Last modified: 11/09/2024
Independent Contractor Agreement
Last updated: 11/09/2024
IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT, THE CONTRACTOR CONFIRMS THAT THEY HAVE READ, UNDERSTOOD, AND TAKEN ANY NECESSARY STEPS TO FULLY COMPREHEND THIS AGREEMENT AND ITS CONSEQUENCES.
This Independent Contractor Agreement (“Agreement”) governs the rules, obligations, and restrictions regarding your provision of services through the DashDrop Platform (“Contracted Services”), as outlined in Section 3 below. This Agreement is entered into between DashDrop LLC (“DashDrop”), a company registered in California with its principal office located at 4836 Tusk Way, Elk Grove, CA 95757, and You (“Contractor”), an independent contractor providing product collection and drop-off services. This Agreement takes effect upon acceptance, regardless of whether the Contractor becomes eligible to perform any Contracted Services.
BY ACCESSING THIS WEBSITE, THE CONTRACTOR AGREES TO BE BOUND BY (1) THIS AGREEMENT, (2) THE DASHDROP PRIVACY POLICY, AND (3) THE DASHDROP TERMS OF USE.
Recitals:
DashDrop is a logistics service that facilitates the delivery of goods and/or return of unwanted goods from Consumers to processing centres. The DashDrop platform allows individuals (“Consumers”) to request the collection of goods for return or delivery. Independent Contractors are notified of available service opportunities via the DashDrop App/Website and perform the Contracted Services, which include collecting goods from Consumers and delivering them to the designated processing centres or the location decided by the Consumers. DashDrop offers the following services: (a) return services and does not process returns directly and (b) picks up goods from Consumers and delivers them to the location as specified by the Consumer.
1. Purpose of Agreement
a. DashDrop is engaged in the business of facilitating the pick-up and drop-off of products across the United States. The Contractor agrees to provide these services as an independent contractor, and not as an employee, agent, or representative of DASHDROP.
b. The Contractor enters into this Agreement for the opportunity to receive Contracted Service Opportunities (as defined hereinbelow) through the DashDrop platform. The Contractor understands and expressly agrees that they are not an employee of Dashdrop, any business, or any individual using the DashDrop platform. They perform Contracted Services solely on their own behalf and their business, and not on behalf of Dashdrop.
c. The Contractor further understands that: (i) they have the freedom to choose the times they are available on the DashDrop platform to receive Contracted Service Opportunities; (ii) they can accept or reject the Contracted Service Opportunities offered through the DashDrop platform, allowing them to control their earnings and maximize their opportunity to profit; and (iii) they maintain sole discretion over how the Contracted Services are performed and how those services are completed, provided they comply with applicable laws and the standard procedure laid down by DashDrop.
d. In consideration of the above, and the mutual promises contained in this Agreement, Dashdrop and the Contractor (collectively, “the parties”) agree as follows:
2. Independent Contractor Relationship
a. The Contractor acknowledges that they are an independent contractor and not an employee of DASHDROP. This Agreement does not create an employment, partnership, or joint venture relationship between the Contractor and DashDrop. The Contractor has complete discretion in deciding the time, location, and method of providing the services, subject to operational requirements established by DashDrop.
b. As an independent contractor, the Contractor is not entitled to any employee benefits from Dashdrop, such as health insurance, workers’ compensation, retirement plans, or paid leave.
c. The Contractor is solely responsible for all expenses incurred while providing services, including, but not limited to, fuel, vehicle maintenance, insurance, and taxes. The Contractor is responsible for maintaining any necessary business licenses, permits, and insurance coverage, and must comply with all federal, state, and local laws governing the provision of services. Additionally, the Contractor is liable for all tax obligations arising from their earnings under this Agreement, including income tax, self-employment tax, and any other applicable taxes.
3. Operations
a. Scope of Services: The Contractor agrees to provide return service-related pick-up and drop-off services as requested through the DashDrop platform. These services include but are not limited to:
● Collecting goods from designated customer locations, as specified through the DashDrop platform or any other agreed method of communication.
● Transporting the collected goods safely and securely to the designated location or processing center/s.
