Terms of Service

Last updated: March 04, 2024

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You (“you”, “your”, “user”) and Metrobi Inc (“Metrobi”, “we”, “us”, or “our”). These Terms and Conditions set out the rights and obligations of all users regarding the use of the Metrobi platform.

Your access to and use of the Platform is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users, and others who access or use the Metrobi Platform.

By accessing or using the Platform You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Platform.

You represent that you are over the age of 21. Metrobi does not permit those under 21 to use the Platform.

Your access to and use of the Platform is also conditioned on Your acceptance of and compliance with our Privacy Policy. Our Privacy Policy describes Our policies and procedures on the collection, use, and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

For the purposes of these Terms and Conditions:

  • Platform refers to the means, including but not limited to App, website, web App, API, and software, provided by Metrobi for Shippers, Drivers, and Receivers to coordinate with each other.
  • Shipper refers to businesses or individuals that use the Metrobi platform to find and connect with Drivers who provide Delivery Services;
  • Driver refers to independent contractor delivery drivers who provide Delivery Services including upon the request of or for the benefit of a Shipper.
  • Receiver refers to the businesses or individuals that Receive the items shipped by Shippers and delivered by Drivers.
  • User refers to all users of the Metrobi platform including Shipper, Driver, and Receivers.
  • Task (also referred to as “Delivery Task”) refers to the Delivery Service requests created by Shippers and performed by Drivers.
  • Account means a unique account created for You to access our Platform or parts of our Platform.
  • Device means any device that can access the Platform such as a computer, a cellphone, or a digital tablet.
  • Feedback means feedback, innovations, or suggestions sent by You regarding the attributes, performance, or features of our Platform.
  • Free Trial refers to a limited period of time that may be free when purchasing a Subscription.
  • Subscriptions refer to the services offered on a subscription basis by Metrobi to You.
  • Terms and Conditions (also referred to as “Terms”, or “Agreement”) mean these Terms and Conditions that form the entire agreement between You and Metrobi regarding the use of the Platform.
  • Third-party Social Media Service means any services or content (including data, information, products, or services) provided by a third party that may be displayed, included, or made available by the Platform.
  • You means the individual accessing or using the Platform, or the company, or other legal entity on behalf of which such individual is accessing or using the Platform, as applicable.

PLEASE REVIEW ATTENTIVELY: THIS AGREEMENT MANDATES THE RESOLUTION OF DISPUTES BETWEEN YOU AND METROBI ON AN INDIVIDUAL BASIS THROUGH ARBITRATION, PROHIBITS YOU FROM INITIATING OR JOINING IN A CLASS ACTION LAWSUIT, WAIVES YOUR ENTITLEMENT TO A JURY TRIAL, AND IMPOSES RESTRICTIONS ON THE TIMEFRAME WITHIN WHICH A CLAIM MAY BE FILED.

A. METROBI PLATFORM

Metrobi platform functions as a logistics management software and marketplace. It provides online and offline means for Shippers and Drivers to announce, accept, and request Delivery Services.

Shippers use the online (website, dashboard, App, and APIs) and offline tools (phone, email, text, chat) of the Metrobi Platform to create Delivery routes, define their requirements for the delivery Tasks, and payment information. Metrobi platform includes software tools such as route optimization, notification settings, and payment calculators to aid Shippers in creating Delivery Service(task) requests. Metrobi may provide suggestions for Shippers but doesn’t create, control, or manage Delivery Service specifications. Shippers decide the requirements and payment of the delivery tasks.

Drivers use online (Driver App, website) and offline tools (phone, email, text, chat) of the Metrobi Platform to view, accept, and perform delivery Tasks. Metrobi platform includes tools such as turn-by-turn navigation, available tasks, and notification to aid Drivers access and perform Tasks. Metrobi may provide suggestions for Drivers but doesn’t force, accept, or perform Delivery Services on behalf of Drivers. Drivers decide which delivery Tasks they are willing to accept and perform.

The decision made by a User to offer, accept, or seek Delivery Services is solely at the discretion of that User. Metrobi solely functions as a logistics management software and platform.

Metrobi is not a motor carrier or provider of delivery or transportation services. The choice to engage in contracting for Delivery Services through the Metrobi Platform rests solely with each independent User.

