OnTrac OnRoute™ End User License Agreement

OnTrac OnRoute^TM
End User License Agreement

This End User License Agreement (this “Agreement“) is a binding agreement between you (“End User“; “You“; “Your;” and/or “Yourself“) and Lasership, Inc., d/b/a OnTrac Final Mile and its subsidiaries (“OnTrac” or “Company“). This Agreement governs Your use of the OnTrac OnRoute^TM mobile application, (including all related documentation, the “Application“). For purposes of this Agreement, You and Company may be referred to individually as a “Party” and collectively as the “Parties.”

BY CLICKING THE “AGREE” BUTTON AND USING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER/OF LEGAL AGE TO ENTER INTO A BINDING LEGAL AGREEMENT; AND (C) ACCEPT THIS END USER LICENSE AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS HEREIN, DO NOT USE THE APPLICATION.

THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT IN SECTION 12 WHEREBY YOU AND COMPANY, AMONG OTHER OBLIGATIONS, AGREE TO RESOLVE DISPUTES THROUGH ARBITRATION AND EACH PARTY WAIVES THEIR RIGHT TO A JURY TRIAL.

License Grant. Subject to the terms of this Agreement, Company grants You a limited, non-exclusive, and nontransferable license to:
1. download, install, and use the Application solely for Your personal, non-commercial use on a single mobile device owned or otherwise controlled by You (“Mobile Device“) strictly in accordance with the Application’s documentation; and
2. access, download, and use on such Mobile Device the Content and Services (as defined in Section 5) made available in or otherwise accessible through the Application, strictly in accordance with this Agreement and the Terms of Use applicable to such Content and Services as set forth in Section 5.
License Restrictions. Except as may be expressly permitted by applicable law or expressly authorized by the Application, You shall not:
1. copy the Application, except as expressly permitted by this license;
2. modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Application;
3. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;
4. remove, delete, alter, or obscure any trademark or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Application, including any copy thereof;
5. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Application, or any feature or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time;
6. use any robot, spider, or other automatic device, process, or means to access the Application for any purpose, including monitoring or copying any of the material on the Application;
7. use any manual process to monitor or copy any of the material on the Application, or for any other purpose not expressly authorized in this Agreement, without Company’s prior written consent;
8. frame, mirror, or otherwise incorporate the Application or any portion of the Application as part of any other mobile application, website, or service;
9. use the Application in any manner that could disable, overburden, damage, or impair the Application or interfere with Company’s (or any third party’s) use of the Application; or
10. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Application.
Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to You. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Company reserves and shall retain its entire right, title, and interest in and to the Application, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to You in this Agreement.
Collection and Use of Your Information. You acknowledge that when You download, install, or use the Application, Company may use automatic means (including, for example, cookies and web beacons) to collect information about Your Mobile Device and about Your use of the Application. You also may be required to provide certain information about Yourself as a condition to downloading, installing, or using the Application or certain of its features or functionality, and the Application may provide You with opportunities to share information about Yourself with others. All information we collect through or in connection with this Application is subject to Company’s Privacy Policy located at https://www.ontrac.com/privacy. By downloading, installing, using, and providing information to or through this Application, You hereby consent to all actions taken by OnTrac with respect to Your information in compliance with the Privacy Policy.
Content and Services. The Application is intended to improve delivery businesses by providing features such as package scanning functionality, automated route optimization, and virtual proof-of-delivery, and certain features, functionality, and content accessible on or through the Application may be hosted on the Company’s Website (collectively, “Content and Services“).
Updates. Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates“). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on Your Mobile Device settings, when Your Mobile Device is connected to the internet either: (a) the Application will automatically download and install all available Updates; or (b) You may receive notice of or be prompted to download and install available Updates. You shall promptly download and install all Updates and acknowledge and agree that the Application or portions thereof may not properly operate should You fail to do so. You further agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.
