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    Lalamove Delivery Partner Agreement

    Welcome to the Lalamove Application (“Lalamove App”), the App that connects businesses seeking delivery service for shipments of packages and materials (“Users”) and businesses who provide such delivery services for such shipments (“Delivery Partners”).  Users and Deliver Partners can connect by accessing the Lalamove App to arrange for deliveries. 

    This Delivery Partner Agreement governs the terms and conditions of the business relationship between you (including your respective employees, subcontractors, assigns and agents) (collectively the “Delivery Partner”) and Lalamove (Delaware) LLC (the “Company”) with respect to Delivery Partner’s use of the Lalamove App to conduct its independent business with Users.  Please make sure to carefully read through the terms of this Agreement as it is a binding legal agreement setting forth the rights and obligations between the Company and you, the Delivery Partner. 

    In this Agreement, the word “Services” means the services provided by Company, in providing the Lalamove App and other related applications, and allowing you to connect with Users under the Lalamove App and related applications.  The word “Shipments” refers to mutually agreed deliveries of approved shipments arranged between Delivery Partner and Users, under the Lalamove App.  The word “Shipment Delivery” refers to the service whereby Delivery Partner delivers the agreed upon Shipment according to User specifications.

    NOTICE:  THIS AGREEMENT REQUIRES ALL DISPUTES BETWEEN DELIVERY PARTNER AND THE COMPANY TO BE RESOLVED BY WAY OF BINDING ARBITRATION.  THE TERMS OF THE ARBITRATION CLAUSE APPEAR IN SECTION 11 OF THIS AGREEMENT. IN PARTICULAR, THIS SECTION, WITH LIMITED EXCEPTIONS, REQUIRES DISPUTES BETWEEN DELIVERY PARTNER AND THE COMPANY TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS DELIVERY PARTNER OPTS OUT OF THE ARBITRATION AGREEMENT: (1) DELIVERY PARTNER WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION OR PROCEEDING; AND (2) DELIVERY PARTNER IS WAIVING ITS RIGHT TO SEEK RELEIF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.  THE ARBITRATION AGREEMENT COULD AFFECT YOUR RIGHT TO PARTICIPATE IN PENDING CLASS LITIGATION.  PLEASE SEE SECTION 11 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT. 

    BY CLICKING “AGREE” TO THIS AGREEMENT, YOU AFFIRM THAT:

    • YOU HAVE READ AND UNDERSTAND THESE TERMS;
    • YOU AGREE TO AND WILL COMPLY WITH THESE TERMS;
    • YOU ARE AT LEAST THE AGE OF LEGAL MAJORITY IN YOUR PLACE OF RESIDENCE AND OTHERWISE LEGALLY COMPETENT TO ENTER INTO CONTRACTS

    IF YOU DO NOT AGREE TO ANY OF THE TERMS OF THIS AGREEMENT, DO NOT USE THE SERVICES.

    In consideration of Delivery Partner being allowed access to the Lalamove App and the opportunity to connect on business opportunities with Users on the Lalamove App, as well as mutual promises described herein, the Company and Delivery Partner (collectively “the parties”) agree as follows: 

    1. SERVICES:

    Delivery Partner understands and acknowledges that the Lalamove App and the Services are designed for small businesses, commercial customers and individual customers requiring delivery of correspondence and packages only.  The scope of Services provided through the Lalamove App is strictly limited.  The following restrictions apply:

