Safety Policy


DRIVER AGREEMENT



Effective: June 18, 2018



This Driver Agreement (the "Agreement") is made and entered into by and between you ("Contractor" or "you"), an independent contractor engaged in the business of performing the type of delivery services contemplated by this Agreement, and Udely Technologies LLC ("Udely"). This Agreement shall become effective on the date it is accepted by Contractor regardless of whether Contractor is eligible to or ever performs any Deliveries (as defined below). 



In addition, you acknowledge that you have read, understood, and voluntarily agreed to the Udely Terms and Conditions, Driver Safety Policy, and Privacy Policy, which are expressly incorporated herein by reference. 



RECITALS



Udely provides an online marketplace (the "Udely Platform" or "Platform") using web-based technology that connects customers using the Udely website and/or mobile application ("Customers") and the Contractors as independent providers of delivery services. Udely's software provides the platform for Customers and Contractors to connect in real time by allowing Customers to place orders from certain restaurants or businesses (“Merchants”) and notifying Contractors that a Delivery Opportunity (as defined in Section 3(a) below) is available. Udely is not a retail store, restaurant, food delivery service, merchandise delivery service, or food preparation entity, but merely a service provider that allows the Driver and Customer to connect. 



Contractor has a valid and existing driver license and is an independent provider of delivery services, authorized to perform the delivery services contemplated by this Agreement in the geographic location(s) in which Contractor operates. Contractor lawfully possesses all equipment 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 Udely Platform to receive Delivery Opportunities (as defined in Section 3(a) below) made available to Contractor through the Platform. When performing delivery services pursuant to the terms of this Agreement, Contractor understands and expressly agrees that Contractor is not doing so as an employee of Udely, any Merchant, or any Customer. Contractor further understands that: (i) Contractor is free to select those times Contractor wishes to use the Udely Platform to be available to receive Delivery Opportunities; (ii) Contractor is free to accept, reject, or ignore any particular Delivery Opportunities made available to Contractor through the Platform; and (iii) Contractor has the sole right to control the manner in which Deliveries are performed and the means by which those deliveries are completed, subject to the Terms and Conditions,  Privacy Policy, and Driver Safety Policy. 



In consideration of these recitals and the mutual promises below, and for other good and valuable consideration, Udely and Contractor agree as follows: 







1.  Purpose Of Agreement



(a) This Agreement sets for the terms and conditions between Udely and Contractor, and establishes the Parties' respective rights and obligations applicable to the Delivery Opportunities (as 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", defined in Section 3(a) below). However, except as expressly stated below in Section 12, "Term and Termination", nothing in this Agreement requires Contractor to perform any delivery services during the Term of this Agreement, and nothing in this Agreement shall guarantee Contractor any particular volume of Delivery Opportunities or Deliveries for any particular time period. 



(b) Notwithstanding any other provision of this Agreement, once Contractor accepts a Delivery Opportunity, Contractor agrees that Contractor shall be contractually bound to complete the Delivery in accordance with this Agreement and any specifications provided to Contractor by a Customer and/or Merchant. 



(c) Udely reserves the right, from time to time, to modify any external documents referenced and incorporated into this Agreement, including but not limited to Udely's Terms of Service, Driver Safety Policy, Privacy Policy, and any information referenced at hyperlinks, and such modifications shall become effective upon posting. Continued use of the Udely Platform after any such changes shall constitute Contractor's consent to such changes. 



2.   Contractor's Services



(a) Contractor agrees and represents that Contractor is an independent contractor and provider of delivery services, and that Contractor satisfies any and all legal requirements necessary to perform the delivery services contemplated by this Agreement. Contractor agrees to perform all Deliveries in full compliance with any and all applicable federal, state, and local laws, rules and regulations, including but not limited to applicable food and health safety laws, rules, and/or regulations. Additionally, Contractor agrees that all items delivered, including food, shall arrive to the Customer uncontaminated, free from tampering, and at the temperature or condition intended by the Merchant. 



(b) Contractor agrees to ensure full performance of all Deliveries in a timely, efficient, safe, workman and lawful manner. Udely 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. Contractor agrees, for safety purposes, that Contractor will personally pick up and drop off all items accepted for delivery. 



