Last updated: December 5, 2020
This End User License Agreement (the “EULA”) is a binding contract between you, an individual user (“you”) and Frayt, Inc. (“Frayt”, “us” or “we”) governing your use of the Frayt mobile application (the “App”) and any website or online property under Frayt’s control (the “Website” and collectively with the App, the “Service”).
FRAYT INC. DOES NOT PROVIDE TRANSPORTATION SERVICES, WE ARE NOT A TRANSPORTATION CARRIER. IT IS UP TO THE THIRD PARTY DRIVER OR VEHICLE OPERATOR TO OFFER AND PROVIDE THE PICK-UP, CARRY AND DELIVERY OF SERVICES, WHICH MAY BE SCHEDULED THROUGH USE OF OUR APPLICATIONS OR SERVICES. FRAYT, INC. OFFERS INFORMATION AND A METHOD TO OBTAIN THE PICK-UP, CARRY AND DELIVERY SERVICES, BUT DOES NOT AND DOES NOT INTEND TO PROVIDE TRANSPORTATION SERVICES OR ACT IN ANY WAY AS A TRANSPORTATION CARRIER. FRAYT INC. HAS NO RESPONSIBILITY OR LIABILITY FOR ANY PICK-UP, CARRY AND DELIVERY SERVICES PROVIDED TO YOU THROUGH OUR APPLICATIONS OR SERVICES OR FOR ANY DRIVER OR SENDER NOT HAVING THE PROPER AUTHORITY TO ENTER INTO THE TRANSACTION.
The App allows you to provide or receive delivery, relocation, moving or messengering services. If you provide such services, you are a “Driver” and if you receive such services, you are a “Customer.” Customers and Drivers are collectively “Users.” The Service does not provide transportation to individuals and Frayt is not a transportation carrier or a moving or hauling of freight carrier. The Service matches Drivers with Customers wishing to move, messenger, or relocate physical items (“Items”) (each such move, messenger or relocation is a “Match”). Any Driver may, at its discretion, decline a Match for any particular Customer. Similarly, any Customer may decide not to use any particular Driver.
All third party fees (such as data usage fees charged by your wireless carrier (your “Carrier”) or by your personal Stripe account) and compliance with any applicable third party terms (such as your Carrier’s terms of service) are your responsibility.
You must not violate, or attempt to violate, the Service’s security. Any such violations may result in criminal and/or civil penalties against you, as well as the termination of your right to use the Service, at Frayt’s sole discretion. Frayt reserves the right to investigate any alleged or suspected violations and, if a criminal violation is suspected, refer such suspected violation to the appropriate law enforcement agencies and cooperate fully with such investigations, including, but not limited to, the disclosure of any or all of your activities on or related to the Service.
Frayt may revise the EULA in its sole discretion at any time and without prior notice to you other than by posting the revised EULA in the Service. Revisions to the EULA are effective upon posting; provided, however, that Frayt will endeavor to provide you with prior notice of any material changes. The EULA will be identified as of the most recent date of revision. Your use of the Service after a revised EULA has been posted constitutes your binding acceptance of such revised EULA. Notwithstanding the preceding sentences of this Section 1.e, no revisions to the EULA will apply to disputes between you and Frayt arising prior to the effective date of such revision.
If you use or open an Account (as defined below) on the Service on behalf of a company, entity, or organization (each an “Organization”), then you represent and warrant that you: (i) are an authorized representative of that Organization with the authority to bind such entity to the EULA and (ii) agree to be bound by the EULA on behalf of such Organization.
THE SERVICE IS NOT FOR PERSONS UNDER THE AGE OF 13 OR TO ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE SERVICE BY Frayt. IF YOU ARE UNDER 13 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER.
Scope of License to Users
The Service is licensed, not sold, to you. Subject to your complete and ongoing compliance with the EULA’s terms and conditions, Frayt hereby grants you a personal, limited, revocable, non-transferable license to access and use the Service on compatible, authorized devices that you own or control, solely for your own use or for the Organization on whose behalf you are authorized to act.
You may not modify, alter, reproduce, or distribute the Service. You may not directly rent, lease, lend, sell, redistribute or sublicense the Service. You may not copy, decompile, attempt to derive the source code of, modify, or create derivative works of any portion of the Service, 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 (as defined below)), nor attempt to disable or circumvent any security or other technological measure designed to protect the Service or any content available through the Service. If you breach these license restrictions, or otherwise exceed the scope of the licenses granted in the EULA, then you may be subject to prosecution and damages, as well as liability for infringement of intellectual property rights, and denial of access to the Service.