● Ensuring proper documentation and confirmation of goods upon delivery to the processing centre, following DashDrop’s procedures for recording returned items.
● Reporting any issues, discrepancies, or irregularities during the pick-up, transit, or drop-off to DashDrop immediately.
b. No Alteration of Goods: The Contractor agrees and acknowledges that their role is limited strictly to the transportation of goods. The Contractor is prohibited from:
● Opening, tampering with, altering, or otherwise modifying any goods collected during the course of performing services.
● Transferring goods to any unauthorized third parties unless explicitly authorized by DashDrop. The Contractor’s responsibility is limited solely to the timely and secure transport of goods in the condition they were collected. Any violation of this provision shall constitute a material breach of this Agreement.
c. Service Availability: DashDrop does not guarantee a minimum or maximum number of service requests. The Contractor acknowledges that:
● The availability of service requests will depend on customer demand, geographic location, and other market factors.
● DashDrop reserves the right to change or modify the availability and frequency of service requests at its sole discretion without any obligation to the Contractor.
● The Contractor is not entitled to compensation or reimbursement for downtime or unavailability of service requests unless explicitly stated otherwise in this Agreement.
d. Contractor Obligations: The Contractor agrees to:
● Pick up and transport products from customer locations to designated locations or return centres or the centre chosen by the Consumer in compliance with the timelines and instructions provided by DashDrop or its clients.
● Use best efforts to complete each pick-up and delivery in accordance with DashDrop’s operational requirements, including timeliness and safety standards.
● Exercise care and diligence in the handling and transportation of goods, ensuring that all items are delivered intact and without damage.
● Follow all applicable local, state, and federal laws and regulations governing the transportation of goods, including road safety and vehicle maintenance laws.
● Maintain courteous and professional behaviour when interacting with customers, third parties and DashDrop representatives.
e. Service Acceptance and Performance
● The Contractor has the right to decline any service request without penalty. However, once a service request is accepted, the Contractor is contractually obligated to complete the service in compliance with the specifications set by DashDrop and the customer.
● The Contractor acknowledges that failure to complete an accepted service request in accordance with DashDrop’s terms, or abandonment of an accepted service request, may result in penalties, suspension, or termination of the Contractor’s access to the DashDrop platform.
● In cases of unforeseen circumstances (e.g., vehicle breakdown, accidents, etc.) that prevent the Contractor from completing a service, the Contractor must immediately notify DashDrop to make alternate arrangements.
f. Costs, Expenses, and Equipment
● The Contractor is solely responsible for all expenses incurred in the performance of services, including but not limited to fuel, vehicle maintenance, insurance, and any necessary mobile devices or data plans to access the DashDrop platform.
● The Contractor acknowledges that DashDrop will not provide any reimbursement for these expenses unless otherwise explicitly agreed in writing.
● The Contractor must ensure that their vehicle and equipment (e.g., smartphone) are in proper working condition, and capable of fulfilling the obligations under this Agreement. The Contractor is also responsible for obtaining any necessary licenses, permits, or insurance required to legally perform the services.
● The Contractor is not required to purchase or rent any products, equipment, or services from DashDrop as a condition of entering into or continuing this Agreement.
g. Quality and Timeliness of Service
● The Contractor shall make best efforts to meet DashDrop’s expected timelines for the pick-up and delivery of goods, ensuring that goods are delivered to the designated return centers promptly.
● The Contractor shall promptly report any delays, accidents, or incidents that may impact the timely completion of services to DashDrop.
● The Contractor acknowledges that consistent failure to meet DashDrop’s timeliness standards may result in corrective actions, including but not limited to suspension or termination of this Agreement.
h. Confidentiality and Security
● The Contractor agrees to maintain the confidentiality for perpetuity of any customer information (including addresses, contact details, and the nature of returned goods) and DashDrop’s business practices that are disclosed during the performance of services.
● The Contractor must protect customer goods from loss, theft, or damage while in their possession and must immediately report any such incidents to DashDrop.
i. Data and Platform Usage
● The Contractor acknowledges that by using the DashDrop platform to accept and perform services, certain data, including location and service performance metrics, may be collected by DashDrop for operational and legal purposes.
