Driver Partner Terms & Conditions

Last updated: August 13, 2025

IMPORTANT: PLEASE READ THESE DRIVER PARTNER TERMS CAREFULLY IN ITS  ENTIRETY.  

IN PARTICULAR, PLEASE REVIEW THE ARBITRATION AGREEMENT IN SECTIONS  17.1 – 17.12 OF THIS AGREEMENT WHICH CONTAINS A MANDATORY INDIVIDUAL  ARBITRATION AGREEMENT, WITH A CLASS ACTION WAIVER, THAT REQUIRES  THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE COVERED  DISPUTES, RATHER THAN JURY TRIALS OR COURT TRIALS. 

UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE, (1) YOU WILL ONLY  BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST  US THROUGH BINDING, FINAL ARBITRATION, WITH LIMITED EXCEPTIONS, AND  YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR  OTHER REPRESENTATIVE PROCEEDING OR CLASS-WIDE ARBITRATION; AND (2)  YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK  RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL. 

BY ACCEPTING THESE DRIVER PARTNER TERMS, YOU ACKNOWLEDGE THAT  YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS, INCLUDING SECTIONS 17.1 – 17.12, AS APPLICABLE, AND HAVE TAKEN THE TIME AND SOUGHT ANY  ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING  THIS AGREEMENT. 

YOU ACKNOWLEDGE YOUR ACCEPTANCE OF THESE DRIVER PARTNER TERMS BY REGISTERING TO BECOME A USER, ACCEPTING A DELIVERY SERVICES  OFFER, CLICKING A BOX INDICATING ACCEPTANCE, OR BY BROWSING OR  OTHERWISE USING THE PLATFORM. YOU WILL BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT REGISTER, BROWSE OR OTHERWISE USE THE PLATFORM.  

By agreeing to these terms and conditions, the parties agree:  

The Driver Partner operates as an independent contractor and seeks access to the  Platform for the purpose of identifying and accepting opportunities to perform Delivery  Services for users of the Platform.  

Live Oak Platform Logistics, LLC (“Company”, “we”, “us” or “our”) is a federally  licensed broker under U.S. DOT No. 4444613 and Docket No. MC01750635, that  connects individual drivers and business entities seeking to provide delivery and/or pickup  services (“Driver Partners”, “you” or “your”) to users in need of such services via a  proprietary online Platform.

Except as provided in the “Arbitration Agreement and Class Action Waiver” in Section 17 below, and with the exception of claims already asserted in arbitration, Company reserves  the right to change the Agreement at any time in our sole business discretion. It is your  responsibility to check the terms for changes.  

1. These Driver Partner Terms and Conditions (“Driver Partner Terms”) establish the  legally binding terms that govern your relationship with Company and your access to and  use of the Veho Driver Application (“Driver App”) and Platform (“Platform”), operated by  Company. By electing to download, install, access, or otherwise use the Platform— whether through our website (www.veho.com), any affiliated application (including the  Veho Driver App)—you (“Driver Partners”, “You,” “Your,” “Yourself,”) agree to be bound  by these Driver Partner Terms. These Driver Partner Terms along with any additional  terms, conditions, obligations, or documents referenced or incorporated herein, constitute  a binding legal agreement between you, Company, and other users of the Platform.  

1.1.Your continued access or use of the Platform signifies your acknowledgment,  understanding, and voluntary acceptance of these terms. 

1.2.Company has obtained a license from Veho Tech, Inc. to operate the Driver App  within your geographic region. Through the Driver App, Driver Partners access the  Platform—a legally recognized digital marketplace where Driver Partners can  access, review, and accept opportunities to transport goods in exchange for  compensation. As a federally authorized transportation broker, the Company  operates the Driver App and Platform in your geographic region for the purpose of  arranging for the transportation of goods. Company does not assume ownership  or title to any goods transported. By accepting these Driver Partner Terms, you are  granted a limited, revocable sub-license to access and use the Platform via the  Driver App to receive and respond to delivery requests from users of the Platform. 

1.3.For the purposes of these Driver Partner Terms: 

a) The term “Client” refers to any individual or entity that utilizes the Platform to  request the sourcing of independent service providers to perform delivery  services (“Delivery Services”), or on whose behalf such Delivery Services are  rendered. Delivery Services encompass both the time period during which the  services are performed and the transportation (both pickups and deliveries) of  personal property or goods. 

b) “Offers” are requests for Delivery Services that are made available on the Driver  App and Platform. Each Driver Partner may view and accept these Offers at  their sole discretion. 

2. A “Recipient” refers to any individual or entity that receives personal property or  goods through the provision of Delivery Services. These Driver Partner Terms are entered  into by and between Company and Driver Partner. These Driver Partner Terms, which include any supplemental agreements, addenda, and documents they expressly  incorporate by reference, govern your access and use of the Platform. 

2.1.You must read, agree to, and accept all of the terms and conditions contained in these  Driver Partner Terms in order to use the Driver App to access the Platform. By  browsing, using, signing up for, downloading, or otherwise accessing any part  of Veho’s Platform, or by clicking to accept or agree to the Driver Partner Terms  when this option is made available to you, you accept and agree to be bound  and abide by these Driver Partner Terms. If you do not want to agree to these Driver  Partner Terms, you must not browse, access or otherwise use Veho’s Platform. If you  are using Veho’s Platform on behalf of an organization, you represent that you have  the right to bind such organization to these Driver Partner Terms, and the terms “Driver  Partner” and “you” will include both you, the individual user, and such organization.  

2.2.This Platform is offered and available to Driver Partners who are 25 years of age or  older and maintain all the required authorizations, licensure and permits to operate  vehicles in the performance of the Delivery Services in California. By using this  Platform, you represent and warrant that you are of legal age to form a binding contract  with Company and meet all of the foregoing eligibility requirements. If you do not meet  all of these requirements in the Agreement, you must not access or use the Platform.  

3. Independent Contractor Relationship Between Company, Driver Partners and  Other Users of the Platform. 

3.1.Nothing in these Driver Partner Terms is intended or should be construed to create an employer-employee relationship, partnership, joint venture, joint employment  relationship, single or integrated enterprise or franchisor/franchisee relationship  between Company or any of its affiliated, parent, or subsidiary entities including, but  not limited to Veho, and/or Driver Partner. 

DRIVER PARTNER UNDERSTANDS AND AGREES THAT, IN PERFORMING  SERVICES OR ANY OBLIGATION UNDER THESE DRIVER PARTNER TERMS,  DRIVER PARTNER SHALL BE AND WILL REMAIN AT ALL TIMES AN INDEPENDENT CONTRACTOR IN FACT AND LAW AND NOT AN EMPLOYEE OF  Company, VEHO OR CLIENT.  

3.2.Driver Partner agrees that they will not take any position with respect to or on any tax  return or application for benefits, or in any proceeding directly or indirectly involving  Company that is inconsistent with Driver Partner being an independent contractor (and  not an employee) of Company. Driver Partner is not an agent of Company and Driver  Partner is not authorized and must not represent to any third party that Driver Partner  is authorized, to make any commitment or otherwise act on behalf of Company.  Similarly, as Driver Partner is simply accessing the Platform for the purposes of  identifying business opportunities, Driver Partner is a contractor and not an employee  of Company and will not represent otherwise. 

3.3.Driver Partners will provide all equipment, labor, and materials that may be needed to  perform any services pursuant to an engagement. Company will not provide any  equipment, labor, or materials that may be needed for performing services pursuant  to any engagement. Further, Driver Partners are responsible for determining whether  they require any licenses, permits, certificates, or other approvals to complete the  Delivery Services, and represent that they maintain such licenses, permits,  certificates, or other approvals while performing Delivery Services. Driver Partners  are solely responsible for determining which engagements they will choose to accept,  how frequently they accept engagements, the duration of the engagement acceptable to them, the terms of any counter proposal and the manner in which they will provide  the services sought. Company does not guarantee the Driver Partner any minimum amount of engagements. Driver Partner may, subject to availability, request additional  or more frequent engagements. Any such request shall be contingent upon the Driver  Partner’s continued compliance with all applicable federal, state, and local laws and  regulations, including, without limitation, any licensing, permitting, or other regulatory  requirements imposed by governmental authorities as a result of increased Delivery  Service capacity. Company reserves the right to verify such compliance and may  require documentation or other evidence demonstrating that all necessary  authorizations have been obtained and remain in good standing. Company facilitates  Client’s payment to Driver Partner by setting a fee for each route that a Driver Partner  may choose to accept. Company does not dictate the time of performance. Company shall not provide Driver Partner with any direction with regard to services provided and will have no control over the manner in which services are provided or the timing and  location of the provision of services. Company does not provide any uniforms to Driver Partners. Driver Partner has the right to determine the manner in which the Delivery  Services will be performed consistent with Driver Partner’s experience and specialized  skills.

3.4.When You accept an Offer through the Driver App, You acknowledge and agree that  the rate presented is fair and sufficient to cover all operational expenses associated  with performing the Delivery Service. These expenses include, but are not limited to:  liability insurance, fuel and fuel taxes, vehicle maintenance, oil and lubrication, tires,  permits, tolls, ferries, base plates, licenses, fines and penalties arising from Driver  Partner’s conduct, labor costs, and any other costs necessary to operate and maintain  the vehicle and equipment. Except for the offered rate, Company does not provide  reimbursement for any such expenses. By accepting the offer, the Driver Partner  affirms responsibility for all operational costs incurred in connection with providing  Delivery Services. 

