Driver Code of Conduct
Date of Last Revision: March 11, 2025
IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION IN SECTION 13, AS IT REQUIRES THE PARTIES TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING ARBITRATION (UNLESS CONTRACTOR VALIDLY OPTS OUT OF ARBITRATION, AS PROVIDED BELOW). BY AGREEING TO ARBITRATION, THE PARTIES WAIVE THEIR RIGHT TO SEEK RELIEF IN COURT AND HAVE A JURY TRIAL ON THEIR CLAIMS, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. BY ACCEPTING THIS AGREEMENT, CONTRACTOR ACKNOWLEDGES THAT THEY 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.
This Independent Contractor Agreement ("Agreement") describes the rules, restrictions, and obligations that govern your provision of services through the Food Loop Marketplace Platform ("Contracted Services"), as further described in section 3 below. This Agreement is between you, an independent contractor engaged in the business of performing the Contracted Services ("Contractor"), and FL Marketplace LLC ("Food Loop"), a limited liability company organized in the United States. Contractor may enter this Agreement either as an individual sole proprietor or a corporate entity. This Agreement will become effective on the date it is accepted regardless of whether Contractor is eligible to, or ever does, perform any Contracted Services.
BY ACCESSING THE FOOD LOOP DRIVER SMARTPHONE APPLICATION ("DRIVER APP"), CONTRACTOR AGREES TO BE BOUND BY (1) THIS AGREEMENT, (2) THE FOOD LOOP DRIVER PRIVACY POLICY, (3) THE FOOD LOOP MARKETPLACE TERMS OF SERVICE, (4) THE FOOD LOOP SERVICE PROVIDER PLATFORM ACCESS POLICY, AND (5) THE E-SIGN CONSENT AGREEMENT (SECTION 21).
TABLE OF CONTENTS
1. PURPOSE OF THE AGREEMENT
2. CONTRACTOR'S OPERATIONS
3. CONTRACTED SERVICES
4. CONTENT
5. PRIVACY OF PERSONAL INFORMATION
6. RELATIONSHIP OF PARTIES
7. PAYMENT FOR SERVICES
8. PAYMENT DISPUTES
9. EQUIPMENT AND EXPENSES
10. INSURANCE
11. COMMUNICATIONS
12. INDEMNITY
13. MUTUAL ARBITRATION PROVISION
14. LITIGATION CLASS ACTION WAIVER
15. PROPRIETARY RIGHTS AND LICENSES
16. LEGAL PROCESSES AFFECTING DRIVER APP ACCOUNTS
17. TERMINATION OF AGREEMENT
18. MODIFICATION
19. ENTIRE AGREEMENT, TRANSFERABILITY, AND WAIVER
20. THIRD-PARTY SERVICES
21. E-SIGN CONSENT AGREEMENT
22. MISCELLANEOUS
RECITALS
Food Loop Marketplace is a technology company that provides an online marketplace and services platform using web-based technology (including the Driver App) that facilitates the exchange of goods and services among contractors, businesses, and consumers (together, the "Food Loop Platform"). The Food Loop Platform enables individuals and businesses ("Consumers") to place orders for goods and services from restaurants and other businesses ("Merchants") and Contractors. When such orders are placed for delivery, the Food Loop Platform notifies Contractors that a Contracted Service Opportunity (defined in section 3.1 below) is available and facilitates completion of the Contracted Services. Food Loop is not a restaurant, delivery service, or food preparation business.
Contractor is an independent provider of Contracted Services, authorized to conduct those services in the geographic location(s) in which they operate. Contractor possesses and controls all equipment and personnel necessary to perform the Contracted Services in accordance with applicable laws. Contractor desires to enter into this Agreement for the opportunity to receive Contracted Service Opportunities through the Food Loop Platform. Contractor understands and agrees they are not an employee of Food Loop or any Merchant or an agent acting on behalf of Food Loop or any Merchant or individual using the Food Loop Platform and that they are performing Contracted Services on behalf of themselves and their business, not on behalf of Food Loop. Contractor understands that: (i) they are free to select the times they wish to be available on the Food Loop Platform to receive Contracted Service Opportunities; (ii) they are free to negotiate their earnings by, among other things, accepting or rejecting the Contracted Service Opportunities presented through the Food Loop Platform, and can make such decisions to maximize their opportunity to profit; and (iii) they have the sole right to control the means and manner in which Contracted Services are performed.
In consideration of the above, as well as the mutual promises described herein, Food Loop and Contractor (collectively, "the parties") agree as follows:
1. PURPOSE OF THE AGREEMENT
1.1. This Agreement governs the relationship between Food Loop and Contractor and establishes the parties' respective rights and obligations. In exchange for the promises contained in this Agreement, Contractor will have the opportunity to receive Contracted Service Opportunities through the Food Loop Platform and Contractor agrees to perform the Contracted Services for any Contracted Service Opportunities they choose to accept. However, nothing in this Agreement requires Contractor to perform any particular volume of Contracted Services, and nothing in this Agreement guarantees Contractor will receive any volume of Contracted Service Opportunities or other business through the Food Loop Platform.
1.2. Contractor is not obligated to accept or perform any particular Contracted Service Opportunity offered through the Food Loop Platform. However, once a Contracted Service Opportunity is accepted, Contractor must complete the Contracted Services according to all Consumer and Merchant specifications and the terms of this Agreement.
2. CONTRACTOR'S OPERATIONS
2.1. Contractor represents that they operate an independently established business enterprise that provides services, and that they satisfy all legal requirements and have all necessary licenses and permits necessary to perform the Contracted Services. As an independent enterprise, Contractor is solely responsible for determining how to operate their business and perform the Contracted Services.
2.2. Contractor agrees that all information they provide to Food Loop or through the Food Loop Platform will be accurate and they will promptly inform Food Loop if any information requires updating.
2.3. Contractor agrees to fully perform the Contracted Services in a timely, efficient, safe, and lawful manner. Food Loop has no right to, and shall not, control, direct, or manage the manner, method, or means Contractor uses to perform the Contracted Services. Instead, Contractor shall be solely responsible for determining the most effective, efficient, and safe manner to perform the Contracted Services, including, as applicable, determining the manner of pickup, shopping, delivery, and route selection.
