INDEPENDENT CONTRACTOR DRIVER AGREEMENT
Effective as of February 22, 2022
Brems Logistics, LLC, a Maine limited liability company, with offices at 10 Dana Street Suite 301, Portland, Maine 04101, and its subsidiaries and affiliates (“CarHop“, “Company”, “we“, “our“, or “us“) operate transportation, courier and delivery services associated with or made available through various online websites or any other method of request (collectively, the “Services“).
You indicate herein by knowledgeable assent, in full capacity, and acknowledge reasonable notice to the following terms that you are capable of performing delivery, courier and transportation services (“Driver Services”) and are in the personal possession of your own fully insured personal vehicle in satisfaction of your insurer for uses as they relate to Driver Services described herein and in compliance with all laws of the State of Maine or any other relevant jurisdiction.
This agreement’s terms (“Terms“) govern your (“you,” “your,” “Driver”, or “Contractor”) provision of Driver Services on behalf of CarHop or any other third party which Brems Logistics, LLC may subcontract Driver Services to, and constitute a legal agreement between you and CarHop. So please read them carefully.
Now, therefore, the parties agree to the following (the “Agreement”) as of the date above.
PLEASE REVIEW SECTION 9, TITLED “DISPUTE RESOLUTION” CAREFULLY. UNLESS YOU OPT-OUT OF ARBITRATION AS PROVIDED BELOW, THESE TERMS WILL REQUIRE YOU TO RESOLVE DISPUTES WITH CARHOP, NO MATTER WHEN ARISING OR ASSERTED, THROUGH BINDING INDIVIDUAL ARBITRATION (WITH LIMITED EXCEPTIONS). YOU ACKNOWLEDGE AND AGREE THAT YOU AND CARHOP EACH WAIVE THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.
THE PLATFORM AND SERVICES AND DRIVER SERVICES OPPORTUNITIES ARE FOR PERSONS 21 YEARS OF AGE AND OLDER. YOU MAY NOT USE OUR PLATFORM, SERVICES OR PERFORM DRIVER SERVICES IF YOU ARE UNDER 21. YOU MAY NOT PURCHASE FOR, PICK-UP FOR, RECEIVE, DELIVER OR SEND A DELIVERY OR SHIPMENT TO ANYONE UNDER 21. DO NOT SEND US INFORMATION ABOUT ANYONE UNDER 21.
CARHOP RESERVES THE RIGHT, FROM TIME TO TIME, WITH NOTICE, SUCH AS BY SENDING AN EMAIL, PROVIDING A NOTICE THROUGH THE PLATFORM, OR UPDATING THE DATE AT THE TOP OF THESE TERMS, TO MAKE CHANGES TO THIS AGREEMENT IN CARHOP’S SOLE DISCRETION WITHOUT LIABILITY. Unless CarHop says otherwise in its notice or within this agreement in specific cases, the amended Terms will be effective immediately and your continued access to and use of the Platforms after CarHop provides such notice will confirm your acceptance of the changes. If you do not agree to the amended terms, you must stop accessing and using the Platform and our Services or stop providing Driver Services.
1. Driver Services. Throughout the Term, the Contractor will sell Driver Services to CarHop, which will be further contracted out by CarHop to consumers. The Contractor will perform the Driver Services described herein and in Exhibit 1 (“Services”) in a professional manner and in compliance with all Company policies and Driver Policy. The Contractor, in their sole discretion and control, will determine the means of delivering orders. The Contractor will keep accurate records of the Driver Services and will submit them to the Company in a manner requested by the Company.
Brems Logistics, LLC reserves the right to subcontract Driver Services to any third party at any time and reserves the right to offer or advertise Driver Services through any platform or company for any reason at any time. Driver Services performed pursuant to any such subcontract agreement between Brems Logistics, LLC and any other third party shall be performed according to and be governed by to the provisions provided herein.
2. Compensation and Expenses. In full compensation for the Driver Services and any other services provided by Contractor to Company, Company will pay Contractor the fees set forth in Exhibit 1. Once per week, or more frequently in the discretion of CarHop, CarHop shall initiate the appropriate compensation for Driver Services provided in the week prior (e.g.. Driver Services from Wednesday to Tuesday prior) by direct deposit.