● The Contractor agrees to only use the DashDrop platform for lawful purposes related to the performance of services under this Agreement.
● Any unauthorized use of the DashDrop platform or misrepresentation of service performance will be considered a breach of this Agreement and may lead to penalties, including but not limited to the suspension or termination of platform access.
● DashDrop acknowledges to not use any personal or sensitive data of Contractor except for the purposes of this Agreement.
j. No Guarantee of Profit or Success
● DashDrop makes no guarantees regarding the Contractor’s income, profits, or success in performing services under this Agreement. The Contractor acknowledges that earnings are dependent on various factors, including, but not limited to, market demand, service efficiency, and customer feedback.
● The Contractor understands that DashDrop is not responsible for any fluctuations in demand or reductions in service opportunities.
4. Contractor Services
a. Service Opportunities: From time to time, the DashDrop platform may notify the Contractor of opportunities to perform Contracted Services in accordance with orders placed by customers or merchants via the platform (each referred to as a “Contracted Service Opportunity”). The Contractor agrees that by logging into the DashDrop App and starting a shift, they are making themselves available to receive Contracted Service Opportunities, which they may either accept or reject at their sole discretion.
b. Delivery Service Opportunities: For each Contracted Service Opportunity accepted by the Contractor that involves picking up one or more items from Consumers to the designated location or return center (a “Delivery Service Opportunity”), the Contractor agrees to:
● proceed to the designated return center,
● retrieve the item(s) in a safe and timely manner,
● ensure the Delivery Service Opportunity is accurately completed in accordance with the instructions, specifications, or guidelines provided by the Consumer, merchant, or any other party requesting the service, and
● deliver the item(s) to the Consumer(s) safely and on time, without altering the quality, presentation, or condition of the item(s).
c. The Contractor agrees to comply with all applicable laws. A Delivery Service Opportunity is deemed complete once all items have been delivered to the location or center. The Contractor agrees to promptly mark the Delivery Service Opportunity as complete in the DashDrop App.
d. If the location or processing center is unavailable to accept the delivery, the Contractor agrees that the delivery will only be considered complete if they:
● make reasonable efforts to contact the Consumer and wait for a reasonable time as per the DashDrop App guidelines, and
● either leave the items at the Consumer’s location or return the items to the Consumer, as specified at the time the Delivery Service Opportunity was offered. Under no circumstances may the Contractor retain the items.
e. Autonomy and Discretion: The Contractor retains the right to cancel a Contracted Service at their reasonable discretion and business judgment. However, the Contractor agrees to maintain both a customer rating and a completion rate, as detailed by DashDrop, throughout the term of this Agreement. Failure to meet these performance metrics constitutes a material breach, giving DashDrop the right to terminate the Agreement and/or deactivate the Contractor’s account. The Contractor shall not attempt to persuade or induce Consumers or merchants to cancel any Contracted Service.
f. Discretion of Service Opportunities: DashDrop retains the discretion to determine which, if any, Contracted Service Opportunities are presented to the Contractor. Similarly, the Contractor retains complete discretion to accept or decline any opportunity offered through the platform.
g. Communication During Services: The Contractor authorizes DashDrop to facilitate communication between the Contractor and Consumers during the performance of Contracted Services. DashDrop shall control the manner or means by which the Contractor performs the services. This includes, but is not limited to:
● The Contractor shall choose their mode of transportation as per the specific requirements from DashDrop.
● The Contractor is subject to supervision by DashDrop or any individual acting on DashDrop’s behalf.
● The Contractor is required to display DashDrop branding, signage, or other identifying markers on their vehicle or person while performing services.
● DashDrop has authority over the Contractor’s personal appearance or conduct, other than ensuring compliance with applicable laws and safety regulations.
