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18.  DISPUTE RESOLUTION AND ARBITRATION AGREEMENT

 

(a) Agreement to Binding Arbitration Between You and uDLVR.

 

YOU AND uDLVR MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act (“FAA”); but if the FAA is inapplicable for any reason, then this Arbitration Agreement is governed by the laws of the State of Delaware, including Del. Code tit. 10, § 5701 et seq., without regard to choice of law principles. This Arbitration Agreement survives after the Agreement terminates or your relationship with uDLVR ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and uDLVR, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders. This Arbitration Agreement also applies to claims between you and uDLVR’s service providers, including but not limited to background check providers and payment processors; and such service providers shall be considered intended third-party beneficiaries of this Arbitration Agreement.

 

Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND uDLVR. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the uDLVR Platform, the Delivery Services, the uDLVR Services, uDLVR promotions, gift card, referrals or loyalty programs, any other goods or services made available through the uDLVR Platform by uDLVR or a third-party provider, your relationship with uDLVR, the threatened or actual suspension, deactivation or termination of your User Account or this Agreement, background checks performed by or on uDLVR’s behalf, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by uDLVR, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act of 1974 (except for individual claims for employee benefits under any benefit plan sponsored by uDLVR and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.

 

BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND uDLVR ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

 

(b) Prohibition of Class Actions and Non-Individualized Relief.

 

YOU UNDERSTAND AND AGREE THAT YOU AND uDLVR MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND uDLVR BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION (B) SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST uDLVR, WHICH ARE ADDRESSED SEPARATELY IN SECTION 17(C).

 

The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. 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 that party's individual claims.

 

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of the Class Action Waiver may be resolved only by a court and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable with respect to any Claim or any particular remedy for a Claim (such as a request for public injunctive relief), then that Claim or particular remedy (and only that Claim or particular remedy) shall be severed from any remaining claims and/or remedies and may be brought in a court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims or remedies to the fullest extent possible.

 

(c) Representative PAGA Waiver.

 

Notwithstanding any other provision of this Agreement or the Arbitration Agreement, to the fullest extent permitted by law: (1) you and uDLVR agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) for any claim brought on a private attorney general basis, including under the California PAGA, both you and uDLVR agree that any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “representative PAGA Waiver”). Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability, or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from this Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (iii) any such representative PAGA or other representative private attorneys general act claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Claims, the Parties agree that litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.

 

(d) Rules Governing the Arbitration.

 

Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. Copies of these rules can be obtained at the AAA’s website (www.adr.org) (the “AAA Rules”). Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding. The parties may select a different arbitration administrator upon mutual written agreement.

 

As part of the arbitration, both you and uDLVR will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. The arbitrator may award any individualized remedies that would be available in court. 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 that party's individual claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision which shall explain the award given and the findings and conclusions on which the decision is based.

 

The arbitrator will decide the substance of all claims in accordance with applicable law and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different uDLVR users or contractors but is bound by rulings in prior arbitrations involving the same uDLVR user or contractor to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be challenged in a court of competent jurisdiction.

 

(e) Arbitration Fees and Awards.

 

The payment of filing and arbitration fees will be governed by the relevant AAA Rules subject to the following modifications:

 

If uDLVR initiates arbitration under this Arbitration Agreement, uDLVR will pay all AAA filing and arbitration fees.

With respect to any Claims brought by uDLVR against a Driver, or for Claims brought by a Driver against uDLVR that: (A) are based on an alleged employment relationship between uDLVR and a Driver; (B) arise out of, or relate to, uDLVR’s actual deactivation of a Driver’s User account or a threat by uDLVR to deactivate a Driver’s User account; (C) arise out of, or relate to, uDLVR’s actual termination of a Driver’s Agreement with uDLVR under the termination provisions of this Agreement, or a threat by uDLVR to terminate a Driver’s Agreement; (D) arise out of, or relate to, Fares (as defined in this Agreement, including uDLVR’s commission or fees on the Fares), tips, or average hourly guarantees owed by uDLVR to Drivers for Delivery Services, other than disputes relating to referral bonuses, other uDLVR promotions, or consumer-type disputes, or (E) arise out of or relate to background checks performed in connection with a user seeking to become a Driver (the subset of Claims in subsections (A)-(E) shall be collectively referred to as “Driver Claims”), uDLVR shall pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court), including the regular and customary arbitration fees and expenses (to the extent not paid by uDLVR pursuant to the fee provisions above). However, if you are the party initiating the Driver Claim, you shall be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state in which you provide Delivery Services to Customers, unless a lower fee amount would be owed by you pursuant to the AAA Rules, applicable law, or subsection (e)(1) above. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. For purposes of this Section 17(e)(2), the term “Driver” shall be deemed to include both Drivers and Driver applicants who have not been approved to drive.

