USING THE XPEDE DRIVER APP
You may use the Driver App only if you are an authorized XPEDE delivery Courier (“Delivery Courier”) with a validly executed and current Agreement, and solely for the purpose of obtaining and fulfilling delivery or pick up orders and providing delivery or pick up services to the general public and businesses (“Services”). Your right and ability to continue using the Driver App for the purpose of fulfilling delivery orders will terminate immediately if the Agreement is terminated
Use of the Driver App requires that you register and/or create an account (“Account”) by providing certain personal information. In consideration of the use of the Driver App, you agree to: (a) provide true, accurate, current, and complete information about yourself as prompted by the registration form; and (b) maintain and promptly update the personal information you provide to ensure that it remains true, accurate, current, and complete; if you fail to do any of the foregoing, XPEDE will have the right to terminate the Agreement and restrict your access to the Driver App.
You are responsible for maintaining the confidentiality and security of your Account and password, and for all activities and any other actions that occur under or are taken in connection with your password or Account. You agree to (a) immediately notify XPEDE of any known or suspected unauthorized use(s) of your password or Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or information available to you through the Driver App; and (b) ensure that you exit from your Account at the end of each session. XPEDE will not be liable for any injury, loss or damage of any kind arising from or relating to your failure to comply with (a) or (b) above, or for any acts or omissions by you or someone else using your Account and/or password.
By accessing the Driver App, you will have sole discretion and authority to: indicate your availability; accept or reject orders that are transmitted to you for delivery or pick up; indicate stages of completion during the delivery or pick up fulfillment process; communicate with the customers; view the transaction log for those orders you have fulfilled; rate and review your experience with the customers; and manage your payment settings.
You agree that you will act as a “Service Provider,” as such term is defined in the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. (the “CCPA”), in the performance of your obligations pursuant to the Agreement. Accordingly, and without limiting any of the provisions set forth in the Independent Contractor Agreement, by using the Platform, including the Driver App, you acknowledge and agree that you are permitted to use the information disclosed or otherwise made available to you, including without limitation customers’ data (e.g. customers’ names, phone numbers, email, and physical addresses) and any other information subject to applicable privacy and/or data security laws, rules or regulations (collectively, “Customers Data”), transaction logs and other Materials (as defined below), solely for the purpose of providing the Services. For clarity, you shall not retain, use or disclose Customers Data beyond what is necessary to provide the Services without the express consent of the Customers, nor download, store and/or sell any information you process in connection with the provision of Services outside of the Driver App or otherwise use Customers Data for any purpose other than providing the Services. You also agree to comply with any written requests from Customers or XPEDE to delete Customers Data.
OUR MATERIALS AND LICENSE TO YOU
As between you and XPEDE, the Platform, including the Driver App, and everything on it (collectively, the “Materials”), except for the Customers Data and data that you directly provide about yourself on the Driver App, are owned by or licensed to XPEDE and protected by copyright, trademark, trade dress, domain name, patent, trade secret, international treaties, and/or other proprietary rights and laws of the United States and other countries, including without limitation, all trademarks, service marks, logos, trade dress and trade names related to XPEDE; and the XPEDE.net trade dress. Please be advised that XPEDE enforces its intellectual property rights to the fullest extent of the law.
XPEDE reserves the right, in its sole and absolute discretion, to modify, suspend, or discontinue at any time, with or without notice, the Platform, including the Driver App, and/or services offered on or through the Platform (or any part thereof), including but not limited to the Driver App’s features, look and feel, and functional elements and related services.