3.5.Nothing in these Driver Partner Terms is intended to prohibit or discourage (nor should  be construed as prohibiting or discouraging) any Driver Partner from engaging in any  other business activities, services, or projects that are separate and distinct from any  business activities that Driver Partner may conduct through the Platform. Company expects Driver Partners provide similar services through other platforms and for other  parties. Company expressly acknowledges Driver Partner can earn income from other  sources and expects Driver Partner will do so. To avoid confusion about Driver Partner affiliations, Driver Partners acknowledge that while they may earn income elsewhere,  they must not appear—through dress, behavior, or representation—to be working for  another company while performing Delivery Services for offers obtained through the  Platform. 

3.6.Further, nothing in this agreement is intended to prohibit or discourage (nor should be  construed as prohibiting or discouraging) Driver Partner from using its employees  and/or independent contractors to provide any services relating to Driver Partner’s  completion of an engagement. However, any such helper must be registered on the  Platform with his/her own account. Driver Partner shall ensure that only individuals  with valid driver’s licenses, including Driver Partner as the case may be, operate the  vehicles used to provide the Delivery Services. Company will have no involvement in  the hiring, selection or retention of any Driver Partner’s affiliates, employees, or subcontractors or in the terms of their employment, contract, or engagement with Driver Partner. As with Driver Partners themselves, Company will not have any control  over the manner in which work or services are performed or the timing and location of the performance of work or services by Driver Partner’s affiliate, employee, or subcontractor. Company does not terminate the work during the term of these Driver Partner Terms unless the Driver Partner violates the terms of these Driver Partner  Terms or fails to produce a result that meets the specifications of these Driver Partner  Terms. Notwithstanding the foregoing, Company may request that Driver Partner  discontinue using the services of a Driver Partner’s affiliate, employee, or  subcontractor, particularly any such individual that has access to a warehouse or  packages due to performing helper services to a Driver Partner, if they are perceived  as presenting a safety risk or engage in unlawful conduct in connection with  performing work or services in connection of an engagement. Company will not,  however, screen or monitor the work of a Driver Partner’s affiliate, employee, or  subcontractor, and the foregoing provision does not give and should not be construed  as giving rise to any duty on the part of Company to screen or monitor the work of a  Driver Partner’s affiliate, employee, or subcontractor or otherwise ensure that they are  working/performing services in a safe and lawful manner. To the extent that any  employee, contractor or affiliate of a Driver Partner assists in route operations in a  manner not to include operation of an approved vehicle or driving the route, the Driver  Partner warrants and represents that such individual has been subject to a  background check and does not present a risk of harm to any Veho or Company employee or customer. 

3.7.Company does not provide a performance assessment to Driver Partners. Company does not oversee the actual work or instruct the Driver Partner as to how the work will  be performed, or the method or process the Driver Partner uses to perform services.  Driver Partner shall at all times comply with any and all laws, ordinances, statutes,  executive orders and regulations, federal, state, county and municipal, insofar as  applicable to Driver Partner’s performance of services under these Driver Partner  Terms.  

4. Benefits and Taxes

4.1.NO RIGHTS TO BENEFITS: EXCEPT AS REQUIRED UNDER CALIFORNIA  BUSINESS AND PROFESSIONS CODE § 7448 ET SEQ., THE DRIVER PARTNER  ACKNOWLEDGES AND AGREES THAT, AS AN INDEPENDENT CONTRACTOR  OPERATING AN INDEPENDENTLY OWNED AND CONTROLLED BUSINESS, THE  DRIVER PARTNER IS NOT ELIGIBLE TO PARTICIPATE IN, AND SHALL NOT BE  ENTITLED TO, ANY PENSION, HEALTH, DISABILITY, INSURANCE, OR OTHER  FRINGE BENEFIT PLANS OFFERED BY THE COMPANY OR ANY OF ITS  AFFILIATED, PARENT, OR SUBSIDIARY ENTITIES. 

AS AN INDEPENDENTLY CONTRACTING BUSINESS ENTITY, DRIVER PARTNER IS NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS UNLESS UNEMPLOYMENT COMPENSATION COVERAGE IS PROVIDED BY THE DRIVER PARTNER OR SOME OTHER ENTITY, AND DRIVER PARTNER IS OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONEYS PAID PURSUANT TO ITS CONTRACTUAL RELATIONSHIP WITH COMPANY, VEHO, OR CLIENT.

AS AN INDEPENDENTLY CONTRACTING BUSINESS ENTITY, DRIVER PARTNER IS NOT ENTITLED TO WORKERS’ COMPENSATION BENEFITS UNLESS  WORKERS’ COMPENSATION COVERAGE IS PROVIDED BY THE DRIVER  PARTNER OR SOME OTHER ENTITY.  

4.2.Taxes and other Withholdings. For all purposes, including but not limited to the Federal Insurance Contributions Act, the Social Security Act, the Federal Unemployment Tax Act, income tax withholding requirements and all other federal,  state and local laws, rules and regulations, Driver Partner is and will be treated as an  independent contractor and not as a Company employee. Accordingly, Company will  not withhold any employment taxes from any compensation paid to Driver Partner  under these Driver Partner Terms, and Driver Partner will be solely responsible for the  reporting and payment of all federal, state, and local taxes or contributions imposed  or required under unemployment insurance, social security, medical insurance,  income tax or other applicable laws, rules or regulations with respect to the  performance or rendering of services through the Platform and/or under these Driver  Partner Terms by Driver Partner, including any such taxes and other requirements  applicable to a Driver Partner’s affiliate, employee, or subcontractor. Driver Partner  agrees to indemnify, defend and hold Company harmless from any costs, expenses,  penalties or damages (including attorney’s fees) arising from Driver Partner’s failure  to properly pay such taxes or contributions and/or Company not withholding or remitting employment taxes or contributions relative to compensation paid to Driver  Partner.  

5. Agreement to Maintain Driver Partners’ Work Accident and other Insurance.

‍5.1.Insurance Carried by Driver Partners 

a) Driver Partner acknowledges and agrees that as an independent contractor,  Driver Partner (including any Driver Partner’s affiliate, employee, or subcontractor) is not covered by any insurance that may be provided by the Company to its employees, including, without limitation, health insurance, workers’ compensation insurance, and general liability insurance.

b) Instead, Driver Partner is solely and exclusively responsible for Driver Partner’s  own insurance, including any insurance required by applicable laws based on  the scope of Driver Partner’s operations, and insurance for a Driver Partner’s  affiliate, employee, or subcontractors. Specifically, in the event that Driver  Partner is injured while working in the course and scope of an engagement,  Driver Partner acknowledges and understands that Driver Partner (including any  Driver Partner’s affiliate, employee, or subcontractor) will not be covered by any  workers’ compensation insurance coverage that Company, Veho or Client may  provide to its employees.  

c) Driver Partner agrees that before entering into these Driver Partner Terms and  at all times during the term of these Driver Partner Terms, Driver Partner will  maintain proper Driver Partners’ workers’ compensation or occupational  accident insurance coverage and any other insurance coverage (including  coverage for including any Driver Partner’s affiliate, employee, or subcontractor)  required in each jurisdiction in which Driver Partner performs any services. If  required by the applicable jurisdiction, Driver Partner also agrees to maintain  any other insurance required by the relevant rules, regulations, statutes, or  governmental agency.  

Driver Partner may either provide proof of Driver Partners’ workers’ compensation or occupational accident insurance to Company or may choose to purchase occupational accident insurance coverage through Company for a fee. Should Driver Partner choose to purchase coverage through Company, the Driver Partner also agrees that Company may collect that fee from any monies due Driver Partner for services provided. The current rates for occupational accident coverage will be clearly specified in the enrollment form and shall be deducted in that amount on a per trip basis.

e) Driver Partner also agrees to maintain commercial general liability insurance  coverage with combined policy limits of at least $1,000,000, and automobile  liability insurance coverage with combined limits of at least $1,000,000, or such  higher amounts or additional coverage as may be set forth in an engagement. 

YOU UNDERSTAND THAT STANDARD AUTO INSURANCE MAY NOT COVER YOU  WHILE DOING DELIVERY SERVICES OR USING THE DRIVER APP AND/OR  PLATFORM. IT'S YOUR RESPONSIBILITY TO CHECK WITH YOUR INSURER TO  ENSURE YOU HAVE APPROPRIATE COVERAGE BEFORE ACCEPTING AN OFFER  FROM THE PLATFORM.

5.2.Bond Maintained by Company 

‍a) Company, as a licensed property broker will continuously maintain a surety bond  or trust fund as required by the Federal Motor Carrier Safety Administration in  an amount not less than $75,000 or as may be amended by law.  

b) Company, as an entity that maintains, through is various licensing  arrangements, an online-enabled platform used to facilitate Delivery Services in  the region of the Driver Partner’s operations, shall comply with all local, state  and federal insurance requirements applicable to the Platform’s operations in  the applicable geographic region.  

6. Accessing the Platform and Account Security. Based on the contractual  relationship between Veho and Company, Veho generally reserves the right to discontinue  or amend its Platform, and any service or material provided on the Platform, in its sole  discretion without notice. 

6.1.Company and Veho will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, Veho may restrict access to some parts of the Platform, or the entire Platform, to Company, Clients, or Driver Partner. You are responsible for making all arrangements necessary for you to have access to the Platform and ensuring that all persons who access the Platform through your internet connection are aware of these Driver Partner Terms and comply with them.

