Lalamove Delivery Partner Terms of Use

This Lalamove Delivery Partner Terms of Use (“Terms of Use”) governs the access or use by you (the “Delivery Partner”) of the information service platform (“Platform”) through our mobile applications, website applications (together “Applications”) or websites to receive services made available by LALAMOVE TECNOLOGIA (BRASIL) LTDA., a limited liability company, with a head office in the City of Osasco, 301, Domingos Odalia Filho Avenue, 8th floor, suite 804-824, Centro, State of São Paulo, Zip code: 06010-067 enrolled with the CNPJ/MF sob o nº 34.538.625/0001-23,  (“Lalamove”).

 

Please make sure to carefully read through these Terms of Use whether stated or otherwise referenced herein before accessing or using the Platform. This Terms of Use is a binding legal agreement setting forth the rights and obligations between Lalamove and you, the Delivery Partner.

 

By accessing or using the Platform, you hereby expressly affirm that:

 

  • you have read and understand these Terms of Use;

  • you will comply with these Terms of Use;

  • you acknowledge and agree to the Privacy Policy;

  • you are at least the age of legal majority in your place of residence and otherwise legally competent to enter into contracts;

  • you are duly authorized to drive and have a valid license issued by a competent authority for the appropriate category and type of vehicle, when applicable; and

  • you have the authority to enter into these Terms of Use personally and, if applicable, on behalf of any organization on whose behalf you have enrolled for use of the Platform and to bind such organization to these Terms of Use.

IF YOU DO NOT AGREE TO ANY OF THESE TERMS OF USE, PLEASE DO NOT ACCESS OR USE THE PLATFORM. PLEASE READ CAREFULLY “DISCLAIMER” AND “INDEMNIFICATION”. THESE PROVISIONS LIMIT OUR LIABILITY TO YOU.

 

In these Terms of Use, “Applicable Law” means applicable Brazilian laws, rules, and regulations governing payments and all services provided hereunder, including: rules, regulations, regulatory guidance, directives, policies, orders or determinations of (or agreements with), and mandatory written direction from (or agreements with) any regulatory authority, as each of the foregoing may be amended and in effect from time to time.

 

Lalamove reserves the right to change these Terms of Use from time to time. If we make changes, we will notify you by revising the date at the top of the Terms of Use and, in some cases, we will provide you with additional notice (such as adding a statement to our homepage or sending you an email notification). We encourage you to review these Terms of Use periodically to stay informed about our practices. Whenever we make changes to these Terms of Use, they are effective when the revised Terms of Use are posted unless we notify you otherwise. If you continue to use the Platform after the revised Terms of Use have been posted, then you will be deemed to have accepted the changes to these Terms of Use.

 

1. OUR SERVICES

 

The services provided by Lalamove (“Services”) are meant to connect the demanders of transportation and/or logistic services (including but not limited to small businesses, commercial customers and individual customers, collectively “Users”) and Delivery Partners who provide transportation and/or logistic services (“Shipment Delivery”) through the Platform. You acknowledge and agree that Lalamove only provides you and Users with neutral, independent third-party information matching services. The Shipment Delivery provided by Delivery Partners shall not be deemed to be provided by Lalamove. Lalamove is not responsible for the acts and/or omissions of any Delivery Partners, and any liability in relation to the Shipment Delivery shall be borne by Delivery Partners.

 

You affirm that your relationship with Lalamove is independent, not employer and employee relationship. Additionally, no joint venture, partnership, employment, or agency relationship exists between Delivery Partners and Lalamove as a result of this Terms of Use or use of the Platform. Even if a Delivery Partner chooses on their own to use Lalamove signage, sticker or identification badge, Delivery Partner agrees that such a decision is of its own accord, is not required by Lalamove and Delivery Partner acknowledges that use of any signage, sticker or identification badge does not lead to an inference of being an employee.