● The Contractor shall be subject to performance evaluations by DashDrop.
h. Service Failure: In the event that the Contractor fails to perform any Contracted Service in accordance with the terms set by the Consumer, or in breach of this Agreement (a “Service Failure”), the Contractor may forfeit part or all of the agreed-upon fee for the service. Should the Contractor dispute responsibility for a Service Failure, the issue will be resolved according to the “Payment Disputes” section of this Agreement.
i. Payment Dispute: In the event of a payment dispute, the Contractor must submit a written notice to DashDrop within seven (7) days of the disputed payment. DashDrop will review the claim and any relevant documentation, with a decision made within fourteen (14) business days. If the dispute is valid, DashDrop will adjust the payment within seven (7) business days. If DashDrop determines no adjustment is warranted, the decision will be final. DashDrop reserves the right to withhold payments for Service Failures, suspected fraud, or breaches of the Agreement, subject to the dispute resolution process outlined above.
5. Use of Content by Dashdrop
a. Certain sections of the DashDrop Platform allow the Contractor to provide various types of content, such as feedback, text, photos, audio, video, and other information (collectively, “Content”). By submitting Content in any form or manner, the Contractor agrees to grant DashDrop an exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable, and transferable license to use, copy, modify, create derivative works from, distribute, and publish the Content without restriction. The Contractor also waives any moral rights associated with the Content, where applicable by law, and consents to DashDrop using the Content without attributing authorship to the Contractor or attributing it to another party. Should the Content include personal information, DashDrop will handle it in accordance with its privacy policy.
b. If DashDrop compensates the Contractor for the creation of Content or facilitates its creation, DashDrop may claim ownership of the Content. The Contractor warrants that they either own the Content or have the necessary authorization to grant these rights to DashDrop and is solely responsible for any potential infringements of third-party intellectual property or privacy rights. The Contractor is prohibited from submitting Content that is discriminatory, obscene, harassing, deceptive, violent, or illegal and must ensure compliance with all applicable DashDrop policies.
6. Intellectual Property
a. All intellectual property rights, including but not limited to copyright, database rights, trademarks, design rights, patents, and other proprietary rights in the DashDrop Platform, are owned by DashDrop or its licensors. The Contractor agrees not to use, copy, or exploit such intellectual property in any way, except as permitted through the DashDrop Platform to perform the Contracted Services in compliance with this Agreement.
b. DashDrop grants the Contractor a non-exclusive, non-transferable, non-sublicensable, revocable license to use the DashDrop Platform solely for the purpose of carrying out the Contracted Services under this Agreement. This license will automatically terminate upon termination of the Agreement.
c. Any suggestions, ideas, or feedback provided by the Contractor to DashDrop regarding the Platform (“Submissions”) will become the exclusive property of DashDrop, and DashDrop shall have the right to use such Submissions without acknowledgment or compensation to the Contractor.
7. Privacy
a. The Contractor may have access to the personal information of the customers, as defined under applicable privacy laws, obtained in connection with the Contracted Services (“Personal Information”) strictly in accordance with this Agreement and solely for the specified business purpose of providing the Contracted Services. The Contractor must comply with all applicable privacy laws and ensure that the protection of Personal Information meets the legal requirements. The Contractor is prohibited from selling or sharing any Personal Information.
b. The Contractor must not:
● retain, use, or disclose Personal Information (i) for any purpose other than the business purpose of providing the Contracted Services or (ii) outside of the direct business relationship between DashDrop and the Contractor; or
● combine Personal Information obtained through the Contracted Services with information received from or on behalf of other individuals or from the Contractor’s own interactions, unless permitted by applicable privacy laws. The Contractor certifies that they understand and will comply with these obligations.
c. The Contractor may process Personal Information only for the duration of this Agreement or until otherwise directed by DashDrop. If the Contractor retains any Personal Information, they must promptly delete an individual’s Personal Information from their records upon the termination of this Agreement or as instructed by DashDrop, whichever is earlier. DashDrop reserves the right to take reasonable steps to ensure that the Contractor uses Personal Information in accordance with DashDrop’s obligations under applicable privacy laws. The Contractor must promptly inform DashDrop if they determine they are unable to meet their privacy obligations.
d. Upon notice from DashDrop, reasonable steps may be taken to halt and remediate any unauthorized use of Personal Information. At DashDrop’s request, the Contractor shall provide all necessary information to demonstrate compliance with this Agreement and applicable privacy laws. DashDrop has the right to monitor the Contractor’s adherence to this Agreement using measures deemed appropriate. The Contractor shall permit and cooperate with audits or inspections conducted by DashDrop or its designated auditor.
