Open Road Terms of Service

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Last Updated: March 16, 2023

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These Terms of Service constitute a legally binding agreement (the “Agreement”) between you and Roadrunner Delivery, Inc., DBA Open Road, its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “Open Road,” “we,” “us” or “our”) governing your use of the Open Road applications, websites, technology, facilities, and platform (collectively, the “Open Road Platform”).

PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND OPEN ROAD CAN BE BROUGHT. THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO: (1) WAIVE YOUR RIGHT TO A JURY TRIAL, AND (2) SUBMIT CLAIMS YOU HAVE AGAINST OPEN ROAD 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 DRIVER OR DRIVER APPLICANT, YOU HAVE AN OPPORTUNITY TO OPT OUT OF ARBITRATION WITH RESPECT TO CERTAIN CLAIMS.

By entering into this Agreement, and/or by using or accessing the Open Road Platform, 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 OPEN ROAD PLATFORM OR ANY OF THE SERVICES PROVIDED THROUGH THE OPEN ROAD PLATFORM.

The Open Road Platform

Open Road operates as a marketplace to connect and facilitate agreements between independent third-party transportation carriers (“Drivers”) and businesses in need of transportation services (“Customers”) for items (“Items”). Open Road IS NOT A TRANSPORTATION CARRIER. As a user, you authorize Open Road to match and/or re-match you with Drivers or Customers based on factors such as your location, the requested pickup location, the estimated time to pickup, drop off location, user preferences, your vehicle and equipment, membership status, regulatory or other third-party requirements, user statistics, and platform efficiency, and to cancel an existing match based on the same or other considerations. Any decision by a user to offer or accept delivery services is a decision made in such user’s sole discretion. Open Road is not a party to any agreement or contract that results from a connection made on or through the Services (“Delivery Agreements”) and has no responsibility or liability for any delivery services provided to you or by you through your use of the Services. Drivers and Customers may enter into Delivery Agreements in their sole discretion and may decline to enter into any particular Delivery Agreement. The parties to any Delivery Agreements are solely responsible for verifying that the Delivery Agreements are executed and performed in accordance with all applicable laws and regulations, including without limitation, tax laws. You expressly agree that Open Road has no obligations under any Delivery Agreements and that Open Road shall not be included as a party in any dispute related to any Delivery Agreements.

The Services may not be used to transport people or any other item that may not be transported under applicable law (e.g., no transport of unlawful or hazardous materials). The Services may not be used to transport any personal items and may only be used to transport items between businesses. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS. YOU UNDERSTAND THAT WE MAY NOT CONDUCT CRIMINAL BACKGROUND CHECKS OR SCREENINGS ON USERS OF THE SERVICE. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICES.

Modification to the Agreement

Open Road reserves the right to modify the terms and conditions of this Agreement, and such modifications shall be binding on you only upon your acceptance of the modified Agreement. Open Road reserves the right to modify any information on pages referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Open Road Platform after any such changes shall constitute your acceptance of 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).

Eligibility

The Open Road Platform may only be used by individuals who have the right and authority to enter into this Agreement and are fully able and competent to satisfy the terms, conditions, and obligations herein. The Open Road Platform is not available to Users who have had their User account temporarily or permanently deactivated. You may not allow other persons to use your User account, you agree that you are the sole authorized user of your User account, and you may not use your User account on behalf of any third party, except as otherwise expressly permitted by Open Road. To use the Open Road Platform, each User shall create a User account. Each person may only create one User account, and Open Road reserves the right to deactivate any additional or duplicate accounts. Your participation in certain Open Road programs and use of certain Open Road services may be subject to additional eligibility requirements as determined by Open Road.

By becoming a User, you represent and warrant that you are at least 18 years old. If you are under 18 years of age you may not access or use the Services for any reason.

Privacy

Your use of the Services and information you provide to Open Road are subject to the Privacy Policy, which is available at www.OpenRoadshipping.com/privacy-policy and is hereby incorporated by reference. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by Open Road. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Open Road account, which you may not be able to opt-out from receiving.

