1.1. QUp World Inc., the company registered at 9321 NE Helmsman Ct. Bainbridge Island, Washington, 98110 (hereinafter referred to as the “Company”) hereby offers to use one of the Service available at https://www.QUpworld.com/ (hereinafter referred to as the “Site”) and further described in clause 2 hereof (hereinafter referred to as the “Service”) to an Internet Client (hereinafter referred to as the “Client”) under the terms and conditions described herein. This Agreement shall come into force and become legally binding for the Company and the Client (hereinafter referred to as the “Parties”) at the moment when the Client first time starts to use the Service.
1.2. When starting to use the Service, the Client shall be deemed to have accepted the terms of this Agreement without any reservations, exceptions or limitations not contained herein. In case of the Client’s disagreement with any provision of this Agreement, the Client shall not use the Service.
1.3. The Company reserves the right to change or modify this Agreement at any time and in its sole discretion and with no prior notice. A new version of this Agreement shall come into effect when posted on the Site. By continuing to use the Service, the Client confirms his acceptance of the revised Agreement. The Company encourages the Clients to review the Agreement frequently to ensure that the Client understands the terms and conditions that apply when he uses the Service. If the Client does not agree to the revised Agreement, the Client may not use the Service.
2 Description of Service
2.1. The Service allow the Client to search for private transportation service providers using the list of the partner organizations (hereinafter referred to as the “Carriers”) which have entered into separate agreements with the Company.
2.2. The Client acknowledges and agrees that:
2.2.1. The Client’s ability to obtain transportation Service through the use of the Service. When the Client finds a Carrier and accepts its terms including the specific Booking (hereinafter referred to as the “Booking”) and the quoted price payable for it (hereinafter referred to as the “Quoted Price”), he/she shall enter into a paid transportation contract with the Company.
2.2.2. Due to the nature of the Service provided under this Agreement, The Company bears no responsibility for any losses including the loss of gains and physical losses and damages in any way determined by the use of the Service.
2.2.3. The Service, the software used for the provision of the Service and other content of the Site through which the Service are available (including but not limited to the Company logo and other relevant intellectual property and registered trademarks) are protected by the Company’s or third parties’ intellectual property rights. The Client is hereby granted a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the respective intellectual property solely in connection with his/her use of the Service; and (ii) access and use any content, information and related materials that may be made available through the Service, in each case solely for the Client’s personal, non-commercial use. Any rights not expressly granted herein are reserved by the Company.
2.2.4. There may exist certain technical limitations and restrictions on the Service, which can lead to the inaccessibility of the Service or delays in the transmission of communication at a particular time due to some reasons beyond the Company’s control.
2.2.5. The Client enters into this Agreement at its sole risk and that the Service and any information provided to the Client are provided “as is” and “as available”.
2.2.6. The relations between the Client and the Company fall exclusively within the Agreement contained herein. Nothing shall be presumed to indicate that the Company and the Client have entered into or have agreed to enter into any other contract or have any rights and obligations before each other within any other agreement.
3 Payment of Quoted Price
3.1. After finding a Carrier and entering into the Transportation Contract with the Company through the Service as stipulated herein, the Company will charge the Client the Quoted Price in total as a prepayment 5 days prior to the Pick-up time via one of the payment options offered by the Company, which the Company shall further transmit to the Carrier subject to the terms and conditions of a separate agreement between the Company and the Carrier.
3.2. All transfer fees levied by the sending bank and any charges applied by intermediary banks will be charged to the receiver of the transfer submitted by the sender.
3.3. The Client agrees that the Quoted Price, with any charges, may be debited from the Client’s bank/card account in other currency than one previously selected if the payment in a specific currency and/or the mandatory currency conversion are stipulated by the bank and/or payment Service effecting the payment.
3.4. Unless otherwise specified, the Quoted Price includes all road tolls, other taxes, parking fees, Complimentary waiting time and unsocial hours (public holidays, weekends, evenings).
3.5. Unless this Agreement provides otherwise: (A) all payments made by a Client under this Agreement shall be made gross, free of right of counterclaim or set off and without deduction or withholding of any kind other than any deductions or withholding required by law; if a Client makes a deduction or withholding required by law from any payment, the sum due shall be increased to the extent necessary to ensure that, after the making of any such deduction or withholding, the Company receives a sum equal to the sum it would have received had no deduction or withholding been made;(B) all payments made by the Company (whether as a refund to the Client or on another basis) shall be deemed to be inclusive of all taxes that may be payable by the Client in connection with the payment, and the payment of such taxes are the Client’s sole responsibility. Under no circumstances shall the Company have an obligation to deduct or withhold any tax when making any payment to the Client.
