January. 3rd, 2024
This document, known as the “Agreement,” establishes a binding legal relationship between you and Huespace, Inc. (d.b.a. “Aroom,” “we,” “us,” or “our”) when you use the Aroom application, website, and technology platform (collectively, the “Aroom Platform”), and services accessed through the Aroom Platform or arranged by Aroom’s customer service or operations teams.
By agreeing to this Agreement, you fully understand and accept its terms. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU SHOULD NOT ACCESS OR USE THE Aroom PLATFORM OR ANY RELATED SERVICES. YOUR USE OF THE Aroom PLATFORM OR SERVICES, ARRANGED BY OR THROUGH AROOM, SIGNIFIES YOUR AGREEMENT TO THESE TERMS.
IMPORTANT NOTICE: THIS AGREEMENT (at Section 12.11) CONTAINS BINDING ARBITRATION PROVISIONS REQUIRING YOU TO RESOLVE ANY DISPUTES WITH Aroom THROUGH INDIVIDUAL ARBITRATION, AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.
1. The Aroom Platform
The Aroom Platform connects individuals or businesses wishing to transport goods (“Senders”) with independent entities and individuals providing delivery services (“Carriers” and “Drivers”, together known as “Deliverers”). Both Senders and Deliverers, collectively referred to as “Users,” must create accounts, binding them to this Agreement. The courier services provided by Deliverers, either directly through the Platform or via third-party services integrated by Aroom (e.g., Lyft Inc.), are collectively termed “Services.” By creating a User account, you agree to receive Services through the Aroom Platform, including those via third-party platforms integrated by Aroom, and you adhere to their respective Terms of Service. Each User decides independently to offer or accept Services. Aroom operates as a logistics manage, not a direct provider of transportation or delivery services.
2. Modification to the Agreement; Assignment and Third Party Beneficiaries
Aroom may change this Agreement and its related policies at any time. These changes are binding upon your acceptance. Continued use of the Aroom Platform or Services after updates are made public signifies your acceptance of these changes. Regularly reviewing Aroom’s website and user applications for updates is your responsibility.
You cannot assign this Agreement without Aroom's explicit written consent.
3. Eligibility
Only those who can legally form contracts under applicable law may use the Aroom Platform and Services. The platform is unavailable to minors (under 18 years) or users with deactivated accounts. By using Aroom, you confirm that you have the legal right and ability to comply with this Agreement and are at least 18 years old. Your account is for your use only and should not be shared.
4. Communications
As a User, you consent to receive communications from us, including emails, texts, calls, and push notifications, which may be automated. These communications can include operational updates, platform features, promotional information, and industry news. Standard text messaging rates may apply.
5. Intellectual Property
Aroom owns all intellectual property rights in the Aroom Platform. This includes database rights, copyrights, design rights, trademarks, and the right to protect the same globally. All other brands and logos on the Platform belong to their respective owners. Subject to this, Aroom grants Users a limited, revocable, non-transferable, non-sublicensable, and non-exclusive license to use the Platform during this Agreement, which can be revoked anytime and terminates with this Agreement. Users also grant Aroom a perpetual, non-revocable, and non-exclusive license to use any intellectual property included in their Platform content.
6. Disclaimers
Disclaimers from Aroom, its affiliates, subsidiaries, and others include: The Aroom Platform is provided “as is” without any warranty. We do not guarantee specific results from using the Platform or Services. We specifically disclaim implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. We do not assure the accuracy, reliability, or error-free operation of the Platform or Services. Aroom is not liable for unauthorized account use. You are responsible for maintaining the confidentiality of your account. We disclaim liability for actions of other users and reserve the right to remove materials from the Platform. Aroom is not responsible for data plan fees.
You agree to defend, indemnify, and hold Aroom harmless from any claims, losses, liabilities, and expenses (including legal fees) related to your use of the Aroom Platform and Services. This includes breaches of any agreements or policies, legal violations, intellectual property infringement, and activities related to the Services. This indemnification applies regardless of any party’s negligence.
