OnDemand Terms & Conditions


This Agreement sets forth the terms and conditions that apply to your access and use of the First Mile Geo OnDemand mobile application, and all internet domains, derivative domains, and subdomains therein (hereinafter called ‘Mobile App’) owned and operated by First Mile Geo Inc, a Delaware corporation, in relation to its on-demand data collection product (hereinafter the ‘Product’). By using the Mobile App you agree to be bound by the terms and conditions of this Agreement, as they may be amended from time to time in the future (see 'Modifications' below).


Please review the terms herein provided carefully as this Agreement constitutes a legally binding electronic contract that sets out the terms of the relationship between First Mile Geo and you. Your use of the our mobile application or any other First Mile software licensed through a third party distributor such as the Apple iTunes Store or Google Play Store is also governed by the applicable current end user license agreement which is made available through the third party distributor with the understanding that if there is a conflict between any provision in these Terms of Use and the end user license agreement, the conflicting provision in these Terms of Use will prevail. If you do not agree to these terms, you must cease use of the Product and not accept any Tasks.


First Mile Geo reserves the right to change this Agreement, and any additional terms at any time, effective upon making the modified provisions available on the Product or by notifying Users directly. You are responsible for regularly reviewing this Agreement. Continued use of the Product and/or the First Mile Mobile Application after any such changes are made to this Agreement shall constitute your consent to such changes. First Mile Geo does not and will not assume any obligation to notify its Users of any changes to this Agreement, or the creation or modification of any additional terms. 


  1. Accepting the Terms

By using the Mobile App, all information, tools, software, features, and functionality including inter alia all content, communication, updates, and new releases on or provided in relation to the Mobile App, you agree to be bound by this Agreement, whether you are a 'Visitor' (which means that you simply browse the Mobile App) or you are a 'Member' (which means that you have registered with the Mobile App or other First Mile Geo Product). The term 'you' or 'User' refers to a Visitor, Registered User, Member, or Collector. The term 'we' refers to First Mile Geo. If you wish to become a Member, communicate with other Members or make use of the Service, you must read this Agreement and indicate your acceptance during the Registration process.


You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with First Mile Geo.


If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity that you have the authority to bind such entity.



  1. Definitions

2.1 ‘Tasks’ means an order for specific work to be performed using the Mobile App by one or more First Mile Geo Users, which includes a description of the Product to be provided and associated Deliverables. A Task may entail one singular or many clustered activities, and one singular or many topics, to be performed at one singular or many locations by a single User.


2.2 ‘Offer’ means a Task tendered to interested Users offering a payment value by First Mile Geo for the successful completion and the acceptance of Deliverables from a Task within the defined parameters as provided within the Offer to include but not limited to survey schema, data type, language, geographic parameters, sampling methodology, respondent stratification, photographic collection parameters, video recording style, or audio recording style. An offer may be accepted or not by any qualifying Data Collector.


2.3 ‘Deliverable’ means the deliverables specific work products in a Task for delivery by a Data Collector for provision to First Mile Geo or its Customers, including but not limited to survey responses, designs, data, images, photographs, video recordings, audio recordings, biographical information, geospatial data, and other forms of information.


2.4 ‘Registered User’ or ‘Data Collector’ means any User who has registered an account on the Mobile App.


  1. Tasks

You agree to use all best efforts to perform any Task associated with an Offer that you accept such that the Deliverables are satisfactory to First Mile Geo and the First Mile Geo’s Customers. By accepting an Offer for a Task, you are entering into a binding legal agreement with First Mile Geo to provide the Deliverables for the payment value specified in the Task within the parameters provided in that offer, including delivery date. Do not accept a Task unless you are sure that you understand what you are being asked to deliver and have


In order to accept Tasks, you are required to become a Registered User. In registering for the Product, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the Product’ registration form (the "Registration Data"); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (1) at least eighteen (18) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using the Product under the laws of the United States, your place of residence or any other applicable jurisdiction. You represent that to the best of your knowledge neither you nor any entity under your control or at whose behest you may work are now nor have ever been listed by the United States Treasury’s Office of Foreign Assets Control (OFAC) under any US sanctions regime, or equivalent economic sanctions regimes by the United Nations or other nations, and you further represent that to the best of your knowledge that you are not now nor have ever been accused or convicted of Terrorism, Money Laundering, Espionage, Weapons Trafficking, Crimes Against Humanity, War Crimes, or any other similar offense by any internationally recognized legal jurisdiction, nor are there now nor have there ever been any outstanding Interpol Red Notices outstanding for you. You further certify that there are neither any pending international criminal charges nor investigations, nor any international extradition requests in relation to you, any entities that you control, or any entities that you presently represent.


