ROVA USER AGREEMENT

This User Agreement (“Agreement”) describe the terms and conditions with which ROVA, LLC (“ROVA”, “we”, “our” or “us”) offers you access to and use of our online and/or mobile services, website, software, available ROVA APIs (which are also governed by our API Terms of Use) and any other related services, applications and tools provided on or in connection with the service (collectively, the “Services”). This Agreement applies to all visitors, users and others who access the Services (“Users”).

When you accept the terms and conditions of this Agreement, including the Privacy Policy incorporated into this Agreement by reference and any other applicable policies and guidelines, you hereby agree and acknowledge that we may effectively modify the terms and conditions of this Agreement by posting the modified Agreement with its new terms and conditions on our website. ROVA will make a good faith effort to notify all active, registered Users of material changes made to this Agreement and the date in which such changes take effect. Notice of such changes will be posted to our website, and emailed to registered Users. All modified terms and conditions shall take effect immediately after posting to our website, or upon the stated date included within the announcement. Furthermore, you agree that we may modify this Agreement at any time and without notice and without any liability or responsibility to you. You may also discontinue using the Services at any time and without notice; however, you will continue to be bound by this Agreement. The legal entity you are entering into this Agreement with is ROVA, LLC.

By accessing or using the Services, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood and agree to be bound by this Agreement, and to the collection and use of your information as set forth in our Privacy Policy, whether or not you are a registered User of our Services. Depending on the type of User you are, e.g., a Shipper, a Transportation Service Provider (as such terms are defined below) or otherwise, additional terms and conditions may apply to you, and will be made available for your review during your onboarding process, whether via a separate written agreement or a set of online terms, and may be modified from time to time as set forth herein. These additional terms also form part of the Agreement between you and us.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

YOU ACKNOWLEDGE AND AGREE THAT ROVA DOES NOT PROVIDE DELIVERY, LOGISTICS OR COURIER SERVICES OF ANY KIND, AND IS NOT A LOGISTICS CARRIER. THROUGH THE SERVICES, ROVA OFFERS INFORMATION AND A METHOD TO OBTAIN SUCH THIRD-PARTY DELIVERY SERVICES; IT DOES NOT ITSELF PROVIDE SUCH SERVICES OR ACT IN ANY WAY AS A DELIVERY DRIVER, AND HAS NO RESPONSIBILITY OR LIABILITY OF ANY KIND FOR SUCH DELIVERY DRIVERS OR THEIR PICKUP, STORAGE, HANDLING OR DELIVERY OF GOODS. SUCH THIRD-PARTY DELIVERY SERVICES ARE PROVIDED BY TRANSPORTATION SERVICE PROVIDERS. YOU EXPRESSLY UNDERSTAND AND ACKNOWLEDGE THAT ROVA DOES NOT EMPLOY ANY SUCH TRANSPORTATION SERVICE PROVIDERS AND THAT THEY OPERATE AS INDEPENDENT THIRD PARTIES.

1. License and Acceptable Use

ROVA, its Services and its tools may contain copyrighted material, inventions, know-how, potential patentable business method material, design logos, phrases, names, logos or applications and code ("Intellectual Property Content"), all of which, unless otherwise indicated and/or provided pursuant to a third-party license, are our property and we retain all appurtenant rights, interests and title thereto. We also claim ownership rights under the copyright and trademark laws with regard to the "look", "feel", "appearance" and "graphic function" of our Services, including but not limited to, its color combinations, sounds, layouts and designs. You agree and acknowledge that your use of our Services does not confer upon you any license or permission to use our (or any third party's) Intellectual Property Content. You shall not reproduce, modify, display, sell or distribute the Intellectual Property Content, or use it in any other way for public or commercial purposes. All other trademarks, service marks and copyrights are held by their rightful owners. ROVA grants to you a revocable, non-exclusive, non-transferable, worldwide, limited license to make use of the Services to which you utilize. This license does not include any resale of the Services or its contents; any collection of shipment listings, descriptions or prices; any derivative use of any of the Services or its contents; any downloading or copying of User Account information; or any use of data mining, robots or similar data gathering and extraction tools. ROVA may terminate this license at any time for any reason or no reason. All rights not expressly granted to you in this Agreement are reserved and retained by ROVA or its licensors, suppliers, rights holders or other content providers. You may not misuse our Services. You may use our Services only as permitted by law.