You will not solicit, or attempt to solicit, personal information from other users, except as permitted through the Service’s functionality. Any personal information you receive from the Services may be used only to provide the requested services and for no other reason. Upon completion of a Delivery Agreement, you agree to delete any personal information you received from or about the other party to complete the Delivery Agreement.

Your Information

Your Information is any information you provide, publish or post, and any information provided on your behalf, to or through the Open Road Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any Open Road-related 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 Open Road Platform, Open Road Services, and participate in Delivery Agreements. Our collection and use of personal information in connection with the Open Road Platform, Open Road Services, and Delivery Agreement is as provided in Open Road’s Privacy Policy. 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 Open Road to use your Information for the purposes described in the Privacy Policy and this Agreement, or to otherwise improve the Open Road Platform, Open Road Services, or Delivery Agreement 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. Open Road does not assert any ownership over your Information; rather, as between you and Open Road, 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.

Open Road Communications

By entering into this Agreement or using the Open Road Platform, you agree to receive communications from us, our affiliates, or our third-party partners, at any of the phone numbers provided to Open Road by you or on your behalf, and also via email, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Open Road, its affiliated companies and/or Drivers may include but are not limited to: operational communications concerning your User account or use of the Open Road Platform, Open Road Services, or Third-Party Services and updates concerning new and existing features on the Open Road Platform, communications concerning marketing or promotions run by us or our third-party partners, and news concerning Open Road and industry developments. If you change or deactivate the phone number you provided to Open Road, you agree to update your User account information to help prevent us from inadvertently communicating with anyone who acquires your old number. 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. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “END” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE Open Road PLATFORM OR RELATED SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM Open Road (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOPALL” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES; HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE Open Road PLATFORM OR RELATED SERVICES. WHEN YOU OPT OUT TEXTS OR CALLS, YOU MAY RECEIVE A ONE-TIME OPT-OUT CONFIRMATION TEXT MESSAGE. NO FURTHER MESSAGES WILL BE SENT TO YOUR MOBILE DEVICE, UNLESS INITIATED BY YOU.

Promotions, Referrals, Performance and Loyalty Programs

Open Road, at its sole discretion, may make available promotions, referral programs, performance programs and loyalty programs with different features to any Users or prospective Users. Open Road reserves the right to withhold or deduct credits or benefits obtained through a promotion or program in the event that Open Road 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 or program terms or this Agreement. Open Road reserves the right to terminate, discontinue, modify or cancel any promotions or programs at any time and in its sole discretion without notice to you. Open Road’s referral program may provide you with incentives to refer your friends and family to become new Users of the Open Road Platform in your country (the “Referral Program”). Your participation in the Referral Program is subject to this Agreement.

Restricted Activities

With respect to your use of the Open Road Platform, Open Road Services, Third-Party Services, and your participation in the Delivery Agreement, 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 Open Road Platform or the servers or networks connected to the Open Road Platform;
post Information or interact on the Open Road Platform, Open Road Services, Third-Party Services, or Delivery Agreement in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
use the Open Road Platform in any way that infringes any third party’s rights, including: 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 the Open Road Platform or 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 Open Road Platform;
“frame” or “mirror” any part of the Open Road 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 website for any purpose;
modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Open Road Platform;
rent, lease, lend, sell, redistribute, license or sublicense the Open Road Platform or access to any portion of the Open Road Platform;
use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, copy, access, acquire information, generate impressions or clicks, input or store information, search, monitor any portion of the Open Road Platform, or in any way reproduce or circumvent the navigational structure or presentation of the Open Road Platform or its contents;
link directly or indirectly to any other websites;
transfer, lend, or sell your User account, password and/or identification, or any other User’s Information to any other party;
use a false email address or other identifying information, impersonate or misrepresent any person or entity, or your affiliation with any person or entity, or otherwise omit, misrepresent, or mislead as to the origin or source of any entity accessing the Open Road Platform;
discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity or expression, physical or mental disability, medical condition, marital status, age or sexual orientation;
violate any of the Referral Program rules if you participate in the Referral Program;
commercialize the Delivery Agreement, Third-Party Services, or our Open Road Services without an agreement directly with Open Road;
misuse or abuse the Delivery Agreement, Third-Party Services, or our Open Road Services in violation of eligibility requirements as determined by Open Road;
circumvent any measures implemented by Open Road to prevent or address violations of this Agreement; or
cause any third party to engage in the restricted activities above.

Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security or violation of this Agreement, you agree to notify us immediately.

Driver Representations, Warranties and Agreements

By accepting a Delivery Agreement as a Driver on the Open Road Platform, you represent, warrant, and agree that:

You possess a valid driver’s license and are authorized and medically fit to operate a motor vehicle and have all appropriate licenses, approvals and authority to provide transportation services to Customers in all jurisdictions in which you accept a Delivery Agreement.
You own, or have the legal right to operate, the vehicle you use when providing a delivery; such vehicle is in good operating condition and meets the industry safety standards and all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind; and any and all applicable safety recalls have been or will be remedied per manufacturer instructions.
You will not engage in reckless behavior while driving or otherwise during a delivery, drive unsafely, operate a vehicle that is unsafe to drive, permit an unauthorized third party to accompany you in the vehicle while providing a delivery. Make any deliveries as a Driver while under the influence of alcohol or drugs, or take action that harms or threatens to harm the safety of the Open Road community or third parties.
You will only provide deliveries using the vehicle that has been reported to, and approved by Open Road.
You will not attempt to defraud Open Road or Customers on the Open Road Platform or in connection with your provision of the Delivery Agreement. If we suspect that you have engaged in fraudulent activity we may withhold applicable fees or other payments for the delivery in question and take any other action against you available under the law.
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 in the Delivery Agreement, and you agree to provide proof of such insurance and that information regarding such insurance may be released to Open Road upon Open Road’s reasonable request.
You will pay all applicable federal, state and local taxes based on your provision of the Delivery Agreement and any payments received by you.
You will comply with Open Road’s reasonable requests to provide information in connection with Customer complaints, law enforcement requests, or any other incident.

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Client Representations, Warranties and Agreements

By posting a Delivery Request as a Client on the Open Road Platform, you represent, warrant, and agree that:

All information provided by Client or its representatives is complete and accurate.
The shipment is acceptable for transport under all applicable laws and regulations
The shipment was prepared in secure premises by reliable persons and was protected against unauthorized interference during preparation, storage and any transportation to the applicable Contractor.
Client has complied with all applicable customs, import, export, data protection laws, sanctions, embargoes and other laws and regulations
Client has obtained all necessary consents in relation to personal data provided to Open Road or the applicable Contractor, including data as may be required for transport, customs clearance and delivery, such as e-mail address and mobile phone number.
The Client will defend, indemnify (including legal fees), and hold harmless Open Road and each Contractor, from and against, and shall pay and reimburse them for, all claims, losses, damage, liability, costs and expense, including attorneys’ fees, arising out of or relating to Client’s breach of any applicable law, rule or regulation, Client’s breach of any of the provisions of, or warranties and representations contained herein, reliance on any information furnished by or on behalf of Client, or operation in accordance with any instructions provided by or on behalf of Client. The Client’s obligations under this paragraph do not apply to the extent any such claim is determined by a court of appropriate jurisdiction to have been caused by the respective party seeking to enforce the benefits of this provision.
Once a Contractor whose qualifications match the parameters of Client’s Delivery Request has accepted the order for performance of such Delivery Request, the platform will provide Client with notice of such acceptance. Should Client not decline the acceptance within thirty (30) minutes of being supplied such notice, the Contractor’s performance shall be considered to have been approved by Client, and both Client and Contractor shall be bound in the performance of such Delivery Request under the provisions of these TOS, as well as any associated Delivery or Driving Services Agreement.