By accessing the Driver App, you agree to the following conditions:
- You will not accept orders offered through the Driver App that you do not intend to deliver or pick up;
- You will not disclose, and will maintain the strict confidentiality of, the Customers Data and transaction logs available through the Driver App;
- You will not access the Driver App or related services using a third-party’s account/registration, or attempt to impersonate another person, particularly any Delivery Courier;
- You will not falsely report your geographic location or prevent or otherwise attempt to prevent the Driver App from accurately reporting your geographic location;
- You will not attempt, through any means, to gain unauthorized access to any part of the Driver App and/or any related service, or any other account, computer system and/or network connected to any XPEDE server;
- You will not attempt to deceive, mislead, confuse, or defraud XPEDE through any means of circumvention related to the Driver App or the Services you are purporting to provide;
- You will not decompile or reverse-engineer the Driver App and/or monitor any portion of the Driver App and/or any Materials and/or other content on the Driver App, unless an authorized representative of XPEDE has given you specific permission to do so in writing;
- You will not conduct any kind of systematic retrieval of data or other content from the Driver App;
- You will not create or compile, directly or indirectly, any collection, compilation, database or directory from the Driver App’s content;
- You will not use the Driver App in any manner that could damage, disable, overburden and/or impair any XPEDE server, or the network(s) connected to any XPEDE server, and/or interfere with any other Delivery Courier’s use of the Driver App;
- You will not use any information obtained from the Driver App or the XPEDE services (apart from authorized use of XPEDE services) in order to contact, solicit, or buy or sell any products or services to anyone, including but not limited to any Customers, Businesses or another Delivery Courier;
- You will not copy or republish any content, including, but not limited to Customers Data and transaction logs;
- You will not license, sell and/or otherwise provide access to and/or use of your Account or the Driver App to any third party (other than subcontractors, pursuant to your Courier Agreement), including without limitation to build a competitive product and/or service;
- You will not harass, annoy, intimidate or threaten any XPEDE employees or agents engaged in providing any portion of XPEDE’s services;
- You will not contact any Customers or Businesses beyond what is necessary to fulfill your delivery services, unless the Customers(s) or Business(s) expressly consents to such contact;
- You will not delete the copyright or other proprietary rights notice from any Materials or any portion of the Driver App or XPEDE’s services;
- You will not upload or transmit viruses or other harmful, disruptive or destructive files;
- You will not disrupt, interfere with, or otherwise harm or violate the security of the Driver App, or any services, system resources, accounts, passwords, servers or networks connected to or accessible through the Driver App or affiliated or linked sites (including those of our business partners); and
- You will not use the Driver App for any illegal purposes.
You agree that the consequences of commercial use or re-publication of Customers Data or Materials from the Driver App or other violations of the foregoing proscriptions may be so serious and incalculable that monetary compensation may not be a sufficient or appropriate remedy. Therefore, you agree that XPEDE will be entitled to temporary and permanent injunctive relief to prohibit such use or activity, without the need to prove damages.
QUALITY OF SERVICE
XPEDE’s customers expect a high quality experience in using the Platform. As a Delivery Courier with XPEDE, you agree to maintain a certain level of quality of service in order to continue using the Platform and having access to XPEDE’s network of customers. XPEDE reserves the right to deactivate your access to the Driver App if your service falls below the industry standard for like services in your region, as determined by XPEDE in its good faith discretion. This includes, but is not limited to:
- Indicating that you have delivered an order or orders when you have not;
- Unreasonably or without good cause for cancelling or otherwise failing to complete an order or orders that you accepted;
- Activities that result in repeated and/or serious complaint(s) from customers and/or businesses who contact XPEDE to report your delivery services as incomplete, unsafe, unprofessional, or otherwise in violation of XPEDE’s standards or harmful to XPEDE’s reputation.
Your access to the Driver App may be deactivated if XPEDE determines in its good faith, reasonable discretion that you have materially violated these Quality of Service standards.
XPEDE, CUSTOMERS, BUSINESSES AND OTHER COMMUNICATIONS
XPEDE, our Customers (individuals and businesses), and/or our respective third-party service providers may contact you via voice, text and/or email at the phone number(s) and/or email address(es) you provided to us for the following purposes: (i) to provide notifications related to your Services and XPEDE’s offerings; (ii) to facilitate scheduling; (iii) in relation to the delivery or pick up fulfillment process; and (iv) to address issues as they arise. You understand and consent that such messages may be sent using an automatic telephone dialing system. Please note that standard voice, data and message rates will apply for all forms of communication. Please contact your mobile phone carrier for details. You may opt out of XPEDE driver-specific text messages by texting STOP in response to a XPEDE driver SMS. To re-enable texts, you can text START in response to an unsubscribe confirmation SMS. You may also opt out of certain XPEDE driver-specific email communications by following the unsubscribe link at the bottom of a XPEDE driver-related email.
