User Agreement  

Effective 03.20.2020 

Updated: 04.20.2022 

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PLEASE READ THE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT  INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THESE  INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS AND A BINDING ARBITRATION AGREEMENT  AND CLASS ACTION WAIVER.  

This User Agreement (this “Agreement”) is a contract between you (“you” or “User”) QWQER Services  LLC (“QWQER,” “we,” or “us”). You must read, agree to, and accept all of the terms and conditions  contained in this Agreement to be a User of our website located at http://www.QWQER.com or any part of the  rest of the Site (defined in the Site Terms of Use) or the Site Services (defined in the Site Terms of Use). 

This Agreement includes and hereby incorporates by reference the following important agreements, as  they may be in effect and modified from time to time Site Terms of Use; Fee and ACH Authorization  Agreement; Cookie Policy; Privacy Policy; Driver’s License, Record Verification and Rules &  Regulations Attestations and Driver Rules and Regulations Consent Form, Proprietary Rights  Infringement Reporting Procedures; and the Stripe Payment Instructions as applicable to any Service  Contract you enter into with another User, specifically the Mileage Payment Agreement with Stripe  Instructions. These agreements are collectively, with this Agreement, called the “Terms of Service”. 

Subject to the conditions set forth herein, QWQER may, in its sole discretion, amend this Agreement and  the other Terms of Service at any time by posting a revised version on the Site. QWQER will provide  reasonable advance notice of any amendment that includes a Substantial Change (defined below), by  posting the updated Terms of Service on the Site, providing notice on the Site, and/or sending you  notice by email. If the Substantial Change includes an increase to Fees charged by QWQER, QWQER  will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for  changes resulting in a reduction in Fees or any temporary or promotional Fee change. Any revisions to  the Terms of Service will take effect on the noted effective date (each, as applicable, the “Effective  Date”). 

YOU UNDERSTAND THAT BY USING THE SITE OR SITE SERVICES AFTER THE EFFECTIVE DATE,  YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE, INCLUDING THE ARBITRATION PROVISION  IN SECTION 14 OF THIS AGREEMENT (SUBJECT TO YOUR RIGHT TO OPT OUT OF THE  ARBITRATION PROVISION AS PROVIDED IN SECTION 14). IF YOU DO NOT ACCEPT THE TERMS OF  SERVICE IN ITS ENTIRETY, YOU MUST NOT ACCESS OR USE THE SITE OR THE SITE SERVICES  AFTER THE EFFECTIVE DATE EXCEPT AS PERMITTED BY THE SITE TERMS OF USE. IF YOU AGREE TO THE TERMS OF SERVICE ON BEHALF OF AN ENTITY OR AGENCY, OR IN  CONNECTION WITH PROVIDING OR RECEIVING SERVICES ON BEHALF OF AN ENTITY OR AGENCY,  YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR  AGENCY TO THE TERMS OF SERVICE AND AGREE THAT YOU ARE BINDING BOTH YOU AND THAT  ENTITY OR AGENCY TO THE TERMS OF SERVICE. IN THAT EVENT, “YOU” AND “YOUR” WILL REFER  AND APPLY TO YOU AND THAT ENTITY OR AGENCY. 

TABLE OF CONTENTS 

1. QWQER Accounts

1.1 Registration and Acceptance

1.2 Account Eligibility 

1.3 Account Profile 

1.4 Account Types 

1.5 Account Permissions 

1.6 Identity and Location Verification 

1.7 Usernames and Passwords 

2. Purpose of QWQER

2.1 Relationship with QWQER 

2.2 Taxes and Benefits 

2.3 Marketplace Feedback and User Content 3. Contractual Relationship Between Customer and Driver 3.1 Service Contracts 

3.2 Disputes Among Users 

3.3 Confidential Information 

3.4 Third-Party Beneficiaries 

4. Worker Classification and QWQER Payroll 4.1 Worker Classification

4.2 QWQER Payroll Services 

5. QWQER Fees

5.1 Service Fees for Drivers 

5.2 (omitted) 

5.3 Disbursement Fees 

5.4 Customer Fees 

5.5 VAT and Other Taxes 

5.6 No Fee for Introducing or Finding Deliveries 6. Payment Terms and Stripe Services 

6.1 Stripe Services 

6.2 Customer Payments on Service Contracts 6.3 Disbursements to Drivers 

6.4 Non-Payment 

6.5 No Return of Funds 

6.6 Payment Methods 

6.7 U.S. Dollars and Foreign Currency Conversion 7. Non-Circumvention 

7.1 Making Payments Through QWQER 

7.2 Opting Out 

8. Records of Compliance
9. Warranty Disclaimer
10. Limitation of Liability
11. Release
12. Indemnification
13. Agreement Term and Termination

13.1 Termination 

13.2 Account Data on Closure 

13.3 Survival 

14. Disputes Between You and QWQER

14.1 Dispute Process, Arbitration, and Scope 

14.2 Choice of Law 

14.3 Informal Dispute Resolution 

14.4 Binding Arbitration and Class Action/Jury Trial Waiver 

15. General

15.1 Entire Agreement 

15.2 Modifications; Waiver 

15.3 Assignability 

15.4 Severability 

15.5 Force Majeure 

15.6 Prevailing Language and Location 

15.7 Access of the Site Outside the United States 

15.8 Consent to Use Electronic Records 

16. Definitions
17. QWQER ACCOUNTS 

Section 1 discusses what you must agree to before using the Site or Site Services and the different types  of accounts that can be created on the Site, as detailed below.  

1.1 REGISTRATION AND ACCEPTANCE  

By registering for an account to use the Site or Site Services (an “Account”), by using the Site or Site  Services after the Effective Date if you had an Account on the Effective Date, or by clicking to accept the  Terms of Service when prompted on the Site, you agree to abide by this Agreement and the other Terms  of Service. 

To access and use certain portions of the Site and the Site Services, you must register for an Account.  Subject to the Site Terms of Use, certain portions of the Site are available to Site Visitors, including  

those portions before your Account registration is accepted. QWQER reserves the right to decline a  registration to join QWQER or to add an Account type as a Customer or Driver, for any lawful reason,  including supply and demand, cost to maintain data, or other business considerations. 

If you create an Account as an employee or agent on behalf of a company, you represent and warrant  that you are authorized to enter into binding contracts, including the Terms of Service, on behalf of  yourself and the company.

1.2 ACCOUNT ELIGIBILITY  

QWQER offers the Site and Site Services for your business purposes only and not for personal,  household, or consumer use. To register for an Account or use the Site and Site Services, you must, and  hereby represent that you (a) have or are an employee or agent of and authorized to act for an  independent business (whether it be as a self-employed individual/sole proprietor or as a corporation,  limited liability company, or other entity); (b) will use the Site and Site Services for business purposes  only; (c) will comply with any licensing, registration, or other requirements with respect to your business,  or the business for which you are acting, and the provision of Freelance Services; and (d) a legal entity or  an individual 18 years or older (or have otherwise reached the age of majority in the jurisdiction in which  you conduct business) who can form legally binding contracts. 

1.3 ACCOUNT PROFILE  

To register for an Account to join the Site, you must complete a User profile (“Profile”), which you  consent to be shown to other Users and, unless you change your privacy settings, the public. You agree  to provide true, accurate, and complete information on your Profile and all registration and other forms  you access on the Site or provide to us and to update your information to maintain its truthfulness,  accuracy, and completeness. You agree not to provide any false or misleading information about your  identity or location, your business, your skills, or the services your business provides and to correct any  such information that is or becomes false or misleading. 

1.4 ACCOUNT TYPES  

As described in this Section, there are two different Account types. Once you register for one Account  type, you can add the other Account types under the same username and password. For example, if you  already have a Driver Account (defined below), you can add a Customer Account as a separate account  type in settings without re-registering. You agree not to have or register for more than one Account  without express written permission from us. We reserve the right to revoke the privileges of the Account  or access to or use of the Site or Site Services, and those of any and all linked Accounts without warning  if, in our sole discretion, false or misleading information has been provided in creating, marketing, or  maintaining your Profile or Account. 

1.4.A. CUSTOMER ACCOUNT  

You can register for an Account or add an Account type to use the Site and Site Services as a Customer  (a “Customer Account”). Each User under a Customer Account (“Team Member”) can be given  different permissions to act on behalf of the Customer Account. Any user using the Site, Site Services,  including Direct Contract Services, for the purpose of searching for or using Driver Services is a  “Customer” for purposes of the Terms of Service. 

1.4.B. DRIVER ACCOUNT  

You can register for an Account or add an Account type to use the Site and Site Services as a Driver (a  “Driver Account”). All Driver Account applicants will be required to complete the Driver’s License and 

Record Verification and Driver Rules and Regulations Consent Form before we will authorize your  account. We reserve right to reject any applicant who does not meet our standards with respect to  driver safety and compliance. 

Each Driver agrees that the Driver user is solely responsible and assumes all liability for work performed  on behalf of the Customers the Driver user delivers services to. Each driver must strictly comply with the  Driver Rules and Regulations. You agree that we have the unabridged right to terminate any Driver  Account upon discovery of a Driver’s failure to comply with any policy contained in the Driver Rules and  Regulations or under the Terms of Service.  

1.5 ACCOUNT PERMISSIONS  

You agree not to request or allow another person to create an Account on your behalf, for your use, or  for your benefit, except that an authorized employee or agent may create an Account on behalf of your  business. By granting other Users permissions under your Account, you represent and warrant that (a)  

the User is authorized to act on your behalf, (b) you are financially responsible for the User’s actions  taken in accordance with those permissions, including, if applicable, entering into binding contracts on  behalf of the owner of the Account, and (c) you are fully responsible and liable for any action of any User  to whom you have provided any permissions and any other person who uses the Account, including  making payments and entering into Service Contracts and the Terms of Service. If any such User  violates the Terms of Service, it may affect your ability to use the Site. Upon closure of an Account,  QWQER may close any or all related Accounts. 