 

2. USE OF THE SOFTWARE

 

While using the software provided by Lalamove (“Software”) you agree that:

 

  • you are not permitted to rent, lease, sublicense, distribute or transfer copies of the Software or the license for the use of the Software to any third parties;

  • you shall not probe, scan or test the vulnerability of the Platform or any network connected to the Platform nor breach the security or authentication measures on the Platform or any network connected to the Platform;

  • you shall not modify, adapt, reverse engineer, decompile, disassemble, translate the Software or create derivative works based on the Software;

  • you shall not interrupt the normal operation of the Software, or use any methods to export or modify the source code of the Software;

  • you shall not upload or send out any kinds of computer viruses, worms, trojans, or malicious codes;

  • you shall not install and/or execute the Software on any device other than the mobile device running the operating systems approved by Lalamove; and

  • other than the license to use the Software granted hereof, no other license or right is hereby granted to you and the ownership of the Software and all other rights are hereby expressly reserved by Lalamove and its suppliers.

3. DELIVERY PARTNER ACCOUNT

 

In order for you to use the Services, you are required to register for a delivery partner account (“Delivery Partner Account”) with Lalamove. Once your registration is successfully completed with Lalamove, you will be provided with a Delivery Partner Account, accessible with a password of your choice. 

 

While registering, you are obligated to provide your personal information, such as your name, photo, contact information directly or indirectly in accordance with Lalamove’s Privacy Policy. You agree that the details entered and maintained by you are accurate, complete and valid. Lalamove is not liable for false, incomplete, old or incorrect registration information provided by you. Your failure to enter or maintain accurate, complete, and valid information may result in your inability to access and use the Services. You are solely responsible for all activity that occurs under your Delivery Partner Account. Lalamove is entitled to verify the information that you have provided at all times and refuse the use of the Services without providing reasons and prior notice. 

 

You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services. Lalamove does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. Lalamove reserves the right to terminate the use of the Services should you be using the Service in an incompatible or unauthorised device or that the security of your Delivery Partner Account has been compromised in any way or for any reason we may find just. 

 

While using the Services you agree that:

 

  • you shall only access the Services using means explicitly authorized by Lalamove;

  • the Platform and Services provided will solely be used by you, for your personal use and will not be resold to any third party;

  • you will not authorise others to use your Delivery Partner Account;

  • you are only allowed to open a single Delivery Partner Account;

  • transferring of your Delivery Partner Account to any other person or legal entity is not permitted;

  • you cannot use an account that is subject to any rights of a person other than you without appropriate authorisation;

  • the Services cannot be used for unlawful purposes, including but not limited to (i) violation of Applicable Law; (ii) storing or sending any unlawful material; (iii) sharing of sensitive personal information of others, without their consent (iv) causing intentional harm, nuisance, inconvenience or annoyance; (v) impairing or harming the proper operation of the Services; (vi) exhibiting the tenor of impersonating another person; or (vii) copying or distributing the Services without the permission of Lalamove;

  • your password or any identification credentials that Lalamove provides to you should be secure and confidential;

  • proof of identity or other documentations needs to be submitted immediately if requested by Lalamove;

  • compliance with all the Applicable Law is a must while using the Services;

  • you shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Platform or any content, or in any way reproduce or circumvent the navigational structure or presentation of the Platform or any content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform. Lalamove reserves the right to bar any such activity;

  • you shall not attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Platform;

  • you shall not collect or harvest any personally identifiable information, including account names, from the Platform; and

  • you shall not engage in threatening, harassing, discriminatory (based on race, gender, age, disability, or any other protected classification) or any other behaviour that Lalamove deems inappropriate when using the Services.

  • you shall be committed to the Community Guidelines. Any violation will be subject to blocking, suspension or termination of your Delivery Partner Account.

  • you shall comply with the following additional guidelines in order to be a Delivery Partner of Lalamove:

    a) The mobile device used by you to provide Services shall not be the same as a User to accept the Services;

    b) Delivery Partner should not have a criminal record;

    c) Do not use a device to install the Software or a mobile number to register on the Platform that has already been blocked by any reason;

    d) Do not make transactions with Users who do not follow the Platform’s guidelines.

    e) Do not make off-platform transactions using Lalamove's name.

    f) If there is any problem with the delivery, Lalamove will make two attempts of telephone contact to your mobile number registered by you on the Platform. If we do not hear you back,your account will be temporarily suspended. You will have 3 working days to contact Lalamove for an explanation. Upon expiry of a 3 days period, your account may be blocked.

    g) Keep your personal and vehicle records properly updated on the platform.