Disclaimers

The following disclaimers are made on behalf of Open Road, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders. Open Road does not provide transportation services, and Open Road is not a transportation carrier. Open Road is not a common carrier or public carrier. It is up to the Driver to decide whether or not to engage with a delivery agreement with a Customer through the Open Road Platform, and it is up to the Customer to decide whether or not to accept a delivery from any Driver connected through the Open Road Platform. We cannot ensure that a Driver or Customer will complete a Delivery Agreement. We have no control over the quality or safety of the transportation that occurs as a result of the Delivery Agreement. Any safety-related feature, process, policy, standard, or other effort undertaken by Open Road is not an indication of any employment or agency relationship with any User.

The Open Road 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 Open Road Platform, Open Road Services, Third-Party Services, and/or the Delivery Agreement, including the ability to provide or receive Delivery Agreement at any given location or time. Open Road reserves the right, for example, to limit or eliminate access to the Open Road Platform for Delivery Agreements, Third-Party Services, and/or Open Road Services in specific geographic areas and/or at specific times based on commercial viability, public health concerns, or changes in law. To the fullest extent permitted by law, 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 Open Road Platform, Open Road Services, Third-Party Services, or Delivery Agreement will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the Open Road Platform will be corrected, or that the Open Road Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity, availability, accuracy, completeness, and reliability of the Open Road Platform, Open Road Services, Third-Party Services, or Delivery Agreement, including with respect to mapping, navigation, estimated times of arrival, and routing services. You are responsible at all times for your conduct and the consequences of your conduct while using the Open Road Platform. We cannot guarantee that each Customer or Driver is who he or she claims to be. Please use common sense when using the Open Road Platform, Open Road Services, Third-Party Services, and Delivery Agreement.

Open Road is not responsible for the conduct, whether online or offline, of any User of the Open Road Platform, Open Road Services, Third-Party Services, or Delivery Agreement. You are solely responsible for your interactions with other Users.

You are responsible for the use of your User account and Open Road expressly disclaims any liability arising from the unauthorized use of your User account.

It is possible for others to obtain information about you that you provide, publish or post to or through the Open Road Platform (including any profile information you provide), send to other Users, or share during the Delivery Agreement, 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 Open Road Platform or through the Delivery Agreement, Open Road Services, or Third-Party Services. Please carefully select the type of information that you post on the Open Road Platform or through the Delivery Agreement, Open Road Services, or Third-Party 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 Open Road or made available through the Open Road 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 Open Road Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Open Road 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 Open Road 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 Open Road, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Open Road Platform. Any of your Information, including geolocational data, you upload, provide, or post on the Open Road Platform may be accessible to Open Road and certain Users of the Open Road Platform.

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

This paragraph applies to any version of the Open Road Platform that you acquire from the Apple App Store. This Agreement is entered into between you and Open Road. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the Open Road Platform. Open Road, not Apple, is solely responsible for the Open Road 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.

As a Driver, you may be able to use "Open Road Nav built by Google" while providing Delivery Agreement on the Open Road Platform. Customers and Drivers may also use Google Maps while using the Open Road Platform. In either case, you agree that Google may collect your location data when the Open Road Platform is running in order to provide and improve Google's services, that such data may also be shared with Open Road in order to improve its operations, and that Google's terms and privacy policy will apply to this usage.

Open Road shall not be in breach of this Agreement nor liable for failure or delay in performing obligations under this Agreement if such failure or delay results from events, circumstances or causes beyond its reasonable control including (without limitation) natural disasters or acts of God; labor disputes or stoppages; war; government action; epidemic or pandemic; chemical or biological contamination; strikes; riots; acts of domestic or international terrorism; quarantines; national or regional emergencies; or any other cause, whether similar in kind to the foregoing or otherwise, beyond the party’s reasonable control. All service dates under this Agreement affected by force majeure shall be tolled for the duration of such force majeure. The parties hereby agree, when feasible, not to cancel but reschedule the pertinent obligations as soon as practicable after the force majeure condition ceases to exist.

Intellectual Property

All intellectual property rights in and to the Open Road Platform shall be owned by Open Road absolutely and in their entirety. These rights include database rights, inventions and patentable subject-matter, patents, 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 Open Road 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 Open Road. Open Road 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. Except for the explicit license grants hereunder, nothing in this Agreement shall be construed to transfer ownership of or grant a license under any intellectual property rights.

