Agreement for Delivery Professionals to Engage GoShare For Its Services
Last Revised: 9/26/2017
This Agreement for Delivery Professionals to Engage GoShare For Its Services (this “Agreement”) constitutes a binding contract between you (“you”, “Delivery Professional”) and GoShare, Inc. (“GoShare”, “us”, or “we”) governing your use of the Service for marketing, sales, and other services for delivery service entrepreneurs.
Capitalized terms used but not defined in this Agreement have the meaning specified in the EULA. The parties hereby agree as follows:
1. GoShare Services. GoShare will make commercially reasonable efforts to provide the following services to you (the “GoShare Services”):
a. Site Listing. GoShare may list your services via the Service, which may include your biography and other information provided by you and approved by GoShare. GoShare will share your name and phone number with Customers.
b. Engagement Service. GoShare will provide a Web and mobile based engagement system via the Service, through which Customers that use the Service can engage you to perform a Project. You may accept, reject, or ignore any available Project within the days, times, and locations for which you have indicated you have availability to complete Projects (“Availability”) at your sole discretion.
c. Recordkeeping Service. For payment processing and administrative purposes, GoShare will maintain general records of Projects performed by you for Customers.
d. Administrative, Management, and Technology Services. GoShare will provide miscellaneous administrative and management services to facilitate your business, including the technology and operations necessary to communicate with you and your Customers.
e. Billing Service. GoShare will provide an online billing and payment system for you to bill your Customers. GoShare uses Braintree, a division of PayPal, Inc. (Braintree) for payment processing services. By using the Braintree payment processing services you agree to the Braintree Payment Services Agreement available at https://www.braintreepayments.com/legal/gateway-agreement, and the applicable bank agreement available at https://www.braintreepayments.com/legal/bank-agreement.”
f. Customer Service. GoShare will provide operators to field your Customers’ complaints, communicate with you, and refund requests as appropriate.
2. Exclusions from the Service. The Service only relates to the GoShare Services described above. The Service does not include anything related to picking-up or delivering objects. You are solely responsible for all of your own tools, equipment, training, licensing, and other materials or requirements related to pick-up or delivery in connection with Projects. GoShare is not, and will not be, responsible for any liability arising out of the pick-up or delivery services you provide, including, but not limited to, injuries to Customers or traffic accidents occurring during a Project. GoShare will also not have any input into your work schedule, time off, or other control over your performance of your work.
3. Your Responsibilities. You will supply GoShare with a copy of your current driver’s license, other applicable licenses, and any relevant professional certifications. If you elect to use a Car (as defined below) to perform Projects, we may also ask you to provide additional information. You may be required to provide other information we need in order to verify your identity or capacity as an independent delivery professional with your own business. You represent that all information you provide is accurate and complies with relevant law, and, during the term of this Agreement, will immediately notify GoShare of any change in contact, certification, licensing, or insurance information. You assume complete responsibility for all services provided to each Customer and for compliance with all laws, regulations, and standards pertaining to your services. You represent that you are (a) free to enter into this Agreement and perform each of its terms, (b) not restricted (contractually or otherwise) from entering into and performing this Agreement, and (c) not subject to, and will immediately notify GoShare of, any suit, action, claim, arbitration, or legal, administrative, or other proceeding, or government or professional investigation, pending or threatened or affecting your ability to perform services under this Agreement.
4. Projects; Payment
a. Projects. If a Project becomes available in your Availability, you may be notified of the opportunity via the Service. If you accept a Project, and your acceptance is confirmed by GoShare, you will notify GoShare, through the functionality provided via the Service, when you arrive at the Project and when the Project is completed to enable GoShare to perform the GoShare Services, including payment processing. All Delivery Professionals within the applicable zone of service may get the opportunity to accept the Project. The first Delivery Professional to respond with acceptance of the available Project and to have that response confirmed by GoShare will be confirmed as the provider of that Project.
b. Payment. The Projects that you will be notified of via the Service are those for Customers who have agreed to accept the fees calculated by the Service based on the specific Project details submitted by the applicable Customer (the “Base Fee”). You are entitled to negotiate additional fees or gratuities with Customers. You are responsible for any expenses incurred in the normal course of completing your Project, including, without limitation, any tolls. On a weekly basis, GoShare will transfer to you, through the payment account you specify via the Service, the Base Fee for all eligible Projects completed during the prior week, less the charge for your use of the Service, which will be set forth on the Service (the “GoShare Fee”).
c. Expenses. Except as otherwise specifically provided herein, you and GoShare will each bear your own expenses relating to this Agreement and performance under this Agreement.
d. Claims. If a claim is filed against you with GoShare’s insurance provider or GoShare is otherwise required to pay for damages caused by you, in GoShare’s sole discretion, GoShare may charge you any or all of the deductible or other out-of-pocket expenses GoShare is required to pay as a result of that claim.
