services, and any and all intellectual property (defined herein) related to the Platform and Services. Company reserves all rights in and to any and all intellectual property. Any rights, licenses, and transfers of ownership, if any, may only be expressly granted pursuant to these Terms and never by implication. Neither these Terms nor User’s use of the Platform or Services conveys or grants any rights to User in or related to the Platform or Services and the use or reference in any manner Company’s name, logo, service and product names, trademarks, or service marks, except for the limited license granted herein. If any intellectual property right vests in a User, User’s representatives, or in the entity User represents, User hereby, and causes his or her representatives or the entity to, irrevocably and completely assign and transfer all such right, title, and interest to Company without royalty or any other consideration.


Intellectual property includes:

  1. (1)     All trademarks, trade dress, and service and design marks, including domain names, logos, slogans, and uniform resource locators;

  2. (2)     All trade secrets including ideas, research and development, know-how, formulas, compositions, business practices, object code, source code, software, hardware, systems, techniques, tools, solutions, processes, procedures, methods, methodologies, applications, day-to-day business operations, technical data, designs, drawings, specifications, User lists, pricing, cost and financial information, and business and marketing plans and proposals;

  3. (3)     All patents and pending patents;

  4. (4)     All works of authorship and copyrightable works, including the Platform; and

  5. (5)     Any and all inventions and improvements regardless of status, condition, and patentability.


All intellectual property includes any and all work product, goodwill, applications and registrations, renewals, reissuances, extensions, modifications, improvements, additions, derivative works, and all related documents and matters.


Restrictions


User may not use, sell, rent, lease, license, transfer, assign, host, remove, alter, duplicate, translate, reverse engineer, reconstruct, reproduce, create derivative works from, distribute, transmit, display, publish, broadcast, obscure, commercially exploit, or take any other action regarding the Platform and its source code, Services, and any intellectual property, proprietary marks, or right notices incorporated in or accompanying the Platform or Services, in whole or in part, without Company’s express prior written consent.


Feedback


When a User provides Company with feedback, suggestions, reviews, ratings, or comments regarding access to and use of the Platform and Services (“Feedback”), User hereby assigns and transfers all rights to Feedback and related information to use in any manner Company decide, except where prohibited by law. Because Feedback is non-confidential and non-proprietary, User should not submit any Information, content, or ideas considered to be confidential or proprietary.


INFORMATION USE AND DISCLAIMERS


User is solely and completely responsible for any and all Information provided by User to Company, other Users, and Third-Party Providers on the Platform and/or for Services. Such Information may not contain any viruses or other malware that may damage or interfere with the Platform. Company cannot and does not guarantee that any Information, including personal Information and Job Information, supplied by User will not be misappropriated, intercepted, deleted, destroyed or used by others.


User acknowledges and agrees that by submitting, transmitting, posting, or uploading Information, including personal Information, on or through the Platform, he or she grants Company, or anyone authorized by Company, an absolute, unrestricted, non-exclusive, irrevocable, transferable, perpetual, worldwide, and royalty-free license to Information without further compensation, consideration, or notice to User or any third party, except where prohibited by law. Any and all Information collected by Company is for general informational purposes only. Such Information is often collected and provided by Users and other third parties and is not evaluated, reviewed, or independently verified by Company. Users acknowledge that from time to time, such Information on the Platform may contain errors and may be inaccurate and/or fraudulent. Users shall not rely on any Information without independently verifying the accuracy, completeness, timeliness, or reliability of such Information.


Company is entitled to modify, perform, display, broadcast, reproduce, copy, create derivative works from, display, publish, distribute, transmit or otherwise use or distribute, when reasonable and at no cost whatsoever, any and all Information, in whole or in part, in any manner or medium (whether now known or hereafter developed), and for any and all reasonable purposes in connection with the Platform, Services, or otherwise. User hereby releases and holds harmless Company from and against any and all liabilities and claims arising out of the use of Information, including publicity rights, defamation, invasion of privacy, and any infringement of intellectual property in connection with or related to these Terms, the Platform, and Services.


Additionally, Company may share Information with certain third party affiliates, business partners, service providers, and other Users as necessary to provide Services including conducting Background Checks. User further agrees that such third party affiliates, business partners, service providers, and other User’s may contact such User by telephone, text, email, or mail based on Information provided by User regarding the Platform, Services, and other products and services that may be of interest to such User or otherwise, even if User has opted into the National Do Not Call List administered by the Federal Trade Commission, any state’s equivalent of the Do Not Call List, or the Do Not Call List of an internal company. User understands that Company and its third party affiliates, business partners, service providers, and other Users may maintain such User’s Information and may keep records of any and all transactions and communications with User.


For more on how Company collects, uses, and discloses User Information, please read Company’s Privacy Policy found here: http://www.walkboard.com/privacy-policy/ .


