Date: Jan. 3, 2024
IMPORTANT NOTICE: Please review this document attentively as it significantly impacts your legal rights. By accepting this agreement, you acknowledge your understanding and complete agreement to all its terms, including the arbitration clause (Sec 6.3). This clause mandates the resolution of disputes on an individual basis, to the fullest extent permitted by law, through final and binding arbitration.
This document (hereafter referred to as the "Agreement") is a formal understanding between you, the "Driver" or “you”, an independent entity in the delivery service business, and Huespace, Inc. (d.b.a. "Aroom"). References to "Party" or "Parties" in this Agreement pertain individually to either Driver or Aroom and collectively to both. This Agreement becomes effective on the date you accept it, irrespective of your eligibility or actual use of the Aroom application, website, and technology platform (collectively, "Aroom Platform" or "Platform") for providing delivery services to customers or any delivery services arranged or brokered by Aroom's customer service or operations staff. Acceptance of this Agreement by the Driver, if not previously acknowledged, is automatically assumed upon the earlier of: (a) setting up a driver account on the Aroom Platform; or (b) performing any delivery services for customers via the Aroom Platform or through Aroom's customer service or operations arrangements, unless such services are conducted under employment or a separate contract with an independent carrier in a Carrier/Broker Agreement with Aroom. This Agreement concludes on the termination date specified in Section 7.
Moreover, you confirm your understanding and voluntary acceptance of the Aroom Terms of Service and Privacy Policy, which, except for any direct conflicts with this Agreement's terms (where this Agreement's terms will prevail), regulate your relationship with Aroom, your use of the Aroom Platform, and your performance of delivery services.
Both Aroom and the Driver mutually agree to the following terms in consideration of their shared promises and other valuable considerations:
1.1 Our Relationship
The Parties acknowledge that this Agreement is between two independently owned and operated businesses. It's intended to establish a business-to-business relationship, not an employment, agency, joint venture, or partnership relationship. Neither Party has the authority to bind the other except as specifically stated in this Agreement.
1.2 Purpose of this Agreement
This Agreement, excluding the Aroom Terms of Service and Privacy Policy (where Aroom is a third-party beneficiary), governs the entire relationship between Aroom and the Driver and sets forth their respective rights and duties regarding delivery opportunities offered through the Platform or by Aroom staff (“Delivery Opportunities”). Except as specified in Section 7 (Term and Termination), nothing herein obligates the Driver to use the Platform, accept, or perform any offered delivery services during the Agreement's term, nor guarantees any specific volume of deliveries or revenue from the Platform. However, if the Driver agrees to or accepts services for any offered Delivery Opportunity on the Platform or through Aroom staff, cancellation of such services is only permissible as outlined in Section 5.2.6.
1.3 Modifications
Aroom may modify this Agreement and related policies or documents occasionally. Such changes become binding upon your acceptance. Continued use of the Platform or performance of services after Aroom posts updated versions on its website (www.aroom.io), user applications, or notifies you otherwise, implies your acceptance of these changes. Regular review of the Aroom website and user applications for updates is your responsibility. Any alterations to Driver compensation will adhere to Section 3's terms.
Who We Are
Aroom owns and operates the Aroom Platform. It offers delivery services to customers and opportunities for licensed and qualified drivers, couriers, and motor carrier companies ("Carriers") to perform deliveries requested by customers.
As a service provider, you affirm each time you perform these services that you are independently licensed and qualified to do so.
Our Commitments
3.1 Facilitating Your Payment
3.1.1 You will be compensated for each completed delivery per the Platform's listed amount at the time of acceptance or as agreed in writing, unless disputed in good faith by Aroom and subject to this Agreement and other relevant agreements. Aroom can alter payment rates at its discretion. Continued use of the Platform or performance under this Agreement implies consent to current payment rates. Aroom may offer additional incentives for specific deliveries, which you can freely accept, reject, or ignore. Cancellation of accepted or agreed services must follow Section 5.2.6 guidelines.
3.1.2 Unless otherwise agreed or disputed in good faith, and subject to this Agreement's limitations, Aroom will transfer payment for each completed Delivery via direct deposit within seven (7) days post-completion and acceptance on the Platform. Full completion of the Delivery, including submission of required delivery documents, is a precondition for payment. You are responsible for any applicable processing fees, which Aroom may deduct from the payment, unless waived by Aroom.