Except as provided in Federal Rule of Civil Procedure 68 or any state equivalents, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).

At the end of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to you if you prevail, to the extent authorized by applicable law.

Although under some laws uDLVR may have a right to an award of attorneys' fees and non-filing fee expenses if it prevails in an arbitration, uDLVR agrees that it will not seek such an award unless you are represented by an attorney or the arbitrator has determined that the claim is frivolous or brought for an improper purpose (as measured by the standards of Federal Rule of Civil Procedure 11(b)).

If the arbitrator issues you an award that is greater than the value of uDLVR’s last written settlement offer made after you participated in good faith in the optional Negotiation process described in subsection (k) below, then uDLVR will pay you the amount of the award or U.S. $1,000, whichever is greater.

 

(f) Location and Manner of Arbitration.

 

Unless you and uDLVR agree otherwise, any arbitration hearings between uDLVR and a Customer will take place in the county of your billing address, and any arbitration hearings between uDLVR and a Driver will take place in the county in which the Driver provides Delivery Services. If AAA arbitration is unavailable in your county, the arbitration hearings will take place in the nearest available location for a AAA arbitration. Your right to a hearing will be determined by the AAA Rules.

 

(g) Exceptions to Arbitration.

 

This Arbitration Agreement shall not require arbitration of the following types of claims: (1) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction; (2) a representative action brought on behalf of others under PAGA or other private attorneys general acts, to the extent the representative PAGA Waiver in Section 17(c) of such action is deemed unenforceable by a court of competent jurisdiction under applicable law not preempted by the FAA; (3) claims for workers’ compensation, state disability insurance and unemployment insurance benefits; (4) claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA; and (5) individual claims of sexual assault or sexual harassment in connection with the use of the uDLVR Platform, uDLVR Services, or Delivery Services. Where these claims are brought in a court of competent jurisdiction, uDLVR will not require arbitration of those claims. uDLVR’s agreement not to require arbitration of these claims does not waive the enforceability of any other provision of this Arbitration Agreement (including without limitation the waivers provided in Section 17(b)), or of the enforceability of this Arbitration Agreement as to any other dispute, claim, or controversy.

 

Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board (“NLRB”), or Office of Federal Contract Compliance Programs, or similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration. However, should you bring an administrative claim, you may only seek or recover money damages of any type pursuant to this Arbitration Provision, and you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint, except for a complaint issued by the NLRB. Should you participate in an NLRB proceeding, you may only recover money damages if such recovery does not arise from or relate to a claim previously adjudicated under this Arbitration Provision or settled by you. Similarly, you may not recover money damages under this Arbitration Provision if you have already adjudicated such claim with the NLRB. Nothing in this Agreement or Arbitration Agreement prevents your participation in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision.

 

(h) Severability.

 

Except as otherwise provided in the severability provisions in subsections (b) and (c) above, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

 

(i) Driver Claims in Pending Settlement.

 

If you are a member of a putative class in a lawsuit against uDLVR involving Driver Claims and a Motion for Preliminary Approval of a Settlement has been filed with the court in that lawsuit prior to this Agreement’s effective date (a “Pending Settlement Action”), then this Arbitration Agreement shall not apply to your Driver Claims in that particular class action. Instead, your Driver Claims in that Pending Settlement Action shall continue to be governed by the arbitration provisions contained in the applicable Agreement that you accepted prior to this Agreement’s effective date.

 

This language ensures that the new arbitration agreement does not affect any ongoing litigation involving your company, and any such claims will be governed by the terms of the agreement in effect at the time those claims arose. Please ensure to review this with a legal professional to confirm that this is suitable for your specific circumstances.

