Effective Date: July 15, 2018
PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS YOU AND EXPEDITE HAVE AGAINST EACH OTHER CAN BE BROUGHT (SEE SECTION 30 BELOW). THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST EXPEDITE TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. AS A PROVIDER, YOU HAVE AN OPPORTUNITY TO OPT OUT OF ARBITRATION WITH RESPECT TO CERTAIN CLAIMS AS PROVIDED IN SECTION 30.
MATERIAL TERMS AND NOTICES
- The Expedite Platform connects you to other users of the App. You are neither an employee or subcontractor of Expedite.
- The use of the Expedite Platform and App may be subject to separate third-party terms of service and fees, including, without limitation, such terms of service and fees imposed by your mobile network operator (the “Carrier”), including fees charged for data usage and overage, which are your sole responsibility;
- The App is provided “as is” without warranties of any kind and Expedite’s liability to you is limited;
- Access to certain features of the Expedite Platform may require access to information about the location of your device, such as GPS coordinates;
- We may, without further notice or warning and in our discretion, access, store, use, and disclose the messages, call transcripts, and data about the calls/messages between and among Users (as defined in Section 2) that occur through the Expedite Platform for our business purposes, including to provide and improve customer service and the Expedite Platform, fraud prevention, and to identify violations of this Agreement;
- You agree not to circumvent the Expedite Platform by scheduling and/or paying for services outside the scope of the App; and,
- You agree to and acknowledge the “Notice Regarding Apple” in Section 38 below.
2. Expedite Platform Connects Users
Unless otherwise disclosed, Providers are deemed to be unlicensed. Please note that in certain markets, Provider may be required to have certification/registration to perform certain Services. For example, regulations applicable in certain markets require certification/registration to perform certain legal services. Accordingly, Users must determine for themselves whether a Provider is qualified to perform the requested Service. Users should consult their state or local requirements to determine whether certain Services are required to be performed by a certified/registered professional.
ANY DECISION BY USERS TO OFFER OR ACCEPT SERVICES THROUGH THE EXPEDITE PLATFORM IS A DECISION MADE IN SUCH USER’S SOLE DISCRETION. EACH SERVICE PROVIDED BY A PROVIDER TO ITS CUSTOMER SHALL CONSTITUTE A SEPARATE AGREEMENT BETWEEN THAT PROVIDER AND USER. PROVIDERS ARE INDEPENDENT CONTRACTORS AND NOT EMPLOYEES OR SUBCONTRACTORS OF EXPEDITE. EXPEDITE MAKES NO REPRESENTATION AND IS NOT RESPONSIBLE FOR THE PEFORMANCE OF USERS, NOR DOES IT HAVE CONTROL OVER OR MAKE REPRESENTATIONS REGARDING THE QUALITY, TIMING, LEGALITY, FAILURE TO PROVIDE, OR ANY OTHER ASPECT WHATSOEVER RELATING TO ANY SERVICES. EXPEDITE DOES NOT HAVE CONTROL OVER THE QUALITY, TIMING OR LEGALITY OF SERVICES DELIVERED BY PROVIDERS. EXCEPT AS OTHERWISE SET FORTH HEREIN, EXPEDITE IS NOT AFFILIATED WITH, ENDORSED OR SPONSORED BY ANY PROVIDER.
3. Provider Background
Expedite requires each Provider to submit a profile picture. Expedite does not perform background and identity checks on each Provider; therefore, Expedite cannot confirm that each Provider is who they claim to be. Expedite cannot and does not assume any responsibility for the accuracy or reliability of the identity information or any information provided through the Service.
YOU ACKNOWLEDGE AND AGREE THAT EXPEDITE IS NOT LIABLE FOR DAMAGE THAT MIGHT ARISE OUT OF THE SERVICES. EXPEDITE IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER INCLUDING PROVIDERS, AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY SERVICES. Each User should exercise caution and common sense to protect their personal safety and property, just as you would when interacting with any person with whom you do not know.
