This Agreement is between you, an individual (“you,” and “your,”) and Alvargo USA LLC, a limited liability company (“Company” or “Alvargo”, “we”).
By accessing or using the Alvargo Platform (defined below) or click “I agree”, you indicate that you have reviewed and accepted the terms and conditions of this Agreement and acknowledge that you and Company are bound by the terms and conditions set forth herein.
1. Definitions
“Alvargo Platform” means Alvargo’s software, application, websites, and related support services systems, which enable delivery providers access to the Alvargo Services for the purpose of seeking, receiving, and fulfilling requests for delivery services by Customers, as may be updated or modified from time to time.
“Alvargo Services” means Alvargo’s lead generation and related services that enable drivers of delivery vehicles to seek, receive and fulfill requests for delivery services by Customers seeking said services. Alvargo Services include access to the Alvargo Platform.
“Cargo” means the items to be delivered by you in your Vehicle in connection with the Delivery Services.
“Delivery Services” means your provision of delivery services to Customers via the Alvargo Platform in the Territory using your Vehicle.
“Territory” means the city or metro area in the United States in which you use the Alvargo Platform for the Delivery Services.
“Customer” means a customer authorized by Alvargo to use the Alvargo platform for the purpose of obtaining Delivery Services.
“Customer Information” means information about a Customer made available to you in connection with such Customer’s request for and use of Delivery Services, which may include the Customer’s name, pick-up location, contact information and photo.
“Vehicle” means your vehicle that: (a) meets the current Company requirements for a vehicle leveraging the Alvargo Services as set forth in this agreement; and (b) Company authorizes for your use for the purpose of providing Delivery Services.
2. Use of Alvargo Services.
2.1 Providing Delivery Services.
2.2 Minimum Equipment. You agree to have the following minimum equipment at your own expense in good working condition in your Vehicle for performing the Delivery Services: dolly, moving blankets, straps.
2.3 Loading, Securing and Inspecting Cargo.
2.4 Prohibitions.
2.5 Your Relationship with Customers.
If there is an accident, theft, or delay that might affect the safe or prompt delivery of any items, you must tell Alvargo and Customer right away. You can do this by telephone, electronic communication, or through Alvargo.
2.6 Your Relationship with Company.
2.7 Minimum Performance Standards.
3. Location Based Services.
4. Ratings.
5. Mobile Devices.
5.1 Mobile Devices.
6. Authorization and Vehicle.
6.1 Your Authorization.
6.2 Vehicle.
You agree that your vehicle must be:
6.3 Documentation. To comply with Section 6, you must provide the Company with copies of all licenses, permits, approvals, authority, registrations, and certifications upon request. Company can review these documents from time to time, and your failure to provide or maintain any of them will be considered a material breach of this Agreement. Company reserves the right to verify your documentation independently in any way it deems appropriate.
7. Financial Terms.
7.1 Fare Calculation. You are entitled to charge a fare for each completed delivery service provided to a customer, calculated based on current standards for the territory and established by the company. The fare calculation may include minimum charge, base rate, per mile charge, per minute charge, and customer discounts or promo codes. However, there may be situations where the fare is predetermined (e.g. commercial fixed rates or minimum fare) or estimated (e.g., loading and unloading times are estimated). The fare less service fee is the payment you will receive in connection with the execution of delivery services. You are entitled to charge the customer for any tolls, taxes, or fees incurred during the execution of delivery services, if applicable. You appoint the company as your limited payment collection agent solely for the purpose of accepting the fare, tips, applicable tolls, and, depending on the region and/or if requested by you, applicable taxes and fees from the customer on your behalf via the payment processing functionality facilitated by the Alvargo services. You agree that payment made by the customer to the company shall be considered the same as payment made directly by the customer to you. Please note that the fare available to you will be less than the normal fare when a promo code is utilized by a customer, as the company may distribute customer discounts (promo codes) to encourage usage of Alvargo delivery services.
7.2 Changes and Adjustment. Company reserves the right to change the Fare Calculation at any time based on local market factors. Your acceptance of a Delivery request with the associated driver earnings will constitute your acceptance of the Fare Calculation. Additionally, Company reserves the right to adjust or cancel the Fare for a particular instance of Delivery Services. Company’s decision to reduce or cancel the Fare in any such manner shall be exercised in a reasonable manner
7.3 Taxes. In the event regulations applicable to your Territory require taxes to be calculated on the Fare, Company shall calculate the Service Fee based on the Fare net of such taxes. Company reserves the right to charge a service fee at any time in Company’s discretion based upon local market factors.
