Terms and Conditions

BEFORE YOU CHECK THE BOX AND CLICK ON THE “I ACCEPT” OR “I AGREE” BUTTON, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE “I ACCEPT” OR “I AGREE” BUTTON OR USING THIS ULYX APPLICATION (THE “APP”) IN ANY MANNER (INCLUDING BY CREATING A USER PROFILE), YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, PLEASE DO NOT USE OUR APP OR SERVICES. WE RESERVE THE RIGHT TO CHANGE THE TERMS OF THIS AGREEMENT IN THE FUTURE AND ANY CHANGES WILL APPLY TO YOUR USE OF THE APP AFTER THE DATE OF SUCH CHANGE. AS USED IN THIS AGREEMENT “APP” REFERS TO THE ULYX MOBILE APPLICATION.

1. ACCEPTANCE OF TERMS

Ulyx Inc., a Delaware corporation (hereinafter referred to as “Ulyx”, “we”, “our” or “us”), provides the Ulyx App, including all information (including User Account content), documents, communications, files, images/videos (including images/images uploaded by users), text, graphics, software, software applications, products and services available through the App (collectively, the “Materials”) and all services (including the App) operated by Ulyx and third parties through the App (collectively, the “Services”), available for your use subject to the terms and conditions set forth in this document and any changes to this document that we may publish from time to time (collectively, the “Terms of Use” or “Agreement”).

We reserve the right to change the Terms of Use and other guidelines or rules from time to time at our sole discretion. Your continued use of the App, or any Materials or Services accessible through it, after such notice has been posted constitutes your acceptance of the changes. Your use of the App will be subject to the most current version of the Terms of Use, rules and guidelines. If you breach any of the Terms of Use, your authorization to use the App automatically terminates.

We further reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Materials and/or Services (or any part thereof) with or without notice. You agree that, unless we have agreed otherwise in writing, we shall not be liable to you or to any third party for any modification, suspension or discontinuance of our App, Materials and/or Services (or any part thereof).

2. DEFINED TERMS FOR APP CONTENT

All user-supplied content, information, materials, photos, files, communications, documents, text and videos, including information provided by users on their profiles, are referred to collectively as “User Content.” “Our Content” or “Ulyx Content” means all materials provided by us. We may refer to you – the user of this App – as “you” or “your/s” in this Agreement.

3. USER ACCOUNTS

In order to access or to make use of the App, Materials and/or Services you will need to register and create a user account (an “Account” or “User Account”). User Accounts, created and accessible through this App, enable you to offer food delivery services through Ulyx. You agree that you may utilize Ulyx only to provide food delivery services, and that you will not provide to any user accessible through Ulyx any rides or transportation services, other than to transport food packages within the state. You may not use the App to transport food products over state lines.

The use of User Accounts is subject to state and local laws. You understand that it is solely your responsibility to ascertain the legalities and the applicable restrictions for offering and providing delivery services. We make absolutely no representations or warranties concerning the legality of your particular use of the App.

By using the App or setting up an Account you represent that you are at least 19 years of age (and in the case of advertising bartending or other alcohol-related services, 21) or have reached the legal age to form a binding contract, whichever is higher. You also agree:

  • . that you will not use an Account that is created by another user;
  • . that you will supply only complete and accurate information in registering for an Account;
  • .that you are solely responsible for the activity that occurs on and through your Account, that you will keep your Account password secure at all times, and that we will not be liable for your losses caused by any unauthorized use of your Account; and
  • .that if your Account has been compromised for any reason, you will immediately notify us of the security breach or unauthorized use of your Account.

We reserve the right to (a) take appropriate legal action against anyone who violates these Terms of Use; (b) in our sole discretion without notice and without limitation or liability, refuse, restrict access to or availability of, or terminate any user’s Account for any reason.

We may provide you with the ability to connect the App with your social networking account(s), in which case you grant us the right to access such accounts to integrate such information into your App Account or/and for user verification purposes.

4. PAYMENT TERMS; TAXES RESPONSIBILITY/OBLIGATIONS; WORK STATUS

Payment Information and Processing. We utilize the services of reputable third parties to process and remit payment. You hereby authorize such third parties to process payment and to take action consistent with your agreement with us and other App (including Saavor App) users. Please note that we do not save your complete credit card information on our systems; the credit card numbers are held by our credit card processing agent.