2. User Content.

Some parts of the Services may allow you to upload or submit content (such as text, images, video, recipes, lists, links and other materials). You retain all rights in any content that you upload or submit, and are solely responsible for that content. You grant ROVA an irrevocable, non-exclusive, royalty-free, worldwide, transferable, sub-licenseable license to use, store, publicly display, publicly perform, reproduce, modify, create derivative works from and distribute any such content for the purposes of operating, providing and improving the Services. ROVA may, in its sole discretion, remove or take down any content that you upload or submit to the Services for any reason, including violation of this Agreement or any other policies.

3. DMCA Guidelines.

  1. Notification of Infringement

    It is ROVA’s policy to promptly respond to clear notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”). In addition, we will promptly terminate without notice the User Accounts of those determined by us to be “repeat infringers”. If you are a copyright owner or an agent thereof, and you believe that any content hosted on our website infringes your copyrights, then you may submit a notification pursuant to the DMCA by providing ROVA’s designated copyright agent (the “Designated Copyright Agent”) with the following information in writing (please consult your legal counsel or see 17 U.S.C. Section 512(c)(3) to confirm these requirements):

    1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on our website are covered by a single notification, a representative list of such works at our website.

    3. Clear identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit ROVA to locate the material. Providing URLs to the alleged infringing content in the body of an email is the best way to help us locate content quickly.

    4. Information reasonably sufficient to permit ROVA to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted.

    5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

    6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

    7. Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
  2. Counter-Notification.

    If you elect to send us a counter notice, to be effective it must be a written communication that includes the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):

    1. Your physical or electronic signature.

    2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.

    3. A statement under penalty of perjury that the you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.

    4. Your name, address and telephone number, and a statement that the you consents to the jurisdiction of Federal District Court for the District of Massachusetts, and that the you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

    5. Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
  3. Designated Copyright Agent.

    The Designated Copyright Agent to receive notifications and counter-notifications of claimed infringement can be reached as follows:

    Attention: Copyright Agent
    ROVA, LLC
    99 Derby St.
    Hingham, MA 02043
    Or by email at copyright@rovahq.com

    For clarity, only DMCA notices should go to the Designated Copyright Agent. Any other feedback, comments, requests for technical support or other communications should be directed to ROVA’s support team through support@rovahq.com. You acknowledge that if you fail to comply with all of the requirements of this Section 3, your DMCA notice may not be valid.

4. Changes to the Service.

We may, without prior notice, change the Services; stop providing the Services or features of the Services, to you or to Users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

5. Definitions.

  1. Shipper” means a person or company that arranges to have goods shipped. A shipper might be the consignee (recipient of the shipment), the consignor (sender of the shipment) or a third party that is neither.

  2. Transportation Service Provider (TSP)” means an experienced carrier that provides transportation of goods for compensation; may have undergone a background check; and has provided verification of current licensure, motor vehicle insurance and motor vehicle registration.

6. ROVA is a Transportation Network Platform.

The Services comprise a platform by which Shippers and TSPs can interact and directly enter into agreements (the “ROVA Platform”). ROVA is not a party to any shipping agreement made between Shippers or TSPs. All Users of the ROVA Platform make their own decisions. Because we are not involved in the actual transaction between shippers and TSPs, we have no control over the accuracy of a Shipper’s listing, nor can we guarantee the results of the TSP. We use best practices for identity verification of each User, but cannot guarantee with 100% confidence the identity of every User.

7. Services Location.

The Services are controlled and operated from facilities in the United States. ROVA makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies or other entities located in the United States.

8. User Accounts.

Your account to access the Services (your “User Account”) gives you access to the services and functionality, including the ROVA Platform, that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of User Accounts for different types of Users. If you open a User Account on behalf of a company, organization or other entity, then (i) “you” includes you and that entity, and (ii) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to ROVA Platform with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

You may never use another User’s User Account without permission. When creating your User Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your User Account, and you must keep your User Account password secure. We encourage you to use “strong” passwords with your User Account. You must notify ROVA immediately of any breach of security or unauthorized use of your User Account. ROVA will not be liable for any losses caused by any unauthorized use of your User Account.

By providing ROVA your email address you consent to our using the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail or any other form of notice. We may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements or offers.

