Terms and Conditions - Equilli

Terms and Conditions

Effective: November 4th, 2019

  1. Introduction and Eligibility

Please read these Terms and Conditions (“Terms“) carefully before using the Service.

These Terms constitute a legally binding agreement between you and Equilli, Inc. and its affiliates and subsidiaries (“Equilli,” “our,” “we,” “us,” “Equilli community”). “You” and “users” shall mean all users of the Service. These Terms, together with any documents they expressly incorporate by reference, govern your access to and use of http://www.equilli.app/ (the “Website”), or our mobile application, Equilli (the “App”), including any content, functionality and services offered on or through the Website or the App (together with the Website and App, the “Service,” “Services”), whether as a guest or a registered user. You accept these Terms each time you access the Service. If you do not accept these Terms, you must not use the Service. Use of Equilli is restricted to users 17 years of age or older.

This agreement is a legally binding contract. It may change as our business changes, and you agree you will review it and any updates regularly. Your continued use of the Service means you accept any changes.

Any personal data you submit to Equilli or which we collect about you is governed by our Privacy Policy (“Privacy Policy”). A copy of our Privacy Policy is available here. You acknowledge that by using the Equilli you have reviewed the Privacy Policy.

  1. What Equilli Does

Equilli is an app-based communications platform which enables connections between Requesters and Providers. “Requesters” are individuals and/or businesses seeking to obtain short-term task services (“Tasks”) from Providers and are therefore clients of Providers, and “Providers” are individuals and/or businesses seeking to perform Tasks for Requesters. Requesters and Providers together are hereinafter referred to as “Users.” If you agree on the terms of a Task with another User, you and such other User form a Service Agreement directly between the two of you as set forth in more detail in Section 4 below.

One of the tasks Equilli allows users to participate in connects providers and requesters who are willing to share a vehicle (a “ride,” “rides,” “carpool”) and where requesters may be required to pay the providers a contribution towards the providers costs (such as gas, toll lanes, etc.) in connection with such ride made by the provider. As with all other tasks, this contribution will be in the form of an EQ transfer (more detail regarding the EQ is found in section 6 below). A ride and rides are hereinafter referred to as “tasks.” All carpool arrangements made through Equilli are between requesters and providers. Equilli is not a party to any carpool agreements. Equilli does not represent or endorse and will not be responsible for:

  1. User Vetting and Identity Checks

Providing Tasks:

You agree to not misrepresent in any way, whether material or not, any aspect of your identity, background, credentials, regulated status or professional standing when using Equilli. You agree to comply with all applicable laws and regulations in the jurisdictions in which you provide or offer to provide Tasks. If your offer or provision of a Task requires a license or other regulatory approval, you must first obtain that license or approval and remain in good standing before offering or providing the Task.

Verifying User Details:

Although Equilli may in some instances attempt to verify certain information provided by users, Equilli has no obligation to do so and makes no representations regarding the accuracy of such verification. It is your responsibility to verify the identity, qualifications and status of a user. This includes proper driver’s license credentials, insurance, vehicle registration, and insuring all vehicles used to perform a task meet up to date state and federal inspection guidelines.

User Vetting:

In Equilli’s sole discretion, users may be subject to an extensive vetting process before they can register for and during their use of Equilli, including but not limited to a verification of identity, using third-party services as appropriate (“Identity Checks”). Although Equilli may perform Identity Checks, Equilli is not required to do so and cannot confirm that each user is who they claim to be. Equilli cannot and does not assume any responsibility for the accuracy or reliability of Identity Check information or any information provided through Equilli.

When interacting with other Users, you should exercise caution and common sense to protect your personal safety, data, and property, just as you would when interacting with other persons whom you don’t know. Equilli will not be liable for any false or misleading statements made by users of Equilli. Neither Equilli nor its parents, affiliates or licensors, including their respective directors, officers, shareholders, agents, investors, subsidiaries, attorneys, representatives, insurers, employees, successors and assigns (hereinafter referred to collectively as “Equilli”) is responsible for the conduct, acts, or omissions, whether online or offline, of any user of Equilli and you hereby release Equilli from any and all liability, claims, demands, or damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with Equilli.

  1. Contract/Interaction Between Users

User Disputes:

We are not responsible for any disputes or disagreements between you and any user or third-party you interact with using the Service. You assume all risk associated with dealing with users and third-parties. You agree to resolve disputes directly with the other party. You release Equilli of all claims, demands, and damages in disputes among users of the Service. You also agree not to involve us in such disputes. Use caution and common sense when using the Service.

