This TERMS OF SERVICE AGREEMENT is made by and between you (“User”, “You” or “Your”) and rubiCorp Technologies Inc. LLC, a limited liability corporation of the State of Delaware (“RUBI”, “We”, “Our,” or “Us”).
RUBI is a membership-based service provider enabling members to arrange and schedule rides with a third-party driver specifically for children ages seven (7) and up, using this convenient software platform (“The Services”).
You are the parent or legal guardian of a minor child or minor children (“Rider”), who wishes to contract with RUBI to provide transportation services for Rider according to the terms set forth below.TERM AND DURATION.The Term of this Agreement shall begin upon Your acceptance of this Agreement (the “Commencement Date”) and continue for a period of one (1) year. This Agreement shall automatically renew for a period of one (1) year following completion of the Term and any subsequent renewal term, unless either Party terminates or cancels this Agreement via this software platform or by written notice to the other Party.NATURE OF RELATIONSHIPS.RUBI serves as a technology platform and intermediary between passengers ages seven (7) and older and their legal guardians and third-party transportation providers (“Drivers”). RUBI does not directly provide transportation services, nor does it serve as a transportation carrier or childcare provider.
To use The Services, You will first set up a User profile through this software platform. To create a User profile, You must provide a valid credit card number and set up a profile according to the prompts. The membership profile requires User to provide certain personally identifiable information and will require other information about User and Rider. You must provide accurate account information and promptly update this information if it changes.
Driver is not an employee of RUBI, but rather, an independent contractor providing transportation services directly to Rider and other passengers. Driver will receive, through RUBI’s digital network application, a connection to Rider to transport Rider between points You choose in exchange for Your payment of a fee to RUBI. RUBI shall subsequently remit payment to Driver according to mutually agreeable terms as set forth between RUBI and Driver.
RUBI will not permit or instruct Driver to pick up Rider if Rider or User hails Driver from the street or through any means other than this software platform; nor will Driver discharge Rider at random except at Your request.
RUBI shall take precautions to ensure that any ratings that our Drivers make of You are not based on unlawful discrimination, and that Driver does not discriminate against passengers or potential passengers on the basis of geographic endpoints of the ride, race, color, national origin, religion, sex, disability, age, or sexual orientation/identity.
Unless otherwise agreed in a separate written agreement, The Services are solely for personal, noncommercial use, and You are authorized to access and use The Services, including this software platform, solely for personal use.
RUBI and Driver reserve the right to refuse services to any passenger or passenger’s legal guardian, including User or Rider, at their discretion for cause.
Driver’s provision of transportation services to Rider through User’s account creates a direct business relationship between Driver and User. Although RUBI conducts significant screenings of its transportation providers and prides itself on providing trustworthy rideshare services, RUBI simply cannot provide these services and also accept liability for actions or inactions outside of its control. As such, RUBI is not responsible for the actions or inactions of Driver in direct relation to User or Rider, or for the vehicle possessed by Driver and used to provide transportation services under this Agreement (“Driver’s Vehicle”). Driver has sole responsibility for any obligations or liabilities to User, Rider and third parties that arise from Driver’s provision of transportation services. User assumes responsibility for taking such precautions as may be reasonable and proper regarding any acts or omissions of Driver or other third party.
RUBI may release Driver’s contact and insurance information to You upon Your reasonable request.
You must be at least eighteen (18) years of age. You assume full responsibility for the acts or omissions of Rider in connection with The Services and the acts of anyone authorized to arrange for The Services through Your RUBI account. You represent and warrant to Us that You will only book rides for Riders for whom You are the parent or legal guardian, or for whom You have been specifically authorized to do so by the parent or legal guardian of Rider, and he, she or they have agreed to the terms and conditions contained herein.
RUBI shall suffer no liability for any of the acts, negligence, omissions, or any other conduct of User or Rider at any time related to any activities specified herein; and User agrees to hold RUBI, its officers, directors, employees, independent contractors, and its agents, harmless from any and all claims arising from User's or Rider’s activities, acts or omissions.
To the fullest extent permitted by applicable law, User will indemnify, defend, and hold harmless RUBI and each of our respective officers, directors, agents, partners and employees from and against any loss, liability, claim, demand, damages, expenses (including reasonable attorneys’ fees) and costs (“Claims”) arising out of or related to (a) User’s and Ryder’s access to or use of The Services; (b) User Content; (c) User’s violation of this Agreement; (d) User’s or Ryder’s violation, misappropriation or infringement of any rights of another person or entity (including intellectual property rights or privacy rights); (e) any breach or alleged breach of any representation or warranty in this Agreement; or (e) User’s or Ryder’s conduct in connection with The Services, including any bodily injury or property damage User or Rider causes. User agrees to promptly notify RUBI of any third-party Claims, cooperate with RUBI in defending such Claims and pay all fees, costs and expenses associated with defending such Claims (including, but not limited to, attorneys’ fees). User also agrees that RUBI will have control of the defense or settlement of any third-party Claims. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between User and RUBI.