9. Terms for Users, Shippers and Transportation Service Providers

  1. Users. All Users agree as follows: You agree that you can form legally binding contracts under applicable law. Our Services are not available to temporarily or indefinitely suspended Users. You acknowledge that you are at least 18 years of age. The Services may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement. You agree that ROVA is a tool to facilitate communication between Shippers and TSPs, and you agree that you will not use the Services, including the ROVA Platform, as a means to sell or market any types of goods or products, unless specifically allowed by ROVA.

  2. Shippers. All Shippers agree as follows: You are responsible for all terms, conditions and accuracy of your shipment when posting or booking shipments on the ROVA Platform. You are agreeing to the TSP’s terms and conditions and entering into a legally binding agreement with the TSP, unless the transaction is prohibited by law or by this Agreement. Cancellations may be requested prior to services being rendered. The TSP also has the right to refuse to move any item prohibited by this Agreement or by law.

  3. Transportation Service Providers. All Transportation Service Providers agree as follows: You must legally be able to transport the shipments you book through the ROVA Platform (such pickup and delivery services, “TSP Services”). You agree that it is your obligation to comply with all laws, rules, statutes and regulations that may apply, including all local, state and federal licensing requirements when carrying out your TSP Services. You agree that you are solely responsible for all aspects of your TSP Services that you offer the Shipper. You understand and acknowledge that all shipment information is provided by other registered Users and ROVA has no control over or responsibility for the accuracy of this information. You are responsible for reading all of the shipment details and by accepting shipments on the ROVA Platform, you are entering into a legally binding agreement to complete the services as requested by the shipper. You have the right to inspect your shipment before transporting it, and to refuse to transport any item prohibited by this Agreement or by law. While TSP Services may be scheduled through use of our Services, including the ROVA Platform, ROVA offers information and a method for Shippers to obtain TSP Services through its Services and does not itself provide any delivery, logistics or courier services of any kind, and ROVA is not a logistics carrier.

    You expressly acknowledge that you are not an employee, independent contractor, owner, joint venturer, partner or agent of ROVA and that there is no employment agreement or independent contractor agreement between you and ROVA.

    You are in control of your TSP Services. ROVA does not control the manner and means by which you provide your TSP Services, does not train you on how to perform your TSP Services and does not supervise, direct or control you, or control the manner or prescribe the method you use to perform your TSP Services, and the general public and all governmental agencies regulating the activities contemplated by this Agreement shall be so informed. You shall be solely responsible for determining the most effective, efficient, satisfactory and safe manner to perform your TSP Services. It is up to you to decide if and when to provide your TSP Services to third parties, including Users using the Service. You understand that you are free to provide delivery services to others. You may represent, perform services for, or be employed by others as you choose.

10. Pricing, Fees & Payments.

ROVA does not control prices offered by the Shipper. Algorithms within the ROVA Platform create suggested fees based on various parameters as entered by the Shipper. The Shipper then determines the fee they are willing to provide to get their item from one place to another. Shipper’s pricing is all-inclusive; however, if the actual shipment characteristics are materially different than specified by the Shipper, the TSP will communicate with the Shipper and negotiate a fee above the quoted price. The Shipper shall be responsible for these additional costs and ROVA will charge the Shipper’s payment method on file within 24 hours.

The Shipper pays the TSP a fee through the ROVA Platform and subsequently credited to the TSP’s bank account (the “TSP Fee”). Shippers are solely responsible for paying all fees incurred by any Users of your User Account. Some features on the ROVA Platform require a payment method to be on file with ROVA. You authorize ROVA to charge any applicable fees to the payment method(s) you provide to us. ROVA reserves the right to waive or change our fees, penalties or interest at any time. We may temporarily change or suspend our fees as a promotion and such changes are effective for the promotional period described on the ROVA Platform. There are no registration or subscription fees for TSPs or Shippers. However, ROVA may collect a listing fee in order to list a shipment. The amount for such a listing fee, if any, will be displayed to Users before listing any shipment.

Payment processing services for Users on the ROVA Platform may be provided by Stripe, Inc. (“Stripe”) and, if they are so provided, are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to this Agreement or continuing to operate as a User on the ROVA Platform, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of the ROVA Platform enabling payment processing services through Stripe, you agree to provide the ROVA Platform accurate and complete information about you and your business, and you authorize the ROVA Platform to share it and transaction information related to your use of the payment processing services provided by Stripe.

