Driver Agreement

Effective May 21, 2020

This Fleet Agreement (the “Agreement”), effective the date accepted by Driver, is made and entered into by and between you (“Driver”) and bqn limited (“bqn”). By entering into this Agreement, Driver also acknowledges that Driver has read, understood, and voluntarily agreed to the bqn Digital Application Terms of Service. Additionally, and for clarity, Driver and bqn may each be referenced in this Agreement as a “Party” and together as the “Parties.”

IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION, AS IT REQUIRES THE PARTIES (UNLESS YOU VALIDLY OPT OUT OF ARBITRATION, AS PROVIDED BELOW) TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING ARBITRATION. BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING THIS AGREEMENT.

Recitals

bqn provides and maintains a platform using web-based technology on which retail stores and other merchants (collectively “Merchants”); and independent contractors (Drivers) coordinate with one another to provide delivery services (“Deliveries”). bqn software allows merchants to request contractor services and notifies contractors that a delivery opportunity is available. The bqn software facilitates completion of and monetary transaction for the delivery. bqn is not a merchant or delivery service.

The Driver is an independent provider of delivery and other services, authorized to conduct the services contemplated by this Agreement in the geographic location(s) in which Driver operates. The Driver possesses all equipment and personnel necessary to perform the delivery and any other services contemplated by this Agreement in accordance with applicable laws. Driver understands and agrees that Driver enters into this Agreement as an independent business entity, and Driver desires to enter into this Agreement for the right to access the Platform in order to receive Delivery Opportunities. In consideration of these recitals and the mutual promises below, and for other good and valuable consideration, Driver and bqn agree as follows:

Purpose Of Agreement

This Agreement governs the entire relationship between the Parties, and establishes the Parties’ respective rights and obligations arising out of this relationship. The relationship between the Parties governed by this Agreement includes Driver’s access to the Platform, which facilitates Driver’s Provision of Deliveries through Delivery Opportunities. The Parties acknowledge and agree that this Agreement is a licensing agreement between independent businesses that are separately owned and operated. The Parties intend this Agreement to create the relationship of principal and independent contractor (“Contractor”) and not that of employer and employee. Neither Party shall have the right to bind the other by contract (or otherwise) except as specifically provided in this Agreement.

The Driver shall have no obligation to accept or perform any particular “Delivery Opportunity” (as that term is defined herein) offered by bqn. However, once a Delivery Opportunity is accepted, Driver shall be contractually bound to complete the Contracted Services in accordance with all consumer specifications and the terms laid out in this Agreement.

Driver agrees that if Driver fails to complete any Delivery (a “Service Failure”), bqn reserves the right to recover any costs incurred by bqn related to Driver’s action(s) or omission(s). Driver further agrees that if Driver fails to return to a Merchant any item that cannot be delivered (a “Return Failure”), bqn reserves the right to recover any costs incurred by bqn related to the Return Failure. If Driver disputes responsibility for a Service Failure or Return Failure, Driver agrees to resolve the dispute pursuant to the “Payment Disputes” provision below.

bqn reserves the right, at any time, to modify or supplement external documents referenced and incorporated into this Agreement and/or any information referenced via hyperlink (or the addresses where such information may be found). Such modifications shall become effective upon posting. Such modifications or supplements may be provided to Driver via electronic means.

Driver Operations

Driver understands and agrees that in providing any Deliveries under this Agreement, Driver is not an employee or customer of bqn, any Merchant, or any Customer purchasing goods from a Merchant. Driver represents that in providing any Deliveries under this Agreement Driver operates an independent business, whether a sole proprietorship or other formal business entity, including but not limited to a corporation, limited liability company, or partnership. If Driver is required to obtain or maintain a business license, Driver represents that Driver has obtained and agreed to maintain such a license. Driver agrees to inform bqn in writing immediately if Driver is no longer operating an independent business to provide Deliveries under this Agreement.

