TERMS AND CONDITION
Last Updated on June 28, 2017
Welcome to ZIRX!
These Terms and Conditions (the “Terms”) govern your use of services provided by ZIRX Transportation Services, Inc. (collectively, “ZIRX,” “we” or “us”). We operate proprietary technology and software that we call the “Platform” that enables our customers to purchase and arrange for on-demand vehicle transportation (including pick-up and delivery), parking, logistical support, and ancillary vehicle services (collectively “Vehicle Services”). The Platform includes one or more mobile device applications (collectively, the “App”) and our websites, including www.zirx.com (collectively, the “Website”).
These Terms apply to all users and others who access or use the Platform, whether on behalf of a company or on their own individual behalf, including but not limited to, customers purchasing Vehicle Services, end-users that receive Vehicle Services purchased by you, and independent contractors providing Vehicle Services (collectively, “Users”).
Please read these Terms carefully to ensure that you understand each provision. By accepting these Terms, you are agreeing that disputes between you and ZIRX will be resolved by binding arbitration and you are waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.
Agreement to Terms
By accessing the Platform or using or providing Vehicle Services, as the case may be, each User agrees to be bound by these Terms. If you do not agree to these Terms, do not use the Platform
To access most of the Platform and to purchase or perform Vehicle Services, Users may be asked to enter into separate agreements from time to time with ZIRX and with ZIRX Affiliates to the extent those ZIRX Affiliates operate different components of the Platform (collectively, “Separate Agreements”). As used in these Terms, an “Affiliate” of, or person affiliated with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the person specified. As used in these Terms, “control,” including the terms “controlling,” “controlled by” and “under common control with,” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. If any provision of these Terms expressly conflicts with any provision of a Separate Agreement, the conflicting provision in the Separate Agreement will control and all other provisions in these Terms and each Separate Agreement will remain in full force and effect.
Changes to Terms and Conditions
We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms at this website, on the Platform or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Platform after we have posted modified Terms on the Platform, you are manifesting your intent to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you can’t use the Platform anymore. Because the Platform will continue to evolve, we may change or discontinue all or any part of the Platform or the Vehicle Services, at any time and without notice, at our sole discretion.
Eligibility to Use the ZIRX Platform
Users may use the Platform only if they are (a) 18 years or older, (b) capable of forming a binding contract, and (c) not barred from using the Platform under applicable law.
Registration and Your Information
If you want to access and use the Platform, you may be required to create an account (“Account”). You can do this via the Website, the App or through your account with certain third-party social networking services such as Facebook (each, an “SNS Account”). If you choose the SNS Account option, we’ll create your Account by extracting from your SNS Account certain personal information such as your name, email address and other personal information that your privacy settings on the SNS Account permit us to access. If you do not maintain current information with us, we may have to suspend or terminate your Account. You agree that you won’t disclose your account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You are responsible for all activities that occur under your Account, whether or not you know about them.
Please review the section below titled “Limitation of Liability” which limits ZIRX’s liability for damage to vehicles that occurs in connection with Vehicle Services.
Users are responsible for the full functionality of their vehicles. If a vehicle fails to function properly at or after being dropped off to ZIRX or one of ZIRX’s agents, including mechanical, electrical, or other failures, while in the possession of ZIRX, a ZIRX Affiliate, or a User providing Vehicle Services, the User that owns or dropped off the Vehicle will be solely responsible for any towing fees, storage fees, roadside assistance fees, and repair costs incurred to safely transport and store the vehicle (“Vehicle Failure Charges”). If practicable, you or your customer will be contacted before any Vehicle Failure Charges are incurred. However, we reserve the right to incur Vehicle Failure Charges without notifying you or your customer or obtaining your consent or your customer’s consent as we deem appropriate. You agree that Vehicle Failure Charges may be charged to your payment method designated in any Separate Agreements.
Users are responsible for the full functionality of their vehicles. If a vehicle fails to function properly at or after being dropped off to ZIRX or one of ZIRX’s agents, including mechanical, electrical, or other failures, while in the possession of ZIRX, a ZIRX affiliate, or a User providing Vehicle Services, the User that owns or dropped off the Vehicle will be solely responsible for any towing fees, storage fees, roadside assistance fees, and repair costs incurred to safely transport and store the vehicle (“Vehicle Failure Charges”). If practicable, you or your customer will be contacted before any Vehicle Failure Charges are incurred. However, we reserve the right to incur Vehicle Failure Charges without notifying you or your customer or obtaining your consent or your customer’s consent as we deem appropriate. You agree that Vehicle Failure Charges may be charged to your payment method designated in any Separate Agreements.
