THIS CONTRACT CONTAINS A BINDING MUTUAL ARBITRATION PROVISION (INCLUDING A CLASS ACTION WAIVER).  BY ACCEPTING THIS AGREEMENT YOU WAIVE YOUR RIGHT TO A JURY TRIAL AND AGREE TO BINDING ARBITRATION

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.

  • If you accept a customer’s request for delivery services, Alvargo’s platform will provide you with the customer’s first name and pickup location.
  • Once you have accepted a customer’s request for delivery services, Alvargo’s platform may provide certain information about you to the customer, including your first name, contact information, photo and location, and your vehicle’s make and license plate number.
  • You shall use your best efforts to protect the safety and security of customer information.
  • You shall not contact any customers or use any customer information for any reason other than for the purposes of fulfilling delivery services, and will not transfer, share, sell or otherwise disclose customer information to any third parties.
  • You shall be solely responsible for determining the most effective, efficient and safe manner to perform each instance of delivery services.
  • Except for the Alvargo services, you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to perform 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. 

  • You are responsible for safely loading and securing the cargo in your vehicle.
  • Before starting the trip, you should inspect the cargo and devices to secure the load.
  • You should have clear visibility on all sides of the vehicle.
  • You should note and document any pre-existing damage to any item of cargo prior to transport.
  • You agree to handle all spilled, leaked or damaged products, in compliance with all applicable laws, and with any reasonable handling procedures.
  • You agree to reject any object that you cannot safely load and/or securely transport in the bed of the vehicle.

2.4 Prohibitions. 

  • No transportation of any passenger, person, or animal.
  • No transportation of high-value articles (e.g., with declared value of over $10,000).
  • No transportation of hazardous materials of any kind, including, but not limited to explosives, flammable liquids, flammable solids, and/or poisonous or infectious substances, or anything designated by the Department of Transportation as hazardous materials.
  • No transportation of firearms, ammunition, or other explosive materials.
  • No transportation of goods for which you have reason to believe are illegal or stolen.
  • Passengers are not permitted in your Vehicle while Delivery Services are being performed unless they are helper or laborers hired by you

2.5 Your Relationship with Customers. 

  • You are not an employee of any Customer or Alvargo partner.
  • Alvargo is not responsible for the actions or inactions of a Customer in relation to you, your activities, or your Vehicle.
  • You are solely responsible for any obligations or liabilities to Customers or third parties that arise from your provision of Delivery Services.
  • You must take reasonable and proper precautions, including maintaining adequate insurance that meets the requirements of all applicable laws, regarding any acts or omissions of a Customer or third party.
  • You agree to place all Cargo at or prior to entry of a Customer’s home or location.
  • You agree not to cross the threshold of a Customer’s home or location even if the Customer requests such placement of Cargo.

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. 

  • You must immediately notify Alvargo and Customer of any accidents, thefts, or delays that might impair the safe and/or prompt delivery of any items.
  • Your use of the Alvargo Platform and the Alvargo Services creates a business relationship between Company and you. You shall be and remain an independent contractor with respect to Alvargo, and nothing contained herein shall be construed as inconsistent with that status.
  • Company does not direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Delivery Services, your acts or omissions, your operation and maintenance of your Vehicle, or your loading of the Cargo.
  • You retain the sole right to determine when, where, and for how long you will utilize the Alvargo Platform.
  • Unless required by local law or permit/license requirements, you are not being required to display Company’s name, logos or colors on your Vehicle or wear a uniform or any other clothing displaying Company’s name, logos or colors.

2.7 Minimum Performance Standards. 

  • Conduct all Delivery Services in a professional, efficient, and workmanlike manner in compliance with standard industry practices.
  • Safeguard deliveries at all times from contamination, excessive heat, cold, or tampering.
  • Deliveries must be completed within the specified delivery window.
  • Report service interruptions immediately to the Customer.
  • Return rejected items immediately following delivery to the Customer.
  • Act in compliance with all applicable federal, state, and local laws and regulations.

3. Location Based Services. 

  • By using Alvargo Services, you agree to provide your geo-location information via your mobile device to enable Delivery Services. Additionally, Alvargo may monitor, track, and share your geo-location information obtained by the Alvargo Platform for safety and security purposes.

4. Ratings.  

  • Ratings from Customer. After you receive Delivery Services, Alvargo’s Platform may prompt the Customer to rate you and the Delivery Services, and optionally provide comments or feedback. After you provide Delivery Services, you may be prompted by the Alvargo Platform to rate the Customer and optionally provide comments or feedback. You must provide your ratings and feedback in good faith. To continue to receive access to the Alvargo Platform and the Alvargo Services, you must maintain an average rating by Customers that exceeds the Rating established by the Company for your Territory (“Rating”). Your average rating is intended to reflect Customers’ satisfaction with your Delivery Services rather than your compliance with any of Company’s policies or recommendations. If your average rating falls below the Rating, Company will notify you and may provide you a limited period of time to raise your average rating above the Rating. If you do not increase your average rating above the Rating within the time period allowed (if any), Company reserves the right to deactivate your access to the Alvargo Platform and the Alvargo Services.
  • Right to Display Ratings. Company can use, share, and display your ratings and comments in any way related to its business without giving you credit or asking for your permission. Company is not responsible for verifying the accuracy of your or other customers’ ratings and comments. However, Company can edit or remove comments that contain obscenities, personal information, or violate any privacy laws, other applicable laws, or Company’s content policies.