6.2.To access the Platform, you may be asked to provide certain registration details, licensure, permits, and other information. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current, and complete. In the event the information provided to Company or Veho is not accurate or missing, Company reserves the right to temporarily suspend or withhold access to the Platform until Driver Partner updates this information. As part of the registration process, each Driver Partner and any driver personnel operating vehicles in the performance of Delivery Services represents that they will successfully complete a background check through a third-party administrator before being allowed to access the Platform. Pursuant to California Business & Professions Code § 7458, Company reserves the right to periodically perform background checks while you are engaged as a Driver Partner.

6.3.If you choose, or are provided with, a username, password or any other piece of information as part of our registration or security procedures, you must treat such  information as confidential, and you must not disclose it to any other person or entity.  You also acknowledge that your account is personal to you and agree not to provide  any other person with access to this Platform or portions of it using your username,  password or other security information. You agree to notify us immediately of any  unauthorized access to or use of your username or password or any other breach of  security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record Your password or other personal information.

6.4.You are prohibited from registering and creating a new account under your name, an  alternate name, a fake or borrowed name, or the name of any third party, even if you  may be acting on behalf of the third party. You are further prohibited from engaging in  any fraudulent activity involving the Platform or your accepted routes.  

6.5.Based on the contractual relationship between Veho and Company, Veho has the right to disable any username, password or other identifier when you have violated any provision of these Driver Partner Terms pursuant to applicable law. In addition to limiting, terminating, or suspending your account, Veho and Company reserve the right to take all appropriate legal action in response to any unlawful activity, including but not limited to the prosecution of theft to the full extent permitted by applicable laws and regulations. This may include pursuing criminal charges, civil litigation, arbitration, injunctive relief, and restitution for any resulting damages or losses.

6.6.You must keep all data of Clients and customers of Clients (“Customers”) received from Company confidential. You must not disclose any Customer or Client information to anyone or otherwise take any action to retain such data. Stated another way, you shall never use any Customer or Client data received from Veho or Company for any purpose other than completing a route.

6.7.You should exercise sound judgment to keep the device(s) you use for route  information free from malicious or questionable applications or software. It is strongly recommended that you consider utilizing lock screen protection.  

6.8.You must notify Company support upon learning the device that you are using to  perform a route has been lost or stolen during a time when Customer or Client data is  open and available on the Platform.  

6.9.Phishing Scams. Driver Partners are responsible for protecting their account  information from phishing scams and attempts. Veho and Company are not liable for  the loss of earnings due to phishing scams or attempts. 

6.10. Route Cancellations. If a Driver Partner cancels a route that the Driver Partner  accepted within two (2) hours of the route start time, they may not see any additional  offers for the same day. 

6.11. Rating Framework: Veho only contracts with Company with the expectation that Company will only work with Driver Partners that offer high quality service and professionalism. Therefore, Veho utilizes a quality rating (“Quality Rating”) system designed to allow the users who use its Platform to provide feedback on the level of service provided by those Driver Partners that accept requests for service via the Platform. Driver Partner understands that there is a minimum Quality Rating Driver Partner must maintain to continue receiving access to the Service.

a) Veho reserves the right, at all times and at Veho’s sole discretion, to reclaim,  prohibit, suspend, limit or otherwise restrict any Driver Partner performing  Delivery Services from accessing or using the Platform if the Driver Partner fails  to maintain the minimum Quality Rating required by the Clients of the Platform.  In the event Driver Partner’s Quality Rating falls below the applicable minimum  Quality Rating, Veho will notify Driver Partner by email or other written means.  In the event the Driver Partner’s Quality Rating (based on Client feedback) has  not increased above the minimum, Veho may deactivate Driver Partner’s access  to the Platform. 

6.12. Client Requirements: Driver Partner understands that certain Clients of  Veho or its affiliates have requirements applicable to services that Driver Partner  may provide to such Clients. By accepting a load for such Clients, Driver Partner  agrees to comply with such requirements, and agrees to be responsible for  ensuring that all of Driver Partner’s employees and subcontractors are in  compliance with the same. 

6.13. Driver Partner shall complete all safety training mandated by California Business and Professions Code § 7459, which includes instruction in collision avoidance, defensive driving, identification of collision-causing behaviors (such as excessive speed, driving under the influence, and distracted driving), recognition and reporting of sexual assault and misconduct, and food safety protocols where applicable. Driver Partner shall also comply with any additional training requirements imposed by applicable federal, state, or local laws, ordinances, rules, or regulations. Driver Partner acknowledges that the completion of such training is solely for the purpose of regulatory compliance and does not alter the Driver Partner’s classification as an independent contractor, nor does it affect the Company’s designation as a broker.

7. Third Parties. While performing delivery and/or pickup services through Company, (i) you agree that you will not have any other person in the vehicle with you, including but  not limited to friends, partners, children unless they are assistants, helpers, or  subcontractors providing Delivery Services for offers accepted through the Platform, as  well, and (ii) you further agree that you will not have animals or pets of any kind in the  vehicle with you unless that animal is a service animal. 

8. Consent to Package Tracking Technology: The real-time tracking and digital  chain of custody features of the Driver Application and Platform are integral to the Delivery  Services. The Platform automatically sends prompts and notifications to You, provides  real-time tracking and status updates to Clients and recipients during the performance of  Delivery Services, sends pickup and delivery confirmations (including photos) to relevant  parties, and gives Company support the ability to communicate with You in order to  facilitate the completion of a Delivery Service as needed. While performing delivery and/or  pickup services based on offers accepted via the Driver App or the Platform, you consent  to digital location monitoring via the application. You agree that while performing delivery and/or pickup services under this contract, any and all cell phone use, both personal and professional, must be conducted in accordance with state and federal statutes.

9. Safety; Driver and Food. You agree that you must maintain the following: (1) a current and valid driver’s license; (2) an auto insurance policy where you are named insured that adheres to state minimum requirements; and (3) as required, a “satisfactory” or “unrated” or substantively equivalent safety rating by any federal or state agency responsible for regulating Your operations. You agree that the vehicle you will use during delivery and/or pickup services is in safe, drivable condition, that adheres to the safety standards set by applicable federal, state, or local regulations, and that you have the right to operate the vehicle.

9.1.You agree to tell Company within 24 hours and before initiating any route with Company if any of the following occur or have occurred: (1) any change in the status of the Driver Partner’s license or permits, including but not limited to suspensions, revocations, or orders rendering the license or permit nonoperational; (2) any lapse, termination, or reduction in insurance coverage, including any instance in which the coverage amount falls below the minimum requirements set forth in this Agreement; and (3) changes to the status of Your vehicle, including but not limited to updates in registration, modifications to vehicle specifications to the extent they affect Your provision of Delivery Services, operational functionality, and overall roadworthiness (this includes, without limitation, circumstances in which an accident impacts the vehicle’s operability or when a different vehicle is utilized for the purpose of evaluating delivery capacity).

9.2.Food Safety. You further agree that no poison, pesticide, or rodenticide or other toxic  or hazardous substance will be in the vehicle with you when you are performing  services for offers accepted through the Driver Partner’s App or the Platform.  

10. Payment calculation.  

10.1. Driver Partner will be paid for all Delivery Services fully performed in an amount consistent with Company’s pay model which will include payment for engaged miles and engaged time. Prior to a route, Driver Partner acknowledges that he or she has reviewed the anticipated route pay, and that he or she will be paid for all engaged miles and time.

a) Company shall only make payment for such time and miles wherein the Driver Partner is actively engaged in completing a route which shall include: (1) successfully delivering packages to the correct address in the location instructed by the customer, or (2) in the event a package was undeliverable after a delivery attempt was made in good faith using commercially reasonable efforts, including but not limited to reporting delivery or access issues, returning the package to a Company location within a reasonable timeframe.

b) The Driver Partner shall retain sole discretion to accept or decline any Offer. 

Upon acceptance, the Driver Partner shall be responsible for performing the Delivery Services in a manner that satisfies the completion parameters specified  in the Offer. Nothing herein shall be construed as granting the Company control  over the manner or means by which the Driver Partner performs the Delivery  Services. However, the Driver Partner acknowledges and agrees that  compensable time and mileage shall exclude: (1) any time spent on activities  unrelated to the provision of Delivery Services, including but not limited to  personal errands or performing Delivery Services after a customer cancellation;  and (2) any time during which the Driver Partner abandons the performance of  a Delivery Service prior to its completion. The Company reserves the right to  exclude time or mileage from compensation calculations if such exclusion is  reasonably necessary to prevent or remedy fraudulent use of the Platform. As  an example, non-compensable time may be determined by the Company in  instances where the Driver Partner does not go near the designated stop, as  determined by whether their geolocation was ever within a stop’s, or a series of stop’s geofence(s).  

10.2. Driver acknowledges and agrees to scan each package upon delivery and provide  a proof of delivery photo (not via SMS). Failure to do so is a material breach of these  Driver Partner Terms. 
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10.3. All settlements, payments, and true-up calculations shall be conducted on a  recurring fourteen (14) day cycle (“Settlement Period”), in accordance with the  Company’s established schedule and calendar. Driver Partners may choose to receive payments via the Platform’s Instant Pay feature, subject to Company’s sole  discretion. Use of Instant Pay incurs a disclosed service fee unless stated otherwise.  Even if you choose to receive payment via the Platform’s Instant Pay feature,  Company and its payment processor do not guarantee settlement times, and not all  payments are eligible. Availability depends on the Driver Partner’s financial institution.  Use of Instant Pay or direct debit features may require acceptance of additional terms  from Company or its third-party partners. Notwithstanding the availability of the  Platform’s Instant Pay feature, Driver Partner acknowledges and agrees that any  payments received prior to the conclusion of a Settlement Period are provisional. The  Settlement Period shall not be deemed complete until the Company has finalized and  disbursed all applicable true-up calculations in accordance with its established  payment schedule and in compliance with the requirements of California Business &  Profession Code § 7453. Final payment amounts for a Settlement Period are subject  to adjustment based on such true-up determinations. 