 

(j) Opting Out of Arbitration for Driver Claims That Are Not In a Pending Settlement Action.

 

As a Driver or Driver applicant, you may opt out of the requirement to arbitrate Driver Claims defined in Section 17(e)(2) (except as limited by Section 17(i) above) pursuant to the terms of this subsection if you have not previously agreed to an arbitration provision in uDLVR’s Terms of Service where you had the opportunity to opt out of the requirement to arbitrate. If you have previously agreed to such an arbitration provision, you may opt out of any revisions to your prior arbitration agreement made by this provision in the manner specified below, but opting out of this arbitration provision has no effect on any previous, other, or future arbitration agreements that you may have with uDLVR. If you have not previously agreed to such an arbitration provision and do not wish to be subject to this Arbitration Agreement with respect to Driver Claims, you may opt out of arbitration with respect to such Driver Claims, other than those in a Pending Settlement Action, by notifying uDLVR in writing of your desire to opt out of arbitration for such Driver Claims, which writing must be dated, signed and delivered by electronic mail to admin@udlvr.co.

 

In order to be effective, (A) the writing must clearly indicate your intent to opt out of this Arbitration Agreement with respect to Driver Claims that are not part of a Pending Settlement Action, (B) the writing must include the name, phone number, and email address associated with your User Account, and (C) the email containing the signed writing must be sent within 30 days after the date this Agreement is executed by you. Should you not opt out within the 30-day period, you and uDLVR shall be bound by the terms of this Arbitration Agreement in full (including with respect to Driver Claims that are not part of a Pending Settlement Action). As provided in paragraph 17(i) above, any opt out that you submit shall not apply to any Driver Claims that are part of a Pending Settlement Action and your Driver Claims in any such Pending Settlement Action shall continue to be governed by the arbitration provisions that are contained in the applicable uDLVR Terms of Use that you agreed to prior to the effective date of this Agreement.

 

Cases have been filed against uDLVR and may be filed in the future involving Driver Claims. You should assume that there are now, and may be in the future, lawsuits against uDLVR alleging class, collective, and/or representative Driver Claims in which the plaintiffs seek to act on your behalf, and which, if successful, could result in some monetary recovery to you. But if you do agree to arbitration of Driver Claims with uDLVR under this Arbitration Agreement, you are agreeing in advance that you will bring all such claims, and seek all monetary and other relief, against uDLVR in an individual arbitration, except for the Driver Claims that are part of a Pending Settlement Action. You are also agreeing in advance that you will not participate in, or seek to recover monetary or other relief, for such claims in any court action or class, collective, and/or representative action. You have the right to consult with counsel of your choice concerning this Arbitration Agreement and you will not be subject to retaliation if you exercise your right to assert claims or opt- out of any Driver Claims under this Arbitration Agreement.

 

(k) Optional Pre-Arbitration Negotiation Process.

 

Before initiating any arbitration or proceeding, you and uDLVR may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by you and uDLVR. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.

 

(l) Binding Effect; Third-Party Beneficiaries.

 

This Arbitration Agreement shall be binding upon, and shall include any claims brought by or against any third parties, including but not limited to your spouses, heirs, third-party beneficiaries and permitted assigns, where their underlying claim(s) arise out of or relate to your use of the uDLVR Platform, uDLVR Services, or Delivery Services. To the extent that any third-party beneficiary to this Agreement brings claims against a party, those claims shall also be subject to this Arbitration Agreement.

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19.  Confidentiality

 

You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to uDLVR’s business, operations and properties, information about a User made available to you in connection with such User’s use of the uDLVR Platform, which may include the User’s name, pick-up location, contact information and photo (“Confidential Information”) disclosed to you by uDLVR for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of uDLVR in order to prevent it from falling into the public domain.

 

20.  Relationship with uDLVR

 

As a Driver on the uDLVR Platform, you acknowledge and agree that you and uDLVR are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and uDLVR expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and uDLVR; and (2) no joint venture, franchisor- franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind uDLVR, and you undertake not to hold yourself out as an employee, agent or authorized representative of uDLVR.