4. Job Fees for Services and Additional Services
a. Job Fee. Users shall be charged pursuant to the rates quoted via the Expedite Platform at the time the Service is scheduled, which shall be based either on the stated parameters of the Services. Expedite has the authority and reserves the right to determine and modify pricing by posting revised applicable Job Fees to your market though the App, which will be disclosed to you prior to your submission as a User or acceptance as a Provider of a Service request. You are responsible for reviewing the applicable Job Fee prior to the submission or acceptance of a Service. As a User, you shall be responsible for all incurred Job Fees charged under your User account regardless of your awareness of such Job Fees or the amounts thereof. Similarly, as a Provider, you agree that the Job Fees for the Services that you perform shall be the amount disclosed to you prior to your acceptance of a Service regardless of your awareness of such Job Fees or the amount thereof.
Users of the Expedite Platform contract for the Services directly with other service providers. Except as set forth in Section 33 below, Expedite is not a party to any contracts for the Services. The Expedite Platform facilitates these contracts by supplying a medium through which Users can connect with Providers, schedule the Services, and make payments for the Services directly from the User to the Provider. Notwithstanding the foregoing, Users may not circumvent the Expedite Platform by using the Expedite Platform to connect with Providers and then engage those Providers for Services outside of the Expedite Platform.
a. Payment Processing Service. To facilitate payment for the Services, each User is required to register a credit card and each Provider is required to register using the Provider’s bank account details. You authorize us and the payment processing service retained by us (currently, Stripe) to facilitate the transaction of the Services and the payment remittance of all applicable charges and fees between you and other Users and between you and us. All payments transacted through Stripe shall be subject to the Stripe Connected Account Agreement, located at https://stripe.com/payment-terms/legal which includes the Stripe Terms of Service, located at https://stripe.com/us/terms (collectively, the “Stripe Services Agreement”). By agreeing to this Agreement, 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 Expedite facilitating payment processing services through Stripe, you agree to provide Expedite accurate and complete information about you and, if applicable, your business, and you authorize Expedite to share it and transaction information related to your use of the payment processing services provided by Stripe.
b. Customer Payments. As a User, we will charge your credit card according to the amount of all Services you scheduled through the Expedite Platform, which amount will include the Job Fee applicable to the Services that were provided to you by your Provider and a platform fee of up to six percent (6%), which is used, in part, to offset the expense of providing you the Expedite Guarantee set forth in Section 6. You hereby authorize us to charge the credit card on file in your account for such amounts upon verification of the completion of the scheduled Services or as soon as two (2) hours after a Service is completed, if there is no filed complaint with respect to such Service or if such complaint has been otherwise resolved as determined by Expedite in its sole discretion. We retain the right, in our sole discretion, to place a hold on your credit card for an ordered or completed Service transaction. Any payments paid outside of the Expedite Platform are not subject to the Expedite Guarantee and is a violation of the terms of this Agreement.
Except for the Expedite Guarantee, no refunds or credits will be provided once the User’s credit card has been charged. While we will use commercially reasonable efforts to protect all credit card and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and you agree to hold us harmless for any damages that may result therefrom. The Job Fee quoted is exclusive of taxes. Expedite is not responsible or liable for any taxes incurred in connection with the Service excluding taxes on Expedite’s income. Users will be liable for all transaction taxes on the Service(s) provided (other than taxes based on Expedite’s income).
c. Provider Payments. As a Provider, upon your satisfactory performance of a Service for the User as a self-employed service provider through the Expedite Platform, and upon User’s payment for such Services, you will receive the applicable Job Fee for the Service (net of the applicable Use Fee, as discussed below). Expedite 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. You expressly authorize Expedite to pre-set the prices on your behalf for all Job Fees that apply to the provision of Services that you provide through the Expedite Platform. Expedite reserves the right to withhold all or a portion of Job Fees if it believes that you have attempted to defraud or abuse Expedite or Expedite’s payment systems.