If you or your customer become subject to a parking or traffic citation or other fine or sanction that you believe was incurred during the performance of Vehicle Services (each, a “Citation”), you must submit a claim for such Citation to ZIRX within ten days of receiving notice of such Citation. If you fail to submit your claim within the ten-day period, you waive any right to reimbursement from ZIRX or any of its Affiliates for such Citation. You agree to provide ZIRX any information or documentation that ZIRX may require in order to verify a claim for reimbursement for a Citation. Neither ZIRX nor any of its Affiliates will be responsible for any Citations that are issued as a result of your negligence, including, without limitation, Citations issued as a result of your or your customer’s failure to maintain a vehicle.
If ZIRX reasonably believes that the vehicle a User drops off is stolen property, ZIRX reserves the right to report the vehicle to the proper authorities and to retain the vehicle until ZIRX determines, in its reasonable discretion, that the User has the right to possession of the vehicle.
Content and Content Rights
For purposes of these Terms: (a) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Platform; and (b) “User Content” means any Content that Users provide to be made available through the Platform. Content includes without limitation User Content.
Content Ownership, Responsibility and Removal
ZIRX does not claim any ownership rights in any User Content that you make available through the Platform and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, ZIRX Technologies, Inc., a Delaware corporation, and its licensors exclusively own all right, title and interest in and to the Platform and Content, including all associated intellectual property rights. You acknowledge that the Platform and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform or Vehicle Services.
Rights in User Content Granted by You
By making any User Content available through the Platform, you hereby grant to ZIRX and each of its Affiliates a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Platform and Content to you and to other Users.
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Platform, nor any use of your User Content by ZIRX or other Users on or through the Platform will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You can remove your User Content by specifically deleting it. However, in certain instances, some of your User Content may not be completely removed and copies of your User Content may continue to exist on the Platform. Neither ZIRX nor its Affiliates are responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
Rights in Content Granted by ZIRX
Subject to your compliance with these Terms, ZIRX grants you a limited, non-exclusive, non-transferable, non-sublicenseable license to access and view the Content solely in connection with your permitted use of the Platform.
Rights and Terms for Apps
Rights in App Granted by ZIRX
Subject to your compliance with these Terms, ZIRX grants you a limited non-exclusive, non-transferable, non-sublicensable license to download and install copies of the App on mobile devices that you own or control and to run such copy of the App solely in connection with your permitted use of the Platform. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (a) copy, modify or create derivative works based on the App; (b) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (c) reverse engineer, decompile or disassemble the App; or (d) make the functionality of the App available to multiple users through any means. ZIRX and its affiliates reserve all rights in and to the App not expressly granted to you under these Terms. This license shall automatically terminate if you violate any of these restrictions and may be terminated by us at any time. Upon termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
Additional Terms for App Store Apps
If you accessed or downloaded the App from the Apple App Store, then you agree to use the App only: (a) on an Apple-branded product or device that runs iOS (Apple’s proprietary operating system software); and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service.
If you accessed or downloaded the App from any app store or distribution platform (like the Apple App Store, Google Play or the Amazon Appstore) (each, an “App Provider”), then you acknowledge and agree that:
- These Terms are established between you and ZIRX, and not with App Provider, and that, as between ZIRX and the App Provider, ZIRX is solely responsible for the App.
- App Provider has no obligation to furnish any maintenance and support services with respect to the App.
- In the event of any failure of the App to conform to any applicable warranty, you may notify App Provider and App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of an App to conform to any warranty will be the sole responsibility of ZIRX.
- App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection or similar legislation.
- In the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, ZIRX will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim solely to the extent required by these Terms.
- App Provider and its subsidiaries are third-party beneficiaries of these Terms as related to your license of the App, and that, upon your acceptance of the terms and conditions of these Terms, App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third party beneficiary thereof.
- You must also comply with all applicable third-party terms of service when using the App.
- You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the App nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the App you represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
General Prohibitions and ZIRX’s Enforcement Rights
You agree not to do any of the following:
- Post, upload, publish, submit or transmit any Content, or otherwise conduct yourself in connection with obtaining or performing Vehicle Services in a way, that: (a) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (b) violates, or encourages any conduct that would violate, any applicable law or regulation or would subject ZIRX or any of its Affiliates to civil liability; (c) is fraudulent, false, misleading or deceptive; (d) is defamatory, obscene, pornographic, vulgar or offensive; (e) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (f) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (g) promotes illegal or harmful activities or substances.