7.4 Processing. Company will process the Customer payment on your behalf through our payment processing functionality.
7.6 Taxes.
8. Proprietary Rights; License.
8.1 License. Company grants you a license to use the Alvargo Services and Alvargo Platform for providing Delivery Services to Customers and tracking resulting Fares and Fees. This license is non-exclusive, non-transferable, non-sublicensable, and non-assignable. The license is valid only during the term of this Agreement. All rights not expressly granted to you are reserved by Company.
8.2 Restrictions.
8.3 Ownership. Alvargo Services and the Alvargo Platform, including all intellectual property rights, are owned by the Company. You are not granted any rights in or related to the Alvargo Services or Alvargo Platform, except for the limited license granted above. You are not permitted to use or reference Company’s names, logos, products and service names, trademarks, service marks, trade dress, copyrights or other indicia of ownership for any commercial purposes, unless specifically permitted by the Company in connection with the Alvargo Services.
9. Confidentiality.
9.1 Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party (“Confidential Information”). Confidential Information includes Company information related to the Alvargo Services, Customer Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.
9.2 Both parties agree that all Confidential Information will remain the exclusive property of the disclosing party. Driver will hold confidential any and all Customer data it receives, including any Alvargo partner’s data. Driver shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement. Driver shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers (“Permitted Persons”) as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof. Driver shall return or destroy all Confidential Information of the disclosing party upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Company, its internal record-keeping requirements).
9.3 “Confidential Information” does not include information that:
10.1 Privacy Policy. Our privacy policy, available at www.alvargo.com, describes how we collect and use personal information about you collected in and through the Alvargo Services (“Privacy Policy”). Our Privacy Policy is incorporated into this Agreement by this reference. You are responsible for protecting the log-in credentials for your Customer accounts from unauthorized access and use. You must promptly notify Company by email Support@alvargo.us of any known or suspected unauthorized use(s) of your account.
10.2 Disclosure of Your Information.
The list below outlines the circumstances under which the Company may provide information about you or any Delivery Services provided hereunder to a Customer, an insurance company, relevant authorities, or regulatory agencies. The Company is not obligated to provide this information, but it may do so if certain conditions are met. These conditions include, but are not limited to, the following:
11. Insurance.
11.1 Maintain Insurance. You agree to maintain during the term of this Agreement on all Vehicles operated by you under this Agreement, automobile liability insurance that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy the minimum financial responsibility requirements for the Delivery Services you provide pursuant to this Agreement within the Territory. This coverage must also include any no-fault coverage required by law in the Territory that may not be waived by an insured. You agree to provide Company a copy of the insurance policy, policy declarations, proof of insurance identification card and proof of premium payment for the insurance policy required in this Section 11 upon request. Furthermore, you must provide Company with written notice of cancellation of any insurance policy required by Company. Company shall have no right to control your selection or maintenance of your policy. You must be a named insured or individually rated driver, for which a premium is charged, on the insurance policy required in this Section 11 at all times.
11.2 Notification of Accidents. You will promptly notify Alvargo of all accidents, injuries, Cargo loss and/or damage or similar incidents and/or occurrences, no matter how minor, involving You and/or your Vehicle in connection with your providing of the Delivery Services. You agree this notification shall take place as soon as you are safely able to communicate with Alvargo.
11.3 Certain Insurance.
12. Representations and Warranties; Disclaimers.
12.1 You represent and warrant that you have full power and authority to enter into this Agreement and perform your obligations hereunder. You will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations, and other governmental authorizations necessary to provide Delivery Services using the Vehicle pursuant to this Agreement.