3.1.3 Payment processing will be done through Stripe. By being a Driver, you acknowledge your understanding and agreement to the Stripe Connected Account Agreement and Stripe Service Agreement, both incorporated here by reference.
3.2 Tax Compliance
If you earn the IRS-defined minimum annual income, Aroom will report payments using an IRS Form 1099. You are responsible for reporting these payments to relevant tax authorities.
3.3 Communication
3.3.1 Aroom may contact you via email, phone, SMS, push notifications, or similar means, including for marketing purposes where legal. You understand and agree that Aroom sends important delivery-related information, including fees and account updates, via these methods, making their acceptance essential for providing delivery services.
3.3.2 SMS and push communications may cover operational updates, delivery details, industry news, account verification, and, with your consent, marketing promotions. Standard message and data rates apply.
To opt out of marketing emails, follow the unsubscribe instructions in the email. Opting out does not exempt you from transactional or account-related emails from Aroom. To opt out of marketing texts, text "STOP" in response to a marketing message. Consent to marketing texts or calls is not a condition of providing services through the Platform.
Your Independent Status
4.1 Asserting Your Independence
4.1.1 You affirm your status as an independent delivery service provider, available to the general public, and authorized to perform the deliveries outlined in this Agreement. You possess all necessary equipment to conduct these deliveries lawfully. This Agreement grants you access to the Aroom Platform and Delivery Opportunities. You understand that delivery services performed under this Agreement are not as an employee of Aroom or its Customers. You have the liberty to choose when to use the Platform, accept, reject, or ignore Delivery Opportunities, and control the manner and means of completing deliveries, subject to this Agreement and the Aroom Terms of Service.
4.1.2 As an independent service provider, you retain the right to work for others and promote yourself as such. This Agreement does not restrict you from engaging in similar arrangements or working with Aroom's competitors, except for non-circumvention obligations under the Aroom Terms of Service. You may use other online platforms concurrently with the Aroom Platform, provided it doesn't hinder your delivery performance, and adhere to Section 4.2.2.
4.1.3 You are not obligated to purchase or lease any products, equipment, or services from Aroom or its affiliates as a condition of this Agreement.
4.1.4 You are not required to use the Aroom Platform or accept any Delivery Opportunities offered by Aroom. You may discontinue using the Platform at any time without notice to Aroom, except for specific Delivery Opportunities already accepted.
4.1.5 You declare that you have the legal capacity and authority to enter and uphold this Agreement.
4.2 Self-Equipping, Management, and Insurance
4.2.1 Equipment and Expenses
(a) You confirm ownership or a transferable interest in all necessary equipment, including vehicles, and a compatible mobile device for the Aroom app. You are responsible for maintaining your vehicle in compliance with safety and operational laws and bearing all delivery-related costs and risks.
(b) You are accountable for all costs associated with your delivery services, including traffic fines, tolls, parking fees, inspections, and other related expenses. Except as legally required, you assume all risks of loss or damage to your equipment.
4.2.2 Insurance Requirements
You must maintain appropriate insurance coverage as required by law, including vehicle insurance, at your own expense throughout this Agreement. Failure to maintain satisfactory insurance is considered a material breach of this Agreement.
4.2.2.1 Workers' Compensation/Occupational Accident Insurance. You acknowledge that workers' compensation benefits are not available through Aroom and are responsible for your own workers' compensation or occupational accident insurance. You may be covered
4.2.2.2. Coverage Communication: The Driver must provide Aroom, when asked, with up-to-date insurance proof such as certificates, cards, or other acceptable documents. Aroom has the right to accept these based on its judgment. Driver’s insurance should be from providers rated “A” by A.M. Best or similar, as deemed fit by Aroom. The Driver is obliged to update these documents whenever there's a change in their insurance policy. Also, the Driver must inform Aroom at least 30 days in advance before canceling any required insurance policy. This Agreement implies that Aroom is an additional insured on the Driver's vehicle insurance, and Aroom may request proof of this.
4.2.3. Assistance in Deliveries: The Driver will personally handle all deliveries but may employ or subcontract others (“Driver Subcontractor”) as permitted by law and this Agreement. Any Driver Subcontractor must agree to this Agreement’s terms, Aroom’s policies, and must be approved to receive Delivery Opportunities on the Aroom Platform. The Driver is fully responsible for managing and compensating any Driver Subcontractor, including all taxes and contributions related to their employment under this Agreement.