Any violation of the above guidelines or this Terms of Use  will result in blocking, suspension or termination of your Delivery Partner Account. If this occurs, you will be notified in accordance with the Applicable Laws. Lalamove may also report the illegal act to the competent authority.

 

4. DELIVERY PARTNER WARRANTIES AND REPRESENTATIONS

 

You, as the Delivery Partner, hereby irrevocably makes the following warranties and representations:

 

  • After obtaining the information of Users and shipments, Delivery Partner shall verify such information by itself. Delivery Partner shall make the decision whether to accept and provide the Shipment Delivery at its own discretion after properly verifying the information obtained;

  • Delivery Partner understands and agrees that it is responsible for complying with all delivery schedules established between it and User. Delivery Partner shall make all reasonable efforts to deliver the shipment according to the respective delivery schedules established with User;

  • You shall be solely responsible for any and all claims, judgments and liabilities resulting from any accident, loss or damage including, but not limited to, personal injuries, death, total loss and property damage which is due to or is alleged to be a result of the Shipment Delivery provided by you;

  • You shall be responsible for the contents of all shipments and all damage or loss to shipments upon taking delivery. Delivery Partner shall take all reasonable precautions to prevent unauthorized persons from having access to the shipment and shall also take all reasonable precautions against loss of or damage to the shipment;

  • You shall, at all times while you are providing Shipment Delivery, hold a valid driver’s licence and all other required licences, permits, registrations, approvals and/or authorities required to provide Shipment Delivery within the jurisdiction in which you have been registered by Lalamove to provide Shipment Delivery. In order for Lalamove to comply with any obligations applicable to it, you will, upon request by Lalamove, provide copies in the form required by us of all required licences, permits, registrations, approvals and/or authorities as requested from time to time;

  • Aside from the Platform, you shall be responsible for providing all of the equipment necessary to perform the Shipment Deliveries. You shall hold title or otherwise has sufficient rights in the equipment you will use to provide Shipment Delivery. Delivery Partner is solely responsible for maintaining all such equipment and ensuring such equipment complies with all legal, safety and quality standards. Except as otherwise required by Applicable Laws, Delivery Partner assumes all risk of damage or loss to its equipment;

  • With the exception of walker service, you shall not use a vehicle other than your registered vehicle to provide Shipment Delivery to Users which must at all times meet all applicable vehicle standards as updated from time to time, including possessing the relevant roadworthiness certification in your jurisdiction. You shall use vehicles in good operating condition and compliant with all Applicable Laws. You shall keep records of all vehicle registrations and inspections and shall provide the latest version of such records upon request;

  • You shall at all times comply, at your expense, with your legal obligations in respect of insurance (including but not limited to compulsory third party motor vehicle insurance for any vehicle used to provide Shipment Delivery (if applicable)) and maintain, at your expense, such other policies as someone providing Shipment Delivery would prudently maintain as well as any other minimum insurance cover which Lalamove requests you hold including but not limited to a valid third party motor vehicle insurance policy with provisions to cover commercial usage of the vehicle, and a general liability insurance policy at levels which satisfy:

    the minimum requirements that apply to the operation of goods delivery vehicles on public roads in the jurisdiction in which you are registered to provide Shipment Delivery;


    the provision of Shipment Delivery and any other services contemplated by these Terms of Use; and


    any other minimum standards imposed by Lalamove (as notified by Lalamove from time to time).