(c) Contractor expressly acknowledges and agrees that as a separately established provider of delivery services, Contractor retains the right to perform services for others and to hold him or herself out to the general public as a separately established provider of delivery services. Nothing in this Agreement shall prevent Contractor or Udely from engaging in similar arrangements or business with others. Udely neither has nor reserves the right to restrict Contractor at any time from performing delivery services for other entities or customers, even should such business directly compete with Udely. Provided Contractor can meet the customer's specifications, and unless prohibited by law, nothing in this Agreement shall prohibit Contractor from carrying and/or delivering goods for other(s) of Contractor's customers at the same time while delivering orders requested by Customers through the Udely Platform. Similarly, Contractor is not limited in any way from being actively logged onto online platforms other than the Udely Platform while actively logged onto the Udely 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. 



(d) Contractor expressly acknowledges and understands that the use of the Platform does not guarantee Driver that he or she will be given any Delivery Opportunities. 



(e) Contractor is not required, as a condition of doing business with Udely or entering into this Agreement, to purchase, lease, or rent any products, equipment, or services from Udely. 



(f) Contractor agrees that to ensure the safety of the Udely Platform, Udely shall require that Contractor submit to and pass a background check based on Contractor's own social security number before Contractor receives access to the Udely Platform or is given continued access to the Platform. Additionally, Contractor agrees that, in accordance with applicable law, and at Udely's sole discretion, periodically during the Term of this Agreement (as defined in Section 13 below) Udely may require that Contractor submit to and pass additional background check(s). Udely agrees that any such check(s) may be conducted only with Contractor's consent (as applicable) and in accordance with applicable law. Further, Udely shall be permitted to pull Motor Vehicle Reports (“MVR”) for its Contractors. Notwithstanding the same, Contractor shall be responsible for all fees for background checks and MVRs, which shall be an amount of $49.95, but subject to change at anytime based on existing rates and geographical locations. Further, Contractor shall also be responsible for any additional fees associated with any searches to the extent necessary for further verification of a driver’s background and/or driving credentials. Udely shall reserve the right to conduct background and MVRs annually, or within its sole discretion if deemed necessary by Udely. 



(g) On occasion, Udely may offer Contractor different promotions or referral programs. Contractor agrees not to abuse or manipulate the promotions or referral programs. Contractor understands that any abuse or manipulation constitutes a material breach of this Agreement and may lead to deactivation, and that Contractor forfeits any payments. 



(h) Contractor agrees that Udely, its affiliates or its representatives may contact Contractor by email, phone, push notifications, SMS, or by other comparable means (including by use of an automatic telephone dialing system) at the email address(es), phone(s), or phone number(s) Contractor provides, including for marketing purposes where permitted by law. Contractor also agrees and understands that Udely sends information related to Deliveries and Delivery Opportunities, including delivery fees, user account information, and sign up progress to become a Contractor, via SMS and push notification, so Contractor must agree to receive such transactional messages to provide delivery services as a Contractor on the Platform. 



(i) SMS and push communications from Udely, its affiliates or its representatives and/or Merchants or Customers, may include but are not limited to: (1) operational communications concerning your user account, sign up progress to become a Contractor, use of the Platform, or features available on the Platform, (2) communications relating to Deliveries and Delivery Opportunities, including delivery fees, (3) news concerning Udely and industry developments that affect your relationship with us, and (4) account verification communications. With your consent, Udely may also send you marketing SMS regarding promotions from us or our third-party partners. Message and data rates may apply. 



3.  Deliveries



(a)     From time to time, the Platform will notify Contractor of the opportunity to complete deliveries from Merchants to Customers as ordered by Customers through the Platform (each, a "Delivery Opportunity"). The Platform may provide Contractor automatic acceptance options or other preferences for certain Delivery Opportunities. With respect to each Delivery Opportunity accepted by Contractor (each, a "Delivery"), Contractor agrees to retrieve the order from the Merchant(s) and deliver the order to Customer(s) in accordance with the terms of this Agreement. 



Contractor understands and agrees that the Customer, not Udely, determines the content of the Delivery. Contractor understands and agrees that the parameters of each Delivery are established by the Customer, not Udely, and represent the end result desired, not the means by which Contractor is to accomplish the end result. Notwithstanding the foregoing, Contractor agrees to complete Deliveries according to the terms of this Agreement.



(b)     Contractor agrees that Udely has discretion regarding which, if any, Delivery Opportunities to offer Contractor, just as Contractor has sole discretion to decide whether and to what extent Contractor accepts any Delivery Opportunity. 



(c)     Contractor agrees that if Contractor accepts a Delivery Opportunity that includes any age-restricted items is solely responsible for ensuring that the Delivery complies with all federal, state, and local laws, including but not limited to ensuring that the individual accepting the delivery is the individual who placed the order, has provided valid identification, is the required age, and is not intoxicated. Further, Contactor has reviewed the Alcohol Policy in the Terms and Conditions and acknowledges and agrees to such policy.