Open Road and other Open Road logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Open Road in the United States and/or other countries (collectively, the “Open Road Marks”). If you engage in a Delivery Agreement as a Driver, Open Road 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 Open Road Marks solely on the Open Road stickers/decals, and any other Open Road-branded items provided by Open Road directly to you in connection with engaging in a Delivery Agreement (“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 Open Road’s prior written permission, which it may withhold in its sole discretion. The Open Road logo (or any Open Road Marks) may not be used in any manner that is likely to cause confusion, including but not limited to: use of a Open Road Mark in a domain name or Open Road referral code, or use of a Open Road Mark as a social media handle or name, avatar, profile photo, icon, favicon, or banner. You may identify yourself as a Driver on the Open Road Platform, but may not misidentify yourself as Open Road, an employee of Open Road, or a representative or agent of Open Road.

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

You agree that you will not: (1) create any materials that use the Open Road Marks or any derivatives of the Open Road Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by Open Road in writing; (2) use the Open Road Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Open Road Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Open Road’s rights as owner of the Open Road Marks or the legality and/or enforceability of the Open Road Marks, including, challenging or opposing Open Road’s ownership in the Open Road Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Open Road Marks, any derivative of the Open Road Marks, any combination of the Open Road Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Open Road Marks; (5) use the Open Road 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 Open Road’s sole discretion, a takedown request sent to the appropriate ISP, or social media platform, and/or a Uniform Domain-Name Dispute-Resolution Policy Proceeding (or equivalent proceeding). If you create any materials (physical or digital) bearing the Open Road Marks (in violation of this Agreement or otherwise), you agree that upon their creation Open Road exclusively owns all right, title and interest in and to such materials, including any modifications to the Open Road Marks or derivative works based on the Open Road Marks or Open Road copyrights. You further agree to assign any interest or right you may have in such materials to Open Road, and to provide information and execute any documents as reasonably requested by Open Road to enable Open Road to formalize such assignment.

Open Road respects the intellectual property of others, and expects Users to do the same.

Indemnity

You will indemnify and hold harmless and, at Open Road’s election, defend Open Road including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders (collectively, the “Indemnified Parties”) from and against any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Open Road Platform, Open Road Services, Third-Party Services, and participation Delivery Agreements, 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, Drivers, Customers, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials or Information that you submit to us or transmit through the Open Road Platform or to us infringes, misappropriates, or otherwise violates 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 the Delivery Agreement as a Driver; and/or (5) any other activities in connection with the Open Road Platform, Open Road Services, Third-Party Services, or Delivery Agreement. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. You will not, without Open Road’s prior written consent, agree to any settlement on behalf of any Indemnified Party which includes either the obligation to pay any monetary amounts, or any admissions of liability, whether civil or criminal, on the part of any Indemnified Party.

Limitation of Liability

IN NO EVENT WILL OPEN ROAD, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “Open Road” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE OPEN ROAD PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE OPEN ROAD PLATFORM, OPEN ROAD SERVICES, THE DELIVERY AGREEMENT, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE OPEN ROAD PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, GOODS, OR THIRD-PARTY SERVICES WITH THIRD-PARTY PROVIDERS, BUT YOU AGREE THAT OPEN ROAD HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS, OR THIRD-PARTY SERVICES SET FORTH IN THIS AGREEMENT. FOR CLARITY AND WITHOUT LIMITING THE FOREGOING, OPEN ROAD HAS NO RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR RELIANCE ON TRANSPORTATION, GOODS, OR THIRD-PARTY SERVICES SET FORTH IN THIS AGREEMENT OR ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTY PROVIDER. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Term and Termination

This Agreement is effective upon your acceptance of this Agreement. This Agreement may be terminated: (a) by User, without cause, upon seven (7) days’ prior written notice to Open Road; or (b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement. In addition, Open Road may terminate this Agreement or deactivate your User account immediately in the event: (1) you are no longer eligible to qualify as a User; (2) you no longer qualify to engage in Delivery Agreements or to operate the approved vehicle under applicable law, rule, permit, ordinance or regulation; (3) you fall below Open Road’s rating or cancellation threshold; or (4) Open Road has the good faith belief that such action is necessary to protect the safety of the Open Road community or third parties, provided that in the event of a deactivation pursuant to (1)-(4) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Open Road’s reasonable satisfaction prior to Open Road 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 Open Road’s satisfaction, this Agreement will not be permanently terminated.