In the event a TSP assesses additional charges than the original booked quote due to changes as directed by the Shipper, the TSP Fee will be based upon the final assessed shipping price. TSP Fees will be credited to the TSP within 7 days of the completed delivery, by direct deposit into the bank account provided in their User Account. TSPs agree that it is their responsibility to insure the funds are being deposited into the correct bank account. If a TSP changes bank accounts, they must immediately notify us, as some bank account changes could take up to 2 weeks.

11. Cancellations

A Shipper may cancel a delivery before it has been accepted without penalty; however, such Shipper is required to cancel such delivery as soon as possible. A Shipper’s posting that has been accepted and picked up by a TSP will incur a TSP Fee. If the cancellation occurs before the shipment has been picked up, but after the TSP has arrived at the pick-up location, the Shipper will incur you an attempted pick-up TSP Fee. TSP Fees are incurred for all attempted and completed shipments posted by a Shipper. TSP Fees are non-refundable for completed shipments.

12. Disputes with Other Users.

You are solely responsible for your interactions with other Users. We have no obligation to monitor disputes between you and other Users. ROVA shall have no liability for your interactions with other Users, or for any User’s action or inaction.

13 .Information You Submit.

You solely are responsible for any information you provide to us or other Users in the registration, shipping, transportation process or any other use of the ROVA Platform or in connection with the Services. Your personal information and any shipment listings must be true, legal, accurate and non-fraudulent. You authorize ROVA to use the information supplied by you in connection with your use of the ROVA Platform, in connection with the Services and in accordance with this Agreement. You acknowledge and agree that our Services act as a passive conduit for any and all communication and/or distribution of information. We have no control, editorial or otherwise, over any communication, information, and specifically, over the content of such communication or information. We do not and will not ensure the accuracy or reliability of such communication or information nor will we act as a monitor over the content of such communication. You assume legal responsibility for all damages incurred as a result of any of your online communication or distribution of information.

14. Third-Party Links and Information.

The Services may contain links to third-party materials that are not owned or controlled by ROVA. ROVA does not endorse or assume any responsibility for any such third-party sites, information, materials, products or services. If you access a third-party website or service from the Services, you do so at your own risk, and you understand that this Agreement and the Privacy Policy do not apply to your use of such sites. You expressly relieve ROVA from any and all liability arising from your use of any third-party website, service or content. Additionally, your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that ROVA shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

15. Prohibited Activities.

ROVA may suspend or remove your User Account if we suspect that you have engaged in prohibited activities in connection with our Services. Prohibited activities include but are not limited to:

  1. Any use that would be illegal;

  2. Posting illegal, threatening, lewd or offensive information;

  3. Copying and pasting User information from the ROVA Platform to your own website, or on your own personal or business marketing/advertising materials, regardless of the form;

  4. Asking Shippers to divert any payment; or

  5. Charging Users a higher price (including taxes, service charges or any other fees) than that which was agreed upon on the ROVA Platform (provided that the shipment was as described on the ROVA Platform).

16. Right to Suspend or Remove Users.

We reserve the absolute right to reject or suspend your access from the ROVA Platform or your use of the Services for any reason in our sole discretion, including but not limited to: abusive or hostile behavior, unresolved disputes, committing fraud or violating this Agreement.

17. Prohibited and Restricted Items.

You may not list any shipment on the ROVA Platform or our Services that violates any applicable law, statute, ordinance or regulation, or includes prohibited items, including restricted, harmful, hazardous or dangerous goods that may pose a danger to health, safety or property. Anyone who sends, or causes to be sent, restricted, harmful, hazardous or otherwise non-mailable material can be subject to legal penalties (e.g., fines and/or imprisonment).

18 .No Agency.

You hereby agree and acknowledge that your execution of this Agreement, your provision of services your use of the ROVA Platform and/or any other use of the Services does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee/employer or franchisor/franchisee relationship with us and furthermore that no affiliation, association or connection exists between you and ROVA.

19. Confidential Information. “Confidential Information”

shall mean any information relating to or disclosed in connection with this Agreement and the use of the Services, which is or should be reasonably understood to be confidential or proprietary to ROVA, including, but not limited to, technical processes and formulas, source code, product designs, sales, cost and other unpublished financial information, product and business plans, projections and marketing data.