Drivers are independent contractors that use the Metrobi Platform to have access to shippers’ Delivery Service requests or announcements. Drivers do not perform any services for Metrobi.

B. USER ACCOUNTS

When You create an account with Us, You must provide Us information that is accurate, complete, and current at all times. Failure to do so constitutes a breach of the Terms, which may result in immediate termination of Your account on Our Platform.

You are responsible for safeguarding the password that You use to access the Platform and for any activities or actions under Your password, whether Your password is with Our Platform or a Third-Party Social Media Service.

You agree not to disclose Your password to any third party. You must notify Us immediately upon becoming aware of any breach of security or unauthorized use of Your account.

You may not use as a username the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity other than You without appropriate authorization, or a name that is otherwise offensive, vulgar or obscene.

You agree not to engage in discrimination against any User or any other third party on the basis of race, sexual orientation, gender, gender identity, religion, national origin, disability, marital status, age, or any other characteristic protected by Applicable Law.

You agree to abide by all applicable federal, state, and local laws, regulations, and rules concerning your utilization of our Platform, to the extent they are legally applicable to you (“Applicable Law”).

C. INTELLECTUAL PROPERTY

The Platform and its original content (excluding Content provided by You or other Users), features, and functionality are and will remain the exclusive property of Metrobi and its licensors.

The Platform is protected by copyright, trademark, and other laws of both the USA and foreign countries.

Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Us.

D. YOUR FEEDBACK TO US

You assign all rights, title, and interest in any Feedback You provide Us. If for any reason such assignment is ineffective, You agree to grant Us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license to use, reproduce, disclose, sub-license, distribute, modify and exploit such Feedback without restriction.

Our Platform may contain links to third-party web sites or services that are not owned or controlled by Us.

We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Metrobi shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods, or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

F. SHIPPER TERMS

By placing a Delivery Request through the Metrobi Platform, You warrant that You are legally capable of entering into binding contracts.

Information About You, Deliveries, and Receivers

If You wish to place a Delivery Request on the Metrobi Platform, You may be asked to supply certain information relevant to the Delivery Task about You, the Receivers, or other 3rd party, including, without limitation, name, email, phone number, Your credit card number, the expiration date of Your credit card, Your bank account information, Your billing address, and Your shipping information.

You represent and warrant that: (i) You have the legal right to use any credit or debit card(s) or other payment method(s) in connection with any Delivery Task; and that (ii) the information You supply to us is true, correct and complete.

By submitting such information, You grant us the right to provide the information to payment processing third parties for purposes of facilitating the completion of your Delivery Task.

Delivery Tasks, Payments, and Adjustments

You, as a Shipper, determine the requirements for a Delivery Service and what is considered an acceptable level of quality. You are expected to communicate the job requirements to Drivers through the Metrobi Platform and Apps. You agree to release Metrobi from any claims.

You acknowledge that You determine the payment amount for the Delivery Services requested. You agree to retain the right to modify or withhold all or a portion of the Delivery Service payments under the following circumstances: (i) only in compliance with the applicable law including but not limited to federal, state, and local employment law (ii) only to compensate for the financial losses of you or your Receivers (iii) without any discrimination towards Drivers. You protect, defend, hold harmless, release, pay directly, or reimburse upon and indemnify Metrobi from any implications or claims that arise from Delivery Service payments and adjustments that you might make.

Driver payments are made using the payment methods you provide. If you fail to provide a valid payment method, you acknowledge that you are responsible for any missing payments or violations of federal, state, or local employment laws. Metrobi is not responsible for any payments owed to Drivers.

Metrobi uses third-party solutions (such as Stripe) to process payments for Delivery Services and Subscription payments. If the third-party solution incurs payment processing fees regarding the payment method you chose, the fees will be reflected in your billing. Metrobi doesn’t make money or is not in the business of making profits from payment processing fees. All payment processing fees are paid to 3rd party payment processing solutions.

Delivery Service Cancellation

You can cancel your Delivery Service requests with a valid reason provided to Drivers. As a party that provides delivery opportunities to drivers, you are also responsible for paying a fair cancellation fee to the Drivers.

We reserve the right to refuse or cancel Your Delivery Service request at any time for certain reasons including but not limited to: Drivers availability or their interest, Errors in the description of Delivery Tasks.