10.4. Gratuities: Clients and Recipients may voluntarily provide gratuities, which Drivers  Partners will retain in full. By accepting an Offer, the Driver Partner agrees to perform it for the stated compensation. Drivers, including their helpers and personnel, must not request or imply any expectation of additional payment or gratuity. Driver Partner  expressly waives any and all rights it may have under 49 C.F.R. § 371.3 or any related  regulations to access or inspect Company’s records, including but not limited to,  records of transactions, freight rates, or other financial arrangements between Company and its Clients. Driver Partner acknowledges and agrees that such records  contain proprietary and confidential information, and Company’s obligation to maintain  the confidentiality of its agreements with shippers and other parties supersedes any  rights of access Driver Partner may otherwise have under applicable law. Driver  Partner further represents that it enters into this agreement with a full understanding  of this waiver and confirms that it has no expectation or reliance on access to such  records as part of its relationship with Company. In the event that this waiver is  deemed unenforceable by a court of competent jurisdiction, Driver Partner agrees that  its right to review Company’s records under 49 CFR § 371.3 shall be limited to  receiving redacted copies of the relevant transactions. Such redacted copies shall  include only the information specifically required by 49 C.F.R. § 371.3, with all other  information, including but not limited to shipper identities, pricing details, and any  proprietary or confidential information, redacted or removed. Company has the sole  discretion in determining the extent of redaction necessary to protect its business  interests and those of its clients, provided that the redacted documents still comply  with the minimum requirements of 49 C.F.R. § 371.3. 

11. Confidentiality; Content  

11.1. Confidentiality. In performing and accepting services under these Driver Partner  Terms, Driver Partner may receive or be exposed to technical, product, financial, and  business information that is confidential or proprietary to Company (“Confidential Information”). Confidential Information also includes proprietary or confidential  information of Company, Veho or other third parties who may disclose such  information to Driver Partner in the course of Driver Partner performing services  through Company. Confidential Information does not include information that (a) is or  becomes a part of the public domain through no act or omission of Driver Partner, (b)  is disclosed to Driver Partner by a third party without restrictions on disclosure, or (c)  was in Driver Partner’s lawful possession without obligation of confidentiality prior to  the disclosure and was not obtained by Driver Partner either directly or indirectly from  Company or Veho.  

Driver Partner will hold all Confidential Information in strict confidence and will only use it to perform Driver Partner’s respective obligations and exercise Driver Partner’s  rights under these Driver Partner Terms. Driver Partner will not disclose Confidential Information to third parties and will protect such Confidential Information from  unauthorized use, access or disclosure in the same manner as Driver Partner protects  its own confidential information of a similar nature, but in no event will Driver Partner  exercise less than reasonable care.  

All Confidential Information is the sole and exclusive property of Company or its  suppliers or customers, such as Veho. Confidential Information does not include  feedback, reviews, communications between Driver Partner and Company, photographs or other information submitted by a Driver Partner to Company, including  but not limited to information provided in the Platform, all of which is owned by  Company.

The confidentiality provisions of these Driver Partner Terms shall survive its  termination for a period of two (2) years, except for the obligations of the parties regarding any trade secret information which shall survive indefinitely. Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C. Section 1833(b), Driver Partner will not be held criminally or civilly liable under any  federal or state trade secret law for the disclosure of a trade secret that is made: (1)  in confidence to a federal, state, or local government official, either directly or  indirectly, or to an attorney, and solely for the purpose of reporting or investigating a  suspected violation of law; or (2) in a complaint or other document filed in a lawsuit or  other proceeding, if such filing is made under seal. 

11.2. Content. Company or Veho may, in its sole discretion, permit or allow you, from  time to time, to create, submit, upload, publish, email, send messages, or otherwise  make available textual, audio, or visual content and information, including  commentary, reviews, and feedback related to the Services, initiation of support  requests, communication with customers, and submission of entries for competitions  and promotions ("Content”). By accessing or using the Services to provide Content,  you agree that Content will automatically become the property of and is owned exclusively by Company, without any compensation to you. To the extent Driver Partner owns or controls any intellectual property rights in the Content, you hereby  grant Company a worldwide, perpetual, irrevocable, transferable, sublicensable,  royalty-free license to use, copy, modify, create derivative works of, distribute, publicly  display, publicly perform, and otherwise exploit in any manner such 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. Notwithstanding, any personal information submitted by you  and/or collected via the Platform is governed by this privacy policy. 

12. Representations, Warranties, and Agreements.  12.1. Company and Driver Partner each warrant and represent, as to themselves,  that: (a) they are duly organized, validly existing and in good standing under the  laws of the respective jurisdictions in which it was formed (in the case of Driver  Partners who are not individual persons) and engaged in its own independent trade  or business prior to entering into this agreement; (b) they have full power and  authority to execute, deliver, and perform these Driver Partner Terms; (c) these  Driver Partner Terms have been duly authorized, executed, and delivered by them  and are their legal, valid, and binding obligations in accordance with the terms  herein; and (d) obligations under these Driver Partner Terms shall be performed in  compliance with any obligations to third parties and all applicable law, rules, or  regulations of any governmental entity or agency 

12.2. In addition to the covenants and agreement set forth in the Driver Partner  Terms, Driver Partner agrees, warrants and represents, that:  

a) You are at least 18 years old, or older if required by local law – if not, you may not use the Platform. 

b) You will follow all applicable laws while using the Platform and performing Delivery Services, including laws such as those governing immigration compliance.

c) You will keep the Driver App and its geolocation features active on your mobile  device at all times while performing Delivery Services. 

d) You authorize communication between all parties, including Company Support,  as needed to complete a Delivery Service. 

e) You will follow the instructions as outlined in the Offer details and not to cancel  without valid reason, submit misleading pickup or delivery photos, or fail to  deliver, retain, or steal items associated with a Delivery Service. 

f) You possess all equipment, vehicles, licenses, and authority required to perform  a Delivery Service PRIOR to offering to perform the service. 

g) Your vehicle and associated equipment are in safe mechanical and operational  condition, free from any defects, whether latent or apparent, that could impair  the safe operation of the vehicle.  

h) Your vehicle is properly registered and licensed for lawful operation within the  State of California and is in full compliance with all applicable local, state, and  federal licensing and safety regulations as required by the State of California  and any other relevant governmental authority. You will maintain valid and  current insurance—such as auto liability, commercial auto, health, workers’  compensation, or occupational accident coverage—as required by law and your  insurer while using the Platform. 

i) Your insurance coverage is sufficient insurance to cover any damages, injuries  or harm You may incur or cause arising out of, or related to Your use of the  Platform and the performance of the Delivery Services You offer to perform,  including damages to Your or a third party’s property and costs of medical care  You or a third party may require due to injury. 

j) You are solely responsible, and will not be reimbursed for, any expenses or  costs related to Your obtaining or maintaining any insurance coverage and You  agree to deliver to Company upon request, current certificates of insurance as  proof of coverage. 

k) Prior to offering to perform Delivery Services, and at all times when performing  a service requiring a license, permit or training, You will possess and maintain  current, valid licenses, permits and training certifications as required by  applicable law, applicable requirements, and as recommended by industry  standards.

l) Driver Partner and its personnel shall personally perform all Delivery Services  and shall not delegate or subcontract such services to any other driver partner  or third party without the prior written consent of the Company. Any individual or  entity engaged in the performance of Delivery Services must be properly  registered and authorized in accordance with applicable Company policies and  regulatory requirements.  

13. Disclaimer of Warranties. 

You understand that Company cannot and does not guarantee or warrant that files  available for downloading from the internet or the Platform will be free of viruses or other  destructive code. You are responsible for implementing sufficient procedures and  checkpoints to satisfy your particular requirements for anti-virus protection and accuracy  of data input and output, and for maintaining a means external to our site for any  reconstruction of any lost data.  

COMPANY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A  DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER  EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY  MATERIAL DUE TO YOUR USE OF THE SERVICE OR ANY SERVICES OR ITEMS  OBTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY  MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. 

YOUR USE OF THE COMPANY SERVICE AND/OR THE PLATFORM (COLLECTIVELY  THE “SERVICE”), THEIR RESPECTIVE CONTENT AND ANY SERVICES OR ITEMS  OBTAINED OR TRANSACTED THROUGH THE SERVICE IS AT YOUR OWN RISK. THE  SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED OR  TRANSACTED THROUGH THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS  AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS  OR IMPLIED. COMPANY EXPRESSLY DISCLAIMS (i) ALL WARRANTIES OF  MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE  OF DEALING OR USAGE OF TRADE. COMPANY MAKES NO WARRANTY OR  REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY,  RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICE. WITHOUT  LIMITING THE FOREGOING, COMPANY DOES NOT REPRESENT OR WARRANT  THAT THE SERVICE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED OR  TRANSACTED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR  OTHER HARMFUL COMPONENTS OR THAT THE SERVICE OR ANY SERVICES OR  ITEMS OBTAINED OR TRANSACTED THROUGH THE SERVICE WILL OTHERWISE  MEET YOUR NEEDS OR EXPECTATIONS.  

COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICE.  COMPANY HEREBY DISCLAIMS ALL LIABILITY FOR (i) ALL ACTS OR OMISSIONS  OF USERS OF THE SERVICE OR THIRD PARTIES, AND (ii) ALL TRANSACTIONS  BETWEEN USERS ARISING FROM INTERACTIONS ON THE PLATFORM. COMPANY WILL NOT BE LIABLE FOR CUSTOMERS’ FAILURE TO PAY DRIVER PARTNERS FOR  SERVICES TRANSACTED THROUGH THE SERVICE, OR FOR TAX LIABILITIES RELATING TO TRANSACTIONS BETWEEN USERS. COMPANY WILL NOT BE LIABLE FOR, AND USERS SHALL BE SOLELY LIABLE FOR, THEIR COMPLIANCE WITH ALL  TAX, ADVERTISING AND OTHER LAWS APPLICABLE TO THEIR TRANSACTIONS.  COMPANY DOES NOT GUARANTEE THAT CUSTOMERS SEEKING DRIVER  PARTNERS WILL FIND APPROPRIATE DRIVER PARTNERS THROUGH THE  SERVICE, OR THAT DRIVER PARTNERS SEEKING WORK THROUGH THE SERVICE  WILL FIND APPROPRIATE PROJECTS OR CONTRACT OPPORTUNITIES.  

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.  

14. Limitation on Liability

‍IN NO EVENT WILL COMPANY, ITS AFFILIATES OR ITS OR THEIR LICENSORS,  SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE  LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT  OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE,  ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICE OR SUCH OTHER  SERVICES OR ANY SERVICES OR ITEMS OBTAINED OR TRANSACTED THROUGH  THE SERVICE OR SUCH OTHER SERVICES, INCLUDING ANY INDIRECT, SPECIAL,  INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT  LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS,  LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED  SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER  CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR  OTHERWISE, EVEN IF FORESEEABLE.   

TO THE EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING  TO THESE TERMS OF SERVICE, THE SERVICE OR OUR PROPERTY, WHETHER  BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL  BE LIMITED TO THE AMOUNTS PAID BY YOU TO COMPANY FOR USE OF THE  SERVICE IN THE PRIOR YEAR (OR, IF YOU ARE A NON-FEE PAYING USER, TO THE  AMOUNT OF $10).  

THE FOREGOING DOES NOT AFFECT ANY LIABILITY, WHICH CANNOT BE  EXCLUDED OR LIMITED UNDER APPLICABLE LAW.  

15. Indemnification.

Driver Partner shall indemnify, defend, and hold Company, its licensors and their respective parent organizations, subsidiaries, affiliates, officers, directors, employees,  attorneys, and agents, including but not limited to Veho, harmless from and against any  and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal  fees and costs, arising out of or in connection with: (a) any claim based on any alleged  misuse of the Platform by Driver Partner (including by any Driver Partner affiliate,  employee, or subcontractor), or a claim that any user data infringes the copyright,  trademark, or patent rights of any third party; (b) any alleged conduct which would  constitute a breach of the representations and warranties of Driver Partner set forth herein,  or other breach of this agreement; (c) violation of applicable law by Driver Partner or Driver  Partner affiliate, employee, or subcontractor; (d) any claim based on the negligent or  intentional acts by Driver Partner or Driver Partner affiliate, employee, or subcontractor;  (e) any property damage claims by any person and/or entity, including, but not limited to,  any damages alleged to have been caused by Driver Partner or Driver Partner affiliate,  employee, or subcontractor; (f) any injury or death to any third parties allegedly caused by  Driver Partner or Driver Partner affiliate, employee, or subcontractor; and (g) related to  any project, including any claims by any third party or government agency that Driver  Partner was misclassified as an independent contractor or employee of a Client, and any  claim that Company was an employer or joint employer of Driver Partner and/or any Driver  Partner affiliate, employee, or subcontractor, and related legal claims under any employment laws. 

Further, Driver Partner shall indemnify, defend, and hold Company, its licensors and their  respective parent organizations, subsidiaries, affiliates, officers, directors, employees,  attorneys, and agents, including but not limited to Veho, harmless from and against any  and all claims, costs, damages, losses, liabilities and expenses, including reasonable legal  fees and costs, arising out of or in connection with Driver Partner’s employment, retention,  engagement or use of an affiliate, employee, or subcontractor to provide any work/services  in connection with the performance of services hereunder, including but not limited to: (1)  any claim that Driver Partner misclassified any Driver Partner’s affiliate, employee, or subcontractor (under the Fair Labor Standards Act, the Internal Revenue Code, state  wage and hour law or any other law); and (2) any claim that Company was an employer  or joint employer of any Driver Partner’s affiliate, employee, or subcontractor under any  employment or other law, including, but not limited to, the Fair Labor Standards Act, any  state wage and hour law, Title VII of the Civil Rights Act of 1964, the Americans with  Disabilities Act, the Family Medical Leave Act and the National Labor Relations Act.  

The terms and provisions of this Section shall survive the termination or expiration of the  term of the engagement under this Agreement. 

16.Governing Law  

Other than the Arbitration Agreement and Class Action Waiver, which shall be governed  by the laws described therein, all matters relating to the Platform and these Driver Partner  Terms and any dispute or claim arising therefrom or related thereto (in each case,  including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the state in which the Driver Partner last performed  services without giving effect to any choice or conflict of law provision or rule.  

17.ARBITRATION AGREEMENT AND CLASS ACTION WAIVER (“Arbitration  Agreement”). 

17.1. How This Arbitration Agreement Applies. In exchange for the mutual promises  contained in these Driver Partner Terms, and as a condition of your use of the  Platform, Company and Driver Partner mutually agree to resolve any and all covered  disputes between the Parties exclusively through final and binding individual  arbitration instead of a court or jury trial. This includes disputes arising out of or  related in any way to your access to or use of the Driver App and Platform, the Delivery  Services, the Driver Partner Terms or prior versions of the Driver Partner Terms (each,  a “Dispute”), including but not limited to: 
• Driver Partner’s classification as an independent contractor,  
• Driver Partner’s provision of services,  
• Driver Partner’s use of the Platform,  
• Payments made or received by Driver Partner through the Platform, • Acceptance or performance of services arranged through the Platform, • Suspension or deactivation of the Driver Partner’s account,  
• Termination of the Driver Partner Terms,  
• All other aspects of Driver Partner’s relationship (or the termination of its  relationship) with Company, past, present or future,  
• Any claims under federal, state or local statutory and/or common law, including  without limitation harassment, discrimination or retaliation claims and claims  arising under or related to the Civil Rights Act of 1964 (or its state or local  equivalents), Americans With Disabilities Act (or its state or local equivalents),  Age Discrimination in Employment Act (or its state or local equivalents), Family  Medical Leave Act (or its state or local equivalents), Federal Credit Reporting  Act (or its state or local equivalents), Telephone Consumer Protection Act (or  its state or local equivalents), or Fair Labor Standards Act (or its state or local  equivalents), state and local wage and hour laws, state and local statutes or  regulations addressing the same or similar subject matters, and all other  federal, state or local claims arising out of or relating to Driver Partner’s  relationship or the termination of that relationship with Company.  

For purposes of this Arbitration Agreement, “Dispute” will also include disputes  that were not noticed at the time you first became subject to these Driver Partner  Terms but that arose or involve facts occurring before the existence of this or any  prior versions of the Driver Partner Terms as well as disputes that may arise after  the termination of these Driver Partner Terms. Driver Partner and the Company  understand and agree that this Arbitration Agreement applies to any Disputes that  the Company may have against Driver Partner, or that Driver Partner may have  with Company, or its Clients, Recipients, Company’s affiliates and licensors  (specifically including Veho) and their subsidiaries, successors, agents, employees, all of which are deemed third party beneficiaries of this Agreement.  This Arbitration Agreement and the arbitration proceeding, including procedures  related to Batch Arbitration, are governed by the Federal Arbitration Act (9 U.S.C.  §§ 1-16) and evidences a transaction involving commerce. This Arbitration  Agreement does not apply to any claims that cannot be arbitrated under applicable  law, after accounting for FAA preemption. To the extent the parties have related  arbitrable and non-arbitrable disputes, the Company and Driver Partner agree and  stipulate that any arbitrable disputes shall proceed first in arbitration and the non arbitrable disputes shall be stayed, and any applicable statutes of limitations  tolled, pending completion of the arbitration. The parties expressly agree that this  Agreement shall be governed by the FAA even in the event Driver Partner and/or  Company are otherwise exempted from the FAA. If for any reason the FAA does  not apply to any claims covered by this Arbitration Agreement, the parties agree  that the Texas Arbitration Act applies to those claims. All disputes covered by  this Arbitration Agreement will be decided by a single arbitrator through  final and binding arbitration and not by way of court or jury trial. 

The Arbitrator, and not any federal, state, or local court or agency, shall have exclusive  authority to resolve any dispute relating to the interpretation, applicability,  enforceability, or waiver of this Arbitration Agreement. (“Delegation Provision.”)  However, the preceding sentence does not apply to any disputes about the Ending  Forced Arbitration of Sexual Assault and Sexual Harassment Act, and it does not  apply to Section 17.5 below. Notwithstanding any other clause or language in this  Agreement, Arbitration Agreement, and/or any rules or procedures that might  otherwise apply by virtue of this Arbitration Agreement or any amendments and/or  modifications to those rules, any disputes about the Ending Forced Arbitration of  Sexual Assault and Sexual Harassment Act and/or any claim that Section 17.5, or any  portion of Section 17.5 is unenforceable, inapplicable, unconscionable, or void or  voidable, will be determined only by a court of competent jurisdiction and not by an  arbitrator. 