  1. Non-Use and Non-Disclosure. You agree that, unless ROVA gives its prior written authorization, you shall: (i) not use the Confidential Information for any other purpose other than for use of the Services; or (ii) not disclose any such Confidential Information to any person or entity except your directors, officers, employees and contractors who are required to have such Confidential Information in order to implement and use the Services and who are bound by confidentiality obligations protecting the Confidential Information similar to the provisions hereof.

  2. Maintenance of Confidentiality. You shall prevent the unauthorized access, use, disclosure, dissemination or publication of the Confidential Information with the same degree of care that you use to protect your own confidential information of a similar nature, but no less than a reasonable degree of care. You agree to notify ROVA in writing of any misuse or misappropriation of the Confidential Information which may come to your attention.

  3. Compelled Disclosure. If you become legally obligated to disclose Confidential Information by any governmental entity with jurisdiction over it, to the extent permitted by law, you shall give ROVA prompt written notice of such obligations sufficient to allow ROVA the opportunity to pursue its legal and equitable remedies (including but not limited to making an application for a protective order) regarding such potential disclosure. You agree to: (i) assert the confidential nature of such Confidential Information to the governmental entities; (ii) disclose only such Confidential Information as is required to be disclosed by law; (iii) use its commercially reasonable efforts to obtain confidential treatment for any such Confidential Information that is so disclosed; and (iv) provide reasonable assistance to ROVA in protecting such disclosure.

  4. Return of Materials. All documents and other tangible objects containing or representing Confidential Information that have been disclosed by ROVA, and all copies or extracts thereof or notes derived therefrom that are in your possession, shall be and remain the property of ROVA and shall be promptly returned to ROVA or destroyed (with proof of such destruction), each upon ROVA written request.

20. Taxes

You are solely responsible for any and all taxes, levies, charges, and fees incurred or that may be payable to any taxing authority in connection with the transactions hereunder and your use of ROVA.

21. Insurance.

As a condition of doing business with ROVA, each TSP shall automatically be enrolled in the In Service Liability Program facilitated by ROVA through its insurance broker, unless such TSP provides a certificate, satisfactory to ROVA in its sole discretion, reflecting a current commercial liability insurance policy with either (i) a combined single limit coverage at least $300,000 or (ii) bodily injury coverage of at least $100,000 per person and $300,000 in the aggregate, and coverage of at least $100,000 for property damage. In addition, if a TSP does not provide a certificate, satisfactory to ROVA in its sole discretion, reflecting workers compensation coverage or occupational accident coverage (including, without limitation, indemnification of workers’ compensation benefits and expenses payable by or on behalf of ROVA that becomes effective for a claim alleging employee status), such TSP shall automatically be enrolled in the occupational accident program facilitated by ROVA through its insurance broker. TSPs agree that automatic enrollment in these insurance programs shall result in deductions from amounts otherwise owed to the TSPs, and the TSPs specifically consent to these deductions. In addition to, and not in limitation of, the foregoing, TSPs agree to maintain insurance of the types and in the amounts required by law in the jurisdiction in which you operate to perform services as contemplated by this Agreement including, motor vehicle insurance that satisfies the minimum vehicle insurance coverage amounts and types required by state or local law, cargo insurance and worker’s compensation coverage, or suitable alternatives, such as occupational accident insurance, if allowed. TSPs are solely responsible for conducting the appropriate research and consultation necessary to determine the insurance types and amounts they must maintain, to the extent that it is in addition to the minimum coverage specifically required by ROVA. TSPs acknowledge that their failure to secure or maintain satisfactory insurance coverage, including but not limited to vehicle insurance if applicable, shall be deemed a material breach of this Agreement and may result in the termination of the Agreement, the loss of their right to receive delivery opportunities and deactivation of their User Account to access the Services. TSPs agree to make available updated certificates each time they purchase, renew or alter their insurance coverage. TSPs agree to give ROVA at least 30 days' prior written notice before cancellation of any insurance policy required by this Agreement. ROVA reserves the right to require TSPs to identify ROVA as an additional insured on their vehicle insurance. ROVA reserves the right to increase or otherwise modify the minimum insurance requirements for TSPs at any time, without prior notice.

22. Background Checks.

Any TSP wishing to use the ROVA Platform or our Services may be required to submit to a background check conducted by a third-party service provider. ROVA currently receives such services from Checkr, Inc. (“Checkr”). More information about your rights in connection with such background checks may be found at https://checkr.com/, including information about the limited scope of ROVA’s rights to use the results of such background checks and your ability to receive a copy of the report (if applicable).