Third-Party Materials. The Application may display, include, or make available third-party content (including data, information, applications, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising (“Third-Party Materials“). You acknowledge and agree that Company is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Company does not assume and will not have any liability or responsibility to You or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to You, and You access and use them entirely at Your own risk and subject to such third parties’ terms and conditions.
Term and Termination.
1. The term of Agreement commences when You acknowledge Your acceptance and will continue in effect until terminated by You or Company as set forth in this Section 8.
2. You may terminate this Agreement by deleting the Application and all copies thereof from Your Mobile Device.
3. Company may terminate this Agreement at any time without notice if it ceases to support the Application, which Company may do in its sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if You violate any of the terms and conditions of this Agreement.
4. Upon termination:
  1. all rights granted to You under this Agreement will also terminate; and
  2. You must cease all use of the Application and delete all copies of the Application from Your Mobile Device and account.
5. Termination will not limit any of Company’s rights or remedies at law or in equity.
Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, 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 APPLICATION, 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, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION 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. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:
1. PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
2. DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED FIVE HUNDRED DOLLARS ($500.00 USD).
THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
Indemnification. You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to Your use or misuse of the Application or Your breach of this Agreement, including but not limited to the content You submit or make available through this Application.
Arbitration Agreement. This agreement to arbitrate (“Arbitration Agreement”) is optional and not a condition of entering into this Agreement.
1. Disputes covered. Except as provided in subsection (b), any claim, controversy, or dispute between You and Company or any of either’s respective affiliates, officers, directors agents, and employees (for purposes of this section, the “Parties”), arising out of or relating to this Agreement or the relationship between the Parties (including any request for preliminary or other injunctive relief), whether arising before or after this Agreement is entered into (together, “Claims”) must be submitted to final and binding arbitration to be administered by the American Arbitration Association (“AAA”). For the avoidance of doubt, Claims include but are not limited to claims: (i) arising out of or relating to any acts, omissions, conditions, or events taking place during the term of this Arbitration Agreement; (ii) arising out of or relating to any Regional Service Agreement or other written contract between the Parties; (iii) of breach of contract, tort, fraud, and any cause of action arising under the statutes, regulations, or common law of any governmental authority, whether local, state, federal, or foreign; and (iv) asserted against a Party or a Party’s customer by workers engaged by the other Party, regardless of how those workers are classified and what type of claims they assert.BY AGREEING TO ARBITRATION, THE PARTIES UNDERSTAND THEY ARE WAIVING THEIR RIGHT TO A JURY TRIAL. The arbitration must be conducted in accordance with the procedure described in this Arbitration Agreement and the Commercial Arbitration Rules (and related arbitration rules governing requests for preliminary or other injunctive relief) of the AAA (www.adr.org). If the AAA is unable to serve as the administrator, JAMS (www.jamsadr.com) shall serve as the administrator; in the event JAMS is unable to serve as the administrator, the Parties shall confer in good faith to mutually select an administrator. The Parties agree this Arbitration Agreement is governed by the Federal Arbitration Act (9 U.S.C. § 1 et seq.) (“FAA”) and is not exempt from the FAA. If the FAA is held not to apply, this Arbitration Agreement will be governed by the arbitration laws of the Commonwealth of Virginia.
2. Claims not covered. The arbitration clause of subsection (a) shall not apply to the following claims:
  1. Claims within the jurisdiction of a small claims court that either Party elects to file in such a court, as long as the matter remains in such court (or, solely for appealing the judgment of the small claims court and not for removing the original trial of the Claim therefrom, in such other court as the applicable law may designate for such appeals) and advances only an individual (non-class, non-collective, non-consolidated, and non-representative) Claim.
  2. Claims for workers compensation, state disability insurance, or unemployment insurance benefits.
  3. Claims brought before an administrative agency if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate. Such administrative claims include without limitation claims or charges brought before the Equal Employment Opportunity Commission (www.eeoc.gov), the U.S. Department of Labor (www.dol.gov), the National Labor Relations Board (www.nlrb.gov),
    and the Office of Federal Contract Compliance Programs (www.dol.gov/esa/ofccp). Nothing in this Arbitration Agreement shall be deemed to excuse a Party from bringing an administrative claim before any agency in order to fulfill the Party’s obligation to exhaust administrative remedies before making a claim in arbitration.
  4. Claims brought under the California Private Attorney General Act, Cal. Lab. Code § 2698, et seq. (“PAGA”), pursuant to which You seek to recover civil penalties (a portion of which would be allocated to the California Labor and Workforce Development Agency) on behalf of anyone who has provided services to Company other than You. For the avoidance of doubt, private claims pursuant to which You seek claimant-specific relief (e.g. statutory damages), including claims alleging violations of the California Labor Code that may be the predicate of a PAGA claim for civil penalties, are covered by this Arbitration Agreement unless applicable law requires that they be adjudicated before an administrative agency notwithstanding the existence of an agreement to arbitrate.
  5. Statutory claims for public injunctive relief.
  6. Any other claim for which it is unlawful for the Parties to agree, on a predispute basis, that the claim must be arbitrated pursuant to the terms of this Arbitration Agreement.
3. Delegation. An arbitrator selected pursuant to the terms of this Arbitration Agreement and the rules of the administrator (“Arbitrator”) shall decide all issues arising out of or relating to the interpretation or application of this Arbitration Agreement, including the enforceability, revocability or validity of this Arbitration Agreement or any portion of it, except the issue of the availability of class, collective, consolidated, or representative arbitration of claims, which issue shall be reserved.
4. Class, Collective, Consolidate, and Representative Action Waiver. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS ARBITRATION AGREEMENT, THE PARTIES AGREE THAT NO CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE CLAIMS SHALL BE ALLOWED IN ARBITRATION OR IN COURT AND THAT THE ARBITRATOR IS NOT EMPOWERED TO CERTIFY, CONDUCT, OR AWARD RELIEF IN ANY SUCH ARBITRATION. IF A COURT OR ARBITRATOR NEVERTHELESS ALLOWS OR REQUIRES A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ARBITRATION, THE PARTIES AGREE THAT SUCH A DETERMINATION IS IMMEDIATELY APPEALABLE TO THE STATE OR FEDERAL COURTS SERVING THE COUNTY OF FAIRFAX, IN THE COMMONWEALTH OF VIRGINIA, AS CONTRARY TO THE INTENT OF THE PARTIES IN ENTERING INTO THIS ARBITRATION AGREEMENT AND THAT ALL ARBITRAL PROCEEDINGS, INCLUDING DISCOVERY, SHALL BE STAYED PENDING APPEAL. IN THE EVENT THE DETERMINATION IS NOT REVERSED ON APPEAL, THE PARTIES AGREE THAT THIS ARBITRATION AGREEMENT SHALL BE NULL AND VOID IN ITS ENTIRETY WITH RESPECT TO THE PENDING DISPUTE, ANY ARBITRATION AWARD UNDER IT WITH RESPECT TO THE PENDING DISPUTE SHALL BE NULL AND VOID, AND ANY SUCH DISPUTE BETWEEN THE PARTIES SHALL BE RESOLVED BY COURT ACTION, NOT ARBITRATION, IN THE FOREGOING STATE OR FEDERAL COURTS. IF AT ANY POINT THIS PROVISION IS DETERMINED TO BE UNENFORCEABLE, THE PARTIES AGREE THAT THIS PROVISION SHALL NOT BE SEVERABLE, UNLESS IT IS DETERMINED THAT THE ARBITRATION WILL STILL PROCEED ON AN INDIVIDUAL BASIS ONLY.
5. Filing of arbitration demand. Any demand for arbitration shall be filed pursuant to the Administrator’s directions and delivered by hand, by First Class U.S. Mail, or by overnight delivery service to the other Party at the address such Party last provided written notice of to the other Party. The demand shall be filed and served within the time allowed by the shortest statute of limitations applicable to at least one claim set forth in the demand. The Arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration. At least sixty (60) days before filing a demand for arbitration, the Party with a Claim shall provide written notice to the other Party clearly identifying the claimant, the factual support for the Claims, and the relief to be requested (“Notice of Claim”). In addition to any requirements herein, any demand for arbitration must include an express authorization by the claimant to the filing of the demand on claimant’s behalf.
  