In order for Lalamove to confirm your ongoing compliance with these requirements, you will, upon request by Lalamove, provide copies of any relevant insurance policies and insurance certificates of currency and or other equivalent proof of insurance. If, at any time, you cease to hold a required insurance policy, you must immediately notify Lalamove of this change in your circumstances and cease providing Shipment Delivery;

 

  • You shall obey all Applicable Laws related to Shipment Delivery and will be solely responsible for any violations of such Applicable Laws. You shall not accept any requests where the nature of delivery is solely the movement of passengers;

  • During the course of your work, Lalamove advise you to follow and comply with the following guidelines (“Lalamove Delivery Guidelines”): Community Guidelines

Delivery Partners shall have sole responsibility to familiarize themselves with Lalamove Delivery Guidelines as amended from time to time. Unless otherwise set out in the Lalamove Delivery Guidelines and this Terms of Use, any conducts against Lalamove Delivery Guidelines will constitute a breach of this Terms of Use, giving Lalamove the right to temporarily lock or permanently deactivate your Delivery Partner Account.

 

  • Lalamove retains the right to suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent, illegal or involves any criminal activity or where you and/or the User have breached any of the terms in this Terms of Use.

  • Delivery Partner acknowledges that during the course of its work, it may gain knowledge of third parties’ and/or User’s confidential, proprietary, trade secret, protected health, and/or personally identifiable information (“Confidential Information”).  This information includes, but is not limited to, information about User, User’s business and the contents of shipments, User’s address, User’s contact information, delivery address, payment information, payment methods, credit card information, financial accounts, demographic information, business address, information regarding User’s partners, associates, customers, and similar information regarding the delivery recipient. Delivery Partner agrees that it will maintain the confidentiality of all such Confidential Information and not disclose it to any other person, except as required to carry out Shipment Deliveries or as required by law. Unauthorized disclosure of such Confidential Information will constitute a material breach of this Terms of Use, giving Lalamove the right to temporarily lock or permanently deactivate your Delivery Partner Account.

If Delivery Partner fails to comply with any of the above warranties and representations, 

Lalamove shall have the right to immediately temporarily lock or permanently deactivate your Delivery Partner Account. Delivery Partner shall bear all damages or losses arising therefrom. Delivery Partner shall also compensate for all losses suffered by Lalamove, its affiliates, its partners and/or any other third party due to Delivery Partner's failure to comply with the above warranties and representations.

 

5. PAYMENT

 

Delivery Partner acknowledges that Users – not Lalamove - are responsible for paying all charges and fees associated with the shipment. Once the User and the Delivery Partner have verified that the shipments are completed, the User’s payment account will be charged. Lalamove reserves the right to change its prices charged at any time, at its discretion.  Delivery Partner acknowledges and agrees that any payment received by Lalamove is due to the information service provided by the Platform.

Lalamove retains the right to suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent, illegal or involves any criminal activity or where you and/or the User have breached any of the terms in this Terms of Use. In such an event, you shall not hold Lalamove liable for any withholding of, delay in, suspension, forfeiture or cancellation of, any payment(s) to you.

 

Lalamove shall administer payments to you and from you through a wallet system. Your Delivery Partner wallet balance can be withdrawn by you to your designated bank account. Lalamove reserves the right to make relevant deductions from your wallet balance based on our Terms of Use, Lalamove Delivery Guidelines, as authorised by you or as notified to you via our Platform.

 

Security deposits secures Delivery Partners’ rights. Please refer to our Security Deposit Policy Here. Delivery Partner shall have sole responsibility to familiarize themselves with Security Deposit Policy before paying the security deposit.

 

As a Delivery Partner, depending on the services requested by our Users, you may be eligible to receive a combination of the fees stated below:

 

Fares

  • Base fares - This consists of the distance fare incurred during Shipment Delivery.

  • Order subsidies - This consists of the subsidies paid by Lalamove and is included as part of the basic fare, subsidies not limited to peak demand subsidies.

  • Lala Coupon - This consists of the amount of promotion applied to a particular order.  Promotions are typically given to Users and subsidised by Lalamove.

Fees and other charges

  • Priority Fee - This relates to the additional fees a User has committed to pay prior to the Shipment Delivery with an objective to encourage speedy fulfilment.