Commission Fees. When you utilize the Ulyx App to provide delivery services, you understand and agree that a portion of payments made to you will be paid to Ulyx for its services. Specifically, and unless expressly provided otherwise on the App or by written communication from Ulyx, you understand and agree that Ulyx will be paid 20% of all amounts that are paid to you for services provided through the App (excluding tax). Notwithstanding the above, from Nov 1st, 2019 onwards the seller side fee would be increased to 20% on all amounts that are paid to you for services provided through the App (excluding tax).

Funds Transfer Fee. In addition to all other fees described in this Agreement and elsewhere on our App, you will also be charged $0.40 for each transaction in which Ulyx transfers funds from your Discover Now account to your bank account, per your request.

Seller’s Obligation to Calculate and Collect Tax. When you utilize the App to provide delivery services, you are entirely responsible for calculating and collecting all applicable sales tax from the party engaging you for the services. You understand and agree that Ulyx is merely a third party platform and that we are not responsible for the calculation or collection of sales tax, all of which are your sole responsibility. Sales tax collected and processed will be remitted to you, and you are responsible for then making the necessary filing with and payments to the applicable taxing authorities. You further agree that if you collect more tax than is mandated by the applicable taxing authorities, you will be required to return the excess charges and that we may withhold other amounts due to you for such excess tax charges.

Ulyx reserves the right to establish, remove and/or revise Ulyx charges and/or fees for any or all Ulyx services in our sole discretion. We will use reasonable efforts to inform you of charges and/or fees that may apply, provided that you will be responsible for such charges and/or fees incurred under your Account regardless of your awareness of such amounts thereof.

Ulyx may from time to time provide certain users with promotional offers and discounts that may result in a decrease of the price paid by such users for your delivery services. In the event that such a promotion is being offered, we will notify you of the date(s) and terms of such offers. If you do not wish to participate in those promotional offers, do not use the App to offer services during those promotion date(s)/time(s) if the promotion would otherwise apply to your services.

Dispute Resolution and Refund Determinations by Ulyx. Should a dispute arise between a hiring customer (i.e., a Saavor App user) and a delivery service provider (i.e., a Ulyx App user), Ulyx reserves the right, but not the obligation, in its sole discretion, to review the dispute and to issue a binding determination on the parties with respect to the particular transaction, and the Ulyx App user (and the other user(s)) hereby consents to such review and final determination by Ulyx. If Ulyx determines that a refund (partial or full) is appropriate in a particular situation, Ulyx shall have the right to process a refund and to debit the service provider’s Account for the refund amount. If the service provider’s Account does not have the necessary funds to cover the refund, Ulyx shall have the right to debit such refunds from future transactions.

Your Work Status. By registering for a Ulyx user account, you represent that you are either a United States citizen or are otherwise eligible (and have a right) to work and to provide services in the United States. Without limiting the foregoing, if you are not a United States citizen you represent that you have obtained the necessary authorization (such as with a proper visa) to work and sell services in the United States, and that your use of the Ulyx App and the selling of services through it does not violate any applicable law, rule or regulation.

Treatment as Independent Contractor. Your services provided to users are to be performed as an independent contractor with the customary and usual independence associated therewith and you shall not be deemed to be employees, partners or joint venturers of Ulyx or to have the authority to enter into any contract on behalf of Ulyx or to otherwise bind Ulxy to any agreement. You shall be responsible for, and agree to make any required payments of, income, social security, self-employment and other taxes, government financed disability or other similar coverage, you incur.

5. INTELLECTUAL PROPERTY; LIMITED LICENSE

The Materials and Services on the App, as well as their selection and arrangement, are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Materials or Services on the App may violate such laws and these Terms of Use. Except as expressly provided herein, we do not grant any express or implied rights to use the Materials and Services. You agree not to copy, republish, frame, download, transmit, modify, assign, distribute, or create derivative works based on the App, its Materials, or its Services or their selection and arrangement, except as authorized herein. In addition, you agree not to use any data mining, robots, or similar data gathering and extraction methods in connection with the App.