8. Compensation
a. The Contractor will be compensated for completed pick-ups and deliveries at the rates established by DashDrop. Payments will be processed via direct deposit based on the bank and account details provided by the Contractor. DashDrop reserves the right to adjust or withhold all or part of the payment if it reasonably believes that the Contractor has engaged in fraud, abuse, or any attempt thereof involving the DashDrop platform.
b. DashDrop does not withhold taxes or offer any benefits to the Contractor. The Contractor is responsible for remitting all required tax payments to federal, state, and local authorities as required by law.
c. For transactions involving payments from Consumers via the DashDrop platform, DashDrop will process these payments and remit the applicable portion to the Contractor for the services rendered. Contractors can view payment options, along with applicable terms and restrictions, through the DashDrop platform.
d. The Contractor is responsible for ensuring the accuracy of their bank account or debit card information to receive payments in a timely manner. DashDrop will not be liable for any lost or delayed payments caused by incorrect routing or account information.
e. From time to time, DashDrop may offer cash-based service opportunities. In such cases, the Contractor’s earnings balance in the DashDrop platform will be adjusted to reflect the cash received from the Consumer. The Contractor is responsible for tracking, reporting, and paying taxes on any tips or cash received from these cash-based service opportunities.
f. Failure by Contractor: If a Service Failure occurs, the Contractor may not be entitled to payment as determined by DashDrop in its reasonable discretion. Any withholding of payment will be based on evidence provided by Consumers, or other relevant parties. DashDrop will make an initial determination on whether the Service Failure was due to the Contractor’s actions or omissions. The Contractor has the right to challenge this determination through legal means outlined in this Agreement but must first notify DashDrop in writing and provide evidence supporting the challenge to allow DashDrop the opportunity to resolve the dispute.
9. Equipment and Expenses:
a. The Contractor is solely responsible for providing, maintaining, and ensuring the functionality of all necessary equipment to perform the Contracted Services. This includes, but is not limited to:
● A reliable vehicle for the transportation of goods and products.
● A smartphone with access to the DashDrop platform for managing pick-ups and deliveries.
● Sufficient and legally required insurance coverage, including vehicle insurance, general liability insurance, or any other insurance necessary to perform the services safely and legally.
b. The Contractor acknowledges and agrees that they are responsible for all expenses and costs arising from the performance of the Contracted Services. These expenses may include, but are not limited to, vehicle-related costs (such as fuel, maintenance, repairs, and insurance), fines or penalties (such as traffic violations), parking fees, and expenses related to the use of mobile devices, including text messaging and data usage fees as determined by the Contractor’s mobile carrier. Furthermore, the Contractor agrees that any personnel engaged to assist in the performance of services (“Contractor’s Personnel”) are the sole responsibility of the Contractor, including any associated costs or liabilities.
c. DashDrop is not liable for any costs associated with the Contractor’s equipment or the Contractor’s Personnel unless explicitly stated otherwise in this Agreement or as required by applicable law. The Contractor assumes full responsibility for the risk of damage, loss, or theft of their equipment while performing the Contracted Services, except where otherwise mandated by law.
10. Background Verification
a. To ensure the safety and security of the DashDrop platform and its users, the Contractor is required to pass a background check and identity verification process before being authorized to perform any Contracted Services. This process is administered by the Contractor or third-party vendors, subject to the Contractor’s lawful consent.
b. The Contractor agrees to submit to this background check as part of the onboarding process and acknowledges that their ability to perform services under this Agreement is contingent on the satisfactory completion of the background check and identity verification. DashDrop reserves the right to conduct further background checks or identity verification during the term of this Agreement, as reasonably necessary, to maintain platform safety or comply with legal requirements.
c. Should the Contractor fail to pass the required background check or identity verification, DashDrop reserves the right to terminate or suspend this Agreement without any liability or further obligations to the Contractor, except as required by law. All background checks and verifications will be conducted in accordance with applicable privacy and data protection laws.
