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Agreement for delivery professionals to Engage Loadz, Inc. For Its Services

Last Revised: 3/31/2020

This Agreement for Delivery Professionals to Engage Loadz, Inc., a California corporation.  For Its Services (this “Agreement”) constitutes a binding contract between you (“you”, “Delivery Professional”) and Loadz, Inc. (“Loadz”, “us”, or “we”) governing your use of the Service for marketing, sales, and other services for delivery service entrepreneurs.

Delivery Professional hereby agrees: (a) to engage Loadz to provide the Loadz Services; (b) to comply with this Agreement; and (c) that Delivery Professional has read, understands, and agreed to (i) the Loadz End User License Agreement and Terms of Service located at www.loadznow.com/terms-of-service (“EULA”), and (ii) the Loadz Privacy Policy located at www.loadznow.com/privacy-policy (“Privacy Policy”), each of which are incorporated into this Agreement by reference.  To the extent there is a conflict between this Agreement and the Privacy Policy or EULA, this Agreement will govern with respect to such conflict.

Capitalized terms used but not defined in this Agreement have the meaning specified in the EULA. The parties hereby agree as follows:

1.     Loadz Services. Loadz will make commercially reasonable efforts to provide the following services to you (the “Loadz Services”):

a.     Site Listing. Loadz may list your services via the Service, which may include your biography and other information provided by you and approved by Loadz. Loadz will share your name and phone number with Customers.

b.     Engagement Service. Loadz will provide a Web and mobile based engagement system via the Service, through which Customers that use the Service can engage you to perform a Project.   You may accept, reject, or ignore any available Project within the days, times, and locations for which you have indicated you have availability to complete Projects (“Availability”) at your sole discretion.

c.     Recordkeeping Service. For payment processing and administrative purposes, Loadz will maintain general records of Projects performed by you for your Customers.

d.     Administrative, Management, and Technology Services. Loadz will provide miscellaneous administrative and management services to facilitate your business, including the technology and operations necessary to communicate with you and your Customers.

e.     Billing Service. Loadz will provide an online billing and payment system for you to bill your Customers. Loadz Stripe, Inc. for payment processing services. By using the Stripe payment processing services you agree to the Stripe Payment Service agreement located at: https://stripe.com/privacy

f.      Customer Service. Loadz will provide operators to field your Customers’ complaints, communicate with you, and refund requests as appropriate.

2.     Exclusions from the Service. The Service only relates to the Loadz Services described above. The Service does not include anything related to picking-up or delivering objects. You are solely responsible for all of your own tools, equipment, training, licensing, and other materials or requirements related to pick-up or delivery in connection with Projects. Loadz is not, and will not be, responsible for any liability arising out of the pick-up or delivery services you provide, including, but not limited to, injuries to Customers or traffic accidents occurring during a Project. Loadz will also not have any input into your work schedule, time off, or other control over your performance of your work.

3.     Your Responsibilities. You will supply Loadz with a copy of your current driver’s license, other applicable licenses, and any relevant professional certifications. If you elect to use a Car (as defined below) to perform Projects, we may also ask you to provide additional information. You may be required to provide other information we need to verify your identity or capacity as an independent delivery professional with your own business. During the background check which is preformed by a third party company (Good Hire) a Motor Vehicle Report (MVR) must show a clear and clean driving record as stated as the following: No DUI’s, or moving violations within the last three years. Such violations include but limited to; Speeding, reckless driving, running stop signs or stop lights, unsafe lane changes, and cellphone usage while driving any of the aforementioned violations will not allow a business relationship between you and Loadz, Inc. furthermore if a “clean” driving record is not maintained, or violations that are stated occur during the performance of duties this relationship will be subject to termination at the sole discretion of the company (Loadz). You agree to submit your vehicle to an initial safety and maintenance inspection ( vehicle must be of year 2000 or newer, pickup trucks only are excepted and must pass each level of inspection ) which may include but not limited to; physical appearance, tires, safety belts, operating lights, windows, seats, steering wheel, wipers, horn, and maintenance fluids. After initial safety and maintenance check it is your sole responsibility to maintain this standard of vehicle operational safety (may be subject to periodic inspections) if failure to maintain operational safety standard termination of this agreement may result.  You represent that all information you provide is accurate and complies with relevant law, and, during the term of this Agreement, will immediately notify Loadz of any change in contact, certification, licensing, or insurance information. You assume complete responsibility for all services provided to each Customer and for compliance with all laws, regulations, and standards pertaining to your services. You represent that you are (a) free to enter into this Agreement and perform each of its terms, (b) not restricted (contractually or otherwise) from entering into and performing this Agreement, and (c) not subject to, and will immediately notify Loadz of, any suit, action, claim, arbitration, or legal, administrative, or other proceeding, or government or professional investigation, pending or threatened or affecting your ability to perform services under this Agreement.