(d)     Contractor agrees that Udely may provide Contractor with a prepaid debit card that Contractor can use to complete certain Deliveries. Any unauthorized use of this prepaid debit card will be considered theft and/or fraud, and may lead to deactivation of Contractor's account. If Contractor loses the prepaid debit card, Contractor will report the loss to Udely immediately. 



(e)     Contractor authorizes Udely, during the course of a Delivery, to communicate with Contractor, customer, and/or Merchant to assist Contractor, to the extent permitted by Contractor, in facilitating a Delivery. However, under no circumstances shall Udely be authorized to control the manner or means by which Contractor performs a Delivery. 



(f)     Contractor agrees that in the event Contractor fails to fully perform any Delivery (a "Service Failure"), Udely reserves the right to recover any costs incurred by Udely related to a Service Failure that result from Contractor's action or omission. Contractor further agrees that if Contractor fails to complete a return of any item that cannot be delivered (a "Return Failure"), Udely reserves the right to recover any costs incurred by Udely related to the Return Failure. If Contractor disputes responsibility for a Service Failure or Return Failure, Contractor agrees that the dispute shall be resolved pursuant to the "Payment Disputes" provision in Section 5 below. 



(g) Contractor acknowledges and confirms that he or she can lift 15 pounds to adequately perform its services during deliveries as a Driver.



4.   Delivery Fees



(a) Unless notified in writing by Udely or as otherwise provided herein, Contractor will receive payment per completed Delivery as agreed to with the Customer. Udely reserves the right, at its sole discretion, to change the payment schedules at any time for any reason. From time to time, Udely may, but is not obligated to, offer Contractor additional incentives to complete particular Deliveries. Nothing prevents the Parties from negotiating a different rate of pay, and Contractor is free to accept, reject, or ignore any Delivery Opportunities as a means to earn different rates of pay. 



(b)     Udely agrees to transmit payment for a Delivery completed by Contractor to Contractor via direct deposit payment no later than seven (7) days after Contractor successfully completes the related Delivery. Contractor is responsible for any applicable processing fees associated with such remittance. Contractor further agrees to accept transfer and/or transaction fees, as applicable, for such payments. 



(c) In exchange for the use of the Platform, Udely shall charge a Driver a connection fee in the amount of $4.99 for each Delivery.  



5.   Payment Disputes



(a)     Contractor's Failure: in the event there is a Service Failure, Contractor agrees that Contractor may forfeit all or a portion of the payment as described in Section 4 above (depending on the extent to which the Service Failure results from Contractor's action or omission). Any reduction of payment shall be based upon proof provided by the Customer, Merchant, Contractor, and/or any other party with information relevant to the dispute. Udely shall make the initial determination as to what percentage of fault Contractor bears (and, therefore, what percentage of the Delivery Fee Contractor shall forfeit). 



(b)     Udely's Failure: In the event Udely fails to remit payment 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 Udely in writing of the failure and provides Udely a reasonable opportunity to cure. 



6.   Contractor's Equipment and Expenses



(a)     Contractor certifies that, as applicable, Contractor has all equipment, including motor vehicles, scooters, and/or bicycles, (collectively "Equipment") necessary to perform Deliveries. When Contractor uses a motor vehicle or scooter to perform a Delivery, Contractor is solely responsible for ensuring that the such motor vehicle or scooter conforms to all vehicle laws pertaining to safety, equipment, inspection, and operational capability. In addition, Contractor agrees that all Equipment will be free of health hazards, including but not limited to odors, toxins, chemicals, waste, or debris as required by law. 



(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 Contractor's 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.  Anti-Harassment Policy



(a) All Unlawful Harassment Prohibited



i.  Udely strictly prohibits and does not tolerate unlawful harassment against other Contractors, Customers, or any other covered persons because of race, religion, creed, national origin, ancestry, sex (including pregnancy), gender (including gender nonconformity and status as a transgender or transsexual individual), age, physical or mental disability, citizenship, genetic information, past, current or prospective service in the uniformed services, or any other characteristic protected under applicable federal, state, or local law. 



(b) Sexual Harassment



i.  All Udely Drivers, other workers and representatives (including Contractors and visitors) are prohibited from harassing Customers and other covered persons based on that individual's sex or gender (including pregnancy and status as a transgender or transsexual individual) and regardless of the harasser's sex or gender. 



ii. Sexual harassment means any harassment based on someone's sex or gender. It includes harassment that is not sexual in nature (for example, offensive remarks about an individual's sex or gender), as well as any unwelcome sexual advances or requests for sexual favors or any other conduct of a sexual nature, when any of the following is true:

1.  Submission to the advance, request or conduct is made either explicitly or implicitly a term or condition of being retained by Udely as a Contractor.

