1. CONTRACTUAL RELATIONSHIP

These Terms of Use ("Terms") govern the access or use by you, an individual, from within the United States and its territories and possessions of applications, websites, content, products, and services (the "Services") made available in the United States and its territories and possessions by TowNow, Inc and its subsidiaries and affiliates (collectively, "TowNow"). PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. In this Agreement, the words "including" and "include" mean "including, but not limited to."

Your access and use of the Services constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and TowNow. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. TowNow 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 Services. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Services. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

TowNow may amend the Terms related to the Services from time to time. Amendments will be effective upon TowNow's posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service. Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as amended.

2. THE SERVICES

The Services constitute a technology platform that enables users of TowNow's mobile applications or websites provided as part of the Services (each, an "Application") to arrange and schedule moving and/or logistics services with third party providers of such services, including independent third-party moving providers and third party logistics providers under agreement with TowNow or certain of TowNow's subsidiaries ("Third Party Providers"). Unless otherwise agreed by TowNow in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use.

YOU ACKNOWLEDGE THAT TOWNOW DOES NOT PROVIDE MOVING OR LOGISTICS SERVICES OR FUNCTION AS A MOVING CARRIER. TOWNOW'S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE MOVING OR LOGISTICS SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT TOWNOW HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY MOVING OR LOGISTICS PROVIDED TO YOU BY THIRD PARTY PROVIDERS THROUGH THE USE OF THE SERVICES OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

TOWNOW DOES NOT GUARANTEE THE SUITABILITY, SAFETY OR ABILITY OF THIRD-PARTY PROVIDERS. IT IS SOLELY YOUR RESPONSIBILITY TO DETERMINE IF A THIRD-PARTY PROVIDER WILL MEET YOUR NEEDS AND EXPECTATIONS. TOWNOW WILL NOT PARTICIPATE IN DISPUTES BETWEEN YOU AND A THIRD-PARTY PROVIDER. BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU MAY BE EXPOSED TO SITUATIONS INVOLVING THIRD PARTY PROVIDERS THAT ARE POTENTIALLY UNSAFE, OFFENSIVE, HARMFUL TO MINORS, OR OTHERWISE OBJECTIONABLE, AND THAT USE OF THIRD-PARTY PROVIDERS ARRANGED OR SCHEDULED USING THE SERVICES IS AT YOUR OWN RISK AND JUDGMENT. TOWNOW SHALL NOT HAVE ANY LIABILITY ARISING FROM OR IN ANY WAY RELATED TO YOUR TRANSACTIONS OR RELATIONSHIP WITH THIRD PARTY PROVIDERS.

LICENSE

Subject to your compliance with these Terms, TowNow 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 personal, noncommercial use. Any rights not expressly granted herein are reserved by TowNow and TowNow's licensors.

RESTRICTIONS

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 by TowNow; (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 its related systems or networks.

THIRD-PARTY SERVICES AND CONTENT

The Services may be made available or accessed in connection with third-party services and content (including advertising) that TowNow does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third-party services and content. TowNow does not endorse such third-party services and content and in no event shall TowNow be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, 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 Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third-party beneficiary's terms of service.

OWNERSHIP

The Services and all rights therein are and shall remain TowNow's property or the property of TowNow'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 TowNow's company names, logos, product and service names, trademarks, or services marks or those of TowNow's licensor.

3. YOUR USE OF THE SERVICES

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, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to TowNow certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid credit card. 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 credit card on file, may result in your inability to access and use the Services or TowNow's termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and, as such, you agree to always maintain the security and secrecy of your Account username and password. Unless otherwise permitted by TowNow in writing, you may only possess one Account.

USER REQUIREMENTS AND CONDUCT

The Service is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive moving or logistics services from Third Party Providers unless they are accompanied by you. 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 Services, and you may only use the Services for lawful purposes (e.g., no transport of 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 party. In certain instances, TowNow may require you to provide proof of identity to access or use the Services, and you agree that you may be denied access or use of the Services if you refuse to provide proof of identity.

The TowNow app was designed for on-demand hauling and moving of your items, not for you personally. Any driver who transports a user during the transaction, is doing so completely under their own personal insurance and liability. This is not a service that TowNow provides. This breaches your agreement with TowNow. Please use your best judgment and proceed with caution before getting in the vehicle with another person.

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 acknowledge that opting out of receiving text (SMS) messages may impact your use of the Services.

PROMOTIONAL CODES

TowNow may, in TowNow's sole discretion, create promotional codes that may be redeemed for Account credit or other features, or benefits related to a Third Party Provider's services, subject to terms that TowNow establish 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, unless expressly permitted by TowNow; (iii) may be disabled by TowNow at any time for any reason without liability to TowNow; (iv) may only be used pursuant to the specific terms that TowNow establish for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. TowNow reserves the right to withhold or deduct credits or other features or benefits obtained using Promo Codes by you or any other user in the event that TowNow 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.

USER PROVIDED CONTENT

TowNow may, in TowNow's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to TowNow 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. However, by providing User Content to TowNow, you grant TowNow 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 such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and TowNow'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 TowNow 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 TowNow'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, unlawful, or otherwise offensive, as determined by TowNow in its sole discretion, whether or not such material may be protected by law. TowNow may, but shall not be obligated to, review, monitor, or remove User Content, at TowNow's sole discretion and at any time and for any reason, without notice to you.

