1.2. You Must Agree to These Terms in Order to Use the Services – EQUIRIDE provides the Services to you subject to the Terms. By accepting the Terms or by accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by the Terms. You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf). If you are entering into the Terms on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to the Terms, in which case the terms "you" or "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with the Terms, you must not accept the Terms and may not use the Services.
1.3. These Terms May Change – EQUIRIDE reserves the right to change the Terms and any of our policies relating to the Services at any time, effective upon posting of an updated version of the Terms on our website, equirideapp.com (the "Site"). If we make such changes, we will bring them to your attention by placing a notice on the Site, by sending you an email, and/or by some other means. If you don’t agree with the new Terms, you are free to reject them. However, rejecting the new Terms means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, you agree to be bound by all of the changes. Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
2. EQUIRIDE Basics
2.1. EQUIRIDE Connects Shippers and Transporters – EQUIRIDE is not a Shipper or a Transporter and does not itself provide transportation services of any kind. Instead, EQUIRIDE serves as an intermediary between Shippers and Transporters (each, a "User"). Its Services provide a neutral venue and digital clearinghouse that allows Shippers and Transporters to identify, interact with, and enter into shipping agreements with one another (each a "Shipping Agreement"). EQUIRIDE is not a party to any Shipping Agreement and does not endorse, recommend or vouch for any specific Transporter or Shipper. Nor does EQUIRIDE have any control or influence over actions or decisions made by Users. All Users make their own decisions concerning whether, how, and to what extent they use the Services. EQUIRIDE is not involved in the actual transaction between shippers and Transporters and has no control over the accuracy of User identify or listings, the ability of a Transporter to provide the requested transportation services, or the authority or ability of a Shipper to request such services. For this reason, EQUIRIDE cannot ensure that a User will actually complete a shipment and does not guarantee the ability of Users to complete or fulfill any transportation services contracted for using the Services.
2.3. Are You a Shipper or a Transporter? – Users may register as either a Shipper or a Transporter, or both. A Shipper is a person or entity that uses the Services to obtain transportation services. A Transporter is a person or entity that provides those transportation services to a Shipper. Types of Shippers include Owners, Trainers, and Cosigners, each of which can obtain certain specified types of transportation services, as detailed in the registration form. When you register with EQUIRIDE, you can choose more than one role to play and will be provided a separate profile for each role. Then you can switch between profiles according to the role you wish to play when using the Services.
2.4. Shippers and Transporters Use a Standard Base Contract – Once Shippers and Transporters identify one another using the Services, they must enter into a Shipping Agreement for the required transportation services. Both Shippers and Transporters are subject to and must abide by the terms and conditions of their Shipping Agreement, in addition to the Terms set forth here. You agree that any Shipping Agreement will include all the terms and conditions of the EQUIRIDE Standard Base Contract, found here, as well as any consistent additional provisions to which the parties agree. The Standard Base Contract is designed to protect the interests of both Shippers and Transporters. Any deviation from its terms and conditions in a Shipping Agreement may subject one or both parties to obligations and risks they would not otherwise have faced.
2.6. Services Are Accessed Using Mobile Devices – Users access the Services via a mobile device. The Services include: (i) the ability to upload content to the Service via a mobile device, (ii) the ability to browse the Services from a mobile device and (iii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the "Mobile Services"). When you access the Services through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you agree that we may communicate with you regarding EQUIRIDE and other entities by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. You agree that as part of the registration process, EQUIRIDE may request that you verify your mobile device via SMS. In the event you change or deactivate your mobile telephone number, you agree to promptly update your EQUIRIDE account information to ensure that your messages are not sent to the person that acquires your old number.