Responsibility for the decisions you make regarding services offered via Equilli (with all their implications) rests solely with you. Equilli only enables connections between users for the fulfillment of tasks. Equilli is not responsible for the performance or communications of users, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of tasks, providers, requesters, nor of the integrity, responsibility, competence, qualifications, or any of the actions or omissions whatsoever of any users, or of any ratings provided by users with respect to each other. Equilli makes no warranties or representations about the suitability, reliability, timeliness, or accuracy of the tasks requested or services provided by, or the communications of or between, users identified through Equilli, whether in public, private, or offline interactions or otherwise howsoever. You expressly waive and release Equilli from any and all liability, claims or damages arising from or in any way related to the requesters or providers.

Respect the privacy of your fellow users. In particular, do not misuse personal information about Requesters or Providers that you may access through your use of the Service.

You understand that by using Equilli, you and your personal property may be exposed to situations that are potentially dangerous or harmful, unsafe or otherwise objectionable, and that you use Equilli at your own risk.

  1. Communications Between Equilli and Users. Communication Between Users and Other Users

Text Messages, Apple IMessages, Phone Calls and Email:

By using Equilli, you expressly consent and agree to accept and receive communications from us and other users, including via fax, text (SMS) messages, Apple IMessages, phone calls, push notifications and other reasonable means at any of your contact numbers or addresses, even if you are listed on any federal, state, provincial or other applicable "Do Not Call" list, in order that we and other users may provide the services set forth on Equilli, to service your account, arrange specific task details, to reasonably address matters pertaining to your account, including but not limited to notifying you of, or confirming, appointments that you have scheduled, or for other purposes reasonably related to your service request and our business, including marketing related emails. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. Text (SMS) messages, Apple IMessages and phone calls are the primary method of communication between users and other users to facilitate task arrangements. By consenting to being contacted by Equilli and other users, you understand and agree that you may receive communications, including marketing communications generated by automatic telephone dialing systems and/or which will deliver pre-recorded messages, sent by or on behalf of Equilli, its affiliates, subsidiaries, parents and/or users, including but not limited to:

For certain tasks, you also expressly authorize Equilli to send you an automated pre-recorded communications confirming your task request, along with calls, text (SMS) messages and Apple IMessgaes from users that can help you with your request to the land-line or mobile phone number you provided, and you understand that either Equilli or users may use automated phone technology (including autodialed and pre-recorded messages) to call you and that your consent is not required. You acknowledge that you are not required to consent to receive promotional messages as a condition of using Equilli. If a contact number you have provided to us is no longer your number, you agree to notify us promptly that you can no longer be reached at that number. You represent that you have received, and are authorized to convey to us, the consent of any authorized users on your account to be contacted by us as described in this section. You agree that all consents provided in this section will survive cancellation of your account. If you do not wish or consent to receiving text (SMS) messages, Apple IMessages or calls from Equilli or its users, please do not use Equilli.

Equilli may communicate with you by email, text (SMS) message, Apple IMessage or posting notice on the Service. You agree to receive emails from us at the email address you provided to us for customer service-related purposes. Equilli may send you emails concerning our products and services, as well as those of users and third-parties. You may opt-out of promotional emails by following the unsubscribe instructions in a promotional email. By using the Service or providing personal Information to us, you agree that we may communicate with you electronically regarding security, privacy, and administrative issues relating to your use of the Service. You will not be able to use Equilli without agreeing to receive emails, text (SMS) messages, Apple IMessages, or phone calls from Equilli and other users.

Push Notifications:

When you install our app on your mobile device you agree to receive push notifications, which are messages an app sends you on your mobile device even when the app is not on. You can turn off notifications by visiting your mobile device's "settings" page.

Items or Goods Reimbursement:

In some cases providers will need to purchase items or goods with real currency in association with completing a task. Requesters agree to reimburse providers for the full value of the items or goods based upon the receipt of purchase obtained for the purchase of such items or goods. Equilli is not held liable for this obligation for requesters to reimburse providers for the value of items or goods. Any disputes that arise between users, for the aforementioned purchases and reimbursements are solely between providers and requesters. Equilli will not provide any form of reimbursement or payment for disputes that arise between providers and requesters.