2.4. Contractor retains the right to perform services (whether services similar to the Contracted Services or other services) with or for other businesses and/or other consumers, and Contractor represents that they advertise and hold themselves out to the general public as a separately established business. The parties recognize that they are or may be engaged in similar arrangements with other businesses to supply services similar to the Contracted Services and nothing in this Agreement prevents Contractor or Food Loop from doing business with others. Food Loop does not have the right to restrict Contractor from performing services for anyone else at any time, even if they directly compete with Food Loop, and even when Contractor is logged into the Food Loop Platform so long as performing such services does not otherwise violate this Agreement. Contractor's right to compete with Food Loop, or perform services for businesses that compete with Food Loop, survives termination of this Agreement.
2.5. Contractor is not required to purchase, lease, or rent any products, equipment, or services from Food Loop as a condition of receiving Contracted Service Opportunities through the Food Loop Platform or entering into this Agreement.
2.6. Contractor agrees to immediately notify Food Loop in writing at support@flmarketplace.org if Contractor's right to control, direct or manage the manner or means they use to perform Contracted Services differs from the terms in this Agreement.
2.7. When signing up to be a user of the Food Loop Platform, Contractor's information will be used to create an account. Contractor may not create multiple Driver App accounts.
2.8. By entering this Agreement, Contractor also agrees to be bound by the Food Loop Marketplace Terms of Service and that any breach of the Food Loop Marketplace Terms of Service will be considered a breach of this Agreement. However, to the extent that this Agreement and the Food Loop Marketplace Terms of Service conflict, the terms of this Agreement will take precedence.
2.9. In order to perform any Contracted Services, Contractor must, for the safety of the Food Loop Platform, pass a background check and identity verification administered by third-party vendors, subject to Contractor's lawful consent.
2.10. Contractor acknowledges that when engaging with the Food Loop Platform on a mobile device, data usage rates may apply.
2.11. To prevent unauthorized access to Contractor's account and to prevent unauthorized use of Personal Information (as defined in section 5.1) and the Food Loop Platform, Contractor agrees to protect and keep confidential all Personal Information and their email, phone number, password, and other means of accessing their account via the Food Loop Platform by implementing appropriate technical and organizational measures. Contractor acknowledges that unauthorized use of Contractor's account, email, phone number, password, or other means of accessing their account could lead to financial loss and access to Contractor's sensitive personal and account information. If Contractor discloses (or otherwise allows to be made known) their account information, user ID, password, or other means of accessing their account to any person, Contractor assumes all risks and losses associated with such disclosure, including loss of access to the Contractor's account. If Contractor believes someone may attempt to use, or has accessed, Contractor's account without Contractor's permission, or that any other unauthorized use or security breach has occurred, Contractor agrees to immediately notify Food Loop at support@flmarketplace.org.
2.12. Contractor shall at all times ensure that they use the most up-to-date version of the Driver App available, have a mobile device capable of reliably running the most up-to-date version of the Driver App, and not intentionally block or attempt to bypass any automatic Driver App updates.
3. CONTRACTED SERVICES
3.1. From time to time, the Food Loop Platform may notify Contractor of the opportunity to perform Contracted Services in accordance with orders placed by Consumers or Merchants through the Food Loop Platform (each a "Contracted Service Opportunity"). Contractor agrees that by logging into the Driver App and starting a delivery session, Contractor is making themselves available to receive Contracted Service Opportunities, which Contractor may accept or reject.
3.2. For each Contracted Service Opportunity accepted by Contractor that involves picking up one or more items ("Items") from one or more Merchants and delivering the Items to one or more Consumers (a "Delivery Service Opportunity"), Contractor agrees to (i) proceed to the applicable Merchant(s), (ii) retrieve the Item(s) in a safe and timely fashion, (iii) ensure the Delivery Service Opportunity is accurately performed according to the instructions, specifications, or guidelines of the Consumer, Merchant, or any other party requesting the service and (iv) complete delivery of the Item(s) to the Consumer(s) in a safe and timely fashion without taking any action that would change the quality or presentation of the Item(s) and while adhering to applicable law and reasonable expectations of food safety, quality, and health standards as required by the Merchant(s) and/or applicable law. A Delivery Service Opportunity is considered complete when all Items have been delivered to the Consumer(s), or, when applicable, placed in a designated area as instructed by the Consumer(s), in addition to any other task required for completion of the Delivery Service Opportunity as specified by the Consumer(s) and/or Merchant(s). Contractor agrees to timely mark each Delivery Service Opportunity as completed in the Driver App upon completion. If the Consumer is not available, Contractor agrees that the Delivery Service Opportunity will be considered complete only if Contractor both (i) makes reasonable efforts to contact the Consumer and wait a reasonable time for the Consumer to accept the Item(s) by following the applicable flow in the Driver App and (ii) either leaves the Item(s) at the Consumer location or returns the Item(s) if a return is required for a given Delivery Service Opportunity (as indicated at the time the Delivery Service Opportunity is offered). Under no circumstances may Contractor retain the Item(s).
3.3. To the extent a Delivery Service Opportunity requires Contractor to select Items from a Merchant's store prior to delivery ("Shop and Deliver"), Contractor acknowledges that additional Items may be added after Contractor has accepted the Delivery Service Opportunity through the Platform. Contractor may opt out of receiving Shop and Deliver Contracted Service Opportunities by contacting Food Loop Support at support@flmarketplace.org.
3.4. Contractor agrees that the parameters of each Contracted Service Opportunity are established by the Consumer and/or Merchant, not Food Loop, and represent the end result desired, not the means by which Contractor is to accomplish the result. Contractor has the right to cancel a Contracted Service when, in the exercise of Contractor's reasonable discretion and business judgment, it is appropriate to do so. Notwithstanding the foregoing, Contractor agrees to maintain both a customer rating and a completion rate as described in the Service Provider Platform Access Policy. Failure to satisfy this obligation constitutes a material breach of this Agreement, and in such case Food Loop shall have the right to terminate this Agreement and/or deactivate Contractor's account. Contractor shall not attempt to induce or persuade a Consumer or Merchant to cancel any Contracted Service.