1.6 IDENTITY AND LOCATION VERIFICATION 

When you register for an Account and from time to time thereafter, your Account will be subject to  verification, including, but not limited to, validation against third-party databases or the verification of  one or more official government or legal documents that confirm your identity, your location, and your  ability to act on behalf of your business on QWQER. You authorize QWQER, directly or through third  parties, to make any inquiries necessary to validate your identity, your location, and confirm your  ownership of your email address or financial accounts, subject to applicable law. When requested, you  must timely provide us with complete information about yourself and your business, which includes, but  is not limited to, providing official government or legal documents. 

1.7 USERNAMES AND PASSWORDS  

When you register for an Account, you will be asked to choose a username and password for the  Account. You are entirely responsible for safeguarding and maintaining the confidentiality of your  username and password and agree not to share your username or password with any person who is not  authorized to use your Account. You authorize QWQER to assume that any person using the Site with  your username and password, either is you or is authorized to act for you. You agree to notify us  immediately if you suspect or become aware of any unauthorized use of your Account or any  unauthorized access to the password for any Account. You further agree not to use the Account or log in  with the username and password of another User of the Site if (a) you are not authorized to use either or  (b) the use would violate the Terms of Service. 

2. PURPOSE OF QWQER

Section 2 discusses what QWQER does and does not do when providing the Site and Site Services and  some of your responsibilities when using the Site to find or enter into a Service Contract with a Driver or  Customer, as detailed below.  

The Site is a marketplace where Customers can locate, connect with and contract Drivers for courier  and related services. Subject to the Terms of Service, QWQER provides the Site Services to Users,  

including hosting and maintaining the Site, facilitating the formation of Service Contracts, and assisting  Users in resolving disputes which may arise in connection with those Service Contracts. When a User  enters a Service Contract, the User uses the Site to invoice and pay any amounts owed under the  Service Contract. 

2.1 RELATIONSHIP WITH QWQER  

QWQER merely makes the Site and Site Services available to enable Drivers and Customers to find and  transact directly with each other. QWQER does not introduce Drivers to Customers, find Customers for  Drivers, or find Drivers for Customers. Through the Site and Site Services, Drivers may be notified of  Customers that may be seeking the services they offer, and Customers may be notified of Drivers that  may offer the services they seek; at all times, however, Users are responsible for evaluating and  determining the suitability of any Delivery, Customer or Driver on their own. If Users decide to enter into  a Service Contract, the Service Contract is directly between the Users and QWQER is not a party to that  Service Contract. 

You acknowledge, agree, and understand that QWQER is not a party to the relationship or any dealings  between Customer and Driver. Without limitation, Users are solely responsible for (a) ensuring the  accuracy and legality of any Delivery, (b) determining the suitability of other Users for a Service Contract  (such as any driver suitability and proficiency, vehicle standards, vetting, background checks, or similar  actions), (c) negotiating, agreeing to, and executing any terms or conditions of Service Contracts, (d)  performing Driver Services, or (e) paying for Service Contracts or Driver Services. You further  acknowledge, agree, and understand that you are solely responsible for assessing whether to enter into  a Service Contract with another User and for verifying any information about another User,  including Composite Information (defined below). QWQER does not make any representations about or  guarantee the truth or accuracy of any Driver’s or Customer’s listings or other User Content on the Site;  does not verify any feedback or information provided by Users about Drivers or Customers; and does  not vet or otherwise perform background checks on Drivers or Customers accept with respect to the  Driver’s license and registration, which they are obligated to disclose and update periodically, pursuant  to the Drivers Rules and Regulations. You acknowledge, agree, and understand that QWQER does not,  in any way, supervise, direct, control, or evaluate Drivers or their work and is not responsible for any  Delivery, Delivery terms or performance with respect to any Delivery. QWQER makes no representations  about and does not guarantee, and you agree not to hold QWQER responsible for, the quality, safety, or  legality of Driver Services; the qualifications, background, or identities of Users; the ability of Drivers to  deliver Driver Services; the ability of Customers to pay for Driver Services; User Content, statements or  posts made by Users; or the ability or willingness of a Customer or Driver to actually complete a  transaction. 

You also acknowledge, agree, and understand that Drivers are solely responsible for determining, and  have the sole right to determine, which Deliveries to accept; the time, place, manner, and means of  providing any Driver Services; the type of services they provide; and the price they charge for their  services or how that pricing is determined or set. You further acknowledge, agree, and understand that:  (i) you are not an employee of QWQER, and you are not eligible for any of the rights or benefits of  employment (including unemployment and/or workers compensation insurance); (ii) QWQER will not  have any liability or obligations under or related to Service Contracts and/or Driver Services for any acts  or omissions by you or other Users; (iii) QWQER does not, in any way, supervise, direct, or control any  Driver or Driver Services; does not impose quality standards or a deadline for completion of any Driver  Services; and does not dictate the performance, methods or process Driver uses to perform services; (iv) 

Driver is free to determine when and if to perform Driver Services, including the days worked and time  periods of work, and QWQER does not set or have any control over Driver’s pricing, work hours, work  schedules, or work location, nor is QWQER involved in any other way in determining the nature and  amount of any compensation that may be charged by or paid to Driver for a Delivery; (v) Driver will be  paid at such times and amounts as agreed with a Customer in a given Service Contract, and QWQER  does not, in any way, provide or guarantee Driver a regular salary or any minimum, regular payment; (vi)  QWQER does not provide Drivers with training or any equipment, labor, tools, or materials related to any  Service Contract; and (vii) QWQER does not provide the vehicles in which Drivers will utilize to perform  the Deliveries. Drivers are free to use subcontractors or employees to perform Driver Services and may  delegate work on mileage-based contracts or by agreeing with their Customers to have mileage-based  contracts for Driver’s subcontractor(s) or employee(s). If a Driver uses subcontractors or employees,  Driver further agrees and acknowledges that this paragraph applies to QWQER’s relationship, if any, with  Driver’s subcontractors and employees as well and Driver is solely responsible for Driver’s  subcontractors and employees. 

Nothing in this Agreement is intended to prohibit or discourage (nor should be construed as prohibiting  or discouraging) any User from engaging in any other business activities or providing any services  through any other channels they choose, provided, if applicable, Users comply with the Opt Out  provisions described in Section 7. Users are free at all times to engage in such other business activities  and services and are encouraged to do so. 

2.2 TAXES AND BENEFITS  

Driver acknowledges and agrees that Driver is solely responsible (a) for all tax liability associated with  payments received from Driver’s Customers and through QWQER, and that QWQER will not withhold  any taxes from payments to Driver; (b) to obtain any liability, health, workers’ compensation, disability,  

unemployment, or other insurance needed, desired, or required by law, and that Driver is not covered by  or eligible for any insurance from QWQER; (c) for determining whether Driver is required by applicable  law to issue any particular invoices for the Driver Fees and for issuing any invoices so required; (d) for  determining whether Driver is required by applicable law to remit to the appropriate authorities any value  added tax or any other taxes or similar charges applicable to the Driver Fees and remitting any such  taxes or charges to the appropriate authorities, as appropriate; and (e) if outside of the United States, for  determining if QWQER is required by applicable law to withhold any amount of the Driver Fees and for  notifying QWQER of any such requirement and indemnifying QWQER for any requirement to pay any  withholding amount to the appropriate authorities (including penalties and interest). In the event of an  audit of QWQER, Driver agrees to promptly cooperate with QWQER and provide copies of Driver’s tax  returns and other documents as may be reasonably requested for purposes of such audit, including but  not limited to records showing Driver is engaging in an independent business as represented to QWQER. 

2.3 MARKETPLACE FEEDBACK AND USER CONTENT  

You hereby acknowledge and agree that Users publish and request QWQER to publish on their  behalf information on the Site about the User, such as feedback, composite feedback,  geographical location, or verification of identity or credentials. However, such information is  based solely on unverified data that Drivers or Customers voluntarily submit to QWQER and does  not constitute and will not be construed as an introduction, endorsement, or recommendation by  QWQER; QWQER provides such information solely for the convenience of Users.  

You acknowledge and agree that User feedback benefits the marketplace, all Users, and the efficiency of  the Site and you specifically request that QWQER post composite or compiled feedback about Users, 

including yourself, on User Profiles and elsewhere on the Site. You acknowledge and agree that  feedback results for you, including your Delivery Success Score, wherever referenced, and other User  Content highlighted by QWQER on the Site or otherwise (“Composite Information”), if any, will include  User comments, User ratings, indicators of User satisfaction, and other feedback left exclusively by  other Users. You further acknowledge and agree that QWQER will make Composite Information available  to other Users, including composite or compiled feedback. QWQER provides its feedback system as a  means through which Users can share their opinions of other Users publicly, and QWQER does not  monitor, influence, contribute to or censor these opinions. You acknowledge and agree that posted  composite or compiled feedback and any other Composite Information relates only to the business  advertised in the Profile and not to any individual person. You agree not to use the Composite  Information to make any employment, credit, credit valuation, underwriting, or other similar decision  about any other User. 

QWQER does not generally investigate any remarks posted by Users or other User Content for accuracy  or reliability and does not guarantee that User Content is accurate. You are solely responsible for your  User Content, including the accuracy of any User Content, and are solely responsible for any legal action  that may be instituted by other Users or third parties as a result of or in connection with your User  Content if such User Content is legally actionable or defamatory. QWQER is not legally responsible for  any feedback or comments posted or made available on the Site by any Users or third parties, even if  that information is defamatory or otherwise legally actionable. In order to protect the integrity of the  feedback system and protect Users from abuse, QWQER reserves the right (but is under no obligation)  to remove posted feedback or information that, in QWQER’s sole judgment, violates the Terms of  Service or negatively affects our marketplace, diminishes the integrity of the feedback system or  otherwise is inconsistent with the business interests of QWQER. You acknowledge and agree that you  will notify QWQER of any error or inaccurate statement in your feedback results, including the  Composite Information, and that if you do not do so, QWQER may rely on the accuracy of such  information. 