  1. EQ Transfer

In order to provide incentive for providers to provide and complete tasks using Equilli, a transfer of EQ tokens (“EQs”, “EQ”, “the EQ”) will take place. EQ’s are Equilli’s virtual in-app currency. You acknowledge that EQs are not real currency or any type of financial instrument and are not redeemable for any sum of money from Equilli, Inc. or other users at any time. You agree that Equilli has the right to manage, regulate, control, and/or modify the license rights underlying such EQs as it sees fit and that Equilli will have no liability to you based on its exercise of this right. Equilli, Inc. makes no guarantee as to the nature, quality or value of the features of the service that will be accessible through the use of EQs, or the availability or supply of EQs.

Providers have the ability to request any quantity of EQs from requesters for providing the tasks agreed upon on the app and through personal off-app communications between users. This quantity is decided upon in-app by providers and by requesting a task, requesters agree to transfer the specified quantity of EQs to the provider.

When a requester and provider agree to a task, the specified quantity of EQs will be subtracted from the requesters Equilli account and the specified quantity of EQs will be added to the providers Equilli account. EQs for the specific task will only be transferred from the requesters account to the providers account when the provider uses their mobile device to scan the requesters task specific in-app QR code.

Incentive for providers to provide tasks for requesters can only be in the form of an EQ transfer. There is no other form of currency or financial instrument allowed on Equilli.

EQs may not be purchased, obtained or distributed in any manner besides providing or requesting a task on Equilli or if Equilli directly deposits EQs in a user’s account. Equilli may at any time run promotions to distribute additional EQs to users at our sole discretion.

  1. Public Area/User Conduct/Termination and/or Suspension

Do not do bad things with the Service, try to break it, or steal our hard work.

You agree to use the Service only for its intended purpose. You must use the Service in compliance with all privacy, data protection, intellectual property, and other applicable laws.

Equilli Community Guidelines:

Equilli’s community, like any community, functions best when its users follow a few simple rules. By accessing Equilli, you agree to comply with these community guidelines (the “Community Guidelines”) and that:

Please let us know about inappropriate behavior. If you find something that violates our Community Guidelines, please let us know, and we’ll review it. We reserve the right, in our sole and absolute discretion, to deny you access to Equilli (or any portion of it) and/or to remove any user content (defined below) without notice.

If you do not act acceptably, we may prohibit your use of the Service.

We will have the right to investigate and prosecute violations of the above to the fullest extent of the law. Equilli reserves the right to involve and cooperate with federal, state and local law enforcement authorities in prosecuting users to violate these Terms in a criminal manner.

We reserve the right to suspend or terminate your account and prevent access to the Service for any reason, at our discretion. We reserve the right to refuse to provide the Service to you in the future.

Equilli may review and remove any third-Party content at any time for any reason, including activity which, in its sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of users of the Service.

You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the Service.

  1. App Updates/Changes to Service

By installing the Equilli app, you consent to the installation of the app and any updates or upgrades that are released through Equilli. The app (including any updates or upgrades) may:

You can uninstall the app at any time.

We may change, suspend, or discontinue any aspect of the Service at any time, including hours of operation or availability of the Service or any feature, without notice or liability.

  1. Account/Credentials/Username/Password

To use the Service, you may need to create an Equilli account (“Account”) and log-in by providing a username, password and providing other credentials such as email address, phone number, physical address, vehicle details (vehicle make, model, license plate, color), or photo of yourself (herein referred to as “Credentials”). Your credentials are personal to you, and you may not share your credentials with, or allow access to your account by any other user or third-party. As you will be responsible for all activity that occurs under your account or credentials (including, without limitation, the behavior of any other people that travel in your party), you agree to use reasonable efforts to prevent unauthorized access to or use of the Service and to preserve the confidentiality of your credentials, and any device that you use to access the Service.

  1. Content Use and Ownership

Equilli owns or has rights to all of the content and intellectual property we make available through the Service, but you may use it as you use the Service. You cannot use our logo without our written permission. The term “content” or “contents” as used generally in these Terms shall mean any text, graphics, images, music, software (excluding the Service), audio, video, information, computer code, intellectual property or other materials.

The contents of the Service include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other Equilli content (collectively, “Equilli Content“). All Equilli Content and the compilation (meaning the collection, arrangement, and assembly) of all Equilli Content are the property of Equilli or its licensors and are protected under copyright, trademark, and other laws.

License to You:

We authorize you, subject to these Terms, to access and use the Service and the Equilli Content solely to arrange tasks. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of Equilli content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Equilli Content on any copy you make of Equilli Content.

Equilli Marks:

Equilli, the Equilli logo, and other Equilli logos and product and service names are or may be trademarks of Equilli (the “Equilli Marks“). Without our prior written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the Equilli Marks.