You make use of The Services at Your sole risk. The Services are provided on an “as is” and “as available” basis without warranties of any kind, either expressed or implied, including but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, RUBI does not represent or warrant that The Services are accurate, complete, reliable, current or error-free. RUBI cannot and does not represent or warrant that The Services are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of The Services.
To protect the safety of Rider and effectiveness of services provided by RUBI, RUBI reserves the right to record Rider with audio, video, or both, using cameras installed in vehicles used by Driver while performing services under this Agreement, and You consent to any and all recording of User or Rider or both during the provision of said services.
Upon responding to a request for service, Driver will arrive at the scheduled pick-up location at the designated time. Driver will wait for Rider at that location for a period of up to twenty (20) minutes. If Rider does not show up within twenty (20) minutes of the scheduled pick-up time, Driver reserves the right to leave the designated pick-up location and cancel the trip.DUTIES OF USER.You shall maintain the security of Your account on RUBI’ software platform to the fullest extent possible and promptly notify RUBI if You discover or suspect that someone has accessed Your account without Your permission. If You permit others to use Your account, You are responsible for the activities arising out of that permission.
You agree to pay, and hereby authorizes RUBI’s third-party payment processor to charge, via one or more credit cards or PayPal or other third-party payment processing accounts on file in Your account (each a “Payment Method”) for all applicable fees and taxes that may accrue in relation to Your subscription to use The Services. You must provide a complete and accurate Payment Method and contact information. Any amounts that RUBI is unable to charge to a valid Payment Method will be late payments and will bear interest at the maximum allowable rate until paid. RUBI may suspend or terminate Your access to The Services if a payment is 30 days past due. Payments made by credit card are subject to a Three Percent (3%) processing surcharge. Payments made via ACH for direct debit from Your designated bank account shall not be subject to this additional processing surcharge.
You agree not to violate or infringe upon any applicable law, contract, intellectual property or other third-party right or commit a tort in connection with The Services, and Your are solely responsible for User’s and Rider’s conduct while accessing or using The Services.
Without limiting the foregoing, User shall not:
1. engage in any harassing, threatening, intimidating, predatory, violent or stalking conduct;
2. use or attempt to use another customer’s account without their authorization or arrange or attempt to arrange rides for any passenger for whom User is not authorized to do so;
3. use The Services in any manner that could interfere with, disrupt, negatively affect or inhibit other customers from fully enjoying The Services or that could damage, disable, overburden or impair the functioning of The Services in any manner;
4. reverse engineer any aspect of The Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of The Services;
5. attempt to circumvent any content-filtering techniques RUBI employs or attempt to access any feature or area of The Services that you are not authorized to access;
6. develop or use any third-party applications that interact with The Services without RUBI’ prior written consent, including any scripts designed to scrape or extract data from The Services;
7. use any data mining, robots or similar data gathering or extraction methods; or
8. use The Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates this Agreement.FEES AND PAYMENTS.We will charge You fees for any and all rides and other services completed by Driver. Fees may vary based upon any particular ride in question and may include tolls, surcharges, wait fees, and other fees. You may be provided a cost estimate for a ride through the RUBI software platform prior to confirmation of a reservation. Actual fees charged may vary from this estimate based on (a) the amount of time it takes to perform The Services (e.g., including Driver’s waiting time if Rider or other passengers delay pick-up or departure time, or due to traffic delays), (b) the distance travelled during Rider’s ride (e.g., if a detour is required to avoid adverse road conditions), and (c) the amount of any tolls, surcharges, and other fees which You are responsible for paying. Fees may also vary if You change the pick-up time after confirming the applicable reservation, or if Rider or other passengers are late for the scheduled pick-up time. Fees may also include other applicable fees, tolls, and/or surcharges including booking fees, tolls, airport surcharges or other fees for split payments.
RUBI may from time to time either enable or require You to pay in advance for The Services.
Fees are due immediately and payment will be facilitated using the Payment Method designated in Your account.
All fees and payments are non-refundable and non-transferable except as expressly provided herein or within RUBI’ software platform.
RUBI reserves the right to establish, remove and revise fees for The Services, including on behalf of Driver, at any time in RUBI’ sole discretion. Further, fees applicable in certain geographical areas may increase substantially during times of high demand. RUBI may from time to time provide certain customers with promotional offers and discounts that may result in different amounts charged for the same or similar services obtained through using The Services, and You agree that such promotional offers and discounts will have no bearing on Your nor Rider’s access to The Services or for the fees applied therefor. You may elect to cancel any request at any time prior to Driver’s arrival, in which case You may be charged a cancellation fee.
You are responsible for the costs or repair to damage to, or necessary cleaning of, Driver’s Vehicle and other property resulting from use of The Services beyond normal “wear and tear.” In the event that Driver reports the need for repair or cleaning, RUBI reserves the right to facilitate payment for the reasonable cost of such repair or cleaning on behalf of Driver using the Payment Method.INTELLECTUAL PROPERTY.- Confidential Information.