3.5. Contractor acknowledges that Food Loop has discretion as to which, if any, Contracted Service Opportunities to present to Contractor, just as Contractor has the discretion whether to accept any Contracted Service Opportunity.
3.6. Contractor warrants that Contractor is engaged in Contractor's own business, separate and apart from Food Loop's business, which is to provide the Food Loop Platform.
3.7. Contractor authorizes Food Loop, during the course of any Contracted Services, to communicate with Contractor, the Consumers, and the Merchants, and/or or facilitate direct communication between Contractor and the Consumers and/or Merchants, to the extent permitted by Contractor, for the purposes of assisting Contractor in their performance of the Contracted Services. Under no circumstances, however, shall Food Loop be authorized to control, direct or manage the manner or means by which Contractor performs Contracted Services. This includes, but is not limited to, the following:
a. Food Loop does not require any specific type, or quality, of Contractor's choice of transportation.
b. Contractor does not have a supervisor or any individual at Food Loop to whom they report.
c. Contractor is not required to use any signage or other designation of Food Loop on their vehicle or person at any point in their performance of the Contracted Services.
d. Food Loop has no control over Contractor's personal appearance. Contractor shall not be required to wear a uniform or other clothing of any type bearing Food Loop's name or logo.
e. Contractor does not receive performance evaluations by Food Loop.
3.8. Contractor may use whatever payment method they choose to purchase Items to be delivered to Consumers, including but not limited to Contractor's personal credit or debit card, cash, or a physical or electronic card prepaid by Food Loop. Contractor may use, for Contractor's convenience, the prepaid card solely for purchasing Items to be delivered to Consumers. If Contractor uses their personal credit or debit card or cash, Contractor shall notify Food Loop by submitting a support inquiry through support@flmarketplace.org and Food Loop will reimburse Contractor. Notwithstanding the above or any other provision in this Agreement, Contractor shall not use any payment method linked to SNAP or EBT funds to purchase Items to be delivered to Consumers.
3.9. In the event Contractor fails to fully perform any Contracted Service consistent with the parameters established by the Consumer and/or Merchant, or this Agreement (a "Service Failure"), Contractor shall forfeit all or part of the agreed upon fee for that service. If Contractor disputes responsibility for a Service Failure, the dispute shall be resolved pursuant to the "Payment Disputes" provision below.
3.10. Financial Responsibility for Orders. Contractor expressly acknowledges and agrees that once Contractor takes possession of any Items from a Merchant for delivery to a Consumer, Contractor assumes full financial responsibility for those Items until they are successfully delivered to the Consumer or properly returned to the Merchant in accordance with this Agreement. If Items are lost, damaged, stolen, tampered with, or otherwise compromised while in Contractor's possession due to Contractor's negligence, intentional act, or failure to exercise reasonable care, Contractor shall be liable for the full retail value of such Items. Food Loop may, at its sole discretion, deduct the retail value of such Items from Contractor's earnings or charge Contractor's payment method on file to recover such costs. This financial responsibility includes, but is not limited to, cases where: (i) Contractor delivers Items to the wrong location; (ii) Contractor fails to properly maintain appropriate food temperatures or handling standards; (iii) Contractor fails to secure Items during transport; (iv) Contractor abandons or discards Items instead of completing delivery or returning them to the Merchant; or (v) Contractor consumes, uses, or takes Items for personal use. Contractor's financial responsibility shall not apply in circumstances beyond Contractor's reasonable control, such as natural disasters, road closures, or other force majeure events, provided that Contractor takes all reasonable steps to protect the Items and completes the delivery or returns the Items to the Merchant when possible.
3.11. Contractor shall comply with all applicable Food Loop policies and guidelines as may be published or communicated to Contractor from time to time, including any Delivering Alcohol Guidelines and any Delivering Tobacco Guidelines that may be published.
3.12. Contractor agrees to immediately notify Food Loop in writing by submitting a Support inquiry through support@flmarketplace.org if Contractor's services or scope of work differ in any way from what is contemplated in this section 3.
4. CONTENT
Parts of the Food Loop Platform enable Contractor to provide feedback, text, photos, audio, video, information, and other content to Food Loop (collectively, "Content"). By providing Content, in whatever form and through whatever means, Contractor agrees to the Food Loop Content and Likeness Consent Release and grants Food Loop a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to copy, modify, prepare derivative works of, distribute, publish and otherwise exploit, that Content, without limitation. To the extent permitted by law, Contractor waives its moral rights (as defined under applicable law) with respect to any Content Contractor creates or contributes and Contractor unconditionally and irrevocably consents to Food Loop (and all persons authorized by Food Loop) (i) exercising any of the rights of an owner of copyright in the Content without attribution to Contractor as the author or by attributing ownership to another person and (ii) to using, reproducing, dealing with, modifying, doing, or omitting to do, anything which would infringe or breach Contractor's moral rights in the Content. Contractor irrevocably waives and agrees not to enforce any moral rights they may have in the Content. If Content includes personal information, Food Loop's Driver Privacy Policy describes how Food Loop uses that personal information. Where Food Loop pays for the creation of Content or facilitates its creation, Food Loop may own that Content, in which case supplemental terms or disclosures will say that. Contractor is solely responsible for all Content that Contractor provides and warrants that Contractor either owns it or is authorized to grant Food Loop the rights described in this Agreement. Contractor is responsible and liable if any of Contractor's Content violates or infringes the intellectual property or privacy rights of any third party. Content that is, among other things, discriminatory, obscene, harassing, deceptive, violent, or illegal is prohibited, and Content must comply with all applicable Food Loop policies. Contractor agrees that Food Loop may make available services or automated tools to translate Content and that Contractor's Content may be translated using such services or tools.