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 and Applications and any updates thereto. TowNow does not guarantee that the Services, or any portion thereof, will function on any hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

4. PAYMENT

You understand that use of the Services may result in payments by you for the services you receive from a Third-Party Provider ("Charges"). After you have received services obtained through your use of the Service, TowNow will facilitate payment of the applicable Charges on behalf of the Third-Party Provider, as such Third-Party Provider's limited payment collection agent, using the preferred payment method designated in your Account, and will send you a receipt by email. 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 TowNow. You retain the right to request lower Charges from a Third-Party Provider for services received by you from such Third-Party Provider at the time you receive such services. TowNow will respond accordingly to any request from a Third-Party Provider to modify the Charges for a particular service.

All Charges are due immediately and payment will be facilitated by TowNow using the preferred payment method designated in your Account. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that TowNow may, as the Third-Party Provider's limited payment collection agent, use a secondary payment method in your Account, if available.

TowNow reserves the right to establish, remove and/or revise Charges for any or all aspects of the Services at any time in TowNow's sole discretion. Further, you acknowledge and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand of the Services. TowNow will use 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 such Charges or the amounts thereof. TowNow may from time to time provide certain users with promotional offers and discounts that may result in different Charges for the same or similar 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 applied to you. You may elect to cancel your request for Services 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.

This payment structure is intended to fully compensate the Third-Party Provider for the services provided. TowNow does not designate any portion of your payment as a tip or gratuity 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 obtained through the Service, you are under no obligation to do so. Gratuities are voluntary. After you have received services obtained through the Service, you will have the opportunity to rate your experience and leave additional feedback about your Third-Party Provider. In the event you feel unwelcome pressure to provide a gratuity, you may factor that experience into the rating or additional feedback you give.

DAMAGES

If an item or something that belongs to you is damaged during the extent of a TowNow request, TowNow is in no way responsible or accountable for covering those damages. However, you can submit a claim to Hello@TowNow.io and it can go through the claims process. The claims process may include communication with the Moving Provider in order to settle any disputes.

5. DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNITY

DISCLAIMER

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TOWNOW 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, TOWNOW MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY GOODS OR SERVICES OBTAINED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY THIRD-PARTY GOOD OR SERVICES OBTAINED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

THIS DISCLAIMER DOES NOT ALTER YOUR RIGHTS AS A CONSUMER TO THE EXTENT NOT PERMITTED UNDER THE LAW IN THE JURISDICTION OF YOUR PLACE OF RESIDENCE.

LIMITATION OF LIABILITY

TOWNOW SHALL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE, EVEN IF TOWNOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TOWNOW SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES INCURRED BY YOU 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 TOWNOW HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TOWNOW SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND TOWNOW'S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD PARTY MOVING PROVIDERS PROVIDING MOVING SERVICES REQUESTED THROUGH TOWNOW MAY OFFER PEER-TO-PEER MOVING SERVICES AND MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. IN NO EVENT SHALL TOWNOW'S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED U.S. DOLLARS (US $500).

THESE LIMITATIONS DO NOT PURPORT TO LIMIT LIABILITY THAT CANNOT BE EXCLUDED UNDER THE LAW IN THE JURISDICTION OF YOUR PLACE OF RESIDENCE.

INDEMNITY

You agree to indemnify and hold TowNow 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; (ii) your breach or violation of any of these Terms; (iii) TowNow's use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.

6. DISPUTE RESOLUTION

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 thereof or the use of the Services (collectively, "Disputes") will be settled by binding arbitration between you and TowNow, 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 TowNow 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 TowNow 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.

 

ARBITRATION LOCATION AND PROCEDURE

Unless you and TowNow otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and TowNow 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.

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. TowNow will not seek, and hereby waives all rights TowNow may have under applicable law to recover, attorneys' fees and expenses if TowNow prevail in arbitration.

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, TowNow 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)).

CHANGES

Notwithstanding the provisions of the modification-related provisions above, if Company 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 TowNow written notice of such rejection by mail or hand delivery to: (please email Hello@TowNow.io to obtain the address, or by email from the email address associated with your Account to: support@TowNow.com, 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 TowNow 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).

7. OTHER PROVISIONS

CHOICE OF LAW

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

CLAIMS OF COPYRIGHT INFRINGEMENT

Claims of copyright infringement should be sent to TowNow's designated agent, please email Hello@TowNow.io for more information.

NOTICE

The Company 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 first class 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 first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to TowNow, with such notice deemed given when received by TowNow, at any time by first class mail or pre-paid post. Please email Hello@TowNow.io to get the address information.

GENERAL

You may not assign these Terms without TowNow's prior written approval. TowNow may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of TowNow'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, TowNow 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 fully enforced under law. Our 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 TowNow in writing.

Your privacy is very important to us. Accordingly, we have developed this Policy for you to understand how we collect, use, communicate and disclose and make use of personal information. The following outlines our privacy policy.

·         Before or at the time of collecting personal information, we will identify the purposes for which information is being collected.

·         We will collect and use of personal information solely with the objective of fulfilling those purposes specified by us and for other compatible purposes, unless we obtain the consent of the individual concerned or as required by law.

·         We will only retain personal information if necessary for the fulfillment of those purposes.

·         We will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned.

·         Personal data should be relevant to the purposes for which it is to be used, and, to the extent necessary for those purposes, should be accurate, complete, and up to date.

·         We will protect personal information by reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.

·         We will make readily available to customers information about our policies and practices relating to the management of personal information.

We are committed to conducting our business in accordance with these principles to ensure that the confidentiality of personal information is protected and maintained.