    1. The Lalamove App and the Services are strictly limited to movement of goods and materials.  Delivery Partners and/or their drivers will not use the Lalamove App to carry passengers as part of this Agreement.
    2. The Lalamove App and the Services will not use Delivery Partners (and/or their drivers) who drive tractor trailers, cargo tank trailers or similar large trucks. Depending on the location, all Delivery Partner vehicles must be under 10,000 pounds.
    3. No Delivery Partner (and/or its driver) will transport hazardous materials as part of their Shipment. Hazardous materials” means a substance or material that the Secretary of Transportation has determined is capable of posing an unreasonable risk to health, safety, and property when transported in commerce, and has designated as hazardous under section 5103 of Federal hazardous materials transportation law (49 U.S.C. 5103). The term includes hazardous substances, hazardous wastes, marine pollutants, elevated temperature materials, materials designated as hazardous in the Hazardous Materials Table (see 49 CFR 172.101), and materials that meet the defining criteria for hazard classes and divisions in part 173 of this subchapter including:  flammable liquids and solids; explosives; fireworks; “dangerous when wet” materials; combustible liquids; aerosols or compressed gas; poisonous gas and materials; toxins; radioactive materials; and other products and materials as designated in 49 CFR 172.101.
    4. Delivery Partner (and/or its driver) agree as part of this Agreement that they will not carry or use any weapon or firearm of any kind while using the Lalamove App, to the extent permitted by applicable law.  To the extent any restriction on carrying a firearm or weapon is prohibited by law, a Delivery Partner (and/or its driver) may be allowed to  carry a firearm and/or weapon while using the Lalamove App if they are transporting their firearm in accordance with the Transportation Security Administration rules for transporting firearms and ammunition.  This means that your firearm must be unloaded and locked in a hard-sided container in the trunk of the vehicle.  All parts, including magazines, clips, ammunition and bolts and firing pins must also be transported in the trunk of the vehicle.  This general restriction does not apply to authorized personnel contracted or employed by the Company or law enforcement personnel.
    5. No Delivery Partner (and/or its driver) will transport alcohol or tobacco products as part of its Shipment if prohibited by local law or regulation.  Delivery Partner (and/or its driver) shall be permitted to deliver alcohol and/or tobacco products if local laws or regulations permit the transportation of alcohol and/or tobacco products and if Delivery Partner (and/or its driver) have all necessary permits and authority to deliver such alcohol and/or tobacco products. 
    6. No Delivery Partner (and/or its driver) will provide “household moving van” services (or similar services).  The Lalamove App and the delivery of Shipments as not intended as a substitute for household movers or moving services.
    7. The Lalamove App and the Services are strictly limited to Delivery Partners (and/or their drivers) using passenger vehicles (i.e., cars, motorcycles, light duty trucks and vans).  Delivery Partners will not allow the use of bicycles for Shipments.
    1. INDEPENDENT RELATIONSHIP

    The parties agree and acknowledge that this Agreement is between two co-equal, independent business enterprises that are separately owned and operated.  The parties affirm that their relationship is one of independent parties, not employer and employee.  Additionally, no joint venture, partnership, employment, or agency relationship exists between Delivery Partner, Company or any third-party provider as a result of this Agreement or use of the Lalamove App, Delivery Partner Enrollment Application or Services (as defined in the Terms of Use Agreement).  Neither party shall have the right to bind the other by contract or otherwise.  Neither party shall be an agent for the other party. 

    As an independent business, Delivery Partner shall determine its own schedule.  Delivery Partner does not have an obligation to accept or reject any particular opportunity.  Delivery Partner is responsible for its own performance and the satisfaction of User.  Delivery Partner does not have a supervisor or any individual at Lalamove to whom Delivery Partner reports.  Delivery Partner does not receive performance evaluations by or from Lalamove.  Delivery Partner is not required to wear a uniform or other insignia by Lalamove; however, Delivery Partner must maintain clean and  appropriate dress and appearance.  Lalamove does not otherwise have control over the Delivery Partner’s personal appearance.  Although Delivery Partner is not generally required to use any particular signage on its vehicle, Delivery Partner agrees that it may be required to install signage or a sticker or wear a badge for identification and safety purposes or to promote each other’s businesses.  Even if a Delivery Partner chooses on their own to wear a uniform or use other Lalamove signage, Delivery Partner agrees that such a decision is of its own accord, is not required by the Company unless specifically mentioned in this Agreement and Delivery Partner acknowledges that use of any signage, sticker or identification badge does not lead to an inference of being an employee.  Further information regarding signage is discussed in the Appendix.

    As an independent business, Delivery Partner has the right to perform services for other businesses, customers or platforms and to hold itself out to the general public as a separately established business.  The parties recognize that they are or may be engaged in similar arrangements with others and nothing in this Agreement is intended to prevent the Company or Delivery Partner from doing business with others.  Nothing in this Agreement prevents Delivery Partner from performing services or work for other businesses or customers at any time, even if that business competes directly with the Company, so long as Delivery Partner does not do so at the same time Delivery Partner is making a Shipment Delivery for a User using the Lalamove App. 