The EULA governs any updates Frayt provides to you that replace and/or supplement the App, unless a separate license or revised EULA accompanies such upgrade, in which case the terms of that license or revised EULA will govern.
You agree to comply with all applicable laws when using the Service, and you may only use the Service for lawful purposes (e.g., no transport of unlawful or hazardous materials). When using the Service, you will not cause nuisance, annoyance, inconvenience, or property damage to any User or any other party. In certain instances, we may require you to provide proof of identity to access or use the Service, and you agree that you may be denied access or use of the Service if you refuse to provide proof of identity.
Registration and Eligibility
To use the Service, you must create an account (an “Account”) by providing your first name, last name, phone number, and email address. If you are a Driver, you will be required to provide other information we need to verify your identity and driving record, including your driver’s license, proof of insurance, and Car (as defined below) registration (and other details regarding your Car). You are solely responsible for maintaining the confidentiality and security of your username and password, and you will remain responsible for all use of your username and password, and all activity emanating from your Account, regardless if you authorized such activity or not.
Theft of Credentials.
If your username or password are lost or stolen, or if you believe that unauthorized third parties have accessed your Account, then notify Frayt immediately at firstname.lastname@example.org and change your password at the earliest opportunity. Frayt will not be liable for any loss or damage arising from unauthorized use of your credentials prior to you notifying Frayt of such unauthorized use or loss of your credentials.
Rules for Customers
As a Customer, you may request a Match through the Service. To do so, you will have to (i) tell us what type of vehicle you need and (ii) provide a photograph and other details regarding your Items. Using your device’s location or the address you provide, Frayt will post your match and attempt to locate a Driver directing them to the pickup location.
Fees for Matches will be displayed to you on the Service (the “Base Fees”). You will be charged for the Base Fees, plus any expenses incurred by the Driver in the normal course of completing your Match, including, without limitation, any tolls (collectively, “Fees”). Frayt accepts credit cards through our third-party payment processor . Fees will be due immediately following completion of your Match. Cancellations of Matches made more than 90 seconds after booking may be subject to a cancellation charge, not to exceed $10. ALL FEES ARE NON-REFUNDABLE.
As a Customer, you agree that if your Items are in a sealed box or cannot be identified by a Driver, your maximum claim for damages against the Driver and Frayt will be $100 for any damage made to such Items.
Special Rules for Drivers
Frayt may accept you as a Driver at Frayt’s sole discretion.
If you are available for Matches, Frayt will contact you based on your device’s location when a requested Match is nearby. When you accept a Match, you agree to notify Frayt, through the functionality provided in the Service, when you are arriving to the Match, when the Match begins, and when the Match ends. You covenant that any expenses you add to the Match will be fair and accurate.
Frayt will set the Base Fees for Matches. You are responsible for any expenses incurred in the normal course of completing your Match, including, without limitation, any tolls, provided that upon completion of a Match. You are required to submit proof of all additional expenses for which you seek reimbursement. Frayt will reimburse you in full for such expenses. Frayt reserves the right to change the Reimbursement Deductions policy at it’s sole discretion. You covenant to provide Frayt with any forms or information necessary to process payments to you.
In becoming a Driver, you authorize Frayt to conduct a background and credit check, although Frayt has no obligation to do so. You agree to provide Frayt with any requested information regarding your official driving record as well as references and credit information, at any time.
If a claim is filed with Frayt’s insurance provider or Frayt is otherwise required to pay for damages caused by you, in Frayt’s sole discretion, Frayt may charge your Account for any or all of the deductible Frayt is required to pay, or actual expenses incurred by Frayt as a result of such claim.
As a Driver, you represent, warrant, and covenant to Frayt that:
Frayt uses Stripe for payment processing. To use Stripe’s payment processing services, you must read and agree to the Commercial Entity User Agreement (CEA) available at https://www.stripe.com and the Payment Services Agreement available at https://www.stripe.com. By accepting this EULA, you agree: (a) that you have downloaded or printed the CEA, and (b) that you have reviewed and agree to the CEA.
Content You Submit; License Grants From You. The Service may allow you to upload content, such as reviews, messages, photographs, and comments (“User Content”), to the Service.