23. Record Keeping/Audit

ROVA reserves the right to keep records of transactions documentation and communications between you and other Users for administration purposes in accordance with all applicable laws and regulations. You authorize the use of any of this material in any legal proceedings that may be brought against ROVA or its Users.

24. Indemnity.

You agree to defend, indemnify and hold harmless ROVA and its subsidiaries, agents, licensors, managers and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt and expenses (including but not limited to attorneys’ fees) arising from: (i) your use of and access to the Services, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement; (iii) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (iv) your violation of any applicable law, rule or regulation; (v) any content that is submitted via your User Account including without limitation misleading, false or inaccurate information; (vi) any other party’s access and use of the Services with your unique username, password or other appropriate security code; or (vii) your interactions with any other User(s).

Additionally, TSPs agree to defend and hold harmless Shippers and ROVA and its subsidiaries, agents, licensors, managers and other affiliated companies, and their employees, contractors, agents, officers and directors against loss, liability or expense for third parties claims for property damage, bodily injury or death arising out of or in connection with willful, wanton, reckless, illegal or negligent conduct.

However, no Users shall be indemnified hereunder for its own loss, liability, damage or expense resulting from its own negligence or willful misconduct.

25. No Warranty; Disclaimer.

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ROVA OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, ROVA, ITS SUBSIDIARIES, ITS AFFILIATES AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.

FURTHER, ROVA DOES NOT CONTROL, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND ROVA WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN USERS AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. THE FOREGOING INCLUDES ANY DELIVERY SERVICES SCHEDULED THROUGH THE USE OF THE SERVICES.

WITHOUT LIMITING ANYTHING SET FORTH ELSEWHERE IN THIS AGREEMENT, ROVA MAY INTRODUCE USERS FOR THE PURPOSES OF PROVIDING DELIVERY SERVICES. ROVA WILL NOT BE A PARTY TO DISPUTES OR NEGOTIATIONS OF DISPUTES BETWEEN USERS. WE CANNOT AND WILL NOT PLAY ANY ROLE IN MANAGING PAYMENTS BETWEEN USERS. RESPONSIBILITY FOR THE DECISIONS A USER MAKES REGARDING SERVICES OFFERED VIA THE SERVICES (WITH ALL ITS IMPLICATIONS) RESTS SOLELY WITH THE USER. WE WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY USERS AND YOU EXPRESSLY WAIVE AND RELEASE ROVA FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION OR DAMAGES ARISING FROM YOUR USE OF THE SERVICES, OR IN ANY WAY RELATED TO THE USERS INTRODUCED TO YOU BY THE SERVICES. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

26. Limited Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ROVA, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICES. UNDER NO CIRCUMSTANCES WILL ROVA BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR USER ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ROVA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL ROVA, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AGGREGATE AMOUNT EXCEEDING THE GREATER OF (X) THE AMOUNT YOU PAID TO ROVA HEREUNDER IN THE TWELVE MONTHS PRECEDING THE FIRST SUCH CLAIM, PROCEEDING, LIABILITY, OBLIGATIONS, DAMAGES, LOSSES OR COSTS OR (Y) $100.00.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF ROVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

27. Governing Law.

This Agreement and your use of the Services shall be governed by the laws of the state of Delaware, without regard to principles of conflict of laws.

28. Arbitration.

For any dispute with ROVA, you agree to first contact us at support@rovahq.com and attempt to resolve the dispute with us informally. In the unlikely event that ROVA has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration with a single arbitrator through JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitrator may determine that other JAMS rules apply to the Claim(s) if warranted by the facts and circumstances. JAMS may be contacted at www.jamsadr.com and the JAMS rules are available at https://www.jamsadr.com/adr-rules-procedures/. The arbitration will be conducted in Boston, Massachusetts, unless you and ROVA agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; and (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees and your reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section 28 shall be deemed as preventing the parties from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation or violation of its data security, intellectual property rights or other proprietary rights.

29. Class Action Waiver.

You and ROVA agree that any arbitration will be limited to the Claims between you and ROVA individually. YOU ACKNOWLEDGE AND AGREE THAT YOU AND ROVA ARE EACH WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION OR REPRESENTATIVE PROCEEDING (the “Class Action Waiver”). Notwithstanding the foregoing, this Class Action Waiver shall not apply to California Private Attorney General Act Claims brought against ROVA to the extent a Class Action Waiver is not legally enforceable as to those claims. Further, unless both you and ROVA otherwise agree, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. 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.

