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DRIVER AGREEMENT

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

Last Revised: 2/14/2018

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 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 PayPal, Inc. for payment processing services. By using the PayPal payment processing

services you agree to the PayPal Payment Service agreement located at:

https://www.paypal.com/us/webapps/mpp/ua/useragreement-full

 

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. You agree to submit your vehicle to an initial safety and

maintenance 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) 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.