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RUNNUR TERMS OF USE & SERVICES AGREEMENT

Last Updated: January 1, 2018

These terms of use and service constitute a legally binding agreement (the “Agreement”) between you and Runnur, LLC (“Runnur,” “we,” “us” or “our”) governing your use of the Runnur application, website, and technology platform (collectively, the “Runnur Platform”).

PLEASE READ THIS AGREEMENT CAREFULLY. PLEASE BE ADVISED THAT THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE COVERED DISPUTES, RATHER THAN JUDGE OR JURY TRIALS.

By entering into this Agreement, 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 RUNNUR PLATFORM.

The Runnur Platform

Runnur Mobile Application is an internet application (“Runnur Mobile Application” or the “Application”) owned and operated by Runnur (“Runnur,” “we,” or “us”). Runnur provides a service (the “Service”) that allows its customers (“Users”) to access Runnur’s network of contractors (“Runnurs” or “you” or “Contractor”) to identify local providers to meet intermittent needs for services. The Runnurs have access to the Application to receive and review requests for services from Users and to determine their interest in and availability to respond to such requests.

RUNNURS OF RUNNUR PLATFORM

Acknowledgment and Acceptance of Independent Contractor Services Agreement

This Terms of Use Independent Contractor Services Agreement (“Terms of Use” or “Agreement”) is an electronic contract that sets out the legally binding terms of the relationship between Runnur and you. By registering to become a Runnur, you accept and agree to be bound by the terms of this Agreement. Please read it carefully. By accessing the Application, or becoming a Runnur, you accept this Agreement and agree to the terms, conditions and notices contained and/or referenced herein.

Runnur reserves the right to change this Agreement, and add additional terms at any time, effective upon making the modified provisions available on the Application or by notifying Runnurs directly. You are responsible for regularly reviewing the Terms of Use for modifications and updates to its terms. Continued use of the Application after any such changes are made to this Agreement shall constitute your consent to such changes. Other than making the changes available on the Application, Runnur does not assume any obligation to notify Runnurs of any changes to this Agreement, or the creation or modification of any additional terms.

Notwithstanding the previous paragraph or any contrary language in this Agreement, the Arbitration Agreement in Section 9 of this Agreement may not be modified or terminated absent a writing signed (electronically or otherwise) by the Company and You.

You acknowledge that you are able to electronically receive, download, and print this Agreement, any other terms, notices, forms (including IRS Form 1099-MISC) and any other notices [documents?] required by, or incorporated into, this Agreement by reference, any amendments to this Agreement, or any other items required by regulation or law. Further, you agree to keep the contact information in your Account current at all times including, but not limited to, your email address, physical address, and phone number.

Use of the Application is permitted only by individuals who can form legally binding contracts under applicable law. Without limiting the foregoing, you must be at least 18 years old [or the age of legal majority in the jurisdiction in which you work and legally authorized to work in the United States to become a Runnur. If you do not meet these criteria, you may not register to become a Runnur.

1. Registration & Use of Runnur Platform

1.1 Background Checks and Privacy Information. As part of your initial registration with Runnur, you agree to immediately execute a written consent for a background check. Subject to a satisfactory background check and agreement to the terms herein, you will be eligible to use the Runnur Mobile Application to view and accept Runnur Requests. You further agree to complete any ongoing background checks as may be required by Runnur or a User. Failure to complete the initial or ongoing background check processes may result in inability to accept Runnur Requests and/or removal from the Runnur Platform. Please note that in order to run your background check, Runnur will ask for your social security number during the onboarding process. We may also share your social security number with our payment vendor, Stripe, in order to verify your payment account to ensure the safety of your account.