4.     Projects; Payment

a.     Projects. If a Project becomes available in your Availability, you may be notified of the opportunity via the Service. If you accept a Project, and your acceptance is confirmed by Loadz, you will notify Loadz, through the functionality provided via the Service, when you arrive at the Project and when the Project is completed to enable Loadz to perform the Loadz Services, including payment processing. All Delivery Professionals within the applicable zone of service may get the opportunity to accept the Project. The first Delivery Professional to respond with acceptance of the available Project and to have that response confirmed by Loadz will be confirmed as the provider of that Project.

b.     Payment. The Projects that you will be notified of via the Service are those for Customers who have agreed to accept the fees calculated by the Service based on the specific Project details submitted by the applicable Customer (the “Base Fee”). You are entitled to negotiate additional fees or gratuities with Customers. You are responsible for any expenses incurred in the normal course of completing your Project, including, without limitation, any tolls. On a weekly basis, Loadz will transfer to you, through the payment account you specify via the Service, the Base Fee for all eligible Projects completed during the prior week, less the charge for your use of the Service, which will be set forth on the Service (the “Loadz Fee”).

c.     Expenses. Except as otherwise specifically provided herein, you and Loadz will each bear your own expenses relating to this Agreement and performance under this Agreement.

d.     Claims. If a claim is filed against you with Loadz’s insurance provider or Loadz is otherwise required to pay for damages caused by you, in Loadz’s sole discretion, Loadz may charge you any or all of the deductible or other out-of-pocket expenses Loadz is required to pay as a result of that claim.

e.    Cancellations. If a delivery professional accepts a project and cancels or does not complete the Project as scheduled three times in a one year period, Loadz may at its discretion impose penalties that include:  (a) temporary suspension of your Loadz account; (b) monetary fines not to exceed $50; (c) permanent deactivation of your Loadz account. Monetary fines will be due the same day of the cancellation. Loadz is authorized to collect these fines by charging the credit card on file or deducting from future payments for Services provided to Loadz customers.

f.    Nonpayment/Disputes. If a customer disputes the time of service or other fees that a Delivery Professional has submitted to Loadz, the payment to Delivery Professional may be withheld pending the outcome of an investigation by Loadz to determine if the fees are appropriate. If the customer refuses to pay fees over and above the estimated amount, Loadz will investigate to determine if the fees submitted by the Delivery Professional are accurate. If Loadz determines that the fees are accurate Loadz will attempt to collect any fees owed by the customer. In cases where the full fees can not be collected, Loadz will pay out to Delivery Professional(s) at least 80% of the Authorized Amount collected from the customer at the time of booking. The Authorized Amount will equal $100 or the estimated delivery fees (whichever is greater) as determined by Loadz and agreed to by customer before they request a Delivery Professional.

5.     Representations and Warranties; Indemnity. You represent, warrant, and covenant to Loadz that: (a) you are at least 18 years of age; (b) you possess a valid driver’s license and are authorized to operate a motor vehicle; (c) you own, or have the legal right to operate, the motor vehicle(s) or bicycle(s) you intend to use or do actually use for Projects (each, a “Car”), and maintain all legally mandated registrations and insurances for such vehicle; (d) in the event of any claim or accident, you will be solely responsible for reporting that accident in compliance with applicable law and your insurance policy; (e) you are solely responsible for any and all liability that results from or is alleged as a result of the operation of the Car you use during a Project, including, but not limited to personal injuries, death, and property damage; (f) if you lift or otherwise move any Item, you do so at your own risk and Loadz has no liability for any claim, loss, or damage related thereto; (g) you will not make any representations regarding Loadz or the Service; (h) you will not, under any circumstances transport any items that would violate local or federal laws (i) In regards to Grocery or Small Home Goods Delivery you take on these projects at your own risk and agree to follow all safety and sanitary guidelines and use all recommended equipment at all times such as: gloves, masks, hand sanitizer, sanitized areas for transport, and sanitizing spray before and after every delivery to protect yourself and others from the spread of any possible viruses and infectious diseases both known and unknown (j) you will not discriminate or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation in violation of any applicable law, rule or regulation.  You will indemnify Loadz from and against any damages resulting from your performance of Projects, including any personal injury, property damage, or death.