5. Representations and Warranties; Indemnity. You represent, warrant, and covenant to GoShare that: (a) you are at least 18 years of age; (b) you possess a valid driver’s license and are authorized to operate a motor vehicle; (c) you own, or have the legal right to operate, the motor vehicle(s) or bicycle(s) you intend to use or do actually use for Projects (each, a “Car”), and maintain all legally mandated registrations and insurances for such vehicle; (d) in the event of any claim or accident, you will be solely responsible for reporting that accident in compliance with applicable law and your insurance policy; (e) you are solely responsible for any and all liability that results from or is alleged as a result of the operation of the Car you use during a Project, including, but not limited to personal injuries, death, and property damage; (f) if you lift or otherwise move any Item, you do so at your own risk and GoShare has no liability for any claim, loss, or damage related thereto; (g) you will not make any representations regarding GoShare or the Service; (h) you will not, under any circumstances transport any items that would violate local or federal laws (i) you will not discriminate or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation in violation of any applicable law, rule or regulation. You will indemnify GoShare from and against any damages resulting from your performance of Projects, including any personal injury, property damage, or death.
6. Your Business. You affirm, under penalty of perjury, that you operate a licensed pick-up and delivery business and had clients for whom you performed pick-up and delivery prior to entering into this Agreement.
7. Confidential Information. You must keep GoShare’s confidential information absolutely confidential, except as required or provided by law, including but not limited to information about other users of the Service, Items, photos relating to the Service or Customers, and GoShare’s business model. This section does not apply to information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by GoShare; (b) becomes publicly known and made generally available after disclosure by GoShare to you through no action or inaction on your part, (c) is already in your possession at the time of disclosure, as shown by your files and records; or (d) is obtained by you from a third party without a breach of the third party’s obligations of confidentiality.
8. Nature of Relationship. Neither this Agreement, GoShare’s provision of the Services and performance of the GoShare Services, nor your performance of Projects will create an association, partnership, joint venture, or relationship of principal and agent, master and servant, or employer and employee, between you and GoShare. You will be solely responsible for all tax withholding or payment in connection with the fees paid to you by GoShare.
9. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, GOSHARE’S LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE GOSHARE FEES RETAINED UNDER THIS AGREEMENT.
10. Termination. Either party may terminate this Agreement by giving the other party notice. Notwithstanding the foregoing, Sections 5 – 13 and any liabilities or payment obligations that have accrued prior to termination will survive termination.
11. Changes. Except for changes in the calculation of Base Fees and GoShare Fees (which GoShare may, in its sole discretion, amend from time to time), changes to this Agreement will be binding upon a party who confirms that change in writing, including via electronic mail, if that writing specifically refers to this Agreement.
12. Dispute Resolution. All disputes under this Agreement must be resolved in accordance with the dispute resolution provisions set forth in the EULA.
a. Indemnification. You will indemnify and hold the GoShare Parties harmless from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses (including reasonable legal fees) arising out of or resulting from (i) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from your acts or omissions, (ii) your breach of any representation or warranty in this Agreement, (iii) any negligent, reckless or intentionally wrongful act by you or your assistants, employees, contractors or agents, (iv) a determination by a court or agency that the you are an employee of GoShare or a Customer, or (v) any claim by a Customer arising from or related to your or your assistants, employees, contractors or agents services for such Customer.
c. Amendment; Waiver. Except as expressly provided in this Agreement, this Agreement may be amended only by a written agreement signed by both parties. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the provision’s benefit. GoShare’s failure or delay in the exercise of any power or right under this Agreement will operate as a waiver thereof. No single or partial exercise of any right or power under this Agreement will operate as a waiver of any right or power. GoShare’s waiver of a breach of any provision of this Agreement will not operate or be construed as a waiver of any other or subsequent breach of this Agreement.
d. Severability. Except as expressly provided in this Agreement, if any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be severable from the remainder of this Agreement and will not affect the validity and enforceability of any remaining provisions.
e. Assignment. You may not assign this Agreement or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law, or otherwise, without GoShare’s prior written consent. GoShare may assign this Agreement without your prior written consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns. Any assignment in violation of this section is void.
f. No Agency. No joint venture, partnership, employment, or agency relationship exists between you and GoShare as a result of this Agreement or use of the Service.
g. Headings. Headings are for convenience only, do not constitute a part of this Agreement, and will not be deemed to limit or affect any provision of this Agreement.
h. Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.