  1. Third-party/External Sites

Equilli may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer and mobile device from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

You are responsible for your actions when using and relying on the Service or content available on the Service.

We do not represent or guarantee the truthfulness, accuracy, or reliability of content, posted by third parties (“Third-Party Content“). You accept that any reliance on material posted by other users or third-party service providers will be at your own risk. By using the Service you accept the risk that you might be exposed to content that is objectionable or otherwise inappropriate. Equilli does not endorse any, nor is it responsible for, Third-Party Content on the Service.

  1. User Generated Content

You (or the people who allow you to use their content), own all of the content you post using the Service. However, we may use it for any purpose, including in our marketing materials. We may also modify your content to make it work better.

It is very important that you have permission to use other people’s content, or they (or their parent or guardian) may be able to sue you for violating their legal rights.

Equilli Claims No Ownership:

The Service may provide users with the ability to post content (“User Content“). Equilli claims no ownership or control over User Content. You or a third-party licensor, as appropriate, retain all copyright, patent, and trademark rights to any of the content you post on or through the Service. You are responsible for protecting those rights.

Equilli’s Use of Posted Content on the Service:

By posting User Content on or through the Service, and subject to Equilli’s Privacy Policy, you grant Equilli a worldwide, non-exclusive, irrevocable, perpetual, royalty-free, transferable right to license, sublicense, use, view, copy, adapt, sell, transfer, modify, remove, publish, transmit, distribute, broadcast, stream, perform or publicly display your User Content for any purpose without compensation to you, including for the purpose of promoting Equilli and its services. While we will try our best to not use your User Content in a way that may be objectionable to you, you waive any rights you may have regarding your User Content being altered or manipulated in any way that may be objectionable to you. Please email us at equilliapp@gmail.com if you believe your User Content is being used in an objectionable manner and we will do what we reasonably can to remedy such use of your User Content. The license granted in this paragraph will continue even after you stop using the Service. Equilli reserves the right to refuse to accept, post, display, or transmit any User Content at its sole discretion.

You Acquire No Ownership in the Content of Equilli or Others:

You understand and agree that you will not obtain as a result of your use of the Service, any right, title or interest in or to such content delivered via the Service or in any intellectual property rights (including, without limitation, any copyrights, patents, trademarks, trade secrets or other rights) in the content. Equilli alone (and its licensors, where applicable) owns all right, title and interest, including all related intellectual property rights, in and to the Service. The Equiili name, the Equilli logo, and the product names associated with the Service are trademarks of Equilli or third parties, and no right or license is granted to use them.

You Must Have Rights to the Content You Post:

You represent and warrant that:

Ratings and Reviews:

Equilli may allow you to rate (“Ratings”) and post reviews (“Reviews”) of requesters and providers. Such Ratings and Reviews are considered User Content and are governed by these Terms, including, without limitation, your agreement regarding your use of Equilli. Ratings and Reviews are not endorsed by Equilli, and do not represent the views of Equilli or of any affiliate or partner of Equilli. Equilli does not assume liability for Ratings and Reviews or for any claims, liabilities, or losses resulting from any Ratings and Reviews. We strive to maintain a high level of integrity with our Ratings and Reviews and other User Content. Therefore, all Ratings and Reviews must comply with the following criteria:

  1. Suggestions on How to Improve the Service

We appreciate your comments, but if you send us creative ideas, we can use them without compensating you.

We appreciate hearing from our users and welcome your comments regarding the Service. Please be advised, however, that if you send us creative ideas, suggestions, inventions, enhancement requests, feedback, recommendations or materials (“Suggestions“), we shall:

  1. Worker Classifications/Independent Contractors

Providers are independent contractors of requesters and not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of Equilli. Equilli does not perform tasks and does not employ individuals to perform tasks. Users hereby acknowledge that Equilli does not supervise, direct, control or monitor a provider’s work and expressly disclaims any responsibility and liability for the work performed and the tasks in any manner, including but not limited to a warranty or condition of good and workmanlike services, warranty or condition of quality or fitness for a particular purpose, or compliance with any law, regulation, or code. No agency, partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended or created by this agreement.

As set forth in Section 1, Equilli does not perform tasks and does not employ individuals to perform tasks. Each user assumes all liability for proper classification of such user’s workers based on applicable legal guidelines. As a requester, you indemnify and hold Equilli harmless, and as a provider, you fully and finally release Equilli, from all liabilities, claims, causes of action, demands, damages, losses, fines, penalties or other costs or expenses that providers may incur or become entitled to, whether under contract, common law, civil law, statute or otherwise, in respect of tasks or service agreements or the use of Equilli, including with respect to misclassification of providers and the termination or cessation of any tasks, service agreements, this agreement or the use of Equilli.

Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Equilli. Each user acknowledges and agrees that Equilli does not, in any way, supervise, scope, direct, control or monitor a providers’s work or Tasks performed in any manner. Company does not set a provider’s work hours or location of work. Equilli will not provide any equipment, tools, labor or materials needed for a particular Task. Equilli does not provide any supervision to users.

Equilli is not an employment agency service or business and Equilli is not an employer of any user. As such, Equilli is not responsible for and will not be liable for workers’ compensation or any tax payments or withholding, including but not limited to applicable sales taxes, unemployment or employment insurance, Canada Pension Plan, social security, disability insurance or any other applicable federal, provincial or state withholdings in connection with a user’s use of Equilli. Providers acknowledge and confirm that they are responsible for exercising their own business judgment in performing Tasks and that, depending on how they exercise such business judgment, there is a chance for individual profit or loss.

  1. Safety

Equilli is available on mobile devices. Do not use Equilli in a way that distracts you or prevents you from obeying traffic or safety laws.

Transactions involving Alcohol:

Alcoholic beverages (including but not limited to beer, wine, cider, and spirits, as applicable; all referred to as "Alcoholic Beverages") may only be purchased by providers who are of legal age and given to requesters who are of legal age. If a task involves purchasing alcohol, you expressly represent and warrant that:

Deliveries of Alcoholic Beverages may not be made to anyone who is intoxicated, regardless of his or her age. You further understand and acknowledge that neither Equilli nor the Provider can accept your order of Alcoholic Beverages, and the order will only be delivered if the third-party merchant accepts your order.

Property Damage or Theft:

Equilli is not responsible for any personal property theft or damage that may occur when a provider is providing a task or a requester is receiving as task.

When using Equilli, you acknowledge you will have in-person interactions (“interactions”) with other users. Please exercise caution when letting providers or requesters into your home, vehicle or any domain where these interactions occur. Equilli is not responsible for the conduct of any provider or requester. When using Equilli you release Equilli from all liability that arises from a user inflicting physical, mental or emotional harm/injury on another user. Please use Equilli at your sole discretion.

  1. Taxes

You will be responsible for paying any applicable taxes relating to your EQ transfers and credits received and will indemnify and hold harmless Equilli, Inc. from any and all taxes, including sales tax, based on any EQ transfers made or received by you in connection with the Service. Any taxes imposed on EQ transfers will be your sole responsibility. Upon our request, you will provide Equilli, Inc. with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes.

You understand that the United States requires all taxpayers to report the fair market value of their earnings from all sources. Equilli, Inc. recommends speaking to your tax advisor about how to report business income or expenses incurred in the course of receiving and providing services via Equilli.

  1. Disclaimer of Warranties/Our Release from All Liability

Equilli is not responsible for:

Released Parties Defined:

(“Released Parties”) include Equilli and its affiliates, owners, officers, directors, employees, agents, partners, and licensors.

You use the Service at your own risk. We make no warranties or guarantees.

You expressly understand and agree that:

You acknowledge and agree that Equilli is only willing to provide the services if you agree to certain limitations of our liability to you and third-parties. Therefore, you agree not to hold Equilli, or their corporate partners, liable for any claims, demands, damages, expenses, losses, governmental obligations, suits, and/or controversies of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, direct, indirect, incidental, actual, consequential, economic, special, or exemplary, including attorneys fees and costs (collectively, “Liabilities”) that have arisen or may arise, relating to your or any other party’s use of or inability to use the Equilli, including without limitation any Liabilities arising in connection with the conduct, act or omission of any User (including without limitation stalking, harassment that is sexual or otherwise, acts of physical violence, and destruction of personal property), any dispute with any User, any instruction, advice, act, or service provided by Equilli and any destruction of your User Generated Content.

Under no circumstances will Equilli or their corporate partners be liable for any direct, indirect, incidental, actual, consequential, economic, special or exemplary damages (including but not limited to lost profits, loss of data, loss of goodwill, service interruption, computer damage, system failure, failure to store any information or other content maintained or transmitted by Equilli, or the cost of substitute products or services) arising in connection with your use of or inability to use Equilli or the task services, even if advised of the possibility of the same.

Equilli expressly disclaims any liability that may arise between users of its services.