By posting, submitting, or transmitting (collectively, “Post”) User Content to or through the Service, you hereby grant to Frayt a worldwide, non-exclusive, royalty-free, perpetual, transferable and fully sublicenseable right to use, host, convert for streaming, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit your User Content, in any form, format, media or media channels now know or later developed or discovered for the sole purpose of providing the Service to you.
Name, Image, Voice and Likeness.
You further grant Frayt a royalty-free and perpetual license to Post your name, image, voice, and likeness (and that of any person identifiable in any User Content Posted by you to or through the Service) made available by or on your behalf through the Service in conjunction with the rights you grant in Section 7.a above.
By Posting User Content to or through the Service you waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you Post to or through the Service, during the term of the EULA. You expressly release Frayt and Frayt’s agents, partners, subsidiaries, affiliates, licensees, successors, and assigns from any and all claims, demands, liabilities, or causes of action, whether now known or unknown, for defamation, copyright infringement, violation of moral rights, and invasion of the rights to privacy, publicity, or personality or any similar matter, or based upon or relating to the Posting of your User Content as authorized in the EULA.
No Objectionable Content.
You agree not to Post User Content that: (i) is or could be interpreted to be infringing, defamatory, libelous, inaccurate, unlawful, harmful, threatening, abusive, harassing, vulgar, offensive, obscene, pornographic, objectionable, hateful, or promotes discrimination, bigotry, racism, or hatred, as determined by Frayt in its sole discretion; or (ii) introduces viruses, time-bombs, worms, cancel bots, Trojan Horses and/or other harmful or malicious code.
Representations and Warranties.
You are solely responsible for your User Content and the consequences of Posting it. By Posting User Content, you represent, warrant, and covenant that: (i) you are the creator and owner of the User Content or otherwise have sufficient rights and authority to grant the rights granted herein; (ii) your User Content does not and will not (A) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (B) slander, defame, or libel any other person; (iii) your User Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code or (iv) unless you have received prior written authorization, your User Content specifically does not contain any confidential information of any third party. We reserve all rights and remedies against any Users who breach these representations and warranties.
Third Party Materials; Frayt Content.
By using the Service, you may encounter data, information, applications, materials, and other content from third parties, including other users (collectively, “Third Party Materials”), and data, information, applications, materials, and other content from Frayt (collectively, “Frayt Content” and, together with Third Party Materials, “Service Content”), that may be offensive, indecent, or objectionable, and which may or may not be identified as having explicit language or other material. You agree that Frayt will not have any liability to you for any Service Content that may be found to be offensive, indecent, or that is inaccurate, incomplete, untimely, invalid, illegal, indecent, of poor quality or otherwise objectionable. You use the Service, and rely upon any Service Content accessible through the Service, at your sole risk.
Third Party Websites, Applications, and Services
The Service may provide you with access to third party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services (collectively, “Third Party Services”).
Frayt does not have or maintain any control over Third Party Services, and is not and cannot be responsible for their content, operation, or use. By linking or otherwise displaying information from or providing access to any Third Party Services, Frayt does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information or services provided by such Third Party Services.
Disclaimer of Liability.
You are solely responsible for taking precautions necessary to protect yourself from fraud when using Third Party Services, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may arise from a Third Party Service. Frayt disclaims any and all responsibility or liability for any harm resulting from your use of Third Party Services, and you hereby irrevocably waive any claim against Frayt with respect to the content or operation of any Third Party Services.
Your Use of the Service and Service Content.
Your right to use the Service is a privilege, not a right, and is expressly conditioned on the following:
You may access the Service solely as intended through the provided functionality of the Service and as permitted under the EULA.
Unless the functionality of the Service permits, you agree not to copy, reproduce, distribute, publish, display, perform, communicate to the public, make available, transmit, stream or broadcast any part of the Service without Frayt’s prior written authorization, including, by way of example only, by doing or engaging in any of the following without Frayt’s express written consent:
A breach of these restrictions may subject you to prosecution and damages, as well as liability for infringement of intellectual property rights.
Third Party Software.
The software you download consists of a package of components, including certain third party software (“Third Party Software” and together with the App, the “Package”) provided under separate license terms (the “Third Party Terms”), as described in more detail on the App. Your use of the Third Party Software in conjunction with the App in a manner consistent with the terms of the EULA is permitted, however, you may have broader rights under the applicable Third Party Terms and nothing in the EULA is intended to impose further restrictions on your use of the Third Party Software.