Confidentiality

You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Open Road’s business, operations and properties, information about a User made available to you in connection with such User’s use of the Open Road Platform, which may include the User’s name, pick-up location, contact information and photo (“Confidential Information”) disclosed to you by Open Road 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, and you agree not to store separate and outside of the Open Road Platform any Confidential Information obtained from the Open Road Platform. As a Driver, you understand that some of the Confidential Information you receive may be protected by federal and/or state confidentiality laws, such as the Health Information Portability and Accountability Act of 1996 (“HIPAA”), governing the privacy and security of protected (patient) health information. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Open Road in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Open Road with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Open Road 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 Open Road; becomes known to you, without restriction, from a source other than Open Road without breach of this Agreement by you and otherwise not in violation of Open Road’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 Open Road to enable Open Road to seek a protective order or otherwise prevent or restrict such disclosure.

Relationship with Open Road

As a Driver on the Open Road Platform, you acknowledge and agree that you and Open Road are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Open Road expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Open Road; and (2) no joint venture, franchisor- franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Open Road, and you undertake not to hold yourself out as an employee, agent or authorized representative of Open Road.

Open Road does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of the Delivery Agreement, your acts or omissions, or your operation and maintenance of your vehicle. You retain the sole right to determine when, where, and for how long you will utilize the Open Road Platform. Open Road does not, and shall not be deemed to, unilaterally prescribe specific dates, times of day, or any minimum number of hours for you to utilize the Open Road Platform. You retain the option to accept or to decline or ignore a request for Delivery Agreement via the Open Road Platform, or to cancel an accepted request for a Delivery Agreement via the Open Road Platform, subject to Open Road’s then-current cancellation policies. Open Road does not, and shall not be deemed to, require you to accept any specific request for Delivery Agreement as a condition of maintaining access to the platform. With the exception of any signage required by law or permit/license rules or requirements, Open Road shall have no right to require you to: (a) display Open Road’s names, logos or colors on your vehicle(s); or (b) wear a uniform or any other clothing displaying Open Road’s names, logos or colors. You acknowledge and agree that you have complete discretion to accept a Delivery Agreement or otherwise engage in any other business or employment activities, including but not limited to providing services similar to the Delivery Agreement to other companies, and that Open Road does not, and shall not be deemed to, restrict you from engaging in any such activity.

Third-Party Services

In addition to connecting Customers with Drivers, the Open Road Platform may enable Users to provide services or receive services from other third parties. For example, Users may be able to use the Open Road Platform, receive roadside assistance, or obtain financial, vehicle repair, insurance, or other services provided by third parties (collectively, the “Third-Party Services”). This Agreement between you and Open Road governs your use of the Open Road Platform in connection with the Third-Party Services.

In addition, you understand that the Third-Party Services may also be subject to terms and pricing of the third-party provider (collectively, the “Third-Party Terms”) which will govern your relationship with such third-party provider, as applicable. You agree that Open Road is not responsible and may not be held liable for the Third-Party Services or the actions or omissions of the third-party provider. Such Third-Party Services may not be investigated, monitored or checked for accuracy, appropriateness, or completeness by Open Road, and Open Road is not responsible for any Third-Party Services accessed through the Open Road Platform.

In the event of a conflict in the terms of any Third-Party Terms and this Agreement, the terms of this Agreement shall control with respect to Open Road and your agreements with Open Road herein.

DISPUTE RESOLUTION AND ARBITRATION AGREEMENT

(a) Agreement to Binding Arbitration Between You and Open Road.