3. CONTRACTUAL RELATIONSHIP BETWEEN  CUSTOMER AND DRIVER 

Section 3 discusses the relationship you may decide to enter into with another User, including Service  Contracts between Users, as detailed below.  

3.1 SERVICE CONTRACTS  

If a Customer and Driver decide to enter into a Service Contract, the Service Contract is a contractual  relationship directly between the Customer and Driver. Customer and Driver have complete discretion  both with regard to whether to enter into a Service Contract with each other and with regard to the terms  of any Service Contract. You acknowledge, agree, and understand that QWQER is not a party to any  Service Contract, that the formation of a Service Contract between Users will not, under any  circumstance, create an employment or other service relationship between QWQER and any Driver or a  partnership or joint venture between QWQER and any User. 

With respect to any Service Contract, Customers and Drivers may enter into any written agreements that  they deem appropriate (e.g., confidentiality agreements, assignment of rights, etc.) provided that any  such agreements do not conflict with, narrow, or expand QWQER’s rights and obligations under the  Terms of Service, including this Agreement and the applicable Stripe Payment Instructions. The parties 

to a Service Contract can, if the parties prefer, agree to the Optional Service Contract Terms in whole  or in part, in addition to or instead of other such agreements. 

The Optional Service Contract Terms are provided as a sample only and may not be appropriate for all  

jurisdictions or all contracts. Users are responsible for complying with any local requirements. QWQER  does not assume any responsibility for any consequence of using the Optional Service Contract  Terms. The Optional Service Contract Terms are not intended to and do not (a) constitute legal advice,  (b) create an attorney-Customer relationship, or (c) constitute advertising or a solicitation of any type.  Each situation is highly fact-specific and requirements vary by situation and jurisdiction and therefore  any party should seek legal advice from a licensed attorney in the relevant jurisdictions. QWQER  expressly disclaims any and all liability with respect to actions or omissions based on the Optional  Service Contract Terms. 

Please refer to the QWQER Payroll Agreement for Service Contracts using QWQER Payroll. 

3.2 DISPUTES AMONG USERS  

For disputes arising between Customers and Drivers, you agree to abide by the dispute process that is  explained in the Stripe Payment Instructions that apply to your particular Service Contract. If the  

dispute process does not resolve your dispute, you may pursue your dispute independently, but you  acknowledge and agree that QWQER will not and is not obligated to provide any dispute assistance  beyond what is provided in the Stripe Payment Instructions. 

If Driver or Customer intends to obtain an order from any arbitrator or any court that might direct  QWQER, Stripe, Inc. (“Stripe”), or our Affiliates to take or refrain from taking any action with respect to a  Stripe Payment Account, that party will (a) give us at least five business days’ prior notice of the hearing;  (b) include in any such order a provision that, as a precondition to obligation affecting QWQER or Stripe,  we be paid in full for any amounts to which we would otherwise be entitled; and (c) be paid for the  reasonable value of the services to be rendered pursuant to such order. 

3.3 CONFIDENTIAL INFORMATION  

Users may agree to any terms they deem appropriate with respect to confidentiality, including those set  forth in the Optional Service Contract Terms. If and to the extent that the Users do not articulate any  

different agreement, then they agree that this Section 3.3 (Confidentiality) applies. 

To the extent a User provides Confidential Information to the other, the recipient will protect the secrecy  of the discloser’s Confidential Information with the same degree of care as it uses to protect its own  Confidential Information, but in no event with less than due care. On a User’s written request, the party  that received Confidential Information will promptly destroy or return the disclosing party’s Confidential  Information and any copies thereof contained in or on its premises, systems, or any other equipment  otherwise under its control. 

3.4 THIRD-PARTY BENEFICIARIES  

It is the intent of the Parties to this Agreement that Users who have entered into Service Contracts or  disclosed or received Confidential Information to another User are third-party beneficiaries of this  Agreement with respect to this Section 3 only.

4. WORKER CLASSIFICATION AND QWQER PAYROLL 

Section 4 discusses what you agree to concerning whether a Driver is an employee or independent  contractor and when you agree to use QWQER Payroll, as detailed below.  

4.1 WORKER CLASSIFICATION  

Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture,  franchisor/franchisee or employer-employee relationship between QWQER and a User. 

Customer is solely responsible for and has complete discretion with regard to selection of any Driver for  any Delivery. Customer is solely responsible, warrants its decisions regarding classification are correct,  and assumes all liability, for determining whether Drivers should be engaged as independent contractors  or employees of Customer and engaging them accordingly; QWQER will have no input into, or  involvement in, worker classification as between Customer and Driver and Users agree that QWQER has  no involvement in and will have no liability arising from or relating to the classification of a Driver  generally or with regard to a particular Delivery. 

4.2 Driver Employment  

In the event the services Customer receives from a Driver under terms and conditions would give rise to  an employment relationship, upon happening of such an event Customer agrees to engage a third-party  staffing vendor (the “Staffing Provider”), for compliance with all relevant state and federal labor and  employment laws and regulations. Customer shall be exclusively responsible for all responsibilities owed  to Drivers based on such an employer-employee relationship.  

Driver, acknowledges, understands, and agrees that QWQER will have no control over, or involvement in  determining or influencing, the terms and conditions of any employment relationship that may arise  between Driver and Staffing Provider and/or Customer, including the selection of an employee, pay rate,  work hours, employment dates and working conditions. Driver will not have any contract on the QWQER  Site or contact with QWQER regarding such employment terms.  

5. QWQER FEES 

Section 5 describes what fees you agree to pay to QWQER in exchange for QWQER providing the Site  and Site Services to you and what taxes QWQER may collect, as detailed below.  

5.1 SERVICE FEES FOR DRIVERS  

Drivers pay QWQER a Service Fee (as defined in this Section 5.1) for the use of the Site Services.  QWQER charges service fees to Drivers, as set forth in the Fee and ACH Authorization  Agreement and the Direct Contract Terms, for using the Site’s communication, invoicing, reporting,  dispute resolution and payment services, including facilitating arbitration services and Mileage-Based  Payment Protection, as described in the applicable Stripe Payment Instructions (the “Service Fees”).  The Service Fees (to use the Site Services) are paid solely by Driver. When a Customer pays a Driver for  a Delivery or when funds related to a Delivery are otherwise released to a Driver as required by the  applicable Stripe Payment Instructions (See Section 6.1), Stripe will credit the Driver for the full amount  paid or released, and then subtract and disburse to QWQER the Service Fee plus all applicable Stripe 

fees, as provided in the Stripe Services Agreement. Driver hereby irrevocably authorizes and instructs  Stripe to deduct the Service Fee from the Driver’s fee and pay QWQER on Driver’s behalf.  

5.2 (omitted) 

5.3 DISBURSEMENT FEES  

Drivers may pay QWQER a disbursement fee for remitting payments to their preferred payment method  (“Disbursement Fee”). The Disbursement Fee is paid to QWQER in consideration of costs incurred and  administration of disbursements via the disbursement method requested by Driver and varies by  disbursement method. The Disbursement Fee for each disbursement method is listed at under Fees and  Schedules on the Site as revised from time to time. 

Additional activation, maintenance, and account fees may be charged by the disbursement method  requested by Driver. 

5.4 CUSTOMER FEES  

Customers pay QWQER a fee for payment processing and administration related to the Driver Fees they  pay to Drivers they engage through the Site, as described in the Fee and ACH Authorization  Agreement. Customers do not pay fees if they use the Site solely for Direct Contracts. 

5.5 VAT AND OTHER TAXES  

QWQER may be required by applicable law to collect taxes or levies including, without limitation,  withholding income tax or VAT (while some countries may refer to VAT using other terms, e.g. GST, we’ll  just refer to VAT, GST and any local sales taxes collectively as “VAT”) in the jurisdiction of the Driver (the  “Taxes“). In such instances, any amounts QWQER is required to collect or withhold for the payment of  any such Taxes shall be collected in addition to the fees owed to QWQER under the Terms of Service. 

5.6 NO FEE FOR INTRODUCING OR FOR FINDING DELIVERIES 

QWQER does not introduce Customers to Drivers and does not help Drivers secure Deliveries. QWQER  merely makes the Site and Site Services available to enable Drivers to do so themselves and may from  time to time highlight Deliveries that may be of interest. Therefore, QWQER does not charge a fee when  

a Driver finds a suitable Customer or finds a Delivery. In addition, QWQER does not charge any fee or  dues for posting public feedback and composite or compiled feedback, including Composite  Information. 

6. PAYMENT TERMS AND STRIPE SERVICES 

Section 6 discusses your agreement to pay Driver Service Fees on Service Contracts, and describes how  Stripe Services works, what happens if a Customer doesn’t pay, and related topics, as detailed below.  

6.1 STRIPE SERVICES  

Stripe, Inc. provides payment processing services to Users to deliver, hold, and/or receive payment for a  Delivery, and to pay fees to QWQER (“Stripe Services”). Stripe is an independent corporation with no  affiliations to QWQER other than as service provider to us for payment processing, as identified in this 

User Agreement and elsewhere throughout the Site. Stripe Services are intended for business use, and  you agree to use Stripe Services only for business purposes and not for consumer, personal, family, or  household purposes. 

6.1.A. PAYMENT AGREEMENTS AND STRIPE PAYMENT INSTRUCTIONS  

Stripe will use and release funds deposited by a Customer for Delivery payments only in accordance  with this Agreement and the applicable Stripe Payment Instructions. You acknowledge and agree that  

Stripe acts merely as a payment processor. Stripe has fully delivered the payment processing services  to you if Stripe provides the payment processing services described in this Agreement and the  applicable Stripe Payment Instructions. Stripe is only obligated to perform those duties expressly  described in this Agreement and any applicable Stripe Payment Instructions. If you authorize or  instruct Stripe to release or make a payment of funds from a bank or depository account associated with  you, Stripe may release or pay those funds as instructed in reliance on your authorization, this  Agreement, and the applicable Stripe Payment Instructions.  