Driver understands that: (i) Driver is free to select the times Driver wishes to access the Platform; (ii) Driver is free to accept, reject, or ignore any particular Delivery Opportunities made available to Driver through the Platform; (iii) Driver has the sole right to control the manner and means by which Driver performs Deliveries through the Platform; and (iv) Driver is engaging bqn to provide Driver access to the Platform, which will permit Driver to perform deliveries.

Driver represents that, as applicable, Driver possesses all tools, vehicles, and equipment, including mobile telephone, modes of transportation, etc. (collectively “Equipment”) and personnel necessary to lawfully provide the Deliveries contemplated by this Agreement. Moreover, Driver agrees that Driver is solely responsible for ensuring that such Equipment conforms to applicable laws, including those pertaining to health, safety, inspection, and operational capability, and that Driver is responsible for all costs and expenses Driver may incur under this Agreement, including, but not limited to, traffic tickets, tolls, parking fees, inspections, insurance, and any other costs related to Equipment. Except as otherwise required by law, Driver assumes all risk of damage or loss to Driver Equipment.

Nothing in this Agreement prohibits Driver, to the extent permitted by law and subject to the terms of this Agreement, from hiring or engaging others (as employees or subcontractors of Driver) to perform all or some of the Contracted Services, provided any such employees or subcontractors meet all the requirements applicable to Driver including, but not limited to, accepting the terms of this Agreement, Driver agrees to bear sole responsibility for the direction and control over any Subcontractor. Specifically, to the extent Driver engages a Subcontractor, unless otherwise mandated by law, Driver assumes full and sole responsibility for the payment of all amounts due or required to be withheld from Subcontractor(s) for work performed under this Agreement, including but not limited to any wages, benefits and expenses, state and federal income tax withholdings, unemployment insurance contributions, and/or social security taxes. bqn shall have no responsibility for money or obligations Driver may owe Subcontractor(s), and neither Driver nor any Subcontractor(s) shall participate in or receive any wages or other benefits available to bqn’s employees. The Parties acknowledge and agree that any provisions of this Agreement reserving ultimate authority in bqn have been inserted solely to achieve compliance with federal, state, or local laws, regulations, and interpretations thereof, and/or to ensure the safety of the Platform for all users.

As an independent business enterprise, Driver retains the right to perform services (whether delivery services or other services) for others and to hold themself out to the general public as a separately established business. The parties recognize that they are or may be engaged in similar arrangements with others and nothing in this Agreement shall prevent Driver or bqn from doing business with others. bqn does not have the right to restrict Driver from performing services for Driver’s own business, other businesses, customers, or consumers at any time, even if such business directly competes with bqn, and even during the time Driver is logged into the bqn platform.The Driver’s right to compete with bqn, or perform services for businesses that compete with bqn, will survive even after termination of this Agreement.

Driver is not required to purchase, lease, or rent any products, equipment or services from bqn as a condition of doing business with bqn or entering into this Agreement.

In order to perform any Contracted Services, Driver must pass a background check administered by a third-party vendor, subject to Driver’s lawful consent. Driver also agrees that, at its sole discretion and in accordance with applicable law, bqn may require Driver to consent to and pass additional background checks.

Driver agrees that bqn, its partners, affiliates, or representatives may contact Driver 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) Driver provides to bqn. bqn uses Twilio to send and receive SMS and other telephony capabilities. Twilio and therefore bqn’s influence over the timing of the receipt or transmission of messages is within the technical constraints imposed by other telephone carriers. While we will use commercially reasonable efforts to send delivery notifications as fast as possible, we cannot commit to, and do not guarantee, a specific maximum delivery time. Such times depend on various network and system-related factors among the various entities involved in the transmission of your messages and broadcasts across the telephone network and/or the Internet. bqn is not liable for any loss incurred by the failure of a message or broadcast to be delivered, and you acknowledge that damages for financial or other loss resulting from delivery failure cannot be claimed from bqn or Twilio (per Twilio’s TOS) for any such non-deliveries.