In addition to the Materials and Services offered by us, the App makes available services provided by third parties (collectively, the “Third Party Services”). We offer no guarantees and assume no responsibility or liability of any type with respect to the Third Party Services. You agree that you will not hold us responsible or liable with respect to the Third Party Services or seek to do so, even if we happen to recommend a particular service provider. You further understand and agree that all dealings with individuals (including those users hiring you for delivery services), introduced or referred through the App is at your own risk. We are not obligated to screen or verify our App users (or Saavor or other users) and make absolutely no representations whatsoever about the trustworthiness, credibility, honesty or competence of any such user. You understand that even if we commission the services of third parties to run background or other verification checks on users, we take no responsibility for the findings of such checks, for the inaccuracies of such findings, or for any negligence relating to such background or other checks or verifications.

Except as expressly indicated to the contrary elsewhere on the App, you may use, view, and download Our Content and User Content subject to the following conditions:

Unfortunately, however, no data transmission over the Internet or any wireless network can be guaranteed to be 100% secure. As a result, while we strive to protect your Personally Identifiable Information, you acknowledge that: (a) there are security and privacy limitations of the Internet which are beyond our control; (b) the security, integrity and privacy of any and all information and data exchanged between you and us through the App cannot be guaranteed; and (c) any such information and data may be viewed or tampered with in transit by a third party. Accordingly, and notwithstanding anything to the contrary, while our systems utilize industry-standard security measures, we will not be liable for security or data breaches that circumvent such security measures.

  • . Our Content and User Content may be used solely for personal purposes.
  • . You may not commercially exploit or scrape any of the App content without express permission from us.
  • . Our Content and User Content may not be modified or altered in any way except by the user who submitted such content or by us. ?
  • . You may not remove any copyright or other proprietary notices contained in Our Content or User Content.
  • . We reserve the right to revoke the authorization to view, use and download Our Content and User Content available on the App at any time, and any such use shall be discontinued immediately upon notice from us.
  • . The rights granted to you constitute a license and not a transfer of title.

The rights specified above to view, use and download Our Content and User Content available on the App are not applicable to the design or layout of the App. Elements of the App are protected by trade dress and other laws and may not be copied or imitated in whole or in part.

6. TRADEMARK INFORMATION

The trademarks, logos, and service marks, including the “ULYX” and “SAAVOR” trademarks (the “Marks”) displayed on the App are the property of Ulyx or other third parties. You are not permitted to use the Marks without the prior written consent of Ulyx or such third party that may own the Marks.

7. LICENSE TO ULYX FOR USER CONTENT

The App accommodates User Content, such as user profiles, reviews and information relating to users and their services. By submitting User Content to any area of the App you grant us the following type of license: a perpetual, worldwide, royalty-free, non-exclusive license to modify, reproduce, distribute and publicly display such User Content for the purposes for which such User Content was uploaded. You further agree and hereby authorize us to use your User Content for purposes of promoting the App or any other mobile application owned or operated by Saavor or Ulyx. You agree that you will not submit any User Content that is in any manner infringing, untrue, or defamatory. Before submitting content or links from other applications or websites you agree to review such sites’ or apps’ terms and conditions to ensure that your activity on our App does not violate such terms, and you agree to indemnify us to the extent that we are harmed because of your wrongdoing.

8. DIGITAL MILLENNIUM COPYRIGHT ACT

We are committed to complying with U.S. copyright laws. The Digital Millennium Copyright Act (“DMCA”) provides a recourse for owners of copyrighted material who believe that their rights under U.S. copyright laws have been infringed online. Under the DMCA, copyright owners may contact the authorized agent of an Internet service provider to report alleged infringements of their protected works appearing on pages hosted by the service provider. Upon receipt of a properly filed complaint satisfying the requirements of the DMCA, we will remove or block access to the allegedly infringing material, and may terminate the user’s Account as provided in this Agreement. If a person believes in good faith that a notice of copyright infringement has been wrongly filed, such person may submit a counter-notice to us. In any event, we shall not be made a party to disputes over alleged copyright infringement.

If you are a copyright owner or an agent thereof and believe that any User Content or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing us with the following information in writing (see 17 U.S.C 512(c)(3) for further detail): A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; Identification of the copyrighted work claimed to have been infringed; 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 the service provider to locate the material; Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, email address; A statement that you have 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; and A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. You may send the notification to poonam.vk@Ulyx.io. It is our policy to terminate Accounts of repeat infringers in appropriate cases.