5. Mobile Devices.

5.1 Mobile Devices. 

  • You are responsible for acquiring, maintaining, and paying for your mobile device and wireless data plan to use the Alvargo Platform.
  • You cannot share the Alvargo Platform or any associated data with any third party.
  • You must have an active data plan with a wireless carrier associated with your mobile device to use the Alvargo Platform.
  • Using the Alvargo Platform on your mobile device may consume large amounts of data through the data plan. Alvargo advises that you use your mobile device under a data plan with high data usage limits.
  • Alvargo is not responsible for any fees, costs, or overage charges associated with any data plan.
  • Drivers must comply with all laws regarding the use of mobile devices while operating the Vehicle.

6. Authorization and Vehicle. 

6.1 Your Authorization. 

  • You agree to have all the necessary permits and licenses to operate your vehicle and provide delivery services. You must have a valid driver’s license and all other licenses, permits, approvals, and authority required to provide delivery services in the Territory. 
  • You must be at least 18 years old and have the appropriate training, expertise, and experience to provide delivery services professionally. 
  • You must maintain high standards of professionalism, service, and courtesy. You must not provide services under the influence of alcohol, illegal drugs, or any substance that impairs your ability to drive safely and interact with customers. 
  • You must be medically fit to drive and lift at least 125 pounds without causing danger or health risk to yourself or others. If any permit, license, or portion thereof is suspended, canceled, terminated, withdrawn, modified, or transferred, you must promptly notify Alvargo and cease operation of Alvargo services until all permits and licenses are properly reinstated.
  • You must maintain all necessary permits and licenses required by law. Alvargo may conduct background and driving record checks from time to time to qualify you to provide Delivery Services. Alvargo is not obligated to conduct these checks. Company reserves the right to deactivate or restrict your access to the Alvargo Platform or the Alvargo Services if you fail to meet the requirements set forth in this Agreement.

6.2 Vehicle. 

You agree that your vehicle must be:

  • Properly registered and licensed to operate as a transportation vehicle in the Territory.
  • Suitable for performing the Delivery Services contemplated by this Agreement.
  • Maintained in good operating condition, consistent with industry safety and maintenance standards for a Vehicle of its kind and any additional standards or requirements in the applicable Territory.
  • In a clean and sanitary condition and meets appearance standards deemed acceptable in the sole discretion of the Company.

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.

  • We will remit amounts owed to you at least once a week.
  • In the event that a Customer payment is unsuccessful (bank card declined), Company will make best effort in reaching the Customer to resolve the payment issue.
  • Company will remit your payment as soon as the Customer makes a successful payment.
  • You are only paid if Alvargo is able to collect the payment from the Customer.

7.6 Taxes. 

  • You must fulfill all tax registration obligations and calculate and pay all tax liabilities related to your provision of Delivery Services as required by applicable law.
  • You must provide the Company with all relevant tax information requested by the Company.
  • You are responsible for taxes on your own income arising from the performance of Delivery Services.
  • The Company may collect and pay taxes resulting from your provision of Delivery Services and/or provide any of the relevant tax information you have provided directly to the applicable governmental tax authorities on your behalf or otherwise.

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.

  • You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Alvargo Services, or the Alvargo Platform in any way; (b) modify or make derivative works based upon the Alvargo Services or Alvargo Platform; (c) improperly use the Alvargo Services or Alvargo Platform, including creating Internet “links” to any part of the Alvargo Services or Alvargo Platform, “framing” or “mirroring” any part of the Alvargo Services or Alvargo Platform on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Alvargo Services or Alvargo Platform; (d) reverse engineer, decompile, modify, or disassemble the Alvargo Services or Alvargo Platform, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages.
  • In addition, you shall not, and shall not allow any other party to, access or use the Alvargo Services or Alvargo Platform to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Alvargo Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Alvargo Services; or (iv) attempt to gain unauthorized access to the Alvargo Services or its related systems or networks.

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:

  • is or becomes public without any action or omission by the receiving party;
  • the receiving party already had before signing the agreement and without any obligation to keep it confidential;
  • is disclosed to the receiving party by a third party who is not bound by confidentiality obligations; or
  • is required to be disclosed by law, court order, subpoena, or government authority, provided that the receiving party notifies the disclosing party and gives it a reasonable opportunity to challenge or limit the disclosure.
  • 10. Privacy. 

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:

  • If there is a complaint, dispute, or conflict, including an accident, between you and a Customer.
  • If it is necessary to enforce the terms of this Agreement.
  • If it is required by applicable law or regulatory requirements, in Company’s sole discretion.
  • To protect the safety of the public for any reason, including the facilitation of insurance claims related to the Alvargo Services.
  • To detect, prevent, or otherwise address fraud, security, or technical issues.
  • To prevent or stop activity which Company, in its sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity.
  • If it is required or necessary, in Company’s sole discretion, for insurance or other purposes related to your ability to qualify, or remain qualified, to use the Alvargo Services.
  • You should also be aware that the Company may retain your personal data for legal, regulatory, safety, and other necessary purposes after this Agreement is terminated in accordance with the Company’s data retention policy and applicable laws.

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. 

  • You must maintain workers’ compensation insurance during the term of this Agreement as required by all applicable laws in the Territory. If permitted by applicable law, you may choose to insure yourself against industrial injuries by maintaining occupational accident insurance instead of workers’ compensation insurance. Additionally, if permitted by applicable law, you may choose not to insure yourself against industrial injuries at all, but do so at your own risk. Alvargo is not responsible for maintaining workers’ compensation insurance for you as an independent contractor.
  • Your personal automobile insurance policy may not cover the Delivery Services you provide as an independent contractor. You should contact your insurance provider to ensure that you have adequate coverage for your Vehicle performing the Delivery Services. If you have any questions or concerns about the scope or applicability of your own insurance coverage, it is your responsibility to resolve them with your insurer(s).

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.

Alvargo