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YOJEE FLEET AGREEMENT

This agreement (the “Agreement”) is made and entered between you (“CONTRACTOR” or “you”), an independent contractor engaged in the business of performing delivery services, and Yojee Inc. (“YOJEE”).

RECITALS


A. YOJEE provides a mobile app and web-based technology platform that connects consumers and business clients with independent contractors and local transportation firms to facilitate on-demand delivery services (the “Platform”).

B. CONTRACTOR is an independent provider of delivery services, authorized to conduct the delivery services contemplated by this Agreement in the geographic location(s) in which CONTRACTOR operates. CONTRACTOR is in lawful possession of all equipment (including a motor vehicle or motor bike, if applicable) necessary to perform the delivery services contemplated by this Agreement in accordance with all applicable laws. CONTRACTOR desires to enter into this Agreement for the right to access the Platform to receive delivery opportunities made available through the Platform. CONTRACTOR understands and expressly agrees that he/she is not an employee of YOJEE or any consumer or business client. CONTRACTOR understands he/she is free to select those times he/she wishes to be available on the Platform to receive delivery opportunities and to select those only those deliveries he/she wishes to select.

In consideration of the above recitals and the mutual promises below, and for other good and valuable consideration, YOJEE and CONTRACTOR (collectively “the Parties”) agree as follows:

1. PURPOSE OF AGREEMENT


This Agreement governs the relationship between YOJEE and CONTRACTOR, and establishes the Parties’ respective rights and obligations applicable to the “Delivery Opportunities” (defined in Section 3.A below) made available to CONTRACTOR through the Platform. In exchange for the promises contained in this Agreement, CONTRACTOR shall have the contractual right and obligation to perform those Delivery Opportunities that CONTRACTOR accepts (“Deliveries”). However, nothing in this Agreement requires CONTRACTOR to perform any particular Delivery or volume of Deliveries during the term of this Agreement (except as expressly stated in Section 11, “Term and Termination,” below), and nothing in this Agreement shall guarantee CONTRACTOR any particular volume of Delivery Opportunities or Deliveries for any particular time period.

As described in “Deliveries,” (defined in Section 3.A below), CONTRACTOR shall be contractually bound to complete the Deliveries in accordance with all consumer and restaurant/merchant specifications.

2. CONTRACTOR’s Services


A. CONTRACTOR represents that he/she is an independent provider of delivery services, and that he/she satisfies all legal requirements necessary to perform the services contemplated by this Agreement. As an independent contractor, CONTRACTOR shall be solely responsible for determining how to lawfully perform Deliveries.

B. CONTRACTOR agrees to fully perform all Deliveries accepted in a timely, efficient, safe and lawful manner. YOJEE shall have no right to, and shall not, supervise, direct or control CONTRACTOR, or control the manner or prescribe the method CONTRACTOR uses to perform Deliveries, and the general public and all governmental agencies regulating the activities contemplated by this Agreement shall be so informed. CONTRACTOR shall be solely responsible for determining the most effective, efficient, satisfactory and safe manner to perform Deliveries, including determining the manner of pickup, delivery, and route selection. The Parties acknowledge and agree that those provisions of the Agreement reserving ultimate authority in YOJEE have been inserted solely to achieve compliance with local laws, regulations, and interpretations thereof and/or to ensure the safety of the Platform for all users.

C. As a separately established provider of delivery services, CONTRACTOR retains the right to perform services for others and to hold itself out to the general public as a separately established provider of delivery services. Nothing in this Agreement shall prevent CONTRACTOR or YOJEE from engaging in similar arrangements or business with others. YOJEE neither has nor reserves the right to restrict CONTRACTOR from performing delivery services for other entities or customers, or consumers, at any time, even should such business directly compete with YOJEE. Unless prohibited by law, and provided CONTRACTOR can meet the consumer’s specifications, nothing in this Agreement shall prohibit CONTRACTOR from carrying and/or delivering goods at the same time for other of CONTRACTOR’s customers while delivering orders requested by consumers through the YOJEE platform. Similarly, to the extent CONTRACTOR uses other online platforms to generate revenue, CONTRACTOR is not limited in any way from being actively logged on to those other online platforms while actively logged on to the YOJEE platform, subject only to the limitation that CONTRACTOR’s use of other online platforms may not prevent CONTRACTOR’s ability to timely, efficiently and safely complete any Deliveries CONTRACTOR has accepted through the YOJEE platform.