3.1. EQUIRIDE Estimates Prices and Transaction Fees Based on Input from the Shipper – Our proprietary pricing algorithm takes into account a wide range of factors to determine a fair and reasonable price for each horse transportation arranged through the Services. Once the Shipper uses the Services to submit the relevant details about the required transportation services, EQUIRIDE uses that information to calculate and provide an estimated price to the Shipper and an estimated transaction fee and payment to the Transporter. For this reason, Shippers Such Shipper prices are all-inclusive of applicable fees, taxes, etc., including those provided for in the EQUIRIDE Standard Base Contract, found here. The corresponding estimated Transporter transaction fee and payment are calculated based on the all-inclusive price and any applicable taxes. Note that Users will be liable for any taxes (including VAT, if applicable) required to be paid on their use of the Services or on any payment received (other than taxes on EQUIRIDE’s income).
3.2. The Actual Price Charged May Be Different – If the actual characteristics of the transportation services provided are materially different than those submitted by the Shipper and result in changes such as, but not limited to, the equipment required or the distance travelled, then the actual price and corresponding transaction fee may be different from the original estimates. In that case, EQUIRIDE will use the Services to notify the Shipper of the final all-inclusive price and the Transporter of the final transaction fee and payment.
4.1. You Agree to Pay – Shippers agree to pay the final all-inclusive price they receive from EQUIRIDE for the transportation services arranged through the Services. Transporters agree to allow EQUIRIDE to deduct the final transaction fee from their payment and to accept the resulting final payment amount as complete compensation for the transportation services arranged through the Services.
4.2. Users Must Provide Accurate Payment Information – In order to use the Services, Shippers and Transporters must provide their credit card or bank account (collectively, "Payment Account") details to EQUIRIDE’s Payment Service Provider, Stripe (the "PSP"), so that the PSP can process payments from Shippers and to Transporters and EQUIRIDE. Users may be required to register with the PSP, agree to the PSP’s terms of service, and go through a vetting process at the request of the PSP to set up their account with the PSP. By accepting these Terms, you confirm that you have reviewed and agreed to any PSP Agreement and agree that you and the PSP are the only parties to the PSP Agreement (and that EQUIRIDE is not a party to the PSP Agreement). EQUIRIDE has no obligations or liability to any User under a PSP Agreement. You further represent and warrant to EQUIRIDE that the payment information you submit is true and that you are authorized to use the Payment Account. You will promptly update your Payment Account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. Failure to keep such Payment Account information current and accurate may result in EQUIRIDE’s inability to collect or have distributed amounts due, and may result in the suspension or termination of your access to the Services.
4.3. Shippers Pay upon Completion and Transporters Get Paid upon Completion – When a Shipper completes transportation services using the Services, the estimated price will be charged to the Shipper’s Payment Account. If you are a Shipper, you authorize EQUIRIDE to charge your Payment Account for that price upon completion of the trip using the Services. EQUIRIDE will cause the PSP to charge the Shipper’s Payment Account and distribute payments to the Transporter every Friday of providing notice to the Shipper of the final all-inclusive price and notice to the Transporter of the final transaction fee and payment amount. Timing of distribution of payment to Transporter will vary depending on the form of payment of the Shipper, and may take up to 10 days to process. Once the payment has been processed, the payment will be deposited into the transporters account the next Friday. In the event that the final price is less than the estimated price due to changes in the transportation services provided, an account credit equal to the difference between the amount initially paid and the final price will be applied to the Shipper’s EQUIRIDE account. Shippers should us at please contact us at info@EQUIRIDEapp.com or (859) 948-2971 regarding refund requests, questions or concerns about their EQUIRIDE account credits.
4.4. EQUIRIDE May Withhold or Return Payment in Certain Circumstances – In the event of a breach of these Terms or suspicion of fraudulent activity, EQUIRIDE may, in its sole discretion: (i) direct the PSP to place on hold on a payment to a Transporter or refund a payment to a Shipper; or (ii) or provide EQUIRIDE account credit to the Shipper.
4.5. You Must Raise Any Dispute within 30 Days -- If you dispute any amount charged to your Payment Account or received in connection with transportation services arranged through the Services, you must let EQUIRIDE know within thirty (30) days after the date that EQUIRIDE charges or makes the payment to your Payment Account, as the case may be.