We reserve the right to refuse or cancel Your Delivery Service requests if you have any outstanding payments; or fraud or an unauthorized or illegal transaction is suspected.

Availability, Errors, and Inaccuracies

We cannot and do not guarantee the accuracy or completeness of any information, including payment estimations, delivery quality, specifications, and availability. We reserve the right to change or update information and to correct errors, inaccuracies, or omissions at any time without prior notice.

Drivers are independent contractors and only accept the Delivery Tasks at their own discretion. Metrobi cannot and do not predict, force, request, or guarantee the availability of Drivers.

Plans & Subscriptions

Metrobi provides services (including the Support plan) that are available only with a paid Subscription. You will be billed in advance on a recurring and periodic basis, depending on the type of Subscription plan you select when purchasing the Subscription. Subscription plans may be subject to usage-based pricing(such as credits) that can provide you with a set amount of credits for the duration of the current subscription period. Any excess usage will be charged at the end of the current subscription period. You agree to forfeit the services(including credits) that you didn’t use by the end of the current subscription period.

At the end of each period, Your Subscription will automatically renew under the exact same conditions unless You cancel it or Metrobi cancels it.

Subscription cancellations

You may cancel Your Subscription renewal either through Your Account settings page or by contacting Metrobi. You will not receive a refund for the fees You already paid for Your current Subscription period and You will be able to access the Service until the end of Your current Subscription period.

Billing

You shall provide the Company with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information.

Should automatic billing fail to occur for any reason, Metrobi will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.

Fee Changes

Metrobi, in its sole discretion and at any time, may modify the Subscription fees or prices. Any Subscription fee change will become effective at the end of the then-current Subscription period.

Metrobi will provide You with reasonable prior notice of any change in Subscription fees to give You an opportunity to terminate Your Subscription before such change becomes effective.

Your continued use of the Service after the Subscription fee change comes into effect constitutes Your agreement to pay the modified Subscription fee amount.

Refunds

Except when required by law, paid Subscription fees are non-refundable.

Certain refund requests for Subscriptions may be considered by Metrobi on a case-by-case basis and granted at the sole discretion of Metrobi.

Free Trial

Metrobi may, at its sole discretion, offer a Subscription with a Free Trial for a limited period of time.

You may be required to enter Your billing information in order to sign up for the Free Trial.

If You do enter Your billing information when signing up for the Free Trial, You will not be charged until the Free Trial has expired. On the last day of the Free Trial period, unless You canceled Your Subscription, You will be automatically charged the applicable Subscription fees for the type of Subscription You have selected.

At any time and without notice, Metrobi reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.

Non-Solicitation and Non-Circumvention

During the term of this Agreement and for a one (1) year term thereafter, Shippers shall not solicit or encourage any employee, vendor, independent contractor, or client of Metrobi to leave or terminate their relationship with Metrobi for any reason.

Shippers agree to refrain from contacting, initiating contact with, or attempting to conduct business, for the purposes of circumventing Metrobi, with any Driver they met or got introduced through the Metrobi Platform. Circumvention, which is here understood to mean the conducting of business between the Drivers and the Shipper which could prevent Metrobi from realizing a profit, fees, or other gains, is only to be carried out with explicit, written permission from Metrobi on a case-by-case basis. The shipper agrees to pay a finder’s fee of $5000 per Driver if the Shipper violates the non-circumvention. The shipper agrees to provide all records necessary to demonstrate their compliance with this condition.

Indemnification

Shipper agrees to protect, defend, hold harmless, release, pay directly or reimburse upon and indemnify (collectively “Indemnify” and “Indemnification”) Metrobi, its subsidiaries, and its and their respective successors, assigns, directors, officers, employees, agents, stockholders, and affiliates (collectively, “Indemnified Parties”) from and against all judicial or non-judicial claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs, and expenses of or by a third party OR whether or not involving a claim by a third party, including but not limited to reasonable attorneys’ fees and costs (collectively, “Claims”), actually or allegedly, directly or indirectly, arising out of or related to (1) any breach of any representation or warranty of Shipper contained in this Terms; (2) any breach or violation of any covenant or other obligation or duty of Shipper under this Terms or under applicable law; (3) any violation of the rights of any third party, including, without limitation, other Metrobi Platform Users, Receivers, motorists, pedestrians and other third parties (4) any third party Claims which arise out of, relate to or result from any act or omission of Shipper or Shipper’s Personnel; (5) Any Delivery Service payment concern between you and Drivers or violation of corresponding applicable law including but not limited to federal, state, and local employment laws, in each case whether or not caused in whole or in part by the negligence of Metrobi, or any other Indemnified Party, and whether or not the relevant Claim has merit.