All Contractor’s are expected establish direct deposit immediately following their acceptance of this agreement, including filling out the applicable w9 information as requested. CarHop reserves the right to withhold payment for contracted services if Contractor does not establish their direct deposit with CarHop or does not fill out a w9 in full. Contractor will not in any event collect payment for Driver Services from any third-party or client to which Company may provide Driver Services while performing services for CarHop, except that a Contractor is free to work with any third-party as a contractor in their normal course of business so long as it does not negatively impact their performance of Driver Services for CarHop.
Company will not be liable to Contractor for any expenses Contractor may incur in providing the Driver Services, including expenses relating to equipment or overhead, or any compensation and benefits Contractor may provide to any employees or contractors Contractor may use. Contractor will not receive any other compensation or benefits from the Company, including health, disability, life insurance, retirement, pension, profit sharing or unemployment benefits.
Neither Contractor nor any of Contractor’s employees or agents will be treated as an employee of Company with respect to any Driver Services, including for worker’s compensation, unemployment, any and all liability related to Contractor’s performance of Driver Services such as general liability, physical liability, alcohol, cannabis or substance related issues, and the purpose of federal or state unemployment taxes or income tax withholding.
3. Term & Termination. This Agreement is effective starting on the date above and ending when terminated as follows: (a) by either party with or without cause at any time; (b) if either party materially breaches any of its obligations under this Agreement, the other party may terminate immediately if the breaching party fails to cure the breach within five days after receiving written notice by the non-breaching party of the breach. If such breach or default cannot be cured within five days, the Agreement will be terminated immediately on written notice from the non-breaching party.
Upon termination, Driver shall receive on the date of said termination all compensation related to Driver Services performed in the payment period prior to termination and shall continue to honor the terms of this agreement related to confidential information and the intellectual property of Brems Barrels, LLC dba CarHop or its related entities or persons.
4. Relationship. This Agreement creates an independent contractor relationship between the parties and no other type of relationship, including one of employment, agency, or partnership. The Contractor has no authority to create any obligation or liability on Company’s behalf, and the Contractor will not hold himself/herself out to third parties or the public as an agent or employee of the Company.
5. Representations & Warranties. The Contractor represents and warrants that throughout the Term, the Contractor will (a) hold all licenses, certifications, and/or degrees necessary to perform the Contractor’s obligations under this Agreement; and, (b) be under no legal obligation that hinders the Contractor’s performance of this Agreement.
5.1 As an independent contractor, Contractor/Driver similarly represents and warrants that:
A. All of the following criteria pertain wholly to the Driver’s role in the provision of the Driver Services for the Company as an independent contractor:
(1) Driver has the essential right to control the means and progress of the work except as to final results;
(2) Driver is customarily engaged in an independently established trade, occupation, profession, or business;
(3) Driver has the opportunity for profit and loss as a result of the Driver Services being performed for Company;
(4) Driver hires and pays the Driver’s assistants if any, and, to the extent such assistants are employees, supervise the details of the assistants’ work; and
(5) Driver makes their Driver Services available to some client or customer community even if the person’s right to do so is voluntarily not exercised or is temporarily restricted (for example, you may continue to drive for other delivery and ride-share services);
B. And, at least 3 of the following criteria similarly pertain and relate to Driver’s respective provision of Driver Services in terms with the agreement as an independent contractor:
(1) Driver has a substantive investment in the facilities, tools, instruments, materials, and knowledge used by the person to complete the work (Driver’s vehicle and phone are necessary tools, for example);
(2) Driver is not required to work exclusively for Company;
(3) Driver is responsible for satisfactory completion of the work and may be held contractually responsible for failure to complete the work;
(4) The parties have a contract that defines the relationship and gives contractual rights in the event the contract is terminated by the other individual or entity prior to completion of the work (see section 3);
(5) Payment to the person is based on factors directly related to the work performed and not solely on the amount of time expended by the person (see compensation schedule, based on per delivery basis);
(6) The work is outside the usual course of business for which the service is performed; or
(7) Driver has been determined to be an independent contractor by the federal Internal Revenue Service.
6. Insurance. The Contractor confirms that they have been strongly advised by CarHop to contact the Contractor’s personal vehicle insurer to determine if that insurer excludes from the Contractor’s policy the insured’s use of the vehicle for the purpose of making deliveries as set forth herein or as related to the performance of Driver Services generally. The Contractor is solely responsible for maintaining consistent insurance coverage throughout the duration of the Term that covers all activities described, including potential upgrades to the normal insurance required by statute depending on the Contractor’s respective insurance policy.