5.1. You Promise Not to Engage in Certain Activities -- You may access and use the Services only for lawful purposes and only in a manner consistent with these Terms. You represent, warrant, and agree that you will not use or interact with the Services or otherwise act in a manner that: 5.1.1. Violates any international, federal or state law, regulation, rule, or statute; 5.1.2. Violates these Terms or any Shipping Agreement; 5.1.3. Represents you as a agent, representative, employee or affiliate of EQUIRIDE; 5.1.4. You know or reasonably should know will create liability for EQUIRIDE; 5.1.5. Frames or links to the Services without EQUIRIDE’s written permission; 5.1.6. Creates more than one User account; 5.1.7. Collects or stores any information about any other User other than as permitted within or through the Services; 5.1.8. Copies or distributes any portion of the Services or text, graphics, images, music, audio, video, information or other like materials without written permission from EQUIRIDE; 5.1.9. Infringes or violates any third party's rights (including those of other Users) including but not limited to copyright, patent, trademark and other intellectual property, privacy, publicity or contractual rights; 5.1.10. Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, or obscene: could cause nuisance, annoyance, and inconvenience or interfere with or negatively affect other Users ability to fully use or enjoy the Services; or is otherwise objectionable; 5.1.11. Attempts to obtain more positive feedback ratings by receiving multiple feedback from the same User or by posting or attempting to post, in any manner or by any means, a feedback review on your own account; 5.1.12. Jeopardizes the security of your EQUIRIDE account or anyone else’s (such as allowing someone else to log in to the Services as you); 5.1.13. Attempts, in any manner, to obtain the password, account, or other security information from any other User; 5.1.14. Violates the security of any computer network, or cracks any passwords or security encryption codes; 5.1.15. Involves the uploading, or insertion of, any programming language or code into or onto the Services or the EQUIRIDE systems supporting them; 5.1.16. Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services; 5.1.17. Scans or tests the vulnerability or security of our Services or the system within which the Services operate; 5.1.18. Uses any computer hardware or software, viruses, trojan horses, worms, Maillist, Listserv, any form of auto-responder or "spam" or any other information technology or computer programming that may interfere with the operation of the Services, operation of any of EQUIRIDE’s systems, and/or create or impose a large burden or load on the Services; 5.1.19. "Crawls," "scrapes," or "spiders" any page, data, or portion of or relating to the Services (through use of manual or automated means); or 5.1.20. Assists any third-party in any of the above.
5.2. You Expressly Agree Not to Bypass the Services – The Services are provided to Users to facilitate ongoing connections, communications, and Shipping Agreements between Shippers and Transporters and to establish and maintain a fair relationship between them relating to horse transportation services, not to help them to meet one another and cut side deals. You represent, warrant, and agree that you will not: 5.2.1. Charge, pay, or in any way attempt to collect, any amounts in excess of the final price that was established for the transportation services through the Services; 5.2.2. Represent or communicate to Users that you are to collect the Transaction Fee; 5.2.3. Request payment from another User via instant cash transfer services (non-bank, point-to-point cash transfer services such as but not limited to Western Union or Moneygram); 5.2.4. Cause another person or entity to engage in any conduct, act or behavior intended or designed to circumvent or avoid, in any manner, our right to a Transaction Fee; 5.2.5. Enter into any transaction, letter of intent or memorandum of understanding, written or verbal, formal or informal agreement, with a member, that circumvents or avoids our right to a Transaction Fee; 5.2.6. Communicate or correspond, whether by written, verbal, or electronic means, with a User for the purpose of entering into an agreement or transaction that circumvents or avoids our right to a Transaction Fee; 5.2.7. Share with other Users, through the EQUIRIDE site or otherwise, personal contact information, such as but not limited to: website addresses, fax numbers, phone numbers or email addresses; or 5.2.8. Use personal contact information, such as but not limited to: website addresses, fax numbers, phone numbers, or email addresses, obtained through the EQUIRIDE site or otherwise from Users to offer to provide horse transportation services.