  Once the Notice of Claim is received by the other Party, You and Company agree to participate and negotiate (personally and, if You and/or Company are represented, with counsel) in good faith about the Claim for sixty (60) days (the “Mandatory Initial Dispute Resolution Procedure”). This personal participation includes a telephone settlement conference between You and Company if it is requested by the Party that receives the Notice of Claim.
  
  To minimize the cost and inconvenience to both Parties, and to promote prompt resolution of Claims, the Parties agree that engaging in this initial dispute resolution process is a material term of this Agreement and a requirement that must be fulfilled before commencing any arbitration. The Parties agree to act in good faith to resolve the Claim before commencing arbitration in accordance with this subsection (e).
  
  The Parties agree that arbitration (as well as any obligation to pay Arbitration Fees) shall be stayed until the initial dispute resolution process in subsection (e) is complete. The Parties acknowledge that either Party’s failure to comply with the provisions of this subsection (e) would irreparably harm the other. If either Party violates this subsection (e), a court of competent jurisdiction has the authority to enjoin the prosecution of the arbitration or small claims court proceeding, and, unless prohibited by law, AAA, JAMS, or an alternate arbitration organization (as set forth above), shall neither accept nor administer such arbitration nor assess arbitration fees in connection with such arbitration.
  
  Any relevant limitations period and filing fee or other deadlines will be tolled during the sixty (60) day Mandatory Initial Dispute Resolution Procedure set forth herein unless that period is modified by agreement of the Parties.
6. Arbitration procedure. The Arbitrator shall be selected by agreement of the Parties. Unless the Parties agree otherwise, the Arbitrator shall be an attorney licensed to practice in the location where the arbitration proceeding will be conducted or a retired federal or state judicial officer who presided in the jurisdiction where the arbitration will be conducted. If for any reason the Parties cannot agree to an Arbitrator, either Party may apply to a court of competent jurisdiction with authority over the location where the arbitration will be conducted for appointment of a neutral Arbitrator. The court shall then appoint an Arbitrator, who shall act under this Arbitration Agreement with the same force and effect as if the Parties had selected the Arbitrator by agreement. The location of the arbitration shall be in a city agreed to by the Parties or, absent such agreement, in the largest city no more than 50 miles from the geographic area in which You performed transportation services using this Application (“Geographic Area”) or, if You no longer are headquartered or reside in the Geographic Area, in the largest city no more than 50 miles from Your headquarters or place of residence. In the arbitration, the Parties shall have the right to conduct adequate civil discovery, bring dispositive motions, and present witnesses and evidence as needed to present their cases and defenses, and any disputes in this regard shall be resolved by the Arbitrator.
  
  By signing the demand for arbitration, a Party (and their counsel if they are represented) certifies that they have complied with (i) the Mandatory Initial Dispute Resolution Procedure set forth above, and (ii) all of the requirements of Federal Rule of Civil Procedure 11(b), including that the claims or the relief sought are neither frivolous nor brought for an improper purpose. The Arbitrator is authorized to award any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or applicable federal or state law against all appropriate persons (including counsel) as a court would.
  
  The Parties agree the efficiencies of bilateral arbitration are frustrated when multiple arbitration demands are filed for Claims of a substantially similar nature where the claimants are represented by the same or coordinated counsel (each a “Mass Claim”). Therefore, if thirty-five (35) demands for arbitration of Mass Claims are filed within six (6) months of each other, any subsequently filed demands to arbitrate Mass Claims shall not be arbitrated under this Arbitration Agreement. Such excluded Mass Claims may be resolved outside of arbitration, including in a court of competent jurisdiction, if the claimant so chooses.
  
  The Parties may mutually agree to resolve Mass Claims excluded from this Arbitration Agreement by arbitration or other means pursuant to a separate written agreement. If the Parties do not agree on whether any Mass Claim is to be arbitrated or excluded under this Arbitration Agreement, You and Company agree that either Party may seek an order from a court of competent jurisdiction compelling compliance with this subsection (f), including compelling that any Mass Claims be excluded from arbitration. Pending resolution of any such requests to a court, You and Company agree that all arbitrations involving the Mass Claims in dispute (and any obligation to pay arbitration fees) shall be stayed. You and Company acknowledge that either Party’s failure to comply with the provisions of this subsection (f) would irreparably harm the other, and the Parties agree that a court may issue an order staying arbitrations involving the Mass Claims (and any obligation to pay arbitration fees) until any disagreements over the provisions of this subsection (f) are resolved by the court.
7. Arbitration expenses. Each Party shall pay its own arbitration filing fees and an equal share of the fees and expenses of the Arbitrator and the cost of the arbitration site, provided that if You operate no more than one vehicle in Your overall transportation business, Company shall pay the full fees and expenses of the Arbitrator and the full cost of the arbitration site as well as (a) the full arbitration filing fee, if Company is the claimant, or (b) the portion of the arbitration filing fee that exceeds the filing fee then in effect for civil actions in the United States District Court for the district that includes the City of Fairfax, in the Commonwealth of Virginia, if You are the claimant. In all other respects, except to the extent otherwise determined by law, as construed and applied by the Arbitrator, the Parties shall be responsible for their own respective arbitration expenses, including attorneys’ fees, subject, in the case of Your arbitration expenses, to any attorneys’ fees or related remedies to which the Arbitrator finds You to be entitled under applicable law. Both Parties agree to be fully and finally bound by the arbitration award, and, where allowed by law, a judgment may be entered on the award in any court having jurisdiction thereof.
  