1.2 Best Efforts. By registering to become a Runnur and accepting an Open Request, you agree to use your best efforts to perform the Runnur Engagement such that the Services meet the requirements and specifications of the User, for whom the Open Request was created. Once a Runnur has accepted a Runnur Request, the Open Request will no longer be available for performance by other Runnurs who received the Open Request. By accepting an Open Request, you are entering into a binding legal agreement to provide the Services for the Payment specified in the Open Request. Do not accept an Open Request unless you are sure that: (1) you understand what you are being asked to deliver; (2) you can perform the Services identified in the Open Request; (3) you can deliver the Services in the requested time period; and if required, you can get to and from the Customer’s location. Failure to timely deliver the Services consistent with the Customer’s requirements and specifications will constitute a breach, resulting in non-payment. Further, in the event of such a breach, you will be responsible for payment of any additional fees (e.g., rush fees) or costs incurred as a result of your failure to timely complete the Open Request in accordance with the Customer requirements.

2. Independent Contractor Relationship

Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between Runnur and you or between the User and you. You will take no position with respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Runnur that is inconsistent with your being an independent contractor (and not an employee) of Runnur. You are not the agent of Runnur or the User and you are not authorized, and must not represent to any third party that you are authorized, to make any commitment or otherwise act on behalf of Runnur or the User.

As an independent contractor, you are solely responsible for determining which Open Requests you will choose to accept and how, when and where you will provide the Services under this Agreement. Runnur will provide no supervision and will have no control over the manner in which you perform the Services. Further, you must provide all equipment, tools, material and labor that may be necessary to perform the Services. You acknowledge and understand that Runnur will not provide you with any equipment, tools, material or labor to perform the Services and will only (subject to the terms and condition stated herein) provide you with access to the Application for purposes of enabling you to access and accept (if you so choose) Runnur Requests and engage in incidental, related activities (if you so choose).

Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting or discouraging) you from engaging in other business activities or providing your services to others that are separate and distinct from any business activities or services that you conduct through the Application.

Without limiting the generality of the foregoing:

2.1 Benefits and Contributions. You are not entitled to or eligible for any benefits that Runnur, its parents, subsidiaries, affiliates or other related entities may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Because you are an independent contractor, Runnur will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf. If, notwithstanding the foregoing, you are reclassified as an employee of Runnur, or any affiliate of Runnur (“Affiliate”), by the U.S. Internal Revenue Service (“IRS”), the U.S. Department of Labor (“DOL”), or any other federal, state or foreign court or agency, you agree that you will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by either the Customer and its parents, subsidiaries, affiliates or related entities or by Runnur, its parents, subsidiaries, affiliates or other related entities.

2.2 Taxes. You are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of Payments to you under this Agreement, and you agree to do so in a timely manner. You will comply with all applicable federal, state, local, and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions. To the extent required by the IRS, Runnur will report the Payments paid to you for services rendered as part of Runnur engagements by filing Form 1099-MISC with IRS. You consent to electronic delivery of Form 1099-MISC, if such form is required or filed. You agree to indemnify Runnur for the cost of any tax liabilities incurred by Runnur as a result of your failure to pay all applicable taxes in a timely manner.

2.3 Third Party Payment Processing Services. Payment processing services for Runnur on [YOUR BUSINESS NAME] are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service(collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a Runnur on Runnur, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Runnur enabling payment processing services through Stripe, you agree to provide Runnur accurate and complete information about you and your business, and you authorize Runnur to share it and transaction information related to your use of the payment processing services provided by Stripe.

3. Confidentiality

3.1 Use and Disclosure. From time to time, you may be given access to confidential information in the course of performing engagements that you receive through Runnur. During the term of this Agreement and at all times thereafter, you will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) refrain from disclosing or permitting others to disclose any Confidential Information to any third party without obtaining Runnur’s express prior written consent on a case-by-case basis. “Confidential Information” means any and all information related to Runnur’s or any User’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties including Users) that Runnur and/or the User considers to be confidential or proprietary or which Runnur has a duty to treat as confidential.

3.2 Standard of Care. You will protect the Confidential Information from unauthorized use, access, or disclosure in the same manner as you protect your own confidential or proprietary information of a similar nature, and with no less than reasonable care.

