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Delivery Driver Independent Contractor

Location:
Montgomery, AL
Posted:
April 28, 2023

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INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (“Agreement”) is made and entered into by and between you, the undersigned independent contractor engaged in the business of performing the delivery services contemplated by this Agreement (“Contractor”), and Delivery Logistics, LLC (“Company”). PLEASE READ THIS INDEPENDENT CONTRACTOR AGREEMENT CAREFULLY. THIS AGREEMENT PROVIDES THAT ALMOST ALL DISPUTES BETWEEN CONTRACTOR AND COMPANY ARE SUBJECT TO BINDING ARBITRATION AS WELL AS A WAIVER OF CLASS ACTION RIGHTS AND ANY RIGHT TO A JURY TRIAL AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW. BY ENTERING THIS AGREEMENT, YOU GIVE UP YOUR RIGHT SUE IN COURT, HAVE YOUR CLAIMS HEARD BY A JURY, AND TO BE PART OF A CLASS OR COLLECTIVE ACTION, TO RESOLVE THESE DISPUTES, AS EXPLAINED IN MORE DETAIL IN THAT SECTION. RECITALS

WHEREAS, Company and clients (individually “Client” and collectively “Clients”) have entered into an agreement whereby Company shall provide delivery service to Client, which is a company that provides an online marketplace connection using web-based technology that connects contractors, restaurants, and consumers (“Client Platform”). The Client Platform permits registered consumers to place orders for food and/or other goods from various restaurants. Once such orders are made, the Client Platform notifies Contractors that a delivery opportunity is available, and the Client Platform facilitates completion of the delivery; and

WHEREAS, Contractor is an independent delivery services provider in the geographic locations in which Company operates. Contractor possesses all equipment and personnel necessary to perform the delivery services contemplated by this Agreement in accordance with applicable laws; and WHEREAS, Contractor desires to enter into this Agreement for the right to accept delivery opportunities made available through the Client Platform; and

WHEREAS, this Agreement governs the relationship between Company and Contractor and establishes the Parties’ respective rights and obligations. In exchange for the promises contained in this Agreement, Contractor shall have the right to perform the “Contracted Services” as defined herein. NOW THEREFORE, in consideration of the above, as well as the mutual promises described herein, Company and Contractor (individually, a “Party”, and collectively the “Parties”) agree as follows: I. SERVICES

A. From time to time, the Client Platform will notify the Contractor of the opportunity to complete deliveries from restaurants to consumers in accordance with orders placed by consumers through the Client Platform (each of these is referred to as a “Delivery Opportunity”). For each Delivery Opportunity accepted by Contractor (“Contracted Service”), Contractor agrees to deliver the order consistent with industry standards, including but not limited to the following: Document Ref: PDNVJ-YWHBF-5YHKQ-8UMRV Page 1 of 20 to be located within a reasonable distance of restaurants on the Client Platform when the Contractor chooses to provide Services.

to pick up each order at a restaurant with a delivery bag in a reasonable, timely, safe and professional manner, ensuring the order was accurately filled and complying with all reasonable identification or other requirements imposed by restaurants. to deliver each order to a customer with a delivery bag in a reasonable, timely, safe and professional manner, complying with all reasonable delivery instructions provided by the customer. Contractor agrees to promptly notify the client of any restaurant or customer issues, including without limitation any omissions or mistakes in any food order or in any delivery address provided. Company shall have no right to, and shall not, control the manner, method or means Contractor uses to perform the Contracted Services. Instead, the Contractor shall be solely responsible for determining the most effective, efficient, and safe manner to perform the Contracted Services, including determining the manner of pickup, delivery, and route selection.

Contractor understands and agrees that the parameters of each Contracted Service are established by the consumer, not the Company, and represent the end result desired, not the means by which Contractor is to accomplish the result. Contractor acknowledges that Company has discretion as to which, if any, Delivery Opportunity to offer, just as Contractor has the discretion whether and to what extent to accept any Delivery Opportunity.