  • Waiting Fee - This relates to the additional fees imposed to a particular order where Deliver Partners were requested by User to wait for goods receival or goods deliveries.

  • High demand surcharge - This relates to the additional fees imposed to a particular order to encourage Shipment Delivery under super peak hours.  Lalamove retains the discretion to define super peak hours based on operational needs.

  • CBD Fee - This relates to the charges incurred when entering designated zones during Shipment Delivery.  Lalamove shall retain the discretion to define such zones based on operational needs.

  • Minimum surcharge - This relates to the shortfall between the calculated fare and the pre-determined minimum fares.

  • Lalamove reserves the right to amend the minimum fares from time to time.

  • Toll fees - This refers to the tunnel and toll charges you have incurred during Shipment Delivery.  This shall be claimed on an actual cost basis and shall be mutually agreed on with the User.

  • Order charges - This relates to other fees and surcharges in relation to the value-added services requested by the User.  This category includes items, but not limited to, moving fees, purchase service surcharges etc.

Lalamove initiatives

  • Sticker retainers - This relates to the amount Lalamove pays you in return of you agreeing to affix our branded stickers onto your vehicle. Sticker dimensions, design and position on vehicle is to be determined by Lalamove.  You further agree that you will co-operate with Lalamove's sticker retention check when requested.  Failure to comply may lead to sticker retainers being forfeited.

  • Driver-refer-user campaign - This is a campaign where you will receive monetary rewards after successful referrals of first-time users into the Lalamove platform.  You will be issued a unique promotion code if you opt into this campaign, where you will be encouraged to distribute this code to third parties.  In the event where there was a successful redemption of the promotion code to a completed order originating from a new user, you will be rewarded as per the rates defined by Lalamove.  Lalamove reserves the right to revoke rewards if we reasonably believe there are attempts to defraud Lalamove through this campaign.

 

6. COMMUNICATION

 

By creating a Delivery Partner Account, you electronically agree to accept and receive communications from Lalamove including via email, text message, calls, and push notifications to the mobile device or cellphone number you provide to Lalamove. You understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of Lalamove, its affiliated companies and/or third-party contractors, including but not limited to communications concerning orders accepted through your registration with respect to the Services. You may opt-out by changing your notification preferences. Please note that opting out may impact your use of the Services.

 

7. PROMOTIONS

 

For the mutual benefit of both Lalamove and all Delivery Partners including you, from time to time, Lalamove on your behalf may offer promotions to some or all Users that may have the effect of Users paying you a lower amount than would otherwise have been the case, and where a promotion applies, you agree to provide Shipment Delivery to the Users at the lower amount. Where a promotion applies and where applicable Lalamove will reduce the value of its fees by an amount equal to the value of the promotions.

 

8. OTHER THIRD PARTY INTERACTIONS

 

While using or accessing the Platform, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party service providers, advertisers or sponsors showing their goods and/or services through the Platform. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Lalamove and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third-party. Lalamove has no responsibility or liability arising from any agreements between you and such third party providers.

 

9. INTELLECTUAL PROPERTY RIGHTS

 

Lalamove alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Platform and the Services. These Terms of Use do not constitute a sale and do not convey to you any rights of ownership in or related to the Platform and the Services, or any intellectual property rights owned by Lalamove. Company names, logos, and the product names associated with the Platform and the Services are trademarks and/or intellectual property of Lalamove or third parties, and no right or license is granted to use them. You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Platform and the Services. 

 

By providing content, information or materials (“Delivery Partner Content”) to Lalamove, you grant Lalamove a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such Delivery Partner Content in all formats and distribution channels now known or hereafter devised, without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

 

You acknowledge that Lalamove only acts as a passive channel for the distribution of the Delivery Partner Content and is not responsible or liable to you or to any third party for the content or accuracy of the Delivery Partner Content. Lalamove shall not be continuously monitoring Delivery Partner Content published by you, nor shall Lalamove be under an obligation to do so. Without limiting the foregoing, you acknowledge and agree that any remarks, opinions, comments, suggestions and other information expressed or included in the Delivery Partner Content do not necessarily represent those of Lalamove.