11. Insurance and Licenses
a. The Contractor is required to maintain a valid driver’s license and all necessary permits to legally provide transportation services under this Agreement. Additionally, the Contractor must carry and maintain appropriate insurance coverage for their vehicle, including but not limited to liability insurance, as required by applicable laws.
b. The Contractor acknowledges that failure to secure or maintain valid insurance coverage and licenses as required by law constitutes a material breach of this Agreement and may result in the termination of the Agreement and the Contractor’s inability to receive Contracted Service Opportunities.
c. Upon DashDrop’s request, the Contractor agrees to provide proof of valid insurance in the form of current certificates of insurance. The Contractor must also notify DashDrop of any updates or changes to their insurance coverage, including policy cancellations, with at least thirty (30) days’ prior written notice.
d. Where required by law, the Contractor agrees to maintain workers’ compensation insurance or occupational accident insurance to cover any risks arising from the performance of the Contracted Services. The Contractor acknowledges that they are not eligible for workers’ compensation benefits through DashDrop unless required by law and must arrange for their own coverage.
e. To ensure compliance with insurance obligations, the Contractor agrees to notify DashDrop or its designated insurance carrier of any incident or accident (“Event”) that occurs during the performance of Contracted Services within 48 hours of the Event. The Contractor shall provide full cooperation in any subsequent investigation related to the Event.
12. Communications
a. By entering into this Agreement, the Contractor agrees to receive communications from DashDrop, its affiliates, Merchants, partners, or other third-party service providers related to the Contractor’s performance of services under this Agreement. Such communications may be delivered via email, SMS/text message, direct message, chat, phone calls, or push notifications to the contact information provided by the Contractor. These communications may include, but are not limited to, messages concerning Contracted Services, security updates, earnings, policy changes, customer support, research, or commercial and marketing content.
b. The Contractor acknowledges that communications, including calls or text messages, may be sent through automated systems, and receiving such communications is not a condition for engaging in Contracted Services. Any changes to the Contractor’s contact information, such as an updated email address or phone number, must be promptly reflected in the Contractor’s account to avoid misdirected communications. Standard message and data rates may apply, and message frequency may vary based on the nature of the communications.
c. For assistance or additional information regarding communications or privacy practices, the Contractor may contact DashDrop’s support team directly.
13. Indemnity
a. DashDrop shall have no liability to the Contractor under this Agreement. However, should the need arise, DashDrop will indemnify, defend, and hold harmless the Contractor from any claims, demands, damages, losses, or liabilities directly resulting from a failure of the DashDrop platform to perform as expressly represented in writing by DashDrop, or from claims related to intellectual property infringement solely attributable to the DashDrop platform.
b. The Contractor agrees to indemnify, defend, and hold harmless DashDrop, including its parent, subsidiary, and affiliated entities, as well as their respective officers, directors, agents, employees, representatives, and successors from any and all claims, demands, suits, damages, losses, liabilities, and causes of action arising directly or indirectly from the Contractor’s performance of services under this Agreement. This includes, but is not limited to, any personal injury or death (including injury or death to the Contractor or their personnel) or any other liabilities stemming from the Contractor’s actions, failure to comply with this Agreement, or failure to meet legal obligations. This indemnity obligation includes covering legal defense costs, such as attorneys’ fees, and any settlements or judgments incurred by DashDrop.
c. The Contractor shall be solely responsible for, and indemnify DashDrop against, any and all tax liabilities and obligations, including but not limited to federal, state, provincial, and local taxes, payroll taxes, self-employment taxes, workers’ compensation premiums, and any other contributions or obligations imposed by law with respect to the Contractor or their personnel.
d. The Contractor agrees to be responsible for all costs related to the operation of their business, including any required insurance, licenses, permits, taxes, and regulatory fees imposed by local, state, provincial, or federal authorities. The Contractor further agrees to indemnify, defend, and hold DashDrop harmless from any such costs, liabilities, or penalties associated with the Contractor’s failure to comply with these obligations.