Use Fee. As a Provider, in exchange for permitting you to offer your services through the Expedite Platform, you agree to pay Expedite (and permit Expedite to retain) a fee of up to twenty percent (20%) based on each transaction in which you provide. The amount of the applicable Use Fee will be communicated to you in the FAQ section found at the Expedite.legal Website. Expedite reserves the right to change the Use Fee at any time in Expedite’s discretion and Expedite will provide you with notice in the event of such change. Continued use of the Expedite Platform after any such change in the Use Fee calculation shall constitute your consent to such change.
6. Expedite Guarantee
Our Expedite Guarantee is that the Service you order and pay for will be performed as described in the description of the Service when you ordered it. If you have ordered and paid for a Service, but you believe the Service was not performed in accordance with the Expedite Guarantee, you must report the issue within twenty-four (24) hours of the Service appointment to our Support Center at support@Expedite.legal and respond to all follow-up questions requested of you from the Support Center and you may be eligible for the Expedite Guarantee Remedies. The “Expedite Guarantee Remedies” are as follows: If we determine that a Service does not meet the Expedite Guarantee, we will, in our sole discretion, refund the payment you actually made for such Service. The amount of the Expedite Guarantee is limited to any payment you made for the Service. The Expedite Guarantee does not apply to any other cost, liability, damage, injury, or claim arising from or in connection with the Services. To be clear, the Expedite Guarantee does not apply to any payments made for Services not scheduled and paid for through the Expedite Platform. THIS SECTION 6 STATES EXPEDITE’S SOLE AND EXCLUSIVE LIABILITY, AND USER’S SOLE AND EXCLUSIVE REMEDY, FOR ANY DAMAGES OR CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES.
7. Service Cancellation
Expedite’s cancellation policy for specific Services is as follows:
Cancellation by User. As a User, you may cancel your scheduled Service request through the App only UP AND UNTIL a Provider ‘Accepts’ the job. If you cancel after that, you will be charged the cost of the minimum first-hour appearance for the particular service you requested. Please make every effort to utilize the in-app communication feature to text or call the Provider to inform them of the cancellation.
Services Booked 24 Hours in Advance
If you cancel more than 24 hours before a scheduled Service appointment, there is no cancellation fee.
If you cancel between 2-24 hours before a scheduled Service appointment, there is no cancellation fee.
If you cancel less than 2 hours before a Service appointment, you will be charged an appearance and cancellation fee, equal to the cost of the minimum first-hour appearance for the particular service you requested.
Services Booked Less 24 Hours in Advance
“Now” Service Request: If you cancel a scheduled service that was booked after a Provider has accepted, you will be charged a cancellation fee equal to the cost of the minimum first-hour appearance for the particular service you requested.
“Today” Service Request: If you cancel less than 2 hours before a Service appointment, you will be charged an appearance and cancellation fee, equal to the cost of the minimum first-hour appearance for the particular service you requested.
b. Cancellation by Provider. As a Provider, you may cancel your scheduled Service request through the App, but this may result in the suspension or deactivation of your account within Expedite. If you are more than 5 minutes late for a scheduled appointment (note: the scheduled time for a “Now” appointment is ASAP from when you are selected by the User) or fail to complete a scheduled Service, you shall be deemed to have cancelled such appointment. Should you need to cancel a scheduled Service appointment, which is HIGHLY DISCOURAGED, you must utilize the in-app communication to either text or call the User so they may resubmit the request for Service. Expedite cannot guarantee that a cancelled Service appointment will be selected by another Provider and rescheduled or that the Service request will be completed. Thus, your cancellation or failure to timely show up to perform a scheduled appointment could negatively impact the User and the Platform. As a result, such conduct may adversely impact your rating amongst Users. PLEASE BE ADVISED THAT YOUR CANCELLATION OF ANY APPOINTMENTS IS A VIOLATION OF THE TERMS OF THIS AGREEMENT, WHICH MAY RESULT IN THE SUSPENSION OR DEACTIVATION OF YOUR PROVIDER ACCOUNT.