3.3 Exceptions. Your obligations under Sections 4.1 and 4.2 will terminate with respect to any particular information that you can prove, by clear and convincing evidence, (a) you lawfully knew prior to Runnur’s first disclosure to you, (b) a third party rightfully disclosed to you free of any confidentiality duties or obligations, or (c) is, or through no fault of you has become, generally available to the public. Additionally, you will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by Runnur, or is required by law or court order, provided that you immediately notify Runnur in writing of such required disclosure and cooperate with Runnur, at Runnur’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.

3.4 Removal; Return. Upon Runnur’s request and upon any termination or expiration of this Agreement, you will promptly (a) return to Runnur or, if so directed by Runnur, destroy all Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to Runnur in writing that you have fully complied with these obligations.

4. No Conflicts

You represent and warrant that you are not subject to any contract or duty that would be breached by entering into or performing your obligations under this Agreement, or any Runnur Engagement, or that is otherwise inconsistent with this Agreement or any Runnur Engagement.

5. Representations, Warranties and Agreements

By providing Services as a Runnur on the Runnur Platform, you represent, warrant, and agree that:

You have full right, power, and authority to enter into and perform under this Agreement without the consent of any third party (including any of your current or former employers);

You will comply with all of the terms of this Agreement

You will fully conform to the User specifications, requirements, and other terms of any Runnur Request that you accept, and the Services delivered will be of a professional and workmanlike quality;

You will comply with all applicable laws, rules and regulations in connection with performance of the Services under this Agreement;

You will not make any misrepresentation regarding Runnur, the Runnur Platform, the Services or your status as a Runnur.

You will not attempt to defraud Runnur or Users on the Runnur Platform or in connection with your provision of Services. If we suspect that you have engaged in fraudulent activity we may withhold applicable payments for the run(s) in question.

You agree that we may obtain information about you, including your criminal and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement.

You have a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements) that names or schedules you for the operation of the vehicle you use to provide Services.

You will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by you.

5.1. Indemnification. You will indemnify and hold harmless Runnur and its parents, affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees and costs associated with litigation) arising from or relating to a breach by you of any representation, warranty, covenant, or obligation in this Agreement, or arising from or relating to any negligent or intentional act or omission committed by you, in connection with the performance of any Runnur engagement, which act or omission gives rise to any claim for damages against you, Runnur and/or its parents, affiliates, employees or agents. Runnur specifically denies any obligation to defend and/or indemnify you from and against any third party claims made against you arising from any negligent or intentional act or omission committed by you in connection with the performance of any Runnur engagement.

5.2 Insurance. You acknowledge that you are an independent contractor, not an employee of Runnur. As such, you acknowledge and understand that you are not covered by any insurance that may be provided by Runnur to its employees, including, without limitation, health insurance, workers compensation insurance, general liability insurance, and automobile liability insurance. As an independent contractor, you are solely and exclusively responsible for your own insurance. Specifically, in the event that you are injured while working in the course and scope of an engagement for Runnur, you acknowledge and understand that you will not be covered by any workers compensation insurance coverage that Runnur may provide to its employees. Further, in the event that your actions cause an injury to a third party while you are working in the course and scope of performing a Runnur Engagement or the Services, you acknowledge and understand that you will not be covered by any general liability or automobile liability insurance coverage that Runnur may have, and that Runnur is not making any commitment to defend and/or indemnify you in such circumstances, and specifically denies such obligation.

5.3 Warranty Disclaimer. The Application is provided “as is,” as available and without any warranties or conditions (express or implied, including the implied warranties of merchantability, accuracy, fitness for a particular purpose, title and non-infringement, arising by statute or otherwise in law or from a course of dealing or usage or trade). We disclaim all and make no representations or warranties, of any kind, either express or implied, as to the quality, identity or reliability of any third party, or as to the accuracy of the postings made on the Application by any third party. Some states and jurisdictions do not allow for all the foregoing limitations on implied warranties, so to that extent, if any, some or all of the above limitations may not apply to you.