2.  Submission to or rejection of the advance, request or conduct is used as a basis for decisions.

3.  Such advances, requests or conduct have the purpose or effect of substantially or unreasonably interfering with an Driver’s work performance by creating an intimidating, hostile or offensive work environment.



iii.    Udely will not tolerate any form of sexual harassment, regardless of whether it is:

1.  Verbal (for example, epithets, derogatory statements, slurs, sexually related comments or jokes, unwelcome sexual advances or requests for sexual favors).

2.  Physical (for example, assault or inappropriate physical contact).

3.  Visual (for example, displaying sexually suggestive posters cartoons or drawings, sending inappropriate adult-themed gifts, leering or making sexual gestures).

4.  Online (for example, derogatory statements or sexually suggestive postings in any social media platform including Facebook, Twitter, Instagram, Snapchat, etc.).



This list is illustrative only, and not exhaustive. No form of sexual harassment will be tolerated.



(c) Other Types of Harassment



i.  Udely's anti-harassment policy applies equally to harassment based on an Contractor’s race, religion, creed, national origin, ancestry, age, physical or mental disability, citizenship, genetic information, past, present or prospective service in the uniformed services, or any other characteristic protected under applicable federal, state, or local law. Such harassment often takes a similar form to sexual harassment and includes harassment that is:



1.  Verbal (for example, epithets, derogatory statements, slurs, derogatory comments or jokes).

2.  Physical (for example, assault or inappropriate physical contact).

3.  Visual (for example, displaying derogatory posters, cartoons, drawings or making derogatory gestures).

4.  Online (for example, derogatory statements or sexually suggestive postings in any social media platform including Facebook, Twitter, Instagram, Snapchat, etc.).



This list is illustrative only, and not exhaustive. No form of sexual harassment will be tolerated.



(d) Complaint Procedure



i.  If you are subjected to any conduct or become aware of any such conduct that you believe violates this policy or witness any such conduct, you must promptly speak to, write or otherwise contact Report@Udely.com. This will ensure that a prompt investigation is conducted.

ii. Your notification should be as detailed as possible, including the names of all individuals involved and any witnesses. Udely will directly and thoroughly investigate the facts and circumstances of all claims of perceived harassment and will take prompt corrective action, if appropriate

.

(e) No Retaliation



i.  No one will be subject to, and Udely prohibits, any form of discipline, reprisal, intimidation or retaliation for good faith reporting of incidents of harassment of any kind, pursuing any harassment claim or cooperating in related investigations. 



ii. Udely is committed to enforcing this policy against all forms of harassment. However, the effectiveness of our efforts depends largely on Drivers telling us about inappropriate workplace conduct. If Drivers feel that they or someone else may have been subjected to conduct that violates this policy, they should report it immediately. If Drivers do not report harassing conduct, Udely may not become aware of a possible violation of this policy and may not be able to take appropriate corrective action.



(f) Violations of This Policy - Any Driver whom Udely determines has subjected an individual to harassment or retaliation in violation of this policy, will be subject to discipline, up to and including termination.



(g) Administration of This Policy - Udely is responsible for the administration of this policy. If you have any questions regarding this policy or questions about harassment that are not addressed in this policy, please contact Report@udely.com.

 

(h) Conduct Not Prohibited by this Policy



i.  This policy is not intended to restrict communications or actions protected or required by state or federal law.



9.  Insurance



(a) As a condition of doing business with Udely, 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 delivery services as contemplated by this Agreement. This includes, but is not limited to, vehicle insurance that satisfies the minimum vehicle insurance coverage amounts and types required by state or local law. Contractor's acknowledges that failure to secure or maintain satisfactory insurance coverage, including but not limited to vehicle insurance if applicable, shall be deemed a material breach of this Agreement. Udely may offer Contractor the opportunity to participate in certain group insurance plans made available by third-party providers to delivery service providers like Contractor who use the Udely Platform. However, Contractor is under no obligation to participate in such plans. 



(b)     Workers' Compensation/Occupational Accident Insurance: Contractor agrees that Contractor shall not be eligible for workers' compensation benefits through Udely, and instead, will be responsible for providing Contractor's own workers' compensation insurance or occupational accident insurance, if permitted by law. 