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21.  Prohibited Items for Delivery

1. Illegal substances and drugs

   • Narcotics

   • Medical marijuana (where not permitted)

2. Firearms, Ammunition, and Explosives

   • Guns and firearms

   • Fireworks

   • Explosives

3. Hazardous Materials

   • Corrosive substances

   • Flammable liquids and solids

   • Radioactive materials

4. Perishable Items

   • Unpackaged food items

   • Items requiring refrigeration (unless your service provides refrigerated transport)

5. Animals

   • Live animals

   • Endangered species and their products

6. High-Value Items

   • Jewelry

   • Fine art

   • Antiques

7. Alcohol and Tobacco (without proper licensing and adherence to local regulations)

   • Alcoholic beverages

   • Tobacco products and smoking accessories

8. Pornographic Materials

   • Adult content and materials

9. Cash and Negotiable Items

   • Cash in any currency

   • Bearer form negotiable instruments (like bearer bonds and promissory notes)

10. Sharp Objects and Weapons

    • Knives and other sharp objects

    • Weapons and weapon parts

11. Human Remains and Body Parts

    • Human organs

    • Cremated remains

12. Illegal Trade Items

    • Items derived from protected species

    • Goods prohibited under international trade sanctions and embargoes

13. Pharmaceuticals and Medical Supplies

    • Prescription medicines (without proper licensing)

    • Controlled substances

14. Miscellaneous

    • Stolen property

    • Items emitting bad odor

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The is a zero-tolerance policy for the items on this banned list.  First time violation will result in a permanent ban of your uDLVR account. 

 

​22.  Third-Party Services

 

In addition to connecting Users with Drivers, the uDLVR Platform may enable Users to provide services or receive services from other third parties. You understand that the Third-Party Services may also be subject to terms and pricing of the third-party provider (collectively, the “Third-Party Terms”) which will govern your relationship with such third-party provider, as applicable. You agree that uDLVR is not responsible and may not be held liable for the Third-Party Services or the actions or omissions of the third-party provider.

 

​23.  Other Provisions

 

Choice of Law. This Agreement is governed by and construed in accordance with the laws of the state where your company is based, without giving effect to any conflict of law principles.

 

Notice. uDLVR may give notice by means of a general notice on the uDLVR Platform, electronic mail to your email address in your Account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by mail or pre-paid post to any address connected with your Account.

 

General. You may not assign this Agreement without uDLVR’s prior written approval. uDLVR may assign this Agreement without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of uDLVR’s equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment, or agency relationship exists between you, uDLVR or any Third-Party Provider as a result of this Agreement or use of the uDLVR Platform. uDLVR's failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by uDLVR in writing.

 

24.  General

 

Except as provided in Section 17, this Agreement shall be governed by the laws of the State of Virginia without regard to choice of law principles. This choice of law provision is only intended to specify the use of Virginia law to interpret this Agreement and is not intended to create any other substantive right to non-Virginians to assert claims under Virginia law whether by statute, common law, or otherwise. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by uDLVR, in our sole discretion by providing notice to you. You may not assign this Agreement without uDLVR’s prior written approval. Any purported assignment by you in violation of this Section 21 shall be void. Except as explicitly stated otherwise, any notices to uDLVR shall be given by certified mail, postage prepaid and return receipt requested to uDLVR, [Company Address]. Any notices to you shall be provided to you through the uDLVR Platform or given to you via the email address or physical address you provide to uDLVR during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches, any such waiver shall be in writing. This Agreement sets forth the entire understanding and agreement between you and uDLVR with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.

 

If you have any questions regarding the uDLVR Platform, uDLVR Services, or delivery services, please contact us through our Help Center.

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25. uDLVR Services

 

uDLVR revolutionizes the way large items are moved, seamlessly connecting users with a network of local drivers equipped to transport goods from pickup points to desired destinations. Users begin by selecting their pickup and drop-off locations on the uDLVR platform, specifying the delivery size and entering essential delivery details such as item name, recipient information, and visual verification through four corner-angle photos. For online store pickups, users can input order details, QR codes, or one-time passwords (OTPs) for secure retrieval.

 

The platform offers the flexibility of immediate deliveries or scheduled drop-offs, catering to user convenience between 7 AM and 11 PM. Upon request submission, available drivers in the vicinity can accept or decline the task based on their availability and suitability. Real-time tracking enables users to view the driver's ETA and live location, ensuring transparency and trust.