- Use, display, mirror or frame the Platform, or any individual element within the Platform, the names, trademarks, logos, or other proprietary information of ZIRX or any of its Affiliates, or the layout and design of any page or form contained on a page on the Website or in the App, without ZIRX’s express written consent;
- Access, tamper with, or use non-public areas of the Platform, ZIRX’s computer systems, or the technical delivery systems of ZIRX’s providers;
- Attempt to probe, scan, or test the vulnerability of any ZIRX system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by ZIRX or any of ZIRX’s providers or any other third party (including another user) to protect the Platform or Content;
- Attempt to access or search the Platform or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by ZIRX or other generally available third party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a trademark, logo, URL or product name of ZIRX or any of its Affiliates without ZIRX's express written consent;
- Use the Platform or Content, other than User Content, for any commercial purpose or in any manner not permitted by these Terms;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Platform or Content to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Platform or Content;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Platform;
- Collect or store any personally identifiable information from the Platform from other Users without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the Platform or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Platform, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Platform. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Links to Third Party Websites or Resources
The Platform may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. The inclusion of any link does not imply endorsement by ZIRX of the site. Use of any such linked website is at the user’s own risk. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.
We may terminate or suspend your access to and use of the Platform, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time via the Platform. Upon any termination, discontinuation or cancellation of your access to the Platform, Vehicle Services, or your Account, the following sections will survive: “User Content,” “Termination,” “Warranty Disclaimers,” “Assumption of Risk and Indemnity,” “Limitation of Liability,” “Dispute Resolution,” and “General Terms.”
THE PLATFORM, VEHICLE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, ZIRX AND ITS AFFILIATES EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Neither ZIRX nor any of its Affiliates make any warranty that the Platform, Vehicle Services or Content will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Neither ZIRX nor any of its Affiliates make any warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any of the Platform, Vehicle Services or Content.
Assumption of Risk and Indemnity
THE PARKING FACILITIES AND OTHER VEHICLE SERVICE FACILITIES USED BY ZIRX ARE PROVIDED BY THIRD PARTY PROVIDERS. BY UTILIZING VEHICLE SERVICES, YOU, AS A USER, AUTHORIZE ZIRX TO STORE YOUR VEHICLE IN ANY ONE OF SUCH PARKING FACILITIES, SUBJECT TO THE POLICIES OF SUCH FACILITY THEN IN EFFECT. YOU KNOWINGLY AND FREELY ASSUME ALL RISK WHEN USING THE PLATFORM OR VEHICLE SERVICES, INCLUDING PARKING SERVICES. YOU, AS EITHER A PURCHASER OR PROVIDER OF VEHICLE SERVICES, ON BEHALF OF YOURSELF, YOUR PERSONAL REPRESENTATIVES, YOUR HEIRS, YOUR AFFILIATES, AND YOUR CUSTOMERS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY ZIRX AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, SERVICE PROVIDERS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR (A) ACCESS TO OR USE OF THE PLATFORM, VEHICLE SERVICES OR CONTENT (B) RECEIPT OF VEHICLE SERVICES, OR (C) VIOLATION OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE PLATFORM OR VEHICLE SERVICES.
Limitation of Liability
NEITHER ZIRX, ITS AFFILIATES NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE PLATFORM, VEHICLE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, VEHICLE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ZIRX, ITS AFFILIATES OR SUCH OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EXCEPT AS OTHERWISE SET FORTH HEREIN, NEITHER ZIRX NOR ANY OF ITS AFFILIATES WILL HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY THAT ARISES OUT OF OR RELATES TO ANY USER’S PROVISION OR ANY THIRD PARTY’S PROVISION OF VEHICLE SERVICES OR ANY DISPUTE, CONTROVERSY OR CLAIM THAT ARISES OUT OF OR RELATES TO SUCH USER’S ACTIONS OR INACTIONS OR PROVISION OF VEHICLE SERVICES.