8. Provider Access Fee
As a Provider, you are required to pay a monthly access fee during any calendar month in which you complete a “Now and Today” Service. The access fee shall be $2.99 per month (the “Access Fee”). You instruct and authorize Expedite to deduct the Access Fee from the Job Fee of the first job(s) you complete in a calendar month for “Now and Today” featured jobs.
As a Provider, you are required to pay a monthly access fee during any calendar month in which you complete a “Future” Service. The access fee shall be $9.99 per month (the “Access Fee”). You instruct and authorize Expedite to deduct the Access Fee from the Job Fee of the first job(s) you complete in a calendar month for “Future” featured jobs.
You acknowledge that Expedite reserves the right, at any time, to modify its Access Fees and billing methods.
To help maintain the quality of the Expedite Platform, Users will have the opportunity to rate Providers after the completion of Services. Customers will see Provider ratings before selecting a Provider for a job so each rating a User gives can have an impact on that Provider’s future on the Expedite Platform.
We may, without further notice or warning and in our discretion, monitor or record telephone conversations that we have with you or anyone acting on your behalf for quality control and training purposes or to protect our rights. We may, without further notice or warning, and in our discretion, access, store, use, and disclose the messages, call transcripts, and data about the calls/messages between and among Users that occur through the Expedite Platform for our business purposes, including to provide and improve customer service and the Expedite Platform, fraud prevention, and to identify violations of this Agreement.
11. Location Coordinates
To schedule and accept Services, you must possess an iOS or Android smartphone capable of accessing the Expedite Platform (the “Mobile Device”). As a Provider, you hereby acknowledge and consent to Expedite’s collection of the latitude and longitude location (“Location Coordinates”) of your Mobile Device so that we can provide services to Users. For example, we may collect Location Coordinates when you select “Directions” or equivalent on the App for the purpose of providing support in case you and your Customer cannot find each other and ending upon your notification to your Customer and Expedite that you arrived at the Service location by selecting “I Have Arrived!” or the equivalent on the App (the “Tracking Period”). In addition, while in Provider mode, Expedite collects the Location Coordinates of the Mobile Device on which the Expedite Platform is installed for other purposes, including for the purpose of referring Services to you from potential Customers in your vicinity, protecting the safety of Customers and Providers and for legal purposes (such as to enforce our agreements). Expedite does not collect or use Location Coordinates data for the purpose of controlling or monitoring the manner and means by which you provide the Services contemplated by this Agreement, or the frequency with which you use the Expedite Platform to book Services. By executing this Agreement, you agree to the use and disclosure of Location Coordinates information as described above.
12. Accessing the Expedite Platform and Account Security
We reserve the right to withdraw or amend the Expedite Platform, and any service we provide on the Expedite Platform, in our sole discretion without notice. We will not be liable if for any reason that all or any part of the Expedite Platform is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Expedite Platform, or the entire Expedite Platform, to Users for any reason or no reason.
You are responsible for:
Making all arrangements necessary for you to have access to the Expedite Platform.
Ensuring that all persons who access the Expedite Platform through your account are aware of this Agreement and comply with them.
If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the Expedite Platform or portions of it using your user name, password or other security information, including Third-Party Site Password. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.
We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of this Agreement.