THIRD-PARTY LINKS & ADS


The Platform and/or Services may contain links to and/or display advertisements for other third-party websites and/or services unaffiliated with and are not operated or controlled by Company (“Third-Party Content”). Access to Third-Party Content are provided as a convenience to User and are not reviewed, monitored, approved, endorsed, or warranted by Company. Company is not responsible, and make no representations or warranties, express or implied, for Third-Party Content. Once User leaves the Platform, User is subject to that third-party’s terms of use and privacy policies. User clicks and uses Third-Party Content at his or her own risk and is encouraged to do so with a suitable level of caution and discretion and investigate as necessary before proceeding.


Additionally, third parties such as Apple Inc., Google, Inc., Microsoft Corporation, or the like are third-party beneficiaries to this contract if Users access the Platform and/or Services using devices, mobile applications, and platforms developed and controlled by such third-parties including Apple iOS, Android, or Microsoft Windows. These third-party beneficiaries are not parties to this contract and are not responsible for the management or support of the Platform and Services in any manner. User’s access to and use of the Platform and Services using these devices is subject to terms set forth in the applicable third-party beneficiary's terms of service and privacy policy.


Social Networking Services


Without limiting any part of provision of these Terms, if any User uses a social networking service (“SNS”) in connection with the Platform and/or Services, such User understands that any information and content submitted to an SNS while accessing or using the Platform and/or Services may be stored by Company at User’s direction but is not obligated to maintain any such information or content. User agrees that Company may, and permits Company to, access such User’s SNS account information and content as an agent on User’s behalf so that such information and content are available to User in connection with his or her access to and use of the Platform and Services.


FRAUD


Users should beware of any fraudulent or suspicious activities by other Users and immediately notify Company regarding any such activities by email at legal@walkboard.com. With respect to such Users acting fraudulently or suspiciously while accessing or using the Platform and/or Services, Company may suspend or permanently terminate that User’s Account at any time for any reason. Notwithstanding these Terms herein, Company may attempt to work with Users to remedy any fraudulent or suspicious activity but makes no representations, warranties, or guarantees, and expressly disclaims all such representations or warranties (express or implied), that the Platform or Services will be free from fraud.


RELEASE OF LIABILITY


COMPANY, including any affiliates, successors, assigns, contractors, and respective officers, directors, agents, representatives, employees, licensors, and licensees of COMPANY, (“Released Parties”) is not liable to ANY USERS for any DIRECT, special, indirect, incidental, punitive, or consequential injuries or damages, arising from or related to these Terms and access TO and use of the platform and Services, including bodily injury, death, loss of revenue, loss or corruption of data, profits, or opportunities, and claims by User, other users, or any third party, even if USER or any third party haVE been advised of the possibility of such damages. COMPANY IS not liable for any failure or delay due to matters beyond our reasonable control, including force majeure. This applies to all causes of action in the aggregate, including breach of contract, breach of warranty, negligence, strict liability, and other torts.

By accessing and using the platform and Services, users agree not to sue or institute any cause of action or any legal proceeding against the Released Parties. In no event shall any liability of the Released Parties related to these Terms and access To and use of the platform, Services, and related transactions exceed the fees paid by user to company during the 12 months immediately preceding the claim or evenT giving rise to such liability.


IF A USER IS A CALIFORNIA RESIDENT OR PERFORMING SERVICES PURSUANT TO THESE TERMS IN CALIFORNIA, SUCH USER HEREBY WAIVES CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”


TO THE EXTENT THE FOREGOING IS PROHIBITED BY APPLICABLE LAW, THE FOREGOING SHALL APPLY TO THE FULLEST EXTENT ALLOWABLE BY APPLICABLE LAW.


INDEMNIFICATION


Each User agrees to release, indemnify, defend, protect, compensate, reimburse, and hold harmless each of the Released Parties from and against any and all claims, damages, losses, costs, fees (including reasonable attorneys’ fees), liabilities, or injuries suffered arising out of, or relating to, these Terms, the access to and use of the Platform, Services, and any related transaction between Users and Third-Party Providers, to the fullest extent provided by applicable law. This includes a User’s breach of any warranty, representation, covenant or other term or provision of these Terms, any violation of applicable laws or regulations, negligent acts or omissions, and any Information or content posted, submitted, or otherwise made available on the Platform and/or in connection with Services. Should one User have a dispute with another User, such Users shall not sue the Released Parties for, and agrees to release and hold harmless the Released Parties from and against, any and all claims or damages arising out of, related to, or in any way connect with such dispute. User agrees to look solely to the other User involved in the dispute for remedy and not to any Released Party.


Company will promptly notify the User of any claim for indemnification. All provisions regarding indemnification shall survive termination of Company and User’s relationship and these Terms. The foregoing shall not apply to the extent prohibited by applicable law.


ASSUMPTION OF RISK

 
Consumer assumes all risks and liability arising from the use and operation of the Equipment and understands that the Equipment can cause injury or death to Consumer or others. Consumer assumes full responsibility for and agrees to indemnify, defend and hold harmless Released Parties from any and all loss, liability, damage and expense in connection with the use or operation of the Equipment.