The Service, and the media and materials contained therein, including all intellectual property rights therein, is Frayt and its licensor’s sole and exclusive property. Except for the limited licenses expressly granted to you under the EULA, no other rights, licenses, or immunities are granted. There are no implied licenses under the EULA.
While our staff continually works to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from our Users. If you send us or our employees any ideas or suggestions for products, services, features, modifications, enhancements, content, promotions, strategies, or product/feature names, or any related materials (collectively “Feedback”), then regardless of what your communication may say, the following terms apply, to avoid future misunderstandings. By sending us Feedback, you agree that:
Frayt will own, exclusively, all known or later discovered rights to the Feedback;
Frayt will not be subject to any obligation of confidentiality and will not be liable for any use or disclosure of any Feedback; and
Frayt will be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
You will indemnify and hold Frayt, and its officers, directors, employees, agents, successors, and assigns (the “Frayt Parties”) harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected to (a) your access, use, or misuse of the Service or Service Content, (b) your violation of the EULA, or (c) if you are a Driver, any damages arising from your Matches, including any personal injury, property damage, or death. Frayt will use reasonable efforts to notify you of any such claim, action or proceeding for which it seeks an indemnification from you upon becoming aware of it, but if Frayt is unable to communicate with you in a timely manner because of an inactive e-mail address for you, then your indemnification obligation will continue notwithstanding Frayt’s inability to contact you in a timely manner. You agree that Frayt will, at your expense, have sole control over any defense against any claim for which you are obligated to indemnify Frayt pursuant to this Section 15; provided, however, that you will at all times have the option to participate in any matter or litigation, including, but not limited to, participation through counsel of your own selection, if desired, at your own expense.
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, THE PACKAGE, AND ALL SERVICE CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND FRAYT HEREBY DISCLAIMS, ON BEHALF OF ITSELF AND ITS SUPPLIERS AND LICENSORS, ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE, THE PACKAGE, AND ANY SERVICE CONTENT OFFERED BY FRAYT, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. FRAYT DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICE, THAT THE FUNCTIONS CONTAINED IN OR SERVICES PERFORMED OR PROVIDED BY THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR NOT INTERFERE WITH YOUR USE OR ENJOYMENT OF ANY OTHER PRODUCTS, GOODS OR SERVICES, INCLUDING APPLICATIONS ON ANY MOBILE DEVICE ON WHICH YOU HAVE INSTALLED THE APP, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FRAYT OR ITS AUTHORIZED REPRESENTATIVES WILL CREATE A WARRANTY NOT EXPRESSLY PROVIDED FOR IN THE EULA. SHOULD ALL OR ANY PORTION OF THE SERVICE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU, BUT IN SUCH A CASE THE FOREGOING WILL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL FRAYT OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF FRAYT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL FRAYT’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED $100. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATION OF CERTAIN TYPES OF DAMAGES OR LIABILITIES, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU, BUT IN SUCH A CASE THE FOREGOING WILL BE APPLIED TO THE GREATEST EXTENT ENFORCEABLE UNDER APPLICABLE LAW.
FRAYT IS NOT AFFILIATED WITH ANY CARRIER, SERVICE PROVIDER, OR THIRD PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY CARRIER, SERVICE PROVIDER, THIRD PARTY SERVICE OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICE, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE FRAYT (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
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. FRAYT RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS, AT ANY TIME.
IN NO EVENT WILL THE FRAYT PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, PROPERTY DAMAGE, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THIS SERVICE OR PERSONS YOU MEET THROUGH THE SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICE. YOU ASSUME ALL RISK WHEN ENGAGING THE SERVICES OF ANY OTHER USER AND IN CONNECTION WITH USING THE SERVICE, INCLUDING BUT NOT LIMITED TO ANY RISKS ASSOCIATED WITH A MATCH. ALL USERS EXPRESSLY AGREE NOT TO HOLD THE RELEASED PARTIES LIABLE FOR ANY SERVICES DELIVERED WHICH ORIGINATED THROUGH THE SERVICE AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ANY LIABILITY WHATSOEVER FOR ANY DAMAGE, SUITS, CLAIMS, AND/OR CONTROVERSIES THAT ARISE OR RELATED IN ANY WAY TO THE SERVICE, THE INFORMATION PROVIDED THROUGH THE SERVICE AND THE SERVICES PROVIDED BY OR TO ANY USER OF THE SERVICE. FRAYT DOES NOT MAKE ANY GUARANTEES AS TO INSURANCE POLICIES HELD BY DRIVERS.