B. Contractor understands (i) it is free to select those times it wishes to be available on the Client’s Platform to receive Delivery Opportunities; (ii) it is free to accept or reject the Delivery Opportunities transmitted through the Client Platform by consumers, and can make such decisions to maximize its opportunity to profit, provided however certain Clients may require that Contractor selects times Contractor wishes to be available in advance. (iii) certain Clients may have an auto-accept feature enabled on their Client Platform. Contractor may opt out of this feature by contacting adws06@r.postjobfree.com. (iv) Contractor has the sole right to control the manner in which deliveries are performed and the means by which those deliveries are completed; and that Contractor will generally be free to provide or not provide Contracted Services at any time or for any extended period of time, provided, however that in the event Contractor does not provide its first Service within forty-five (45) days of execution of this Agreement, Company reserves the right to automatically terminate the Agreement without notice to Contractor; and (v) that Contracted Services may be performed by Contractor’s approved employees. Nothing in this Agreement requires Contractor to perform any particular volume of Contracted Services during the term of this Agreement, and nothing in this Agreement shall guarantee Contractor any particular volume of business for any particular time period. If Clients deem it necessary, Contractor will be required to maintain a minimum acceptance rate for Delivery Opportunities during times Contractor has decided to provide Contracted Services. If Contractor does not meet this standard, Contractor can be subject to deactivation from the platform at Company's sole discretion.

Contractor Acknowledgement:

Document Ref: PDNVJ-YWHBF-5YHKQ-8UMRV Page 2 of 20 C. Client’s Mobile Driver Application: Contractor acknowledges that the performance of Contracted Services requires the use of the Client’s proprietary mobile application (the “Driver App”), and that if Contractor cannot access or utilize the Driver App, Contactor will not be able to perform Contracted Services. Contractor must consent to any Driver App terms of use applicable at the time Contractor accesses and uses the Driver App. Any violation of such terms of use may result in termination of this Agreement. Contractor is prohibited from taking any action to circumvent the requirements or processes of the Driver App, including but not limited to attempting to modify the Driver App or attempting to or preventing the Driver App from reporting Contractor’s geolocation. Contractor is responsible for all any and all activity associated with Contractor’s Driver App account and is responsible for keeping Contractor’s Driver App account information, including email address, passwords and banking PIN number strictly confidential. Contractor agrees to promptly notify the Company if account information or passwords are lost, stolen, or otherwise compromised. Company or its clients will never ask for any passwords or banking PIN numbers and this information should never be shared. Any breaches related to Contractor sharing personal information could result in theft of earnings from Contractor’s Driver App account and would not be the responsibility of the Company. If there are technical issues with the Driver App, Contractor is responsible for promptly notifying Company, and Company may prohibit Contractor from performing Contracted Services until the Driver App is functional. If the Contractor notices suspicious activity when delivering on the ClientPlatform or other technical issues with the Driver App, Contractor is responsible for promptly notifying Company, and Company may suspend Contractor from performing Contracted Services until the issues are resolved. Contractor Acknowledgement:

D. Communication: Contractor authorizes Company and Client, during the course of a Contracted Service, to communicate with Contractor (via phone, IM, text or other mode of communication), consumer, and/or restaurant to assist Contractor, to the extent permitted by Contractor, in facilitating deliveries. However, under no circumstances shall Company or Client be authorized to control the manner or means by which Contractor performs delivery services.

Contractor agrees to use the Driver App to communicate order status with restaurants and/or consumers, including acceptance of Delivery Opportunities, arrival at restaurant, receipt of food and completion of delivery. Contractor acknowledges that the Driver App may be updated periodically, and the type and timing of communications may change.

Contractor should ensure that communications (e-mail, phone calls and texts) from Company and its Clients are whitelisted and not blocked or going to a spam-filter. Contractor acknowledges that its failure to report service failures, failure to answer communications from Company and/or marking a delivery complete in the Driver App without/before delivering it to the customer will be flagged as suspicious activity and be investigated.