6. Payments

If you are a Runnur, you will receive payment for your provision of Services. All Fare payments are subject to a Runnur Commission, discussed below. You will also receive any tips provided by Users to you, and tips will not be subject to any Runnur Commission. Runnur will process all payments due to you through its third party payments processor. You acknowledge and agree that such amounts shall not include any interest and will be net of any amounts that we are required to withhold by law.

Commission. In exchange for permitting you to offer your Services through the Runnur Platform and marketplace as a Runnur, you agree to pay Runnur (and permit Runnur to retain) a fee based on each transaction in which you provide Services (the “Commission”). Runnur reserves the right to change the Commission at any time in Runnur’s discretion based upon local market factors, and Runnur will provide you with notice in the event of such change. Continued use of the Runnur Platform after any such change in the Commission calculation shall constitute your consent to such change.

Pricing. You expressly authorize Runnur to set the prices on your behalf for all Charges that apply to the provision of Services. Runnur reserves the right to change the Fare schedule at any time in our discretion based upon local market factors, and we will provide you with notice in the event of changes to the base fare, per mile, and/or per minute amounts that would result in a change in the applicable Fares.

Fare Adjustment. Runnur reserves the right to adjust or withhold all or a portion of Fares if it believes that (i) you have attempted to defraud or abuse Runnur or Runnur’s payment systems, (ii) in order to resolve a User complaint (e.g., you took an inefficient route or failed to properly end a particular instance of Services in the Runnur application when the run was over). Runnur’s decision to adjust or withhold the Fare in any way shall be exercised in a reasonable manner.

7. Limitation of Liability

IN NO EVENT WILL WONOLO BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RUNNUR’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF PAYMENTS OWED BY WONOLO FOR RUNNUR ENGAGEMENTS PERFORMED UNDER THIS AGREEMENT DURING THE TWELVE-MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THIS AGREEMENT.

SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO TO THAT EXTENT, IF ANY, SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

8. Termination

8.1 Termination by Runnur. Runnur reserves the right to terminate your access to the Application if you have not accepted a Runnur Engagement in the previous twelve calendar months, if you materially breach the Agreement or any Runnur Engagement, if you violate the law in connection with your use of the Application (or in connection with the performance of the Services) or if you have otherwise engage in conduct in using the Application that Runnur, in its sole discretion, believes in good faith to be detrimental to its business interests.

8.2 Survival. Sections 3 (“Independent Contractor Relationship”), 4 (“Confidentiality”), 5 (“No Conflicts”), 6 (“Representations and Warranties”), 7 (“Limitation of Liability”), 8.2 (“Survival”), and 9 (“General Provisions”) will survive any termination or expiration of this Agreement and/or any modification or termination of the Application. Termination or expiration of this Agreement will not affect either party’s liability for any breach of this Agreement such party may have committed before such expiration or termination.

9. General Provisions

9.1 Law. Except for the “Mandatory Binding Individual Arbitration And Class Action Waiver” below, which is governed by the Federal Arbitration Act, this Agreement or any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the state of in which the Runnur resides regardless of your country of origin or where you access Runnur, and notwithstanding any conflicts of law principles.

9.2 Mandatory Binding Individual Arbitration and Class Action Waiver (“Arbitration Agreement”). The Company and Contractor mutually agree to resolve any justiciable disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court. This Arbitration Agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and, except as otherwise provided in this Arbitration Agreement, shall apply to any and all claims arising out of or relating to this Contract, the Contractor’s classification as an independent contractor, Contractor’s provision of services to the Company or its Customers, the payments received by Contractor for providing services to the Company or its Customers, the termination of this Contract, and all other aspects of the Contractor’s relationship with the Company, past, present or future, whether arising under federal, state or local statutory and/or common law, including without limitation harassment, discrimination or retaliation claims and claims arising under or related to the Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, or Fair Labor Standards Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to Contractor’s relationship or the termination of that relationship with the Company. The agreement by Contractor and the Company to mutually arbitrate disputes provides consideration for this Arbitration Agreement. This Arbitration Agreement applies to claims and disputes that the Company may have against Contractor and/or that Contractor may have against the Company, and (1) its affiliates and partners (2) its officers, directors, employees, or agents in their capacity as such or otherwise, and/or (3) all successors and assigns of any of them; any and all of which may enforce this Arbitration Agreement.