4.2.4. Declarations and Pledges: The Driver’s declarations and pledges as a “Deliverer” in Section 13.2 of the Aroom Terms of Service are part of this Agreement.
4.3. Independent Contractor Status: The Driver, as a delivery service provider on the Aroom Platform, recognizes their independent contractor relationship with Aroom. This Agreement does not establish an employment, joint venture, franchisor-franchisee, partnership, or agency relationship. Aroom and its affiliates are not responsible for payments, benefits, or taxes related to any Driver Subcontractor. The Driver and any Driver Subcontractor are not entitled to any Aroom employee benefits. Aroom is not obligated to withhold any taxes for the Driver or Driver Subcontractor unless legally required. The Agreement’s clauses that grant Aroom ultimate authority are for legal compliance and delivery safety.
5. Driver Responsibilities
5.1. Delivery Tasks
5.1.1. The Platform, along with Aroom's customer service or operations teams, will periodically offer the Driver delivery tasks requested by Customers ("Delivery Opportunity"). The Platform may allow automatic acceptance or set preferences for certain Delivery Opportunities. Upon accepting a Delivery Opportunity ("Delivery"), the Driver commits to fulfilling it for the respective Customer according to this Agreement and any Customer-specific requirements. The Driver acknowledges that the content and parameters of each Delivery are set by the Customer, not Aroom or its affiliates, indicating the desired outcome rather than the method of completion.
5.1.2. Aroom reserves the right to select which Delivery Opportunities to present to the Driver, who in turn has the freedom to choose which to accept.
5.1.3. By accepting a Delivery Opportunity, the Driver is contractually obligated to complete the Delivery as per this Agreement, Aroom’s Terms of Service, and any specific instructions from the Customer. Deliveries accepted by the Driver fall under Aroom's Operating Authority, empowering the Driver to commit Aroom to these services. However, this clause doesn’t grant Customers any third-party beneficiary rights.
5.1.4. Accepting a Delivery Opportunity with special requirements, as outlined in Section 12.3 of Aroom's Terms of Service, means the Driver confirms they possess the necessary skills, licenses, and qualifications, and will adhere to all relevant laws. The Driver is solely responsible for lawful delivery execution and bears any associated indemnity obligations.
5.1.5. Failure to fully execute a Delivery Opportunity ("Service Failure") empowers Aroom to recover any related costs from the Driver, who also bears indemnification responsibilities. Service Failures include cancellations, non-compliance with Customer specifications, or not fulfilling this Agreement's terms. Disputes over Service Failures are resolved under the "Payment Disputes" section.
5.1.6. The Driver must promptly report any accidents or incidents during Deliveries to Aroom and cooperate fully, providing all requested information.
5.1.7. If a Delivery is canceled by the Customer or deemed unfeasible by the Driver, the Driver must immediately inform Aroom and return the shipment to its origin.
5.1.8. Drivers can cancel or reject Delivery Opportunities following Aroom's policies or Customer specifications. Absence of such guidelines requires cancellation within five minutes to avoid Service Failure classification. Any Service Failure must be immediately reported to Aroom.
5.2. Delivery Service Standards
5.2.1. The Driver ensures all delivered items remain uncontaminated, untampered with, and meet Customer specifications or are in their original condition.
5.2.2. Deliveries must be executed timely, efficiently, safely, and lawfully. This includes managing and reporting necessary documentation to Aroom. While adhering to Aroom’s safety standards, the Driver retains autonomy over the execution methods.
5.2.3. Aroom does not supervise or dictate the Driver's method for completing Deliveries. The Driver is responsible for choosing the most effective, efficient, and safe delivery methods.
5.2.4. The Driver must pass a background check, including MVR and criminal records, to access Delivery Opportunities. Certain Deliveries may require drug testing. Periodic background checks may be conducted at Aroom's discretion.
5.2.5. Drivers are limited to 12 hours of service in any 24-hour period, requiring a 6-hour break before resuming.
5.2.6. The Driver must acknowledge and adhere to Aroom's Sexual Harassment Policy.
5.2.7. Confidentiality
5.2.7.1. The Driver may access Aroom’s Confidential Information and must use it solely for Deliveries without disclosing it to third parties, returning or destroying it upon request or Agreement termination.