7. Taxes and Legal Compliance. The Contractor will be responsible for the Contractor’s own compliance with all laws, regulations, and tax obligations accruing to him/her, including income tax obligations and tax withholding obligations that may apply to the Contractor or the Contractor’s employees (if any), in connection with this Agreement. The Contractor will be solely liable for the liability, disability, health, and workers compensation insurance of himself/herself and any of Contractor’s employees.
8. Liability. The Contractor, in performing Driver Services, hereby releases the Company and its employees, officers, directors, independent contractors, agents and successors from any and all claims, demands, civil and/or criminal liabilities or penalties, losses or damages on account of or that may arise from any injury to the Contractor or to any other person or damage to the property of the Contractor or of any other person, for any violation by the Contractor of State law in the provision of Driver Services, including but not limited to, ensuring face to face ID check as required by law and company policy, ensuring the person receiving the alcohol is over 21 years of age, not overly intoxicated, nor otherwise considered a Prohibited Person as defined in 28-MRSA Liquors of the Maine Revised Statutes Annotated, and, in adhering to the health and safety requirements of Essential services and hereby releases the Company and the same from any and all liability to any party for any breach of this duty, as outlined by the Company’s Essential Designation letter and any official State announcement.
Neither party will be liable to the other for any incidental, indirect, or consequential costs or damages in connection with this Agreement. The Company’s total liability to the Contractor is limited to the amount paid to the Contractor under this Agreement. The Company will not be liable to the Contractor for damages relating to any actions or negligence of third parties.
The Contractor will indemnify the Company and hold it harmless from all losses, claims, damages, liabilities, costs, and expenses (including attorneys’ fees) in connection with loss of life, personal injury, damage to property, breach of this agreement, breach of civil duties, criminal acts or any other loss occasioned wholly or in part by an act or omission of Contractor or anyone under Contractor’s control.
9. Dispute Resolution.
PLEASE READ THIS “DISPUTE RESOLUTION” SECTION CAREFULLY, AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT FILED IN COURT.
a. Informal dispute resolution procedure.
A dispute might arise between you and CarHop. If that happens, CarHop is committed to working with you to reach a reasonable resolution. For any issue or dispute that arises between you and CarHop, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. This includes first sending a written description of the dispute to the other party. For any dispute you initiate, you agree to send the written description of the dispute along with the email address associated with your account to the following email address: legal@CarHop.com. For any dispute that CarHop initiates, we will send our written description of the dispute to the email address associated with your account. The written description must be on an individual basis and provide at least the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought.
You and CarHop then agree to negotiate in good faith about the dispute through an informal telephonic dispute resolution conference. The informal telephonic dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If either party is represented by counsel, that party’s counsel may participate in the informal telephonic dispute resolution conference, but the party also must appear at and participate in the conference. If the dispute is not resolved satisfactorily through this informal process within sixty (60) days after receipt of the written description of the dispute, you and CarHop agree to the further dispute resolution provisions below.
The aforementioned informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fee or other deadlines will be tolled while the parties engage in this informal dispute resolution process. Failure to engage in this process could result in the award of fees against you in arbitration.
b. Mutual arbitration agreement.
You and CarHop agree that all claims, disputes, or disagreements that may arise out of the interpretation or performance of these Terms (including their formation, performance, and breach) or payments by or to CarHop, or that in any way related to the provision or use of the Platform, Services or provision of Driver Services, your relationship with CarHop, or any other dispute with CarHop, shall be resolved exclusively through binding arbitration in accordance with this Section 20 (the “Agreement“). This includes claims that arose, were asserted, or involve facts occurring before the existence of this or any prior Agreement as well as claims that may arise after the termination of this Agreement. This Agreement is governed by the Federal Arbitration Act (“FAA”) in all respects and evidences a transaction involving interstate commerce. You and CarHop expressly agree that the FAA shall exclusively govern the interpretation and enforcement of this Agreement. If for whatever reason the rules and procedures of the FAA cannot apply, the state law governing arbitration agreements in the state in which you reside shall apply.
Except as set forth in this Section 20(b), the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of these Terms and this Agreement, including, but not limited to any claim that all or any part thereof are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment of JAMS administrative or arbitrator fees (including the timing of such payments and remedies for nonpayment). The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity.