The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or alleged waiver of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. However, as stated in the “Class Action Waiver” below, the preceding sentence shall not apply to the clause entitled “Class Action Waiver.”

This Arbitration Agreement does not apply to any claim that may not be arbitrated as provided by an Act of Congress. This Arbitration Agreement also does not apply to Private Attorney General Action claims under California law, which may only be brought in a court of law—not in arbitration.

(a) If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration by Contractor must be delivered to support@runnurapp.com.

(b) Class Action Waiver. The Company and Contractor mutually agree that by entering into this Arbitration Agreement , both waive their right to have any dispute or claim brought, heard or arbitrated as a class action and/or collective action, and an arbitrator shall not have any authority to hear or arbitrate any class and/or collective action (“Class Action Waiver”). Notwithstanding any other clause contained in this Arbitration Agreement or the AAA Rules, as defined below, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class and/or collective action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

(c) Contractor agrees and acknowledges that entering into this Arbitration Agreement does not change Contractor’s status as an independent contractor in fact and in law, that Contractor is not an employee of the Company or the Company’s Customer and that any disputes in this regard shall be subject to arbitration as provided in this Arbitration Agreement.

(d) Any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), except as follows:

(1) The arbitration shall be heard by one arbitrator selected in accordance with the AAA Rules. The arbitrator shall be a licensed attorney or retired judge with experience in the law underlying the dispute.

(2) If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place in the county in which Contractor performed his contractual duties for The Company.

(3) Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that the Company shall pay all of the Arbitrator’s fees and costs.

(4) The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.

(5) Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.

(6) The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.

(7) The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. The award issued by the Arbitrator may be entered in any court of competent jurisdiction.

(8) Either the Company or Contractor may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual; provided, however, that all determinations of final relief shall be decided in arbitration, and pursuing the temporary or preliminary injunctive relief shall not constitute a waiver of rights under this agreement to arbitrate.

(e) Regardless of any other terms of this arbitration agreement, claims may be brought before and remedies awarded by an administrative agency (such as the National Labor Relations Board, Occupational Safety and Health Administration, Equal Employment Opportunity Commission, or U.S. Department of Labor) if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate governed by the Federal Arbitration Act.

(f) The AAA Rules may be found at www.adr.org or by searching for “AAA Commercial Arbitration Rules” using a service such as www.Google.com or www.Bing.com or by asking support@runnurapp.com to provide a copy.

(g) This arbitration agreement is the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement. Except In addition to as stated with regard to the Class Action Waiver, above, in the event any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable. The Arbitration Agreement is a contractual agreement to mutually arbitrate claims; therefore any statements in any Company handbooks or policies that otherwise disclaim contracts do not apply to this Arbitration Agreement.

9.3 Modifications to Application. Runnur reserves the right at any time to modify or discontinue, temporarily or permanently, the Application or the Service (or any part thereof) with or without notice. However, as stated above in Section 8.2 above, Section 9 (“General Provisions”), which contains the Arbitration Agreement, will survive any termination or expiration of this Agreement and/or any modification or termination of the Application or the Service. You agree that Runnur shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Application or the Services.

B. USERS OF RUNNUR PLATFORM

1. Modification to the Agreement

In the event Runnur modifies the terms and conditions of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Runnur reserves the right to modify any information referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Runnur Platform or Services after any such changes shall constitute your consent to such changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable).

2. Eligibility

The Runnur Platform may only be used by individuals who can form legally binding contracts under applicable law. The Runnur 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 and conditions 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.

3. Charges

As a User, you agree to pay the amounts charged for your use of the Runnur Platform and Services (“Charges”). Runnur has the authority and reserves the right to determine and modify pricing of charges, which may vary based on the type of service you request. You are responsible for reviewing the applicable Charges and shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof.

Fares. There are two types of fares, variable and quoted.

