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TERMS AND CONDITIONS

Last updated December 13, 2023

These Terms of Service (“Terms of Service”) constitute a legally binding agreement between you and ARBAT GUARD LLC (d/b/a “ARBAT GROUP”), a Florida Limited Liability Company with its principal office located at 929 ALTON RD STE 500, MIAMI BEACH, FL 33139, and their respective parents, subsidiaries, employees, or affiliates, including, without limitation, attorneys, lenders, potential equity and debt sources, accountants, consultants, advisors, and affiliates (collectively, “ARBAT”) governing your use of Arbat’s website (www.arbat-group.com) and its personalized, multipurpose, digital marketplace platform and any related content or services, including mobile and/or web-based applications (“Applications” or the “Arbat App,” and together with the digital marketplace platform, the “Services”).


PLEASE BE ADVISED THAT THESE TERMS OF SERVICE CONTAIN PROVISIONS THAT GOVERN HOW YOU CAN BRING CLAIMS BETWEEN YOU AND ARBAT. THESE TERMS OF SERVICE OUTLINE HOW SUCH CLAIMS ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE THE EFFECTIVE DATE OF THESE TERMS OF SERVICE. BY AGREEING TO THESE TERMS OF SERVICE, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THESE TERMS OF SERVICE AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

1. TERMINATION

Arbat, in its sole discretion, 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.

2. MODIFICATION

Arbat reserves the right to modify these Terms or its policies relating to the Services at any time, effective upon posting an updated version of these Terms through the Services or Arbat’s website. You should regularly review these Terms, as your continued use of the Services after any such changes constitutes your agreement to such changes.

3. SERVICES

Arbat shall provide you with security services, chauffeured transportation, other related or unrelated services or a combination of same to you at such time and location where the parties have mutually agreed such services be provided hereby. Arbat shall provide such services directly to you or through a third-party service provider at its sole and absolute discretion. Security personnel and/or chauffeur/driver shall perform such duties in compliance with commercially reasonable requests from you and at such time and location as mutually agreed hereby upon by the parties.

FEES

You hereby understand and agree to PREPAY IN FULL the total amount of fees due to Arbat for the Services. Until such time the payment in full is received (in case of a check, until the check has fully cleared on Arbat’s bank account) prior to the start of the Services, this agreement is null and void. This supersedes any oral, implied, construed, or other representation otherwise. For Services of a total duration strictly inferior to eight (8) consecutive hours (no gaps allowed), the Services are strictly non-modifiable, non-cancellable and non-refundable and the total fee shall be deemed fully earned by Arbat at the time of booking. For Services of a total duration of eight (8) consecutive hours (no gaps allowed) or more, fifty percent (50%) of the total fee shall be deemed fully earned by Arbat at the time of booking and is STRICTLY NON-REFUNDABLE. If you cancel If both parties mutually agree in writing to modify or extend the duration of the services, the same applies to the new total duration of the Services.

For services of a total duration of eight (8) or more consecutive hours (no gaps allowed):


If Arbat cancels part or portion of the Services or terminates this agreement at its sole and absolute discretion, the total fee shall be prorated hourly at the agreed-upon rate (half-hours of service are rounded up to the next half hour) and the corresponding refund shall be issued back to you.

4. PERSONNEL

You authorize and empower Arbat personnel as well as Arbat-procured third-party service providers and their personnel, including but not limited to security officers and/or chauffeurs/drivers to enter onto and into any location or premises for the purpose of rendering services pursuant to this Agreement and all and any other purposes and activities reasonably related thereto. You warrant and represent that you are in legal possession of any such premises, or that you are duly authorized to enter into this Agreement and make the authorization set forth in this paragraph, on behalf of the person or entity in legal possession of such premises.

All security officers, chauffeurs, drivers and other personnel of Arbat are deemed employees, agents, or service providers solely of Arbat, and not of you. Arbat reserves the right to hire, suspend, discipline, or discharge any and all of same at any time including during or in the middle of the Services.

