Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and All Pro Now. If you do not agree to these Terms, you shall not access or use the Services. These Terms expressly supersede any prior agreements or arrangements with you relating to the Services. All Pro Now may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny
access to the Services or any portion thereof, at any time for any reason.
Supplemental terms may apply to certain Services, such as policies for a particular event, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, these Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
1. The Services.
The Services constitute a technology platform that enables users (such as you) of All Pro Now’s mobile applications or websites provided as part of the Services (each, an “Application“) to arrange and schedule deliveries with third party providers (collectively, “Third Party Providers“) of such deliveries, including independent third party delivery providers under agreement with All Pro Now. Unless otherwise agreed by All Pro Now in a separate written agreement with you, the Services are made available solely for your own personal or commercial use. YOU ACKNOWLEDGE THAT ALL PRO NOW DOES NOT PROVIDE DELIVERY, TRANSPORTATION, OR LOGISTICS SERVICES OR FUNCTION AS A TRANSPORTATION CARRIER.
Subject to your compliance with these Terms, All Pro Now grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Applications on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your own personal or commercial use. Any rights not expressly granted herein are reserved by All Pro Now and All Pro Now’s licensors.
You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted in writing by All Pro Now; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain
unauthorized access to or impair any aspect of the Services or related systems or networks.
C. Third Party Services and Content.
(i) The Services and all rights therein are and shall remain All Pro Now’s property or the property of All Pro Now’s licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner All Pro Now’s company names, logos, product and service names, trademarks or services marks or those of All Pro Now’s licensors. (ii) All content in connection with the Services and Application, such as text, graphics, logos, button icons, images, audio clips and video, blog posts, comments to blog posts, all software, manuals, and catalogs are the property of All Pro Now or its licensors or content suppliers and are protected by U.S. and international copyright laws. Any unauthorized use, including the reproduction, modification, distribution, transmission, republication or display of the content of the Services or the Application is strictly prohibited. These Terms do not confer any license or right under any copyright or trademark of All Pro Now or any third party. (iii) All trademarks, logo, emblems, product brand names, service marks, and trade names are proprietary to All Pro Now or other respective owners that have granted All Pro Now the right and license to use such trademarks. The unauthorized use of any trademark displayed on the Application or in connection with the Services is strictly prohibited.
E. Delivered Property.
You are solely responsible for paying for all property to be delivered by the Third Party Providers, and represent and warrant that all to be delivered property will be paid for in full prior to you scheduling delivery of it.
2. Your Use of the Services.
A. User Accounts.
In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account“). You must be at least 18 years of age to obtain an Account. Account registration requires you to submit to All Pro Now certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or All Pro Now’s termination of its agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by All Pro Now in writing, you may only possess one Account.
B. User Requirements and Conduct.
The Service is not available for use by persons under the age of 18. You may not authorize any other person or entity to use your Account. You may not assign or otherwise transfer your Account or these Terms to any other person or entity. You agree to comply with all applicable laws when using the Services, and you may only use the Services for lawful purposes (e.g., no transport of illegal, unlawful, or hazardous materials). You will not in your use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to the Third Party Provider or any other person or entity. In certain instances you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.
C. Text Messaging.
By creating an Account, you agree that the Services may send you informational text (SMS) messages as part of the normal business operation of your use of the Services. You may opt-out of receiving text (SMS) messages from All Pro Now at any time by texting the word STOP to 89203s from the mobile device receiving the messages. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the Services.
D. Promotional Codes.
All Pro Now may, in All Pro Now’s sole discretion, create promotional codes (“Promo Codes“) that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider’s services, subject to any additional terms that All Pro Now establishes on a per promotional code basis. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted in writing by All Pro Now; (iii) may be disabled by All Pro Now at any time for any reason without liability to All Pro Now; (iv) may only be used pursuant to the specific written terms that All Pro Now establishes for the Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. All Pro Now reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that All Pro Now determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.
E. User Provided Content.
All Pro Now may, in All Pro Now’s sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to All Pro Now through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content“). Any User Content provided by you remains your property, except, by providing User Content to All Pro Now, you grant All Pro Now a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner User Content in all formats and distribution
channels now known or hereafter devised (including in connection with the Services and All Pro Now’s business and on third-party sites and services),
without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.