Text-Em-All is not responsible for any charges that you may incur from another carrier to access the Text-Em-All Services, nor is Text-Em-All responsible for any charges the recipients of your messages may incur from their carriers.

Fees For Deliveries Provided

Unless otherwise notified in writing by bqn or as otherwise provided herein, Driver will receive payment per completed leg of Delivery in the amount initially quoted according to the publicly available pricing structure published on bqn’s website: bqn.io/pricing-overview

bqn and/or the merchant reserves the right, at its sole discretion, to change the pricing at any time for any reason, and Driver’s continued use of the bqn Platform shall constitute Driver’s consent to any change. Nothing in this Agreement prevents the Parties from negotiating a different rate of pay. Driver is free to contact Merchant regarding the payment schedule, and is free to accept, reject, or ignore any Delivery Opportunities as a means to earn different rates of pay.

bqn agrees to transmit payment(s) for all completed leg(s) of Delivery to Driver via specified preferences configured in their “Connected Account” settings at a 3rd Party Payment Platform. Driver is responsible for any applicable processing fees associated with such remittance, and Drivers understand that Drivers may incur and agree to pay transfer and/or transaction fees, as applicable, for such payments.

bqn shall apply transaction / payment processing fees, as applicable, for such payments prior to transferring funds to Driver. Customers and Merchants can pay Driver a gratuity in cash or via other payment method(s). Nothing in this Agreement shall prevent Driver from retaining 100% of any gratuity paid by a Customer sans any transaction fees collected by the 3rd Party Payment Platform. bqn acknowledges it has no right to interfere with the amount of gratuity given to Driver by a Customer or Merchant.

Payment Disputes

In the event of a Service Failure or Return Failure, Driver agrees that Driver may forfeit all or a portion of the payment as described above (depending on the extent to which the Service Failure results from Driver’s act or omission). Any reduction of payment shall be based upon proof provided by the Customer, Merchant, Driver, and/or any other party with information relevant to the dispute. bqn shall make the initial determination as to what percentage of fault Driver bears, and Driver shall have the right to challenge bqn’s determination as described in the provisions set forth below.

In the event bqn fails to remit payment in a timely or accurate manner, Driver shall have the right to seek proper payment by any legal means contemplated by this Agreement, provided, however, Driver first informs bqn in writing of the failure and provides bqn a reasonable opportunity to cure.

Insurance

Driver agrees, as a condition of doing business with bqn, that during the term of this Agreement, Driver will maintain current insurance, in amounts and of types required by law to provide the Contracted Services, at their own expense. Driver acknowledges that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of this Agreement and shall result in the termination of the Agreement and the loss of Driver’s right to receive Delivery Opportunities.

Notification of Coverage: Driver agrees to deliver to bqn, upon request, current certificates of insurance as proof of coverage. Driver further agrees to provide updated certificates each time Driver purchases, renews, or alters Driver’s insurance coverage. Driver agrees to give bqn at least thirty (30) days’ prior written notice before cancellation of any insurance policy required by this Agreement.

Workers’ Compensation/Occupational Accident Insurance:

Driver agrees that Driver will maintain sufficient insurance to cover any risks or claims arising out of or related to Driver’s relationship with bqn, including workers’ compensation insurance where required by law. Driver acknowledges and understands that Driver will not be eligible for workers’ compensation benefits through bqn and is instead responsible for maintaining Driver’s own workers’ compensation insurance or occupational accident insurance.

Indemnity

Driver agrees to indemnify, protect, and hold harmless bqn, 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: (i) 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 Driver and/or any Subcontractor under this Agreement, including but not limited to, personal injury to or death of any person (including Driver and/or any Subcontractor); (ii) any liability arising from Driver’s failure to comply with the terms of this Agreement; (iii) 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 Driver with respect to Driver and/or any Subcontractors using the bqn Platform to complete Deliveries; and (iv) all costs associated with Driver’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.