You agree that you shall monitor your Account to restrict use by minors and other parties, and you will accept full responsibility for any unauthorized use of the Service by minors or other parties. If you provide any information that is untrue, inaccurate, not current or incomplete, or First Mile Geo has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, First Mile Geo shall preserve the right to suspend or terminate your Account and refuse any and all current or future Tasks or Offers. You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. First Mile Geo reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Service if you have been previously removed by First Mile Geo.


You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (1) notify First Mile Geo immediately of any unauthorized use of your password or any other breach of security; and (2) exit from your Account at the end of each session.


3.1 Hardware & Software Provisioning

You must provide all equipment and software necessary to connect to the Product, including but not limited to, a mobile device that is suitable to connect with and use the Mobile App. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing the Service.


3.2 Logistics, Safety, and Insurance

We do not represent or endorse, and shall not be responsible for: (a) the safety, quality, accuracy, reliability, integrity or legality of any Task, the truth or accuracy of the description of any Offer, any other third party website referenced or described by or accessible through the Product, or any First Mile Customer or other third party advice, opinion, offer, proposal, statement, data or other information (collectively, "Content") displayed through the Product; or (b) your ability or inability to obtain payment through Offers. We reserve the right (but shall have no obligation) to remove any or all Tasks or other Content at any time. You agree to release us and its agents, contractors, officers and employees, from all claims, demands and damages (actual and consequential) arising out of or in any way connected with your dispute with any First Mile Customer, in connection with the Mobile App. You agree that you will not involve us in any litigation or other dispute arising out of or related to any transaction, agreement, or arrangement with any First Mile Customer.


You further certify that any and all necessary precautions to ensure the safe, legal, and efficient completion of a Task shall be your sole responsibility, including but not limited to the provision of government or communal approvals (as may apply), provision of insurance coverage (including but not limited to vehicular insurance and professional liability insurances), or any other necessary coverage, capabilities, or actions.


By accessing and using the Service through the First Mile Mobile Application you acknowledge and agree that you may receive certain communications from us and you agree and acknowledge that you are solely responsible for all fees you may incur from the provider or carrier of the mobile Product that you use, including for data. When you use the Service, our First Mile Mobile Application may pull your location-based information from your mobile device. You hereby authorize us and our First Mile Geo Mobile App to take such action.


  1. Background Investigation

By becoming a Registered User, you agree to be subject to a Background Investigation to be performed by First Mile Geo, or Third Party providers solely designated by First Mile Geo, to ensure compliance with the Terms of this Agreement.


  1. ‘Work for Hire’ Agreement

Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between First Mile and you or between the First Mile Customer and you. You will take no position with respect to or on any tax return or application for benefits, or insurance coverage scheme, or in any proceeding directly or indirectly involving First Mile Geo that is inconsistent with your being an independent contractor (and not an employee) of First Mile Geo. You are not the agent of First Mile or the First Mile Customer and you are not authorized, and must not represent to any third party that you are authorized, to make any commitment or otherwise act on behalf of First Mile or the First Mile Customer. Without limiting the generality of the foregoing:


5.1 Benefits and Contributions.

You are not entitled to or eligible for any benefits that First Mile Geo may make available to its employees, such as group insurance, profit-sharing or retirement benefits. Because you are an independent contractor, First Mile Geo will not withhold or make payments for social security or payroll taxes of any kind, make unemployment insurance or disability insurance contributions, or obtain workers’ compensation insurance on your behalf, nor you will be entitled to any of the foregoing. If, notwithstanding the foregoing, you are reclassified as an employee of First Mile Geo, or any affiliate of First Mile Geo, by the U.S. Internal Revenue Service, the U.S. Department of Labor, or any other federal, state or foreign agency as the result of any administrative or judicial proceeding, you agree that you will not, as the result of such reclassification, be entitled to or eligible for, on either a prospective or retrospective basis, any employee benefits under any plans or programs established or maintained by First Mile Geo. In addition, you waive any and all rights, if any, to participation in any of the fringe benefit plans or programs including, but not limited to, health, sickness, accident or dental coverage, life insurance, disability benefits, severance, accidental death and dismemberment coverage, unemployment insurance coverage, workers’ compensation coverage, and pension or 401(k) benefit(s) provided by First Mile Geo to its employees.