Contractor Acknowledgement:

E. Service Failures: A “Service Failure” is defined as (i) a failure to fully perform any Contracted Service in accordance with the standards set forth in this Agreement, (ii) any violation of applicable law or regulation when performing Contracted Services, whether or not such violation resulted in legal action, (iii) any action or omission which negatively impacts the Client’s reputation or its relationship with its restaurants or Document Ref: PDNVJ-YWHBF-5YHKQ-8UMRV Page 3 of 20 customers or that threatens the safety of restaurants, customers or the general public while performing Contracted Services. If there is a Service Failure due to Contractor’s action or omission, Contractor shall forfeit all or part of the agreed upon fee for that service. If Contractor disputes responsibility for a Service Failure, the dispute shall be resolved pursuant to the “Payment Disputes” provision below. Company may also withhold fees for any Contracted Service or may change or restrict Contractor’s access to the Driver App while investigating a possible Service Failure or suspected fraud. It is agreed that Company may cancel a delivery or a portion of a delivery without penalty upon electronic notice to Contractor through the Driver App (as defined below); however, if a Delivery Opportunity is accepted, Contractor is contractually bound to complete the Contracted Services in accordance with all consumer specifications and the terms laid out in this Agreement. Contractor retains the right to perform services for others (including businesses that compete with Company or Client, even when Contractor is logged into the Driver App), provided that such competing services performed while Contractor is logged into the Driver App do not hinder Contractor’s performance of the Contracted Services. Contractor acknowledges that failure to immediately proceed to completing an accepted order can result in untimely delivery to the customer. The Company has the right to remove Contractor from any order if the Contractor is making decisions that result in untimely orders, and order compensation will be forfeited in those situations. Contractor Acknowledgement:

H. Privacy Policy: Company has a Delivery Partner Privacy Policy which explains how Company collects, uses, discloses, and otherwise processes personal information in connection with our platform or any other interactions you have with Delivery Logistics as a Contractor. That policy is located at https://www.deliverylogistics.io/privacy-policy and is incorporated herein by reference, as the same may be modified from time to time.

Contractor shall not retain, use or disclose any personal information of a Client’s customer for any purpose other than providing Services under this Agreement, including for any commercial purpose or any purpose outside the business relationship of the parties. Contractor shall delete any personal information of a customer in its personal possession outside of the Driver App immediately after provision of the relevant Contracted Service.

II. REPRESENTATIONS AND WARRANTIES

A. Contractor represents and warrants that it (i) is an independently established business that provides delivery services, and that it satisfies all legal requirements necessary to perform the services contemplated by this Agreement; (ii) it or its drivers are at least 18 years of age and has/have active vehicle insurance coverage, a valid driver’s license and all driver information (including but not limited to social security number, driver’s license number and driver’s licenses) presented to Company are true and correct. B. Background Check: To perform Contracted Services, Contractor must, for the safety of consumers on the Client Platform, pass a background check administered by a third-party vendor, subject to Contractor’s lawful consent. Contractor acknowledges that it or its drivers have a safe driving record; and it or its drivers has/have not been convicted of a crime reasonably likely to negatively impact its ability to perform Document Ref: PDNVJ-YWHBF-5YHKQ-8UMRV Page 4 of 20 the Contracted Services, including but not limited to any crimes relating to violence, weapons, crime of dishonesty, fraud or any sex-related crimes or similar crimes. Contractor expressly consents that from time to time, the Company may independently verify contractor’s identification documents (ie. drivers license and social security card). Additionally, the company may review the status of their driver’s license (or of those individuals it employs) for purposes of providing Contracted Services under this Agreement.