 

Any use by you of the Delivery Partner Content is entirely at your own risk. You represent and warrant that any Delivery Partner Content posted or transmitted by you is original to you and does not copy the work of any third party or otherwise infringe any third party intellectual property rights, rights of privacy or personality rights and does not contain any defamatory or disparaging statements. Furthermore, you represent and warrant that you have the capacity to grant the license as stipulated in this paragraph.

 

You agree to indemnify and keep Lalamove, its affiliates and licensors indemnified against all costs, expenses, damages, losses and liabilities incurred or suffered by Lalamove or its affiliated companies related to any Delivery Partner Content posted or transmitted by you or your other use of the website, the Service or the Platform.

 

Lalamove reserves the right at its sole discretion to block or remove (in whole or in part) any Delivery Partner Content posted or transmitted by you and which Lalamove believes is not in accordance with these Terms of Use (including materials which infringe or may infringe third party intellectual property rights, rights of privacy or personality rights), or is otherwise unacceptable to us.

 

Lalamove respects your rights to your ideas, please do not submit any confidential ideas, information, or suggestions in any form to Lalamove or any of its affiliates. For any ideas, information, or suggestions you do submit, regardless of what your communication regarding your submissions says, you understand that your submissions are voluntary and the following terms shall apply to your submissions: (i) your submissions and their contents will automatically become the property of Lalamove, without any compensation to you; (ii) Lalamove has no obligation to review your submissions; (iii) Lalamove may implement and distribute any portion of your submissions and their contents for any purpose in any way, without any compensation to you; and (iv) Lalamove has no obligation to keep your submissions confidential.

 

You may use information on the Platform purposely made available by Lalamove for downloading from the Platform, provided that you:

  • do not remove any proprietary notice language in all copies of such documents and make no modifications to the information;

  • use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media; and

  • do not make any additional representations or warranties relating to such information.

 

10. INDEMNIFICATION

 

Delivery Partner acknowledges that Delivery Partner is responsible for all shipments and all Shipment Deliveries while transporting shipments.  Delivery Partner agrees Lalamove has no control or responsibility over shipments or Shipment Deliveries and only has control or responsibility for the functioning of the Platform. Delivery Partner agrees that Lalamove will not be responsible or liable for any actions, wrongdoing, losses or damages suffered by the Delivery Partner, except if such action is willful breach of this Terms of Use or gross negligence.

 

Delivery Partner agrees to defend, indemnify and hold harmless Lalamove, as well as its past and present successors, assigns, affiliates, officers, owners, employees, and agents (“Lalamove Indemnitee”) from any and all losses, actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, claims for payment, deficiencies, fines, judgments, settlements, liabilities, costs, and expenses (including reasonable attorneys' fees, costs, penalties, interest, and disbursements) arising from or incurred in connection with claims asserted by a third party against a Lalamove Indemnitee arising directly or indirectly from, or as a result of or in connection with, Delivery Partner’s  (i) breach of this Terms of Use; (ii) conduct with respect to the Platform, Services, and/or Shipment Deliveries; (iii) violation or alleged violation of any law or the rights of any third party, including, without limitation, other Delivery Partners, Users, drivers, employees, subcontractors, assigns, and pedestrians; (iv) disclosure of “Confidential Information”; (v) ownership, use or operation of any vehicle used in the Shipment Delivery; (vi) failure to have proper insurance, licenses, permits or authorizations; (vii) any damages or losses as a result of Delivery Partner’s work and/or conduct, and/or Delivery Partner’s work with third parties and/or Users, including, but not limited to, damages to shipments; (viii) wrongdoing, violation of policy, violation of law or other misconduct and (ix) failure or alleged failure to pay all required taxes, withholding, insurance contributions or premiums. Under Delivery Partner’s duty to defend, Lalamove shall be entitled to use its own counsel.