4 Client Cancellation of Booking and Refund Policy
4.1. The Client may unilaterally cancel a fully paid booking from the Client management dashboard https://dmc.qupworld.com/ . In case the Client ordered multiple bookings, the Client is granted the right to cancel such booking in respect to one of the ordered directions while meeting the terms and conditions of the cancellation specified hereunder.
4.2. There is no cancellation fee paid to the Company for cancellations occurring before 5 days or more prior to the Pick-up time.
4.3. Based on the time the Cancellation occurs, the Company undertakes to return to the Client the paid Quoted price in the following manner:
4.4. In all other cases the Company bears no obligation to return the funds to the Client.
4.5. No payment return is allowed in case the passenger(s) on whose behalf the Client placed an order does not show up (No Show) at an agreed Pick-up location at the Pick-up time within complimentary waiting period.
A complimentary waiting period is 60 (sixty) minutes for airport pickup transfer and 15 (fifteen) minutes for other transfers. Waiting time at airports will start from the actual flight landing time. The customer have to pay extra waiting fee after complimentary waiting period. QUp further reserves the right to charge for delay and/or improper performance of transfer by the Client. QUp, at its discretion, may substitute driver and/or vehicle in the event of a delayed flight being greater than 1.5 hours.
4.6. The Company transfers the refund to the Client at the time the event is recorded in the Service. In case this is provided for in the terms of the bank and/or the payment Service through which the payment of the Quoted Price was made, the funds to be transferred to the Client in accordance with clause 4.3 of the Agreement can be charged from the Company’s account in the currency in which they were debited from the Client’s account and wired to the Client’s card or/and bank account in the currency of the account through the conversion procedure.
5 Carrier Cancellation of Booking, Refund and Compensation Policy
5.1. The Carrier may unilaterally cancel a fully paid booking. Based on the time of Cancellation occurs, the Company undertakes to return to the Client the paid Quoted price in the following manner:
5.2. The Company undertakes to return the Client 100% sum of the Quoted price in case the Carrier does not show up (No Show) at an agreed pick-up location at the pick- up time within complimentary waiting period. In case of a Carrier No Show Event, the Client shall immediately notify the Company and take steps to record the fact of a No Show to confirm the fact of this occurrence.
5.3. The Company will transfer refunds to the Client at the time the event is recorded in the Service. In case this is provided for in the terms of the bank and/or the payment Service through which the payment of the Transportation Price was made, the funds to be transferred to the Client in accordance with clause 5.1.; 5.2. of the Agreement can be charged from the Company’s account in the currency in which they were debited from the Client’s account and wired to the Client’s card or/and bank account in the currency of the account through the conversion procedure.
5.4. In addition to the Quoted Price refund, based on the time the Event occurs, the Company also undertakes to pay compensation transferred to the Client in the following proportions:
5.5. There is no compensation paid to the Client for cancellations occurring before 5 days or more prior to the Pick-up time.
5.5 By the end of the month following the reporting one, the Company will transfer the compensation to the Client, reduced by the transfer fee levied by the sending bank and any charges applied by intermediary banks.
6 Client’s Representations and Warranties
6.1. The Client represents and warrants at all times that the Client continues to use the Service that:(A) the Client has legal capacity under the laws of all applicable jurisdictions and agrees to this Agreement voluntarily, and that the Client has full power, authority and capacity to comply with this Agreement and his obligations contained herein;(B) the Client’s compliance with this Agreement is lawful and his obligations hereunder are legally binding and valid;(C) the Client has carefully and thoroughly read and understood this Agreement;(D) the Client is and has always been compliant with this Agreement;(E) in entering into this Agreement the Client has not relied on any representation, warranty, statement, undertaking or conduct of any kind other than as expressly provided in this Agreement;(F) all information provided by the Client is true, complete, valid and not misleading in any respect, and it acknowledges and agrees that the Company enters into this Agreement with him in reliance on the representations and warranties set out in this clause.