Notwithstanding the parties’ decision to resolve all disputes through arbitration, each party retains the right to (i) elect to have any claims resolved in small claims court on an individual basis for disputes and actions within the scope of such court’s jurisdiction; (ii) bring an action in state or federal court to protect its intellectual property rights (“intellectual property rights” means patents, copyrights, moral rights, trademarks, and trade secrets and other confidential or proprietary information, but not privacy or publicity rights); and (iii) seek a declaratory judgment, injunction, or other equitable relief in a court of competent jurisdiction regarding whether a party’s claims are time-barred or may be brought in small claims court. Seeking such relief shall not waive a party’s right to arbitration under this agreement, and any filed arbitrations related to any action filed pursuant to this paragraph shall automatically be stayed pending the outcome of such action. For clarity, this “Dispute Resolution” provision does not alter, amend, or affect any of the rights or obligations of the parties to any CarHop Delivery Driver Agreement.
You and CarHop agree to submit to the personal jurisdiction of any federal or state court in Cumberland County, Maine, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator; and in connection with any such proceeding, further agree to accept service of process by U.S. mail and hereby waive any and all jurisdictional and venue defenses otherwise available.
Except as set forth in Section 20(c) below, if any provision of this Agreement is found by an arbitrator or court of competent jurisdiction to be invalid, the parties nevertheless agree that the arbitrator or court should endeavor to give effect to the parties intentions as reflected in the provision, and the other provisions thereof remain in full force and effect.
THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE THE CLAIM AND THAT RIGHTS TO PREHEARING EXCHANGE OF INFORMATION AND APPEALS MAY BE LIMITED IN ARBITRATION. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU AND CARHOP ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
c. Class action and collective relief waiver.
YOU AND CARHOP ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT IN SECTION 20(g) BELOW, THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED OR LITIGATED ON A CLASS, JOINT, COLLECTIVE OR CONSOLIDATED BASIS OR IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS CLAIMS AS A PRIVATE ATTORNEY GENERAL OR FOR PUBLIC INJUNCTIVE RELIEF). EXCEPT AS SET OUT IN SECTION 20(g) BELOW, UNLESS BOTH YOU AND CARHOP OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT PRESIDE OVER ANY FORM OF ANY CLASS, JOINT, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING ANY DECLARATORY OR INJUNCTIVE RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT AWARD RELIEF FOR OR AGAINST ANYONE WHO IS NOT A PARTY TO THE PROCEEDING.
This Class Action and Collective Relief Waiver and the provisions in Section 20(g) are an essential part of this “Dispute Resolution” section, and if it is deemed invalid or unenforceable with respect to a particular claim or dispute, neither you nor CarHop may arbitrate such claim or dispute. Notwithstanding the foregoing, if a court or arbitrator (or where applicable, JAMS) determine that either the Class Action and Collective Relief Waiver or the provisions in Section 20(g) are not enforceable as to a particular claim or request for relief and all appeals from that decision have been exhausted (or the decision is otherwise final), then the parties agree that that particular claim or request for relief may proceed in court but shall be severed and stayed pending arbitration of the remaining claims. This provision does not prevent you or CarHop from participating in a class-wide settlement of claims.
d. Arbitration rules.
The arbitration will be administered by JAMS and resolved before a single arbitrator. If JAMS is not available to arbitrate, the parties will select an alternative arbitration provider, but in no event shall any arbitration be administered by the American Arbitration Association. Except as modified by this “Dispute Resolution” provision, JAMS will administer the arbitration in accordance with the JAMS Streamlined Arbitration Rules and Procedures for claims that do not exceed $250,000 and the JAMS Comprehensive Arbitration Rules and Procedures for claims exceeding $250,000, in each case applying the rules and procedures in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class or representative actions. You can find the JAMS rules and procedures here at this link. The Applicable JAMS rules and procedures are available at https://www.jamsadr.com/adr-rules-procedures/ or by calling JAMS at (800) 352-5267.
e. Initiating arbitration.