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

3. DELIVERIES


A. While CONTRACTOR is actively logged on to the Platform, the Platform will, from time to time, notify CONTRACTOR of the opportunity to complete deliveries from consumers and business clients (each, a “Delivery Opportunity”). With respect to each Delivery Opportunity accepted by CONTRACTOR (a “Delivery”), CONTRACTOR agrees to retrieve the orders from corporate and/or retail locations, (collectively “Merchants”) and deliver the order to consumers in a timely fashion. CONTRACTOR understands that the consumer, not YOJEE, determines the Delivery. CONTRACTOR understands that YOJEE shall have no right to, and shall not, supervise, direct or control the manner or prescribe the method CONTRACTOR uses to perform the Delivery. CONTRACTOR understands and agrees that the parameters of each Delivery are established by the consumer, not YOJEE, and represent the end result desired, not the means by which CONTRACTOR is to accomplish the end result.

B. CONTRACTOR acknowledges that YOJEE has discretion regarding which, if any, Delivery Opportunity to offer, just as CONTRACTOR has the discretion whether and to what extent to accept any Delivery Opportunity.

C. CONTRACTOR authorizes YOJEE, during the course of a Delivery, to communicate with CONTRACTOR, consumer and/or Merchants to assist CONTRACTOR, to the extent permitted by CONTRACTOR, in facilitating deliveries. However, under no circumstances shall YOJEE be authorized to control the manner or means by which CONTRACTOR performs a Delivery.

D. In the event CONTRACTOR fails to fully perform any Delivery due to CONTRACTOR’s action or omission (a “Service Failure”), YOJEE reserves the right to recover, on behalf of a consumer, all or part of the agreed-upon delivery fee for that Delivery (in direct proportion to the degree of CONTRACTOR’s responsibility for the Service Failure). If CONTRACTOR disputes responsibility for a Service Failure, the dispute shall be resolved pursuant to the “Payment Disputes” provision below.

4. DELIVERY FEES


A. CONTRACTOR will receive a delivery fee in exchange for each Delivery completed. YOJEE agrees to use its best efforts to establish delivery fees for each locality and time slot that will maximize the Delivery Opportunities available to CONTRACTOR. CONTRACTOR will receive notice of how delivery fees are calculated prior to accepting Delivery. CONTRACTOR understands that delivery fees paid through the Platform may vary depending on consumer demand. YOJEE may, but is not obligated to, offer CONTRACTOR more lucrative delivery arrangements to complete particular Delivery Opportunities.

B. YOJEE agrees to transmit delivery fees to CONTRACTOR via direct deposit no later than seven (7) days after CONTRACTOR successfully completes delivery through the platform.

C. Nothing in this Section 4 is intended to limit the Parties’ ability during the Term of this Agreement to mutually agree to a payment structure different than that described herein.

5. PAYMENT DISPUTES


A. CONTRACTOR’s Failure: In the event there is a Service Failure, CONTRACTOR may forfeit all or a portion of the fee relating to that Delivery (depending on the extent of the performance failure). Any reduction in the delivery fee shall be based upon proof provided by the consumer, Merchant, CONTRACTOR, and any other party with information relevant to the dispute. YOJEE shall make the initial determination as to whether a Service Failure was the result of CONTRACTOR’s action/omission and, if so, what percentage of fault CONTRACTOR shall bear (and, therefore, what percentage of the delivery fee CONTRACTOR shall be paid). CONTRACTOR shall have the right to challenge YOJEE’ determination as described in the Dispute Resolution provision set forth in Section 10, below.