    Delivery Partner is not required to perform any Shipment Deliveries personally, but may, to the extent permitted by law and subject to the terms of this Agreement, hire or engage others as assigns or subcontractors to perform some or all of the Shipment Delivery, provided all such assigns or subcontractors are registered and have an account on the Lalamove App and meet all of the requirements applicable in this Agreement and the terms of use for the Lalamove App and sign this Agreement and all other required Lalamove Agreements.  Any individuals to whom Delivery Partner subcontracts or assigns work to must satisfy all requirements required of Delivery Partners, including, but not limited to, signing this Agreement and satisfaction of background checks.  To the extent Delivery Partner uses other assigns or subcontractors for work, Delivery Partner must provide written notice to Lalamove at support.us@lalamove.com and Delivery Partner agrees that it is solely responsible for the work product, conduct, actions, omissions and liability incurred by the assign or subcontractor.  For any subcontracted or assigned delivery, the subcontractor/assign must review and accept any such Shipment Delivery commitment through the Lalamove App and under the subcontractor’s/assign’s account.  This means the delivery order must be routed through the subcontractor’s/assign’s account and not the account of the assigning Delivery Partner. Delivery Partner agrees to defend, indemnify and hold harmless the Company from any conduct, actions, omissions and liability created by or alleged against the assign or subcontractor of Delivery Partner. Delivery Partner also assumes full and sole responsibility for the payment of all amounts due to its employees, assigns and/or subcontractors – including all wages, benefits and expenses and for making all required tax withholdings and benefit contributions. Delivery Partner agrees to comply with all applicable laws in relation to its employees, subcontractors and assigns.  Delivery Partner agrees to defend, indemnify, and hold harmless Company from any claims made by any of Delivery Partner’s employees, subcontractors or assigns related to their relationship with Delivery Partner or the Company and their use of the Lalamove App.  Under Delivery Partner’s duty to defend throughout this Agreement, Company shall be entitled to use its own chosen counsel.  The parties agree that Company shall not have any power to hire or fire any employees of Delivery Partner’s. 

    1. DELIVERY PARTNER WARRANTIES AND REPRESENTATIONS

    As an independent business, Delivery Partner warrants and represents that it satisfies all legal requirements and has all necessary licenses, permits and certifications to perform the work outlined in this Agreement.  Delivery Partner warrants and represents that at all times Delivery Partner will maintain current insurance, in amounts and of types required by law and/or the Company to provide Shipment Deliveries.  Delivery Partner will also maintain all active licenses, permits and certifications, at its expense, to provide Shipment Deliveries.  Delivery Partner agrees to provide proof of such insurance, licenses and/or permits upon request by the Company and/or User.  Delivery Partner shall have sole responsibility for insuring that all contracted assigns, subcontractors and employees of Delivery Partner meet this standard. 

    Delivery Partner warrants and represents that it will use vehicles in good operating condition and compliant with all existing federal, state and local laws and/or regulations.  Delivery Partner warrants and represents that it will comply with all federal, state, and local laws while using the Lalamove App and/or performing Shipment Deliveries.  As part of this commitment, Delivery Partner warrants and represents that it will never be under the influence of alcohol or illegal drugs while using the Lalamove App and/or performing Shipment Deliveries. Additional commitments by Delivery Partner regarding vehicle condition are identified in the Appendix. Delivery Partner warrants and represents that it will keep records of all vehicle registrations and inspections and shall provide the latest version of such records upon request. 

    Delivery Partner understands and agrees that it is responsible for the contents of all Shipments upon taking receipt.  Delivery Partner is responsible for all damage or loss to Shipments upon taking receipt.  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.

    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. 

    Delivery Partner understands and agrees that to the extent it assigns/subcontracts its work or hires any drivers to perform any Shipment Deliveries as discussed above, such individual must satisfy all requirements required of Delivery Partners, including, but not limited to signing this Agreement and satisfaction of background checks.  As a consequence, both Delivery Partner and its assign/subcontractor/employee understands and agrees that as part of such background check Delivery Partner shall ensure the Delivery Partner and assign/subcontractor/employee provide the Company and/or its third party agency all requested information to conduct such background check (including social security number, date of birth, driver’s license information, credit check information, etc.) and that all such information provided is accurate.  Delivery Partner agrees that it will pay any required background check or application fee required by the Company and/or its third-party agency. Delivery Partner shall ensure the Delivery Partner and the assign/subcontractor/employee sign all consent agreements and authorizations required for such background checks.  Delivery Partner and assign acknowledge and agree that the Company has no responsibility for, and Delivery Partner and assign/subcontractor/employee waive any liability against the Company regarding, the accuracy or reliability of the background check, or any action or omission taken as a result of the background check. 