 

Delivery Partner agrees to perform Shipment Deliveries in compliance with all Applicable Laws and shall defend, indemnify and hold harmless Lalamove for any violation or alleged violation by Delivery Partner of any such laws. Lalamove reserves the right to lock-out, suspend or terminate access to the Platform for a Delivery Partner for any violations of this Terms of Use or any other conduct deemed inappropriate by Lalamove. In the unlikely event Delivery Partner’s status as an independent contractor is challenged and Delivery Partner is determined by a court, agency or arbitrator not to be an independent contractor, Delivery Partner agrees to defend, indemnify and hold harmless Lalamove from all costs, penalties, back taxes, damages and attorney’s fees associated with such a determination. Under Delivery Partner’s duty to defend, Lalamove shall be entitled to use its own counsel.

 

Delivery Partner further agrees and acknowledges that it will not and cannot hold Lalamove liable for any issues beyond Lalamove’s direct control, including any acts of god, loss of power, disruption of power, shutdown or technical difficulties with the Platform, system maintenance, failure of other cellular reception, failure of other service providers, cancelation of services by other third-parties, pandemic, epidemics, outbreaks, the COVID 19 pandemic, strikes, labor disputes, civil disturbances, hostilities, war, natural disasters, flood, fire, sabotage, accident, loss or destruction of property, intervention by governmental entities, change in laws, regulations or orders, or other events or circumstances or causes beyond Lalamove’s direct control.

 

11. DISCLAIMERS

 

The Services are provided “as is” and “as available.” Lalamove makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the Services or any Services requested through the use of the Services, or that the Services will be uninterrupted or error-free.

Lalamove 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 in connection therewith, remains solely with you, to the maximum extent permitted under Applicable Law.

 

Lalamove does not control, manage or direct any third party providers. Third party providers are not actual agents, apparent agents, ostensible agents, or employees of Lalamove.

 

Lalamove does not control, endorse or take responsibility for any Delivery Partner Content or third party content available on or linked to by the Services. Lalamove cannot and does not represent or warrant that the services or servers are free of viruses or other harmful components.

 

12. TERMINATION OF SERVICES

 

Delivery Partner may stop using the Services at any time. Termination or deletion of Delivery Partner Account by Delivery Partner shall comply with the procedure and fulfill the requirements set out in Delivery Partner Offboarding Policy. Delivery Partner shall have sole responsibility to familiarize themselves with Delivery Partner Offboarding Policy before requesting to terminate or delete its account.

 

Lalamove also may stop providing the Services at any time, or create limits on use of the Services, whether specifically to Delivery Partner or generally.  Termination will not limit any of Lalamove’s other rights or remedies.  The provisions of this Terms of Use shall survive any termination of services.  Nothing in this provision provides Lalamove the right to terminate Delivery Partner’s ability to contact Users on its own and to provide Shipment Deliveries to Users, only the right to terminate Delivery Partner’s use of the Platform.

 

13. SEVERABILTY

 

Any provision of this Terms of Use which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction and the application to such facts and circumstances, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or the application thereof to other facts and circumstances, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

 

14. NO WAIVER

 

The failure of Lalamove or Delivery Partner in any instance to insist upon a strict performance of the terms of this Terms of Use or to exercise any option herein, shall not be construed as a waiver or relinquishment of such term or option and such term or option shall continue in full force and effect.

 

15. GOVERNING LAW

 

Except as otherwise set forth in these Terms of Use, these Terms of Use shall be exclusively governed by and construed in accordance with the laws of Brazil. Any dispute, controversy or claim arising out of or relating to these Terms of Use, or the breach, termination or invalidity thereof, shall be settled by the court of competent jurisdiction in which you have been registered by Lalamove to provide Shipment Delivery.

 

16. SUCCESSORS

 

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Lalamove without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. These Terms of Use binds and inures to the benefit of each party and the party’s successors and permitted assigns.

 

17. CAPTIONS

 

Captions appearing in this Terms of Use are for convenience only and do not in any way limit, amplify, modify or otherwise affect the terms and provisions of this Terms of Use.

 

18. LANGUAGE VERSIONS

 

In case of any discrepancy between the English version and Portuguese language version, the English version prevails.