Only after the parties have engaged in a good-faith effort to resolve the dispute in accordance with the Informal Dispute Resolution Procedure provision, and only if those efforts fail, then either party may initiate binding arbitration as the sole means to resolve claims. A party who desires to initiate arbitration must deliver to JAMS and the other party a demand for arbitration which satisfies the following requirements: (1) the name, telephone number, mailing address, and email address of the party seeking arbitration (if you are seeking arbitration, you must provide the email address associated with your CarHop account); (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and a good-faith calculation of the amount in controversy (requests for injunctive relief or attorneys’ fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); (4) the party’s original signature; and (5) the party’s portion of the applicable filing fee. If the party seeking arbitration is represented by counsel, the demand for arbitration must also include the counsel’s name, firm, telephone number, mailing address, email address, and original signature.
If you are initiating the arbitration, hard-copy service of the demand to CarHop shall be made in accordance with JAMS’ rules and procedures to the following address: Brems Barrels, LLC dba CarHop, Attn: Legal, 10 Dana Street, Suite 301, Portland, ME 04101, and a copy of the same shall also be emailed to legal@CarHopme.com. If CarHop is initiating the arbitration, it will serve a copy of the demand to the email address associated with your CarHop account, as well as in hard copy if CarHop knows your mailing address.
The arbitrator and/or JAMS may require amendment of any demand or counterclaim that does not satisfy these requirements. Where a party is represented by counsel, counsel’s signature on the demand for arbitration, or any other paper submitted to JAMS or the arbitrator constitutes a certification that such paper complies with the standard set forth in Federal Rule of Civil Procedure 11(b). The arbitrator has the right to impose sanctions in accordance with the JAMS rules and procedures for any claims or submissions the arbitrator determines to violate such standard, as well as for a party’s failure to comply with the Informal Dispute Resolution Procedure contemplated by this Agreement.
f. Arbitration location and procedure.
Unless you and CarHop otherwise agree, if you are a resident of the United States the arbitration will be conducted in the county where you reside, and if you are not a resident of the United States the arbitration shall be conducted in Cumberland County, State of Maine, United States of America. If the amount in controversy does not exceed $10,000 and you do not seek injunctive or declaratory relief, then the arbitration will be conducted solely on the basis of documents you and CarHop submit to the arbitrator, unless the arbitrator determines that a hearing is necessary. If the amount in controversy exceeds $10,000 or seeks declaratory or injunctive relief, either party may request (or the arbitrator may determine) to hold a hearing, which shall be via videoconference or telephone conference unless the parties agree otherwise.
Subject to the applicable JAMS rules and procedures, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited, cost-efficient nature of the arbitration. The parties agree that the arbitrator may allow the filing of dispositive motions if they are likely to efficiently resolve or narrow issues in dispute. If a party timely serves an offer of judgment under Federal Rule of Civil Procedure 68, or any other state-law equivalent, and the judgment that the other party finally obtains is not more favorable than the unaccepted offer, then the other party shall pay the costs, including filing fees, incurred after the offer was made. Unless otherwise prohibited by law, all arbitration proceedings will be confidential and closed to the public and any parties other than you and CarHop, and all records relating thereto will be permanently sealed, except as necessary to obtain court confirmation of the arbitration award (provided that the party seeking confirmation shall seek to file such records under seal to the extent permitted by law).
g. Batch arbitration.
To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to JAMS (or another arbitration provider selected in accordance with Section 20(d) if JAMS is unavailable) against CarHop within reasonably close proximity, the arbitration provider shall (i) administer the arbitration demands in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands); (ii) designate one arbitrator for each batch; and (iii) provide for a single filing fee due per side per batch. Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable JAMS rules and procedures for such selection, and the arbitrator will determine the location where the proceedings will be conducted. You agree to cooperate in good faith with CarHop and the arbitration provider to implement such a “batch approach” or another similar approach to provide for an efficient resolution of claims, including the payment of single filing and administrative fees for batches of claims. This “Batch Arbitration” provision shall in no way be interpreted as authorizing class arbitration of any kind. CarHop does not agree or consent to class arbitration, private attorney general arbitration, or arbitration involving joint or consolidated claims under any circumstances, except as set forth in this Section 20(g).
h. Arbitrator’s decision.
The arbitrator will render an award within the time frame specified in the applicable JAMS rules and procedures. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum’s rules, and this Agreement. The arbitrator’s award of damages and/or other relief must be consistent with Section 20(c) above and also must be consistent with the terms of the “Limitation of Liability” section below as to the types and the amounts of damages or other relief for which a party may be held liable. No arbitration award or decision will have any preclusive effect as to issues or claims in any dispute with anyone who is not a named party to the arbitration.
