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Terms & Conditions

1. CONTRACTUAL RELATIONSHIP

These Terms of Use (“Terms“) govern the access or use by you, either as an individual or a business user (“you”), of certain services provided by Rubicon Global Holdings, LLC (“Rubicon”).  The services include a smartphone or other mobile device-based application that allows residential homeowners and employees of small and mid-size businesses to schedule  pick-ups of Waste and Recyclable Materials (as defined in Section 4) by  independent haulers identified by Rubicon (the “Service”). As used in these Terms, “you” refers to you individually and/or the company or other legal entity on behalf of which you are entering into these Terms. If you are using the Services or Application on behalf of a company or other legal entity, you hereby represent and warrant that you are an employee of the company and that you have the legal capacity and authority to bind the company or legal entity to these Terms. Upon any request from Rubicon, you will provide Rubicon with information about the company or legal entity.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. YOU WILL BE DEEMED TO HAVE ACCEPTED THESE TERMS IF YOU DO EITHER OF THE FOLLOWING: (1) DOWNLOAD THE APPLICATION FOR THE SERVICE FROM THE APPLE STORE, GOOGLE PLAY, AMAZON OR ANY OTHER ONLINE APP STORE, OR (2) USE OR ATTEMPT TO USE THE SERVICE.  IF YOU DO NOT AGREE WITH THE THESE TERMS, AND THE CONTRACT FORMED BETWEEN YOU AND RUBICON THROUGH YOUR ACCEPTANCE OF THESE TERMS, DO NOT DOWNLOAD THE APP OR USE THE SERVICE.

Rubicon may change or supplement these Terms (“Updates”).  Rubicon will post all Updates on its website located at http://rubiconglobal.com and amend the “Last Updated” date listed above.  You agree to check this webpage from time to time for Updates. Your continued access or use of the Service after Rubicon posts an Update constitutes your consent to be bound by the Terms, as updated.

Rubicon’s collection and use of personal information in connection with the Service is as provided in Rubicon’s Privacy Policy located at http://onboarding.rubiconglobal.com/#/onboarding/terms-and-conditions.

2. THE SERVICES

The Service constitutes a technology platform that enables individual and business users of Rubicon’s mobile application or website provided as part of the Service (each, an “Application“) to arrange and schedule pick-ups of Waste and Recyclable Materials at the user’s residence or business location with certain third party, independent hauling companies that are (or will be) under contract with Rubicon (“Haulers”).    YOU ACKNOWLEDGE THAT RUBICON ITSELF IS NOT A HAULER AND DOES NOT OWN OR OPERATE HAULING TRUCKS OR OWN ANY LANDFILLS. CONTAINERS ARE DELIVERED ON THE FIRST DAY OF THE START OF SERVICES UNDER THE CONTRACT WITH CUSTOMER, AND DELIVERY FEES MAY APPLY.

3. LICENSE

Subject to your compliance with these Terms, Rubicon grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Application on your personal device solely in connection with your use of the Service; and (ii) access and use any content, information and related materials that may be made available through the Service.  The only rights and licenses you receive in connection with the Service are the rights expressly granted in these Terms.

4. RESTRICTIONS

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Service; (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 Service except as expressly permitted by Rubicon; (iii) decompile, reverse engineer or disassemble the Service except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Service; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Service or unduly burdening or hindering the operation and/or functionality of any aspect of the Service; (vi) attempt to gain unauthorized access to or impair any aspect of the Service or its related systems or networks; or (vii) use the Service to schedule a pickup of Prohibited Materials or in violation of any applicable law, including all Environmental Laws.

5. ENVIRONMENTAL REPRESENTATIONS & WARRANTIES

In using the Service, you warrant to Rubicon that: (i) you are providing only Waste Materials for collection, (ii) you are not providing Prohibited Materials for collection; and (iii) you are and will remain in compliance with all Environmental Laws.  As used in these Terms, the following terms are defined as below:

(1) “Environmental Law” means all applicable federal, state and local laws and regulations and common law concerning solid or hazardous waste, toxic or hazardous substances or materials, pollution, or protection of human health and safety or the environment, including without limitation the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. §2601 et seq.), and the Comprehensive Environmental Response Compensation and Liability Act (42 U.S.C. § 6901 et seq.).

(2) “Medical Waste” means any material or waste that is or potentially may be infectious, biohazardous, biomedical, or any other “medical” or similar waste regulated under any Environmental Laws, including without limitation: medical wastes requiring treatment prior to disposal, “red bag” medical waste, blood-soaked bandages, culture dishes and other glassware, discarded surgical gloves, discarded surgical instruments, discarded needles (e.g., medical sharps), cultures, stocks, swabs used to inoculate cultures, removed body organs, and discarded lancets.  For avoidance of doubt, Medical Waste is a Prohibited Material under these Terms.