5. PRIVACY OF PERSONAL INFORMATION
5.1. Contractor may only process personal information (as that term is defined under applicable privacy laws) obtained in connection with the Contracted Services ("Personal Information") in compliance with the terms of this Agreement and only for the limited and specified business purpose of providing the Contracted Services. Contractor shall comply with applicable privacy laws and provide the level of privacy protection for Personal Information as is required by those laws. Contractor shall not sell or share Personal Information. Contractor shall not (a) retain, use or disclose Personal Information (i) for any purpose other than the business purpose of providing the Contracted Services or (ii) outside of the direct business relationship between Food Loop and Contractor; or (b) combine Personal Information received in connection with the Contracted Services with personal information received from or on behalf of another person(s), or collected from Contractor's own interactions with individuals, unless permitted by applicable privacy laws. Contractor certifies that they understand and will comply with these requirements and restrictions.
5.2. Contractor shall process Personal Information only for the duration of this Agreement, or until otherwise instructed by Food Loop. To the extent Contractor maintains any Personal Information, Contractor shall promptly delete a particular individual's Personal Information from Contractor's records upon request by Food Loop. Food Loop may take any reasonable and appropriate steps to ensure that Contractor uses Personal Information in a manner consistent with Food Loop's obligations under applicable privacy laws. Contractor shall promptly notify Food Loop if at any time Contractor determines that they can no longer meet their obligations pertaining to Personal Information or applicable privacy laws. Upon notice to Contractor, Food Loop may take any reasonable and appropriate steps to stop and remediate the unauthorized use of Personal Information. Upon Food Loop's reasonable request, Contractor shall make available to Food Loop all information in Contractor's possession necessary to demonstrate Contractor's compliance with its obligations under this Agreement and applicable privacy laws. Food Loop shall have the right to monitor Contractor's compliance with this Agreement through any measures deemed appropriate by Food Loop. Contractor shall allow for and contribute to audits, including inspections, conducted by Food Loop or another auditor designated by Food Loop.
6. RELATIONSHIP OF PARTIES
6.1. The parties agree that this Agreement is between two co-equal, independent business enterprises that are separately owned and operated. The parties intend this Agreement to create solely the relationship of independent contracting parties. This is not an employment agreement, and the parties are not employees, agents, joint venturers, or partners of each other for any purpose. Neither party shall have the right to bind the other by contract or otherwise except as specifically provided in this Agreement (including section 21).
6.2. Food Loop shall not have the right to, and shall not, control, direct, or manage Contractor's manner or method of accomplishing Contracted Services. The parties agree that those provisions of the Agreement reserving ultimate authority in Food Loop have been inserted solely for the safety of Consumers, Merchants, and other contractors using the Food Loop Platform or to comply with applicable laws, regulations, and interpretations thereof.
6.3. Food Loop shall report all payments made to Contractor on a calendar year basis using an appropriate IRS Form 1099, if the volume of payments to Contractor qualifies for such reporting. Contractor agrees to report all such payments and any cash gratuities to the appropriate federal, state, and local tax authorities, as required by law. Where required by law, Contractor agrees to remit all required payments to the appropriate federal, state, and local tax authorities.
7. PAYMENT FOR SERVICES
7.1. Unless a different rate of pay is negotiated or Contractor is notified otherwise by Food Loop in writing or except as provided herein, Contractor will receive payment for all Contracted Services fully performed in an amount consistent with Food Loop's publicly provided pay model, which can be viewed in the Contractor Account section on the Food Loop Platform. Food Loop reserves the right to adjust or withhold all or a portion of payment owed to Contractor if Food Loop reasonably believes that Contractor has defrauded or abused, or attempted to defraud or abuse, the Food Loop Platform. From time to time, Contractor may be offered opportunities to earn more money for performing Contracted Services at specified times or in specified locations. Nothing prevents the parties from negotiating a different rate of pay, and Contractor is free to accept or reject any such opportunities to be paid at different rates.
7.2. Food Loop's online payment software may permit Consumers to add a gratuity to be paid to Contractor, and Consumers can also pay a gratuity to Contractor in cash. Contractor shall retain 100% of any gratuity paid by the Consumer to Food Loop, whether by cash, credit card, or other means. Food Loop acknowledges it has no right to interfere with the amount of gratuity given by the Consumer to Contractor.
7.3. For purchases that involve Consumer or Merchant payment via the Food Loop Platform, Food Loop will process payments made by such Consumers or Merchants and transmit applicable payment for the Contracted Services to Contractor. Contractor can view their available payment options, and their applicable terms and eligibility restrictions, in the Contractor Account section on the Food Loop Platform. Contractor is responsible for verifying the accuracy of their bank account and/or debit card information to receive timely payments. Food Loop is not responsible for lost or late payments due to incorrect routing and/or account information.
7.4. By agreeing to any separate contract with a third party to process payments owed under this Agreement to Contractor, Contractor agrees that Food Loop shall discharge its payment obligations to Contractor by funding the amounts payable and directing the third-party processor to pay such funded amounts to Contractor. After Food Loop funds and directs payment, any failure or refusal by the third-party processor to issue payment to Contractor shall be the responsibility of Contractor to resolve.
7.5. From time to time, Food Loop may offer Contractor cash-based Contracted Service Opportunities. The order subtotal and Contractor earnings from such cash-based Contracted Service Opportunities will be deducted from Contractor's earnings balance in the Food Loop Platform, and Contractor will keep the cash provided by the Consumer or Merchant. Contractor is responsible for tracking, reporting, and paying appropriate taxes on all tips received from cash-based Contracted Service Opportunities.
7.6. Contractor shall not receive any wages, including vacation pay or holiday pay, from Food Loop, nor shall they participate in or receive any other benefits, if any, available to Food Loop's employees.
7.7. Unless mandated by law, Food Loop shall have no authority to withhold state or federal income taxes, social security taxes, unemployment insurance taxes/contributions, or any other local, state, or federal tax on behalf of Contractor.