Attorneys’ fees will be available to the prevailing party in the arbitration only if authorized under the applicable substantive law governing the claims in the arbitration.
Pursuant to the applicable JAMS Rules and Consumer Arbitration Minimum Standards, you will be required to pay $250 to initiate an arbitration against CarHop. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, the arbitrator may require CarHop to pay the portion of that fee that exceeds the cost of filing suit. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise. If the arbitrator finds the arbitration to be non-frivolous, CarHop will pay all of the actual filing and arbitrator fees for the arbitration, provided your claim does not exceed $75,000. For claims above $75,000, fees and costs will be determined in accordance with applicable JAMS rules. The arbitration rules permit you to recover attorneys’ fees in certain cases.
The parties agree that JAMS has the discretion to modify the amount or timing of any administrative or arbitration fees due under JAMS’ Rules where it deems appropriate (including as specified in Section 20(g)), provided that such modification does not increase the costs to you, and you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by JAMS does not constitute a default, waiver, or breach of this Section 20 while such challenge remains pending before JAMS, the arbitrator, and/or a court of competent jurisdiction and that any and all due dates for those fees shall be tolled during the pendency of such challenge.
j. Right to opt-out of arbitration.
CarHop’s updates to these Terms do not provide you with a new opportunity to opt-out of arbitration if you agreed to a previous version of the Terms and did not validly opt-out of arbitration. CarHop will continue to honor any valid opt-outs if you opted out of arbitration in a prior version of the Terms. If you create a CarHop account for the first time on or after July 30, 2021, you may opt-out of arbitration. To opt-out, you must notify CarHop in writing no later than 30 days after first becoming subject to the Dispute Resolution provisions of these Terms. Your notice must include your full name, mailing address, the email address associated with your CarHop account, a clear statement that you want to opt-out of this Mutual Arbitration Agreement, and your original signature. The notice cannot be signed by your attorney, agent, or another representative, and you may only opt-out on behalf of yourself individually. You must send your opt-out notice by U.S. Postal Service certified mail to Brems Barrels, LLC dba CarHop, Attn: Legal, 10 Dana Street, Suite 301, Portland, Maine 04101.
If you opt-out of this Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may have entered into with CarHop or may enter into in the future with CarHop. If you do not timely opt-out of this Agreement, such action shall constitute mutual acceptance of the terms of this Agreement by you and CarHop.
CarHop will provide a 30-day notice of any changes to this “Dispute Resolution” section, but any such changes will not apply to any individual claim(s) of which CarHop already has actual notice. If CarHop changes this “Dispute Resolution” section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you agree that your continued use of the Platform or Services and/or provision of Driver Services 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may reject any such change by providing CarHop written notice of such rejection by certified mail to: Brems Barrels, LLC dba CarHop, Attn: Legal, 10 Dana Street, Suite 301, Portland, Maine 04101, or by email from the email address associated with your account to: legal@CarHopme.com, within 30 days of the date such change became effective, as indicated in the “Effective” date above. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this “Dispute Resolution” section. If you reject changes pursuant to this paragraph and were already bound by an existing agreement to arbitrate disputes under a previous version of the Terms, then that existing arbitration agreement shall remain in full force and effect.
10. Confidentiality. In connection with this Agreement, each party may receive certain confidential or proprietary information about the other or about clients of the other (“Confidential Information”). During the Term and for two years after it, each party (including its employees, contractors, and agents) will not disclose Confidential Information to any third party or use Confidential Information except as necessary to perform its duties under this Agreement or as required by law. Confidential Information includes, without limitation, information about the Company’s (and its clients’) business plans and strategies, sales and marketing strategies, lists of customers and customer leads, operations, events, finances, trade secrets, and any other information or materials that the Company takes reasonable care to prevent from public disclosure or that the Company or a Company client asks the Contractor to treat as confidential. Within one day after termination of this Agreement, the Contractor will return to the Company all Confidential Information and/or property of CarHop then in the Contractor’s possession. The Contractor will be invoiced for any unreturned property at fair market value.
11.1. No exclusivity. The Company may retain parties other than the Contractor for services similar to the Driver Services. Subject to Section 10 (Confidentiality), the Contractor may voluntarily provide services similar to Driver Services to any third parties and acknowledges their voluntary right to do so and that they extend these Driver Services to other entities even if the Contractor does not exercise said right(s).