THE SERVICE IS ONLY A VENUE FOR CONNECTING USERS. EXCEPT AS OTHERWISE SET FORTH HEREIN, EXPEDITE IS NOT AFFILIATED WITH ANY CARRIER, PROVIDER, OR THIRD-PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY CARRIER, PROVIDER, OR THIRD-PARTY SERVICE, OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICE, IS DIRECTLY BETWEEN YOU AND THAT THIRD PARTY, AND YOU IRREVOCABLY RELEASE EXPEDITE (AND OUR OFFICERS, DIRECTORS, AGENTS, INVESTORS, SUBSIDIARIES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
14. Limited License; Intellectual Property Rights
You may not modify, alter, reproduce or distribute the Expedite Platform. You may not directly rent, lease, lend, sell, redistribute or sublicense the Expedite Platform. You must not decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of any portion of the Expedite Platform, any updates, or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or the terms of any Third-Party Service), nor attempt to disable or circumvent any security or other technological measure designed to protect the Expedite Platform or any content available through the Expedite Platform.
The Expedite Platform and its entire contents, features and functionality (including, but not limited to, all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Expedite, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
You must not:
Modify copies of any materials from this site.
Use any illustrations, photographs, video or audio sequences or any graphics separately from the accompanying text.
Delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from this site.
You must not access or use for any commercial purposes any part of the Expedite Platform or any services or materials available through the Expedite Platform.
15. Prohibited Uses
You may use the Expedite Platform only for lawful purposes and in accordance with this Agreement. You agree not to use the Expedite Platform:
In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
For the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.
To impersonate or attempt to impersonate Expedite, a Expedite employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or screen names associated with any of the foregoing).
To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Expedite Platform, or which, as determined by us, may harm Expedite or users of the Expedite Platform or expose them to liability.
Additionally, you agree not to:
Use the Expedite Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Expedite Platform, including their ability to engage in real time activities through the Expedite Platform.
Use any robot, spider or other automatic device, process or means to access the Expedite Platform for any purpose, including monitoring or copying any of the material on the Expedite Platform.
Use any manual process to monitor or copy any of the material on the Expedite Platform or for any other unauthorized purpose without our prior written consent.
Use any device, software or routine that interferes with the proper working of the Expedite Platform.
Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Expedite Platform, the server on which the Expedite Platform is stored, or any server, computer or database connected to the Expedite Platform.
Attack the Expedite Platform via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempt to interfere with the proper working of the Expedite Platform.
16. Digital Millennium Copyright Act
We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Expedite Platform, you may contact our Designated Agent at Expedite, LLC, 1497 Main Street, Suite 214, Dunedin, FL 34698 or support@Expedite.legal.
Any notice alleging that materials hosted by or distributed through the Expedite Platform infringe intellectual property rights must include the following information:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
a description of the copyright-protected work or other intellectual property right that you claim has been infringed;
a description of the material that you claim is infringing and where it is located on the Expedite Platform;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the use of those materials on the Expedite Platform is not authorized by the copyright owner, its agent, or the law; and
a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Repeat Infringers. Expedite will promptly terminate without notice the accounts of users that are determined by Expedite to be “Repeat Infringers” to the fullest extent permitted under applicable law. A Repeat Infringer is a user who has been notified of infringing activity or has had User Contributions (as defined in Section 17 below) removed from the Expedite Platform at least twice.
17. User Contributions
The Expedite Platform may contain profiles that allow Users to request, submit, publish, display or transmit to Providers on or through the Expedite Platform, including User-supplied profile pictures.
You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Expedite, are fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.
We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Expedite Platform.
In exchange for the right to use the Expedite Platform, Users who post their User Contributions hereby irrevocably grant to Expedite the following rights in connection with the display, distribution, transmission, or broadcasting on any media, including the internet, of their User Contributions in connection with the Expedite Platform:
18. Monitoring and Enforcement
We have the right to:
Remove or refuse any request submitted by any User for any or no reason in our sole discretion.
Disclose your identity or other information about you to any third party who claims that you violated their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Expedite Platform.
Terminate or suspend your access to all or part of the Expedite Platform for any or no reason, including without limitation, any violation of this Agreement.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Expedite Platform. YOU WAIVE AND HOLD HARMLESS EXPEDITE AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Expedite with respect to User Service Requests.