If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
The place of arbitration shall be Cincinnati, Ohio. The arbitration shall be governed by the laws of the State of Ohio. The arbitration will be based on the submission of documents and there shall be no in-person or oral hearing. The arbitrators will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. Each party shall bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration. The award of the arbitrators shall be accompanied by a reasoned opinion. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that party to present evidence or cross-examine witness. In such event, the other party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying party in the absence of evidence presented as provided for above.
Except as expressly provided in the EULA, the EULA may be amended only by a written agreement signed by both parties. A provision of the EULA may be waived only by a written instrument executed by the party entitled to such provision’s benefit. Frayt’s failure or delay in the exercise of any power or right under the EULA will operate as a waiver thereof. No single or partial exercise of any right or power under the EULA will operate as a waiver of such right or of any other right or power. Frayt’s waiver of a breach of any provision of the EULA will not operate or be construed as a waiver of any other or subsequent breach of the EULA.
Except as expressly provided for in Section 20.f, if any provision of the EULA is deemed unlawful, void, or for any reason unenforceable, then that provision will be severable from the remainder of the EULA and will not affect the validity and enforceability of any remaining provisions.
You may not assign the EULA or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law or otherwise, without Frayt’s prior written consent. This means that if you dispose of any device on which you have installed the App, then you are responsible for deleting the App from your mobile device prior to such disposition. Frayt may assign the EULA, including all its rights hereunder, without restriction.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Frayt as a result of the EULA or use of the Service.
The following provisions of the EULA will survive termination of the EULA: 1.b, 5.d, 5.e, 7 – 22.
The EULA headings are for convenience only, do not constitute a part of the EULA, and will not be deemed to limit or affect any provision of the EULA.
Third Party Beneficiaries.
There are no third party beneficiaries to the EULA, except as set forth in Sections 15 and the “Notice Regarding Apple” below.
You can contact Frayt, Inc. by e-mail at email@example.com or by post at 1311 Vine Street, Cincinnati, OH 45202.
You acknowledge that the EULA is between you and Frayt only, not with Apple, and Apple is not responsible for the App or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant App to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights. You agree to comply with any applicable third party terms, when using the App. Apple, and Apple’s subsidiaries, are third party beneficiaries of the EULA, and upon your acceptance of the EULA, Apple will have the right (and will be deemed to have accepted the right) to enforce the EULA against you as a third party beneficiary of the EULA. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. If Frayt provides a translation of the English language version of the EULA, then the translation is provided solely for convenience, and the English version will prevail.
Background Check Disclosure
I acknowledge receipt of the Summary of Your Rights Under the Fair Credit Reporting Act (FCRA) and certify that I have read and understand this document.
I acknowledge receipt of the Disclosure Regarding Background Investigation and certify that I have read and understand this document. By typing my name below, I consent to the background checks and indicate my agreement to all of the above.
Para información en español, visite www.consumerfinance.gov/learnmore o escribe a la Consumer Financial Protection Bureau, 1700 G Street N.W., Washington, DC 20552.
A Summary of Your Rights Under the Fair Credit Reporting Act
The federal Fair Credit Reporting Act (FCRA) promotes the accuracy, fairness, and privacy of information in the files of consumer reporting agencies. There are many types of consumer reporting agencies, including credit bureaus and specialty agencies (such as agencies that sell information about check writing histories, medical records, and rental history records). Here is a summary of your major rights under the FCRA.
For more information, including information about additional rights, go to www.consumerfinance.gov/learnmore or write to: Consumer Financial Protection Bureau, 1700 G Street N.W., Washington, DC 20552.
You must be told if information in your file has been used against you. Anyone who uses a credit report or another type of consumer report to deny your application for credit, insurance, or employment – or to take another adverse action against you – must tell you, and must give you the name, address, and phone number of the agency that provided the information.
You have the right to know what is in your file.