11.2. Notice. Any notice required by this Agreement will be effective on a party only when made by email to the party representative addresses named above. The Contractor is responsible for notifying the Company of any changes in their contact or tax info, such as change of email, address of residence for tax purposes, full legal name, etc.
11.3. Delegation. Absent prior written authorization from the Company, the Contractor may not retain the Contractor’s own independent contractors to perform the Contractor’s obligations under this Agreement or otherwise delegate.
11.4. Survival. Termination of this Agreement will not affect the provisions of the sections relating to confidentiality, non-competition, non-solicitation, and intellectual property.
11.5. Severability. If any provision of this Agreement is held invalid, for any reason by a court, government agency, body, or tribunal, the remaining provisions will be unaffected and will remain in effect unless the invalidity goes to the essence of the Agreement.
11.6. Binding Effect. This Agreement will be binding upon and inure to the benefit of the parties’ heirs, personal representatives, successors, and assigns. The parties represent and warrant that their signatories to this Agreement are fully authorized to bind the parties.
11.7. Choice of Law. This Agreement will be governed by and interpreted and construed in accordance with, the internal laws of the State of Maine without reference to principles of conflicts or choice of law.
11.8. Entire Agreement. This Agreement is the entire agreement between the parties regarding its subject matter and may not be modified except by a writing referencing this section.
11.9. Hold Harmless. The Contractor will indemnify and hold the Company harmless to the extent of any obligation imposed on the Company (a) to pay in withholding taxes, unemployment claims, similar items or (b) resulting from a determination by a state or federal governmental authority that the Contractor is not an independent contractor. The Contractor will indemnify and hold the Company harmless for any of the Contractor’s violation of any State law in the provision of Driver Services and any of the Contractor’s noncompliance with relevant State regulations.
11.10. Driver Policy. The Contractor agrees to all terms of the Driver Policy, available on CarHop.buzz website, Carhopme.com website, and agreed upon when submitting an application through CarHop’s site(s).
INDEPENDENT CONTRACTOR DRIVER AGREEMENT
All capitalized terms in this Exhibit 1 have the meanings provided in the Independent Contractor Agreement to which the Exhibit is attached.
- Driver Services. During the Term, The Contractor will provide the following services (“Driver Services”):
- Driving and delivery services of alcohol, food and/or other goods, in full compliance with the law at all times;
- Receive orders from and communicate with as necessary our dispatch via the WisdomGPS app;
- Maintain a mobile phone device and a vehicle capable to enable the Contractor to perform the Driver Services as required by CarHop;
- Inform CarHop of the Contractor time availability for Driver Services in no less than 3 days (72 hours) before their desired time of Service performance, if you prefer to reserve scheduled hours;
- Purchase with CarHop company credit card or through the card on file with vendor and collect orders for pickup in a timely fashion;
- Determine consistency of CarHop site pricing upon pickup with retailer pricing, and communicate with dispatch as necessary if there is a discrepancy in any way;
- Carry out deliveries in a timely, reasonable, and professional manner as instructed by CarHop dispatcher(s) and in compliance with all State laws and regulations. It is your duty to ensure that the customer is 21+ years of age, not overly intoxicated, and to otherwise research the situation as necessary to ensure full compliance with state law, and you assume full responsibility and liability for any breach of this duty. The driver is responsible for satisfactory completion of the work and may be held contractually responsible for failure to complete the work as described;
- And, deliver all products to consumers and carry out pickups and purchases with vendors, and all other Driver Services related activities, in compliance with Governor Mills’ Executive Order protections and sanitary guidelines for essential businesses per Executive Order 19 FY 19/20 measures, Governor Mills’ office essential designation letter addressed to CarHop April 1, 2020, and CarHop company policies.
- Perform these Driver Services as described in this Exhibit 1 as it may be amended at any time by Company in Company’s sole and complete discretion, as evidenced by updates to this agreement on the CarHop.Buzz site or CarHopme.com or any future site Company may use.
- Compensation. In full compensation for the Driver Services, the Company will compensate the Contractor as follows:
20% per delivery fee charged, plus all tips per order(s) delivered.
Once the Contractor completes 1,000 orders with satisfactory performance, in the sole discretion of CarHop, the Contractor may be promoted to “Buzz Driver” Stage 3 status. Buzz Drivers earn 30% per delivery fee, plus all tips.