G. DRIVER TERMS

Driver Agreements, Representations

You represent and agree that:

  • You are qualified to operate any vehicle utilized in the execution of Delivery Services in accordance with all applicable federal and state regulations. You confirm that you hold a valid driver’s license that enables the operation of the vehicle for rendering Delivery Services.
  • You attest to your physical and mental fitness for vehicle operation, and you affirm that your vehicle complies with all industry safety standards and is deemed safe for operation.
  • You commit to executing your Services in a manner that prioritizes safety. You confirm that you possess the physical and mental capacity to carry out the Services you agree to undertake, including the capability to lift objects weighing up to 50 pounds. Certain Service requests from Shippers might entail lifting loads exceeding 50 pounds, and you reserve the right to accept such requests at your own discretion.
  • You understand that the Metrobi platform collects real-time tracking, GPS, proof-of-delivery photos, and other information related to the Delivery Tasks in accordance with the Shipper requirements. You may receive notifications over the Metrobi Platform or directly from the support team.
  • You understand that you will be notified of available Delivery Tasks posted by Shippers through SMS, push notifications, or calls.
  • You understand that your phone number and name will be shared with Shippers and Receivers so that they can directly inform you of any corrections or other instructions related to the Delivery Task.

Delivery Tasks, Payments & Adjustments

Shippers determine the requirements for a Delivery Service and what is considered an acceptable level of quality. Shippers communicate the job requirements through the Metrobi Platform and Apps. Shippers can also notify you about the Delivery Task requirements by other means including but not limited to text messages, push notifications, and phone calls. Shippers can also use the Metrobi support team to convey requirements to you. You acknowledge that Shipper requirements are applicable to all Delivery Tasks.

You acknowledge that Shippers determine the payment amount for the Delivery Services requested with the condition that you will meet the quality expectations. Shippers, or Metrobi support at the Shipper’s request, retain the right to modify or withhold all or a portion of the delivery payments under the following circumstances: if they suspect that you have engaged in fraudulent or abusive behavior towards Shippers, Metrobi, or payment systems; if you have violated the Terms; or if you have engaged in acts of gross negligence or intentional misconduct during the performance of Delivery Services that result in, or are likely to result in, damages for which Metrobi or Shippers may be held liable; to address Shippers’ losses or complaints, including but not limited to failure to deliver on time, not following the quality expectations, poor attitude towards people including but not limited to Shippers, Receivers or Metrobi, or delivering a damaged item; or if there is a reasonable belief that you may have liability to Metrobi or any Shipper arising from or connected to any Delivery Services provided.

Independent Contractor Relationship

Your relationship with Metrobi and Shippers is that of an independent contractor, and nothing in these Terms is intended to, or should be construed to, create a partnership, agency, joint venture, or employment relationship. You are not performing the same services and are not in the same occupation or profession as Metrobi. You shall not be entitled to any of the benefits that Metrobi or Shippers may make available to its employees, including, but not limited to, group health or life insurance, profit sharing, or retirement benefits.

You are solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state, or local tax authority with respect to the performance of Delivery Services and receipt of fees. Metrobi or Shippers will not withhold any social security, federal, state, or any other employee payroll taxes payable with respect to the Drivers. Metrobi or Shippers will, as applicable, regularly report amounts paid to Drivers by filing Form 1099 with the Internal Revenue Service as required by law.

As an independent contractor, you are under no obligation to accept any delivery Tasks. You retain exclusive discretion to accept any delivery Tasks; however, once you accept a delivery Task, you are thereby obligated under these Terms to fulfill all requirements per the Shipper’s instructions.

Metrobi is not entitled to and shall refrain from dictating the manner or method by which any delivery Tasks assigned to you are completed. You are not subject to supervision by any individual at Metrobi during the execution of your Tasks.

You are not obligated to wear any uniforms or display any signage of Metrobi or Shippers on your vehicles.