5.3. You Expressly Agree Not to Compete with EQUIRIDE or Try to Hire Our Employees – You represent, warrant, and agree that, as long as you are a User and for one year afterwards, you will not: 5.3.1. Interfere with any of EQUIRIDE’s business relationships, such as but not limited to those with other Users, by knowingly, directly or indirectly, soliciting or attempting to solicit, divert, and/or send marketing content to any User with which you initially established a relationship through the Services; or 5.3.2. Solicit to hire or hire our employees of whom you become aware of through your use of the Services or otherwise in connection with the performance of these Terms.
6.1. EQUIRIDE Grants You a License to Use the Services – EQUIRIDE owns the Services. Any software that may be made available by EQUIRIDE in connection with the Services (the "Software") contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to these Terms, EQUIRIDE hereby grants you a non-transferable, non-sublicensable and non-exclusive right and license to use the object code of any Software solely in connection with the Services, so long as you do not violate any of the Terms, including but not limited to those set forth in the Restrictions section above. Any rights not expressly granted herein are reserved. 6.2. Your Rights in Other EQUIRIDE Intellectual Property – The materials displayed on or available through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User submissions, EQUIRIDE’s logo and other registered Trademarks, and so forth (all of the foregoing, the "Content") are protected by copyright, trademark, and/or other intellectual property laws, even though you may be able to download them using the Services. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services. You also agree not to use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) unless expressly allowed by the Services; (ii) without the prior consent of the owner of that Content; or (iii) in a way that violates someone else’s (including EQUIRIDE’s) rights.
7.1. Protect the Security of your Account – You are responsible for maintaining the confidentiality of your password and account and agree not to share your account or password with anyone. To that end, you also agree to: (i) ensure that you exit from your account at the end of each session when accessing the Services; and (ii) immediately notify EQUIRIDE of any unauthorized use of your password or account or any other breach of security. 7.2. You Are Responsible for How Your Account Is Used – You’re fully responsible for any and all activities that occur under your password or account. EQUIRIDE will not be liable for any loss or damage arising from your failure to comply with the security requirements set forth in these Terms.
8. Apple-Enabled Software Applications
8.1. EQUIRIDE offers Software applications that are intended to be operated in connection with products made commercially available by Apple Inc. ("Apple"), among other platforms. With respect to Software that is made available for your use in connection with an Apple-branded product (such Software, "Apple-Enabled Software"), in addition to the other provisions of these Terms, the following terms and conditions apply: 8.1.1. EQUIRIDE and you acknowledge that these Terms are concluded between EQUIRIDE and you only, and not with Apple, and that as between EQUIRIDE and Apple, EQUIRIDE, not Apple, is solely responsible for the Apple-Enabled Software and the content thereof. 8.1.2. You may not use the Apple-Enabled Software in any manner that is in violation of or inconsistent with the Usage Rules set forth for Apple-Enabled Software in, or otherwise be in conflict with, the App Store Terms of Service. 8.1.3. Your license to use the Apple-Enabled Software is limited to a non-transferable license to use the Apple-Enabled Software on an iOS Product that you own or control, as permitted by the Usage Rules set forth in the App Store Terms of Service. 8.1.4. Apple has no obligation whatsoever to provide any maintenance or support services with respect to the Apple-Enabled Software. 8.1.5. Apple is not responsible for any product warranties, whether express or implied by law. In the event of any failure of the Apple-Enabled Software to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Apple-Enabled Software to you, if any; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Apple-Enabled Software, or any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, which will be EQUIRIDE’s sole responsibility, to the extent it cannot be disclaimed under applicable law. 8.1.6. EQUIRIDE and you acknowledge that EQUIRIDE, not Apple, is responsible for addressing any claims of you or any third party relating to the Apple-Enabled Software or your possession and/or use of that Apple-Enabled Software, including, but not limited to: (i) product liability claims; (ii) any claim that the Apple-Enabled Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. 8.1.7. In the event of any third party claim that the Apple-Enabled Software or the end- user’s possession and use of that Apple-Enabled Software infringes that third party’s intellectual property rights, as between EQUIRIDE and Apple, EQUIRIDE, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim. 8.1.8. You 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. 8.1.9. If you have any questions, complaints or claims with respect to the Apple-Enabled Software, they should be directed to EQUIRIDE at info@EQUIRIDEapp.com or (859) 948-2971. 8.1.10. EQUIRIDE and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms with respect to the Apple-Enabled Software, and that, upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms against you with respect to the Apple-Enabled Software as a third party beneficiary thereof.