    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 (including, but not limited to information about their business and the contents of Shipments, address, contact information, delivery address, payment information, payment methods, credit card information, financial accounts, demographic information, business address, information regarding User’s partners, associates, and customers) information about the delivery recipient (including, but not limited to information about their business and the contents of Shipments, address, contact information, delivery address, payment information, payment methods, credit card information, financial accounts, demographic information, business address, information regarding delivery recipient’s partners, associates, and customers) and information regarding the Company (including, but not limited to, business model, financials, policies, structure, software information, data, customer lists, user lists, revenue data, tracking information, intellectual property, and other proprietary information).   Delivery Partner agrees that it (and its employees, assigns and subcontractors) 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 Agreement, giving the Company the right to temporarily lock or permanently deactivate Delivery Partner’s Lalamove account. 

    Delivery Partner warrants and represents that it holds title or otherwise has sufficient rights in the equipment it will use to operate its business under this Agreement.

    Delivery Partner acknowledges that the Company has the right to suspend or terminate Delivery Partner’s access to the Lalamove App if it determines that Delivery Partner has violated any of the warranties or representations contained in this Agreement or if Delivery Partner has committed an act that is a violation of Lalamove’s adjudication matrix. 

    1. DELIVERY PARTNER’S BUSINESS

    Delivery Partner acknowledges that it is engaged in its own business, separate and apart from Lalamove’s business.  When utilizing the Lalamove App, Delivery Partner may learn of business opportunities to provide Shipment Deliveries for Users.  Delivery Partner acknowledges that Lalamove has discretion as to which, if any, business opportunities to provide notice of to Delivery Partner, just as Delivery Partner has the discretion whether to, and to what extent, accept any Shipment opportunity.  Nothing in this Agreement shall guarantee any particular volume of business for any particular time period. 

    Delivery Partner understands and agrees that the parameters of each Shipment Delivery are established by the User, not Lalamove, and represents the end result desired by the User – not the means by which Delivery Partner is to accomplish the result.  For each Shipment Delivery agreed to by Delivery Partner, Delivery Partner agrees to provide such Shipment Deliveries safely, on time, and to generally meet the User’s expectations while complying with all applicable laws.  Lalamove does not, and is not authorized to, control the manner, method, or means by which Delivery Partner performs the Shipment Delivery or any other services contemplated under this Agreement.  Delivery Partner shall be solely responsible for determining the most effective, efficient and safe manner to perform the Shipment Deliveries, including determining the manner of pick up, delivery, vehicle type and route selection.   Delivery Partner acknowledges that it has the opportunity to increase or reduce profitability of its business based upon the manner it performs the Shipment Deliveries, as discussed above. 

    Delivery Partner shall have no obligation to accept or perform any particular Shipment Delivery or to perform any particular volume of Shipment Deliveries; provided, once Delivery Partner accepts a Shipment Delivery opportunity Delivery Partner is contractually obligated to complete the Shipment Delivery in accordance with User’s specifications and the terms laid out in this Agreement.

    Delivery Partner has the right to cancel, from time to time, a Shipment when it is reasonably prudent in Delivery Partner’s discretion to do so.  Notwithstanding the foregoing, Delivery Partner understands that cancellations may lead to low User/Delivery Partner ratings, and complaints.  A failure to maintain favorable User/Delivery Partner ratings and/or the receipt of complaints can constitute a material breach of this Agreement, giving Lalamove the right to temporarily lock or permanently deactivate Delivery Partner’s account.  Additionally, Delivery Partner’s failure to fully perform any Shipment Delivery in accordance with this Agreement, any other Agreement with the Company or the terms agreed upon with User (“Delivery Failure”) due to Delivery Partner’s action, inaction or omission  will cause a forfeiture of all or part of the agreed upon fee for the Shipment Delivery, constitutes a material breach of this Agreement and Company may prohibit Delivery Partner from using the Lalamove App.  Similarly, the Delivery Partner may be required to forfeit all or part of the agreed upon Shipment Delivery fee, have its account suspended or its access to the Lalamove App prohibited for other actions, inactions or omissions as determined by Lalamove, including, but not limited to for disputes with Users, suspected fraud, loss of items, no shows, delivery of prohibited items or other in appropriate conduct, all of which will constitute material breach of this Agreement.  The Company’s actions with respect to this section does not limit any other remedies or indemnities the Company or User may be entitled to under this Agreement, or any other Agreement between the parties or at law.  If Delivery Partner disputes responsibility for a Shipment Delivery failure, Delivery Partner must immediately notify the Company in writing by submitting a report to support.us@lalamove.com. 