Insurance, License, and Permits

You are obligated to acquire all essential insurance, including but not limited to automobile liability insurance, workers’ compensation insurance, occupational hazard insurance, and health insurance coverage, as well as any necessary licenses or permits required for transporting items included in any Task you agree to deliver.

You recognize and consent that the obligation to obtain all required insurance, licenses, and permits solely rests upon you and is your own responsibility, entailing expenses incurred at your own cost.

You acknowledge that Metrobi assumes no responsibility for any expenses or losses you may experience in the event of injury or harm suffered by you during the execution of Tasks. Furthermore, you understand that you are not entitled to receive healthcare or compensation from Metrobi in the event of injury sustained while performing Services. It is emphasized that all Drivers operate as independent contractors, and Metrobi does not furnish workers’ compensation insurance for any Driver unless required by specific state law. You are obligated to ensure that you have suitable health insurance coverage in place before participating in Services.

You acknowledge that standard automobile liability insurance may not provide coverage while you are engaged in performing a Delivery Service or while using the Metrobi Platform. It is your responsibility to consult with your insurers to ensure that you have insurance coverage that extends to your participation in performing a Delivery Service and your use of the Metrobi Platform before offering to undertake a delivery Task.

Equipment, Vehicles, and Costs

You are obligated to provide all necessary equipment, vehicles, tools, and labor required for the performance of Delivery Services in accordance with the Shippers’ requirements. You are responsible for and must cover all operational costs, expenses, and disbursements associated with Delivery Services and Tasks, including but not limited to fuel, tolls, maintenance, or other transportation fees.

Non-Circumvention

Drivers agree to refrain from contacting, initiating contact with, or attempting to conduct business, for the purposes of circumventing Metrobi, with any Shippers they met or got introduced through the Metrobi Platform. Circumvention, which is here understood to mean a conducting of business between the Driver and Shippers which could prevent Metrobi from realizing a profit, fees, or other gains, is only to be carried out with explicit, written permission from Metrobi on a case-by-case basis.

Background Checks

By accessing the Metrobi Platform, all Drivers hereby provide their consent and agreement to undergo a background check, including but not limited to a Motor Vehicle Record (MVR) check, criminal background check, and/or an investigative consumer report, which may be conducted annually or more frequently. Drivers further consent to Metrobi obtaining information about them, including their criminal and driving records, and agree to furnish any information or authorizations necessary to facilitate Metrobi’s access to such records. Each Driver’s access to the Platform and ability to perform Delivery Services is subject to their successful completion of any background checks conducted to Metrobi’s satisfaction. Moreover, the eligibility of Drivers to provide Services may be subject, at Metrobi’s sole discretion, to ensure they meet the basic safety and quality standards required by Shippers.

Indemnification

Drivers agree to protect, defend, hold harmless, release, pay directly or reimburse upon and indemnify (collectively “Indemnify” and “Indemnification”) Metrobi, its subsidiaries, and its and their respective successors, assigns, directors, officers, employees, agents, stockholders, and affiliates (collectively, “Indemnified Parties”) from and against all judicial or non-judicial claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs, and expenses of or by a third party OR whether or not involving a claim by a third party, including but not limited to reasonable attorneys’ fees and costs (collectively, “Claims”), actually or allegedly, directly or indirectly, arising out of or related to (1) any breach of any representation or warranty of Drivers contained in this Terms; (2) any breach or violation of any covenant or other obligation or duty of Drivers under this Terms or under applicable law; (3) any violation of the rights of any third party, including, without limitation, other Metrobi Platform Users, Receivers, motorists, pedestrians and other third parties (4) any third party Claims which arise out of, relate to or result from any act or omission of Driver, Driver Helper, or Driver’s Personnel; (5) possession, utilization, operation, or loading, unloading or transport of cargo on of any vehicle utilized during the execution of Delivery Services; (6) lack of necessary and adequate insurance, licenses, permits, training, or other authorizations required for providing Delivery Services; and/or (7) non-payment of all federal, state, and local taxes, as well as other tax obligations, including but not limited to payroll taxes, self-employment taxes, workers’ compensation premiums, assessments, and any contributions mandated or necessary under federal, state, and local laws (8) any other activities in connection with the Delivery Services; (9) Any Delivery Service payment concern between you and Shippers or violation of corresponding applicable law including but not limited to federal, state, and local employment laws, in each case whether or not caused in whole or in part by the negligence of Metrobi, or any other Indemnified Party, and whether or not the relevant Claim has merit.