Notwithstanding any other provision of this Agreement, the agreement to arbitrate pursuant to Section 28 above or the JAMS rules, disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the Claim is filed as a class, collective or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, the class, collective and/or representative action on such Claims must be litigated in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible. You agree and acknowledge that, by entering into these terms, you and ROVA are each waiving the right to a trial by jury.

30. Legal Compliance.

You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of ROVA, your shipment listing and your transportation services.

31. Security.

ROVA uses industry standard practices to safeguard your personal information, including firewalls and Secure Socket Layers (SSL). We utilize several different security techniques to protect data from unauthorized access, but we cannot guarantee the security of our system. We also do not guarantee uninterrupted or secure access to our system, as the operation of our Services can be interrupted by numerous factors outside of our control.

32. Terms Regarding Mobile Applications.

  1. Mobile Applications. We may make available software to access the Services via a mobile device (“Mobile Applications”). To use any Mobile Applications you must have a mobile device that is compatible with the Mobile Applications. ROVA does not warrant that the Mobile Applications will be compatible with your mobile device. We may offer Mobile Applications for mobile devices directly or through third-party stores. As between us and any third-party platform (e.g., Apple App Store or Google Play), we are responsible for operating, maintaining, and supporting the Mobile Applications. You may use mobile data in connection with the Mobile Applications and may incur additional charges from your wireless provider for these services. You agree that you are solely responsible for any such charges. ROVA hereby grants you a non-exclusive, non-transferable, revocable license to use a compiled code copy of the Mobile Applications for one User Account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Applications, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Applications to any third party or use the Mobile Applications to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Applications; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Applications, features that prevent or restrict use or copying of any content accessible through the Mobile Applications, or features that enforce limitations on use of the Mobile Applications; or (v) delete the copyright and other proprietary rights notices on the Mobile Applications. You acknowledge that ROVA may from time to time issue upgraded versions of the Mobile Applications, and may automatically electronically upgrade the version of the Mobile Applications that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that the terms and conditions of this Agreement will apply to all such upgrades. Any third-party code that may be incorporated in the Mobile Applications is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. The foregoing license grant is not a sale of the Mobile Applications or any copy thereof, and ROVA or its third-party partners or suppliers retain all right, title and interest in the Mobile Applications (and any copy thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in this Agreement, is void. ROVA reserves all rights not expressly granted under this Agreement.

  2. Mobile Applications acquired on behalf of the United States Government. If the Mobile Applications is being acquired on behalf of the United States Government, then the following provision applies. The Mobile Applications will be deemed to be “commercial computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, reproduction, release, performance, display or disclosure of the Services and any accompanying documentation by the U.S. Government will be governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement. The Mobile Applications originates in the United States, and is subject to United States export laws and regulations. The Mobile Applications may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Applications may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Applications and the Services.

  3. Mobile Applications from Apple App Store. The following applies to any Mobile Applications you acquire from the Apple App Store (“Apple-Sourced Software”): You acknowledge and agree that this Agreement is solely between you and ROVA, not Apple, Inc. (“Apple”) and that Apple has no responsibility for the Apple-Sourced Software or content thereof. Your use of the Apple-Sourced Software must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple-Sourced Software. In the event of any failure of the Apple-Sourced Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Sourced Software to you; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by this Agreement and any law applicable to ROVA as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the Apple-Sourced Software or your possession and/or use of the Apple-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by this Agreement and any law applicable to ROVA as provider of the software. You acknowledge that, in the event of any third-party claim that the Apple-Sourced Software or your possession and use of that Apple-Sourced Software infringes that third party’s intellectual property rights, ROVA, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement. You and ROVA acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as relates to your license of the Apple-Sourced Software, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as relates to your license of the Apple-Sourced Software against you as a third-party beneficiary thereof.

33. General.

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by ROVA without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. This Agreement may not be modified, the invalidity or unenforceability of any provision of this Agreement shall not affect the validity of this Agreement as a whole and any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under applicable law. The failure by either party to enforce any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein, will not in any way be construed as a waiver of such provisions. The section headings used herein are for convenience only and shall not be given any legal import.
Last Revised Date: September 30, 2019
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