You may request and obtain all the information about you in the files of a consumer reporting agency (your “file disclosure”). You will be required to provide proper identification, which may include your Social Security number. In many cases, the disclosure will be free. You are entitled to a free file disclosure if: – a person has taken adverse action against you because of information in your credit report; – you are the victim of identity theft and place a fraud alert in your file; – your file contains inaccurate information as a result of fraud; – you are on public assistance; – you are unemployed but expect to apply for employment within 60 days.
In addition, all consumers are entitled to one free disclosure every 12 months upon request from each nationwide credit bureau and from nationwide specialty consumer reporting agencies. See www.consumerfinance.gov/learnmore for additional information.
You have the right to ask for a credit score.
Credit scores are numerical summaries of your credit-worthiness based on information from credit bureaus. You may request a credit score from consumer reporting agencies that create scores or distribute scores used in residential real property loans, but you will have to pay for it. In some mortgage transactions, you will receive credit score information for free from the mortgage lender.
You have the right to dispute incomplete or inaccurate information.
If you identify information in your file that is incomplete or inaccurate, and report it to the consumer reporting agency, the agency must investigate unless your dispute is frivolous. See www.consumerfinance.gov/learnmore for an explanation of dispute procedures.
Consumer reporting agencies must correct or delete inaccurate, incomplete, or unverifiable information. Inaccurate, incomplete, or unverifiable information must be removed or corrected, usually within 30 days. However, a consumer reporting agency may continue to report information it has verified as accurate.
Consumer reporting agencies may not report outdated negative information. In most cases, a consumer reporting agency may not report negative information that is more than seven years old, or bankruptcies that are more than 10 years old.
Access to your file is limited.
A consumer reporting agency may provide information about you only to people with a valid need – usually to consider an application with a creditor, insurer, employer, landlord, or other business. The FCRA specifies those with a valid need for access.
You must give your consent for reports to be provided to employers.
A consumer reporting agency may not give out information about you to your employer, or a potential employer, without your written consent given to the employer. Written consent generally is not required in the trucking industry. For more information, go to www.consumerfinance.gov/learnmore.
You may limit “prescreened” offers of credit and insurance you get based on information in your credit report.
Unsolicited “prescreened” offers for credit and insurance must include a toll-free phone number you can call if you choose to remove your name and address from the lists these offers are based on. You may opt out with the nationwide credit bureaus at 1-888-5-OPTOUT (1-888-567-8688).
You may seek damages from violators.
If a consumer reporting agency, or, in some cases, a user of consumer reports or a furnisher of information to a consumer reporting agency violates the FCRA, you may be able to sue in state or federal court.
Identity theft victims and active duty military personnel have additional rights.
For more information, visit www.consumerfinance.gov/learnmore.
States may enforce the FCRA, and many states have their own consumer reporting laws. In some cases, you may have more rights under state law. For more information, contact your state or local consumer protection agency or your state Attorney General. For information about your federal rights, contact:
Type of Business:
1. Banks, savings associations, and credit unions with total assets of over $10 billion and their affiliates.
a. Such affiliates that are not banks, savings associations, or credit unions also should list, in addition to the CFPB:
2. To the extent not included in item 1 above:
a. National banks, federal savings associations, and federal branches and federal agencies of foreign banks
b. State member banks, branches and agencies of foreign banks (other than federal branches, federal agencies, and Insured State Branches of Foreign Banks), commercial lending companies owned or controlled by foreign banks, and organizations operating under section 25 or 25A of the Federal Reserve Act
c. Nonmember Insured Banks, Insured State Branches of Foreign Banks, and insured state savings associations
d. Federal Credit Unions
3. Air carriers
4. Creditors Subject to Surface Transportation Board
5. Creditors Subject to Packers and Stockyards Act
6. Small Business Investment Companies
7. Brokers and Dealers
8. Federal Land Banks, Federal Land Bank Associations, Federal Intermediate Credit Banks, and Production Credit Associations
9. Retailers, Finance Companies, and All Other Creditors Not Listed Above
1700 G Street N.W.
Washington, DC 20552
b. Federal Trade Commission: Consumer Response Center
Washington, DC 20580(877) 382-4357
a. Office of the Controller of the Currency
Customer Assistance Group
1301 McKinney Street, Suite 3450
Houston, TX 77010-9050
b. Federal Reserve Consumer Help Center
P.O. Box 1200
Minneapolis, MN 55480
c. FDIC Consumer Response Center
1100 Walnut Street, Box #11
Kansas City, MO 64106
d. National Credit Union Administration
Office of Consumer Protection (OCP)
Division of Consumer Compliance and Outreach (DCCO)