8. PAYMENT DISPUTES
8.1. Contractor's Failure. In the event there is a Service Failure, Contractor shall not be entitled to payment as described above (as determined in Food Loop's reasonable discretion based upon evidence provided by all parties). Any withholding of payment shall be based upon evidence provided by the Consumer, Merchant, Contractor, and/or any other party with information relevant to the dispute. Food Loop shall make the initial determination as to whether a Service Failure was the result of Contractor's action or omission. Contractor shall have the right to challenge Food Loop's determination through any legal means contemplated by this Agreement; however, Contractor shall first notify Food Loop in writing at support@flmarketplace.org of the challenge and provide Food Loop the opportunity to resolve the dispute. Contractor should include any documents or other information in support of their challenge.
8.2. Food Loop's Failure. In the event Food Loop fails to remit payment in a timely or accurate manner, except as provided in section 7.5, Contractor shall have the right to seek proper payment by any legal means contemplated by this Agreement and, should Contractor prevail, shall be entitled to recover reasonable costs incurred in pursuing proper payment; provided, however, Contractor shall first inform Food Loop in writing at support@flmarketplace.org of the failure and provide Food Loop a reasonable opportunity to cure it.
9. EQUIPMENT AND EXPENSES
9.1. Contractor represents that they have or will lawfully acquire all equipment, including vehicles, smart phones, and insulated vessels, necessary to perform Contracted Services ("Equipment"), and Contractor is solely responsible for ensuring that any vehicle used to perform Contracted Services conforms to all vehicle laws pertaining to registration, safety, equipment, inspection, and operational capability.
9.2. Contractor agrees that they are responsible for all costs and expenses arising from their performance of Contracted Services, including, but not limited to, costs related to Equipment. Typical expenses may include, but are not limited to, vehicle maintenance, gas, traffic fines or penalties, parking fees, and mobile device costs and fees (including applicable text messaging or data rates determined by Contractor's carrier). Except as otherwise required by law, Contractor assumes all risk of damage or loss to their Equipment.
10. INSURANCE
10.1. Contractor shall at all times during the term of this Agreement maintain current insurance in amounts and of types required by law to provide the Contracted Services and cover Contractor during performance of the Contracted Services, at their own expense. Contractor acknowledges that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of this Agreement and grounds for termination of the Agreement and the loss of Contractor's right to receive Contracted Service Opportunities.
10.2. Notification of Coverage. Contractor agrees to deliver to Food Loop, upon request, current certificates of insurance as proof of coverage. Contractor agrees to provide updated certificates each time Contractor purchases, renews, or alters Contractor's insurance coverage. Contractor agrees to give Food Loop at least thirty (30) days prior written notice before cancellation of any insurance policy required by this Agreement.
10.3. Workers' Compensation/Occupational Accident Insurance. Contractor agrees that Contractor will maintain sufficient insurance to cover any risks or claims arising out of or related to Contractor's relationship with Food Loop, including workers' compensation insurance where required by law. Contractor acknowledges and understands that, unless otherwise required by law, Contractor will not be eligible for workers' compensation benefits through Food Loop and is instead responsible for maintaining their own workers' compensation insurance or occupational accident insurance.
11. COMMUNICATIONS
11.1. By entering into this Agreement, Contractor agrees: (a) to accept and receive communications from or on behalf of Food Loop and its corporate affiliates, Merchants, partners, or other third parties providing services to Contractor or to or on behalf of Food Loop, including communications via email, SMS/text message, direct message, chat, calls, and push notifications to the contact information that Contractor provides in connection with Contractor's relationship or interaction with Food Loop and/or its corporate affiliates, and (b) that SMS/text messages and calls (including pre-recorded/automated message calls) may be delivered to Contractor's phone or device including via an automatic telephone dialing system. The communications may include, without limitation, commercial or marketing messages; transactional or relationship messages (e.g., messages about Contracted Services, security, responses to communications initiated by Contractor, earnings for Contracted Services, updates to policies/legal agreements (e.g., privacy policies, terms of service)); newsletters; research; and customer support. The communications may be sent regardless of whether Contractor has performed any Contracted Services (e.g., if Contractor has started but not completed signing up to be a Contractor). Contractor acknowledges that receiving commercial or marketing messages (e.g., emails, SMS/text messages, push-notifications) or calls is not a requirement or condition for Contractor to perform or engage in the Contracted Services. Message and data rates may apply and message frequency may vary. If there are changes to Contractor's contact information (e.g., email address, phone number), Contractor agrees to update Contractor's account to help prevent or limit Food Loop inadvertently communicating with someone else.
11.2. The opt-out options for communications are set out below. If Contractor opts-out of receiving communications via one channel (e.g., email, SMS/Text message) that opt-out will only apply to the specific channel for which the opt-out is submitted (e.g., if Contractor opts-out of receiving email communications, it will not apply to SMS/text messages that Food Loop may send). Please see the following for more information:
a. For email communications that permit an opt-out (e.g., commercial/marketing messages), there is an opt-out mechanism in the messages. For certain transactional or relationship email messages (e.g., messages about Contracted Services, security, responses to communications initiated by Contractor, earnings for Contracted Services, updates to policies/legal agreements (e.g., privacy policies, terms of service)) the only opt-out option is to delete Contractor's account.
b. For SMS/text messages, Contractor can opt-out of receiving all non-transactional SMS/text messages (e.g., commercial/marketing messages) from Food Loop by replying "STOP" to a message. To opt-out of transactional SMS/text messages, the only option is to delete Contractor's account. If Contractor opts-out, Food Loop may send a one-time SMS/text message confirming the opt-out.
c. For phone calls, Contractor can submit a request to be added to Food Loop's internal do not call list by making the request during the call or contacting Food Loop Support at support@flmarketplace.org.
d. For promotional push notifications, Contractor can toggle or slide off these notifications in the Driver App.
11.3. For support or help, Contractor can contact Food Loop Support at support@flmarketplace.org. For more information about Food Loop's practices, contact information, and opt-out options, Contractor may review the Food Loop Privacy Policy.
12. INDEMNITY
12.1. Food Loop agrees to indemnify, protect and hold harmless Contractor from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly from the failure of the Driver App to perform as represented in writing or intellectual property infringement claims.