Company reserves the right to change or restrict Contractor’s access to the Driver App, either temporarily or permanently, or terminate Contractor, if contractor (or its employees) driving record materially changes, or if their driver’s license is currently suspended or revoked. Additionally the Company reserves the right to terminate this Agreement if any of these representations and warranties cease to be true, including the discovery that any driver information is stolen, false or fraudulent. Contractor Acknowledgement:

III. RELATIONSHIP OF PARTIES

A. The Parties acknowledge and agree that this Agreement is between two independent business enterprises that are separately owned and operated. The Parties intend this Agreement to create the relationship of principal and independent contractor and not that of employer and employee. The Parties are not employees, agents, joint venturers, or partners of each other for any purpose. The Contractor acknowledges and agrees that it is a separate business which is solely and completely in control of its own operations, including the opportunities provided under this Agreement. The Contractor acknowledges that it is not economically dependent on the Company. Neither Party shall have the right to bind the other by contract or otherwise except as specifically provided in this Agreement. B. Company shall report all payments made to Contractor on a calendar year basis using an appropriate IRS Form 1099, if the volume of payments to Contractor qualifies. Contractor agrees to report all such payments and any cash gratuities to the appropriate federal, state and local taxing authorities. C. Contractor is not to transact business, incur obligations, sell goods, receive payments, solicit goods or services, enter into any contract, or assign or create any obligation of any kind, express or implied, on behalf of Company or any of its related or affiliated entities (including parents and subsidiaries), or to bind in any way whatsoever, or to make any promise, warranty, or representation on behalf of Company or any of its related or affiliated entities (including parents and subsidiaries) regarding any matter, except as expressly authorized in this Agreement or in another writing signed by an authorized officer of Company. Contractor shall not attempt to divert a Client’s restaurant partner to another third-party delivery service or directly to Contractor. Further, Contractor shall not use Client’s trade names, logos, trademarks, service names, service marks, or any other proprietary designations without Client’s prior written approval. D. Company may provide promotional materials which are intended to be distributed to the public during Contractor’s provision of Contracted Services. Contractor acknowledges that while distributing promotional materials is optional, the Company may offer incentive opportunities to increase participation. The promotional materials provided by the Company are owned by the Company and are its copyrighted Document Ref: PDNVJ-YWHBF-5YHKQ-8UMRV Page 5 of 20 materials and may not be used by the Contractor for any purpose other than as provided under this Agreement.

Contractor Acknowledgement:

IV. PAYMENT FOR SERVICES

A. Unless notified otherwise by Company in writing or except as provided herein, Contractor will receive payment per Contracted Service completed in the amount listed on the Driver App for such service. Company shall determine the payment amount to be provided to Contractor for each completed Contracted Service. Contractor acknowledges that it is not entitled to compensation if a delivery accepted by the Contractor is canceled before the Contractor completes the order. B. The Client’s online credit card software may permit consumers to add a gratuity to be paid to Contractor, and consumers can also pay a gratuity to Contractor in cash. Contractor shall retain 100% of any gratuity paid by the consumer, whether by cash or credit card, less the applicable credit card and administrative processing fee (unless otherwise prohibited by law). Company is not required to collect any minimum gratuity from consumers using the Client Platform. Contractor acknowledges that it bears the risk that a customer might not tip for the services contractor provided or tip at a rate less than expected. C. Company will pay the Contractor via direct deposit on a bi-weekly basis unless it notifies the Contractor otherwise in writing. Contractor acknowledges direct deposit accounts are required to receive payment under this Agreement. The Contractor must provide the Company with their account and routing number and are responsible for keeping this information updated through the Company’s payment platform. D. From time to time, Company may offer opportunities for contractors to earn more money for performing Contracted Services at specified times or in specified locations. Incentive opportunities vary by driver and location. Company reserves the right to change any bonus, guarantees, or incentives at any time, with/without notice to the Contractor. Nothing prevents the Parties from negotiating different payments, and the Contractor is free to accept or deny any such opportunities to earn different additional payments. Contractor Acknowledgement:

V. PAYMENT DISPUTES

A. Contractor’s Failure: If there is a Service Failure, the Contractor is not entitled to payment. Any payment withheld will be based upon proof by the consumer, restaurant, Contractor, or any other party with information relevant to the dispute. Company will make the initial determination as to whether a Service Failure was the result of Contractor’s action/omission. Contractor may challenge Company’s determination through any legal means contemplated by this Agreement; however, Contractor shall notify Company in writing to Delivery Logistics, LLC, Attn: Legal Department, 214 Jefferson Street, Suite 200, Lafayette, LA 70501 or email us at adws06@r.postjobfree.com of the challenge and provide Company the Document Ref: PDNVJ-YWHBF-5YHKQ-8UMRV Page 6 of 20 opportunity to resolve the dispute. Contractor should include any documents or other information in support of his or her challenge.