5.2 Taxes

You are solely responsible for filing all tax returns and submitting all payments as required by any federal, state, local, or foreign tax authority arising from the payment of Rewards to you under this Agreement, and you agree to do so in a timely manner. If applicable, First Mile Geo will report the payments paid to you under this Agreement by filing Form 1099-MISC with the Internal Revenue Service as required by law. You will regularly report amounts paid to Consultant with the appropriate taxing authorities, as required by law.


5.3 Compliance with Law

You will comply with all applicable federal, state, local, and foreign laws governing self-employed individuals, including laws requiring the payment of taxes, such as income and employment taxes, and social security, disability and other contributions.


5.4 Competitive Purposes

You hereby certify that you have not downloaded, signed up for, used, registered with, or otherwise used or interacted with the Mobile App or associated Product, nor intend to download, sign up for, use, register with, or otherwise use or interact with the Mobile App or associated Product, for the purposes of developing a competitive advantage with the Product or Mobile App. You further certify that the sole purpose of downloading, signing up for, using, registering with, or otherwise interacting with the Mobile App or Product shall be for the purposes of accepting Tasks and delivering data in accordance with the Terms and Conditions stipulated in this agreement.



  1. Deliverables


6.1 Delivery

You agree that you will use the Service and First Mile Mobile Application to provide the Deliverables for each Task to First Mile Geo as described in each Offer on or before the applicable completion date.


6.2 Ownership

You agree that the Deliverables and associated communications, data, and metadata generated by, within, from, or in relation to the Service will be the sole and exclusive property of First Mile Geo. You hereby irrevocably and unconditionally assign to First Mile Geo all right, title and interest worldwide in and to the Deliverables and associated communications, data, and metadata generated by, within, from, or in relation to the Service, and all intellectual property rights thereto, including but not limited to all copyrights, moral rights, and similar rights of every kind and nature. If any intellectual property rights, including moral rights, cannot (as a matter of law) be assigned by you to First Mile Geo, then (a) you unconditionally and irrevocably waive the enforcement of such rights and all claims and causes of action of any kind against First Mile Geo with respect to such rights, and (b) to the extent you cannot (as a matter of law) make such waiver, you unconditionally grant to First Mile Geo an exclusive, perpetual, irrevocable, worldwide, fully-paid license, with the right to sublicense through multiple levels of sublicensees, under any and all such rights to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit and otherwise use the Deliverables in any medium or format, whether now known or hereafter discovered, and to exercise any and all other present or future rights in the Deliverables. At First Mile’s request, you will (i) cooperate and assist First Mile Geo both during and after the term of this Agreement, in perfecting, maintaining, protecting and enforcing First Mile Geo’s rights in the Deliverables, and (ii) execute and deliver to First Mile Geo any document deemed necessary or appropriate by First Mile in its discretion to perfect, maintain, protect or enforce First Mile’s rights in the Deliverables or otherwise carry out the purposes of this Agreement. You hereby irrevocably designate and appoint First Mile Geo and its duly authorized officers and agents as your agent and attorney-in-fact to act for and on your behalf to execute, deliver and file any and all documents with the same legal force and effect as if executed by you, if First Mile Geo is unable for any reason to secure your signature on any document needed in connection with the actions described in this section. You acknowledge that this appointment is coupled with an interest.