Please note that Alvargo provides its services and platform without any guarantees that they will be uninterrupted or error-free. Alvargo does not screen or evaluate customers and is not responsible for their actions. By using Alvargo’s services, you acknowledge that you may be introduced to a third party that may pose harm or risk to you or others. You are advised to take reasonable precautions when interacting with third parties. Alvargo is not liable for any act or omission of you, any customer, or other third part
12.3 No Service Guarantee. Alvargo does not guarantee that their services or platform will always be available. They may be unavailable at any time and for any reason, such as scheduled maintenance or network failure. Additionally, the services or platform may have limitations, delays, and other issues that are inherent in the use of the internet and electronic communications. Alvargo is not responsible for any delays, delivery failures, or other damages, liabilities, or losses resulting from such problems
13. Indemnification.
To the extent permitted by applicable Law, you shall indemnify, defend (at Company’s option) and hold harmless Company, its affiliates, its officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including attorney’s fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) your breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Customers, regulators and governmental authorities) directly or indirectly related to your provision of Delivery Services or use of the Alvargo Services.
14. Limits of Liability.
COMPANY SHALL NOT BE LIABLE TO YOU UNDER OR RELATED TO THIS AGREEMENT FOR ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND, OR YOUR OR ANY THIRD PARTY’S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. EXCEPT FOR COMPANY’S OBLIGATIONS TO PAY AMOUNTS DUE TO YOU PURSUANT TO SECTION 7 ABOVE, BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO EVENT SHALL THE LIABILITY OF COMPANY UNDER THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES ACTUALLY PAID TO OR DUE TO COMPANY HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
15. Term and Termination.
15.1 Term; Termination. This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein. Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior written notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Company may terminate this Agreement immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of Company, to provide Delivery Services or to operate the Vehicle, or as otherwise set forth in this Agreement.
15.2 Effect of Termination. Upon termination of this Agreement, you shall immediately delete and fully remove the Alvargo Platform from any of your mobile devices.
16. Relationship of The Parties.
16.1 Independent Contractor. Except as otherwise expressly provided herein with respect to Company acting as the limited payment collection agent solely for the purpose of collecting payment from Customers on your behalf, the relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between Company and you; and (b) no joint venture, partnership, or agency relationship exists between Company and you.
16.2 Not an Employee. You have no authority to bind Company and you undertake not to hold yourself out as an employee, agent or authorized representative of Company. Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of Company, you undertake and agree to indemnify, defend (at Company’s option) and hold Company harmless from and against any claims by any person or entity based on such implied agency or representative relationship.
17. Governing Law; Venue and Jurisdiction; Waiver of Jury Trial.
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF FLORIDA, without giving effect to principles of conflicts of Law that would result in the application of the Laws of any other jurisdiction. SUBJECT TO SECTION 18 HEREOF, EACH PARTY CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF COMPETENT STATE AND FEDERAL COURTS IN THE STATE OF FLORIDA FOR ANY LITIGATION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, AND TO THE VENUE OF SUCH LITIGATION OR PROCEEDING IN JOHNSON COUNTY, KANSAS.
18. Dispute Resolution; Arbitration.
18.1 Attempt to Resolve. In the event of any dispute arising out of or relating to this Agreement or the transactions contemplated (a “Dispute”), both you and Company shall attempt in good faith promptly to resolve such dispute. Any party may give the other written notice that a dispute exists (a “Notice of Dispute”). The Notice of Dispute shall include a statement of such disputing party’s position. Within fifteen (15) days of the delivery of the Notice of Dispute, the parties shall meet at a mutually acceptable time and place in Duval County, Florida, and thereafter as long as they reasonably deem necessary, to attempt to resolve the dispute. All documents and other information or data on which each party relies concerning the dispute shall be furnished or made available on reasonable terms to the other party at or before the first meeting of the parties’ representatives as provided by this paragraph. The meeting described in this paragraph shall be a condition precedent to the commencement of any arbitration proceeding or litigation by either party, provided that this provision shall not apply to any action that (i) seeks injunctive relief or (ii) must be commenced or filed (or not be dismissed) to avoid prejudicing a party’s rights.
18.2 Arbitration. Any dispute if not resolved as provided in Section 18.1, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in Duval County, Florida before a single arbitrator. The arbitration will be commenced by the claimant filing a demand for arbitration with the administrator of AAA and serving the demand on the opposing Party. Within thirty (30) calendar days of the date the demand for arbitration is filed, the Parties will select an arbitrator by following the AAA Commercial Arbitration Rules’ appointment procedures. Except as may be required by Law, neither Party nor the arbitrator may disclose the existence, content, or results of any arbitration under this agreement without the prior written consent of both parties.