(3) “Prohibited Material” means: (a) any Special Waste not expressly approved in writing by Rubicon, and (b) any materials or substances that are hazardous, toxic, explosive, flammable, radioactive, infectious, or which cannot lawfully be disposed of in a “Subtitle D” landfill, including without limitation,  (i) any material considered a “hazardous waste” under the Resource Conservation And Recovery Act (42 U.S.C. § 6901 et seq.), (ii) PCBs, (iii) asbestos, (iv) diesel fuel, gasoline, or other petroleum products or hydrocarbons, (v) Medical Waste, medications or pharmaceuticals, (vi) any other material or substance that is hazardous or toxic, and which would form the basis of any claim, under any Environmental Laws, and (vii) any waste materials contaminated by, mixed with or containing Prohibited Materials.

(4) “Recyclable Material” means approved materials that can be recycled or recovered, and are not intended for disposal, provided further, however, such term specifically excludes Prohibited Materials.

(5) “Special Waste” means used tires, construction and demolition (C&D) materials, and materials recognized as “universal waste” or as “special waste” under Environmental Laws.

(6) “Waste Material” means non-hazardous solid waste and Recyclable Materials, provided further, however, such term specifically excludes Prohibited Materials.

6. THIRD PARTY SERVICES AND CONTENT

The Service may be made available or accessed in connection with third party services and content (including advertising) that Rubicon does not control. You acknowledge that different terms of use and privacy policies may apply to your use of any such third party services and content. Rubicon does not endorse any such third party services or content and in no event shall Rubicon be responsible or liable for any products or services of third party providers, including any independent Hauler identified by Rubicon. Additionally, Apple Inc., Google, Inc., Microsoft Corporation, Amazon or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Service using a version of the Application developed for Apple iOS, Android, Microsoft Windows, an Amazon device or Blackberry-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Service in any manner. Your access to the Service using these devices is subject to terms set forth in the applicable third party beneficiary’s terms of service but those third party’s terms and conditions do not limit Rubicon’s Terms.

7. OWNERSHIP

The Service and all rights associated with it are and shall remain Rubicon’s and Rubicon’s licensors’ property. Neither these Terms nor your use of the Service convey or grant to you any rights: (i) in or related to the Service except for the limited license granted above; or (ii) to use or reference in any manner Rubicon’s company names, logos, product and service names, trademarks or services marks or those of Rubicon’s licensors.

Title to Waste Materials shall, at the time of collection, transfer directly from you to the independent Hauler(s) identified by Rubicon, provided further, that at Rubicon’s option, title to approved Recyclable Materials shall, at the time of collection, pass directly from you to Rubicon.  Notwithstanding anything to the contrary in these Terms, title to and liability for Prohibited Materials shall at all times remain with client, and Rubicon shall not be deemed to own, generate, possess or control any (i) Prohibited Materials, or (ii) Waste Materials for which Rubicon has not expressly accepted title in writing.

8. YOUR USE OF THE SERVICES

A. USER ACCOUNTS

In order to use most aspects of the Service, you must register for and maintain an active user Service account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account, and if entering into these Terms on behalf of a company or other legal entity, are an employee of that company or legal entity and have the authority to bind that company or legal entity. Account registration requires you to submit to Rubicon 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 Service or Rubicon’s termination of these Terms 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 Rubicon in writing, you may only possess one Account.

B. USER REQUIREMENTS AND CONDUCT

You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Service and you may only use the Service for lawful purposes and in accordance with these Terms. In connection with using the Service, you will not cause nuisance, annoyance, inconvenience, or property damage, whether to the Hauler or any other party. In certain instances you may be asked to provide proof of identity to access or use the Service, and you agree that you may be denied access to or use of the Service if you refuse to provide proof of identity.

C. TEXT MESSAGING

By creating an Account, you agree that Rubicon may send you certain messages as to facilitate your use of the Service. You may opt out of receiving these messages from Rubicon at any time by contacting Rubicon at support@RubiconGlobal.com or by changing your settings within the Application. You acknowledge that opting out of receiving these messages may impact your use of the Service.