B. YOJEE’ Failure: In the event YOJEE fails to remit payment of delivery fees in a timely or accurate manner, CONTRACTOR shall have the right to seek proper payment by any legal means contemplated by this Agreement, provided, however, CONTRACTOR first informs YOJEE in writing of the failure.

6. CONTRACTOR’S EQUIPMENT


A. CONTRACTOR certifies that it has all equipment, including motor vehicles and motor bikes, when applicable (“Equipment”) necessary to perform Deliveries. When CONTRACTOR uses a vehicle to perform a Delivery, CONTRACTOR is solely responsible for ensuring that the vehicle used conforms to all vehicle laws pertaining to safety, equipment, inspection, and operational capability.

B. CONTRACTOR is responsible for all costs and expenses arising from CONTRACTOR’s performance of Deliveries, including, but not limited to, traffic tickets, tolls, parking fees, inspections, and any other costs related to Equipment. Except as otherwise required by law, CONTRACTOR assumes all risk of damage or loss to its Equipment.

7. RELATIONSHIP OF PARTIES


The Parties acknowledge and agree that this Agreement is between independent businesses that are separately owned and operated. The Parties intend this Agreement to create the relationship of principal and independent contractor and not that of employer and employee. The Parties are not employees, agents, joint venturers or partners of each other for any purpose. Neither party shall have the right to bind the other by contract or otherwise except as specifically provided in this Agreement.

8. INSURANCE


A. As a condition of doing business with YOJEE, and at CONTRACTOR’s own expense, CONTRACTOR shall, during the term of this Agreement, maintain current insurance of the types and in the amounts required by law in the jurisdiction in which CONTRACTOR operates to perform CONTRACTOR’s services as contemplated by this Agreement. This includes vehicle insurance that satisfies the minimum vehicle insurance coverage amounts and types required by local law. This also includes workers’ compensation insurance to the extent required by law.

B. CONTRACTOR is solely responsible for consulting with CONTRACTOR’s advisors and conducting the appropriate research to determine the insurance types and amounts CONTRACTOR must maintain. CONTRACTOR acknowledges that failure to secure or maintain satisfactory vehicle insurance coverage shall be deemed a material breach of this Agreement and shall result in the termination of the Agreement and the loss of CONTRACTOR’s right to receive Delivery Opportunities.

C. NOTIFICATION OF COVERAGE: CONTRACTOR agrees to deliver to YOJEE current certificates of insurance as proof of coverage upon request by YOJEE. CONTRACTOR agrees to make available updated certificates each time CONTRACTOR purchases, renews or alters CONTRACTOR’s insurance coverage. CONTRACTOR agrees to give YOJEE at least thirty (30) days’ prior written notice before cancellation of any insurance policy required by this Agreement. YOJEE reserves the right to require CONTRACTOR to identify YOJEE as an additional insured on CONTRACTOR’s vehicle insurance.

9. INDEMNITY


A. CONTRACTOR agrees to indemnify, protect and hold harmless YOJEE, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, as well as the consumers, and the Merchants, from any and all claims, demands, damages, lawsuits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of CONTRACTOR arising from the performance of Deliveries under this Agreement, including but not limited to, personal injury or death to any person (including to CONTRACTOR), as well as any liability arising from CONTRACTOR’s failure to comply with the terms of this Agreement. CONTRACTOR’s obligations hereunder shall include the cost of defense, including legal fees, as well as the payment of any final judgment rendered against or settlement agreed upon by YOJEE or its parent, subsidiary and/or affiliated companies.

B. CONTRACTOR agrees to indemnify, protect and hold harmless YOJEE, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees from any and all tax liabilities and responsibilities for payment of all federal, state and local taxes, including, but not limited to all payroll taxes, self-employment taxes, workers’ compensation premiums, and any contributions imposed or required under federal, state, and local laws, that are owed by CONTRACTOR with respect to CONTRACTOR’s providing delivery services.

C. CONTRACTOR shall be responsible for, indemnify, and hold harmless YOJEE, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees from all costs of CONTRACTOR’s business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local, state or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities.