Limitations On How This Arbitration Agreement Applies. The following claims are  not covered under this Arbitration Agreement: (i) claims which may be brought in small  claims court if such claims qualify and remain in small claims court; (ii) claims for  unemployment compensation benefits and claims for workers’ compensation benefits,  state disability insurance and unemployment insurance benefits; however, it applies  to discrimination or retaliation claims based upon seeking such benefits; (iii) claims for  benefits under employee benefit plans covered by the Employee Retirement Income  Security Act of 1974; (iv) disputes that an applicable federal statute expressly states  cannot be arbitrated or subject to a pre-dispute arbitration agreement; and (v) disputes  that are not be subject to pre-dispute arbitration agreement under the Ending Forced  Arbitration of Sexual Assault and Sexual Harassment Act. All other claims must be  arbitrated and are covered by this Arbitration Agreement. If any claim(s) not covered  under this Arbitration Agreement above are combined with claims that are covered  under this Arbitration Agreement, to the maximum extent permitted under applicable  law, the covered claims will be arbitrated and continue to be covered under this Arbitration Agreement. Nothing in these Driver Partner Terms and/or Arbitration  Agreement prevents any Driver Partner from making a report to or filing a claim or  charge with a government agency, including without limitation the Equal Employment  Opportunity Commission, U.S. Department of Labor, National Labor Relations Board,  Occupational Safety and Health Administration, or law enforcement authorities.  Nothing in these Driver Partner Terms prevents the investigation by a government  agency of any report, claim or charge otherwise covered by these Driver Partner  Terms. This Arbitration Agreement also does not prevent federal administrative  agencies from adjudicating claims and awarding remedies based on those claims,  even if the claims would otherwise be covered by this Arbitration Agreement. Nothing  in this Arbitration Agreement prevents or excuses a party from satisfying any  conditions precedent and/or exhausting administrative remedies under applicable law  before bringing a claim in arbitration.  

Any party may apply to a court of competent jurisdiction for temporary or preliminary  injunctive relief in connection with an arbitrable controversy (“Provisional Relief”) but  only upon the ground that the award to which that party may be entitled may be  rendered ineffectual without such relief or where the relief is sought to secure  performance of an agreement designed to prevent irreparable harm. The pursuit of  Provisional Relief shall not be deemed incompatible with or constitute a waiver of  rights under this Agreement. 

17.2. Informal Dispute Resolution. There might be instances when a Dispute arises  between you and Company. If that occurs, Company is committed to working with you  to reach a prompt, low‐cost and mutually beneficial resolution. You and Company  agree to participate in good faith informal efforts to resolve Disputes before starting  an arbitration or initiating an action in small claims court (“Informal Dispute  Resolution”). You and Company agree that as part of these efforts, either party has  the option to ask the other to meet and confer telephonically (“Informal Dispute  Resolution Conference”). If you are represented by counsel, your counsel may  participate in the conference, but you must also personally participate. 

To initiate Informal Dispute Resolution, a party must give notice in writing to the other  party (“Notice”). Such Notice to Company should be sent by email to driverpartnerresolutions-team@shipveho.com or regular mail to our offices located  at Live Oak Platform Logistics, LLC, #831, 1401 Lavaca St, Austin, TX 78701. The  Notice must include: (1) your name, telephone number, mailing address, and e‐mail  address associated with your account (if you have one); (2) the name, telephone  number, mailing address and e‐mail address of your counsel, if any; and (3) a  description of the Dispute, including the specific relief sought. Company will send  Notice, including a description of the Dispute, to your email address or regular address  on file. It is your responsibility to ensure your email and regular address are correct  and remain up to date. The Notice must be signed by the party initiating the Dispute  (i.e., either you personally or a Company representative).  

The Informal Dispute Resolution process lasts 45 days and is a mandatory precondition to commencing arbitration. The Informal Dispute Resolution Conference,  if requested by either party, shall be individualized such that a separate conference  must be held each time either party initiates a Dispute, even if the same law firm or  group of law firms or organizations represents multiple users in similar cases, unless  all parties agree; multiple individuals initiating a Dispute cannot participate in the same  Informal Dispute Resolution Conference unless all parties agree.  The statute of limitations and any filing deadlines shall be tolled while the parties  engage in Informal Dispute Resolution. 

17.3. Rules and Forum. If Informal Dispute Resolution does not resolve satisfactorily  within forty-five (45) days after receipt of a Notice, or after completion of the Informal  Dispute Resolution Conference, if requested, you and Company agree that either  party shall have the right to finally resolve the Dispute through binding arbitration. The  arbitration will be administered by the National Arbitration & Mediation ("NAM”) in  accordance with the NAM Comprehensive Dispute Resolution Rules and Procedure  (the “NAM Comprehensive Rules”) in effect at the time of arbitration, except as  supplemented, where applicable, by the NAM Mass Filing Supplemental Dispute  Resolution Rules and Procedures (the “NAM Mass Filing Rules”; together with the  NAM Comprehensive Rules, the “NAM Rules”), and as modified by this Arbitration  Agreement. The NAM Rules are currently available at  https://www.namadr.com/resources/rules-fees-forms/. A party who wishes to initiate  arbitration must provide the other party with a request for arbitration (the “Demand”).  The Demand must include: (1) the name, telephone number, mailing address, e‐mail  address of the party seeking arbitration, and the account username (if applicable), as  well as the email address associated with any applicable account; (2) a statement of  the legal claims being asserted and the factual bases of those claims; (3) a description  of the remedy sought and an accurate, good‐faith calculation of the amount in  controversy in United States Dollars; (4) a statement certifying completion of the  Informal Dispute Resolution process as described above; and (5) a statement  certifying that the requesting party will pay any necessary filing fees in connection with  such arbitration. Any demand for arbitration by Driver Partner must be served through  Company’s registered agent for service of process: CSC-Lawyers Incorporating  Service, 2710 Gateway Oaks Drive, Suite 150N Sacramento, CA 95833-3505 Sacramento County. Any demand by the Company to Driver Partner will be delivered  to the last home address for Driver Partner in Company’s files. If the party requesting  arbitration is represented by counsel, the Demand shall also include counsel’s name,  telephone number, mailing address, and email address. Such counsel must also sign  the Demand. By signing the Demand, counsel certifies to the best of counsel’s  knowledge, information, and belief, formed after an inquiry reasonable under the  circumstances, that, consistent with the standards set forth in Federal Rule of Civil  Procedure 11(b): (1) the Demand is not being presented for any improper purpose,  such as to harass, cause unnecessary delay, or needlessly increase the cost of  dispute resolution; (2) the claims, defenses and other legal contentions are warranted  by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions  have evidentiary support or, if specifically so identified, will likely have evidentiary  support after a reasonable opportunity for further investigation or discovery  (“Counsel’s Certification”). Unless you and Company otherwise agree, or the Batch  Arbitration process discussed below is triggered, the arbitration, including any in person arbitration hearing, will be conducted in the county where you reside. Subject  to the NAM Rules, the arbitrator may direct a limited and reasonable exchange of  information between the parties, consistent with the expedited nature of arbitration. If  NAM is not available to arbitrate, the parties will select an alternative arbitral forum.  Your responsibility to pay any NAM fees and costs will be solely as set forth in the  applicable NAM fee schedules (the “Fee Schedules”). You and Company agree that  all materials and documents exchanged during the arbitration proceedings shall be  kept confidential and shall not be shared with anyone except the parties’ attorneys,  accountants, or business advisors, and then subject to the condition that they agree  to keep all materials and documents exchanged during the arbitration proceedings  confidential. 

17.4. Waiver of Jury Trial. YOU AND COMPANY HEREBY WAIVE ANY  CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A  TRIAL IN FRONT OF A JUDGE OR A JURY. You and Company are instead electing  that all Disputes shall be resolved by arbitration under this Arbitration Agreement,  except as specified in Section 17.1 above. There is no judge or jury in arbitration, and  court review of an arbitration award is subject to very limited review.  

17.5. Waiver of Class and Other Non-Individualized Relief. EACH OF US MAY  BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND  NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE  PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT,  HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS,  COLLECTIVE, OR REPRESENTATIVE BASIS. ONLY INDIVIDUAL RELIEF IS  AVAILABLE. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party's individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subsection below entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this subsection, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Company agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and shall be stayed until all Disputes between the parties that remain in arbitration are finally resolved. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Company from participating in a class-wide or mass settlement of claims. 

Further, Driver Partner and the Company agree to arbitrate PAGA claims on an  individual basis only. Therefore, any claim by Driver Partner under PAGA to recover  for civil penalties, or other individual relief must be arbitrated under this Arbitration  Agreement. Driver Partner and the Company also agree and stipulate that non individual PAGA claims shall be stayed in the trial court, pending a final determination  and written decision by the Arbitrator in arbitration with respect to Driver Partner’s  alleged status as an “aggrieved employee,” and Driver Partner and the Company  agree that the Arbitrator, and not the court, will make this determination. The  preceding sentence applies even if Driver Partner seeks to assert only a  representative claim without including an individual PAGA claim and/or if Driver  Partner disclaims the individual PAGA claim. The Arbitrator is without authority to  preside over any PAGA claim by Driver Partner on behalf of any other person or joined  by or consolidated with another person’s or entity’s PAGA claim. This “California  PAGA Individual Action Requirement” clause shall be severable from this Arbitration  Agreement if there is a final judicial determination that it is invalid, unenforceable,  unconscionable, void, or voidable. In such instances, the PAGA action must be  litigated in a civil court of competent jurisdiction — not in arbitration — but any portion  of the California PAGA Individual Action Requirement that is enforceable shall be  enforced in arbitration.  