8. Limitation of Liability
AROOM, INCLUDING ITS AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS, AND ASSIGNS, ALONG WITH THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (REFERRED TO COLLECTIVELY AS “AROOM” IN THIS SECTION), WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES. THIS INCLUDES DAMAGES FOR LOSS OF DATA, PROGRAMS, OR INFORMATION, SERVICE INTERRUPTIONS, OR THE COST OF SUBSTITUTE SERVICES ARISING FROM THE USE OF THE Aroom PLATFORM, THE SERVICES, OR THIS AGREEMENT, REGARDLESS OF THE CAUSE, INCLUDING NEGLIGENCE. Aroom IS NOT RESPONSIBLE FOR ANY DAMAGES ARISING FROM YOUR USE OF THIRD-PARTY SERVICES THROUGH THE PLATFORM. YOU ACKNOWLEDGE THE RISK OF COVID-19 EXPOSURE FROM A DELIVERER DURING SERVICE DELIVERY. CERTAIN JURISDICTIONS MAY NOT PERMIT SOME EXCLUSIONS OR LIMITATIONS OF LIABILITY; IN THESE JURISDICTIONS, Aroom’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
9. Term and Termination
This Agreement starts when you create a User account or use Aroom’s Services and can be terminated: a) by you without reason with a seven-day notice to Aroom; b) by Aroom immediately if a Deliverer's agreement is terminated per its terms; or c) by either party without notice for the other's material breach. Post-termination, you cannot use the Platform or Services unless you re-enter the Agreement, subject to Aroom’s approval. If you use the Platform or Services after termination, it implies re-acceptance of this Agreement. Aroom reserves the right to refuse access post-termination.
Aroom can also immediately terminate this Agreement or deactivate your account if: (1) you're disqualified from providing or accepting Services by law or regulation; (2) Aroom believes it necessary for safety; or (3) a Carrier or Driver fails to adhere to Community Guidelines or their respective agreements. If the issue leading to deactivation is resolved, the Agreement and account remain intact.
Sections 6, 7, 8, 9, 10, and 12.6 to 12.11, along with 13.2 and 13.3, survive termination, as do any terms necessary to make them effective. Aroom may retain User information for three years post-termination for legal compliance.
10. Confidentiality and Personal Information
You agree to keep Aroom's proprietary and confidential information, including User data (“Confidential Information”), private and use it only for purposes related to the Agreement. You must protect Confidential Information from public disclosure.
Aroom will handle Personal Information in your behalf responsibly, not using, retaining, or disclosing it except as stated in this Agreement or as necessary for the Platform or Services. However, disclaimers in this Agreement fully apply to Personal Information handling.
11. Choice of Law and Severability
Except for Section 12.11, Delaware law governs this Agreement. If any provision is invalid or unenforceable, the rest of the Agreement remains in effect, interpreted to best achieve the original intent.
12. Terms for Senders
Aroom provides a platform for Senders to obtain third-party Deliverers’ transportation services. As a Sender, you agree these Terms govern all Shipments and Services. “Shipment” refers to all cargo under one bill of lading or dispatch, which may be transported by any means chosen by the Deliverer. Liability for Shipments is limited.
As a Sender, you ensure authorization to arrange transportation, provide accurate Shipment information, ensure proper packaging and labeling, and agree to pay Aroom's Charges. Charges include service payments, fees, taxes, and other agreed costs. Pricing may vary and is determined by Aroom. You’re responsible for all Charges incurred under your account.
12.1. Fees
Shipping Fees. Aroom quotes a base fee based on your Shipment details. Additional services or changes may affect the final fee. Aroom reserves the right to modify fees.
Aroom’s Service Fee. Aroom may charge a Service Fee per Shipment, which could be included in the quoted rate. Cancellation and damage fees may also apply.
Other Charges. Additional fees for tolls, taxes, and processing may apply. Aroom collects applicable taxes where required.
Tips. You may tip Deliverers through the Aroom app, which they receive in full.
Payment Processing. Charges are collected via third-party services (e.g., Stripe, PayPal). Aroom is not liable for their actions. Payments are due upon Service completion, unless otherwise agreed.