Driver agrees that Driver’s obligations in this Section 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 bqn or any of the Indemnitees.

Reporting Driver’s Income

Bqn shall report all payments made to Driver on a calendar year basis using an appropriate IRS Form 1099, if the volume of payments to Driver qualifies. Driver agrees to report all such payments and any cash gratuities to the appropriate federal, state and local taxing authorities.

Confidentiality

Driver acknowledges and agrees that in the performance of this Agreement Driver may have direct or indirect access or exposure to bqn’s confidential information (“Confidential Information”). Confidential Information includes bqn’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 bqn designates as being proprietary or confidential or that Driver should reasonably know to treat as confidential.

Driver acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of bqn; (b) Driver shall not use Confidential Information for any purpose except to complete a Delivery; (c) Driver shall not disclose Confidential Information to any third-party; and (d) Driver 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 bqn’s request.

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 by Driver; (b) was possessed by Driver prior to the date of this Agreement without an obligation of confidentiality; or (c) is disclosed to Driver by a third party having no obligation of confidentiality with respect thereto.

If Driver becomes legally compelled to disclose any Confidential Information, other than pursuant to a confidentiality agreement, Driver will provide bqn prompt written notice of such disclosure and will cooperate with bqn should bqn seek a protective order or another appropriate remedy. If bqn waives Driver’s compliance with this obligation or fails to obtain a protective order or other appropriate remedy, Driver will furnish only that portion of the Confidential Information that is legally required to be disclosed; provided that any Confidential Information so disclosed shall maintain its confidentiality protection for all purposes other than such legally compelled disclosure.

Mutual Arbitration Provision

Driver and bqn mutually agree to this Mutual Arbitration Provision, which is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) and shall apply to any and all disputes arising out of or relating to this Agreement, Driver’s classification as an independent contractor, Driver’s provision of Contracted Services to consumers, merchants, or other businesses, the payments received by Driver for providing services to consumers, merchants, or other businesses, the termination of this Agreement, and all other aspects of Driver’s relationship with bqn, past, present or future, whether arising under federal, state or local statutory and/or common law, including without limitation harassment, discrimination or retaliation claims and claims arising under or related to the Civil Rights Act of 1964 (or its state or local equivalents), Family Medical Leave Act (or its state or local equivalents), Federal Credit Reporting Act (or its state or local equivalents), Americans With Disabilities Act (or its state or local equivalents), Age Discrimination in Employment Act (or its state or local equivalents), or Fair Labor Standards Act (or its state or local equivalents), Telephone Consumer Protection Act (or its state or local equivalents), state and local wage and hour laws, state and local statutes or regulations addressing the same or similar subject matters, and all other federal, state or local claims arising out of or relating to Driver’s relationship or the termination of that relationship with bqn. The parties expressly agree that this Agreement shall be governed by the FAA even in the event Driver and/or bqn are otherwise exempted from the FAA. Any disputes in this regard shall be resolved exclusively by an arbitrator. If for any reason the FAA does not apply, the state law governing arbitration agreements in the state in which the Driver operates shall apply.

Driver and bqn agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. Driver and bqn therefore agree that, before either Driver or bqn demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to informally resolve any claim covered by this mutual Arbitration Agreement. If Driver is represented by counsel, Driver’s counsel may participate in the conference, but Driver shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify bqn that Driver intends to initiate an informal dispute resolution conference, email admin@bqn.io, providing Driver’s name, the telephone number associated with Driver’s account (if any), the email address associated with Driver’s account, and a description of Driver’s claim. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

If, following the informal resolution process, either Driver or bqn wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought and (4) the amount in controversy. Any demand for arbitration by Driver must be delivered to the counsel who represented DoorDash in the informal resolution process, or if there was no such counsel, then to: bqn, 9615 E County Line Rd, Centennial, CO 80112 ste. 414.