 

At pickup, drivers validate the transaction by capturing the item's condition and confirming the pickup with a unique OTP provided to the customer, ensuring the right driver collects the item. Similarly, at drop-off, the driver substantiates delivery completion with additional photos and a second OTP, bolstering security and accuracy. Post-delivery, customers have the option to tip their driver, acknowledging their service and effort, fostering a community of appreciation and support within the uDLVR ecosystem.

 

For further details and to experience the seamless service of uDLVR, visit our website or download the app.

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26. Dispute Resolution for uDLVR

 

At uDLVR, we facilitate connections between users and Drivers for the delivery of items. If a dispute arises from the services provided by a Driver, uDLVR encourages parties to resolve the matter informally. If unsuccessful, binding arbitration may be sought, conducted by a neutral arbitrator, with the proceedings held in English. uDLVR is not responsible for the actions of Drivers or for any harm, loss, or damage to items or property during service delivery. Disputes, including any related to service performance or item handling, lie solely between the user and the Driver. uDLVR will not replace or repair any damaged property but will facilitate communication between parties to aid in resolution. Any disputes not resolved through arbitration may, if eligible, be taken to small claims court. For reporting suspected unlawful conduct by Drivers during service, contact support@udlvr.co.

 

27. uDLVR’s Rights

 

As between you and uDLVR, all content of the uDLVR Platform, including but not limited to designs, text, graphics, images, video, information, logos, button icons, software, audio files, and computer code is either owned by uDLVR or used with permission. You grant uDLVR a perpetual, irrevocable, non-exclusive, royalty-free, worldwide license to use any content you provide, in any form, through the uDLVR platform. This may include the right to modify, reproduce, and publish the content for any purpose without compensation to you. uDLVR reserves all rights not explicitly granted in the Terms of Service. You also waive any claims to moral rights or attribution regarding your content.

 

28. uDLVR Communications Consent

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By creating an account or using the uDLVR platform, you consent to receive communications from us, our affiliates, or third-party partners, including but not limited to emails, text messages, calls, and push notifications. These communications may be related to your account, platform updates, marketing, promotions, or news about uDLVR. Texts and calls may be generated by automated systems.

You can unsubscribe from promotional emails via the link in the email. To opt-out of promotional calls or texts, follow the provided instructions. Opting out of all uDLVR communications may affect your use of the platform.

Should you update or deactivate your provided phone number, you agree to promptly update your account information to prevent messages from being sent to the wrong recipient. Standard message and data rates may apply to text messages.

 

29. Location Information

 

uDLVR's platform collects location information which is utilized as outlined in our Privacy Policy at www.uDLVR.co/privacy-policy. By registering or using our App, Site(s), or any part of the uDLVR service, you give your clear consent for the collection, use, disclosure, and retention of your location data.

You have the right to withdraw your consent regarding uDLVR’s use of your location information at any time, either by uninstalling the App or adjusting your device’s privacy settings. Be aware that revoking consent or deactivating your account does not remove all data; we may hold certain details if required by law or for valid business reasons, and some data may remain in our cache or archives for a specific period.

If you agree to allow uDLVR to gather location information and do not later halt this collection, we will continue to accumulate this data. If you halt and then later re-permit the collection of location details, we will resume gathering this information in accordance with your new consent.

At uDLVR, we implement robust measures to safeguard your location details against loss, theft, misuse, and unauthorized entry, as well as against any unlawful disclosure, alteration, or destruction.

For any concerns or questions regarding the handling of location information, please contact our support team at support@udlvr.co.

 

30. Indemnity Clause 

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By providing Delivery Services as an independent contractor on the uDLVR Platform, you (the “Driver”) agree to indemnify, defend, and hold harmless uDLVR Inc., its affiliates, subsidiaries, officers, directors, employees, agents, and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees and costs) arising out of or related to:

1. Your operation and use of your vehicle in connection with providing Delivery Services via the uDLVR Platform;

2. Any breach or violation of these Terms of Service or any applicable Supplemental Agreement;

3. Any negligent, reckless, or willful acts or omissions in the performance of your services;

4. Your failure to maintain and provide proof of valid personal auto insurance with a commercial endorsement, as required by uDLVR.

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