Mileage-based Deliveries. All Deliveries shall be paid as determined by the Service Contract. QWQER  provides recommended rates based on mileage required for the Delivery in our Rate Schedule, however  these rates are recommended rates only and neither user nor Driver shall be obligated to contract on  terms according to the rate schedule, but may do so if agreed upon between the parties in the Service  Contract. Each user utilizing mileage-based compensation agrees to be bound by, and Stripe will follow,  the Mileage-based Payment Instructions. 

For all Deliveries and associated Service Contracts, Users agree that they will be bound by, and  Stripe will follow, the Stripe Payment Instructions. 

6.1.B. STRIPE PAYMENT PROCESSING  

STRIPE will process payments from Users to Drivers only in accordance with this Agreement and the  applicable Stripe Payment Instructions.  

You hereby authorize and instruct us and Stripe to act as payment processing agent in connection with  the payment, holding, and receipt of funds for each Delivery and other specified purposes in accordance  with the Terms of Service and the applicable Stripe Payment Instructions. Customer and Driver may  

access current information regarding the status of a pending Stripe Payment on the Site. 6.1.C. DRIVER APPOINTMENT OF STRIPE AND SUBSIDIARIES AS AGENT  

If you are a Driver and you request payment related to a Mileage-Based Service Contract, you hereby  appoint Stripe and its wholly-owned subsidiaries, as your agent to obtain funds on your behalf and credit  them to your designated account as applicable. Because Stripe is Driver’s agent, Driver must, and  hereby does, fully discharge and credit Driver’s Customer for all payments and releases that Stripe  receives on Driver’s behalf from or on behalf of such Customer. 

6.1.D. TITLE TO FUNDS  

Stripe processes all payments made by Customer to Driver in accordance with Stripe’s Service  Agreement. Stripe will not voluntarily make funds deposited by Customer available to its creditors, or the  creditors of its Affiliates, in the event of a bankruptcy, or for any other purpose. As provided in United  States Bankruptcy Code, § 541(d), Stripe holds only legal title to, and not any equitable interest in, any 

funds deposited to Stripe for purpose of payments to Driver, for QWQER fees, or for any other purpose  as contemplated by this Agreement. This Agreement is supplementary to the Service Contract and to  any other agreement between Customer and Driver concerning the Delivery, as provided in 11 United  States Bankruptcy Code, § 365(n). 

6.1.E. NO INTEREST  

You agree that you will not receive interest or other earnings on the funds held by Stripe for payment  processing. QWQER, Stripe, or our Affiliates may charge or deduct fees, may receive a reduction in fees  or expenses charged, and may receive other compensation in connection with the services they provide. 

6.1.F. STRIPE AGENT DUTIES  

We and Stripe undertake to perform only such duties as are expressly set forth in this Agreement, the  applicable Stripe Payment Instructions, and the other Terms of Service, and no other duties will be  

implied. We have no liability under, and no duty to inquire as to, the provisions of any agreement, other  than the Terms of Service, including this Agreement and the applicable Stripe Payment Instructions.  

We will be under no duty to inquire about or investigate any agreement or communication between  Customer and Driver, even if posted to the Site. We have the right to rely upon, and will not be liable for  acting or refraining from acting upon, any written notice, instruction, or request furnished to us by  Customer or Driver in accordance with this Agreement or the applicable Stripe Payment Instructions, if  

we reasonably believe that such notice, instruction, or request is genuine and that it is signed or  presented by the proper party or parties. We have no duty to inquire about or investigate the validity,  accuracy, or content of any such notice, instruction, or request. We have no duty to solicit any payments  or releases that may be due to or from Stripe We may execute any of our powers and perform any of our  duties under this Agreement and the applicable Stripe Payment Instructions directly or through agents  

or attorneys (and will be liable only for the careful selection of any such agent or attorney) and may  consult with counsel, accountants, and other skilled persons to be selected and retained by us. To the  extent permitted by applicable law, we will not be liable for anything done, suffered, or omitted in good  faith by us in accordance with the advice or opinion of any such counsel, accountants, or other skilled  persons. If we are uncertain as to our duties or rights hereunder or receive instructions, claims, or  demands from any party hereto that, in our opinion, conflict with any of the provisions of this Agreement  or the applicable Stripe Payment Instructions, we will be entitled to refrain from taking any action, and  

our sole obligation will be to keep safely all property held in by Stripe until we are directed otherwise in  writing by Customer and Driver or by a final order or judgment of an arbitrator or court of competent  jurisdiction. 

6.1.G. AGENCY RIGHT  

We or Stripe have the right, in our sole discretion, but not the obligation, to institute arbitration or, if no  arbitration provision applies, other legal proceedings, including depositing funds held in a Stripe Account  with a court of competent jurisdiction, and to resolve any dispute between Customer and Driver related  to the Stripe Payment. Any provision of this Agreement and the applicable Stripe Payment Instructions  

to the contrary notwithstanding and regardless whether we are identified as a party in interest in any  dispute, arbitration, or other legal proceeding, nothing herein will be construed to limit our legal and  equitable rights, including, but not limited to, depositing funds held in a Stripe Account with a court of  competent jurisdiction. Any corporation or association into which Stripe may be merged or converted or  with which Stripe may be consolidated, or any corporation or association to which all or substantially all  the payment processing business of Stripe may be transferred will succeed to all the rights and 

obligations of Stripe as payment processing agent under this Agreement and the applicable Stripe  Payment Instructions without further act to the extent permitted by applicable law. 

6.2 CUSTOMER PAYMENTS ON SERVICE CONTRACTS  

For Mileage-Based Contracts, Customer becomes obligated to make payments via Stripe immediately  upon receipt of notice of completion of Delivery.  

Customer acknowledges and agrees that for Mileage-Based Contracts, failure to decline or dispute an  Invoice or request for payment is an authorization and instruction to release payment, as described more  fully in the applicable Stripe Payment Instructions. When Customer authorizes the payment of the Driver  Fees for a Mileage-based Contract on the Site, Customer automatically and irrevocably authorizes and  instructs QWQER, its Affiliates, or Stripe to charge Customer’s Payment Method for the Driver Fees.  When Customer approves a Mileage-Based Contract, Customer automatically and irrevocably  authorizes and instructs QWQER, its Affiliates, or Stripe to charge Customer’s Payment Method for the  Driver Fees. 

6.3 DISBURSEMENTS TO DRIVERS  

Under the relevant Stripe Payment Instructions, Stripe disburses funds that are available and payable  to a Driver within seven to ten days after receipt of the same from Customer. Stripe will be authorized to  deduct QWQER Service Fees and Stripe Service Fees from disbursed funds, in accordance with the  terms set forth in this Agreement. 

For Mileage-Based Contracts, the Driver Fees become available to Drivers 7 to 10 days after the funds  are released for payment by Customer through Stripe. 

Notwithstanding any other provision of the Terms of Service or the Stripe Payment Instructions, and  except as prohibited by applicable law, if we believe, in our sole discretion, that you have violated the  conditions and restrictions of the Site or the Terms of Service, including by committing or attempting to  commit fraud or other illicit acts on or through the Site, we or Stripe may refuse to process or may hold  the disbursement of the Driver Fees and take such other actions with respect to Customer’s funds as we  deem appropriate in our sole discretion and in accordance with applicable law. Without limiting the  foregoing, Stripe, in its sole discretion and to the extent permitted by applicable law, may also refuse to  process or may hold the disbursement of the Driver Fees or any other amounts and offset amounts  owed to us if: (a) we require additional information, such as Driver’s tax information, government-issued  identification or other proof of identity, address, or date of birth; (b) we have reason to believe the Driver  Fees may be subject to dispute or chargeback; (c) we suspect fraud; (d) we believe there are reasonable  grounds for insecurity with respect to the performance of obligations under this Agreement or other  Terms of Service; or (e) we deem it necessary in connection with any investigation or required by  applicable law. If, after investigation, we determine that the hold on the disbursement of the Driver Fees  is no longer necessary, we or Stripe will release such hold as soon as practicable. 

In addition, notwithstanding any other provision of the Terms of Service or the Stripe Payment  Instructions and to the extent permitted by applicable law, we reserve the right to seek reimbursement  from you, and you will reimburse us, if we: (i) suspect fraud or criminal activity associated with your  payment, withdrawal, or Delivery; (ii) discover erroneous or duplicate transactions; or (iii) have supplied  our services in accordance with this Agreement yet we receive any chargeback from the Payment  Method used by you, or used by your Customer if you are a Driver, despite our provision of the Site 

Services in accordance with this Agreement. You agree that we have the right to obtain such  reimbursement by instructing Stripe to charge the applicable Customer payment, and any other  payments processing, offsetting any amounts determined to be owing, deducting amounts from future  payments or withdrawals, charging your Payment Method, or obtaining reimbursement from you by any  other lawful means. If we are unable to obtain such reimbursement, we may, in addition to any other  remedies available under applicable law, temporarily or permanently revoke your access to the Site and  Site Services and close your Account. 

6.4 NON-PAYMENT  

If Customer is in “default”, meaning the Customer fails to pay the Driver Fees or any other amounts  when due under the Terms of Service, or a written agreement for payment terms incorporating the Terms  of Service (signed by an authorized representative of QWQER), QWQER will be entitled to the remedies  described in this Section 6.4 in addition to such other remedies that may be available under applicable  law or in such written agreement. For the avoidance of doubt, Customer will be deemed to be in default  on the earliest occurrence of any of the following: (a) Customer fails to pay the Driver Fees when due, (b)  Customer fails to pay a balance that is due or to bring, within a reasonable period of time but no more  than 30 days, an account current after a credit or debit card is declined or expires, (c) Customer fails to  pay an invoice issued to the Customer by QWQER within the time period agreed or, if none, within 30  days, (d) Customer initiates a chargeback with a bank or other financial institution resulting in a charge  made by QWQER for Driver Fees or such other amount due being reversed to the Customer, or (e)  Customer takes other actions or fails to take any action that results in a negative or past-due balance on  the Customer’s account. 