19. User Disputes.
We understand that occasionally disputes may arise between or among our Users. In the event a dispute initiated by either a Provider or a User cannot be resolved independently, you hereby agree, at Expedite’s request, to participate with good faith, to the extent you are reasonably able to do so, in a neutral resolution, mediation or arbitration process conducted by Expedite or a neutral third-party mediator or arbitrator selected by Expedite. Notwithstanding the foregoing, you acknowledge and agree that Expedite is under no obligation to become involved in or impose resolution in any dispute between or among Users or any third-party.
20. Provider Provisions
a. Insurance. As a Provider, you acknowledge and agree that it is your responsibility to maintain in full force and effect adequate errors and omissions insurance, liability, and other forms of insurance with policy limits sufficient to protect and indemnify Expedite and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from the conduct, acts, or omissions of you or your assistants, agents, contractors, servants, or employees.
b. Equipment. As a Provider, you are solely responsible for any costs or expenses incurred by you in connection with the performance of the Services, and in no event shall Expedite reimburse, or be required to reimburse, you for any machines, computers, materials, costs or expenses used in connection with the Services. You shall furnish and maintain, at your own expense, the machines, computers, equipment, supplies and other materials used to perform the Services. You, at your sole discretion, shall determine what equipment, supplies, and materials are necessary to perform the Services, and where, when, and at what cost to purchase or maintain any necessary equipment, supplies, machines and materials. You are not required to purchase any equipment, supplies or materials from Expedite at any time.
c. Representations. By providing Services as a Provider on the Expedite Platform, you represent, warrant, and agree that: (i) you are solely responsible for obtaining the necessary licenses and/or certifications/registrations for performance of the Services; (ii) you will not transfer or sell your User account, password and/or identification to any other party; (iii) you will be solely responsible for any and all liability that results from or is alleged as a result of your provision of Services, including, but not limited to personal injuries, death and property damages; (iv) you will comply with all applicable laws, rules and regulations while providing Services, and you will be solely responsible for any violations of such provisions; (v) you will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by you; and (vi) you will not attempt to defraud Expedite in connection with your provision of Services.
d. Reimbursement of Resolution Costs. Notwithstanding anything set forth herein to the contrary, you further represent, warrant, and agree (i) to pay all reasonable out-of-pocket expenses incurred by Expedite in connection with the resolution of any property damage or other claims resulting from a Service you performed for a User, and (ii) that Expedite shall have the right to suspend your Provider account until it has received payment in full for all such reimbursable amounts.
21. Third-Party Software
22. Terms and Termination
This Agreement is effective upon your creation of a User account, as amended by any modifications made pursuant to Section 1. You may discontinue your use of the Expedite Platform or participation in the Services at any time, for any reason. We may suspend or deactivate your User account (either as a Provider and/or Customer), or revoke your permission to access the Expedite Platform, at any time, for any reason, upon notice to you. We reserve the right to refuse access to the Expedite Platform to any User for any reason not prohibited by law. Either party may terminate the Agreement for any reason upon written notice to the other party. The terms of this Agreement, and any subsequent modifications of this Agreement, shall remain in effect at all times after you or Expedite terminate your participation or access to the Expedite Platform or Services.
23. Changes to the Expedite Platform
We may update the content on this Expedite Platform from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Expedite Platform may be out of date at any given time, and we are under no obligation to update such material.
24. Information About You and Your Visits to the Expedite Platform
25. Confidential Information
a. Expedite’s Confidential Information. You acknowledge that Confidential Information (as hereinafter defined) is a valuable, special and unique asset of Expedite and agree that you will not disclose, transfer, use (or seek to induce others to disclose, transfer or use) any Confidential Information for any purpose other than disclosure to your authorized employees and agents who are bound to maintain the confidentiality of Confidential Information. You shall promptly notify Expedite in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer or use. You shall return all originals and any copies of any and all materials containing Confidential Information to Expedite upon termination of this Agreement for any reason whatsoever. The term “Confidential Information” shall mean any and all of Expedite’s trade secrets, confidential and proprietary information and all other information and data of Expedite that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.