    1. EQUIPMENT

    Delivery Partner acknowledges that aside from the Lalamove App, it is responsible for providing all of the equipment necessary to perform the Shipment Deliveries.  This includes having an appropriate vehicle, safety mechanisms, loading/unloading equipment capabilities, tools, toll tags, office supplies, phones, computers, etc.  Additional requirements regarding vehicle condition are stated in the Appendix.  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 law, Delivery Partner assumes all risk of damage or loss to its equipment. 

    Delivery Partner is responsible for all costs and expenses arising from Shipment Deliveries, including fuel, maintenance, equipment, tools, etc.  Delivery Partner will be reimbursed by User for parking fees and tolls related to the Shipment Delivery.

    Delivery Partner is not required to purchase, lease or rent any products, equipment or services from Company as a condition of doing business with Company or entering into this Agreement.

    1. NO BENEFITS

    It is understood that Delivery Partner is not an employee of Company and that Delivery Partner is not entitled to, and does not expect, any benefits from Company.  Delivery Partner agrees that it will be solely responsible for providing its own medical insurance, automobile insurance, liability insurance, all other applicable insurance, unemployment insurance, workers compensation coverage, and retirement funding, to the extent necessary.

    Delivery Partner acknowledges that Delivery Partner will receive an IRS Form 1099-MISC or 1099-K or other IRS required documentation for any payments Delivery Partner receives from the Company to the extent such payments qualify for IRS reporting.  Delivery Partner warrants and represents that it will be solely response for payment of all taxes and insurance required under the law.  The Company will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes related to Delivery Partner’s work. 

    1. PAYMENT

    Delivery Partner acknowledges that Users – not the Company - are responsible for paying all charges and fees associated with the Shipment.  Once a User submits an order, the Company will charge the payment card account User has provided in an amount equal to 100% of the applicable standard charges, additional charges, tax and any additional gratuity (“a Tip”) to the Delivery Partner or its driver the User desires. The Company reserves the right to change its prices charged at any time, at its discretion.  Delivery Partner understands that any or all fees can be refunded if User believes the delivery was not satisfactorily completed.  Delivery Partner acknowledges and agrees that any payment received by the Company is due to the information service provided by the Lalamove App. 

    Delivery Partner acknowledges that any payment by User is made electronically and processed by a third party and deposited into the Company’s account.  By entering into this Agreement, Delivery Partner waives and releases any claim against Company with respect to any acts, omissions or errors by the third party.  The Company has sole discretion to determine the third-party processing company.  Delivery Partner hereby also authorizes the Company to share all necessary information belonging to Delivery Partner and/or its assign/subcontractor/employee necessary to facilitate payment via the third party processor, including, but not limited to, payment card information, social security numbers and e-wallet information. After the payment is deposited in the Company’s account, Delivery Partner may submit a request to “cash out” a minimum amount of money from their driver wallet via the Lalamove App.  The Company will then review the request for “cash out” and, if approved, will transfer the requested amount to Delivery Partner via ACH transfer.  All such transfers are subject to the terms and conditions of the Company’s “cash out” process.  By signing this Agreement or using the Lalamove App, Delivery Partner consents to this payment process. 

    Further payment provisions and charge schedules for Delivery Partner can be found in the Lalamove App or Terms of Service.    

    1. INTELLECTUAL PROPERTY RIGHTS

    Company alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Lalamove App, technology platform, software and the Services. This Agreement does not constitute a sale and does not convey to Delivery Partner (or its drivers) any rights of ownership in or related to the Lalamove App, technology platform, software and the Services, or any intellectual property rights owned by Company. Company names, Company logos, and the product names associated with the Applications, technology platform, software and the Services are trademarks and/or intellectual property of Company or third parties, and no right or license is granted to use them. Delivery Partner (and its drivers) agree that it will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Applications, technology platform, software and the Services.  Any malicious or unauthorized use of the Lalamove App, including, but not limited to, scalping orders, using plug-ins, reverse engineering the Lalamove App, and using the Lalamove App for unintended and/or unauthorized purposes is strictly prohibited and will constitute a material breach of this Agreement. 