7 Client’s Ongoing Obligations
7.1. The Client shall:
7.1.1. Regularly monitor and review any announcements connected with the Service made on the Site;
7.1.2. Purchase and use the Service only for the purposes and in the manner expressly permitted by this Agreement;
7.1.3. Notify the Company immediately if any of the representations and warranties made under this Agreement becomes untrue, incomplete, invalid or misleading in any respect;
7.1.4. Not engage in any activity that interferes with or disrupts the Service in any way
7.1.5. Keep, and be fully responsible for keeping, the information required to access its Client Account (including the password) confidential, secure, intact and under control at all times
7.1.6. Not remove any copyright, trademark or other proprietary notices from any portion of the Service
7.1.7. Not 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 the Company
7.1.8. Not modify, reverse engineer, decompile, decode or recover the initial code for the Service totally or partly except as may be permitted by applicable law
7.1.9. Not link to, mirror or frame any portion of the Service
7.1.10. Not 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
7.1.11. Not attempt to gain unauthorized access to or impair any aspect of the Service or its related Services or networks
7.1.12. Not use or reference in any manner the Company's names, logos, product and service names, trademarks or Service marks
7.1.13. Not otherwise infringe the Company’s intellectual property rights concerning the Service, the software and any other content of the Site through which the Client accesses the Service
7.1.14. Observe all applicable laws and regulations (including tax laws and regulations) in such manner that will, to the best of its knowledge and belief, result in compliance by it and the Company in any jurisdiction in which it directly or indirectly uses the Service
7.1.15. Provide promptly such evidence of its compliance with this Agreement as the Company may at any time reasonably require.
8 Exclusion of Representations and Warranties by the Company
8.1. The Client hereby accepts that, to the fullest extent permitted by law:
8.1.1. No warranty is given in respect of the Service or any information provided to the Client
8.1.2. The Company expressly disclaims all warranties and conditions of any kind, whether express or implied, including:(i) any implied warranties of merchantability, fitness for a particular purpose or non-infringement;(ii) any warranties as to the timeliness, reliability, suitability, sequence, accuracy, adequacy, consistency or completeness of any information provided to the Client at any time or from time to time;(iii) any warranties that the access to the Service provided hereunder will be uninterrupted, timely or free from error.
9 Limitations of the Company’s Liability
9.1. To the fullest extent permitted by law, the Company expressly disclaims all liability for any loss whatsoever, and howsoever caused, incurred or suffered by you or anyone else, and including any loss arising from or in connection with:
9.1.1. Any inaccuracy, incompleteness or delay in any information provided to the Client
9.1.2. Any transaction failure which may occur when the Client seeks to make payment
9.1.3. A any malfunction, instability, or another breakdown of any software used by the Company for the provision of the Service
9.1.4. Any disclosure, loss, theft, destruction or inaccessibility of the Client’s account, password or other data (including the Client’s or any other person’s failure to keep these secure, safe and confidential)
9.1.5. Termination of this Agreement at any time and for any reason
9.1.6. Any failure of the Service to be used in any specific way or to meet any specific purpose or requirements
9.1.7. Any war, riots, acts of God, restraints imposed by any governmental or semi-governmental or regulatory authority, industrial or trade disputes, fires, explosions, storms, typhoons, floods, lightning, earthquakes and natural calamities.
9.2. The Company shall have no liability, however arising, for any indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, lost data, personal injury or property damage arising out of or in connection with the provision of the Service hereunder, or otherwise related to its subject matter, regardless of the negligence (either active, affirmative, sole, or concurrent) of the Company, even if the Company has been advised of the possibility of such damages.
9.3. The Company shall not be liable for any damages, liability or losses arising out of:(A) the Client’s use of or reliance on the Service or the Client’s inability to access or use the Service; or(B) any transaction or relationship between the Client and any Carrier, even if the Company has been advised of the possibility of such damages. The Company shall not be liable for delay or failure in performance resulting from causes beyond the Company’s reasonable control. The Client acknowledges that some Carriers may offer ridesharing or peer-to-peer transportation Service and may not be professionally licensed or permitted.
9.4. The Company’s aggregate liability to the Client for any claims for damages (whether under contract, tort, warranty, or other law) resulting from, arising out of, or in connection with this Agreement, or otherwise related to its subject matter, will under no circumstances exceed the Transfer Price paid by the Client to the Company in connection with the relevant Transfer.