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



(d) You are required to maintain insurance as provided in this Section 9(a). However, Udely will have coverage for its Drivers while its Drivers are using the Platform. Driver acknowledges and agrees that when he or she is not driving on the Udely platform; Driver is not covered by the insurance Udely maintains for its Drivers whatsoever in any circumstance. Any accidents that occur in Driver’s car while not driving on the Udely platform are covered by the personal auto insurance coverage that Driver maintains at its own expense and choosing. In addition, Driver shall notify its personal insurance carrier that it is engaging in commercial services for the Company.

(e) Driver also agrees and acknowledges that he or she will notify Driver’s insurance carrier that Driver is performing Services for Udely pursuant to the terms of this Agreement. In the event of an accident, Driver shall immediately notify the Company and reasonably cooperate with the Company or any investigation as result thereof. Failure to notify Company and/or insurance carrier or be in strict compliance with this Agreement shall be grounds for Udely to terminate this Agreement with Driver. Further, Driver agrees and acknowledges that he or she will indemnify Udely for any failure of Driver’s obligations under this Section 9(e).



10.  Confidentiality



(a)     Contractor acknowledges and agrees that in the performance of this Agreement Contractor may have direct or indirect access or exposure to Udely's confidential information ("Confidential Information"). Confidential Information includes Udely's data, provider IDs, user information, Customer information, package information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other nonpublic information (whether disclosed in writing or verbally) that Udely designates as being proprietary or confidential or that Contractor should reasonably know to treat as confidential. 



(b)     Contractor acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the Udely; (b) Contractor shall not use Confidential Information for any purpose except to complete a Delivery; (c) Contractor shall not disclose Confidential Information to any third party; and (d) Contractor shall not keep Confidential Information and shall return or destroy (with confirmation of destruction) all Confidential Information upon the termination of this Agreement or at the request of Udely. 



(c)     Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no action or omission of Contractor; (b) was possessed by Contractor prior to the date of this Agreement without an obligation of confidentiality; or (c) is disclosed to Contractor by a third party having no obligation of confidentiality with respect thereto. 



11.  Indemnity



(a)     Contractor agrees to defend, indemnify, protect, and hold harmless Udely, 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 (collectively "Indemnitees"), 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 and/or Subcontractor arising from the performance of Deliveries under this Agreement, including but not limited to, personal injury to or death of any person (including Contractor and/or Subcontractor), 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 attorneys' fees, as well as the payment of any final judgment rendered against or settlement agreed upon by Udely or its parent, subsidiary, and/or affiliated companies. 



(b)  Contractor agrees to indemnify, protect, and hold harmless the Indemnitees from any and all tax liabilities and responsibilities for payment of all federal, state, and/or 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/or local laws, that are owed by Contractor with respect to Contractor's and/or any Subcontractors using the Udely Platform to complete Deliveries. 



(c)     Contractor agrees to be responsible for, indemnify, and hold harmless Udely, 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, and/or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities. 



12. Venue and Jurisdiction This Agreement shall be governed by the laws of the State of Michigan, without regards to the conflict of laws provisions thereof. Any legal suit, action, proceeding, or dispute arising out of or related to this Agreement or the transactions contemplated hereby or thereby may be instituted in the federal courts of the Eastern District of Michigan, in each case located in the County of Oakland, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, proceeding, or dispute.



13. Term of Agreement. This Agreement shall commence on the Effective Date and continue until terminated by either party. Either party may terminate this Agreement for any reason whatsoever immediately upon written notice to the other party of such termination. 



14.  Entire Agreement, Transferability, And Waiver



(a) This Agreement shall constitute the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement 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 Udely may assign its rights and obligations under this Agreement to an affiliate of Udely 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 Udely shall be deemed to include such successor(s). 



(b) The failure of Udely 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. 



15.  Miscellaneous



(a) No Services Required. Nothing in this Agreement requires a Contractor to use the Udely Platform to provide any delivery services. Contractor may cease using the Udely Platform to accept Delivery Opportunities at any time without providing Udely notice of Contractor's intention to stop using the Udely Platform. 



(b)     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. 



(c)     Severability. If any part of this Agreement is declared unlawful or unenforceable, the remainder of this Agreement shall remain in full force and effect. 



(d) Force Majeure. The performance of the obligations of this Agreement on the part of either Udely 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 Udely or Contractor. 



(e) Conflict of Terms Clause. In case of any inconsistency or conflict between the terms and conditions of this Safety Policy and those of the Privacy Policy or Terms of Service, the terms of this Driver Agreement shall govern and control. 



(f)     Stripe Connected Account Terms of Service. Contractor represents and warrants that he or she has reviewed, understands and agrees to the Stripe Connected Account Agreement and which is expressly incorporated herein by reference. 