If Customer is in default, we may, without notice, temporarily or permanently close Customer’s Account  and revoke Customer’s access to the Site and Site Services, including Customer’s authority to use the  Site to process any additional payments, enter into Service Contracts, or obtain any additional Driver  Services from other Users through the Site. However, Customer will remain responsible for any amounts  that accrue on any open Deliveries at the time a limitation is put on the Customer’s Account as a result  of the default. Without limiting other available remedies, Customer must pay QWQER upon demand for  any amounts owed, plus interest on the outstanding amount at the lesser of one and one-half percent  (1.5%) per month or the maximum interest allowed by applicable law, plus attorneys’ fees and other  costs of collection to the extent permitted by applicable law. 

At our discretion and to the extent permitted by applicable law, QWQER, Stripe or its Affiliates may,  without notice, charge all or a portion of the amount that is owed to any Payment Method on file on the  Customer’s Account; set off amounts due against other amounts received from Customer or held by for  Customer by QWQER, Stripe or another Affiliate; make appropriate reports to credit reporting agencies  and law enforcement authorities; and cooperate with credit reporting agencies and law enforcement  authorities in any investigation or prosecution. 

6.5 NO RETURN OF FUNDS  

Customer acknowledges and agrees that QWQER, Stripe, or its Affiliates, will charge Customer’s  designated Payment Method for the Driver Fees incurred as described in the applicable Stripe Payment  Instructions and the Fee and ACH Authorization Agreement and that once QWQER, Stripe or its  Affiliates, charges or debits the Customer’s designated Payment Method for the Driver Fees, the charge  or debit is non-refundable, except as otherwise required by applicable law. Customer also acknowledges  and agrees that the Terms of Service provide a dispute resolution process as a way for Customer resolve  disputes. To the extent permitted by applicable law, Customer therefore agrees not to ask its credit card  company, bank, or other Payment Method provider to charge back any Driver Fees or other fees charged 

pursuant to the Terms of Service for any reason. A chargeback in breach of the foregoing obligation is a  material breach of the Terms of Service. If Customer initiates a chargeback in violation of this Agreement,  Customer agrees that QWQER, Stripe or its Affiliates, may dispute or appeal the chargeback and  institute collection action against Customer and take such other action it deems appropriate. 

6.6 PAYMENT METHODS  

In order to use certain Site Services, Customer must provide account information for at least one valid  Payment Method. 

Customer hereby authorizes QWQER, Stripe or its Affiliates, as applicable, to run credit card  authorizations on all credit cards provided by Customer, to store credit card and banking or other  financial details as Customer’s method of payment consistent with our Privacy Policy, and to charge  

Customer’s credit card (or any other Payment Method) for the Driver Fees and any other amounts owed  under the Terms of Service. To the extent permitted by applicable law and subject to our Privacy Policy,  you acknowledge and agree that we may use certain third-party vendors and service providers to  process payments and manage your Payment Method information. 

By providing Payment Method information through the Site and authorizing payments with the Payment  Method, Customer represents, warrants, and covenants that: (a) Customer is legally authorized to  provide such information; (b) Customer is legally authorized to make payments using the Payment  Method(s); (c) if Customer is an employee or agent of a company or person that owns the Payment  Method, that Customer is authorized by the company or person to use the Payment Method to make  payments on QWQER; and (d) such actions do not violate the terms and conditions applicable to  Customer’s use of such Payment Method(s) or applicable law. When Customer authorizes a payment  using a Payment Method via the Site, Customer represents and warrants that there are sufficient funds  or credit available to complete the payment using the designated Payment Method. To the extent that  any amounts owed under this Agreement or the other Terms of Service cannot be collected from  Customer’s Payment Method(s), Customer is solely responsible for paying such amounts by other  means. 

Because the use of any Payment Method may be limited by applicable law or by written agreement with  your financial institution, QWQER is not liable to any User if QWQER does not complete a transaction as  a result of any such limit, or if a financial institution fails to honor any credit or debit to or from an  account associated with such Payment Method. QWQER will make commercially reasonable efforts to  work with any such affected Users to resolve such transactions in a manner consistent with this  Agreement and any applicable Stripe Payment Instructions. 

6.7 U.S. DOLLARS AND FOREIGN CURRENCY CONVERSION  

The Site and the Site Services operate in U.S. Dollars. If a User’s Payment Method is denominated in a  currency other than U.S. Dollars and requires currency conversion to make or receive payments in U.S.  Dollars, the Site may display foreign currency conversion rates that QWQER, Stripe or its Affiliates,  currently make available to convert supported foreign currencies to U.S. Dollars. These foreign currency  conversion rates adjust regularly based on market conditions. Please note that the wholesale currency  conversion rates at which we or our Affiliates obtain foreign currency will usually be different than the  foreign currency conversion rates offered on the Site. Each User, at its sole discretion and risk, may  authorize the charge, debit, or credit of its Payment Method in a supported foreign currency and the  conversion of the payment to U.S. Dollars at the foreign currency conversion rate displayed on the Site.  A list of supported foreign currencies is available on the Site. If foreign currency conversion is required to  make a payment in U.S. Dollars and Q QWQER, Stripe or its Affiliates, as applicable, does not support  the foreign currency or the User does not authorize the conversion of such payment at the foreign 

currency conversion rate displayed on the Site, Stripe or one of our Affiliates will charge, debit, or credit  the User’s Payment Method in U.S. Dollars and the User’s Payment Method provider will convert the  payment at a foreign currency conversion rate selected by the User’s Payment Method provider. The  User’s Payment Method provider may also charge fees directly to the Payment Method even when no  currency conversion is involved. The User’s authorization of a payment using a foreign currency  conversion rate displayed on the Site is at the User’s sole risk. QWQER, Stripe or its Affiliates, are not  responsible for currency fluctuations that occur when billing or crediting a Payment Method  denominated in a currency other than U.S. Dollars. QWQER, Stripe or its Affiliates, are not responsible  for currency fluctuations that occur when receiving or sending payments to and from the designated  Customer or Driver account. 

7. NON-CIRCUMVENTION 

Section 7 discusses your agreement to make and receive payments only through QWQER for two years  from the date you first meet your Customer or Driver on the Site, unless you pay an Opt-Out-Fee, as  detailed below. 

7.1 MAKING PAYMENTS THROUGH QWQER 

You acknowledge and agree that a substantial portion of the compensation QWQER receives for making  the Site available to you is collected through the Service Fee described in Section 5.1. QWQER only  receives this Service Fee when a Customer and a Driver pay and receive payment through the Site.  Therefore, for 24 months from the time you identify or are identified by any party through the Site (the  “Non-Circumvention Period”), you agree to use the Site as your exclusive method to request, make,  and receive all payments for work directly or indirectly with that party or arising out of your relationship  with that party (the “QWQER Relationship”). For the avoidance of doubt, if you, or the business you  represent, did not identify and were not identified by another party through the Site, such as if you and  another User worked together before meeting on the Site, then the Non-Circumvention Period does not  apply. If you use the Site as an employee, agent, or representative of another business, then the Non Circumvention Period applies to you and other employees, agents, or representatives of the business  when acting in that capacity with respect to the other User. 

Except if you pay the Opt-Out Fee (see Section 7.2), you agree not to circumvent the Payment Methods  offered by the Site. By way of illustration and not in limitation of the foregoing, you agree not to: 

• Submit proposals or solicit parties identified through the Site to contract, hire, work  with, or pay outside the Site. 
• Accept proposals or solicit parties identified through the Site to contract, invoice, or  receive payment outside the Site. 
• Invoice or report on the Site or in an Opt-Out Fee request an invoice or payment  amount lower than that actually agreed between Users. 
• Refer a User you identified on the Site to a third-party who is not a User of the Site for  purposes of making or receiving payments off the Site. 

You agree to notify QWQER immediately if a person suggests to you making or receiving payments  outside of the Site in violation of this Section 7.1. If you are aware of a breach or potential breach of this  non-circumvention agreement, please submit a confidential report to QWQER by sending an email  message to: casupport@qwqer.com. 

If you refuse to accept any new version of the Terms of Service or elect not to comply with certain  conditions of using the Site, such as minimum rates supported on the Site, and therefore choose to 

cease using the Site, you may pay the Opt-Out Fee for each other User you wish to continue working  with on whatever terms you agree after you cease using the Site. 

7.2 OPTING OUT  

You may opt-out of the obligation in Section 7.1 with respect to each QWQER Relationship only if the  Customer or prospective Customer or Driver pays QWQER an opt-out fee for each such relationship (the  “Opt-Out Fee”). 

The Opt-Out Fee is computed as follows: 

(a) interest at the rate of 18% per annum or the maximum rate permitted by applicable law,  whichever is less, on the amount calculated in (b), from the date Customer first makes payment to the  subject Driver until the date the Opt-Out Fee is paid; and 

(b) the greater of: 

(i) $3,500; or 

(ii) 25% of the anticipated annualized salary or wages for one year if the Customer offers  Driver employment directly; or 

(iii) all Service Fees that would be earned by QWQER from the QWQER Relationship  during the Non-Circumvention Period, computed based on the annualized amount earned by  Driver from Customer during the most recent normalized 8-week period, or during such shorter  period as data is available to QWQER; 

(iv) provided, however, that if the amount in (ii) and (iii) cannot be ascertained due to  uncertainty or lack of sufficient information, then QWQER and you agree that fee shall be $3,500;  if only one of (ii) or (iii) can be ascertained, then QWQER and you agree that amount shall be  used if it is greater than $3,500. 

To pay the Opt-Out Fee, you must request instructions by sending an email message  to supportus@QWQER.com. 

If QWQER determines, in its sole discretion, that you have violated Section 7, QWQER or its Affiliates  may, to the maximum extent permitted by law (x) charge your Payment Method the Opt-Out Fee  (including interest) if permitted by law or send you an invoice for the Opt-Out Fee (including interest),  which you agree to pay within 30 days, (y) close your Account and revoke your authorization to use the  Site and Site Services, and/or (z) charge you for all losses and costs (including any and all time of  QWQER’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such  breach and collecting such fees. 