- The parties agree that RUBI is engaged in a business with certain unique techniques and assets, including but not limited to the following: customer and client lists; computer programs and software relating to RUBI’ services; RUBI’ rates; the names, addresses and other records of individual accounts, including the names and addresses of minors; payment and financial records for all accounts; customer claims and request information ("Confidential Information"). Except as otherwise provided herein, all Confidential Information is the sole and exclusive property of RUBI at all times including during the term of this Agreement and all times thereafter. At no time shall User have any right, title or interest in any of RUBI’ Confidential Information, nor authority to disclose any of same. This Section shall survive termination of this Agreement.
- RUBI shall take all reasonable precautions to protect the confidentiality of sensitive personal information related to User and Driver. However, RUBI shall comply with all provisions of law and regulations, including but not limited to MD Code, Public Utilities, § 10-406, Imposition of assessments, and similar provisions under other states’ laws, which may require certain reports and disclosures to regulatory bodies from time to time.
- User Content. To the extent that RUBI’ digital platform enables User to post photos, reviews, and other content from time to time (“User Content”), User retains all rights in and to that User Content. User grants RUBI a perpetual, irrevocable, nonexclusive, royalty-free, worldwide, fully-paid, and sub-licensable license to reproduce, distribute, adapt, publish, translate, create derivative works from, publicly perform, publicly display and otherwise use the User Content, and any name, username or likeness provided in connection with the User Content, in any media or media in connection with The Services without compensation to User. If User posts or otherwise share reviews on or through third-party social media sites or other content that is intended to be shared, such User Content and any associated information (such as usernames or profile photos for such third-party social media sites) may be visible to the public. User is solely responsible for any User Content posted.
- The Services and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the “RUBI Content”) are owned by or licensed to RUBI and are protected under both United States and foreign laws. Except as explicitly stated in this Agreement, RUBI and its licensors reserve all rights in and to The Services and the RUBI Content.
- License Grant. Subject to the terms and conditions of this Agreement, RUBI hereby grants User a non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable license during the term of this Agreement to use RUBI Content solely for personal use. All rights not expressly conveyed herein are reserved by RUBI. Specifically but not exclusively, User does not have any right to (a) sell, resell or commercially use The Services or RUBI Content; (b) copy, reproduce, distribute, publicly perform or publicly display RUBI Content, except as expressly permitted; (c) modify the RUBI Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of The Services or RUBI Content; or (d) use The Services or RUBI Content other than for their intended purposes. Any use of The Services or RUBI Content other than as specifically authorized herein, without RUBI’ prior written permission, is strictly prohibited and will terminate the license granted herein.DEFAULT.The violation or breach of any term hereof by User shall constitute grounds for immediate termination of this Agreement without further cause. In the event of a breach or threatened breach of any portion of this Agreement by User, RUBI: may institute an action against User to obtain an injunction to restrain the breach of this Agreement by User; may institute any action against User to recover any damages sustained by RUBI proximately caused by User’s breach hereof; and may exercise any and all other remedies available to RUBI, legal, equitable or otherwise, resulting from User’s breach. No remedy conferred by any under this Agreement, including this paragraph, is intended to be exclusive of any other remedy at law or in equity, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The election of any one or more remedies by RUBI shall not constitute a waiver of the right to pursue other available remedies.BENEFIT.This Agreement shall be binding on and inure to the benefit of the respective parties hereto, and each of their respective personal representatives, successors and assigns.GENDER.As used herein, the masculine reference shall apply equally to the feminine gender, and the feminine reference shall apply equally to the masculine gender.GOVERNING LAW.The parties agree that this Agreement shall be governed by the laws of the State of Maryland.PARTIAL INVALIDITY.If any term, covenant or condition of this Agreement or the application of such term, covenant or condition to person or circumstances shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such terms, covenants and conditions shall not be affected thereby, but rather shall be enforced the greatest extent permitted by law. Should any provision of this Agreement and/or its terms, covenants and conditions be illegal or not enforceable under the laws of the State, it or they shall be considered severable, and the Agreement and its terms, covenants and conditions shall remain in force and be finding upon the parties as though the said term, covenant or condition had never been included.WAIVER.The waiver by either party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either party.ENTIRE AGREEMENT.This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements between the parties.MODIFICATION.Any modifications hereto shall be invalid unless in writing and duly signed by each of the parties hereto.USER'S REPRESENTATIONS.User represents and warrants as follows: that User is free to enter into this Agreement and to perform each of the terms and covenants of it; and, that User is not restricted or prohibited, contractual or otherwise, from entering into and performing this Agreement; and, that User’s execution and performance of this Agreement is not a violation or breach of any other agreement between User and any other person or entity.HEADINGS.The headings used herein are for convenience purposes only and are not to be construed to limit the meanings of any such provisions.