By entering into this Agreement, Contractor expressly acknowledges and agrees that Contractor read and fully understand the provisions of this Agreement, Contractor had sufficient time and opportunity to consult with legal and tax advisors before executing this Agreement, Contractor is legally competent to enter into this Agreement, and Contractor agrees to be bound by this Agreement. 



Driver Safety Policy



UDELY TECHNOLOGIES LLC

Purpose

Udely Technologies LLC (the “Company”) recognizes that Contractors using the Udely platform (each a “Contractor” and collectively the “Contractor”) are our most valuable asset and the most important contributors to our continued growth and success. Our Company is firmly committed to the safety of the Contractors and customers. Udely Technologies LLC will do everything possible to prevent accidents and is committed to providing a safe environment for all Contractors  and customers.

Motor vehicle accidents are the leading cause of fatalities in the United States. The environment in which these accidents occur involves numerous complex factors, many of which are uncontrollable. The purpose of Udely Technologies LLC’s Safety Policy is to eliminate unnecessary injuries and fatal circumstances by reducing those factors that we can control. We value Contractors not only as Contractors engaging in services for the Company, but also as human beings crucial to the success of their families, the local community and Udely Technologies LLC.

To further this goal, our Company has developed a Safety Policy effective June 18, 2018.  

Recruitment:

Udely Technologies LLC focuses its initial efforts on driver selection through a variety of resources. If such request is made by the Company, a Contractor may be required to furnish the following:

-   List past driving experience, employers, and types of vehicles driven. 

-   Notify Udely Technologies LLC of any motor vehicle violations for at least the last five years.  

-   List references. 

Selection of Contractors will be made upon completion of a background check, review of the individual’s motor vehicle record (MVR) and a negative drug screen (if the Company determines necessary within its sole discretion).  

The Company shall conduct and review Motor Vehicle Reports (“MVRs”) every 1-3 years at the Contractor’s expense. An excessive number of violations  shall be grounds for refusing to hire a prospective Contractor or possible termination and/or disciplinary actions of an active Contractor.

Drug/Alcohol Testing:  

Initial and periodic random drug and alcohol testing may be required if the Company determine such testing is necessary for a Contractor. Testing will be conducted by a licensed medical facility designated by Udely Technologies LLC and at Contractor’s sole expense. Any positive results will be grounds for termination. Further, Driving under the influence of alcohol or any other illegal substances will be grounds for termination.

Job Requirements: 

Contractors may be required to perform the following if the Company determines necessary:

-   All prospective drivers may be required to undergo a physical evaluation.

-   If required, candidates must pass a Department of Transportation (DOT) physical evaluation.

-   Results of the physical evaluation will be compared to the necessary physical requirements 

Prospective drivers may be required to complete a road test. Contractors may participate in periodic road tests for training purposes. Tests may be conducted by Human Resources and/or management and will cover a variety of driving criteria. If required, the road test will require prospective and active Contractors to safely and competently complete tasks associated in the following categories: 

-   Pre-trip Inspection

-   General Vehicle Operation

-   Fifth wheel connection

-   Backing and parking

-   Turning

-   Passing

-   Railroad crossing

Results of the road test may be shared as necessary within the sole discretion of the Company’s management.  

Training:  

Periodic training may be required. All Contractors are expected and required to actively participate identifying training needs as well as program development. Programs will consist of classroom and on-the-road modules. Training will focus on but will not be limited to defensive driving techniques and behavior modification.   

Udely Technologies LLC will monitor driver habits to identify potentially unsafe driving habits that require additional training and/or disciplinary actions. We will use our own observations combined with statistical data focusing on accident types and frequency to identify areas of improvement. Two accidents or moving violations in a one calendar year period will require review with the Company to determine what, if any, disciplinary action is needed and to identify possible training opportunities. A Contractor’s engagement with the Company may be jeopardized if accident frequency is above the required norm with no concentrated efforts being made for improvement.  

Basic Vehicle Operation Guidelines:

Contractors are expected to treat their vehicles with an appropriate level of respect and care, demonstrating an attitude of loyalty and pride to the Company. The following are basic vehicle operation principles to which Contractors are required to adhere:

-   Always use seat belts.

-   Drive defensively. Always anticipate what other drivers on the road might do wrong and plan your mode of escape. Never move through traffic aggressively.

-   Respect speed limits and traffic signs. Follow all traffic signals. 

-   Always lock the vehicle and apply the parking brake when getting out, even if it remains in sight. 

-   During long trips, take breaks every four hours. Never drive more than 10 hours during a 24-hour period.