Arbitration Class Action Waiver. Driver and bqn mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as, or to participate in, a class action, collective action and/or representative action and an arbitrator shall not have any authority to hear or arbitrate any class, collective or representative action, or to award relief to anyone but the individual in arbitration (“Arbitration Class Action Waiver”). Notwithstanding any other clause contained in this Agreement or the CPR Rules, as defined below, any claim that all or part of this Arbitration Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that all or part of the Arbitration Class Action Waiver is unenforceable, the class, collective and/or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Arbitration Class Action Waiver that is enforceable shall be enforced in arbitration. All other disputes with respect to whether this Mutual Arbitration Provision is unenforceable, unconscionable, applicable, valid, void or voidable, and all disputes regarding the payment of arbitrator or arbitration-organization fees including the timing of such payments and remedies for nonpayment, shall be determined exclusively by an arbitrator, and not by any court. For sake of clarification only, nothing in this paragraph shall be construed to prohibit settlements on a class-wide, collective, and/or representative basis.

Driver agrees and acknowledges that entering into this Mutual Arbitration Provision does not change Driver’s status as an independent contractor in fact and in law, that Driver is not an employee of bqn or its customers and that any disputes in this regard shall be subject to arbitration as provided in this agreement

Any arbitration shall be governed by the CPR Administered Arbitration Rules and, when applicable, the CPR Employment-Related Mass-Claims Protocol (together, the “CPR Rules”) of the International Institute for Conflict Prevention & Resolution, except as follows:

The arbitration shall be heard by one arbitrator (the “Arbitrator”) selected in accordance with the CPR Rules. The Arbitrator shall be an attorney with experience in the law underlying the dispute.
If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place within 45 miles of Driver’s residence as of the effective date of this Agreement.
The CPR fee schedule will apply with the following exceptions. Unless applicable law provides otherwise, in the event that bqn and Driver have agreed to this Mutual Arbitration Provision, bqn and Driver shall equally share filing fees and other similar and usual administrative costs, as are common to both court and administrative proceedings, but Driver’s share of such fees and costs will not exceed the filing fee to file the case in a court of competent jurisdiction embracing the location of the arbitration. bqn shall pay any costs uniquely associated with arbitration, such as payment of the fees of the Arbitrator, as well as room rental.
The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
Except as provided in the Arbitration Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.
The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.
The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law.
The Arbitrator may issue orders to protect the confidentiality of proprietary information, trade secrets, or other sensitive information. Subject to the discretion of the Arbitrator or agreement of the parties, any person having a direct interest in the arbitration may attend the arbitration hearing. The Arbitrator may exclude any non-party from any part of the hearing.
Either Driver or bqn may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual.

Nothing in this Mutual Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Mutual Arbitration Provision. Nothing in this Mutual Arbitration Provision prevents you from making a report to or filing a claim or charge with the U.S. Department of Labor, Equal Employment Opportunity Commission, National Labor Relations Board, U.S. Securities and Exchange Commission or Office of Federal Contract Compliance Programs. This Mutual Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Mutual Arbitration Provision. Nothing in this Mutual Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. bqn will not retaliate against Driver for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act. Disputes between the parties that may not be subject to predispute arbitration agreement, including as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Mutual Arbitration Provision.

The CPR Rules may be found at www.cpradr.org or by searching for “CPR Administered Arbitration Rules” and “CPR Employment-Related Mass-Claims Protocol” using a service such as www.google.com or www.bing.com or by asking bqn’s General Counsel to provide a copy (by submitting a written request to bqn, 9615 E County Line Rd, Centennial, CO 80112 Ste. 414).