No Refunds. All Charges are non-refundable, except at Aroom’s discretion. Credits or discounts, if provided, are non-transferable unless Aroom agrees.
Credit Card Authorization. Aroom may authorize your payment method to verify it, ensure coverage for the Shipment, and prevent fraud. Authorizations may affect your available credit.
12.2. International Border Crossing
For international Shipments, Aroom acts as an intermediary, not a customs broker or transporter. Aroom may assist in documentation and customs processes but is not responsible for import/export compliance. Aroom is not liable for cargo loss or damage in international Shipments, particularly to and from Mexico or Canada.
12.3. Special and Unacceptable Shipments
Special Shipments. You’re responsible for determining if your Shipment requires special Deliverer qualifications, notifying Aroom and the Deliverer, and ensuring proper packaging and labeling. Special Shipments include HAZMAT, oversized vehicles, heavy lifting, or special equipment.
Hazardous Materials. You must ensure HAZMAT compliance and inform Aroom about the nature and quantity of such materials. Your indemnification covers liabilities related to HAZMAT, including cleanup costs.
Unacceptable Shipments. Shipments are unacceptable if they don’t meet customs regulations, contain prohibited items, or are inadequately packaged. This includes tobacco, alcohol, hemp, vaping products, or temperature-sensitive items.
12.4. Deliveries and Undeliverables
If a Shipment is unacceptable, undeliverable, or refused, Deliverers will try to return it to you at your cost. Otherwise, it may be disposed of or sold, with proceeds covering Service expenses. Destroyed Shipments cannot be reclaimed.
12.5. Inspection
Deliverers may inspect Shipments for safety, security, customs compliance, or to verify your adherence to this Agreement.
12.6. Claims
Claims related to Services or Shipments must be filed within 30 days of acceptance. Only one claim per Shipment is allowed, and its settlement is final.
12.7. Circumstances Beyond Aroom’s Control
Aroom and Deliverers are not liable for loss or damage due to uncontrollable circumstances, including natural disasters, legal changes, or transport disruptions. Aroom is not responsible for Deliverers’ legal compliance.
12.8. Sender Warranties and Indemnities
As a Sender, you guarantee accurate Shipment information, legal compliance, secure packaging, and authority to arrange transportation. You will indemnify Aroom and Deliverers against liabilities arising from your breaches, Sender-supplied information, or compliance failures.
12.9. Routing
Deliverers may reroute Shipments as they deem necessary.
12.10. Dispute Resolution and Arbitration Agreement
SENDERS AND AROOM AGREE TO ARBITRATE DISPUTES INDIVIDUALLY, WAIVING COURT TRIALS AND CLASS ACTIONS. This Arbitration Agreement is governed by the Federal Arbitration Act and survives the Agreement’s termination.
12.11. Non-Solicitation of Deliverers, Employees, and Contractors
For six months post-Agreement, you can’t hire or contract Aroom’s Deliverers or employees without Aroom’s involvement, except by paying a $9000 Finder’s Fee for Deliverers.
Carriers and Drivers must enter separate agreements with Aroom before accessing the Platform or performing Services. These agreements take precedence over conflicting terms in this Agreement.
13.1. Payment
Deliverers receive payment through Aroom’s systems. You must provide bank information for payments. Aroom sets Charges, which you agree to accept. Aroom may adjust fees and withhold payments under certain conditions.
13.2. Deliverer Representations and Agreements
Deliverers agree to respect Community Guidelines, confidentiality, safety standards, and substance use policies. Deliverers confirm they are qualified and insured for their Services.
13.3. Relationship with Aroom
Deliverers are independent contractors, not employees or partners of Aroom. They maintain autonomy over their work and are not restricted from other activities.
13.4 Own Equipment; Operating Costs
Deliverers provide their own equipment and cover all operational costs. Aroom offers no equipment but provides Platform access.
13.5 Non-Circumvention
Deliverers agree not to bypass Aroom for payment or Service arrangements.