8. RECORDS OF COMPLIANCE 

Section 8 discusses your agreement to make and keep all required records, as detailed below.  

Users will each (a) create and maintain records to document satisfaction of their respective obligations  under this Agreement, including, without limitation, their respective payment obligations and compliance  with tax and employment laws, and (b) provide copies of such records to QWQER upon request. Nothing  in this subsection requires or will be construed as requiring QWQER to supervise or monitor a User’s  compliance with this Agreement, the other Terms of Service, or a Service Contract. You are solely  responsible for creation, storage, and backup of your business records. This Agreement and any  registration for or subsequent use of the Site will not be construed as creating any responsibility on  QWQER’s part to store, backup, retain, or grant access to any information or data for any period. 

9. WARRANTY DISCLAIMER

Section 9 discusses your agreement and understanding that the Site and Site Services may not always  be available or work perfectly, as detailed below.  

YOU AGREE NOT TO RELY ON THE SITE, THE SITE SERVICES, ANY INFORMATION ON THE SITE OR  THE CONTINUATION OF THE SITE. THE SITE AND THE SITE SERVICES ARE PROVIDED “AS IS” AND  ON AN “AS AVAILABLE” BASIS. QWQER MAKES NO REPRESENTATIONS OR WARRANTIES WITH  REGARD TO THE SITE, THE SITE SERVICES, WORK PRODUCT, OR ANY ACTIVITIES OR ITEMS  RELATED TO THIS AGREEMENT OR THE TERMS OF SERVICE. TO THE MAXIMUM EXTENT  PERMITTED BY APPLICABLE LAW, QWQER DISCLAIMS ALL EXPRESS AND IMPLIED CONDITIONS,  REPRESENTATIONS, AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF  MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW FOR ALL OF THE FOREGOING  LIMITATIONS ON WARRANTIES, SO TO THAT EXTENT, SOME OR ALL OF THE ABOVE LIMITATIONS  MAY NOT APPLY TO YOU. SECTION 14 (TERM AND TERMINATION) STATES USER’S SOLE AND  EXCLUSIVE REMEDY AGAINST QWQER WITH RESPECT TO ANY DEFECTS, NON-CONFORMANCES,  OR DISSATISFACTION. 

10. LIMITATION OF LIABILITY 

Section 10 discusses your agreement that QWQER usually will not have to pay you damages relating to  your use of the Site and Site Services and, if it is, at most it will be required to pay you $2,500, as  detailed below.  

QWQER is not liable, and you agree not to hold us responsible, for any damages or losses arising out of  or in connection with the Terms of Service, including, but not limited to: 

• your use of or your inability to use our Site or Site Services; 
• delays or disruptions in our Site or Site Services; 
• viruses or other malicious software obtained by accessing, or linking to, our Site or Site  Services; 
• glitches, bugs, errors, or inaccuracies of any kind in our Site or Site Services; ● damage to your hardware device from the use of the Site or Site Services; 
• the content, actions, or inactions of third parties’ use of the Site or Site Services; ● a suspension or other action taken with respect to your Account; 
• your reliance on the quality, accuracy, or reliability of job postings, Profiles, ratings,  recommendations, and feedback (including their content, order, and display),  

Composite Information, or metrics found on, used on, or made available through the  Site; and 

• your need to modify practices, content, or behavior or your loss of or inability to do  business, as a result of changes to the Terms of Service. 

ADDITIONALLY, IN NO EVENT WILL QWQER, OUR AFFILIATES, OUR LICENSORS, OR OUR THIRD PARTY SERVICE PROVIDERS BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL,  PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES, INCLUDING, BUT NOT LIMITED TO,  LITIGATION COSTS, INSTALLATION AND REMOVAL COSTS, OR LOSS OF DATA, PRODUCTION,  PROFIT, OR BUSINESS OPPORTUNITIES. THE LIABILITY OF QWQER, OUR AFFILIATES, OUR  LICENSORS, AND OUR THIRD-PARTY SERVICE PROVIDERS TO ANY USER FOR ANY CLAIM ARISING  OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE WILL  NOT EXCEED THE LESSER OF: (A) $2,500; OR (B) ANY FEES RETAINED BY QWQER WITH RESPECT 

TO SERVICE CONTRACTS ON WHICH USER WAS INVOLVED AS CUSTOMER OR DRIVER DURING  THE SIX-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. THESE LIMITATIONS WILL APPLY  TO ANY LIABILITY, ARISING FROM ANY CAUSE OF ACTION WHATSOEVER ARISING OUT OF OR IN  CONNECTION WITH THIS AGREEMENT OR THE OTHER TERMS OF SERVICE, WHETHER IN  CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED  OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES AND EVEN IF THE LIMITED REMEDIES  PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES AND JURISDICTIONS DO  NOT ALLOW FOR ALL OF THE FOREGOING EXCLUSIONS AND LIMITATIONS, SO TO THAT EXTENT,  SOME OR ALL OF THESE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. 

11. RELEASE 

Section 11 discusses your agreement not to hold us responsible for any dispute you may have with  another User, as detailed below.  

In addition to the recognition that QWQER is not a party to any contract between Users, you hereby  release QWQER, our Affiliates, and our respective members, officers, directors, agents, subsidiaries,  joint ventures, employees and service providers from claims, demands, and damages (actual and  consequential) of every kind and nature, known and unknown, arising out of or in any way connected  with any dispute you have with another User, whether it be at law or in equity that exist as of the time  you enter into this agreement. This release includes, for example and without limitation, any disputes  regarding the performance, functions, and quality of the Driver Services provided to Customer by a  Driver and requests for refunds based upon disputes. Procedures regarding the handling of certain  disputes between Users are discussed in the Stripe Payment Instructions. 

TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL  CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH  SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES  NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE  RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER  SETTLEMENT WITH THE DEBTOR.”  

This release will not apply to a claim that QWQER failed to meet our obligations under the Terms of  Service. 

12. INDEMNIFICATION 

Section 12 discusses your agreement to pay for any costs or losses we have as a result of a claim  brought against us related to your use of the Site or Site Services or your illegal or harmful conduct, as  detailed below.  

You will indemnify, defend, and hold harmless QWQER, our Affiliates, and our respective directors,  officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified  Claims (defined below) and Indemnified Liabilities (defined below) relating to or arising out of: (a) the use  of the Site and the Site Services by you or your agents, including any payment obligations or default  (described in Section 6.4 (Non-Payment)) incurred through use of the Site Services; (b) any Service  Contract entered into by you or your agents, including, but not limited to, the classification of a Driver as  an independent contractor; the classification of QWQER as an employer or joint employer of Driver; any  employment-related claims, such as those relating to employment termination, employment  discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation,  overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits,  unemployment benefits, or any other employee benefits; (c) failure to comply with the Terms of Service  by you or your agents; (d) failure to comply with applicable law by you or your agents; (e) negligence, 

willful misconduct, or fraud by you or your agents; and (f) defamation, libel, violation of privacy rights,  unfair competition, or infringement of Intellectual Property Rights or allegations thereof to the extent  caused by you or your agents. For purposes of this Section 12, your agents include any person who has  apparent authority to access or use your account demonstrated by using your username and password. “Indemnified Claim” means any and all claims, damages, liabilities, costs, losses, and expenses  (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any  claim, suit, proceeding, demand, or action brought by you or a third party or other User against an  Indemnified Party. 

“Indemnified Liability” means any and all claims, damages, liabilities, costs, losses, and expenses  (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any  claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party  or other User. 

13. AGREEMENT TERM AND TERMINATION 

Section 13 discusses your and QWQER’s agreement about when and how long this Agreement will last,  when and how either you or QWQER can end this Agreement, and what happens if either of us ends the  Agreement, as detailed below. 

13.1 TERMINATION 

Unless both you and QWQER expressly agree otherwise in writing, either of us may terminate this  Agreement in our sole discretion, at any time, without explanation, upon written notice to the other,  which will result in the termination of the other Terms of Service as well, except as otherwise provided  herein. You may provide written notice to casupport@qwqer.com. In the event you properly terminate  

this Agreement, your right to use the Site and Site Services is automatically revoked, and your Account  will be closed. QWQER is not a party to any Service Contract between Users. Consequently, User  understands and acknowledges that termination of this Agreement (or attempt to terminate this  Agreement) does not terminate or otherwise impact any Service Contract or Delivery entered into  between Users. If you attempt to terminate this Agreement while having one or more open Deliveries,  you agree (a) you hereby instruct QWQER to close any open contracts; (b) you will continue to be bound  by this Agreement and the other Terms of Service until all such Deliveries have closed on the Site; (c)  QWQER will continue to perform those Site Services necessary to complete any open Delivery or related  transaction between you and another User; and (d) you will continue to be obligated to pay any amounts  accrued but unpaid as of the date of termination or as of the closure of any open Service Contracts,  whichever is later, to QWQER for any Site Services or such other amounts owed under the Terms of  Service and to any Drivers for any Driver Services. 

Without limiting QWQER’s other rights or remedies, we may, but are not obligated to, temporarily or  indefinitely revoke access to the Site or Site Services, deny your registration, or permanently revoke your  access to the Site and refuse to provide any or all Site Services to you if: (i) you breach the letter or spirit  of any terms and conditions of this Agreement or any other provisions of the Terms of Service; (ii) we  suspect or become aware that you have provided false or misleading information to us; or (iii) we believe,  in our sole discretion, that your actions may cause legal liability for you, our Users, or QWQER or our  Affiliates; may be contrary to the interests of the Site or the User community; or may involve illicit or  illegal activity. If your Account is temporarily or permanently closed, you may not use the Site under the  same Account or a different Account or reregister under a new Account without QWQER’s prior written  consent. If you attempt to use the Site under a different Account, we reserve the right to reclaim  available funds in that Account and/or use an available Payment Method to pay for any amounts owed  by you to the extent permitted by applicable law. 