14. Legal Processes Affecting DashDrop Accounts
a. If any legal action, such as garnishment, levy, or other legal proceedings (“Legal Process”), is initiated against the Contractor’s DashDrop account, DashDrop will not defend or contest the Legal Process on the Contractor’s behalf. DashDrop may take any action it deems necessary to comply with such Legal Process without incurring any liability towards the Contractor. The Contractor acknowledges that DashDrop may honor Legal Process served via personal service, mail, email, or facsimile at any DashDrop facility or office of its authorized agent, regardless of whether such service fully complies with legal requirements.
b. In the event of a Legal Process affecting the Contractor’s DashDrop account, DashDrop may restrict the Contractor from using payment options. The Contractor will be responsible for any funds received through these alternative payment options that would otherwise have been withheld due to the Legal Process. DashDrop reserves the right to recoup or offset such amounts from any payments owed to the Contractor.
c. The Contractor acknowledges that Legal Process may cause delays in payments. DashDrop will not be held liable for any losses or damages incurred by the Contractor due to such delays in payment.
15. Termination
a. Either DashDrop or the Contractor may terminate this Agreement at any time, with or without cause, by providing written notice to the other party.
b. Upon termination, the Contractor will be compensated for all completed deliveries up to the effective date of termination. The Contractor may terminate this Agreement for any reason, or for no reason at all, by delivering written notice to DashDrop. Such notice will not take effect until the earlier of (i) seven (7) days after DashDrop’s receipt of the notice or (ii) the deactivation of the Contractor’s DashDrop account.
c. DashDrop may terminate this Agreement and deactivate the Contractor’s DashDrop account for a material breach of this Agreement.
d. Notwithstanding the above, DashDrop retains the right to temporarily suspend access to the DashDrop Platform for the purpose of conducting timely investigations when fraud or abuse is suspected, including circumvention of compliance with any legal processes, or when deemed necessary to ensure the safety and security of DashDrop users.
16. Dispute Resolution and Governing Law
a. In the event of any dispute, controversy, or claim arising out of or related to this Agreement, including but not limited to its interpretation, performance, breach, or termination, the parties agree to engage in good faith discussions to attempt to resolve the dispute amicably. Such discussions shall be initiated by either party providing written notice to the other, detailing the nature of the dispute. If the dispute remains unresolved for a period of thirty (30) days following the commencement of such discussions, the parties agree that the dispute shall be submitted to binding arbitration.
b. The arbitration shall be conducted in accordance with the California Arbitration Act, California Code of Civil Procedure § 1280 et seq. The seat of arbitration shall be Sacramento, California, and the arbitration proceedings shall be conducted in the English language. The arbitration shall be administered by a mutually agreed-upon arbitration service, and the arbitration shall be conducted before a single arbitrator, who shall be a retired judge or an experienced attorney with expertise in the subject matter of the dispute. The arbitrator shall have the authority to grant any remedy or relief that a court could grant under California law, including but not limited to injunctive relief and specific performance.
c. The parties acknowledge that arbitration is a final and binding resolution of disputes, and by agreeing to arbitration, they waive their right to seek remedies in a court of law, including the right to a jury trial. The parties shall bear their own costs and expenses related to the arbitration, including attorney’s fees, unless the arbitrator determines that an award of such costs and fees is warranted.
d. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Any legal proceedings arising from or relating to this Agreement that are not subject to arbitration shall be brought exclusively in the state or federal courts located in Sacramento, California, and each party hereby consents to the personal jurisdiction of such courts and waives any objections to the venue therein.
17. Confidentiality
a. For the purposes of this Agreement, “Confidential Information” shall include, but not be limited to, all proprietary and non-public information disclosed by DASHDROP to Contractor, whether in written, electronic, or oral form. This includes, but is not limited to, customer lists, pricing strategies, financial information, marketing plans, operational procedures, technical data, trade secrets, and any other information that is marked or identified as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
b. Contractor agrees to hold all Confidential Information in strict confidence and shall not, without the prior written consent of DASHDROP, disclose or permit any third party to access any Confidential Information. Contractor shall take all reasonable measures to protect the confidentiality of such information, at least as rigorously as it protects its own confidential information, but in no event with less than reasonable care.
c. Notwithstanding the above, Contractor may disclose Confidential Information to the extent required by law, regulation, or court order, provided that Contractor provides DASHDROP with prompt written notice of such requirement and cooperates with DASHDROP in seeking a protective order or other appropriate remedy. Contractor shall limit any such disclosure to the minimum necessary to comply with the legal requirement.