1775 Duke Street
Alexandria, VA 22314
a. Asst. General Counsel for Aviation Enforcement & Proceedings
Aviation Consumer Protection Division
Department of Transportation
1200 New Jersey Avenue, S.E.
Washington, DC 20590
a. Office of Proceedings, Surface Transportation Board
Department of Transportation
395 E Street, S.W.
Washington, DC 20423
a. Nearest Packers and Stockyards Administration area supervisor
a. Associate Deputy Administrator for Capital Access
United States Small Business Administration
409 Third Street, S.W., 8th Floor
Washington, DC 20416
a. Securities and Exchange Commission
100 F St NE
Washington, DC 20549
a. Farm Credit Administration
1501 Farm Credit Drive
McLean, VA 22102-5090
a. FTC Regional Office for region in which the creditor operates or Federal Trade Commission:
Consumer Response Center – FCRA
Washington, DC 20580
Background Check Disclosure
Thus, you may be the subject of a “consumer report” and/or an “investigative consumer report,” as defined in California, which may include information about your character, general reputation, personal characteristics, and/or mode of living, and which can involve personal interviews with sources such as your neighbors, friends, or associates. These reports may contain information regarding your criminal history, motor vehicle records (“driving records”), verification of your education or employment history, or other background checks.
Please be advised that the nature and scope of the most common form of investigative consumer report is an employment history or verification. These searches will be conducted by Checkr, Inc., One Montgomery Street, Suite 2000, San Francisco, CA 94104, 844-824-3257, https://checkr.com/applicant. The scope of this disclosure is all-encompassing, however, allowing the Company to obtain from any outside organization all manner of consumer reports throughout the course of your employment to the extent permitted by law.
Acknowledgement and Authorization for Background Check
I acknowledge receipt of the separate documents entitled Disclosure Regarding Background Investigation and A Summary of Your Rights Under the Fair Credit Reporting Act and certify that I have read and understand both of those documents. I hereby authorize the obtaining of “consumer reports” and/or “investigative consumer reports” by the Company at any time after receipt of this authorization and throughout my employment, if applicable and to the extent permitted by law. For the purpose of preparing a background check for Company, I hereby authorize any law enforcement agency, administrator, state or federal agency, institution, school or university (public or private), information service bureau, past or present employers, motor vehicle records agencies, or insurance company to furnish any and all background information requested by Checkr, Inc., One Montgomery Street, Suite 2000, San Francisco, CA 94104, 844-824-3257, https://checkr.com/applicant, as allowed by law, including information concerning my employment and earnings history, education, credit history, motor vehicle history, criminal history, military service, and professional credentials and licenses. I agree that an electronic copy of this Authorization shall be as valid as the original.
Massachusetts applicants only:
Upon written request to the Company, you have the right to know whether the Company ordered an investigative consumer report about you. You also have the right to request from the consumer reporting agency a copy of any such report.
Minnesota applicants only:
Upon a written request, you have the right to a complete and accurate disclosure of the nature and scope of any consumer report the Company ordered about you. The consumer reporting agency must provide you with this disclosure within 5 business days after its receipt of your request or the report was requested by the Company, whichever date is later.
New Jersey applicants only:
You have the right to submit a request to the CRA for a copy of any investigative consumer report the Company ordered about you.
New York applicants only:
Upon request, you will be informed whether or not a consumer report was requested by the Company, and if such report was requested, informed of the name and address of the consumer reporting agency that furnished the report. You have the right to inspect and receive a copy of any investigative consumer report requested by the Company by contacting the consumer reporting agency identified above directly. By signing below, you acknowledge receipt of Article 23-A of the New York Correction Law. Link to NY Article 23-A
New York City applicants only:
You acknowledge and authorize the Employer to provide any notices required by federal, state or local law to you at the address(es) and/or email address(es) you provided to the Employer.
Washington State applicants only:
Upon written request to Company, you have the right to a complete and accurate disclosure of the nature and scope of any investigative consumer report the Company ordered about you. You are entitled to this disclosure within 5 business days after the date your request is received or we ordered the report, whichever is later. You also have the right to request from the consumer reporting agency a written summary of your rights and remedies under the Washington Fair Credit Reporting Act.
San Francisco applicants only:
Please click below for the San Francisco Fair Chance Act Notice.
California applicants only:
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