WITHOUT LIMITING THE COVERAGE OF ZIRX’S INSURANCE POLICY AS DESCRIBED HEREIN OR ANY OTHER LIMITATIONS OR EXCLUSIONS OF LIABILITY IN THESE TERMS, IN NO EVENT WILL THE LIABILITY OF ZIRX AND ITS AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE PLATFORM, VEHICLE SERVICES, OR CONTENT EXCEED $1,000. THE ASSUMPTION OF RISK AND LIMITATION OF LIABILITY SET FORTH ABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN ZIRX AND YOU.
If Users enter into a Separate Agreement with ZIRX that describes the manner in which any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Platform, Vehicle Services, or Content (collectively, “Disputes”), such Separate Agreement will govern the resolution of Disputes and will supersede this section titled “Dispute Resolution.”
Disputes between You and a Third Party
Because certain Vehicle Services involve the utilization of third party parking or service facilities, in the event that you have a dispute with a third party in connection with the Platform, ZIRX may, in its sole discretion, facilitate communication between you and the third party in connection with such dispute. If such a dispute is unable to be resolved between you and the third party, ZIRX may, in its sole discretion, and where feasible, intervene in such dispute and take any actions we deem appropriate.
These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.
Agreement to Arbitrate
You and ZIRX agree that any Disputes will be settled by binding arbitration, except that each party retains the right: (a) to bring an individual action in small claims court and (b) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (b), an “IP Protection Action”). The exclusive jurisdiction and venue of any IP Protection Action will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You acknowledge and agree that you and ZIRX are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and ZIRX otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
IF YOU WISH TO OPT OUT OF THE WAIVER TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTIONS OR REPRESENTATIVE PROCEEDINGS, YOU MUST SEND A LETTER REQUESTING AN OPT OUT OF THE CLASS AND REPRESENTATIVE ACTION WAIVER, TO ZIRX AT 489 CLEMENTINA STREET, 2ND FLOOR, SAN FRANCISCO, CA 94103 WITHIN 30 DAYS OF FIRST USING THE PLATFORM OR ANY VEHICLE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT IF YOU SEND SUCH LETTER, IT WILL BE SENT TO ZIRX BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED.
The arbitration will be administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures provided in those Rules (the “JAMS Rules”) then in effect (excluding any Class Action Rules). (The JAMS Rules are available at www.jamsadr.com/rules-clauses/ or by calling JAMS at 1-800-352-5267.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. (JAMS provides a form Demand for Arbitration Before JAMS at http://www.jamsadr.com/files/Uploads/Documents/JAMS_Arbitration_Demand.pdf.) The parties agree that the arbitration shall take place before one arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from JAMS’ roster of arbitrators. If the parties are unable to agree upon an arbitrator within 7 days of delivery of the Demand for Arbitration, then JAMS will appoint the arbitrator in accordance with the JAMS Rules.
Arbitration Location and Procedure
Unless you and ZIRX otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and ZIRX submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. Subject to the JAMS Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the JAMS Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. ZIRX will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Your responsibility to pay any JAMS filing, administrative and arbitrator fees will be solely as set forth in the JAMS Rules. However, if your claim for damages does not exceed $75,000, ZIRX will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your demand for arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Changes to Dispute Resolution Section
Notwithstanding the provisions of the “Changes to Terms and Conditions” section above, if ZIRX changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to firstname.lastname@example.org) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of ZIRX’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and ZIRX in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
Revisions and Errata
The materials appearing on the Platform could include technical, typographical, or photographic errors. We do not warrant that any of the materials on the Platform are accurate, complete, or current. We may make changes to the materials contained on the Platform at any time without notice. We do not, however, make any commitment to update the materials.
We welcome feedback, comments and suggestions for improvements to the Platform or Vehicle Services (“Feedback”). You can submit Feedback in the App. You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
These Terms, together with any amendments and any Separate Agreements you may enter with ZIRX in connection with the Platform, constitute the entire and exclusive understanding and agreement between ZIRX and you regarding the Platform and Vehicle Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between ZIRX and you regarding the Platform and Vehicle Services. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.
You may not assign or transfer these Terms, by operation of law or otherwise, without ZIRX’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. ZIRX may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Any notices or other communications provided by ZIRX under these Terms, including those regarding modifications to these Terms, will be given by ZIRX: (a) via email; or (b) by posting to the Platform.
ZIRX’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of ZIRX. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
If you have any questions about these Terms, please contact us at email@example.com or at the following postal address:
ZIRX Transportation Services, Inc.
489 Clementina Street, 2nd Floor
San Francisco, CA 94103