17.6. Driver Partner agrees and acknowledges that entering into this Arbitration  Agreement does not change Driver Partner’s status as an independent contractor in  fact and in law, that Driver Partner is not an employee of Company and that any  disputes in this regard shall be subject to arbitration as provided in this Arbitration  Agreement.  

17.7. Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to  practice law in the state of California and will be selected by the parties from NAM's  roster of consumer dispute arbitrators. If the parties are unable to agree upon an  arbitrator within thirty-five (35) days of delivery of the Demand, then NAM will appoint  the arbitrator in accordance with NAM Rules, provided that if the Batch Arbitration  process is triggered, NAM, without soliciting input or feedback from any party, will appoint the arbitrator for each batch, subject to your right to object to that appointment.

The Arbitrator may issue orders (including subpoenas to third parties in accordance  with any applicable federal or state law) allowing the parties to conduct discovery  sufficient to allow each party to prepare that party’s claims and/or defenses, taking  into consideration that arbitration is designed to be a speedy and efficient method for  resolving disputes. Additional discovery may be conducted by mutual stipulation, and  the Arbitrator will have exclusive authority to entertain requests for additional  discovery, and to grant or deny such requests, based on the arbitrator’s determination  whether additional discovery is necessary under the circumstances of a particular  case to allow adequate opportunity for the parties to present evidence that the  Arbitrator determines is material and relevant to the dispute. 

The Arbitrator may award all remedies to which a party in his or her individual capacity  is entitled under applicable law and which would otherwise be available in a court of  law, but shall not be empowered to award any remedies that would not have been  available in a court of law for the claims presented in arbitration. The Arbitrator shall  apply the state or federal substantive law, or both, as is applicable.  

Either party may file motions to dismiss and/or motions for summary judgment and  the Arbitrator will apply the standards of the Federal Rules of Civil Procedure  governing such motions. The Arbitrator shall set a briefing schedule for such motion(s)  upon the request of either party. 

The Arbitrator’s reasoned decision or award shall be in writing with findings of fact and  conclusions of law. Judgment may be entered on the Arbitrator’s decision or award in  any court having jurisdiction. 

17.8. Attorneys’ Fees and Costs. Unless fee shifting is specifically authorized by law or  by the NAM Rules, the parties shall bear their own attorneys’ fees and costs in  arbitration unless the arbitrator finds that either the substance of the Dispute or the  relief sought in the Demand was frivolous or was brought for an improper purpose (as  measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). To the  extent, following a presentation on the merits, on its own motion or a party’s, and after affording a reasonable opportunity to respond, an arbitrator determines that a party  who commenced arbitration did not bring its claim(s) consistent with Counsel’s  Certification and the standards set forth in Federal Rule of Civil Procedure 11(b), the  parties agree that the arbitrator shall, as part of its award, impose sanctions by  ordering that the initiating party reimburse the responding party for all arbitration filing  and administrative fees and arbitrator costs the responding party incurred under the  Fee Schedules. 

17.9. This Arbitration Agreement is the full and complete agreement relating to the  arbitration of disputes covered by this Arbitration Agreement. Except as provided in  Section 17.5 above, if any provision of this Arbitration Agreement is adjudged to be  invalid, unenforceable, unconscionable, void, or voidable, in whole or in part, such  adjudication will not affect the validity of the rest of the Agreement. All remaining  provisions will remain in full force and effect. This Arbitration Agreement will continue  to apply notwithstanding any change in Driver Partner’s responsibilities, position, or  title, or if Driver Partner transfers companies. Notwithstanding any contrary language  in the Driver Partner Terms or in any Company policy or other agreement, this  Arbitration Agreement may not be modified absent a writing signed (electronically or  otherwise) by both Driver Partner and an authorized representative of Company.  

17.10.Batch Arbitration. To increase the efficiency of administration and resolution of  arbitrations, you and Company agree that in the event that there are twenty-five (25)  or more individual Demands of a substantially similar nature filed against Company by  or with the assistance of the same law firm, group of law firms, or organizations, within  a reasonably proximate period of time, for example, a ninety (90) day period, NAM shall (1) administer the arbitration demands in batches of 100 Demands per batch (or,  if between twenty-five (25) and ninety-nine (99) individual Demands are filed, a single  batch of all those Demands, and, to the extent there are fewer than 100 Demands  remaining after the batching described above, a final batch consisting of the remaining  Demands); (2) appoint one arbitrator for each batch; and (3) provide for the resolution  of each batch on a consolidated basis with one set of filing and administrative fees  due per batch, one procedural calendar, one hearing (if any) in a place to be  determined by the arbitrator, and one final award, which will provide for any and all  relief to which the arbitrator determines each individual party is entitled (“Batch  Arbitration”). NAM shall administer all batches concurrently, to the extent possible.  All parties agree that Demands are of a “substantially similar nature” if they arise out  of or relate to the same event or factual scenario and raise the same or similar legal  issue(s) and seek the same or similar relief. To the extent the parties disagree on the  application of the Batch Arbitration process, the disagreeing party shall advise NAM,  and NAM shall appoint a sole standing Procedural Arbitrator or, should the  circumstances so require, an Emergency Arbitrator, according to the NAM Rules, to  determine the applicability of the Batch Arbitration process (the Procedural Arbitrator  or Emergency Arbitrator, the “Administrative Arbitrator”). In an effort to expedite  resolution of any such dispute by the Administrative Arbitrator, the parties agree the  Administrative Arbitrator may set forth such procedures as are necessary to resolve  any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Company.  You and Company agree to cooperate in good faith with NAM to implement the Batch  Arbitration process including the payment of single filing and administrative fees for  batches of Demands, as well as any steps to minimize the time and costs of arbitration,  which may include: (1) the appointment of a discovery special master to assist the  arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited  calendar of the arbitration proceedings. This Batch Arbitration provision shall in no  way be interpreted as authorizing or creating a class, collective, and/or representative  arbitration or action of any kind, except as expressly set forth in this provision, and  nothing about the Batch Arbitration process will preclude any party from participating  in any arbitration administered according to that process. 

17.11. 30-Day Right to Opt Out. Arbitration is not a mandatory condition of Driver  Partner’s contractual relationship with Company, and therefore each new Driver  Partner may submit a statement notifying Company that Driver Partner wishes  to opt out and not be subject to this Arbitration Agreement. If you are an existing  Driver Partner and have agreed to a prior version of this Agreement with  Company without opting out of the Arbitration Agreement contained therein,  you do not have an opportunity to opt out of this Arbitration Agreement. If you  are an existing Driver Partner and have validly opted out of the Arbitration  Agreement in a prior version of the Agreement, Company will continue to honor  your opt-out. In order to opt out, a new Driver Partner must notify Company in writing  of your intention to opt out by sending a letter, by First Class Mail, to Legal, Live Oak  Platform Logistics, LLC #831, 1401 Lavaca St, Austin, TX 78701. Any attempt to opt out by email will be  ineffective. The letter must contain an unequivocal statement that you want to opt out of this Arbitration Agreement. In order to be effective, Driver Partner's opt-out letter  must be postmarked within 30 days of the effective date of this Agreement. Any opt out letter will be effective only if you send it yourself, on an individual basis, and opt  out notices from any third-party purporting to act on your behalf will have no effect on  your or Company’s rights. The letter may opt out, at most, only one Driver Partner,  and letters that purport to opt out multiple Driver Partners will not be effective as to  any. If Driver Partner opts out as provided in this paragraph, Driver Partner will not be  subject to any adverse action from Company as a consequence of that decision and  they may pursue available legal remedies without regard to this Arbitration Agreement.  If Driver Partner does not opt out within 30 days of the effective date of this Agreement,  Driver Partner and Company shall be deemed to have agreed to this Arbitration  Agreement.  

17.12.Modification. You and we agree that Company retains the right to modify this  Arbitration Agreement in the future. Any such changes will be posted in the Driver  App and you should check for updates regularly. Notwithstanding any provision in  these Driver Partner Terms to the contrary, we agree that if Company makes any  future material change to this Arbitration Agreement, it will notify you. Your continued  use of the Driver App or Platform, including the acceptance of products and services  offered on Driver App or Platform following the posting of changes to this Arbitration  Agreement, constitutes your acceptance of any such changes. If you have previously  agreed to a version of these Driver Partner Terms with an arbitration agreement and  you did not validity opt of arbitration then, changes to this Arbitration Agreement do  not provide you with a new opportunity to opt out of your previous agreement to  arbitrate. Company will continue to honor any valid opt outs of the Arbitration  Agreement that you made to a prior version of these Terms. 

18. Term, Termination, Temporary and Permanent Restriction from Platform;  Appeals 

18.1. Except for the Arbitration Agreement in Section 17, these Driver Partner  Terms will remain in effect until terminated by either party. Except for the Arbitration  Agreement in Section 17, Driver Partner may terminate these Driver Partner Terms  for any or no reason at any time by providing written notice to the other party,  subject only to the obligation to complete any route then in-progress. Company may terminate these Driver Partner Terms for material breach of these Driver  Partner Terms.  

18.2. Upon any termination, Driver Partner will not be relieved of the obligation to  pay any fees due to Company, which accrued before the termination date.  