D. PROMOTIONAL CODES

In its sole discretion, Rubicon may create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Service and/or a Third Party Provider’s services, subject to any additional terms that Rubicon establishes on a per promotional code basis (“Promo Codes”). 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 by Rubicon; (iii) may be disabled by Rubicon at any time for any reason without liability to Rubicon; (iv) may only be used pursuant to the specific terms that Rubicon establishes for the Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Rubicon 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 Rubicon 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

In its sole discretion, Rubicon may permit you from time to time to submit, upload, publish or otherwise make available to Rubicon through the Service textual, audio, and/or visual content and information, including commentary and feedback related to the Service, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to Rubicon, you grant Rubicon 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 that User Content in all formats and distribution channels now known or later devised (including in connection with the Service and Rubicon’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 Rubicon the license to the User Content as set forth above; (ii) you have the authority to grant Rubicon 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 such User Content nor Rubicon’s use of the User Content as permitted in these Terms 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, discriminatory, unlawful, or otherwise offensive, as determined by Rubicon in its sole discretion, whether or not such material may be protected by law. Rubicon may, but shall not be obligated to, review, monitor, or remove User Content, at Rubicon’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 Service. Your mobile network’s data and messaging rates and fees may apply if you access or use the Service from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Service and Application and any updates to them. Rubicon does not guarantee that the Service, or any portion of it, will function on any particular hardware or devices. In addition, the Service may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

9. PAYMENT

A. CHARGES

You understand that use of the Service will result in charges to you for the services you receive from Rubicon and the Hauler (“Charges“). In your Account settings in the Application, you may choose to be charged either (i) as you use the Service or (ii) as a recurring monthly fee.  If you are using the Service on behalf of a company or other legal entity, Rubicon will provide you with further information on how the Services will be charged. If you choose to incur charges as you use the Service, after you have received services through your use of the Service, Rubicon will charge you using your preferred payment method designated in your Account, after which you Rubicon will send you a receipt by email. If you choose to be charged monthly recurring Charges, all Charges will be paid on a monthly basis at the beginning of the month using your preferred payment method designated in your Account, after which Rubicon will send you a receipt by email.  Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by Rubicon. If your primary Account payment method is expired, invalid or otherwise cannot be charged, you agree that Rubicon may use a secondary payment method in your Account, if available. As between you and Rubicon, Rubicon reserves the right to establish, remove and/or revise Charges for any or all services obtained through the use of the Service at any time in Rubicon’s sole discretion. Further, you acknowledge and agree that Charges may increase due to a change in the size of your requested pick up. Rubicon will use commercially reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of the existence or amount of the Charges. Rubicon 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 Service, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Service or the Hauler Charges applied to you. You may elect to cancel your request for services from a Hauler at any time up to 48 hours prior to the Hauler’s estimated arrival time, in which case you may be charged a cancellation fee of $100. This payment structure is intended to fully compensate Rubicon’s Haulers and Rubicon for the services they provide. After you have received services obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback about your assigned Hauler.

B. REFUND POLICY

If for any reason Rubicon cannot provide service to the customer for reasons within Rubicon’s control, Rubicon may reimburse customer the full amount for service that was not provided as customer’s sole remedy.  Refunds will be made to customer in the same manner customer paid for service.  Refunds may take up to 30 days to process.

10. TERM AND TERMINATION FOR INDIVIDUAL USERS

A. TERM

These Terms shall commence on the earlier date of when you download or access the Application or use the Service (“Effective Date”) and will continue until terminated by you or Rubicon as set forth in this Section 10.

B. TERMINATION

You may terminate these Terms by deleting the Application and all copies thereof from your mobile device.  Rubicon may terminate these Terms at any time without notice if we cease to support the Application, which we may do in our sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of these Terms.

C. EFFECT OF TERMINATION

Upon termination of these Terms, (i) all rights granted to you under these Terms will also terminate, (ii) you must cease all use of the Application and delete all copies of the Application from your mobile device, and (iii) all outstanding Charges shall remain due by you to Rubicon. Termination will not limit any of Rubicon’s rights or remedies at law or in equity.

11. TERM AND TERMINATION FOR BUSINESS USERS

A. TERM

These Terms shall commence on the start date (“Start Date”) and continue for a period of three (3) years, after which these Terms will continue on a month-to-month basis unless terminated by either you or Rubicon in the manner provided in this Section 11. The Start Date of these Terms shall be the later of (i) the Effective Date of this Agreement or (ii) the last day of your current Waste Services Contract Term, if any, plus one (1) day. The Effective Date shall be the earlier of the date that you download or access the Application or use the Service.

B. TERMINATION

These Terms may be terminated by you for convenience by giving Rubicon thirty (30) days’ prior written notice of your intent to terminate. Rubicon may terminate these Terms at any time without notice if we cease to support the Application, which we may do in our sole discretion. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of these Terms.

C. EFFECT OF TERMINATION

Upon termination of these Terms, (i) all rights granted to you under these Terms will also terminate, (ii) you must cease all use of the Application and delete all copies of the Application from your mobile device, (iii) all outstanding Charges shall remain due by you to Rubicon, and (iv) in the event of termination of these Terms by you, you must pay Rubicon a cancellation fee (“Cancellation Fee”) in the amount of the price of the services rendered by Rubicon to you in the immediately preceding six (6) months before your notice of termination of convenience. Termination will not limit any of Rubicon’s rights or remedies at law or in equity.