9. PROHIBITED COMMUNICATIONS

You may submit only User Content to or through the App that is (a) owned by you, (b) submitted with the express permission of the owner or within the scope of the license to such content, or (c) in the public domain. As outlined in more detail below, you are prohibited from posting or transmitting to or from the App any unlawful, threatening, harassing, libelous, offensive, (including any offensive language or suggestive content, as determined by us), defamatory, obscene, or pornographic materials, including any nude photographs or images, or other materials that would violate any law or the rights of others, including, without limitation, laws against copyright infringement, and rights of privacy and publicity. Furthermore, if legal action is taken against us for your violations of these terms we will hold you liable for our losses resulting from your violation of these provisions or of applicable law, and you agree to fully indemnify us and to compensate us for any resulting losses and related legal costs incurred in defending ourselves because of your violation of these Terms of Use or applicable law.

More specifically, you understand that you are entirely responsible for the content of, and any harm resulting from, your User Content. When you create, upload or make available your User Content, you thereby represent and warrant that:

(a) the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your User Content does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights of any third party;

(b) you have fully complied with any third-party licenses relating to your User Content, and have done all things necessary to successfully pass through to viewers any required terms;

(c) your User Content does not contain any viruses, malicious code or other harmful or destructive content;

(d) your User Content is not obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable, libelous or slanderous, does not incite, encourage or threaten immediate physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;

(e) your User Content does not violate any applicable child pornography law or otherwise intended to protect the health or wellbeing of minors;

(f) your User Content does not violate any applicable law;

(g) your User Content does not constitute, contain, install or attempt to install or promote spyware, malware or other computer code designed to enable you or others to gather information through the App;

(h) your User Content does not contain any defamatory material;

(i) your User Content does not inundate the App with communications or other traffic suggesting no serious intent to use the App for its stated purpose; and

(j) your User Content does not otherwise violate, or link to material that violates, any provision of these Terms of Use or any applicable law or regulation.

10. USER CONDUCT & PROHIBITED ACTIVITIES

You may not access or use the App for any other purpose other than that for which we make them available. In using the App, including all Services and Materials available through it, you agree to not engage in any prohibited activities. Prohibited activity includes, but is not limited to:

(a) criminal or tortious activity;

(b) activities relating to the offering of services in violation of applicable law;

(c) disrupting or interfering with the security of, or otherwise causing harm to, the App, or any Services, Materials, system resources, accounts, passwords, servers, or networks connected to or accessible through the App; and

(d) using the App in a manner inconsistent with any and all applicable laws and regulations.

Without limiting the foregoing or anything else in this Agreement, you may utilize the App only for purposes of offering delivery services within the state in which you registered with Ulyx. You agree that Ulyx shall have no liability whatsoever, and you will fully indemnify Ulyx, for any liabilities resulting from you violation of the preceding sentence or any other provision of this Agreement.

11. MANAGING CONTENT AND COMMUNICATIONS

We reserve the right but do not have the obligation to: (a) monitor the App for violations of these Terms of Use; (b) take appropriate legal action against anyone who, in our sole discretion, violates these Terms of Use; (c) in our sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s User Content or any portion thereof that may violate these Terms of Use or any policy of ours; (d) terminate and delete Accounts (including information stored in connection with accounts) without liability to you; and (e) to otherwise manage the App in a manner designed to protect the rights and property of Ulyx and others and to facilitate the proper functioning of the App. We make no representation that we will keep or save your User Content; all such content may be deleted by us in our sole discretion without liability. In addition, to the maximum extent permitted by law, we will have no liability related to User Content.

12. WARRANTIES AND DISCLAIMERS

EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A WRITTEN AGREEMENT BETWEEN YOU AND US, THE APP, AND ALL MATERIALS AND SERVICES ACCESSIBLE THROUGH IT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (I) THE SERVICES AND MATERIALS WILL MEET YOUR REQUIREMENTS; (II) THE USERS WITH WHOM YOU INTERACT THROUGH THE APP WILL BE CREDIBLE OR UPSTANDING; (III) THE SERVICES AND MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (IV) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; AND (V) ANY ERRORS IN THE SERVICES OR MATERIALS, OR ANY DEFECTS IN THE APP, ITS SERVICES OR M ATERIALS, WILL BE CORRECTED.

The use of the Services or the downloading or other use of any Materials through the App is done at your own discretion and risk and with your agreement that you will be solely responsible for any damage to your system, loss of data, or other harm that results from such activities. We assume no liability for any virus or other similar software code that is downloaded to your mobile device from the App or in connection with any Services or Materials offered through the App. No information, whether oral or written, obtained by you from us or through or from the App shall create any warranty not expressly stated in these Terms of Use.