Driver’s Right to Opt Out of Mutual Arbitration Provision. Arbitration is not a mandatory condition of Driver’s contractual relationship with bqn, and therefore Driver may submit a statement notifying bqn that Driver wishes to opt out and not be subject to this MUTUAL ARBITRATION PROVISION. In order to opt out, Driver must notify bqn in writing of Driver’s intention to opt out by sending a letter, by First Class Mail, to bqn, 9615 E County Line Rd, Centennial, CO 80112 ste. 414. Any attempt to opt out by email will be ineffective. The letter must state Driver’s intention to opt out. In order to be effective, Driver’s opt out letter must be postmarked within 30 days of the effective date of this Agreement. The letter must be signed by Driver themself, and not by any agent or representative of Driver. The letter may opt out, at most, only one Driver, and letters that purport to opt out multiple Drivers will not be effective as to any. No Driver (or their agent or representative) may effectuate an opt out on behalf of other Drivers. If, at the time of Driver’s receipt of this Agreement, Driver was bound by an existing arbitration agreement with bqn, that arbitration agreement will continue to apply to any pending litigation, even if Driver opts out of this Arbitration Agreement. If Driver opts out as provided in this paragraph, Driver will not be subject to any adverse action from bqn as a consequence of that decision and they may pursue available legal remedies without regard to this Mutual Arbitration Provision. If Driver does not opt out within 30 days of the effective date of this Agreement, Driver and bqn shall be deemed to have agreed to this Mutual Arbitration Provision. Driver has the right to consult with counsel of Driver’s choice concerning this Mutual Arbitration Provision (or any other provision of this Agreement).

Except as specified in the prior paragraph, this Mutual Arbitration Provision supersedes any and all prior arbitration agreements between Driver and bqn and is the full and complete agreement relating to the formal resolution of disputes covered by this Mutual Arbitration Provision. In the event any portion of this Mutual Arbitration Provision is deemed unenforceable, the remainder of this Mutual Arbitration Provision will be enforceable. The award issued by the Arbitrator may be entered in any court of competent jurisdiction. and bqn mutually agree to this Mutual Arbitration Provision, which is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) and shall apply to any and all disputes arising out of or relating to this Agreement, Driver’s classification as an independent contractor, Driver’s provision of Contracted Services to consumers, merchants, or other businesses, the payments received by Driver for providing services to consumers, merchants, or other businesses, the termination of this Agreement, and all other aspects of Driver’s relationship with bqn, past, present or future, whether arising under federal, state or local statutory and/or common law, including without limitation harassment, discrimination or retaliation claims and claims arising under or related to the Civil Rights Act of 1964 (or its state or local equivalents), Americans With Disabilities Act (or its state or local equivalents), Age Discrimination in Employment Act (or its state or local equivalents), Family Medical Leave Act (or its state or local equivalents), Federal Credit Reporting Act (or its state or local equivalents), Telephone Consumer Protection Act (or its state or local equivalents), or Fair Labor Standards Act (or its state or local equivalents), state and local wage and hour laws, state and local statutes or regulations addressing the same or similar subject matters, and all other federal, state or local claims arising out of or relating to Driver’s relationship or the termination of that relationship with bqn. The parties expressly agree that this Agreement shall be governed by the FAA even in the event Driver and/or bqn are otherwise exempted from the FAA. Any disputes in this regard shall be resolved exclusively by an arbitrator. If for any reason the FAA does not apply, the state law governing arbitration agreements in the state in which the Driver operates shall apply.

Term and Termination of Agreement
This Agreement shall remain in full force and effect for one (1) year (the “Term”) from the date it is accepted by Driver and may not be terminated early without penalty except in the following limited circumstances:

Upon the mutual written consent of the Parties hereto (with electronic communication satisfying this requirement) with the mutually agreed-upon termination date stated in the written notice.
By bqn, upon thirty (30) days’ written notice to Driver, if Driver has not performed a delivery for a period of at least four (4) months (with electronic communication satisfying this requirement), with the date of transmission commencing the thirty (30) day period.
By bqn, in the event of an anticipated change in control or cessation of its operations in Driver’s market, upon thirty (30) days’ written notice to Driver (with electronic communication satisfying this requirement), with the date of transmission commencing the thirty (30) day period.
If one Party has materially breached the Agreement, immediately upon written notice to the breaching Party (with electronic communication satisfying this requirement), with such notice specifying the breach relied upon. In the case of a material breach by Driver, and upon written notice, bqn may deactivate Driver’s bqn account.