DISPUTE RESOLUTION AND ARBITRATION

Any disputes between Company and any Users shall be reported to Company’s customer service by email at legal@walkboard.com. Company will attempt to promptly and amicably resolve any dispute. If Company is unable to resolve the dispute, it shall be settled by final and binding arbitration in Los Angeles County in the State of California before a single arbitrator in an individual capacity (and never as a plaintiff or class member seeking class-wide relief). Company and User must agree on the rules and procedures of arbitration. If Company and User are unable to agree within 15 days, arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures and the arbitrator shall apply the laws applicable in the State of California without regard to the conflict of laws rules thereof. Company and User agree that: (1) any claims brought by either party must be brought in such party’s individual capacity and not as a plaintiff or class member in any purported class or representative proceeding; and (2) the arbitrator may not (a) consolidate more than one person’s claims, (b) otherwise preside over any form of a representative or class proceeding, or (c) award class-wide relief. Judgment on the outcome and award rendered by the arbitrator may be entered into any court having jurisdiction thereof. The award shall determine the prevailing party, allocate all or part of the legal costs including the arbitrator fees and reasonable attorneys’ fees of the prevailing party, and require payment by the non-prevailing party.


Despite the requirements herein, either Company or User may seek an injunction or other provisional remedies from a court of appropriate jurisdiction to aid arbitration. If any User violates these Terms, Company may pursue damages or any other remedies available, including specific performance or injunctive relief, against User in any appropriate forum.


Company, as an intermediary service provider, is not responsible for resolving any disputes between Users and between Users and Third-Party Providers. Users may report a dispute with another User or Third-Party Provider to Company and Company may attempt to facilitate communication and resolution between the disputing parties; however, all disputes must be resolved directly between the disputing parties.


TO THE EXTENT ANY CLAIM IS NOT MEDIATED OR ARBITRATED, THE PARTIES IRREVOCABLY AND VOLUNTARILY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF SUCH CLAIM.



BINDING


These Terms are a legally binding agreement between Users and Company. These Terms constitute the entire understanding and agreement between Users and Company with respect to its subject matter and supersede all prior and contemporaneous agreements, understandings, inducements, warranties, representations, or conditions, express or implied, written or oral, preceding these Terms. By accessing and using the Platform and Services, the User agrees to be bound by these Terms herein. If User does not agree to all these Terms, then he or she may not access or use any part of the Platform or Services. If these Terms are considered an offer by Company, acceptance is expressly limited to these Terms. These Terms and this agreement are binding upon Company, Users, and their successors and permitted assigns.


MODIFICATIONS


These Terms are effective as of the date indicated herein. Company reserves the right to, at its sole discretion, amend, modify, or update these Terms, Privacy Policy, the Platform, and Services at any time without notice to Users. Any changes or updates may be done by a written agreement signed by an authorized executive or representative of Company and shall be published on the Platform. Any and all changes or updates will go into effect immediately upon posting. The current posted version of these Terms shall apply on the date User accesses and/or uses the Platform and shall only apply to Information collected thereafter. As a result, it is User’s responsibility to check these Terms each time he or she accesses and/or uses the Platform and check for any changes or updates before using the Platform. A User’s continued use of the Platform and Services after any posted changes or updates to these Terms and/or the Platform constitutes acknowledgment and acceptance of such changes and updates and consents to be bound by the modifications.


SEVERABILITY


If any part or provision of these Terms are held to be invalid, illegal, unenforceable, or in conflict with any valid controlling law in any respect, the remaining terms and provisions shall continue in full force and effect without being impaired or invalidated in any way. If applicable, such part, term, or provision shall be modified and interpreted which most closely approximates the original intent and purpose of such invalid provision.


TERMINATION


Company may, in its sole and absolute discretion and at any time, permanently terminate a User’s Account and access to and use of the Platform. Upon termination, Company may immediately deactivate and delete any and all Information related to the User’s Account, including any content posted or submitted by such User without prior notice for any reason whatsoever. Company shall not be liable to User or any other person for such termination and deletion of Information.


INCORPORATION


Consumer agrees to the terms and conditions herein, notes attached to the Bill of Lading, the rules and special service charges in the Third-Party Provider 100 tariff series found at [https://www.odfl.com/Tariffs/] and the terms and conditions in the Uniform Straight Bill of Lading as published in the National Motor Freight Classification in effect on the date of the Bill of Lading.


MISCELLANEOUS


Failure or delay, at any time, to enforce any term or condition of or to exercise any right or remedy in these Terms shall not be construed to be a waiver of the right to enforce or exercise such term, condition, right, or remedy. A waiver of any one term, condition, right, or remedy of these Terms or any breach shall not constitute a permanent waiver of such term, condition, right, or remedy or any subsequent breach thereof in the future.


Except to the extent applicable law provides otherwise, these Terms and any access to and use of the Platform, Services, and resulting transactions shall be governed by the laws of the State of California, without regard to the conflict of laws rules thereof.


Users may not assign or transfer his or her rights under these Terms to any third party unless such third party consents and agrees to be bound by these Terms and Company consents in writing. Company may assign its rights under these Terms to any third party without condition.


CONTACT


If you have any questions regarding these Terms, you may contact us by email at legal@walkboard.com.