  1. Payments

Upon the successful completion of tasks, First Mile Geo shall issue credits in a Data Collector’s account profile stipulating the accumulated dollar value (in US Dollars) of tasks performed. Once that value has reached an established minimum threshold in combined value, the value for which shall be stipulated in the account profile, a Data Collector may request payment on that value using the in-app ‘Payout’ feature. First Mile Geo shall issue payment commensurate with that value within forty-five (45) days after the First Mile Customer’s acceptance of the Deliverables associated with Tasks performed. First Mile Geo shall reserve the right to deduct any payment processing fees it incurs from the amount of the Payment. Payments will be in the denomination and currency of First Mile Geo’s choosing (including gift or other stored value cards issued and redeemed by third parties). First Mile Geo will not pay you for a Task if the First Mile Customer rejects the Deliverables associated with that Task, you fail to fully complete a Task in accordance with the sample size or terms of the Offer, or if you otherwise breach this Agreement. You are responsible for paying all applicable taxes and for all expenses incurred by you in connection with performing the Task or otherwise performing your obligations under this Agreement. We may be obligated by law to obtain tax information from you and/or provide certain information to government authorities. If we request tax information from you and you do not provide it, we may (in addition to any other rights or remedies available to us) withhold your payment until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information. First Mile Geo is not involved in, and has no responsibility for, the redemption of payments. All Data Collectors shall be solely responsible for maintaining, submitting, and reporting all applicable taxes and fees within the cognizant jurisdiction or jurisdictions.



  1. Confidentiality, Non-Circumvention, & Non-Disclosure


8.1 Use and Disclosure

All data, information, survey responses, survey questions, photos, video recordings, audio recordings, geospatial data, metadata, or any other information or data collected, captured, obtained, or produced by your through the Mobile App shall be deemed Confidential Information in strict trust and confidence. During the terms of this Agreement and at all times thereafter, you will (a) hold all Confidential Information in strict trust and confidence, (b) refrain from using or permitting others to use Confidential Information in any manner or for any purpose not expressly permitted or required by this Agreement, and (c) not disclose or permit others to disclose any Confidential Information to any third party without obtaining First Mile Geo’s express prior written consent on a case-by-case basis.


Confidential Information shall also include any and all information related to First Mile Geo’s or any First Mile Customer’s business (including trade secrets, technical information, business forecasts and strategies, marketing plans, customer and supplier lists, personnel information, financial data, and proprietary information of third parties including First Mile Customers) that First Mile Geo considers to be confidential or proprietary or First Mile has a duty to treat as confidential. Any Tasks, Offers, Deliverables, or communications between First Mile Geo and you in relation to a Task, Offer, or Deliverable shall not be disclosed to third parties.


8.2 Reverse Engineering

You shall not attempt to reverse engineer, de-encrypt, or otherwise derive the design, internal logic, structure or inner workings (including algorithms and source code) of the First Mile Mobile App. Nor shall you attempt to reverse engineer, de-encrypt, or otherwise derive the design, internal logic, structure or inner workings (including algorithms and source code) of any other software, products, models, prototypes, or other items provided by First Mile Geo that use, embody, or contain Confidential Information.

8.3 Exceptions

You will be permitted to disclose Confidential Information to the extent that such disclosure is expressly approved in writing by First Mile Geo, or is required by law or court order, provided that you immediately notify First Mile Geo in writing of such required disclosure and cooperate with First Mile Geo, at First Mile Geo’s reasonable request and expense, in any lawful action to contest or limit the scope of such required disclosure, including filing motions and otherwise making appearances before a court.

8.4 Removal

Upon First Mile Geo’s request and upon any termination or expiration of this Agreement, you will promptly (a) return to First Mile Geo or, if so directed by First Mile Geo, destroy all tangible embodiments of the Confidential Information (in every form and medium), (b) permanently erase all electronic files containing or summarizing any Confidential Information, and (c) certify to First Mile in writing that you have fully complied with the foregoing obligations.


8.5 Privacy

While we do attempt to undertake all reasonable efforts to ensure that any personally identifiable information that relates to your privacy is protected to the greatest extent practicable, you understand and agree that such steps do not guarantee that the Service are invulnerable to all security breaches or immune from viruses, security threats or other vulnerabilities. We reserve the right to cooperate with local, state, provincial and national authorities in investigations of improper or unlawful activities and this may require the disclosure of your personal information. We may also report to other organizations about improper or unlawful user activities and this reporting may include disclosure of personal information relating to those individuals conducting such improper or unlawful activities.



  1. No Conflicts

You represent and warrant that you are not subject to any contract or duty that would be breached by entering into or performing your obligations under this Agreement, or any Task, or that is otherwise inconsistent with this Agreement, or any Tasks.