18.3. Company may temporarily lock your account and investigate—possibly  leading to permanent deactivation—at its sole discretion and without limiting other  legal remedies, if:

a) You are suspected or credibly accused of violating these Driver Partner Terms,  user agreements, or any other Company policy applicable to Driver Partners,  including, but not limited to, those on confidentiality and non-discrimination.  

b) We cannot verify or authenticate the information you have provided while  accessing the Platform. 

c) We believe your actions could result in financial loss or legal risk to other users,  Company, or its partners 

d) You are suspected, found, or credibly accused of engaging in illegal, dangerous,  or harmful activity related to the Platform, including theft or false theft claims. 

e) As a Driver, you’re a no-show for a delivery service offer you accepted from the  Driver App without valid reason, or you receive multiple complaints or low ratings  as a Driver. 

f) You cancel accepted offers without valid reason, or a claim is made that items  that you have delivered are missing or damaged. 

g) Your tampering with, intentionally damaging, or stealing any part of or all of a  delivery Driver Partner is to make through use of the Platform.  

h) You engaged in conduct that a reasonable person would find violent, physically  threatening, highly offensive, abusive, or harassing.  

i) Your use of drugs or alcohol, or being intoxicated, while conducting Delivery  Services for offers received via the Platform.  

j) You incur a major driving violation, such as a citation for reckless driving, while  conducting Delivery Services for offers received via the Platform. 

k) Your use of Platform for any criminal, fraudulent, or unlawful activity.  

l) Your failure to maintain a satisfactory Quality Rating (defined below) and/or  failure to follow other Platform quality standards including but not limited to late  route cancellations, undelivered packages, delivered packages the customer  did not receive, failure to follow customer instructions, or delays in returning  packages to the warehouse when delivery issues arise.  

m) Your engagement in conduct that damages or destroys Client’s, Veho’s or  Company’s property.  

n) Your unnecessary and excessive delay in completion of routes. If there is an  issue that will result in a delay, Company requests that Driver Partner inform Company so it can keep the Client informed on the status of its delivery. 

o) Your inclusion with or attachment of materials (including but not limited to,  stickers, cards, or tracts) to the inside or outside of any delivery. This provision  does not prohibit the attachment of materials necessary to complete the  delivery, such as address labels.  

p) Your delivery of packages inside USPS designated mailboxes.  q) Your use of bots or bot programs to access or accept routes on the Platform. 

r) Your failure to provide a valid drivers’ license for identity verification upon arrival  to a Company, Veho, or third party facility prior to picking up a route. If the  license does not match Company’s records, you will be removed from the route. 

s) Your failure to provide the customer with a delivery scan or proof of delivery  photo for any delivered package within the Veho Driver App. 

t) You fail to maintain the required safety rating or license, permit, certificate, or  other approval necessary for the performance of the Delivery Services. 

18.4. Deactivation and Appeals Process: Company will conduct a thorough  investigation before permanently deactivating a Driver Partner’s account. Appeals  may be permitted in certain cases, except for “zero tolerance” violations such as  criminal conduct, fraud, or breaches of key policies. Appeal eligibility is  determined by Company on a case-by-case basis, and only one appeal is  allowed. All appeal decisions are final. Appeals of account deactivation may be  submitted to the Trust and Safety team at DriverPartnerReview@shipveho.com  (“Appeal”). All Appeals must be submitted within 30 calendar days of the date  notice of deactivation was sent to the Driver Partner, and include your full name,  date of birth, driver's license #, phone number, deactivation date, and reason for  deactivation. Company will review the Appeal and any additional evidence  submitted or otherwise found through its investigation before providing a final  decision to the Driver Partner (“Decision”). The Decision will be one of the  following: 

• Reaffirming the account deactivation, including a decision if any, that the  Driver Partner can take to remedy the violation, and a summary of the  reasons that the account deactivation is reaffirmed. 
• Describing any circumstances necessitating a delayed timeline for Company's response and an anticipated date for a response either  reaffirming the account deactivation or reinstating the Driver Partner’s  access to the Platform
• Determining that the Driver Partner did not violate the Deactivation Policy  and information about when the Driver Partner’s access to the Platform will  be reinstated 

18.5. Deactivation of accounts: If your account is permanently deactivated, your  information will be deleted per Company’s Privacy Policy, and you will lose access  to the Platform, including your username, profile, and any associated privileges.  However, creating a new account after deactivation for cause is a material breach  and will result in immediate deactivation without notice or appeal. Company is not  liable for any losses resulting from deactivation. 

18.6. Driver Partner’s deactivation from access to the Platform shall not be  deemed to alter, modify or waive any separate contractual provision between  Company and Driver Partner, including with respect to termination of their separate  contractual arrangement. 

18.7. ALL ACTIONS BY COMPANY REGARDING TEMPORARY ACCOUNT  LOCKS OR PERMANENT DEACTIVATION ARE MADE AT ITS SOLE  DISCRETION, WITH OR WITHOUT NOTICE, AND WITHOUT LIABILITY TO  YOU. 

18.8. Any outstanding obligations of Company to provide the Driver Partner with  tax reports or payment information shall survive the termination of these Driver  Partner Terms.  

18.9. Notwithstanding this provision or any contrary terms in these Driver Partner  Terms, the Arbitration Agreement will be enforceable throughout the term of these  Driver Partner Terms and/or during the assignment with and/or relationship with  the Company, or any of the third party beneficiaries described above specifically including Veho, and thereafter with respect to any such claims arising out of or  related to Driver Partner’s relationship with the Company or any of the third party  beneficiaries described above specifically including Veho, and/or termination or  cessation of such relationship and thereafter with respect to any such claims  arising out of or related to these Driver Partner Terms and/or assignment with  and/or relationship with the Company Driver Partner’s relationship with the  Company and/or termination or cessations of such relationship with the Company,  or any of the third party beneficiaries described above specifically including Veho.  

19. Force Majeure  

In no event will Company be liable for any failure to comply with these Driver Partner Terms to the extent that such failure arises from factors outside our reasonable control.  Without limitation of the foregoing, in the absence of our gross negligence or willful  misconduct we will not be liable for any damages arising from the acts of hackers or similar bad actors interfering with the Platform or using or disclosing any of Your content. 

20. Geography  

Company is based in the United States. Access to the Platform is only provided to persons  located in the United States. Company makes no claims that the Platform or any of its  content is accessible or appropriate outside of the United States. Access to the Platform  may not be legal by certain persons or in certain countries. If you access the Platform from  outside the United States, you do so on your own initiative and are responsible for  compliance with local laws.  

21. Changes to the Driver Partner Terms  

Except as otherwise provided in Section 17.12 above, Company may revise and update  these Driver Partner Terms from time to time in our sole discretion, with the sole exception  of the Arbitration Agreement provisions. All changes are effective immediately when we  post them, and apply to all access to and use of the Platform thereafter. However, any  changes to the Arbitration Agreement and Class Waiver will not apply to any disputes for  which the parties have actual notice on or prior to the date the change is posted on the Platform. Your continued provision of services as contractor of Company via a proprietary online platform operated by Veho following the posting of revised Driver Partner Terms and after providing you with notice of any changes to the terms means that you accept and agree to the changes. You are expected to check this page frequently, so you are aware of any changes, as they are binding on you.

22. Waiver and Severability  

No waiver by Company of any term or condition set forth in these Driver Partner Terms  shall be deemed a further or continuing waiver of such term or condition or a waiver of any  other term or condition, and any failure of Company to assert a right or provision under  these Driver Partner Terms shall not constitute a waiver of such right or provision. 

Except as otherwise provided in Sections 17.5 and 17.9 above, the invalidity of any one  or more of the words, phrases, sentences, clauses, or sections contained in these Driver  Partner Terms shall not affect the enforceability of the remaining portions of these Driver  Partner Terms or any part thereof, all of which are inserted conditionally on their being  valid in law, and, in the event that any one or more of the words, phrases, sentences,  clauses, or sections contained in these Driver Partner Terms shall be declared invalid or unenforceable by a court of competent jurisdiction, or an arbitrator as applicable, these  Driver Partner Terms shall be construed as if such invalid word or words, phrase or  phrases, sentence or sentences, clause or clauses, or section or sections had not been  inserted. If such invalidity is caused by scope, length of time, or size of area, or any or all  of the foregoing, the otherwise invalid or unenforceable provision will be considered to be  reduced to such scope, time, or area, which would cure such invalidity and render it valid  and enforceable.  

23. Entire Agreement 

The Driver Partner Terms, and any supplemental agreements incorporated therein,  constitute the entire agreement between you and the Company with respect to the subject  matter hereof, including, but no limited to, your provision of Delivery Services and access  to the Platform, and supersedes all prior and contemporaneous agreements,  understandings, negotiations, and communications, whether oral or written, including any  such agreements with or representations made by affiliates, subsidiaries, parent  companies, or other related entities of the Company. No terms, conditions, or  representations not expressly set forth herein shall be binding. This Agreement may only  be amended or modified by a written instrument executed by duly authorized  representatives of both Parties. 

24. Assignment  

These Driver Partner Terms and your rights and obligations hereunder are not assignable,  or otherwise transferable or delegable, by you to any third party without our prior written  consent in our sole discretion. Any purported assignment, transfer or delegation without  such consent will be null and void. Company may assign or otherwise transfer or delegate  these Driver Partner Terms (including any rights or obligations hereunder), including to  any purchaser of Company’s business, from time-to-time in our sole discretion. This  agreement will be binding upon and inure to the benefit of the parties’ successors and  permitted assigns.  

25. Notice. You agree that email to your email address on record will constitute formal  notice under these Driver Partner Terms.  

26. Headings. The headings and other captions in these Driver Partner Terms are  included solely for convenience of reference and will not control the meaning and  interpretation of any provision of these Driver Partner Terms. 

27. No Strict Construction. The language used in these Driver Partner Terms will be  deemed the language chosen by the parties to express their mutual intent, and no rule of  strict construction will be applied against any person.  

Signature. These Driver Partner Terms may be signed and are enforceable by  electronic signature, digital signature, wet signature, and facsimile signature. 

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