12.2. Contractor agrees to indemnify, protect, and hold harmless Food Loop, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of Contractor and/or their agents arising from the performance of Contracted Services under this Agreement, including personal injury or death to any person, as well as any liability arising from Contractor's failure to comply with the terms of this Agreement. Contractor's obligations hereunder shall include the cost of defense, including attorneys' fees, as well as the payment of any final judgment rendered against or settlement agreed upon by Food Loop or its parent, subsidiary, and/or affiliated companies.
12.3. Contractor agrees to indemnify, protect, and hold harmless Food Loop, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all tax liabilities and responsibilities for payment of all federal, state, and 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 local laws, with respect to Contractor.
12.4. Contractor shall be responsible for, indemnify, and hold harmless Food Loop, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from all costs of Contractor's business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local, state, or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards, or municipalities.
13. MUTUAL ARBITRATION PROVISION
PLEASE READ THIS PROVISION CAREFULLY AS IT AFFECTS YOUR LEGAL RIGHTS.
13.1. Except as it otherwise provides, this Mutual Arbitration Provision ("Section 13") is a mutual agreement between Contractor and Food Loop to resolve all disputes and claims between the parties ("Disputes") exclusively through binding arbitration on an individual basis. This means that the parties waive their right to a jury trial and to have any Dispute heard as a class, collective, representative, or private attorney general action.
13.2. Exceptions. Notwithstanding the above or the National Rules of the American Arbitration Association ("AAA"), a) Contractor and Food Loop retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights; b) Food Loop or its affiliates may seek injunctive or other equitable relief in court to enforce the terms of this Agreement; and c) any claim that is properly brought in small claims court on an individual basis. This Mutual Arbitration Provision does not require arbitration of the following types of claims: (1) individual claims brought in small claims court (but not any claim that is transferred, removed, or appealed to a different court); (2) individual claims seeking preliminary injunctive relief based on alleged violations of the California Unfair Competition Law, Cal. Bus. & Prof. Code § 17200 et seq.; or (3) individual claims of sexual assault or sexual harassment.
13.3. Rules. The Federal Arbitration Act governs this Mutual Arbitration Provision. Arbitrations shall be conducted by a single arbitrator (the "Arbitrator") under the AAA Rules in effect at the time a Dispute is initiated, except where those rules conflict with this Mutual Arbitration Provision. For a copy of the AAA Rules, call (800) 778-7879 or visit adr.org. Contractor and Food Loop agree that use of the Food Loop Platform affects interstate commerce, that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The Arbitrator may not consolidate more than one person's or entity's Disputes and may not otherwise preside over any representative or class proceeding. If any portion of this provision is found to be unenforceable, the remainder shall be enforceable.
13.4. Commencing Arbitration. All Disputes must be commenced by filing a demand for arbitration with the AAA within the statute of limitations period for the applicable claim.
13.5. Process. Arbitration shall occur in the county and state where Contractor performs or most recently performed the majority of the Contracted Services, unless the parties agree to a different location. The parties agree to make best efforts, in good faith, to schedule their arbitration hearing within 180 days of submission of their Dispute to the Arbitrator. The Arbitrator's decision will include the essential findings and conclusions upon which the Arbitrator based the award. The Arbitrator shall decide all issues submitted for arbitration, and the Arbitrator's award shall be final and binding on the parties. Judgment on the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof.
13.6. Fees. Payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules. Contractor shall pay their portion of any filing, administrative and arbitrator fees up to the cost of filing a complaint in a court of competent jurisdiction in the county in which Contractor most recently provided services under this Agreement. Food Loop shall pay its fees as well as all remaining fees in excess of what would be required of Contractor to file a complaint in a court of competent jurisdiction in the county in which Contractor most recently provided services. However, with respect to any Dispute properly asserted by Contractor in a written notice of a dispute, Food Loop shall pay all AAA filing, administrative, and arbitrator fees for any arbitration initiated by Contractor. If, however, the Arbitrator finds that either the substance of Contractor's claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)), then the payment of all fees shall be governed by the AAA Rules and Contractor agrees to reimburse Food Loop for all fees paid by Food Loop that are Contractor's obligation under the AAA Rules.
13.7. Right to Consult with Attorney. Contractor has the right to consult with private counsel of Contractor's choice with respect to any aspect of, or any claim that may be subject to, this Mutual Arbitration Provision.
13.8. Sexual Harassment and Sexual Assault Claims. In any case in which Contractor alleges sexual harassment, Contractor shall not be required to arbitrate such a case if arbitration is prohibited by governing law at the time a demand for arbitration is made, or at the time Contractor commences an action in court that alleges sexual harassment.
13.9. Opt-Out. Unless and until Contractor shows evidence of having opted out as described in this section 13.9, this Mutual Arbitration Provision is effective as of the date Contractor: (a) accepts this Agreement (b) accesses the Food Loop Platform, or (c) continues to access the Food Loop Platform after accepting the Agreement, whichever is earliest. This Mutual Arbitration Provision will remain in effect unless Contractor opts out using one of the following methods within 30 days of when the Agreement becomes effective:
a. Electronic: Contractor may opt out electronically by visiting [OPT OUT URL]; or
b. Email: Contractor may opt out by emailing arbitrationoptout@flmarketplace.org.
13.10. FMLA and Other Protected Leave. This Mutual Arbitration Provision does not apply to claims arising under the Family and Medical Leave Act (FMLA) and/or any other protected leave statute that prohibits arbitration of such claims.
13.11. PAGA Representative Actions. Notwithstanding any other provision of this Agreement or the AAA Rules, Contractor and Food Loop agree that for any claims brought under the Private Attorneys General Act of 2004 (PAGA), Cal. Lab. Code § 2698 et seq., or any claim that is found by a court of competent jurisdiction to be non-arbitrable, Contractor and Food Loop agree to bring those claims in court, and not in arbitration, and to stay any arbitration proceeding pending the outcome of any such claims brought in court.
13.12. Interpretation. Except as provided in section 13.1, if any provision of this Mutual Arbitration Provision is found to be invalid or unenforceable, then that specific provision shall be of no force and effect and shall be severed, but the remainder of this Mutual Arbitration Provision shall continue in full force and effect. Any or all of this Mutual Arbitration Provision may be severed should a court or arbitrator hold that it is unenforceable or invalid.