You acknowledge and agree that the value, reputation, and goodwill of the Site depend on transparency  of User’s Account status to all Users, including both yourself and other Users who have entered into 

Service Contracts with you. You therefore agree as follows: IF QWQER DECIDES TO TEMPORARILY  OR PERMANENTLY CLOSE YOUR ACCOUNT, QWQER HAS THE RIGHT WHERE ALLOWED BY  LAW BUT NOT THE OBLIGATION TO: (A) NOTIFY OTHER USERS THAT HAVE ENTERED INTO  SERVICE CONTRACTS WITH YOU TO INFORM THEM OF YOUR CLOSED ACCOUNT STATUS, (B)  PROVIDE THOSE USERS WITH A SUMMARY OF THE REASONS FOR YOUR ACCOUNT CLOSURE.  YOU AGREE THAT QWQER WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO ANY  NOTICE THAT IT MAY PROVIDE TO ANY USER REGARDING CLOSED ACCOUNT STATUS OR THE  REASON(S) FOR THE CLOSURE.  

13.2 ACCOUNT DATA ON CLOSURE  

Except as otherwise required by law, if your Account is closed for any reason, you will no longer have  access to data, messages, files, or other material you keep on the Site and that that any closure of your  Account may involve deletion of any content stored in your Account for which QWQER will have no  liability whatsoever. QWQER, in its sole discretion and as permitted or required by law, may retain some  or all of your Account information. 

13.3 SURVIVAL  

After this Agreement terminates, the terms of this Agreement and the other Terms of Service that  expressly or by their nature contemplate performance after this Agreement terminates or expires will  survive and continue in full force and effect. For example, the provisions requiring arbitration, permitting  audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees,  reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or  observance after this Agreement terminates. Without limiting any other provisions of the Terms of  Service, the termination of this Agreement for any reason will not release you or QWQER from any  obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any  act or omission prior to such termination. 

14. DISPUTES BETWEEN YOU AND QWQER 

Section 14 discusses your agreement with QWQER and our agreement with you about how we will  resolve any disputes, including that we will both first try to resolve any dispute informally and, if you are in  the United States, that we both agree to use arbitration instead of going to court or using a jury if we  can’t resolve the dispute informally, as detailed below.  

14.1 DISPUTE PROCESS, ARBITRATION, AND SCOPE  

If a dispute arises between you and QWQER or our Affiliates, our goal is to resolve the dispute quickly  and cost-effectively. Accordingly, unless you opt out as provided in Section 14.4.4 below, you, QWQER,  and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this  Agreement, the other Terms of Service, your relationship with QWQER (including without limitation any  claimed employment with QWQER or one of our Affiliates or successors), the termination of your  relationship with QWQER, or the Site Services (each, a “Claim”) in accordance with this Section 14  (sometimes referred to as the “Arbitration Provision”). 

Claims covered by this Arbitration Provision include, but are not limited to, all claims, disputes, or  controversies arising out of or relating to this Agreement, the Terms of Service, any Service Contract,  Stripe payments or agreements, any payments or monies you claim are due to you from QWQER or our  Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection,  privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, 

breaks and rest periods, termination, discrimination, retaliation or harassment and claims arising under  the Defend Trade Secrets Act of 2016, Civil Rights Act of 1964, Rehabilitation Act, Civil Rights Acts of  1866 and 1871, Civil Rights Act of 1991, the Pregnancy Discrimination Act, Americans With Disabilities  Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act,  Employee Retirement Income Security Act (except for claims for employee benefits under any benefit  plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of  1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act,  Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining  Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act,  Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state statutes or  regulations addressing the same or similar subject matters, and all other federal or state legal claims  arising out of or relating to your relationship with QWQER or the termination of that relationship. 

Disputes between the parties that may not be subject to pre-dispute arbitration agreement as provided  by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) or as  provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage  of this Agreement. 

14.2 CHOICE OF LAW  

These Site Terms of Use, the other Terms of Service, and any Claim will be governed by and construed  in accordance with the laws of the State of California, without regard to its conflict of law provisions and  excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG);  provided, however, that any Claims made by any Driver located within the United States will be governed  by the law of the state in which such Driver resides. However, notwithstanding the foregoing sentence,  this Arbitration Provision is governed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.). 

14.3 INFORMAL DISPUTE RESOLUTION  

Before serving a demand for arbitration of a Claim, you and QWQER agree to first notify each other of  the Claim. You agree to notify QWQER of the Claim at Attn: 400 Continental Blvd 6th floor, E Segundo,  CA 90245 or by email to casupport@QWQER.com, and QWQER agrees to provide to you a notice at  

your email address on file (in each case, a “Notice”). You and QWQER then will seek informal voluntary  resolution of the Claim. Any Notice must include pertinent account information, a brief description of the  Claim, and contact information, so that you or QWQER, as applicable, may evaluate the Claim and  attempt to informally resolve the Claim. Both you and QWQER will have 60 days from the date of the  receipt of the Notice to informally resolve the other party’s Claim, which, if successful, will avoid the  need for further action. 

14.4 BINDING ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER  (DOES NOT APPLY TO USERS LOCATED OUTSIDE THE UNITED STATES  AND ITS TERRITORIES) 

This Arbitration Provision applies to all Users except Users located outside of the United States and its  territories. 

In the unlikely event the parties are unable to resolve a Claim within 60 days of the receipt of the  applicable Notice, you, QWQER, and our Affiliates agree to resolve the Claim by final and binding  arbitration before an arbitrator from JAMS, instead of a court or jury. JAMS may be contacted  at http://www.jamsadr.com. 

14.4.A. SCOPE OF ARBITRATION AGREEMENT AND CONDUCT OF ARBITRATION

This Arbitration Provision applies to any Claim (defined above) the parties may have and survives after  your relationship with QWQER ends. Claims covered by this Arbitration Provision include, but are not  limited to, all claims, disputes or controversies arising out of or relating to this Agreement, the Terms of  Service and the QWQER Payroll Agreement. This Arbitration Provision is intended to apply to the  resolution of disputes that otherwise would be resolved in a court of law or before a forum other than  arbitration. If for any reason JAMS will not administer the arbitration, either party may apply to a court of  competent jurisdiction with authority over the location where the arbitration will be conducted for  appointment of a neutral arbitrator. 

Except as otherwise provided herein, arbitration will be conducted in Santa Clara County, California in  accordance with the JAMS Comprehensive Arbitration Rules and Procedures’ Optional Expedited  Arbitration Procedures then in effect. Arbitration of disputes brought by a User that allege a violation of a  consumer protection statute also will be subject to the JAMS Consumer Arbitration Minimum Standards,  and such arbitrations will be conducted in the same state and within 25 miles of where the User is  located. Claims by Drivers that allege employment or worker classification disputes or will be conducted  in the state and within 25 miles of where Driver is located in accordance with the JAMS Employment  Arbitration Rules and Procedures then in effect. The applicable JAMS arbitration rules may be found  at http://www.jamsadr.com or by searching online for “JAMS Comprehensive Arbitration Rules and  Procedures,” “JAMS Employment Arbitration Rules,” or “JAMS Consumer Arbitration Minimum  Standards.” Any dispute regarding the applicability of a particular set of JAMS rules shall be resolved  exclusively by the arbitrator. Any party will have the right to appear at the arbitration by telephone and/or  video rather than in person. 

You and QWQER will follow the applicable JAMS rules with respect to arbitration fees. In any arbitration  under the JAMS Employment Arbitration Rules and Procedures, the Driver will pay JAMS arbitration fees  only to the extent those fees are no greater than the filing or initial appearance fees applicable to court  actions in the jurisdiction where the arbitration will be conducted, with QWQER to make up the  difference, if any. In any arbitration under the JAMS Comprehensive Arbitration Rules and Procedures’  Optional Expedited Arbitration Procedures then in effect in which a User makes a claim under a  consumer protection statute, the User will pay JAMS arbitration fees only to the extent those fees are no  greater than the filing or initial appearance fees applicable to court actions in the jurisdiction where the  arbitration will be conducted, or $250.00, whichever is less, with QWQER to make up the difference, if  any. The arbitrator must follow applicable law and may award only those remedies that would have  applied had the matter been heard in court. Judgment may be entered on the arbitrator’s decision in any  court having jurisdiction. 

This Arbitration Provision does not apply to litigation between QWQER and you that is or was already  pending in a state or federal court or arbitration before the expiration of the opt-out period set forth in  Section 14.4.4, below. Notwithstanding any other provision of this Agreement, no amendment to this  

Arbitration Provision will apply to any matter pending in an arbitration proceeding brought under this  Section 14 unless all parties to that arbitration consent in writing to that amendment. This Arbitration Provision also does not apply to claims for workers compensation, state disability  insurance or unemployment insurance benefits. 

Nothing in this Arbitration Provision prevents you from making a report to or filing a claim or charge with  a government agency, including without limitation the Equal Employment Opportunity Commission, U.S.  Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or  Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the  investigation by a government agency of any report, claim or charge otherwise covered by this  Arbitration Provision. This 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 Arbitration Provision. Nothing in this 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. QWQER will not retaliate against you 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. 

14.4.B. INTERPRETATION AND ENFORCEMENT OF THIS ARBITRATION PROVISION 

This Arbitration Provision is the full and complete agreement relating to the formal resolution of Claims.  Except as otherwise provided in this Arbitration Provision, this Arbitration Provision covers, and the  arbitrator shall have exclusive jurisdiction to decide, all disputes arising out of or relating to the  interpretation, enforcement, or application of this Arbitration Provision, including the enforceability,  revocability, scope, or validity of the Arbitration Provision or any portion of the Arbitration Provision. All  such matters shall be decided by an arbitrator and not by a court. The parties expressly agree that the  arbitrator and not a court will decide any question of whether the parties agreed to arbitrate, including  but not limited to any claim that all or part of this Arbitration Provision, this Agreement, or any other part  of the Terms of Service is void or voidable. 

In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this  Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in subsection C, below,  of this Arbitration Provision is deemed to be unenforceable, you and QWQER agree that this Arbitration  Provision will be enforced to the fullest extent permitted by law. 