WE DO NOT TAKE THE RESPONSIBILITY OF SCREENING APP USERS, INCLUDING SAAVOR APP USERS WHO MAY UTILIZE THE APP TO HIRE YOU FOR FOOD DELIVERY SERVICES. ANY DEALINGS OR INTERACTIONS YOU MAY HAVE WITH OTHER USERS (WHETHER USERS OF THIS APP OR USERS OF THE SAAVOR APP OR ANY OTHER APP OWNED OR OPERATED BY US OR ANY OTHER PARTY) ARE AT YOUR OWN RISK. WE WILL NOT BE RESPONSIBLE FOR ANY HARM CAUSED TO YOU BY VIRTUE OF YOUR INTERACTION OR DEALING WITH ANOTHER (OR SAAVOR APP) USER, WHETHER YOUR INTERACTION WITH SUCH USER WAS IN-PERSON OR VIRTUAL. WE MAY REQUIRE USERS WHO INTEND TO USE THE APP TO FIRST HAVE A BACKGROUND CHECK CONDUCTED THROUGH AN AGENT OF OURS. YOU UNDERSTAND THAT IF WE REQUIRE THAT SUCH A BACKGROUND CHECK BE CONDUCTED YOU WILL BE RESPONSIBLE TO PAY FOR THE THIRD PARTY SERVICES, AND WE WILL NOTIFY YOU OF THE COST PRIOR TO YOUR AGREEMENT TO HAVE THE BACKGROUND CHECK CONDUCTED. YOU FURTHER UNDERSTAND AND AGREE THAT ULYX MAY CHARGE AN ADMINISTRATIVE FEE IN ADDITION TO THE COST FOR CONDUCTING THE BACKGROUND CHECK AND THAT YOU WILL BE RESPONSIBLE FOR SUCH ADMINISTRATIVE FEES IN ADDITION TO THE BACKGROUND CHECK FEE. NO REFUNDS WILL BE ISSUED FOR SUCH FEES REGARDLESS OF WHETHER YOU ULTIMATELY OBTAIN AN ACCOUNT.

YOU UNDERSTAND AND AGREE THAT THE BACKGROUND CHECKS ARE CONDUCTED BY THIRD PARTIES AND THAT ULYX IS NOT RESPONSIBLE FOR ANY INACCURACIES, NEGLIGENCE OR LEGAL VIOLATIONS BY SUCH THIRD PARTY PROVIDERS. YOU FURTHER UNDERSTAND AND AGREE THAT ULYX MAY, IN ITS SOLE AND ABSOLUTE DISCRETION, REFUSE TO GRANT YOU AN ACCOUNT BASED ON THE BACKGROUND CHECK RESULTS OR FOR ANY OTHER OR NO REASON AT ALL, AND THAT ULYX HAS NO LIABILITY TO YOU FOR ITS TERMINATION OR REJECTION OF YOUR APPLICATION OR ACCOUNT. YOU MAY CONTACT THE BACKGROUND CHECK PROVIDER DIRECTLY SHOULD THE BACKGROUND CHECK PRODUCE ANY INACCURATE RECORDS OR INFORMATION. YOU UNDERSTAND AND AGREE THAT ULYX IS NOT SUBJECT TO THE FAIR CREDIT REPORTING ACT AND YOU AGREE TO NOT SEEK TO HOLD ULYX LIABLE UNDER THE FAIR CREDIT REPORTING ACT OR ANY STATE COUNTERPART LAW.

13. PERSONAL INFORMATION AND PRIVACY

You understand and agree that we may disclose information about you if we have a good faith belief that we are required to do so by law or legal process, to respond to claims, or to protect the rights, property, or safety of Ulyx or others. Please refer to our Privacy Policy for more information about the manner in which we protect and use your information.

14. LIMITATION OF LIABILITY

IN NO EVENT SHALL ULYX OR ITS MEMBERS, OFFICERS, DIRECTORS, EMPLOYEES OR ATTORNEYS BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR UNDER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE APP OR ANY OF THE MATERIALS OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT ACTUALLY PAID, IF ANY, BY YOU TO US DURING THE 12-MONTH PERIOD PRIOR TO THE CLAIM.