Variable Fares. Variable fares consist of a base charge and incremental charges based on the duration and distance of your run. For particularly short runs, minimum fares may apply. Please note that we use GPS data from your Runnur’s phone to calculate the distance traveled on your run. We cannot guarantee the availability or accuracy of GPS data. If we lose signal we will calculate time and distance using available data from your ride.

Quoted Fares. In some cases Runnur may quote you a Fee at the time of your request. The quote is subject to change until the Run request is confirmed. If during your run you change your destination or attempt to abuse the Runnur Platform, we may cancel the fee quote and charge you a variable fare based on the time and distance of your run. Runnur does not guarantee that the quoted fare price will be equal to a variable fare for the same ride.

Fees and Other Charges.

Service Fee. Runnur may assess a per-run “Service Fee” to support the Runnur Platform and related services provided to you by Runnur. The amount of the Service Fee may vary but shall be retained by Runnur in its entirety.

Cancellation Fee. After requesting a run you may cancel it through the app, but note that in certain cases a cancellation fee may apply. Collected cancellation fees will be passed in their entirety to the Runnur who had accepted your run request.

Tips. Following a run, you may elect to tip your Runnur in cash or through the Runnur application. Any tips will be provided entirely to the applicable Runnur.

General.

Facilitation of Charges. All Charges are facilitated through a third-party payment processing service (e.g., Stripe, Inc., or Braintree, a division of PayPal, Inc.). Runnur may replace its third-party payment processing services without notice to you. Charges shall only be made through the Runnur Platform. With the exception of tips, cash payments are strictly prohibited.

No Refunds. All Charges are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Runnur Platform, any disruption to the Runnur Platform or Services, or any other reason whatsoever.

Credits and Run Discounts. You may receive credits ("Runnur Credits") or Run discounts ("Run Discounts") that you can apply toward payment of certain Charges upon completion of a Run. Runnur Credits and Run Discounts are only valid for use on the Runnur Platform, and are not transferable or redeemable for cash except as required by law. Runnur Credits and Run Discounts cannot be combined, and if the cost of your ride exceeds the applicable credit or discount value we will charge your payment method on file for the outstanding cost of the Run. Run Discounts only apply to the Fare, not the Service Fee or other charges. Additional restrictions on Runnur Credits and Run Discounts may apply as communicated to you in a relevant promotion or by clicking on the relevant Runnur Credit or Run Discount.

Credit Card Authorization. Upon addition of a new payment method or each run request, Runnur may seek authorization of your selected payment method to verify the payment method, ensure the ride cost will be covered, and protect against unauthorized behavior. The authorization is not a charge, however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or check card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.

4. Runnur Communications

By becoming a User, you agree to receive communications from us, 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 Runnur, its affiliated companies and/or Users, may include but are not limited to: operational communications concerning your User account or use of the Runnur Platform or Services, updates concerning new and existing features on the Runnur Platform, communications concerning promotions run by us or our third-party partners, and news concerning Runnur 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 FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE RUNNUR PLATFORM OR THE SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM RUNNUR (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOPALL” TO 46080 FROM THE MOBILE DEVICE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE RUNNUR PLATFORM OR THE SERVICES.

5. Your Information

Your Information is any information you provide, publish or post to or through the Runnur Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any Runnur-related Facebook, Twitter or other social media posting) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the Runnur Platform and participate in the Services. Our collection and use of personal information in connection with the Runnur Platform and Services is as provided in Runnur’s Privacy Policy located at www.runnurapp.com/privacy. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable Runnur to use your Information, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. Runnur does not assert any ownership over your Information; rather, as between you and Runnur, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.

You may be able to create or log-in to your Runnur User account through online accounts you may have with third party social networking sites (each such account, an "SNS Account"). By connecting to Runnur through an SNS Account, you understand that Runnur may access, store, and make available any SNS Account content according to the permission settings of your SNS Account (e.g., friends, mutual friends, contacts or following/followed lists (the “SNS Content”)). You understand that SNS Content may be available on and through the Runnur Platform to other Users. Unless otherwise specified in this Agreement, all SNS Content, if any, shall be considered to be your Information.