5.2.7.2. Confidential Information remains Aroom’s property and is limited to Delivery-related use. Unauthorized disclosure is prohibited.
5.2.7.3. Exclusions to Confidential Information apply if it’s public knowledge, previously known to the Driver, or received from a third party without confidentiality restrictions.
6. Resolving Issues
6.1. Payment Disputes
6.1.1. Service Failures may lead to partial or total forfeiture of the Driver's payment, determined by Aroom and disputable by the Driver.
6.1.2. Aroom must rectify any payment errors upon notification, with the Driver entitled to legal recourse after a cure period.
6.1.3. Aroom can offset any Driver liabilities against payments due.
6.2. Indemnity
6.2.1. The Driver agrees to protect and indemnify Aroom and its affiliates against all claims arising from their delivery services, non-compliance with this Agreement, tax liabilities, business costs, and any employee claims.
6.3. Arbitration Provision
6.3.1. Disputes will be settled through binding arbitration, governed by the FAA, covering all grievances related to the Driver's relationship with Aroom.
6.3.1.1. Covered Claims include all disputes related to the Agreement or delivery services.
6.3.1.2. Excluded Claims involve non-arbitrable matters like workers’ compensation and certain public policy claims.
6.3.1.3. An arbitrator, not a court, will decide on the Arbitration Provision's applicability and enforceability, except for the Class and Representative Action Waivers.
6.3.1.4/5. Both parties waive their right to class or representative actions in arbitration.
6.3.2. A court, not an arbitrator, will decide on the enforceability of the Class and Representative Action Waivers.
6.3.3. The arbitration waives the right to a court or jury trial.
6.3.4. Arbitration follows AAA Rules, with Aroom bearing certain costs and both parties entitled to fair discovery and remedies.
6.3.5. AAA Rules are available online.
6.3.6. The Driver can consult an attorney regarding this Arbitration Provision.
6.3.7. If parts of this Arbitration Provision are unenforceable, the remainder still applies. Disputes involving both arbitrable and non-arbitrable claims will be bifurcated, with arbitrable claims resolved first.
Duration and Cancellation (Agreement's Validity and Termination)
7.1. Effective Date and Renewal: This Agreement becomes effective immediately when the Driver creates a user account on the Aroom Platform or accepts any Delivery Opportunity. It lasts for one year from this date and renews automatically for successive one-year periods unless terminated by either party. Termination can occur in two ways:
i. With a 15-day written notice by either party, the termination date being specified in the notice.
ii. Immediate termination upon written notice in the event of a material breach by the other party. In case of a material breach by the Driver, Aroom can suspend or deactivate the Driver's account.
7.2. Defining Material Breach:
7.3. Obligations During Notice Period: Parties must continue their duties under the Agreement throughout the notice period, including the Driver completing accepted deliveries.
7.4. Appeal Process: If Aroom terminates the Agreement for material breach and the Driver disagrees, the Driver can appeal following Aroom's internal procedures. A successful appeal will reinstate the Agreement and the Driver's account.
7.5. Surviving Provisions: Sections 1.1, 1.2, 3.2, 4, 5.2.6, 6, 7, and 8, along with all representations, warranties, and other relevant terms, remain effective after termination. Aroom may retain Driver information for three years post-termination for legal compliance.
Additional Affirmations
8.1. Complete Agreement: This Agreement, including referenced agreements, constitutes the complete understanding between the parties, superseding previous contracts, and can only be modified in writing by both parties.
8.2. Assignment and Beneficiaries: Neither party can assign this Agreement without the other’s consent. It binds successors and heirs, and Aroom can assign its rights to affiliates or successors. Aroom and affiliates are the only third-party beneficiaries.
8.3. Waiver: Failure to enforce any term does not waive that term.
8.4. Headings: The titles and headings are for convenience and do not affect the Agreement’s terms.
8.5. Severability: If any part of the Agreement is invalid or unenforceable, the remainder stays effective.
8.6. Force Majeure: Obligations are excused for reasons like highway closures, operational changes, unsafe weather, strikes, Acts of God, or business cessation.
8.7. Acknowledgement: The Driver confirms understanding the Agreement, having had time for legal consultation, being competent to agree, and agreeing to be bound by its terms.a