    1. INDEMINFICATION

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

    Delivery Partner agrees to defend, indemnify and hold harmless Company, as well as its past and present successors, assigns, 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 (or Delivery Partner’s agent’s, employee’s or subcontractor’s) (i) breach of this Agreement; (ii) conduct with respect to the Lalamove App, technology 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 users of the Lalamove platform, 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) all costs associated with Delivery Partner’s business, including, but not limited to, employee wages, salaries, insurance, equipment, employee lawsuits, employees claims of liability, etc..; (viii) 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; (ix) wrongdoing, violation of policy, violation of law or other misconduct and (x) failure or alleged failure to pay all required taxes, withholding, insurance contributions or premiums (including but not limited to unemployment compensation and workers compensation) - whether asserted by Delivery Partner, a private third party or by a governmental entity.  Under Delivery Partner’s duty to defend throughout this Agreement, Company shall be entitled to use its own chosen counsel. 

    Delivery Partner agrees to perform Shipment Deliveries in compliance with all applicable federal, state and local laws and regulations and shall defend, indemnify and hold harmless Company for any violation or alleged violation by Delivery Partner (or Delivery Partner’s agents, employees or subcontractors) of any such laws.  The Company reserves the right to lock-out, suspend or terminate access to the Lalamove App for a Delivery Partner for any violations of this Agreement or any other conduct deemed inappropriate by the Company.  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 Company from all costs, penalties, back taxes, damages and attorney’s fees associated with such a determination. Under Delivery Partner’s duty to defend throughout this Agreement, Company shall be entitled to use its own chosen counsel. 

    Delivery Partner further agrees and acknowledges that it will not and cannot hold Company liable for any issues beyond the Company’s direct control, including any acts of god, loss of power, disruption of power, shutdown or technical difficulties with the Lalamove App, system maintenance, failure of other cellular reception, failure of other service providers, failure of GPS functions, failure of other company applications, 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 the Company’s direct control. 

    1. TERMINATION OF SERVICES

    Delivery Partner may stop using the Services at any time.  Company 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 Company’s other rights or remedies.  The provisions of this Agreement shall survive any termination of services.  Nothing in this provision provides Company 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 Lalamove App. 

    1. ARBITRATION AGREEMENT

    PLEASE READ THIS SECTION CAREFULLY.  IT AFFECTS YOUR RIGHTS AND REMEDIES AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW DISPUTES BETWEEN YOU AND COMPANY ARE RESOLVED. 

    Applicable Law: Except to the extent inconsistent with or preempted by federal law, these terms are governed by and construed and enforced in accordance with the internal laws of the State of Delaware, consistent with the Federal Arbitration Act, without giving effect to the principles of conflicts of laws of such state, and are binding upon the parties hereto in the United States and worldwide.  Delivery Partner and Company agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these terms.

    Prohibition of Class and Representative Actions: DELIVERY PARTNER AND COMPANY (INCLUDING ALL PARENTS, SUBSIDIARIES, AFFILIATED ORGANIZATIONS AND EMPLOYEES) AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE ACTION OR PROCEEDING.

    Agreement to Arbitrate: Delivery Partner and Company agree that any dispute between Delivery Partner and the Company (including its parent, subsidiary, affiliate, and/or employee) arising from or relating to Delivery Partner’s and Company’s relationship, Delivery Partner’s use of the Lalamove App, provision of delivery services, or any other matter or conflict reflected in this Agreement, including, but not limited claims regarding the interpretation, breach, termination, validity or enforceability of this Agreement (collectively, “Covered Disputes”) will be resolved exclusively through final and binding arbitration administered and conducted by the American Arbitration Association (“AAA”) in accordance with its rules (specifically its rules and procedures for consumer-related disputes) in effect on the date thereof (“AAA Rules”). 