You agree to be professional at all times in all communications with any Customers and/or Businesses. Additionally, you agree to follow the standards of conduct below, and any additional standards that may be communicated to you from time to time. You agree not to communicate in any way that:
- is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, profane, offensive, invasive of another’s privacy, portrays another in a false light, is hateful, and/or racially, ethnically and/or otherwise objectionable;
- has a commercial, political or religious purpose;
- is false, misleading and/or not written in good faith; infringes any patent, trademark, trade secret, copyright, right of privacy and/or publicity, and/or other proprietary rights of any person and/or entity;
- is illegal and/or promotes illegal activity; contains unauthorized advertising and/or solicits users to a business other than those on the Sites;
- is disruptive and/or incites others to violate industry standards and/or XPEDE’s standards; and/or
- is intended to interrupt, destroy or limit the functionality or integrity of any computer software, hardware or Materials on the Driver App, or the related Sites or other websites.
RATINGS, REVIEWS AND OTHER FEEDBACK
The Driver App may allow you to rate and post reviews of Customers (each a “Rating” or “Review”). You represent and warrant that you are the owner of and/or otherwise have the right to provide all information, comments, reviews, ratings and/or other materials and/or content that you submit, post and/or otherwise transmit through the Driver App. XPEDE does not endorse Delivery Couriers’ Ratings or Reviews, and does not assume liability for Ratings and Reviews or for any claims, liabilities or losses resulting from any Ratings and Reviews. However, all Ratings and Reviews must comply with the following criteria: (i) you must have had first-hand experience with the Customer(s) before posting a Rating or Review; (ii) you may not have a proprietary or other affiliation with either the Customer(s) (individual(s) and business(s)), or any of its competitors; (iii) you may not draw any legal conclusions regarding the Customers’ products, services or conduct; and (iv) your review must be honest, accurate, and otherwise comply with the standards of conduct and other terms of this Agreement.
You grant XPEDE an irrevocable, transferable, paid up, royalty-free, perpetual, non-exclusive worldwide sub-licensable license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works from, distribute and/or otherwise use your Ratings and Reviews in connection with XPEDE’s business and in all forms of media now known or hereafter invented, without additional notification to and/or approval by you. You grant XPEDE the right to freely and fully exploit and share any suggestions, input or other feedback or content you provide relating to the Platform or other XPEDE services we provide in connection with its business, without additional notice to, approval by or compensation to you.
Any Rating and/or Review that we determine, in our sole, good faith discretion, could diminish the integrity of the Ratings and Reviews, the Materials and/or the Driver App may be removed or excluded by us without notice. XPEDE and its officers, directors, employees, parents, subsidiaries, affiliates, successors, assigns, licensors, licensees, designees, business Couriers, contractors, agents and representatives (collectively, the “Released Parties”) will not be responsible for, and you hereby expressly release the Released Parties from, any and all liability for the action of any and all third parties with respect to your Ratings and Reviews.
You agree to indemnify and hold harmless the Released Parties from all claims, actions, losses, judgments, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of your breach or alleged breach of any provision of this Agreement, your violation of applicable law, your use of the Driver App and/or Materials (including without limitation all Customers Data), and/or all Uses of your User Content by XPEDE and/or any third party authorized by XPEDE.
THE APP, THE MATERIALS AND ALL OTHER CONTENT ON THE APP ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE RELEASED PARTIES DISCLAIM, WITH RESPECT TO THE MATERIALS AND ALL OTHER CONTENT ON THE SITES, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. XPEDE DOES NOT REPRESENT OR WARRANT THAT THE APP, THE MATERIALS AND/OR THE OTHER CONTENT ON THE APP WILL BE SECURE, UNINTERRUPTED AND/OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, AND/OR THAT THE APP, THE MATERIALS AND/OR OTHER CONTENT ON THE APP ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. XPEDE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE APP, THE MATERIALS AND/OR ANY OTHER CONTENT ON THE APP IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, CURRENTNESS, OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE DELIVERY OR PICK UP ITEMS BEING REQUEST TO BE DELIVERED, PICK UP, AND/OR INFORMATION INPUTED BY THE CUSTOMERS ON THE SITES. YOU (AND NOT XPEDE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION RELATING TO YOUR USE OF THE APP, THE MATERIALS AND/OR OTHER CONTENT ON THE APP. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO YOU.
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