13.13. This Mutual Arbitration Provision shall survive termination of the Agreement.
14. LITIGATION CLASS ACTION WAIVER
To the extent permitted by law and unless you validly opt-out of arbitration by following the procedure described above, you and Food Loop expressly intend and agree that: (a) class action and representative action procedures are hereby waived and shall not be asserted, nor will they apply, in any arbitration pursuant to this Agreement; (b) each will not assert class action or representative action claims against the other in arbitration or otherwise; and (c) each shall submit only their own, individual claims in arbitration and will not seek to represent the interests of any other person. TO THE FULLEST EXTENT PERMITTED BY LAW, THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL BASIS (INCLUDING WITHOUT LIMITATION A REPRESENTATIVE ACTION UNDER CALIFORNIA'S PRIVATE ATTORNEYS GENERAL ACT ("PAGA"), CAL. LAB. CODE § 2698 ET SEQ), OR TO UTILIZE CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION PROCEDURES. THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT, HEARD, OR ARBITRATED AS A CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION, OR AS A MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING, INCLUDING WITHOUT LIMITATION PENDING BUT NOT CERTIFIED CLASS ACTIONS, EXCEPT AS MAY BE EXPRESSLY AND SPECIFICALLY PROVIDED BY THIS AGREEMENT.
15. PROPRIETARY RIGHTS AND LICENSES
15.1. License to Use the Food Loop Platform. Food Loop grants Contractor a limited, non-exclusive, non-transferable right to access the Food Loop Platform solely for the purpose of receiving Contracted Service Opportunities and performing Contracted Services. This license is specific to Contractor and may not be assigned or transferred to another party. Contractor shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise provide or make available to any other party the Food Loop Platform in any way; (ii) modify or make derivative works based upon the Food Loop Platform; (iii) improperly access, store, or use any Food Loop or third party payment instrument; (iv) reverse engineer, decompile, modify, or disassemble the Food Loop Platform; (v) send spam or otherwise duplicative or unsolicited messages; (vi) send or store or cause to be sent or stored infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material; (vii) send or store material containing software viruses, worms, Trojan horses, or other harmful or malicious computer code, files, scripts, agents, or programs; (viii) interfere with or disrupt the integrity or performance of the Food Loop Platform or the data contained therein; (ix) modify the content, appearance, or operating mode of the Driver App in a way that affects functionality, such as by using emulators, modified or jail-broken devices, or disabling security features; (x) attempt to gain unauthorized access to the Food Loop Platform or its related systems or networks; or (xi) access the Food Loop Platform from an anonymous proxy.
15.2. Contractor Data, Including Location Data. Contractor acknowledges that their use of the Food Loop Platform creates or requires the submission of information that may identify or track Contractor or their device ("Contractor Data"). Contractor agrees that Food Loop may collect and use Contractor Data to support, implement, provide, and monitor the Food Loop Platform, to provide support to Contractor and operational support for the Food Loop Platform, to perform or exercise rights under this Agreement, to enforce the terms of this Agreement, to comply with all applicable laws and regulations, and to improve and enhance the Food Loop Platform and Food Loop's other services. Contractor acknowledges that this information may be transferred to or stored and processed in the United States. Contractor agrees that Food Loop may, in its discretion, retain Contractor Data indefinitely, maintain it in other forms, or delete it if Food Loop has a legitimate reason for doing so. Where permitted by law, Food Loop may periodically collect precise geolocation data for safety and operational purposes from the Contractor's device when the Driver App is running on the device. Depending on Contractor's mobile device permissions, this may include background data collection. If Contractor wishes to opt out of Food Loop's collection of precise geolocation data from their mobile device, then Contractor may disable it through their device settings; however, if location data is required for a critical feature of the Driver App, Contractor may be unable to access such critical feature if Contractor disables collection of precise geolocation data from their mobile device.
15.3. Ownership; Feedback. The Food Loop Platform, including all intellectual property rights therein, and the Content are and shall remain the property of Food Loop or its licensors. Neither this Agreement nor Contractor's use of the Food Loop Platform conveys or grants to Contractor any rights: (i) in or related to the Food Loop Platform, except for the limited license granted above; or (ii) to use or reference in any manner Food Loop's company name, logos, product and service names, trademarks, service marks, or other indicia of ownership. Additionally, Contractor acknowledges Food Loop's exclusive rights in the Food Loop trademark and service mark, and that the Food Loop trademark and service mark are protected by law. If Contractor provides feedback on the Food Loop Platform to Food Loop, Contractor acknowledges and agrees that Food Loop shall have a royalty-free, fully paid, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to store, use, disclose, reproduce, prepare derivative works of, display, perform, import, and otherwise exploit any ideas, concepts, feedback, suggestions, or other information provided to Food Loop, for any purpose, without any reservation, restriction, compensation, attribution, or liability to Contractor.
16. LEGAL PROCESSES AFFECTING DRIVER APP ACCOUNTS
Food Loop may receive legal processes affecting Contractor's Driver App account from courts, law enforcement, government entities, or private litigants. These processes include search warrants, subpoenas, court orders, and other legal processes. Food Loop's policy is to respond to valid legal processes seeking information about Contractor's Driver App account. Food Loop may produce information as required by law or may object to legal processes, but Food Loop cannot guarantee the outcome of any objection.
When permitted by applicable law, Food Loop will generally attempt to notify Contractor of a legal process affecting their account, but Food Loop cannot do so in some cases, including if (i) Food Loop is prohibited by law from doing so, (ii) Food Loop has reason to believe that notice may result in harm to persons or property, fraud, or abuse, or (iii) the legal process relates to an emergency. If Contractor objects to the legal process, it is their responsibility to file a motion to quash it with the issuing court or other authority. Food Loop reserves the right to comply with the legal process before the deadline to object has passed, particularly in emergency situations.