9.1. User Representations and Warranties – You represent and warrant to EQUIRIDE that: (i) you are legally entitled and have the right, authority and capacity to enter into and completely perform the binding contract created by these Terms; (ii) you own all your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow EQUIRIDE to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) your Content and other activities in connection with the Services, and EQUIRIDE’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right; (iv) your Content and other activities in connection with the Services does not contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; (v) your use of the Services is for your sole, personal use; and (vi) you are of the required legal age if you reside in a jurisdiction that restricts the use of the Services because of age, or restricts the ability to enter into agreements due to age (or if not, you’ve received your parent’s or guardian’s permission to use the Services and gotten your parent or guardian to agree to these Terms on your behalf).
9.2. Termination – We reserve the absolute right to terminate these Terms and your Use of the Services at any time and for any reason or for no reason and without notice to you. Events that may result in such termination include but are not limited to a violation of the Restrictions section above or any other portion of these Terms. EQUIRIDE may also, terminate these Terms and your Use of the Services, remove your information from our databases, warn our community of your actions, OR issue a warning if we suspect that you have engaged in prohibited activities in connection with the Services. In addition, we reserve the right to pursue any and all rights and remedies provided by law or in equity. You have the right to terminate your account at any time by sending a cancellation request to info@EQUIRIDEapp.com.
9.3. EQUIRIDE Disclaimer of Warranties –YOUR USE OF THE SERVICES AND CONTENT IS ENTIRELY AT YOUR OWN RISK. RESPONSIBILITY FOR THE DECISIONS YOU MAKE REGARDING YOUR USE OF THE SERVICES RESTS SOLELY WITH YOU. THE SERVICES ARE PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ALL WARRANTIES ARE HEREBY DISCLAIMED BY EQUIRIDE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. Without limiting the foregoing, EQUIRIDE does not warrant or guarantee: (i) the accuracy, copyright compliance, legality, or decency of Content contained in or accessed through the Services; (ii) that access to the Services will be uninterrupted, error- free, secure, timely or operate on any mobile device or in combination with any other hardware, application, system or data; (iii) the results that may be obtained from the use of the Services; (iv) that the Services or the quality of any transportation services obtained by you through the Services, will meet your requirements or expectations; (v) the timeliness, accuracy, or reliability, of any User; (vi) the timeliness, accuracy, or reliability of our Services, or any information obtained through or in connection with the use of the Services; (vii) that the Services are free from viruses, worms, Trojan horses, or other harmful components or that any errors or defects in the Services will be corrected; or (viii) that any personal information supplied by you will not be misappropriated, intercepted, deleted, destroyed or used by others.
9.4. Limitation of Liability – TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW AND EXCEPT AS PROVIDED IN SECTION 9.5, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL EQUIRIDE BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR: (A) ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING DAMAGES FOR PERSONAL INJURY, PROPERTY DAMAGE, WORK STOPPAGE, ACCURACY OF RESULTS, COMPUTER FAILURE OR MALFUNCTION, OR LOSS OF DATA, REVENUE, GOODWILL, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE), EVEN IF EQUIRIDE AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.; (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO EQUIRIDE IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE APPLICABLE CLAIM; (C) ANY ACTS, OMISSIONS, OR FAILURES OF A SHIPPER OR TRANSPORTER; OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU. SOME STATES DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY OR BE ENFORCEABLE WITH RESPECT TO YOU, AND IN SUCH CASE, EQUIRIDE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY SUCH APPLICABLE LAW.