d. Upon termination of this Agreement or upon written request from DASHDROP, Contractor shall promptly return or destroy all materials containing Confidential Information, including all copies, summaries, and any other derivative works thereof. Contractor shall certify in writing to DASHDROP that it has complied with this obligation.
e. Contractor’s obligations with respect to Confidential Information shall survive the termination of this Agreement for a period of five (5) years from the date of termination, or until such time as the Confidential Information no longer qualifies as confidential under applicable law, whichever is longer.
f. Nothing in this Agreement shall be construed as granting any rights, by license or otherwise, in or to any Confidential Information, except as expressly provided herein.
g. Contractor agrees to indemnify and hold DASHDROP harmless from any claims, damages, losses, liabilities, or expenses (including reasonable attorney’s fees) arising from any unauthorized disclosure of Confidential Information by Contractor or its personnel, agents, or representatives.
18. Third-Party Services:
Occasionally, Contractor may utilize services provided by third parties while accessing the DashDrop Platform. Contractor acknowledges that these services are governed by the terms and conditions set forth by each respective third-party provider. Contractor agrees that DashDrop shall not be held responsible or liable for any third-party services or for the actions or omissions of any third-party provider.
Apple Maps/ Google Maps: When using the DashDrop App for Contracted Services, Contractor may have the option to access Apple Maps/ Google Maps for in-app navigation. By doing so, Contractor consents to Apple/Google collecting location data while the DashDrop App is operational for the purpose of providing and enhancing Apple’s or Google’s services. Contractor understands that this data may also be shared with DashDrop to improve its operations. The usage of Apple/Google Maps will be subject to their terms and privacy policy. Additionally, Contractor has the option to utilize any other navigation application outside of the DashDrop Platform or to forgo using a navigation app entirely.
19. Modification:
DashDrop reserves the right to amend this Agreement at any time. In the event of material changes, DashDrop will post the revised Agreement on the DashDrop Platform and update the “Last Updated” date at the top of the document. Contractors will be notified of any significant modifications prior to their effective date. Should Contractor disagree with the revised Agreement, they may terminate the Agreement as outlined herein. If Contractor does not terminate the Agreement prior to the effective date of the revised terms, their continued access to or use of the DashDrop Platform shall signify acceptance of the modified Agreement. DashDrop may also update information on any websites linked within this Agreement from time to time, with such updates becoming effective upon posting. Continued use of the DashDrop Platform following these changes will indicate Contractor’s consent to those modifications.
20. Entire Agreement:
This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior agreements, discussions, or representations, whether written or oral. No modification, alteration, or amendment to this Agreement shall be effective unless it is made in writing and signed by both parties, or if DashDrop modifies this Agreement pursuant to Section 19. Contractor retains the right to discuss any proposed modifications before accepting them and may choose whether to continue their contractual relationship with DashDrop. In the event of any conflict between this Agreement and any of DashDrop’s Consumer-facing Terms and Conditions, the terms of this Agreement shall govern.
21. Waiver:
The failure of either party to insist on strict performance of any term or condition of this Agreement, or to exercise any right or remedy under this Agreement, shall not be considered a waiver of that term, condition, right, or remedy. Any such term or right shall remain in full force and effect unless expressly waived in writing by the party entitled to enforce it. A waiver of one instance does not constitute a waiver of any subsequent breach or failure to perform.
22. Miscellaneous
a. Captions and Section Headings: The captions and section headings in this Agreement are intended solely for convenience and shall not limit, expand, or alter the terms and provisions contained herein.
b. Severability: Unless specifically stated otherwise, if any provision of this Agreement is found to be unlawful or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.
c. Notice and Opportunity to Cure: Contractor agrees to provide written notice to DashDrop regarding any breach or perceived breach of this Agreement, any claims related to this Agreement, or any discrepancies between Contractor’s services or scope of work and the terms outlined in Sections 3 (Operations) and 4 (Contracted Services). This includes any deviations from the relationship of the parties as contemplated in Section 2 (Relationship of Parties).