17. TERMINATION OF AGREEMENT
17.1. Termination by Written Agreement. This Agreement shall continue in full force until termination pursuant to this section 17.
17.2. Contractor may terminate this Agreement at any time by giving written notice to Food Loop.
17.3. Food Loop may terminate this Agreement: (i) without cause at any time upon seven (7) days written notice to Contractor, or (ii) immediately without written notice to Contractor in the event of Contractor's breach of this Agreement, including violation of any applicable law, rule, or regulation.
17.4. Food Loop reserves the right to immediately deactivate or otherwise restrict Contractor from accessing the Food Loop Platform without notice if Food Loop reasonably suspects, in its discretion, that Contractor has engaged in activities in breach of this Agreement, misused the Driver App or the Food Loop Platform, or engaged in other activities that would result in liability to Food Loop or otherwise harm Food Loop or the Food Loop Platform.
17.5. In the event of a conflict between provisions in this section 17, the conflicts shall be resolved in the following order: 17.4, 17.3, 17.2, 17.1.
17.6. The terms of sections 1 (for thirty (30) days), 4-8 (for thirty (30) days), and 12-22 shall survive the termination of this Agreement.
18. MODIFICATION
18.1. Food Loop reserves the right to modify the terms and conditions of this Agreement at any time, with such modifications taking effect upon transmission to Contractor via the email address associated with their account or upon posting a revised version of this Agreement via the Food Loop Platform ("Modification Date"). By continuing to access or use the Food Loop Platform after the Modification Date, Contractor agrees to be bound by the modified Agreement.
18.2. Notwithstanding the foregoing, the Mutual Arbitration Provision in section 13 can only be modified, amended, or superseded as follows: (a) Food Loop may modify, amend, or supersede this Mutual Arbitration Provision as it applies to you by providing 30 days' notice for your Mutual Arbitration Provision Opt-Out. To opt-out of such modifications, amendments, or superseding terms of the Mutual Arbitration Provision, you may, within 30 days of when the modification becomes effective, choose to follow the opt-out process outlined in section 13.9 to opt out of only the modification, amendment, or superseding term of the Mutual Arbitration Provision; or (b) to the extent the modification, amendment, or superseding term of the Mutual Arbitration Provision is permitted by, but may be restricted by, applicable law.
19. ENTIRE AGREEMENT, TRANSFERABILITY, AND WAIVER
19.1. This Agreement shall constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and shall supersede all prior written and oral agreements. This Agreement may not be assigned by Contractor without written consent of Food Loop.
19.2. Food Loop may transfer this Agreement (including all of its rights, licenses, and obligations) to any assignee without the Contractor's consent.
19.3. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.
20. THIRD-PARTY SERVICES
The Food Loop Platform may display, include, or make available content, data, information, applications, or materials from third parties ("Third-Party Materials") or provide links to certain third-party websites or online services. By using the Food Loop Platform, Contractor acknowledges and agrees that Food Loop is not responsible for examining or evaluating the content, accuracy, completeness, availability, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third-Party Materials, websites, or online services. Food Loop does not warrant or endorse and does not assume and will not have any liability or responsibility to Contractor or any other person for any Third-Party Materials, websites, or online services, or for any other materials, products, or services of third parties. Third-Party Materials and links to other websites or online services are provided solely as a convenience to Contractor.
21. E-SIGN CONSENT AGREEMENT
21.1. Scope of Electronic Signature Consent. By agreeing to this Agreement, Contractor consents to enter this Agreement and receive all communications, notices, disclosures, and information (together, "Communications") relating to this Agreement electronically, instead of receiving such Communications on paper. All Communications provided to Contractor in electronic form from Food Loop will be deemed to be "written" or "in writing." Contractor consents to doing business with Food Loop electronically. Contractor acknowledges that Contractor's agreement to do business electronically applies to the current relationship with Food Loop as well as future business with Food Loop.
21.2. Methods of Electronic Delivery. Food Loop may use electronic means to provide any Communication to Contractor, including, but not limited to, (a) email to the email address associated with Contractor's account; (b) posting Communications in the Driver App or on the Food Loop website; (c) via a "click-through" or "in App" Communication; (d) SMS/text message; or (e) other electronic means. Contractor agrees to maintain a valid email address for the purpose of receiving Communication from Food Loop.
21.3. Hardware and Software Requirements. In order to access, view, and retain electronic Communications that Food Loop makes available to Contractor, Contractor must have the capability to download or print PDF files. Contractor may request a paper copy of a Communication by submitting a support inquiry through support@flmarketplace.org. Contractor understands they will be charged a reasonable fee for any such paper copy.
21.4. Opt-Out of Electronic Communications. Contractor has the right to opt out of having this Agreement provided or made available electronically. To request a paper copy of this Agreement, Contractor must submit a support inquiry through support@flmarketplace.org and request a paper copy. Contractor expressly agrees that receipt of the Agreement electronically does not negate either party's ability to enforce the arbitration and class action waiver provisions in section 13 and/or other provisions in this Agreement.
21.5. Withdrawal of Consent. Contractor may withdraw consent to receive electronic Communications for this Agreement by submitting a support inquiry through support@flmarketplace.org. If Contractor withdraws consent, Food Loop reserves the right to: (a) restrict or terminate Contractor's access to the Food Loop Platform; or (b) terminate this Agreement; or (c) charge Contractor a reasonable fee for paper copies in the future.
22. MISCELLANEOUS
22.1. Captions and Headings. The captions and headings in this Agreement are for convenience only and shall not affect the interpretation or meaning of this Agreement.
22.2. Severability. If any provision of this Agreement is held to be invalid or unenforceable, in whole or in part, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the validity and enforceability of all other provisions of this Agreement shall not be affected thereby.
22.3. Notices. All notices under this Agreement shall be delivered by email. Notices to Contractor shall be delivered to the most recent email address on file with Food Loop. Contractor agrees to keep a current email address on file with Food Loop. Food Loop's email address for notices is: support@flmarketplace.org.
22.4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Delaware, without regard to its conflicts of law provisions.
22.5. No Agency. Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as an agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability, and the exercise of any right or power).