H. ARBITRATION AGREEMENT

You consent that any and all disputes or claims that have arisen or may arise between you and Metrobi, or that pertain in any manner to the Delivery Services and the Platform, including federal and state statutory claims, common law claims, and those grounded in contract, tort, fraud, misrepresentation, or any other legal theory, shall be exclusively resolved through final and binding individual arbitration, instead of in court. However, you or we may bring claims in small claims court, provided that the matter remains within such jurisdiction and proceeds solely on an individual (non-class, non-representative) basis. This Arbitration Agreement is intended to be broadly construed.

YOU ARE AGREEING IN ADVANCE THAT YOU WILL NOT PARTICIPATE IN OR SEEK TO RECOVER MONETARY OR OTHER RELIEF IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, AND/OR PRIVATE ATTORNEY GENERAL LAWSUIT, WHETHER AS A NAMED OR UNNAMED CLAIMANT. INSTEAD, BY AGREEING TO ARBITRATION, YOU MAY BRING YOUR CLAIMS AGAINST METROBI IN AN INDIVIDUAL ARBITRATION PROCEEDING ONLY, NOT BEFORE A JUDGE OR JURY.

Waiver of Jury Trial

YOU AND METROBI RELINQUISH ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO FILE LAWSUITS IN COURT AND RECEIVE A TRIAL BEFORE A JUDGE OR JURY. Instead, you and Metrobi have opted to resolve claims and disputes through arbitration, except as otherwise stated in this Arbitration Agreement. Arbitration proceedings do not involve a judge or jury, and court review of an arbitration award is restricted.

Waiver of Class or Consolidated Actions

UNLESS EXPRESSLY AGREED UPON IN THIS AGREEMENT, YOU AND METROBI CONSENT TO RELINQUISH ANY RIGHT TO RESOLVE CLAIMS FALLING WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL BASIS. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS, EXCEPT AS STIPULATED IN THIS ARBITRATION AGREEMENT. CLAIMS INVOLVING MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER, EXCEPT AS PROVIDED IN THIS AGREEMENT.

Arbitration Rules

This Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”) in all aspects. In the event that the rules and procedures of the FAA cannot be applied for any reason, the state law governing arbitration agreements in the state where you reside shall apply.

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with its rules and procedures, as modified by this Arbitration Agreement. The rules of the AAA, including, where applicable, the AAA’s Consumer Arbitration Rules, as amended by this Arbitration Agreement, shall govern. The AAA’s Consumer Arbitration Rules can be accessed at https://www.adr.org/Rules. If the AAA is unable to administer the arbitration, an alternative administrator will be chosen by the parties or by the court.

Any demand for arbitration shall be filed pursuant to the AAA’s directions and delivered by certified mail to Metrobi Inc. For the Demand for Arbitration to be considered valid, it must include all required information as outlined in the applicable Demand for Arbitration form provided by the AAA. This information includes the email address and phone number, a description of the nature and basis of the claims being asserted, and the specific relief sought. Mass, group, collective, or consolidated Notices of Dispute are not allowed. The place of arbitration shall be Boston, Massachusetts.

Both you and Metrobi agree that before either party demands individual arbitration against the other, we will engage in a personal meeting or phone conversation and confer in a sincere attempt to informally resolve any claim covered by this Arbitration Agreement. The party initiating the dispute must provide written notice to the other party of its intention to commence an informal dispute resolution conference, which shall take place within 60 days after the other party receives such notice unless an extension is mutually agreed upon by both parties.

The arbitrators will have no authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. The arbitrator(s) shall not award consequential damages in any arbitration initiated under this section. Any award in an arbitration initiated under this clause shall be limited to monetary damages and shall include no injunction or direction to any party other than the direction to pay a monetary amount.

Each party shall bear its own costs and expenses and an equal share of the arbitrators and administrative fees of arbitration.

Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

I. “AS IS” AND “AS AVAILABLE” DISCLAIMER

The Services and Metrobi Platform are provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, Metrobi, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Services and Platform, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, Metrobi provides no warranty or undertaking, and makes no representation of any kind that the Delivery Services and Platform will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards or be error-free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither Metrobi nor any of the Metrobi’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Services and the Platform, or the information, content, and materials or products included thereon; (ii) that the Services and the Platform will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Services and the Platform; or (iv) that the Services and Platform, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

METROBI DOES NOT PROVIDE ANY REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF YOUR USE OF THE PLATFORM OR YOUR RECEIVING OR PROVIDING SERVICES (INCLUDING BUT NOT LIMITED TO DELIVERY SERVICES), NOR DOES IT GUARANTEE THAT THE SERVICES AND/OR PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. METROBI DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY, OR ABILITY OF USERS OR THIRD-PARTY PROVIDERS TO RECEIVE OR PROVIDE SERVICES. YOU AGREE THAT THE ENTIRE RISK ARISING FROM YOUR USE OF THE PLATFORM, SERVICES, AND ANY DELIVERY SERVICE REQUESTED OR PROVIDED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

METROBI EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN USERS OF ITS PLATFORM, INCLUDING BUT NOT LIMITED TO SHIPPERS, DRIVERS, AND RECEIVERS. THE USE OF OUR PLATFORM AND RECEIVING AND PROVIDING SERVICES (INCLUDING DELIVERY SERVICES) THEREUNDER ARE ENTIRELY AT YOUR OWN RISK. METROBI CURRENTLY DOES NOT AND HAS NO OBLIGATIONS TO ASSESS THE SUITABILITY, LEGALITY, OR ABILITY OF ANY USER TO REQUEST, PERFORM, OR COMPLETE A DELIVERY TASK.

YOU ACKNOWLEDGE THAT USERS OR OTHER THIRD PARTIES PROVIDING OR RECEIVING SERVICES USING THE METROBI PLATFORM MIGHT NOT BE INSURED, LICENSED, OR PERMITTED, AND YOU EXPRESSLY RELEASE AND AGREE NOT TO HOLD METROBI LIABLE FOR ANY DAMAGES, SUITS, CLAIMS, AND/OR CONTROVERSIES ARISING FROM SUCH CIRCUMSTANCES.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

J. Limitation of Liability

METROBI SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, BUSINESS INTERRUPTION, LOST DATA, PERSONAL INJURY, LOSS OF PRIVACY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE METROBI PLATFORM, SERVICES PROVIDED BY METROBI, OR SERVICES (INCLUDING DELIVERY SERVICES) PROVIDED AND/OR RECEIVED BETWEEN USERS OF THE PLATFORM, EVEN IF METROBI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. METROBI SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY, OR LOSSES ARISING OUT OF: (I) YOUR USE OF OR RELIANCE ON THE PLATFORM OR YOUR INABILITY TO ACCESS OR USE THE PLATFORM; OR (II) ANY TRANSACTION (INCLUDING PROVIDING AND/OR RECEIVING DELIVERY SERVICES) OR RELATIONSHIP BETWEEN YOU, OTHER USERS (SHIPPERS, DRIVERS, RECEIVERS, AND OTHERS), ANY THIRD-PARTY PROVIDER, EVEN IF METROBI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ACKNOWLEDGE THAT DRIVERS PROVIDING TRANSPORTATION AND DELIVERY SERVICES MAY NOT BE INSURED, LICENSED, OR PERMITTED.

METROBI PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION OF GOODS, OR LOGISTICS SERVICES FROM OTHER USERS (DRIVERS) AND THIRD-PARTY PROVIDERS, BUT YOU AGREE THAT METROBI HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION OF GOODS, OR LOGISTICS SERVICES PROVIDED BY USERS AND THIRD-PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

IF NOTWITHSTANDING THE FOREGOING LIMITATIONS, EXCLUSIONS, DISCLAIMERS, WAIVERS, AND RELEASES, IN NO EVENT SHALL METROBI’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED FIVE HUNDRED DOLLARS ($500).

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. IN THESE STATES, EACH PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

K. FOR EUROPEAN UNION (EU) USERS

If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which You are resident.

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

M. SEVERABILITY, WAIVER, AND GOVERNING LAW

This Agreement shall be governed by the laws of the State of Massachusetts. If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

N. TERMINATION

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the platform will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Platform.

O. CHANGES TO THESE TERMS AND CONDITIONS

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Platform after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Platform.

P. CONTACT US

If you have any questions about these Terms and Conditions, You can contact us:

  • By email: info@metrobi.com
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