You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant All Pro Now the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of User Content nor All Pro Now’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, illegal, unlawful, or otherwise offensive, as determined by All Pro Now in its sole discretion, whether or not such material may be protected by law. All Pro Now may, but shall not be obligated to, review, monitor, or remove User Content, at All Pro Now’s sole discretion and at any time and for any reason, without notice to you.
F. Network Access and Devices.
You are responsible for obtaining the data network access necessary to use the Services. Your mobile network’s data and messaging rates and fees may
apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices
necessary to access and use the Services, Applications, and any updates thereto. All Pro Now does not guarantee that the Services, or any portion
thereof, will function on any particular hardware or device. In addition, the Services may be subject to malfunctions and delays inherent in the use of
the Internet and electronic communications.
A. You understand that use of the Services may result in charges (“Charges“) to you for the services or goods you receive from a Third Party Provider.
After you have received services or goods obtained through your use of the Service, All Pro Now will facilitate your payment of the applicable Charges
on behalf of the Third Party Provider, as such Third Party Provider’s limited payment collection agent. Payment of the Charges in such manner shall be
considered the same as payment made directly by you to the Third Party Provider. Charges will be inclusive of applicable taxes where required by
law. Charges paid by you are final and non-refundable, unless otherwise determined by All Pro Now. You acknowledge that All Pro Now may
charge you a fee in excess of the Charges remitted to the Third Party Provider to compensate All Pro Now for your use of the Services.
B. All Charges and other fees are due immediately and payment will be facilitated by All Pro Now using the preferred payment method designated in your Account, after which All Pro Now will send you a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that All Pro Now may, as the Third Party Provider’s limited payment collection agent, use a secondary payment method in your Account, if available.
C. As between you and All Pro Now, All Pro Now reserves the right to establish, remove and/or revise Charges and other fees for any or all services or goods obtained through the use of the Services at any time in All Pro Now’s sole discretion. Further, you acknowledge and agree that Charges and other fees applicable in certain geographical areas may increase substantially during times of high demand. All Pro Now will use reasonable efforts to inform you of Charges and other fees that may apply, provided that you will be responsible for Charges and other fees incurred under your Account regardless of your awareness of such Charges and other fees or the amounts thereof. All Pro Now may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges and other fees applied to you. You may elect to cancel your request for services or goods from a Third Party Provider at any time prior to such Third Party Provider’s arrival, in which case you may be charged a cancellation fee.
D. This payment structure is intended to fully compensate the Third Party Provider for the services or goods provided. All Pro Now does not designate any portion of your payment as a tip or gratuity to the Third Party Provider. Any representation by All Pro Now (on All Pro Now’s website, in the Application, or in All Pro Now’s marketing materials) to the effect that tipping is “voluntary,” “not required,” and/or “included” in the payments you make for services or goods provided is not intended to suggest that All Pro Now provides any additional amounts, beyond those described above, to the Third Party Provider. You understand and agree that, while you are free to provide additional payment as a gratuity to any Third Party Provider who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are voluntary. After you have received services or goods obtained through the Service, you will have the
opportunity to rate your experience and leave additional feedback about your Third Party Provider.
(i) Repair or Cleaning Fees.
You shall be responsible for the cost of repair for damage to, or necessary cleaning of, Third Party Provider vehicles and property resulting from use of the Services under your Account in excess of normal “wear and tear” damages and necessary cleaning (“Repair or Cleaning“). In the event that a Third Party Provider reports the need for Repair or Cleaning, and such Repair or Cleaning request is verified by All Pro Now in All Pro Now’s reasonable discretion, All
Pro Now reserves the right to facilitate payment for the reasonable cost of such Repair or Cleaning on behalf of the Third Party Provider using your payment method designated in your Account. Such amounts will be transferred by All Pro Now to the applicable Third Party Provider and are non-refundable.
(ii) Cancellation Fee.
If after using the Services to request an on demand “Book Now” delivery you cancel the request more than five minutes after making the request, there will be a fee of $10.00 that will be automatically charged against your payment method designated in your Account. All Pro Now will automatically charge a fee of $19.99 if a scheduled “Book Later” delivery is cancelled within 60 minutes of the scheduled pick-up time. These fees represent a reasonable forecast of All Pro Now’s costs as a result of your request for a cancellation of the delivery (which cost is difficult to predict), and is not a penalty.