B. Company’s Failure: If Company fails to remit timely or accurate payments, Contractor may seek proper payment by any legal means contemplated by this Agreement and, should Contractor prevail, will be entitled to recover reasonable costs incurred in pursuing proper payment, provided, however, Contractor shall first inform Company in writing to Delivery Logistics, LLC, Attn: Legal Department, 214 Jefferson Street, Suite 200, Lafayette, LA 70501 of the failure and provide a reasonable opportunity for Company to cure it.

VI. PERSONNEL

A. Eligibility Requirements: Contractor is not required to perform any Contracted Services personally, but may, to the extent permitted by law and subject to the terms of this Agreement, hire or engage employees to perform all or some of the Contracted Services, provided any such employees meet all the requirements applicable to Contractor including, but not limited to, the background check requirements that Contractor must meet in order to perform Contracted Services. If a Contractor furnishes its own employees

(“Personnel”), the Contractor is solely responsible for the direction and control of Personnel it uses to perform all Contracted Services. Contractor acknowledges that despite having multiple Personnel, only one driver account shall be available for each Contractor regardless of the number of Personnel. B. If Contractor uses the services of any Personnel to perform the Contracted Services, Contractor’s Personnel must satisfy and comply with all of the terms of this Agreement, which Contractor must make enforceable by written agreement between Contractor and such Personnel. A copy of such written agreement must be provided to Company at least seven days in advance of such Personnel performing the Contracted Services. The Company reserves the right in its sole discretion to request the Contractor to refrain from assigning service requests to a particular Personnel within their business. The Parties acknowledge that the sole purpose of this requirement is to ensure Contractor’s compliance with the terms of this Agreement.

C. Contractor Responsibility: Contractor assumes full and sole responsibility for the payment of all amounts due to its Personnel for work performed in relation to this Agreement, including all wages, benefits, and expenses, if any, and for all required state and federal income tax withholdings, unemployment insurance contributions, workers compensation premiums, and social security taxes as to Contractor and all Personnel employed by Contractor in the performance of Contracted Services under this Agreement. D. Company Responsibility: Company shall have no responsibility for any wages, benefits, expenses, or other payments due Contractor’s Personnelnor will the Company have the authority to withhold state or federal income taxes, social security taxes, unemployment insurance taxes/contributions, or any other local, state or federal tax on behalf of Contractor or its Personnel. Neither Contractor nor his or her Personnel shall receive any wages or paid time off from Company, nor shall they participate in any employee benefit plans available to Company’s employees.

Document Ref: PDNVJ-YWHBF-5YHKQ-8UMRV Page 7 of 20 VII. EQUIPMENT AND EXPENSES; PROFESSIONAL APPEARANCE A. Contractor represents that it has or can lawfully acquire its own equipment, including: (i) a data-enabled smartphone with data plan (wi-fi only data access is not sufficient), (ii) vehicle, and (iii) delivery bags

(unless otherwise required by law) (collectively, “Equipment”) for performing the Contracted Services. Contractor acknowledges that it is solely responsible for ensuring that its vehicle used conforms with and is operated consistent with applicable law.