14.4.C. CLASS AND COLLECTIVE WAIVER 

Private attorney general representative actions under the California Labor Code are not arbitrable,  not within the scope of this Arbitration Provision and may be maintained in a court of law.  However, this Arbitration Provision affects your ability to participate in class or collective actions.  Both you and QWQER agree to bring any dispute in arbitration on an individual basis only, and not  on a class or collective basis on behalf of others. There will be no right or authority for any dispute  to be brought, heard or arbitrated as a class or collective action, or as a member in any such class  or collective proceeding (“Class Action Waiver”). Notwithstanding any other provision of this  Agreement or the JAMS rules, disputes regarding the enforceability, revocability, scope, or validity  or breach of the Class Action Waiver may be resolved only by a civil court of competent  jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class or  collective action and (2) there is a final judicial determination that all or part of the Class Action  Waiver is unenforceable, the class or collective action to that extent must be litigated in a civil  court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable  shall be enforced in arbitration. You and QWQER agree that you will not be retaliated against,  disciplined or threatened with discipline as a result of your filing or participating in a class or  collective action in any forum. However, QWQER may lawfully seek enforcement of this Arbitration  Provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of  such class or collective actions or claims. 

14.4.D. RIGHT TO OPT OUT OF THE ARBITRATION PROVISION 

You may opt out of the Arbitration Provision contained in this Section 14 by notifying QWQER in  writing within 30 days of the date you first registered for the Site. To opt out, you must send a  written notification to QWQER at Attn: 400 Continental Blvd 6th floor, El Segundo, CA 90245 that  includes (a) your Account username, (b) your name, (c) your address, (d) your telephone number, (e) your  email address, and (f) a statement indicating that you wish to opt out of the Arbitration Provision.  Alternatively, you may send this written notification to casupport@qwqer.com. Opting out of this  

Arbitration Provision will not affect any other terms of this Agreement. 

If you do not opt out as provided in this Section 14.4.4, continuing your relationship with QWQER  constitutes mutual acceptance of the terms of this Arbitration Provision by you and QWQER. You have  the right to consult with counsel of your choice concerning this Agreement and the Arbitration Provision.

14.4.E. Enforcement of this Arbitration Provision.  

This Arbitration Provision replaces all prior agreements regarding the arbitration of disputes and is the  full and complete agreement relating to the formal resolution of disputes covered by this Arbitration  Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder  of this Arbitration Provision will be enforceable. If any portion of the Class Action Waiver in Section  14.4.3, above, is deemed to be unenforceable, you and QWQER agree that this Arbitration Provision will  be enforced to the fullest extent permitted by law. 

15. GENERAL 

Section 15 discusses additional terms of the agreement between you and QWQER, including that the  Terms of Service contain our full agreement, how the agreement will be interpreted and applied, and your  agreement not to access the Site from certain locations, as detailed below.  

15.1 ENTIRE AGREEMENT 

This Agreement, together with the other Terms of Service, sets forth the entire agreement and  understanding between you and QWQER relating to the subject matter hereof and thereof and cancels  and supersedes any prior or contemporaneous discussions, agreements, representations, warranties,  and other communications between you and us, written or oral, to the extent they relate in any way to  the subject matter hereof and thereof. The section headings in the Terms of Service are included for ease  of reference only and have no binding effect. Even though QWQER drafted the Terms of Service, you  represent that you had ample time to review and decide whether to agree to the Terms of Service. If an  ambiguity or question of intent or interpretation of the Terms of Service arises, no presumption or burden  of proof will arise favoring or disfavoring you or QWQER because of the authorship of any provision of  the Terms of Service. 

15.2 MODIFICATIONS; WAIVER 

No modification or amendment to the Terms of Service will be binding upon QWQER unless in a written  instrument signed by a duly authorized representative of QWQER or posted on the Site by QWQER. Our  failure to act with respect to a breach by you or others does not waive our right to act with respect to  subsequent or similar breaches. We do not guarantee we will take action against all breaches of this  User Agreement. 

15.3 ASSIGNABILITY 

User may not assign the Terms of Service, or any of its rights or obligations hereunder, without QWQER’s  prior written consent in the form of a written instrument signed by a duly authorized representative of  QWQER. QWQER may freely assign this Agreement and the other Terms of Service without User’s  consent. Any attempted assignment or transfer in violation of this subsection will be null and void.  Subject to the foregoing restrictions, the Terms of Service are binding upon and will inure to the benefit  of the successors, heirs, and permitted assigns of the parties. 

15.4 SEVERABILITY 

If and to the extent any provision of this Agreement or the other Terms of Service is held illegal, invalid,  or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be  ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality,  invalidity, or unenforceability and will be deemed modified to the extent necessary to conform to  applicable law so as to give the maximum effect to the intent of the parties. The illegality, invalidity, or  unenforceability of such provision in that jurisdiction will not in any way affect the legality, validity, or  enforceability of such provision in any other jurisdiction or of any other provision in any jurisdiction. 

15.5 FORCE MAJEURE

The parties to this Agreement will not be responsible for the failure to perform or any delay in  performance of any obligation hereunder for a reasonable period due to labor disturbances, accidents,  fires, floods, telecommunications or Internet failures, strikes, wars, riots, rebellions, blockades, acts of  government, governmental requirements and regulations or restrictions imposed by law or any other  similar conditions beyond the reasonable control of such party. 

15.6 PREVAILING LANGUAGE AND LOCATION 

The English language version of the Terms of Service will be controlling in all respects and will prevail in  case of any inconsistencies with translated versions, if any. The Site is controlled and operated from our  facilities in the United States. 

15.7 ACCESS OF THE SITE OUTSIDE THE UNITED STATES QWQER makes no representations that the Site is appropriate or available for use outside of the United  States. Those who access or use the Site from other jurisdictions do so at their own risk and are entirely  responsible for compliance with all applicable foreign, United States, state, and local laws and  regulations, including, but not limited to, export and import regulations, including the Export  Administration Regulations maintained by the United States Department of Commerce and the sanctions  programs maintained by the Department of the Treasury Office of Foreign Assets Control. You must not  directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or  service to any end user without obtaining any and all required authorizations from the appropriate  government authorities. You also warrant that you are not prohibited from receiving U.S. origin products,  including services or software. 

In order to access or use the Site or Site Services, you must and hereby represent that you are not: (a) a  citizen or resident of a geographic area in which access to or use of the Site or Site Services is  prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of,  or located in, a geographic area that is subject to U.S. or other sovereign country sanctions or  embargoes; or (c) an individual, or an individual employed by or associated with an entity, identified on  the U.S. Department of Commerce Denied Persons or Entity List, the U.S. Department of Treasury  Specially Designated Nationals or Blocked Persons Lists, or the U.S. Department of State Debarred  Parties List or otherwise ineligible to receive items subject to U.S. export control laws and regulations or  other economic sanction rules of any sovereign nation. You agree that if your country of residence or  other circumstances change such that the above representations are no longer accurate, that you will  immediately cease using the Site and Site Services and your license to use the Site or Site Services will  be immediately revoked. 

15.8 CONSENT TO USE ELECTRONIC RECORDS 

In connection with the Site Terms of Use, you may be entitled to receive certain records from QWQER or  our Affiliates, such as contracts, notices, and communications, in writing. To facilitate your use of the  Site and the Site Services, you give us permission to provide these records to you electronically instead  of in paper form. 

16. DEFINITIONS 

Section 16 gives you some definitions of capitalized terms that appear in the Terms of Service but other  capitalized terms are defined above, which you can tell because the term is put in quotation marks and  bold font.  

Capitalized terms not defined below or above have the meanings described in the Site Terms of Use or  elsewhere in the Terms of Service.

“Confidential Information” means any material or information provided to, or created by, a User to  evaluate a Delivery or the suitability of another User for the Delivery, regardless of whether the  information is in tangible, electronic, verbal, graphic, visual, or other form. Confidential Information does  not include material or information that is known to the public or that: (a) is generally known by third  parties as a result of no act or omission of Driver or Customer; (b) subsequent to disclosure hereunder,  was lawfully received without restriction on disclosure from a third party having the right to disseminate  the information; (c) was already known by User prior to receiving it from the other party and was not  received from a third party in breach of that third party’s obligations of confidentiality; or (d) was  independently developed by User without use of another person’s Confidential Information. 

“Stripe Payment” means any payment to Driver initiated by Customer, processed by Stripe or Stripe  affiliate. 

“Mileage-Based Contract” means a Service Contract for which Customer is charged a fee agreed  between a Customer and a Driver, prior to the commencement of a Service Contract, for the completion  of all Driver Services contracted by Customer for such Service Contract, such fee to be based on total  amount of miles required for the contracted Delivery. 

“Driver Fees” means: (a) the mileage compensation rate agreed between a Customer and a Driver; and  (b) any bonuses or other payments made by a Customer to a Driver. 

“Driver Services” means all services performed for or delivered to Customers by Drivers. The term “including” as used herein means including without limitation. 

“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights,  rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other  intellectual property rights as may now exist or hereafter come into existence, and all applications  therefore and registrations, renewals and extensions thereof, under the laws of any state, country,  territory or other jurisdiction. 

“Payment Method” means a valid credit card issued by a bank acceptable to QWQER, a bank account  linked to your Account, a PayPal account, a debit card, or such other method of payment as QWQER  may accept from time to time in our sole discretion. 

“Delivery” means an engagement for Driver Services that a Driver provides to a Customer under a  Service Contract on the Site. 

“Service Contract” means, as applicable, (a) the contractual provisions between a Customer and a  Driver governing the Driver Services to be performed by a Driver for Customer for a Delivery; (b) a Direct  Contract as defined in the QWQER Direct Contract Terms; or (c) if you use QWQER Payroll, the  contractual provisions between Driver and the Staffing Provider for the provision of services to  Customer, if any. 

“Substantial Change” means a change to the terms of the Terms of Service that reduces your rights or  increases your responsibilities. 

“QWQER App” means the online platform accessed using QWQER’s downloaded application or other  software that enables time tracking and invoicing, chat, and screenshot sharing with other Users.