4. Disclaimers; Limitation of Liability; Indemnity.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ALL PRO NOW DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT
EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN
ADDITION, ALL PRO NOW MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF
THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. ALL PRO NOW DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
B. LIMITATION OF LIABILITY.
ALL PRO NOW SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST
DATA, LOST OR DAMAGED PROPERTY, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED THERETO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, EVEN IF ALL PRO NOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALL PRO NOW SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (I) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (II) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF ALL PRO NOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ALL PRO NOW SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM ANY CAUSE, INCLUDING THE USE OF THE SERVICES OR BY THIRD PARTY PROVIDER.
ALL PRO NOW SHALL NOT BE LIABLE FOR DAMAGES OCCURRING DURING DELIVERY OF YOUR PROPERTY. YOU ACKNOWLEDGE THAT THIRD PARTY TRANSPORTATION
PROVIDERS PROVIDING TRANSPORTATION SERVICES REQUESTED MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. IN NO EVENT SHALL ALL PRO NOW’S TOTAL
LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE AMOUNT YOU PAID FOR THE SERVICES.
ALL PRO NOW DOES NOT PROVIDE ANY TYPE OF INSURANCE OR SURETY BOND FOR THE SERVICES PROVIDED. ALL PRO NOW’S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE DELIVERIES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT ALL PRO NOW HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY DELIVERIES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.
FOR CONSUMER HOME DELIVERIES, THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 4 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.
You agree to indemnify and hold All Pro Now and its officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) All Pro Now’s use of your User Content; or (iv) your violation of the rights of any third party, including (but not limited to) Third Party Providers.
5. Dispute Resolution.
You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes“) will be settled by binding arbitration between you and All Pro Now, except that each party retains the right to bring an individual action to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and All Pro Now are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and All Pro Now otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
B. Arbitration Rules and Governing Law.
The arbitration will be administered by the American Arbitration Association (“AAA“) in accordance with the Commercial Arbitration Rules (for commercial deliveries) and the Consumer Arbitration Rules (for consumer deliveries) (the “AAA Rules“) then in effect, except as modified by this “Dispute Resolution” section. The AAA Rules are available at www.adr.org/rules or by calling the AAA at 1-800-778-7879. The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
C. Arbitration Process.
A party who desires to initiate arbitration must provide the other party with a written demand for arbitration as specified in the AAA Rules. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Ohio and will be selected by the parties from the AAA’s roster of consumer or commercial dispute arbitrators, as the case may be. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the demand for arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
D. Arbitration Location and Procedure.
Except as otherwise required by applicable law, the arbitration will be conducted in Cuyahoga County, Ohio. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and All Pro Now submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration.
E. Arbitrator’s Decision.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. To the extent permitted by applicable law, the prevailing party in arbitration will be entitled to its reasonable attorney’s fees from the other party.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
Notwithstanding the provisions of the modification-related provisions above, if All Pro Now changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by providing All Pro Now written notice of such rejection by certified mail, email, or hand delivery to: All Pro Now Delivery, LLC, Attn: Matthew Knittle, within 30 days of the date such change became effective, as indicated in the “last update” date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this “Dispute Resolution” section. By rejecting changes, you are agreeing that you will arbitrate any Dispute between you and All Pro Now in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
6. Other Provisions.
A. Choice of Law.
These Terms are governed by and construed in accordance with the laws of the State of Ohio, U.S.A., without giving effect to any conflict of law principles.
B. Claims of Intellectual Property Infringement.
Claims of intellectual property infringement should be sent to All Pro Now Delivery, LLC, Attn: Matthew Knittle.
All Pro Now may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent by certified mail or pre-paid post to your address in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by certified mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to All Pro Now, with such notice deemed given when received by All Pro Now, at any time by certified mail or pre-paid post to All Pro Now Delivery, LLC, Attn: Matthew Knittle.
You may not assign these Terms without All Pro Now’s prior written approval. All Pro Now may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of All Pro Now’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, All Pro Now or any Third-Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. All Pro Now’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by All Pro Now in writing. The terms “you, ” “person, ” and “individual” shall include an individual, person or entity