12. LIMITATIONS OF LIABILITY, REMEDIES

A. DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” RUBICON DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, RUBICON 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. RUBICON DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF HAULERS. 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

Rubicon shall not be liable for damages from any cause whatsoever, regardless of the form of action, whether in contract or in tort, including negligence, strict liability or otherwise, arising from or relating in any manner to any action or failure to act on the part of an independent Hauler, except to the extent such damages arise out of Rubicon’s management of such Services hereunder.  Notwithstanding anything to the contrary in this Agreement, Rubicon shall not be liable to Client or any third party in connection with any: (i) Prohibited Materials, or (ii) Waste Materials for which Rubicon has not expressly accepted title in writing.  IN NO EVENT SHALL RUBICON OR CLIENT BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.  In no event shall Rubicon’s aggregate liability arising out of or related to these Terms and the provision of the Services, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, exceed the total amount paid by you to Rubicon pursuant to these Terms in the six (6) months immediately preceding the event giving rise to the claim.

C. INDEMNITY

Notwithstanding anything to the contrary in these Terms, you shall defend, indemnify, release and hold harmless Rubicon and Rubicon’s employees, agents, representatives, current or future parent, subsidiaries, and commonly owned affiliates, including without limitation Rubicon Global Holdings, LLC (collectively, “Rubicon Indemnitees”) from and against any and all liabilities arising from or relating to: (a) a breach of these Terms by you or your employees, subcontractors or suppliers, including without limitation any breach or inaccuracy of any representation, covenant or warranty contained herein; (b) Prohibited Materials of or concerning you; (c) any violation by you or your employees, subcontractors or suppliers of (or liability under) any Environmental Laws or any other governmental laws, rules, ordinances, or regulations; or (d) any bodily injury (including death) or damage to real property or tangible personal property arising out of any negligence or willful misconduct of you or your employees, subcontractors or suppliers.  Client’s indemnity of Rubicon shall survive the termination or expiration of this Agreement.

13. DISPUTE RESOLUTION

A. ARBITRATION

You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity of them or the use of the Service (together, “Disputes”) will be settled by binding arbitration between you and Rubicon, except that each party retains the right to bring an individual action in small claims court and the right 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 Rubicon 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 Rubicon 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 and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med 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 AAA provides a form Demand for Arbitration at www.adr.org/aaa/ShowPDF?doc=ADRSTG_004175 and a separate form for California residents at www.adr.org/aaa/ShowPDF?doc=ADRSTG_015822.) The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of Georgia and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. 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

The arbitration shall take place in Atlanta, Georgia. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Rubicon 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 by 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 damages 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. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Rubicon will not seek, and Rubicon hereby waives all rights Rubicon may have under applicable law to recover, attorneys’ fees and expenses if Rubicon prevails in arbitration.

F. FEES

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Rubicon will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

G. CHANGES

Notwithstanding the provisions of the modification-related provisions above, if Rubicon 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 Rubicon written notice of such rejection by mail or hand delivery to: Rubicon Global Holdings LLC, Michael Heller, General Counsel, Attn: Dispute Resolutions, 5909 Peachtree Dunwoody Rd., Suite 200, Atlanta, GA 30328, or by email from the email address associated with your Account to, within 30 days of the date such change became effective, as indicated in the “Last Updated” 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 Rubicon 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).

14. OTHER PROVISIONS OF THESE TERMS

A. CHOICE OF LAW

These Terms are governed by and construed in accordance with the laws of the State of Georgia, U.S.A., without giving effect to any conflict of law principles.

B. NOTICES

Rubicon may give notice by means of a general notice on the Application, electronic mail to your email address in your Account, or by written communication sent by first class mail or pre-paid post to your address in your Account. Rubicon’s notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Rubicon, with such notice deemed given when received by Rubicon, at any time by first class mail or pre-paid post to Rubicon Global Holdings LLC, 5909 Peachtree Dunwoody Rd., Suite 200, Atlanta, GA 30328, Attn: Michael Heller, General Counsel.

C. GENERAL

You may not assign these Terms without Rubicon’s prior written approval. Rubicon may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Rubicon’s equity, business or assets; (iii) a successor by merger; or (iv) for the benefit of creditors. Any attempted assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Rubicon or any Hauler as a result of this Agreement or use of the Service. If a court finds that any provision of these Terms is invalid or unenforceable, that provision shall be deemed to have been stricken from these Terms and the remaining provisions shall be enforced to the fullest extent under law. Rubicon’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 Rubicon in writing.