Equilli is only a venue for connecting users. Because Equilli is not a party to or otherwise involved in the actual contract between users or in the completion of the task, in the event that you have a dispute with one or more users, you hereby release Equilli and their corporate partners from any and all claims, demands, damages (including direct, indirect, incidental, actual, consequential, economic, special, or exemplary), expenses, losses, governmental obligations, suits and/or controversies of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute.

  1. Indemnification

We are not liable for anything that happens to you that somehow may be connected to your use of the Service. If you use the Service in a way that causes us to be included in litigation, you agree to pay all legal fees and costs for Released Parties.

Equiili may introduce you to users to complete tasks, but Equilli does not assess the suitability, legality, or ability of any user and you expressly waive and release Equilli from any and all liability, claims, or damages arising from or in any way related to the users. You acknowledge that equilli does not monitor any user’s on-going compliance with any and all licensing and/or permitting rules and regulations, and Equilli will not be responsible for any liability, claims, or damages arising from or in any way related to a user’s failure to maintain a current license and/or permit. Equilli will not be a party to disputes or negotiations of disputes between you and any user. Responsibility for the decisions you make regarding Equilli’s services rests solely with you. Equilli will not assess the suitability, legality, or ability of any such user and you expressly waive and release Equilli from any and all liability, claims, causes of action, or damages arising from your use of the service, or in any way related to the users introduced to you by the service.

The quality of the tasks facilitated through the service is entirely the responsibility of the users who ultimately provides tasks to you. You understand that by using the service, you may be exposed to content that is potentially dangerous, offensive, harmful to minors, unsafe, or otherwise objectionable and that you use the service at your own risk.

To the fullest extent possible by law, the released parties’ maximum liability arising out of or in connection with the service or your use of equilli content, regardless of the cause of action (whether in contract, tort, breach of warranty, or otherwise), will not exceed $100.

You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from:

You are responsible for your use of Equilli, and you agree to defend (at Equilli’s option), indemnify, and hold harmless Equilli and its officers, directors, employees, contractors, consultants, affiliates, investors, service providers, business partners, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with:

Equilli reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations) and you agree to cooperate with our defense of that claim. If the defense or settlement is assumed by you, Equilli may at any time thereafter elect to take over control of the defense and settlement of the claim. You must not settle any claim without Equilli’s prior written consent.

  1. Dispute Resolution/Arbitration

We are located in New York, so all disputes must be resolved there. We will use arbitration to resolve any problems, and you cannot join a class action lawsuit or obtain a jury trial for any disputes you have with us related to your use of the Service.

These Terms and the relationship between you and Equilli shall be governed by the laws of the state of New York without regard to its conflict of law provisions. You and Equilli agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the Service under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted in New York county in the state of New York. You covenant not to sue Equilli in any other forum.

You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Service or these Terms:

  1. Consequences of Violating these Terms

If you do not act acceptably, we may prohibit your use of the Service.

We will have the right to investigate and prosecute violations of the above to the fullest extent of the law. Equilli reserves the right to involve and cooperate with federal, state and local law enforcement authorities in prosecuting users to violate these Terms in a criminal manner.

We reserve the right to suspend or terminate your account and prevent access to the Service for any reason, at our discretion. We reserve the right to refuse to provide the Service to you in the future.

Equilli may review and remove any Third-Party Content or user content at any time for any reason, including activity which, in its sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the Service.

You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by or arising out of your breach of these Terms and your use of the Service.

  1. Driver’s License/Appropriate Qualifications

If you are a Provider and want to provide Rides through Equilli, you must:

The provider is responsible for obtaining insurance and must be covered in the case of any accidents that may occur while driving (similar to any other drive). This coverage must include coverage for any users or third parties who are included in the ride.

If you’re the provider, you should confirm with your insurance company that your insurance covers carpooling.

Auto insurance policies in many states, including California, typically allow not-for-profit, share-the-expense carpooling. Equilli is designed to help requesters and providers share the cost of carpooling on a given ride. It’s not designed to allow a provider to make a profit or to earn a salary. EQ transfers to the provider by the rider will always be less or equal to the cost of the particular ride, taking account of such factors as gas and vehicle depreciation.

  1. Governing Law

Except for the Arbitration Agreement in Section 19, which is governed by the Federal Arbitration Act and except as may be prohibited by the law of the State in which you primarily reside, this Agreement is governed and interpreted pursuant to the laws of the State of New York, United States of America, notwithstanding any principles of conflicts of law. For all Disputes not subject to arbitration, You agree to submit to the personal and exclusive jurisdiction and venue of the courts located within the county of New York, New York.