  Notwithstanding the foregoing, an Arbitrator may order a Party to pay or reimburse any arbitration expenses, attorneys’ fees, and costs charged to or incurred by a prevailing Party where the Arbitrator finds that a Claim was frivolous, brought for harassment or an illegitimate or improper purpose, or brought in bad faith, as measured by the standards set forth in Federal Rule of Civil Procedure 11(b). The prevailing Party in any court action relating to whether either Party has satisfied any condition precedent to arbitration, including the Mandatory Initial Dispute Resolution Procedure in subsection (e) and the Mass Arbitration Process in subsection (f), is entitled to recover their reasonable attorneys’ fees and costs.
8. Post-arbitration procedure. Within thirty (30) days of the closing of the arbitration hearing (which period may be extended by stipulation of the Parties), any Party shall have the right to prepare, serve on the other Party, and file with the Arbitrator a post-arbitration brief. Except as provided in the waiver provision of subsection (d) of this Arbitration Agreement, the Arbitrator may award any Party any remedy to which that Party is entitled under applicable law, and which would otherwise be available in a court of law for the claims presented to and decided by the Arbitrator. The Arbitrator shall issue a decision or award in writing, stating the essential findings of fact and conclusions of law. A court of competent jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration.
9. Your right to revoke this Arbitration Agreement. If You do not want to be subject to this Arbitration Agreement, You may subsequently revoke Your assent to this Arbitration Agreement by notifying Company in writing of such desire within fifteen (15) days of the date You agree to this Agreement, which writing must be delivered by U.S. Mail, or by any nationally recognized delivery service (FedEx, etc.), or by hand delivery to Lasership, Inc. d/b/a OnTrac Final Mile, 14850 Thompson Road, Chantilly, VA 20151, ATTN: Last Mile Operations. The original or a copy of Your notice shall be maintained by Company. Such unilateral election by You shall not result in any form of penalty, retaliation, or disadvantaging of You by Company. If You are or were Party to an earlier agreement to arbitrate disputes with Company at the time You enter into this Arbitration Agreement and then later revoke Your assent to this Arbitration Agreement pursuant to this subsection (i), the earlier arbitration agreement will remain in full force and effect consistent with its terms.
10. Survival. For this avoidance of doubt, this Arbitration Agreement shall continue in effect beyond the termination of this Agreement with respect to any disputes covered under Section 12 of this Agreement.
11. Severability and waiver. If the waiver provision of subsection (d) is declared invalid by any court or Arbitrator for any reason, the Parties intend that this entire Arbitration Agreement be void. If any other provision (including any sentence or part of a sentence) of this Arbitration Agreement is declared invalid by any court (overseeing a dispute pursuant to subsection [b]) or Arbitrator for any reason, this Arbitration Agreement shall be void only as to the provision, and this Arbitration Agreement shall remain otherwise binding between the Parties. Any provision voided by operation of the foregoing shall be replaced with provisions that shall be as close to the Parties’ original intent as permitted under applicable law. No waiver of any of the provisions of this Arbitration Agreement shall constitute a waiver of any other provisions whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be deemed effective or binding upon either Party unless executed in writing by the Party making the waiver. The failure or refusal of either Party to insist upon the strict performance of any provision of this Arbitration Agreement or to exercise any right in any one or more instances or circumstances shall not be construed as a waiver or relinquishment of the provision or right, nor shall the failure or refusal be deemed a customary practice contrary to the provision or right. The rights and remedies of either Party under this Arbitration Agreement or under applicable law shall be cumulative, and the exercise of any of them shall not be exclusive of any other right or remedy provided or allowed under applicable law.
12. Benefit and assignment. This Arbitration Agreement shall be binding upon and inure to the benefit of the Parties to this Arbitration Agreement and their respective successors.
13. Confidentiality and nondisclosure. The Parties agree to keep confidential and not to disclose (and shall make all reasonable best efforts to cause their employees, agents, and attorneys to keep confidential and not to disclose) the existence and/or terms of any decision (whether final or otherwise) issued by an Arbitrator concerning a Claim except (i) as authorized in writing by the non-disclosing Party; (ii) as required by law; (iii) as ordered by a court, administrative, or governmental entity, or (iv) to the Party’s attorney.
Export Regulation. The Application may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Application available outside the US.
Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
Governing Law. This Agreement, as well as any claim or dispute arising from or in connection with this Agreement, will be governed by the laws of the United States and of Virginia, without regard to the choice-of-law rules of that or any other jurisdiction. The Parties agree that any claim or dispute arising from or in connection with this Agreement, or with respect to any aspect of the relationship between the Parties, whether under federal, state, local, or foreign law, must be brought exclusively in the state or federal courts serving Fairfax County, Virginia. The Parties consent to the jurisdiction of these courts. The Parties selection of forum in this section applies to any claim filed in any court, even if such claim is filed in violation of the Parties agreement to arbitrate as set forth in Section 12.
Entire Agreement. This Agreement and the Privacy Policy constitute the entire agreement between You and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.
Waiver. No failure to exercise, and no delay in exercising, on the part of either Party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.

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OnTrac OnRoute™ End User License Agreement