10. DISPUTE RESOLUTION


Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this clause.

11. TERM and TERMINATION OF AGREEMENT


A. This Agreement shall remain in full force and effect for a term of one (1) year from the date it is accepted by CONTRACTOR and may not be terminated early without penalty except in the following limited circumstances:

i. Upon the mutual written consent of the Parties hereto (with electronic communication satisfying this requirement), with the mutually agreed-upon termination date stated in the written notice.
ii. By either party without cause upon thirty (30) days’ written notice to the other party (with electronic communication satisfying this requirement), with the date of transmission commencing the thirty (30) day period.
iii. If one party has materially breached the Agreement, immediately upon written notice to the breaching party (with electronic communication satisfying this requirement), with such notice specifying the breach relied upon.

B. The following acts and/or occurrences shall constitute a material breach of this Agreement:

i. Failure by CONTRACTOR to maintain current insurance coverage in the amounts and types specified herein or as required by law.
ii. Failure by YOJEE to remit to CONTRACTOR all delivery fees for completed Deliveries within twenty-one (21) days of the consumer’s payment.
iii. Failure by CONTRACTOR to complete a Delivery without waiver of the obligation by the consumer or YOJEE.
iv. Failure by CONTRACTOR to maintain all licenses, permits, authorities, registrations and/or other prerequisites to operate that are required by law and/or this Agreement.
v. Any act by a party that causes the other party to violate its obligations under any applicable law.
vi. Documented complaint by a consumer, employee of YOJEE, or employee of a Merchant that CONTRACTOR has engaged in conduct that a reasonable person would find physically threatening, highly offensive or harassing.

C. Early termination of this Agreement by either party without proper notice (as established in subsection A above) shall result in liquidated damages of $100.00 for each day that notice is not properly provided, up to a maximum amount of $500.00. The parties acknowledge that liquidated damages are appropriate because actual damages are not reasonably ascertainable.

D. A party that receives notice of termination must continue to fulfill its obligations under this Agreement for the entire notice period. Failure to perform shall constitute early termination and shall subject the party to the liquidated damages provision in subparagraph C above. By executing this Agreement, CONTRACTOR agrees that any liquidated damages assessed against it may be deducted from any amount CONTRACTOR is owed in delivery fees, unless otherwise prohibited by law.

E. If not terminated, the Agreement shall be automatically renewed for successive one-year terms, unless terminated by either party as described in Section 11.A.

F. CONTRACTOR’s and YOJEE’ obligations and rights arising under Section 2, 5, 6, 7, 9, 10, 11, 12 and 13 of this Agreement shall survive termination of this Agreement.

12. ENTIRE AGREEMENT, Transferability And Waiver


A. This Agreement shall constitute the entire agreement and understanding between the Parties and shall not be modified, altered, changed or amended in any respect, unless in writing and executed by both Parties. This Agreement supersedes any prior contract between the Parties. This Agreement may not be assigned by either party without written consent of the other and shall be binding upon the Parties hereto, including their heirs and successors, provided, however, that YOJEE may assign its rights and obligations under this Agreement to an affiliate of YOJEE or any successor(s) to its business and/or purchaser of all or substantially all of its stock or assets. References in this Agreement to YOJEE shall be deemed to include such successor(s).

B. The failure of YOJEE or CONTRACTOR in any instance to insist upon a strict performance of the terms of this Agreement or to exercise any option herein, shall not be construed as a waiver or relinquishment of such term or option and such term or option shall continue in full force and effect.

13. Miscellaneous


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

B. Savings Clause: Except as provided in Section 10, if any part of this Agreement is declared unlawful or unenforceable, the remainder of this Agreement shall remain in full force and effect.

C. Force Majeure: The performance of the obligations of this Agreement on the part of either YOJEE or CONTRACTOR shall be excused by reasons of closing of public highways, changes in operations, strikes or work stoppages, weather conditions that make operations unsafe or impractical, Acts of God, or the temporary or permanent cessation of business by YOJEE or CONTRACTOR.

Last Updated: September 26, 2017