9.5. Indemnification –You agree to indemnify and hold harmless EQUIRIDE and its officers, directors, and employees (collectively, the "Indemnitees") from and against the aggregate of any and all Damages incurred or suffered by any of the Indemnitees arising out of, relating to, or resulting from your performance or violation of these Terms and not caused by our sole negligence, except to the extent prohibited by law. You also agree to, at your own cost and expense, defend the Indemnitees from and against all allegations (even though such allegations may be false, fraudulent or groundless) asserted in any and all claims, liens, demands, causes of action, or suits against any Indemnitee by a non-party seeking Damages, including but not limited to Damages relating to infringement of intellectual property ("Claims"), whether actual or alleged and whether or not your indemnity obligations under this Section shall apply. EQUIRIDE will provide notice to you of any such claim, suit or demand. You agree to use counsel reasonably satisfactory to EQUIRIDE in the defense of the Claims and to regularly, but no less frequently than monthly, advise us of the current status of any Claims being defended by you in accordance with this provision. EQUIRIDE reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section. In such case, you agree to cooperate with any reasonable requests assisting EQUIRIDE’s defense of such matter. "Damages" means the aggregate of any and all actions, suits, claims, losses, costs, judgments, deficiencies, penalties, obligations, liabilities, damages, fines and expenses (including, without limitation, reasonable attorneys’ fees and disbursements incurred in connection with both non-party claims and the enforcement of these Terms) of any kind (including any special, consequential, incidental, punitive and any other indirect damages to the extent suffered directly or indirectly by any party or non-party and claimed against a party).
9.6. Arbitration / Dispute Resolution – You agree that any legal disputes or claims arising out of or related to these Terms, whether such dispute or claim is related to the use of the Services or the interpretation, enforceability, revocability, or validity of these Terms, ("Dispute") that cannot be resolved informally shall be resolved in Lexington, Kentucky, by binding arbitration in the English language before an arbitrator or arbitration service agreed to by you and EQUIRIDE. A party who desires to initiate arbitration must provide the other party with a written demand for arbitration. You agree that, in the event of arbitration: (i) you and EQUIRIDE shall each share equally in any filing fee or deposit required, which shall be taxed at costs in favor of the prevailing party at the conclusion of arbitration; (ii) judgment upon the arbitration award may be entered in any court having jurisdiction thereof; (iii) the Kentucky Rules of Civil Procedure shall exclusively govern the arbitration of the Dispute; and (iv) the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative, collective, or class proceeding. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Should EQUIRIDE reasonably determine that you refuse to cooperate in the selection of a service or arbitrator, we may, at our sole discretion, select an arbitration service and/or arbitrator. In the alternative, EQUIRIDE may, at our sole discretion, elect to proceed with litigation in either the United States District Court located in Lexington, Kentucky, or a Kentucky state court located in Lexington, Kentucky, which together shall be the exclusive options for jurisdiction and venue for the resolution of any Dispute. In any event, these Terms and any and all claims, actions, proceedings and disputes arising out of or in connection with or related to the relationships and arrangements between you and EQUIRIDE described in these Terms shall be governed by and construed in accordance with the laws of the State of Kentucky, excluding that State’s choice-of-law principles, and all claims relating to or arising out of these Terms, or the violation thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of Kentucky, excluding that State’s choice-of-law principles. You agree that, in the event of litigation: (i) you must in your individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding; and (ii) the prevailing Party shall receive its costs, expenses, and attorney’s fee associated with litigation. EQUIRIDE IS NOT A PARTY TO SHIPPING AGREEMENTS AND WILL NOT BE A PARTY TO, OR INVOLVED IN THE RESOLUTION OF, DISPUTES BETWEEN ANY OF OUR USERS.
9.7. Assignment – You may not assign, delegate or transfer these Terms or your responsibilities, duties and obligations (or any portion thereof) or your Services account, in any way without EQUIRIDE’s prior written consent. Any purported assignment in violation of this section shall be void. We may transfer, assign, or delegate these Terms and our rights and obligations without restriction.
9.8. Survival – Sections 4.1, 4.4, 4.5, 5, 6.2, 7.2, 8, and 9 of these Terms shall survive the termination of the Terms.