6.     Your Business. You affirm, under penalty of perjury, that you operate a licensed pick-up and delivery business and had clients for whom you performed pick-up and delivery prior to entering into this Agreement. Furthermore, Loadz assumes and recommends that as such of your own business that you may hold or acquire the proper commercial auto insurance coverage to operate your business.

7.     Confidential Information. You must keep Loadz ‘s confidential information absolutely confidential, except as required or provided by law, including but not limited to information about other users of the Service, Items, photos relating to the Service or Customers, and Loadz’s business model. This section does not apply to information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by Loadz; (b) becomes publicly known and made generally available after disclosure by Loadz to you through no action or inaction on your part, (c) is already in your possession at the time of disclosure, as shown by your files and records; or (d) is obtained by you from a third party without a breach of the third party’s obligations of confidentiality.

8.     Nature of Relationship. Neither this Agreement, Loadz’s provision of the Services and performance of the Loadz Services, nor your performance of Projects will create an association, partnership, joint venture, or relationship of principal and agent, master and servant, or employer and employee, between you and Loadz. You will be solely responsible for all tax withholding or payment in connection with the fees paid to you by Loadz.

9.     Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, LOADZ’S LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE LOADZ FEES RETAINED UNDER THIS AGREEMENT.

10.  Termination. Either party may terminate this Agreement by giving the other party notice. Notwithstanding the foregoing, Sections 5 – 13 and any liabilities or payment obligations that have accrued prior to termination will survive termination.

11.  Changes. Except for changes in the calculation of Base Fees and Loadz Fees (which Loadz may, in its sole discretion, amend from time to time), changes to this Agreement will be binding upon a party who confirms that change in writing, including via electronic mail, if that writing specifically refers to this Agreement.

12.  Dispute Resolution. All disputes under this Agreement must be resolved in accordance with the dispute resolution provisions set forth in the EULA.

13.  Miscellaneous

a.     Indemnification. You will indemnify and hold the Loadz Parties harmless from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses (including reasonable legal fees) arising out of or resulting from (i) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from your acts or omissions, (ii) your breach of any representation or warranty in this Agreement, (iii) any negligent, reckless or intentionally wrongful act by you or your assistants, employees, contractors or agents, (iv) a determination by a court or agency that the you are an employee of Loadz or a Customer, or (v) any claim by a Customer arising from or related to your or your assistants, employees, contractors or agents services for such Customer.

b.     Entire Agreement. This Agreement, together with the Privacy Policy and the EULA, which are expressly incorporated by reference herein, are the entire and exclusive understanding and agreement between you and Loadz regarding the Service, and supersedes all previous communications, representations, understandings and agreements, either oral or written, between you and Loadz with respect to your use of the Service. You acknowledge that no statements, representations, warranties, or covenants have been made to you or upon which you have relied that are not set forth in this Agreement, Privacy Policy, or EULA.

c.     Amendment; Waiver. Except as expressly provided in this Agreement, this Agreement may be amended only by a written agreement signed by both parties. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the provision’s benefit. Loadz ‘s failure or delay in the exercise of any power or right under this Agreement will operate as a waiver thereof. No single or partial exercise of any right or power under this Agreement will operate as a waiver of any right or power. Loadz’s waiver of a breach of any provision of this Agreement will not operate or be construed as a waiver of any other or subsequent breach of this Agreement.

d.     Severability. Except as expressly provided in this Agreement, if any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be severable from the remainder of this Agreement and will not affect the validity and enforceability of any remaining provisions.

e.     Assignment. You may not assign this Agreement or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law, or otherwise, without Loadz’s prior written consent. Loadz may assign this Agreement without your prior written consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns. Any assignment in violation of this section is void.

f.      No Agency. No joint venture, partnership, employment, or agency relationship exists between you and Loadz as a result of this Agreement or use of the Service.

g.     Headings. Headings are for convenience only, do not constitute a part of this Agreement, and will not be deemed to limit or affect any provision of this Agreement.

h.     Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.

 

By signing below, I agree that I have read and understand this Driver Agreement, and are bound by its contents until a relationship between myself and Loadz, Inc. is terminated by either party.

 

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