YOU AND OPEN ROAD MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act (“FAA”); but if the FAA is inapplicable for any reason, then this Arbitration Agreement is governed by the laws of the State of Arizona. This Arbitration Agreement survives after the Agreement terminates or your relationship with Open Road ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and Open Road, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders. This Arbitration Agreement also applies to claims between you and Open Road’s service providers, including but not limited to background check providers and payment processors; and such service providers shall be considered intended third-party beneficiaries of this Arbitration Agreement.

Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND OPEN ROAD. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the Open Road Platform, the Delivery Agreement, the Open Road Services, Open Road promotions, gift card, referrals or loyalty programs, any other goods or services made available through the Open Road Platform by Open Road or a third-party provider, your relationship with Open Road, the threatened or actual suspension, deactivation or termination of your User Account or this Agreement, background checks performed by or on Open Road’s behalf, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by Open Road, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act of 1974 (except for individual claims for employee benefits under any benefit plan sponsored by Open Road and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.

BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND IOPEN ROAD ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

(b) Prohibition of Class Actions and Non-Individualized Relief.

YOU UNDERSTAND AND AGREE THAT YOU AND OPEN ROAD MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND OPEN ROAD BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION (B) SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST OPEN ROAD.

The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims.

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of the Class Action Waiver may be resolved only by a court and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable with respect to any Claim or any particular remedy for a Claim (such as a request for public injunctive relief), then that Claim or particular remedy (and only that Claim or particular remedy) shall be severed from any remaining claims and/or remedies and may be brought in a court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims or remedies to the fullest extent possible.

(c) Representative PAGA Waiver.

Notwithstanding any other provision of this Agreement or the Arbitration Agreement, to the fullest extent permitted by law: you and Open Road agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”) and both you and Open Road agree that any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “representative PAGA Waiver”). Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from this Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (iii) any such representative PAGA or other representative private attorneys general act claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Claims, the Parties agree that litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.

(d) Rules Governing the Arbitration.

Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. Copies of these rules can be obtained at the AAA’s website (www.adr.org) (the “AAA Rules”). Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding. The parties may select a different arbitration administrator upon mutual written agreement.

As part of the arbitration, both you and Open Road will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision which shall explain the award given and the findings and conclusions on which the decision is based.

The arbitrator will decide the substance of all claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Customers or Drivers, but is bound by rulings in prior arbitrations involving the same Rider or Driver to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be challenged in a court of competent jurisdiction.

(e) Arbitration Fees and Awards.

The payment of filing and arbitration fees will be governed by the relevant AAA Rules subject to the following modifications:

If Open Road initiates arbitration under this Arbitration Agreement, Open Road will pay all AAA filing and arbitration fees.
With respect to any Claims brought by Open Road against a Driver, or for Claims brought by a Driver against Open Road that: (A) are based on an alleged employment relationship between Open Road and a Driver; (B) arise out of, or relate to, Open Road’s actual deactivation of a Driver’s User account or a threat by Open Road to deactivate a Driver’s User account; (C) arise out of, or relate to, Open Road’s actual termination of a Driver’s Agreement with Open Road under the termination provisions of this Agreement, or a threat by Open Road to terminate a Driver’s Agreement; (D) arise out of or relate to background checks performed in connection with a user seeking to become a Driver (the subset of Claims in subsections (A)-(D) shall be collectively referred to as “Driver Claims”), Open Road shall pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court), including the regular and customary arbitration fees and expenses (to the extent not paid by Open Road pursuant to the fee provisions above). However, if you are the party initiating the Driver Claim, you shall be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state in which you provide Delivery Agreement to Customers, unless a lower fee amount would be owed by you pursuant to the AAA Rules, applicable law, or subsection (e)(1) above. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. For purposes of this Section 17(e)(2), the term “Driver” shall be deemed to include both Drivers and Driver applicants who have not been approved to drive.
Except as provided in Federal Rule of Civil Procedure 68 or any state equivalents, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).
At the end of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to you if you prevail, to the extent authorized by applicable law.
Although under some laws Open Road may have a right to an award of attorneys' fees and non-filing fee expenses if it prevails in an arbitration, Open Road agrees that it will not seek such an award unless you are represented by an attorney or the arbitrator has determined that the claim is frivolous or brought for an improper purpose (as measured by the standards of Federal Rule of Civil Procedure 11(b)).
If the arbitrator issues you an award that is greater than the value of Open Road’s last written settlement offer made after you participated in good faith in the optional Negotiation process described in subsection (k) below, then Open Road will pay you the amount of the award or U.S. $1,000, whichever is greater.

