1. Binding Agreement Between User and Ecolane
By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede any prior agreements or arrangements with you. Ecolane may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
Access to certain Services may be restricted to certain users having a login ID and password (“Restricted Content”). If you have been issued a login ID and password in order to access Restricted Content, you may not share your login ID and password with others. When you use your login ID and password to access Ecolane’s Restricted Content, you warrant that you are the authorized user.
Ecolane may amend these Terms from time to time. Amendments will be effective upon Ecolane’s posting of such updated Terms at this location or in the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting confirms your consent to be bound by the Terms, as amended.
Ecolane’s collection and use of personal information in connection with the Services is described in Ecolane’s Privacy Statements located at www.ecolane.com/privacy-policy-mobile-app.
2. Agreement to Arbitrate Claims
By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against Ecolane on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Ecolane, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Ecolane by someone else.
You and Ecolane agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Ecolane, and not in a court of law.
You acknowledge and agree that you and Ecolane are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Ecolane otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, Ecolane expressly retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
Rules and Governing Law
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available here.
The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Illinois.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of Illinois and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.
The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect.
Notwithstanding the provisions above regarding consent to be bound by amendments to these Terms, if Ecolane changes this Arbitration Agreement after the date you first agreed to the Terms (or to any subsequent changes to the Terms), you may reject any such change by providing Ecolane written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective” date above. This written notice must be provided by mail to The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Ecolane in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Terms (or to any subsequent changes to the Terms).
Severability and Survival
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
3. The Services
The Services comprise mobile applications and related services (each, an “Application”), which enable users to arrange and schedule transportation, including with third party providers of such services under agreement with Ecolane or certain of Ecolane’s affiliates (“Third Party Providers”). Unless otherwise agreed by Ecolane in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. YOU ACKNOWLEDGE THAT YOUR ABILITY TO OBTAIN TRANSPORTATION THROUGH THE USE OF THE SERVICES DOES NOT ESTABLISH ECOLANE AS A PROVIDER OF TRANSPORTATION SERVICES OR AS A TRANSPORTATION CARRIER.
Subject to your compliance with these Terms, Ecolane grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Ecolane and Ecolane’s licensors.
The Services and all rights associated with the Services are and shall remain Ecolane’s property or the property of Ecolane’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Ecolane’s company names, logos, product and service names, trademarks or services marks or those of Ecolane’s licensors.
You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Ecolane; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
Third Party Services and Content
4. Access and Use of the Services
User Requirements and Conduct
The Services are available for use by persons under the age of 13 only with the consent of a parent or guardian. By using the Services, you are representing that you are either over the age of 13 or that you are using the Services with the consent of your parent or guardian. You may not authorize third parties to use your Account, and you may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes (e.g., no transport of unlawful or hazardous materials). You may not in your access or use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other party. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.
Network Access and Devices
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Ecolane does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ECOLANE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, ECOLANE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. ECOLANE DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
Limitation of Liability
ECOLANE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF ECOLANE, EVEN IF ECOLANE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ECOLANE SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF ECOLANE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ECOLANE SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND ECOLANE'S REASONABLE CONTROL. YOU EXPRESSLY ACKNOWLEDGE THAT PERSONAL DATA, INCLUDING MEDICAL DATA, PROVIDED TO A MANAGED CARE PROVIDER, INSURANCE PROVIDER, OR OTHER HEALTHCARE PROVIDER MAY BE SHARED WITH ECOLANE TO THE EXTENT NECESSARY TO PERFORM THE SERVICES, AND YOU AGREE THAT ECOLANE SHALL NOT BE LIABLE FOR ANY CLAIM RESULTING FROM ECOLANE’S USE OF YOUR PERSONAL OR MEDICAL INFORMATION IN PERFORMANCE OF THE SERVICES.
You agree to indemnify and hold Ecolane and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; or (iii) your violation of the rights of any third party, including Third Party Providers.
6. Other Provisions
Choice of Law
These Terms are governed by and construed in accordance with the laws of the State of Illinois, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement above or in supplemental terms applicable to your region. However, the choice of law provision regarding the interpretation of these Terms is not intended to create any other substantive right to non-Illinoisans to assert claims under Illinois law whether that be by statute, common law, or otherwise. These provisions, and except as otherwise provided in Section 2 of these Terms, are only intended to specify the use of Illinois law to interpret these Terms and the forum for disputes asserting a breach of these Terms, and these provisions shall not be interpreted as generally extending Illinois law to you if you do not otherwise reside in Illinois. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 2 or to any arbitrable disputes as defined therein. Instead, as described in Section 2, the Federal Arbitration Act shall apply to any such disputes.
Claims of Copyright Infringement
If you believe that your work has been copied and is accessible through the Services in a way that constitutes copyright infringement, or that the Services contain a link or other reference to another online location that contains materials that infringes on your copyright rights, you may provide Ecolane with written notice (“Notice”) by contacting Ecolane’s Designated Agent at the following address:
National Express, LLC
Attn: Corporate Governance Paralegal
Address: 2601 Navistar Drive
City, State Zip: Lisle, IL 60532
To be effective, the Notice must include all information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(3).
Ecolane may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of two business days after mailing or posting (if sent by first class mail or pre-paid post) or upon sending (if sent by email or telephone). You may give notice to Ecolane, with such notice deemed given when received by Ecolane, at any time by first class mail or pre-paid post to our registered agent for service of process, c/o Ecolane USA, LLC.
You may not assign these Terms without Ecolane's prior written approval. Ecolane may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Ecolane's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Ecolane or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Ecolane’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Ecolane in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of these Terms.