  1. Representations & Warranties

10.1 General.

You represent, warrant, and covenant that:


(a) You will not, in the course of performing any Task, infringe or misappropriate, and neither the Deliverables nor any element thereof will infringe or misappropriate, any intellectual property right or other of any other person, including rights of privacy and publicity; (b) All Deliverables and all elements thereof are your original works and you have all rights necessary to grant the rights set forth in this Agreement; Neither the Deliverables nor any element thereof will be subject to any restriction, mortgage, lien, claim, pledge, security interest, or encumbrance when delivered by you to First Mile Geo; (d) You will not grant, directly or indirectly, any right or interest in any Deliverable to any other person; (e) You have full right, power, and authority to enter into and perform this Agreement without the consent of any third party (including any of your current or former employers); (f) The Deliverables will fully conform to the specifications, requirements, and other terms in the applicable Task and this Agreement, and will be of a professional and workmanlike quality. In the event of a breach of this warranty, without limiting any other rights or remedies First Mile Geo may have, you will promptly replace the Deliverables at no additional charge to First Mile Geo.


10.2 Indemnification.

You will indemnify and hold harmless First Mile Geo and its affiliates, employees, and agents from and against any and all liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and Rewards) arising from or relating to any breach of any representation, warranty, covenant, or obligation in this Agreement, or any Tasks, by you or any intentional misconduct or negligence by you in performing any Tasks.


10.3 Disclaimer.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. WE EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ALL TASKSS ARE AT YOUR OWN RISK.



  1. Limitation of Liability

IN NO EVENT WILL FIRST MILE GEO BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, OR INCIDENTAL DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT. FIRST MILE’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (A) TEN DOLLARS ($10.00) AND (B) AGGREGATE AMOUNT OF REWARDS OWED BY FIRST MILE FOR TASKSS PERFORMED UNDER THIS AGREEMENT DURING THE SIX-MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE FIRST CLAIM TO GIVE RISE TO LIABILITY UNDER THIS AGREEMENT. If you are a California resident, you hereby waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor" and you waive any other similar provision of the laws of any other applicable jurisdiction.



  1. Termination of Agreement

12.1 Termination by First Mile Geo

First Mile Geo may terminate this Agreement and/or any Task, in whole or in part, at any time with or without cause for its convenience, effective immediately upon notice to you, in which case First Mile Geo is obligated to pay you payments owed to you through the effective date of termination or expiration. First Mile Geo may withdraw any Offer at any time prior to your acceptance.


12.2 Termination by You

Effective upon sixty (60) days prior written notice to First Mile Geo, you may terminate this Agreement at any time if there are no unperformed Taskss as of the effective date of termination. You must complete all outstanding Tasks.


12.3 Survival.

Sections 3, 4, 5, 6, 8, 9, 10, and 11 will survive any termination or expiration of this Agreement. Termination or expiration of this Agreement will not affect either party’s liability for any breach of this Agreement such party may have committed before such expiration or termination.



  1. General Provisions

13.1 Venue for Disputes

This Agreement is governed by the laws of the District of Columbia without reference to any conflict of laws principles that would require the application of the laws of any other jurisdiction. You irrevocably consent to the personal jurisdiction of the state and federal courts located in the District of Columbia for any suit or action arising from or related to this Agreement, and waive any right you may have to object to the venue of such courts. You further agree that these courts will have exclusive jurisdiction over any such suit or action initiated by you against First Mile Geo.


13.2 Arbitration.

If any dispute, controversy or claim arises between the parties under, out of, or in relation to this Agreement, including any dispute concerning the formation, construction, interpretation, or breach of this Agreement or a party’s performance of its obligations hereunder ("Dispute"), the parties shall attempt in the first instance to resolve the Dispute through mutual good faith consultation. If the Dispute is not resolved in this manner within forty-five (45) days of a party’s notice of a Dispute, then any party may serve a notice on the other party requiring the Dispute to be submitted to arbitration as follows:

 
13.2.1 Any Dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with this Agreement where the total amount of the award sought is less than five thousand U.S. Dollars (US$ 5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider ("ADR Provider") that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with this Agreement. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written subTaskss, the specific manner shall be chosen by the party initiating the arbitration; b) all arbitration proceedings shall be held in English; c) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney Rewards) and disbursements arising out of the arbitration, and shall pay an equal share of the Rewards and costs of the ADR Provider.