6. Promotions and Referral Programs

Runnur, at its sole discretion, may make available promotions with different features to any Users or prospective Users. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Runnur. Runnur reserves the right to withhold or deduct credits or benefits obtained through a promotion the event that Runnur determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement.

As part of your User account, Runnur may provide you with or allow you to create a “Runnur Code,” a unique alphanumeric code for you to distribute to friends, family and other persons (each a “Referred User”) to become new Runnur Users (“Referred Users”) or Runnurs (“Referred Runnurs”). Runnur Codes may only be distributed for promotional purposes and must be given away free of charge. You may not sell, trade, or barter your Runnur Code. You are prohibited from advertising Runnur Codes, including but not limited to: Google, Facebook, Twitter, Bing and Craigslist. Runnur reserves the right to deactivate or invalidate any Runnur Code at any time in Runnur’s discretion.

From time to time, Runnur may offer you with incentives to refer new Users to the Runnur community (the “Referral Program”). These incentives may come in the form of Runnur Credits, and Runnur may set or change the incentive types, amounts, terms, restrictions, and qualification requirements for any incentives in its sole discretion. Your distribution of Runnur Codes and participation in the Referral Program is subject to this Agreement.

7. Restricted Activities

With respect to your use of the Runnur Platform and your participation in the Services, you agree that you will not:

impersonate any person or entity;
stalk, threaten, or otherwise harass any person, or carry any weapons;
violate any law, statute, rule, permit, ordinance or regulation;
interfere with or disrupt the Services or the Runnur Platform or the servers or networks connected to the Runnur Platform;
post Information or interact on the Runnur Platform or Services in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal;
use the Runnur Platform in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Runnur Platform;
“frame” or “mirror” any part of the Runnur Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose; or
modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Runnur Platform or any software used on or for the Runnur Platform;
rent, lease, lend, sell, redistribute, license or sublicense the Runnur Platform or access to any portion of the Runnur Platform;
use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Runnur Platform or its contents;
link directly or indirectly to any other web sites;
transfer or sell your User account, password and/or identification to any other party
discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or
cause any third party to engage in the restricted activities above.

8. 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 Runnur; or b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement, including but not limited to any breach of Section 9 or breach of Section 10(a) through (i) of this Agreement. In addition, Runnur 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 Runnur’s star rating or cancellation threshold; (3) Ruunur has the good faith belief that such action is necessary to protect the safety of the Runnur community or third parties, provided that in the event of a deactivation pursuant to (1)-(3) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Runnur’s reasonable satisfaction prior to Runnur 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 in a timely manner and to Runnur’s satisfaction, this Agreement will not be permanently terminated. Sections 2, 6, 7 (with respect to the license), 11-12, 14-19, and 21 shall survive any termination or expiration of this Agreement.

9. General Provisions

(d) Any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), except as follows:

(2) If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place in the county in which Contractor performed his contractual duties for The Company.

(3) Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that the Company shall pay all of the Arbitrator’s fees and costs.

(6) The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.

(7) The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. The award issued by the Arbitrator may be entered in any court of competent jurisdiction.

ALL USERS OF RUNNUR PLATFORM

Intellectual Property

All intellectual property rights in the Runnur Platform shall be owned by Runnur absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Runnur Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Runnur. Runnur shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

RUNNUR and other Runnur logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Runnur in the United States and/or other countries (collectively, the “Runnur Marks”). If you provide Services as a Runnur, Runnur grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the Runnur Marks solely in connection with providing the Services through the Runnur Platform (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without Runnur’s prior written permission, which it may withhold in its sole discretion. The Runnur Marks may not be used in any manner that is likely to cause confusion.

You acknowledge that Runnur is the owner and licensor of the Runnur Marks, including all goodwill associated therewith, and that your use of the Runnur Marks will confer no additional interest in or ownership of the Runnur Marks in you but rather inures to the benefit of Runnur. You agree to use the Runnur Marks strictly in accordance with Runnur’s Trademark Usage Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that Runnur determines to nonconforming or otherwise unacceptable.