b. Customer’s Confidential Information. Except upon order of government authority (e.g., court, administrative agency) having jurisdiction, or upon written consent by your Customer, you agree that you shall not publish, disseminate or disclose, for your own benefit or the benefit of any third party, any confidential information regarding your Customer, including addresses, telephone numbers and/or financial information. You further agree not to engage in any activity which violates the privacy of any Customers, including, but not limited to, taking unauthorized photographs or making unauthorized audio or video recordings of your Customers or disseminating or disclosing any such photographs or recordings. You acknowledge that your failure to comply with the foregoing shall constitute a material breach of this Agreement.
26. Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Expedite Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT (INCLUDING MOBILE DEVICES), COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE EXPEDITE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE EXPEDITE PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY EXPEDITE PLATFORM LINKED TO IT.
YOUR USE OF THE EXPEDITE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE EXPEDITE PLATFORM IS AT YOUR OWN RISK. THE EXPEDITE PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE EXPEDITE PLATFORM ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER EXPEDITE NOR ANY PERSON ASSOCIATED WITH EXPEDITE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE EXPEDITE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER EXPEDITE NOR ANYONE ASSOCIATED WITH EXPEDITE REPRESENTS OR WARRANTS THAT THE EXPEDITE PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE EXPEDITE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE EXPEDITE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE EXPEDITE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
EXPEDITE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
27. Limitation on Liability
IN NO EVENT WILL EXPEDITE, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE EXPEDITE PLATFORM, ANY EXPEDITE PLATFORMS LINKED TO IT, ANY CONTENT ON THE EXPEDITE PLATFORM OR SUCH OTHER EXPEDITE PLATFORMS OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE EXPEDITE PLATFORM OR SUCH OTHER EXPEDITE PLATFORMS, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
You agree to defend, indemnify and hold harmless Expedite, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of this Agreement or your use of the Expedite Platform, including, but not limited to, any use of the Expedite Platform’s content, services and products other than as expressly authorized in this Agreement or your use of any information obtained from the Expedite Platform.
29. Dispute Resolution; Arbitration of Claims
Generally, in the interest of resolving disputes between you and Expedite in the most expedient and cost effective manner, YOU AND EXPEDITE MUTUALLY AGREE THAT EVERY DISPUTE ARISING IN CONNECTION WITH THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND EXPEDITE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
a. Exceptions. Nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address an intellectual property infringement claim.
b. Arbitrator. Any arbitration between you and Expedite will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and filing forms are available online at http://www.adr.orgby calling the AAA at 1-800-778-7879, or by contacting Expedite.
c. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice”). Expedite’s address for Notice is: Expedite, LLC, 1497 Main Street, Suite 214, Dunedin, Florida 34698, Attn: Legal Department. The Notice must: (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Expedite may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Expedite must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Expedite will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Expedite in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
d. Fees. If you commence arbitration in accordance with this Agreement, Expedite will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Pinellas County, Florida, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (i) solely based on documents submitted to the arbitrator; (ii) through a non-appearance based telephone hearing; or (iii) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Expedite for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
e. No Class Actions. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, YOU AND EXPEDITE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
Further, unless both you and Expedite agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding, to the fullest extent permitted under applicable law.