 
13.2.2 Any other Dispute (including whether the claims asserted are arbitrable) shall be referred to and finally determined by arbitration in accordance with the JAMS Commercial Arbitration Rules (the "Rules") and shall be administered by the Boston, Massachusetts office of JAMS (the "Administrator"). To the extent there is any conflict between the provisions set forth in this section and any procedural or other rules issued by the Administrator, this section will control. The location of the arbitration will be Boston, Massachusetts USA. The Dispute(s) shall be submitted to a single arbitrator ("Arbitrator") chosen by the parties or selected by the parties from a list of potential arbitrators provided by the Administrator. The Administrator shall provide such list to the parties 10 days after request by either party. Should the parties be unable to agree on a choice of arbitrator within 10 days after receipt of the list from the Administrator, then the Administrator will select the Arbitrator. The arbitral proceedings, and all pleadings and written evidence will be in the English language. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. Each party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Administrator and the Arbitrator; provided, however, the Arbitrator shall be authorized to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for its reasonable attorneys’ Rewards, costs and disbursements (including, for example, expert witness Rewards and expenses, photocopy charges, travel expenses, etc.), and/or the Rewards and costs of the Administrator and the Arbitrator. The Arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The Arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by Section 9 of this Agreement. Judgment on the award of the Arbitrators may be entered by any court of competent jurisdiction. The Arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of this Agreement, including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties without appeal or review except as permitted by California law or United States Federal law.

 
13.2.3 By using the Service in any manner, you agree to the above arbitration provision. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and First Mile (except for matters that may be taken to small-claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Notwithstanding the foregoing, either party may proceed directly to any court of competent jurisdiction to seek protection or enforcement of its intellectual property rights and/or to seek injunctive relief or other equitable relief.


13.3 Severability

If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.


13.4 No Assignment

This Agreement and your rights and obligations under this Agreement may not be assigned, delegated, or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without First Mile Geo’s express prior written consent. Any attempted assignment, delegation, or transfer in violation of the foregoing will be null and void. First Mile Geo may assign this Agreement or any of its rights under this Agreement to any third party with or without your consent.


13.5 Notices

First Mile Geo may give any notice required by this Agreement by means of a general notice on the Service, electronic mail to your email address on record with First Mile, or by written communication sent by first class mail or pre-paid post to your address on record with First Mile. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail or pre-paid post) or twelve (12) hours after sending (if sent by email). Such notice shall be deemed given when received by First Mile Geo by letter delivered by internationally recognized overnight delivery service or first class postage prepaid mail at the following address: 718 7th Street NW Second Floor, Washington, DC 20001.


13.6 Remedies

First Mile Geo’s remedies for any breach of this Agreement by you will include damages, injunctive relief, specific performance, and restitution. You acknowledge that any breach of this Agreement by you would cause irreparable injury to First Mile Geo for which monetary damages would not be an adequate remedy and, therefore, First Mile Geo will be entitled to injunctive relief (including specific performance). The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity.


13.7 Waiver

All waivers must be in writing and signed by the party to be charged. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.


13.8 Time Is of the Essence

Time is of the essence in the performance of the Tasks and your other obligations under this Agreement.



13.9 Entire Agreement

This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior or contemporaneous communications and understandings between the parties. Except as permitted herein, no modification of or amendment to this Agreement will be effective unless in writing and signed by the party to be charged.


13.10 Feedback.

In the event that you provide First Mile Geo with any feedback regarding the Service or the First Mile Mobile App, including without limitation, any flaws, errors, bugs, anomalies, problems with and/or suggestions for the Service or the First Mile Mobile App ("Feedback"), you hereby assign to First Mile Geo all rights in the feedback, including but not limited to, the right to use such feedback and related information in any manner we deem appropriate.


13.11 Modifications to First Mile Mobile App.

First Mile Geo reserves the right at any time to modify or discontinue, temporarily or permanently, the First Mile Mobile App or the Service (or any part thereof) with or without notice. You agree that First Mile shall not be liable to you or to any third party for any modification, suspension or discontinuance of the First Mile Mobile App or the Service.