-   Avoid driving past midnight.

-   Avoid driving in dangerous conditions, including drowsiness and inclement weather.

-   Remove any trash or personal items when driving for the Company. 

Traffic Violations

Udely Technologies LLC is not responsible for any traffic violations or parking tickets acquired by violation of city ordinance, state or federal laws regarding your driving habits and operation of your motor vehicle. Any ticket issued is the Contractor’s responsibility, even if the ticket is issued while conducting business for Udely Technologies LLC. 

Refueling Guidelines

Vehicles should be refueled when the meter reads ¼ full. For your safety when operating your vehicle, follow these guidelines:

-   Turn off the vehicle’s engine while refueling.

-   Never smoke, light matches or use lighters while refueling.

-   Do not get into the vehicle during refueling, as this presents a flash fire hazard.

-   Do not overfill or top off the vehicle’s fuel tank. The fuel dispenser shuts off automatically when the tank is full.

-   Never force the hold-open latch on the gasoline pump with any means other than the latch provided.

Distracted Driving

Udely Technologies LLC is committed to driver and customer safety, and for this reason firmly prohibits all behavior that distracts drivers while they are operating a vehicle. General guidelines for behavior while driving are as follows:

-   Use of cell phones while driving is strictly prohibited: This includes all functions of the cell phone including, but not limited to, phone calls, text messaging/SMS, email, MMS, Internet use and camera use.

-   Use of electronic devices (including laptops, PDAs, cameras and pagers): While driving is strictly prohibited unless specifically outlined below.

-   Voicemail must handle all calls while driving, and calls may only be returned when stopped or pulled off the road.

-   Passengers making or taking calls for the driver is permissible provided the interaction does not affect the driver’s performance.

-   Regular callers must be informed that you will not be available while driving and should be notified of the best times to call based on driving schedule.

-   Contractors who receive calls from the company or its representatives who are driving are obligated to ask that the company or its representatives to call back at a more appropriate time.

Headset/Hands-free Use

The use of headsets or hands-free devices while driving is permissible under the following conditions:

-   The device is pre-approved by Udely Technologies LLC for use.

-   Use of the device does not cause distraction (e.g., fiddling with the device or taking eyes off road to get it to function properly).

-   Any dialing or use of the handset is handled while stopped or pulled to the side of the road.

-   Conversations do not interfere with the driver’s ability to drive safely.

-   Road conditions are generally good and do not threaten your safety.

Emergency Calls

The only exception to the cell phone use guideline is calls placed to 911. If placing or accepting an emergency call, it should be kept short with a hands-free option if available. The vehicle should be pulled over if possible.

GPS Systems

Udely Technologies LLC understands that sometimes, especially when traveling in unfamiliar areas, drivers require assistance with directions. GPS systems are extremely helpful devices, but they can also be distracting if used improperly. Contractors must adhere to the following: 

-   Mounted GPS systems may not block or obstruct the driver’s view in any way.

-   GPS systems must be voice narrated and must not require that the driver look away from the road to follow instructions.

-   Contractors may not program the system while in motion.

-   Programming or otherwise engaging with the GPS screen may only occur while stopped or while pulled off the road.

MP3 and Other Audio Devices

In some cases, worrying about music selection or touching dials and buttons on the radio, MP3 player or other audio device may be just as dangerous as cell phone use. It takes eyes and concentration off the road, which is not permissible under Udely Technologies LLC policy. Udely Technologies LLC allows Contractors use of personal, portable audio devices, because we do not want to eliminate Contractor’s ability to enjoy music while behind the wheel. However, Contractors must follow these guidelines:

-   Contractors may not take eyes off the road to adjust music settings.

-   Programming music settings while stopped, pulled off the road or before departing is permissible behavior.

-   Contractors may not under any circumstances use MP3 players or other handheld electronic audio devices with headphones. Not only is it illegal in most states, it also impedes the driver’s ability to properly hear warning signs, signals or sirens.

Preventive Maintenance: 

To maintain the safety and integrity of the vehicle, each Contractor will have access to the necessary resources to ensure their vehicles are operating properly. All routine motor vehicle maintenance will be done according to the manufacturer’s specifications. Critical components that must always be controlled, maintained and promptly repaired are: brakes, tires, suspension, steering, lights, mirrors, windows and windshield wipers.  

Pre-trip Inspections

Contractors are required to conduct pre-trip vehicle inspections (a sample list of items is attached as Appendix B). Any unsatisfactory result requires a Contractor to make all of the necessary repairs and maintenance at its sole cost. Failure to do so may result in termination. 