15. ADDITIONAL REPRESENTATIONS BY YOU

You represent and agree that: (1) you are at least 19 years old, or have otherwise reached the age of majority in your jurisdiction; (2) bank account information you are supplying belongs to you, or is provided with the express authorization of the owner of such account; (3) you are legally permitted to use the vehicle for the purposes contemplated without having to obtain permission from any other party; (4) your insurance coverage will cover accidents and occurrences during your pick-up and delivery services through Ulyx; (5) no passengers will be in your vehicle during your Ulyx pick-up and delivery services; (6) while actually providing services through Ulyx (such as pick-up and delivery), you will not also be providing services through to or through other application, person or entity; (7) you are bound by all terms of this Agreement; and (8) you have researched and reviewed all laws, rules and regulations applicable to your use of the Ulyx App for purposes of pick-up and delivery of food packages, and you will abide by all such laws, rules and regulations.

You specifically agree that you will not provide any rides to Ulyx users or to any customer or user connected through Ulyx. You understand and agree that your use of Ulyx shall be limited to the pick-up and delivery of food packages only. No other goods (and no persons) may be transported as part of the Ulyx services (on or through the App) or during your Ulyx pick-up and delivery services.

You also represent that your vehicle is in good working order and is reliable.

16. INDEMNITY AND LIABILITY

You agree to indemnify and hold Ulyx, and its subsidiaries, affiliates, officers, directors, agents, attorneys, partners and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of: (a) content you submit, post to, or transmit through the App, (b) your use of the App, (c) torts or damaged (whether physical or otherwise) caused by you, (d) your violation of these Terms of Use or any end user license agreement with us, (e) your violation of any rights of another person or entity, or (f) your violation of any applicable law, rule or regulation, including those concerning the sale and advertising of personal services.

17. GOVERNING LAW, JURISDICTION

This Agreement is governed in all respects by the laws of the State of New York without regard to conflict of laws provisions. SUBJECT TO THE REQUIREMENT TO SUBMIT TO ARBITRATION, BY ACCEPTING THIS AGREEMENT AND USING THE APP, YOU ACCEPT AND CONSENT TO THE PERSONAL JURISDICTION AND VENUE OF THE FEDERAL AND STATE COURTS IN NEW YORK COUNTY, NEW YORK. THE PARTIES HEREBY WAIVE THEIR RIGHT TO A TRIAL BY JURY OF ANY CLAIMS OR CONTROVERSIES ARISING OUT OF THIS AGREEMENT OR THE USER’S USE OF THE APP OR THE SERVICES PROVIDED BY OR THROUGH ULYX. IN ADDITION, ANY CONTROVERSY OR CLAIM SHALL BE LITIGATED ON AN INDIVIDUAL BASIS, AND SHALL NOT BE CONSOLIDATED WITH ANY CLAIM OR CONTROVERSY OF ANY OTHER PARTY (INCLUDING, BUT NOT LIMITED TO, BY MEANS OF CLASS ACTION LAW SUITS).

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, YOU AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO YOUR USE OF THE APP, THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF (COLLECTIVELY, “DISPUTES”) WILL BE SETTLED BY BINDING ARBITRATION BETWEEN YOU AND ULYX, EXCEPT THAT EACH PARTY 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. AS NOTED ABOVE, YOU ACKNOWLEDGE AND AGREE THAT YOU AND ULYX ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. FURTHER, UNLESS BOTH YOU AND COMPANY OTHERWISE AGREE IN WRITING, 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. THIS “DISPUTE RESOLUTION” SECTION WILL SURVIVE ANY TERMINATION OF THESE TERMS. THE ARBITRATION WILL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES (THE “AAA RULES”) THEN IN EFFECT. THE ARBITRATION PROCEEDINGS SHALL TAKE PLACE IN NEW YORK, NEW YORK.

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APP MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

18. GENERAL

The Terms of Use and the other rules, guidelines, licenses and disclaimers accessible through the App constitute the entire agreement between Ulyx and you with respect to your use of the App. If for any reason a court of competent jurisdiction finds any provision of these Terms of Use, or portion thereof, to be unenforceable, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties as reflected by that provision, and the remainder of the Terms of Use shall continue in full force and effect. Any failure by Ulyx to enforce or exercise any provision of these Terms of Use or related right shall not constitute a waiver of that right or provision.