10.1. The Client indemnifies the Company against, and agrees to reimburse and compensate the Company for, any liability or loss arising from (and any costs incurred in connection therewith):(A) any breach of this Agreement;(B) the Company exercising, enforcing or preserving its rights, powers or remedies (or considering doing so) with respect to the Client in connection with this Agreement;(C) infringement of any Company’s or third parties’ intellectual property rights or other laws in connection with the Client’s use of the Service and the Site and its contents. It is not necessary for expense to be incurred before the indemnity in this clause operates.
11.1. The Client agrees to receive advertising messages from the Company. The Client has a right to decline receiving advertising messages by using the relevant functionality of the Service, as part of which or in connection with which the Client received such messages.
11.2. The Company shall collect and process only those personal data of the Client which are required to be processed for the use of the Service or necessary to provide the Service.
11.3. The Client hereby gives his consent on processing and collection of his personal data to the extent and for the purposes specified in this Agreement.
11.4. The Company shall take all necessary and sufficient organizational and technical measures to protect the Client’s personal data from illegal or accidental access, destruction, alteration, blocking, copying, or distribution, as well as from other illegal actions with such data by third parties.
11.5. In order to work more efficiently the Site uses cookie files. By starting to use the Service, the Client agrees to the use of cookie files.
11.6. With regards to the personal data protection the Company follows the legislation State of Washington
11.7. Assignment and Novation: The Company may assign, transfer, novate or otherwise deal in any manner, all or any part of the benefit of this Agreement and any of its rights, remedies, powers, duties and obligations under this Agreement to any person, without the Client’s consent and in any way the Company considers appropriate.
11.8. The Client agrees that it may not claim against any assignee, transferee or any other person who has an interest in this Agreement, any right of set off or other rights that the Client has against the Company.
12 Term and Termination
12.1. The Agreement can be terminated by any party upon condition that all financial obligations are implemented.
12.2. Blocking of the Client account by the Company is a proper notice of the Client's intention to terminate the contract unilaterally.
12.3. The independent deletion of one’s account by the Client is a proper notice of the Client's intention to terminate the contract unilaterally.
13 Waiver of Set-Off
The Client acknowledges and agrees unconditionally and irrevocably to waive any right of set-off, netting, counterclaim, abatement or other similar remedy which the Client might otherwise have under this Agreement under the laws of any jurisdiction.
14 Resolution of Disputes
14.1. Parties shall endeavor to resolve any dispute in relation to the contract created between them in consequence of this agreement by mutual consensus. Failure to resolve any dispute arising in relation to or consequent to this Agreement shall be referred to Arbitration.
14.2. Governing Law & Jurisdiction. This agreement and the parties’ actions under this Agreement shall be governed by and construed under the laws of the State of Washington, without reference to conflict of law principles. The parties herby expressly consent to the jurisdiction and venue of the federal and state courts within the State of Washington. Each party hereby irrevocably consents to the service of process in any such action or proceeding by the mailing of copies thereof by certified mail, postage prepaid, to such party at its address set forth in this Agreement.
14.3. Any person who is not a party to this Agreement may not enforce nor enjoy the benefit of any provision of this Agreement.
15.1. The Client agrees that the Company may give notices and communications, under or in connection with this Agreement by announcement on the Site or by email to the email address which the Client registers to its account, and that such notice is deemed to be effective and received by the Client at the time when it is published on the Site, or, if earlier, sent, by the Company unless the Company promptly receives an automated message indicating failed delivery of that notice.
15.2. Notices to the Company may be directed to the email address specified on the Site.
16 No Waiver
No failure or delay on the part of the Company to exercise any right, power or remedy under this Agreement will operate as a waiver, nor will any single or partial exercise by the Company of any right, power or remedy.
17 Remedies Cumulative
The rights, powers and remedies provided in this Agreement are cumulative and are not exclusive of any rights, powers or remedies provided by law.
18 No Relationship
This Agreement do not create any kind of partnership, joint venture, advisor, fiduciary, agency or trustee relationship or any similar relationship between the Client and the Company or any other person or entity.
If any provision of this Agreement is held to be illegal, void, unenforceable or invalid, whether in whole or part, under the laws of any jurisdiction, that portion will be severed, and such illegality, unenforceability or invalidity will not affect the legality, enforceability or validity of the remaining provisions of this Agreement in that jurisdiction, nor the legality, enforceability or validity of this Agreement in any other jurisdiction. This clause 22 has no effect if the severance would alter the basic nature of this document or be contrary to public policy.
This Agreement is made in English. In case of any inconsistency between the English version and any translation, the English version shall prevail.