f. Modifications to this Arbitration Provision. If Expedite makes any future change to this arbitration provision, other than a change to Expedite’s address for Notice, you may reject the change by sending us written notice within 30 days of the change to Expedite’s address for Notice, in which case your account with Expedite will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
g. Enforceability. If any part of this section is found to be unenforceable, then the entirety of this section will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in this Agreement will govern any action arising out of or related to this Agreement. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
h. Provider Opt-Out of Arbitration. For Providers, arbitration is not a mandatory condition of this Agreement with respect to any dispute or claims brought by Expedite against a Provider, or for disputes or claims brought by a Provider against Expedite that: (i) are based on an alleged employment relationship between Expedite and a Provider; (ii) arise out of, or relate to, Expedite’s actual deactivation or suspension of a Provider account or a threat by Expedite to deactivate or suspend a Provider account; (iii) arise out of, or relate to, Expedite’s actual termination of a Provider’s Agreement with Expedite, or a threat by Expedite to terminate a Provider’s Agreement; or (iv) arise out of, or relate to, Job Fees (as defined in this Agreement, including Expedite’s Use Fee or tips, other than disputes relating to referral bonuses, other Expedite promotions, or consumer-type disputes (the subset of Claims in subsections (i)-(iv) shall be collectively referred to as “Provider Claims”).
If you do not want to be subject to this Dispute Resolution provision with respect to Provider Claims, you may opt out by notifying the Company in writing of your decision, either by sending, within thirty (30) days of the date you receive this Agreement, (1) an electronic mail to support@Expedite.legal, stating clearly your name and intent to opt out of this Dispute Resolution provision or (2) by sending a letter by U.S. Mail, or by any nationally recognized delivery service (e.g., UPS, Federal Express, etc.), or by hand delivery to: Legal Department, Expedite, LLC, 1497 Main Street, Suite 214, Dunedin, FL 34698. To be effective, the letter under option (2) must clearly indicate your intent to opt out of this Dispute Resolution Provision, and must be dated and signed. If hand delivered, the signed letter must be received within thirty (30) days of your receipt of this Agreement. If sent by mail, the letter must be post-marked with a date less than thirty (30) days from the date you receive this Agreement. Should you choose not to opt out of this Dispute Resolution Provision within the 30-day period, you and the Company will be bound by the terms of this Dispute Resolution Provision. You have the right to consult with counsel of your choice concerning this Dispute Resolution Provision. You understand that you will not be subject to retaliation if you exercise your right to opt out of coverage under this Dispute Resolution Provision.
30. Governing Law; Jurisdiction
Except as set forth in Section 30 entitled “Dispute Resolution; Arbitration of Claims”, this Agreement is governed and interpreted pursuant to the laws of the State of Florida, United States of America, notwithstanding any principles of conflict of law. For all disputes, not subject to arbitration Under Section 30 hereof, you agree to submit to the personal jurisdiction and venue of the courts located within Pinellas County, Florida, and waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
31. Waiver and Severability
No waiver by Expedite of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Expedite to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.
32. Development and Testing
For purposes of developing and testing the Expedite Platform, on occasion an Expedite representative may schedule or perform Services on the Expedite Platform within the Tampa market. On such occasions, the contract for such Service shall be between Expedite and such User and shall be governed by the applicable terms of this Agreement, including, but not limited, to Section 30 above.
33. Entire Agreement
This Agreement may not be assigned or transferred by you without Expedite’s prior written consent. You agree that this Agreement and all incorporated agreements may be automatically assigned by Expedite, in our sole discretion, in accordance with the “Notice” section of this Agreement.
35. No Agency
You and Expedite are independent contractors, and no agency, partnership, joint venture, employer-employee, contractor-subcontractor, or franchisor-franchisee relationship is intended or created by this Agreement.
36. Comments and Concerns
All other feedback, comments, requests for technical support and other communications relating to the Expedite Platform should be directed to: support@Expedite.legal.
37. Notice Regarding Apple
Except as explicitly stated otherwise, any notice to Expedite shall be given by certified mail, postage prepaid and return receipt requested to:
1497 Main Street
Dunedin, FL 34698
Such notices shall be deemed given three days after the date of mailing. Any notices to you shall be provided to you through the Expedite Platform or given to you via the email address you provided to Expedite during the registration process or as otherwise listed in your User or Provider account, and such notice shall be deemed given immediately upon sending. Alternatively, we may give you notice by certified mail, postage prepaid and return receipt requested, to the address provided to Expedite during the registration process. In such case, notice shall be deemed given three days after the date of mailing.