(f) Location and Manner of Arbitration.

Unless you and Open Road agree otherwise, any arbitration hearings between Open Road and a Rider will take place in the county of your billing address, and any arbitration hearings between Open Road and a Driver will take place in the county in which the Driver accepts a Delivery Agreement. If AAA arbitration is unavailable in your county, the arbitration hearings will take place in the nearest available location for a AAA arbitration. Your right to a hearing will be determined by the AAA Rules.

(g) Exceptions to Arbitration.

This Arbitration Agreement shall not require arbitration of the following types of claims: (1) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction; (2) a representative action brought on behalf of others under PAGA or other private attorneys general acts, to the extent the representative PAGA Waiver in Section 17(c) of such action is deemed unenforceable by a court of competent jurisdiction under applicable law not preempted by the FAA; (3) claims for workers’ compensation, state disability insurance and unemployment insurance benefits; (4) claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA; and (5) individual claims of sexual assault or sexual harassment in connection with the use of the Open Road Platform, Open Road Services, or Delivery Agreement. Where these claims are brought in a court of competent jurisdiction, Open Road will not require arbitration of those claims. Open Road’s agreement not to require arbitration of these claims does not waive the enforceability of any other provision of this Arbitration Agreement, or of the enforceability of this Arbitration Agreement as to any other dispute, claim, or controversy.

Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board (“NLRB”), or Office of Federal Contract Compliance Programs, or similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration However, should you bring an administrative claim, you may only seek or recover money damages of any type pursuant to this Arbitration Provision, and you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint, except for a complaint issued by the NLRB. Should you participate in an NLRB proceeding, you may only recover money damages if such recovery does not arise from or relate to a claim previously adjudicated under this Arbitration Provision or settled by you. Similarly, you may not recover money damages under this Arbitration Provision if you have already adjudicated such claim with the NLRB. Nothing in this Agreement or Arbitration Agreement prevents your participation in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision.

(h) Severability.

Except as otherwise provided in the severability provisions in subsections above, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

(i) Optional Pre-Arbitration Negotiation Process.

Before initiating any arbitration or proceeding, you and Open Road may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by you and Open Road. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or as this could violate HIPAA non-discoverable as a result of its use in the negotiation.

(j) Binding Effect; Third-Party Beneficiaries.

This Arbitration Agreement shall be binding upon, and shall include any claims brought by or against any third parties, including but not limited to your spouses, heirs, third-party beneficiaries and permitted assigns, where their underlying claim(s) arise out of or relate to your use of the Open Road Platform, Open Road Services, or Delivery Agreement. To the extent that any third-party beneficiary to this Agreement brings claims against a party, those claims shall also be subject to this Arbitration Agreement.

General

This Agreement shall be governed by the laws of the State of Arizona without regard to choice of law principles. This choice of law provision is only intended to specify the use of Arizona law to interpret this Agreement and is not intended to create any other substantive right to non-Arizonans to assert claims under Arizona law whether by statute, common law, or otherwise. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Open Road, in our sole discretion by providing notice to you. You may not assign this Agreement without Open Road’s prior written approval. Any notices to you shall be provided to you through the Open Road Platform or given to you via the email address or physical address you provide to Open Road during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches, any such waiver shall be in writing. This Agreement sets forth the entire understanding and agreement between you and Open Road with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.

If you have any questions regarding the Open Road Platform, Open Road Services, or the Delivery Agreement, please contact us at [email protected]

Contacting Open Road

You can contact Open Road by e-mail at [email protected] or by mail at 1616 E Iron Springs Rd. Prescott, AZ 86305.