You agree that you will not: (1) create any materials that incorporate the Runnur Marks or any derivatives of the Runnur Marks other than as expressly approved by Runnur in writing; (2) use the Runnur Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Runnur Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Runnur’s rights as owner of the Runnur Marks or the legality and/or enforceability of the Runnur Marks, including, without limitation, challenging or opposing Runnur’s ownership in the Runnur Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Runnur Marks, any derivative of the Runnur Marks, any combination of the Runnur Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Runnur Marks; (5) use the Runnur Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.

Violation of any provision of this License may result in immediate termination of the License, in Runnur’s sole discretion. If you create any materials bearing the Runnur Marks (in violation of this Agreement or otherwise), you agree that upon their creation Runnur exclusively owns all right, title and interest in and to such materials, including without limitation any modifications to the Runnur Marks or derivative works based on the Runnur Marks. You further agree to assign any interest or right you may have in such materials to Runnur, and to provide information and execute any documents as reasonably requested by Runnur to enable Runnur to formalize such assignment.

Runnur respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials on the Runnur Platform or Services infringe upon your copyrights, please contact us at contact@runnurapp.com.

Disclaimers

The following disclaimers are made on behalf of Runnur, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.

Runnur does not provide runs services. It is up to the Runnur to decide whether or not to offer its services to a User contacted through the Runnur Platform, and it is up to the User to decide whether or not to accept a run from any Runnur contacted through the Runnur Platform. We cannot ensure that a Runnur or User will complete an arranged run. We have no control over the quality or safety of the run that occurs as a result of the Services.

The Runnur Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the Runnur Platform and/or the Services, including the ability to provide or receive Services at any given location or time. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

We do not warrant that your use of the Runnur 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 Runnur Platform will be corrected, or that the Runnur Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Runnur Platform or Services.

We cannot guarantee that each User is who he or she claims to be. Please use common sense when using the Runnur Platform and Services, including looking at the photos of the Runnur or User you have matched with to make sure it is the same individual you see in person. Please note that 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 Runnur Platform by persons under the age of 18 in violation of this Agreement. We encourage you to communicate directly with each potential Runnur or User prior to engaging in an arranged run service.

Runnur is not responsible for the conduct, whether online or offline, of any User of the Runnur Platform or Services. You are solely responsible for your interactions with other Users. By using the Runnur Platform and participating in the Services, you agree to accept such risks and agree that Runnur is not responsible for the acts or omissions of Users on the Runnur Platform or participating in the Services.

Runnur 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 Runnur 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 the use of any personal information that you disclose to other Users on the Runnur Platform or through the Services. Please carefully select the type of information that you post on the Runnur 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 concerning Runnur or made available through the Runnur 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 Runnur Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Runnur 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 Runnur Platform is for basic location purposes only and is not intended to be relied upon in situations 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 Runnur, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Runnur Platform. Any of your Information, including geolocational data, you upload, provide, or post on the Runnur Platform may be accessible to Runnur and certain Users of the Runnur Platform.

Runnur advises you to use the Runnur Platform with a data plan with unlimited or very high data usage limits, and Runnur shall not responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Runnur Platform.

This paragraph applies to any version of the Runnur Platform that you acquire from the Apple App Store. This Agreement is entered into between you and Runnur. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the Runnur Platform. Runnur, not Apple, is solely responsible for the Runnur Platform and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof. This Agreement incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.

Indemnity

You will defend, indemnify, and hold Runnur 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 Runnur 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, without limitation, Runnurs, Users, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Runnur 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 Runnur; and/or (5) any other activities in connection with the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

Confidentiality

You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Runnur’s business, operations and properties, including User information (“Confidential Information”) disclosed to you by Runnur for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Runnur in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Runnur with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Runnur 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 Runnur; becomes known to you, without restriction, from a source other than Runnur without breach of this Agreement by you and otherwise not in violation of Runnur’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to Runnur to enable Runnur to seek a protective order or otherwise prevent or restrict such disclosure.