Placing a Vehicle Out of Service

The Company may conduct thorough vehicle inspections to ensure the vehicle’s safety for its customers if a complaint is received or the Company determine it is reasonably necessary to do so. When a defect in the vehicle is found that qualifies it as unfit, unreliable or unsafe for ordinary use, the Contractor must immediately take the vehicle out of service. 

Vehicle Inventory

The Company will be responsible for maintaining a database of each driver’s vehicle make, model, department, VIN number and license plate number.  

Accident Investigation Procedures:

Udely Technologies LLC realizes some accidents are unpreventable. Contractors should seek medical attention immediately, if necessary. Providing detailed facts of the accident will help our insurance carrier deter fraudulent third-party insurance schemes.  

Contractors are required to document all details of the accident: traffic flow, speed limits, stop lights/signs, weather conditions, citations issued and all other relevant information. Pictures should be taken to document the extent of damage to all vehicles involved.

Once this information is secured, the Contractor is to report all accidents immediately to the dispatcher and/or supervisor. If the vehicle is inoperable, arrangements need to be made for towing and delivery of cargo, if necessary. Hazmat operations, containment and cleanup will be coordinated by dispatcher, supervisor and/or driver.  

Prohibited Behavior

Use of the Udely Platform is a privilege. Behaviors that result in suspension or permanent loss of driving privileges (effective immediately if such determination is made) include the following:

-   Driving while under the influence of drugs or alcohol

-   Negligent homicide

-   Operating a vehicle with a suspended license

-   Using a motor vehicle for commission of a felony

-   Aggravated assault with a motor vehicle

-   Reckless driving

-   Hit and run

-   Three or more convictions for moving violations 

-   Three or more major traffic violations

-   More than two preventable accidents involving personal injury or property damage in any three-year period

-   Adhere to all applicable traffic laws.

Selecting Vehicles

Contractors should keep the following general guidelines in mind when choosing a vehicle to drive:

-   Gas mileage of the model must not be less than 120,000 miles.

-   Vehicles that demonstrate “best in class” status for crash-worthiness are preferable.

-   Vehicles that receive five stars for both front and side impact test are preferable.

-   Vehicles with five-star rollover ratings are preferable.

 

Safety Policy

Appendix A

Notice to Contractors

Traffic-related motor vehicle accidents are a major concern of the Company. The environment in which these accidents occur involves numerous complex factors, many of which are uncontrollable. The purpose of Udely Technologies LLC’s Safety program is to eliminate unnecessary injuries and fatal circumstances by reducing those factors that we can control. We value our Contractors and customers and even more so as human beings crucial to the success of their family, the local community and Udely Technologies LLC.

All Contractors are expected and required to actively participate in this program for their own health and well-being. Udely Technologies LLC encourages its Contractors to take a proactive approach in identifying potential hazards by promptly reporting them to the Company. The use of seatbelts and other safety devices is mandatory.

MVRs will be requested periodically as reasonably necessary for the Company to ensure compliance with this safety program. Management reserves the right to use its discretion in determining an unsatisfactory MVR. As a guideline, an unsatisfactory amount of violations will be grounds for termination and/or disciplinary actions.  

We encourage all Contractors to report any and all maintenance and malfunction issues immediately to the Company. Udely Technologies LLC realizes a proper working vehicle is the first step to ensuring everyone’s safety.  

Contractors are required to document all details of the accident: traffic flow, speed limits, stop lights/signs, weather conditions, citations issued and other relevant information. Pictures should be taken to document the extent of damage to all vehicles involved. Report all accidents immediately to the Company.



I have read and understand Udely Technologies LLC’s Safety Policy, and its requirements and expectations of me as an Contractor, and by using the Platform and/or downloading the mobile application agree to this Safety Policy.

 

Safety Policy

Appendix B

Sample Vehicle Inspection Checklist



Date:                       Location:

Make:                       Model:              Year:

Vehicle number:             Mileage:



Inspection Items        

0 Headlights                    0 Instruments—gauges

0 Taillights                    0 Horn

0 Turn signals                  0 Windows—windshield

0 Brake lights                  0 Windshield wipers—washers

0 Reflectors                    0 Speedometer

0 Tires and rims                0 Steering  

0 Battery                   0 Brake system

0 Radiator & hoses              0 Seat belts

0 Exhaust system                0 Seats 

0 Suspension                    0 Heater/Defroster

0 Fuel system                   0 Mirrors

0 Oil—water leaks               0 Safety equipment

0 Water level                   0 Accident kit              

0 Transmission                  0 Other