You agree not to employ, directly or indirectly, any person who has been employed by Arbat within Three Hundred Sixty (360) days following the last day Arbat employed such person. In the event you breach this provision, then, in addition to any and all other remedies to Arbat shall be entitled, you agree to pay Arbat forthwith the sum of Five Thousand Dollars ($5,000.00) per person to cover Arbat recruitment, screening and training costs.

6. COMPANY PROPERTY

You acknowledge and agree that this Agreement is for the providing of services only, that all equipment furnished by Arbat and third-party providers pursuant to this Agreement shall be for the use of Arbat personnel or third-party providers, that title and possession of such equipment shall remain of same at all times, and that the personnel of Arbat and/or of third-party providers may enter onto and into the Premises at any time for the purpose of removing any or all such equipment. Removal of any or all such equipment shall be without prejudice to the rights of Arbat to the collection of all amounts due under this Agreement.

7. INDEPENDENT CONTRACTOR

Arbat is an independent contractor and shall be responsible for its own income taxes, worker’s compensation, and other employment taxes. Arbat is not an agent, partner, joint venture nor employee of yours. Each party shall have no authority to bind of otherwise obligate the other party in any manner other than as per the clauses of this Agreement.

8. LIABILITY AND INDEMNITY

It is understood and agreed between the parties that Arbat is not an insurer and that the rate being paid for service is for security services designed to mitigate certain risks of material loss or personal/physical injury. The rates herein are not related to the value of the person or real property protected. Arbat makes no guarantee, implied or otherwise, that no loss or injury will occur or that the service supplied will avert or prevent occurrences or losses which the service is designed to help avert. Notwithstanding, Arbat shall provide commercially reasonable best efforts in its performance of this Agreement. Arbat shall only be liable for any damage to the extent resulting from the strict negligence or intentional bad act of Arbat or its officers or employees and shall indemnify and hold you harmless for said damages, including costs and reasonable attorneys' fees. You agree to indemnify and hold Arbat harmless of same including damages, costs and reasonable attorneys' fees, to the extent caused by the strict negligence or intentional bad acts by you, its officers or employees. In no event will either party be liable to the other for loss of business or profits, penalties, or special or indirect, consequential, punitive, exemplary, or liquidated damages. You shall give notice to Arbat of any loss, damage, expense, claim, lawsuit, liability, fine or penalty (collectively herein "Claim") within thirty (30) days of the occurrence giving rise to the Claim or within ten (10) days of receipt of notice of the Claim. Arbat shall not be responsible for any Claim unless the requisite notice is given timely and properly. You agree to pay Arbat the reasonable costs incurred by Arbat in collection of any amounts owed by you, or in enforcing any other rights of Arbat hereunder, including, in the event Arbat institutes legal proceedings to collect such amounts or enforce such rights, reasonable attorney's fees and disbursement incurred in such proceedings.

ARBAT SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF ARBAT, EVEN IF ARBAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ARBAT SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES 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 ARBAT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ARBAT SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND ARBAT'S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD-PARTY PROVIDERS PROVIDING TRANSPORTATION SERVICES REQUESTED THROUGH SOME ARBAT SERVICES MAY OFFER RIDESHARING OR CHAUFFEURED TRANSPORTATION SERVICES AND MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. YOU ACKNOWLEDGE THAT THIRD-PARTY PROVIDERS ARE NOT OSTENSIBLE AGENTS, APPARENT AGENTS, ACTUAL AGENTS, OR EMPLOYEES OF ARBAT.

THE SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, GOODS, OR LOGISTICS SERVICES WITH THIRD-PARTY PROVIDERS, BUT YOU AGREE THAT ARBAT HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS OR LOGISTICS SERVICES PROVIDED TO OR NOT PROVIDED TO YOU BY THIRD-PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

ARBAT SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF LACK OF OR IMPROPER INSTALLATION OR USE OF CHILD RESTRAINT SYSTEMS FOR GUESTS ON RIDES REQUESTED THROUGH THE SERVICES FOR WHOM A CHILD RESTRAINT SYSTEM IS LEGALLY REQUIRED.

THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, ARBAT’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON ARBAT’S CHOICE OF LAW PROVISION SET FORTH BELOW.

9. INSURANCE

Arbat shall procure and maintain in effect throughout the performance of his duties per this Agreement certain insurance policy, as was provided separately to you. Arbat's potential naming of you as an additional insured shall provide coverage to the extent of Arbat's liability under the Agreement and shall in no event be construed for any purpose so as to make Arbat or the issuer of such policies liable for the negligence (joint, concurrent, independent, or individual), acts, errors or omissions of you or your employees.

10. DISCLAIMERS

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ARBAT 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, ARBAT 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.

ARBAT DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD-PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED OR OBTAINED FROM THIRD-PARTY PROVIDERS IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

ARBAT DOES NOT CONTROL, MANAGE OR DIRECT ANY THIRD-PARTY PROVIDERS. THIRD-PARTY PROVIDERS ARE NOT ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, OR EMPLOYEES OF ARBAT. IF A DISPUTE ARISES BETWEEN YOU AND OR ANY OTHER THIRD PARTY, YOU RELEASE ARBAT FROM LOSSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

ARBAT DOES NOT CONTROL, ENDORSE OR TAKE RESPONSIBILITY FOR ANY USER CONTENT OR THIRD-PARTY CONTENT AVAILABLE ON OR LINKED TO BY THE SERVICES. ARBAT CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ARBAT’S USE OF ALGORITHMS IN AN ATTEMPT TO PROVIDE SERVICES OR IMPROVE THE EXPERIENCE OF USERS AND THE SECURITY AND SAFETY OF THE SERVICES DOES NOT CONSTITUTE A GUARANTEE OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED.

11. ASSGINMENT

You may not assign these Terms without Arbat’s prior written approval. Arbat may assign these Terms at any time and without your consent to: (i) a subsidiary or affiliate or third-party provider; (ii) an acquirer of Arbat's equity, business or assets; or (iii) a successor by merger. Any purported assignment by you in violation of this Section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Arbat, any third- party provider, or other affiliated provider as a result of these terms or use of the Services.

12. FORCE MAJEURE

Arbat shall not be liable for any failure or delay in performance of this Agreement, in whole or in part, where such failure or delay is caused by circumstances beyond Arbat's reasonable control, including but not limited to acts of God, severe weather, fire, terrorism, vandalism, violent criminal acts, civil riots, war, civil disturbance, labor activity or strike, court order or any other cause outside Arbat’s exclusive and direct control.

13. ENTIRE AGREEMENT

This Agreement, including Schedules of Security Services, supersedes all previous agreements, oral or written, between Arbat and you and represents the entire Agreement between the parties. No other agreements or representations, oral or written, have been made.

14. SEVERABILITY

The provisions of this Agreement are severable and the invalidity or ineffectiveness of any part thereof shall not affect or impair the validity and effectiveness of the remaining parts of provisions of this Agreement. Arbat'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 Arbat in writing.

15. NOTICE

Arbat may give notice by means of a general notice on or through the Services, electronic mail to the email address associated with your Account, telephone or text message to any phone number provided in connection with your Account, or by written communication sent by first class mail or pre-paid post to any address connected with 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 at the time of sending (if sent by email, telephone, or on or through the Services). Notwithstanding the foregoing, notice of any modifications to these Terms shall be effective upon posting an updated version of these Terms on Arbat’s website or through the Services. You may give notice to Arbat, with such notice deemed given when received by Arbat, at any time by first class mail or pre-paid post to our registered agent for service of process. If another provision of these terms addresses any specific notice, those specific notice provisions shall prevail to the extent there is any conflict or inconsistency between those provisions and this notice provision.

CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:

Arbat Group
Miami
801 Brickell ave ste 900
Miami, FL 33101
United States
Phone: +1.917.972.7071
info@arbat-group.com
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