The following acts and/or occurrences shall constitute a material breach of this Agreement:

Failure by Driver to maintain current insurance coverage in the amounts and types specified herein or as required by law.
Failure by Driver to maintain all licenses (including business licenses), permits, authorities, registrations and/or other prerequisites to operate that are required by law and/or this Agreement.
Documented complaint by a Customer, employee of bqn, employee of a Merchant. and/or third-party that Driver has engaged in conduct that a reasonable person would find physically threatening, highly offensive or harassing.
Failure by Driver to complete a Delivery without waiver of the obligation as communicated by bqn.
Documented abuse or manipulation of promotions or referral programs offered by bqn.
Using, or attempting to use, more than one bqn account at a time; or using, or attempting to use, more than one bqn account to obtain multiple opportunities
Failure by Driver to provide delivery in a manner consistent with bqn’s effective operation of the bqn Platform.
Failure by Driver to reasonably cooperate with bqn in the investigation of or response to any claim (insurance, civil, or otherwise) arising out of or related to Driver and/or Subcontractor’s alleged or actual acts or omissions while using bqn.
Any act by a Party that causes the other Party to violate its obligations under any applicable state, federal or local law.
Failure by bqn to remit to Driver all fees for a completed Delivery within twenty-one (21) days of the completed Delivery.

Other than for illegal or destructive acts, in the event Driver disputes that Driver materially breached this Agreement, Driver may challenge bqn’s decision using the dispute resolution process above. In all such instances, the Parties will be responsible for their own attorneys’ fees and costs, subject to any remedy to which they may be entitled under applicable law and which would otherwise be available in a court of law. Parties shall split the arbitrator’s fees and costs evenly. The Arbitrator shall be entitled to award the foregoing arbitration and administrative fees and expenses as damages in his/her discretion. Notwithstanding the foregoing, as set forth below, Driver is not precluded from asserting that applicable law requires bqn to bear the arbitrator’s and arbitration fees and costs, even for illegal or destructive acts. In the event there is a dispute in this regard, the arbitrator must determine the appropriate apportionment of fees at the earliest practicable time following commencement of the arbitration.

This Agreement shall become effective on the date first set forth above (the “Effective Date”) and shall continue in effect from month to month thereafter as the parties may mutually agree.

The Parties’ obligations and rights arising under his Agreement shall survive termination of this Agreement and deactivation of Driver’s bqn account.

Entire Agreement, Transferability, And Waiver
Unless otherwise stated in this Agreement, 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 bqn may assign its rights and obligations under this Agreement to an affiliate of bqn 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 bqn shall be deemed to include such successor(s).

The failure of a Party 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.

Miscellaneous
Severability. Except as otherwise provided in this Agreement, if any part of this Agreement is declared unlawful or unenforceable, the remainder of this Agreement shall remain in full force and effect.
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.

Savings Clause. If any part of this Agreement is declared unlawful or unenforceable, the remainder of this Agreement shall remain in full force and effect.

Force Majeure. The performance of the obligations of this Agreement on the part of either Party 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 either Party

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

Stripe Connected Account Terms of Service. Driver represents and warrants that Driver has reviewed, understands, and agrees to the Stripe Connected Account Agreement, which is expressly incorporated herein by reference.

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

bqn uses Bing Mapping API for routing, time and price estimates. By entering into this agreement, Driver expressly agrees that Driver is also compliant with the Microsoft Bing Maps and MapPoint Web Service End User Terms of Use and Embedded Maps Service Terms of Use