18.3 Arbitration Binding. The arbitration hearing shall be held in Duval County, Florida. The burdens of proof will be as they would be if the dispute were litigated in a judicial proceeding. Unless the parties otherwise agree, the arbitration hearing shall be held not more than sixty (60) days after the appointment of the arbitrator. Within fifteen (15) days following the arbitration hearing, the arbitrator will render an opinion setting forth the basis and reasons for any decision reached and will deliver such documents to each party along with a signed copy of the award. The award rendered by the arbitrator shall be final and binding on the parties and may be entered in any court having jurisdiction thereof, subject to the court’s authority to modify or review the award as provided in the Federal Arbitration Act, 9 U.S.C. §§1 et. seq.
18.4 Fees. The fees and expenses of the arbitration incurred in resolving the dispute shall be borne equally by the parties. Notwithstanding the foregoing, in the event Alvargo prevails in the arbitration, Alvargo will be entitled to an award of attorneys’ fees, expert witness fees and all costs of the arbitration (including the fees and expenses of the arbitrator), such fees, costs and expenses to be paid by the non-prevailing party. The arbitrator will be required to make an award of such fees, costs and expenses to Alvargo. Nothing in this section shall prevent a party from seeking injunctive relief from a court in any case where such relief is available. Consistent with Section 14 in this Agreement, in no event shall the liability of the company exceed the amount of service fees actually paid or due to the company in the six (6) month period immediately preceding the event giving rise to such claim.
18.5 Arbitration is on an Individual Basis Only; Class Action Waiver. THE PARTIES AGREE TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS, AND THAT THIS AGREEMENT DOES NOT PERMIT CLASS ARBITRATION OR ANY CLAIMS BROUGHT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ARBITRATION PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. NOTWITHSTANDING THE ARBITRATOR’S POWER TO RULE ON HIS OR HER OWN JURISDICTION AND THE VALIDITY OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE, THE ARBITRATOR HAS NO POWER TO RULE ON THE VALIDITY OR ENFORCEABILITY OF THE AGREEMENT TO ARBITRATE SOLELY ON AN INDIVIDUAL BASIS. IN THE EVENT THE PROHIBITION ON CLASS ARBITRATION IS DEEMED INVALID OR UNENFORCEABLE, THE REMAINING PORTIONS OF THIS SECTION WILL REMAIN IN FORCE.
The parties further agree that if for any reason a claim does not proceed in arbitration, this Class Action Waiver shall remain in effect, and a court may not preside over any action joining, coordinating, or consolidating the claims of multiple individuals against Alvargo in a single proceeding, except that this Class Action Waiver shall not prevent you or Alvargo from participating in a class wide, collective, and/or representative settlement of claims. If there is a final judicial determination that any portion of this Class Action Waiver is unenforceable or unlawful for any reason, (i) any class, collective, coordinated, consolidated, and/or representative claims subject to the unenforceable or unlawful portion(s) shall proceed in a court of competent jurisdiction; (ii) the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration; (iii) the unenforceable or unlawful portion(s) shall be severed from this Arbitration Agreement; and (iv) severance of the unenforceable or unlawful portion(s) shall have no impact whatsoever on the enforceability, applicability, or validity of the Arbitration Agreement or the arbitrability of any remaining claims asserted by you or Alvargo.
19. Miscellaneous Terms.
19.1 Modification. In the event Company modifies the terms and conditions of this Agreement at any time, such modifications shall be binding on you only upon your acceptance of the modified Agreement. You hereby acknowledge and agree that, by using the Alvargo Services or using the Alvargo Platform, you are bound by any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fare Calculations. Continued use of the Alvargo Services or Alvargo Platform after any such changes shall constitute your consent to such changes.
19.3 Severability. The various terms, provisions and covenants and portions contained in this Agreement will be deemed to be separable and severable, and the invalidity or unenforceability of any of them will in no manner affect or impair the validity or enforceability of the remainder hereof.
19.4 Assignment/Succession. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party; provided that Company may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent: (a) to an affiliate; or (b) to an acquirer of all or substantially all of Company’s business, equity or assets.
19.5 Entire Agreement. This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.
19.6 No Third Party Beneficiaries. Except as otherwise provided, this Agreement will not confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns.
19.7 Notices. Any notice delivered by Company to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the Alvargo Services. Any notice delivered by you to Company under this Agreement will be delivered by e-mailing Company at support@alvargo.com.