    Arbitration Procedures: Prior to initiating any legal action, the initiating party will give the other party at least 60 days’ advanced written notice.  Company will provide such notice by email to the email address associated with Delivery Partner’s Account and Delivery Partner must provide such notice to Company by email at support.us@lalamove.com.  If, after the 60-day notice period ends, either Delivery Partner or Company decide to initiate arbitration, the initiating party must provide the other party with a Demand for Arbitration as specified in the AAA Rules. 

    The AAA’s Rules govern all filing, administration and arbitrator fees.  If, however, Delivery Partner is able to demonstrate that the costs of arbitration are prohibitive for Delivery Partner as compared to the costs of litigation, Company will pay as much of the filing, administration and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive for Delivery Partner.  If the arbitrator determines that any claim Delivery Partner asserts in the arbitration is frivolous or brought for an improper purpose, Delivery Partner agrees to reimburse Company for all fees associated with the arbitration that Company paid on Delivery Partner’s behalf which Delivery Partner otherwise would be obligated to pay under the AAA Rules.

    A single arbitrator will be selected in accordance with the AAA Rules.  The arbitration shall be conducted in English.  Any arbitration shall be held in the county in which Delivery Partner resides or at another mutually agreed upon location.  If the value of the relief sought is $10,000 or less, Delivery Partner or Company may elect to have the arbitration conducted by telephone or based solely on written submission, which election shall be binding on Delivery Partner and Company subject to the arbitrator’s discretion to require an in-person hearing, if the circumstances so warrant.  In cases where an in-person hearing is held, Delivery Partner or Company may attend by telephone, unless the arbitrator requires otherwise. 

    Subject to the limitations of liability contained in this Agreement, the arbitrator will have the power to grant whatever relief would be available in court under law or in equity and any award of the arbitrator will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.  The arbitrator will not, however, have the power to award punitive or exemplary damages, the right to which each party hereby waives.  The arbitrator will apply applicable law and the provisions of this Agreement, and the failure to do so will be deemed an excess of arbitral authority and grounds for judicial review.  The arbitrator’s decision must be with written explanation and remain confidential.

    If any provision of the agreement to arbitrate is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced (but in no case will a class, representative or private attorney general arbitration be permitted).  Regardless of any statute or law to the contrary, notice on any Covered Dispute must be made within one (1) year after such claim arose or be forever barred.  For purposes of this section, the terms of this Agreement and related transactions are subject to and governed by the Federal Arbitration Act, 9 U.S.C. sec. 1-16 (FAA).

    Opt-Out Procedures: You may choose to opt-out of these arbitration provisions by sending a written notice (“Opt-Out Notice”) within 30 days after the date you accept the terms of this Agreement for the first time.  You may send your Opt-Out Notice by mail or hand delivery to 2919 Commerce Street, Suite 303, Dallas, Tx, 75226 or by email from the email address associated with your Account to support.us@lalamove.com (with “Opt-Out of Agreement to Arbitrate” in the subject line).  Your Opt-Out Notice must include your full name and clearly indicate your intent to opt-out of the arbitration provisions.

    Amendments: If Company amends these arbitration provisions after the date on which you first agreed to these terms, you may reject the changes to the arbitration provisions by sending a written notice (“Rejection Notice”) within 30 days after the Effective Date of the terms containing the changes.  You may send your Rejection Notice by mail or hand delivery to 2919 Commerce Street, Suite 303, Dallas, Tx, 75226 or by email from the email address associated with your Account to support.us@lalamove.com (with “Rejection of Agreement to Arbitrate” in the subject line).  Your Rejection Notice must include your full name and clearly indicate your intent to reject changes to the arbitration provisions.  After your rejection of changes is effective, you will resolve any Covered Dispute in accordance with the provisions of the arbitration provisions in effect prior to the date the rejected amendment was first distributed to Delivery Partner.

    Judicial Forum for Disputes: In the event that the arbitration provisions described above are found not to apply to Delivery Partner or to a particular dispute or claim, either as a result of Delivery Partner’s decision to opt out of these provisions or as a result of a decision by the arbitrator or a court order, Delivery Partner and Company agree that any dispute or claim that has arisen or may arise between Delivery Partner and Company must be resolved exclusively in the state or federal courts of the State of Delaware.  Delivery Partner and Company agree to submit to the personal jurisdiction of the state or federal courts of the State of Delaware. 