B. Contractor agrees to maintain a professional appearance consistent with industry standards. At the request of a Client, Company may provide Contractors with up to two (2) T-shirts to wear when providing services on the Client Platform. Clients may require these shirts be worn when delivering on their platform so contractors can be identified by partners and consumers as an authorized delivery driver of the Client. Contractor is not required to lease, or rent any products, equipment or services from Company or Client as a condition of doing business with Company or entering into this Agreement. Company may offer to lease or sell certain equipment (ie. company branded delivery bags), but the Parties acknowledge and agree that the Contractor is under no obligation to lease or purchase such equipment. C. Except as otherwise required by law, the Contractor assumes all risk of damage or loss to its Equipment. The Contractor agrees that it is responsible for all costs and expenses arising from Contractor’s performance of Contracted Services, including, but not limited to, costs related to Contractor’s Personnel, equipment, taxes, fines and/or fees that in incurs arising out of or relating to the services it provides to the Company

(including but not limited to income tax, sales tax, user and parking fees, traffic and parking citations, business taxes and license fees, self-employment, employment taxes, etc.). Furthermore, the Contractor is responsible for obtaining and renewing any business licenses if required for jurisdictions in which it will provide delivery services.

D. Contractor shall not seek reimbursement from the Company for any of its own operational expenses including but not limited to gas, mileage, traffic or parking tickets, auto repairs, costs for the purchase or use of a reliable smartphone with text messaging and email capability, and/or the costs associated with establishing and paying for cellular phone service. Contractor Acknowledgement:

VIII. INSURANCE

A. Contractor agrees, as a condition of doing business with Company, that during the term of this Agreement, Contractor will maintain current insurance, in amounts and of types that meet industry standards, cover the provision of Contracted Services and as required by any applicable law to provide the Contracted Services (including minimum coverage amounts) at its own expense. The Company shall be notified of any material change to the contractors (and its employees) driving records, driver’s license, and insurance policies and coverage during the term of this Agreement. Contractor acknowledges that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of this Agreement and shall result in the termination of the Agreement and the loss of Contractor’s right to accept Delivery Opportunities.

Document Ref: PDNVJ-YWHBF-5YHKQ-8UMRV Page 8 of 20 B. Contractor agrees to provide Company, upon request, current certificates of insurance as proof of coverage. Contractor agrees to provide updated certificates each time Contractor purchases, renews, or alters Contractor’s insurance coverage. Contractor agrees to give the Company at least thirty (30) days’ prior written notice before cancellation of any insurance policy required by this Agreement. C. All contractors partnered with Delivery Logistics are automatically enrolled in an Occupational Accident Policy with Blue Star. This insurance specifically provides a set of medical benefits to our contractors related to any accidents suffered while completing deliveries for Delivery Logistics. More information on this policy including cost and claim management can be found at: https://drivers.deliverylogistics.io/occupationalaccidentpolicy. D. While passengers are able to be in the vehicle with the Contractor while providing delivery services on Clients’ platforms, only the Contractor is authorized to operate the motor vehicle and engage with the Client’s restaurant partners and customers.

E. Contractor agrees that Contractor will not be eligible for workers’ compensation benefits through Company, and instead, will be responsible for providing Contractor’s own workers’ compensation or occupational accident (when allowed) insurance as required by law, except as otherwise provided in subsection c above..

Contractor Acknowledgement:

IX. INDEMNITY

A. Company agrees to indemnify, protect and hold harmless Contractor from any and all claims, demands, damages, suits, losses, liabilities and causes of action (“Claims”) arising directly from Company’s actions arranging and offering the Contracted Services to Contractor. B. Contractor agrees to defend, indemnify, protect and hold harmless Company, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees (“Company Indemnitees”), from any and all Claims arising directly or indirectly from, as a result of or in connection with, the actions of Contractor and/or its Personnel arising from the performance of Contracted Services under this Agreement, including any property damage (including to its vehicles or any property of third parties), any personal injury or death to any person (including to Contractor and/or its Personnel), as well as any liability arising from Contractor’s failure to comply with the terms of this Agreement. Contractor’s obligations hereunder shall include the cost of defense as incurred, including attorneys’ fees, as well as the payment of any final judgment rendered against or settlement agreed upon by Company or its parent, subsidiary and/or affiliated



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