    Disputes Outside the United States: By agreeing to these terms, Delivery Partner explicitly agrees that any claims or actions that Delivery Partner may otherwise have against Company under the laws of any jurisdiction outside the United States are hereby waived, including any claim or action under the laws of Delivery Partner’s own country, and that Delivery Partner’s sole location and applicable law for any disputes is in the United States according to the terms of this agreement to arbitrate.  THIS PROVISION DOES NOT APPLY IF YOU ARE A CONSUMER RESIDING IN A JURISDICTION THAT REQUIRES US TO USE A LEGALLY COMPETENT COURT OF THE JURISDICTION IN WHICH YOU RESIDE.

    1. MODIFICATIONS

    The Company reserves the right to change the terms of this Agreement from time to time.  In the event of such a modification, the Company will notify you by revising the date at the top of the policy 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 periodically to stay informed about our practices.  Whenever we make changes to these terms, they are effective when the revised terms are posted unless we notify you otherwise.  If you continue to use the Lalamove App or engage in providing Shipment Deliveries through the Lalamove App, then you will be deemed to have accepted the changes to these terms. 

    1. SEVERABILTY

    Any provision of this Agreement 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. 

    1. ENTIRE AGREEMENT

    This Agreement constitutes the entire agreement and understanding between the parties related to the Delivery Partner’s relationship to the Company.  This Agreement will be read in conjunction with the parties Terms of Use Agreement and Privacy Policy. 

    1. NO WAIVER

    The failure of Company or Delivery Partner in any instance to insist upon a strict performance of the terms of this Agreement 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.

    1. E-SIGN DOCUMENTS

    You also consent to the use of an electronic record to document your agreement with Company.  You may withdraw your consent to the use of the electronic record by emailing Company at support.us@lalamove with “Revoke Electronic Consent, [City Name]” in the subject line. 

    1. GOVERNING LAW

    This Agreement shall be governed by and construed in accordance with the laws of Delaware and shall be interpreted in accordance with applicable federal and state laws, rules and regulations.

    1. SUCCESSORS

    This Agreement may not be assigned by either party hereto without the prior written consent of the other party, provided however, that: (i) Company may assign this Agreement to any subsidiary or affiliate of Company provided that such subsidiary or affiliate execute an agreement agreeing to be bound by the terms and conditions hereof; and (ii) in the event of any merger, consolidation, sale or other transfer of assets or business of Company, or any substantial part thereof, to or with another entity, Company may assign this Agreement to such new entity provided that such entity execute an agreement agreeing to be bound by the terms and conditions of this Agreement. 

    1. CAPTIONS

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

    ADDENDUM

     

     

    SIGNAGE

    Delivery Partner agrees that it may be required to install a sticker or wear a badge by the Company.  Delivery Partner and Company agree that the aim for any signage sticker or badge is for the Delivery Partner and/or driver to identify themselves as Delivery Partners working with the Company and to promote each other’s business and relationship as collaborators.  To the extent Delivery Partner uses any Company signage or sticker, Delivery Partner agrees that it will only use Lalamove signage or stickers approved by the Company and will maintain such signage or sticker in good condition.  Use of any unauthorized Lalamove signage or stickers is strictly prohibited and will constitute a breach of this Agreement.  Delivery Partner will be responsible for safely and correctly installing or visiting a Lalamove approved site for installation for signage or sticker and maintain it in good condition.  Delivery Partner agrees that any installation of any signage or sticker will comply with all applicable safety requirements and/or laws and that it will not be installed in a way to obscure Delivery Partner’s vision while driving.  Delivery Partner agrees that failure to comply with these requirements constitutes a material breach of the Agreement. 

     

    VEHICLE CONDITION.

    Delivery Partner warrants and represents that it will use vehicles in good operating condition and compliant with all existing federal, state and local laws or regulations.  As such, Delivery Partner commits that it shall not use any vehicle older than 20 years of age from the date of manufacturing.  Delivery Partner commits that it shall not use any vehicle that shall appear either on the outside or in the inside to be excessively worn or otherwise in a state of disrepair.  Delivery Partner further agrees that it shall be responsible for the condition and maintenance of its vehicle.  Delivery Partner will insure, prior to accepting a Shipment opportunity on the Lalamove App, that it and its vehicle is in sufficient condition to execute and complete the Shipment Delivery.  Delivery Partner agrees that failure to comply with these requirements constitutes a material breach of the Agreement.