Delivery Provider Agreement

DELIVERY AGREEMENT

Last Updated: 3.1.2025

Effective upon the Delivery Provider’s execution of a Services Schedule

By executing a Services Schedule (as defined below), the Delivery Provider named in that Services Schedule (“Delivery Provider”) agrees to the following terms and conditions (“Terms and Conditions”). Together with the terms outlined in the applicable Services Schedule between Delivery Provider and Huespace, Inc. (d.b.a. “Aroom”) (“Aroom”), these Terms and Conditions comprise the “Delivery Agreement” and govern Delivery Provider’s (i) fulfillment of Orders and (ii) access to and use of the Aroom Platform, each as defined below.

  1. Definitions
  • “Accepted Order” refers to an Order that Delivery Provider has agreed to fulfill and that a Customer has chosen Delivery Provider to complete, as described in Section 2(B).
  • “Customer” is an Aroom client who submits an Order through the Aroom Platform.
  • “Delivery Provider” is the individual or entity that has executed a Services Schedule and commits to completing Orders in line with this Delivery Agreement.
  • “Goods” are the items specified in an Order that must be delivered to the Recipient in accordance with this Delivery Agreement.
  • “Aroom API” is Aroom’s application programming interface, which enables information exchange between Aroom, Delivery Provider, and, if applicable, Customers.
  • “Aroom Platform” encompasses the Aroom API and any related Aroom technology provided under this Delivery Agreement (including any future mobile app or web-based system) to allow Customers to connect with delivery fleets (including Delivery Provider) and to facilitate submitting and receiving Order and Goods information.
  • “Order” is a request for delivery services placed by a Customer through the Aroom Platform that Delivery Provider can choose to fulfill. The request includes the Recipient’s name, location, contact details, and any other pertinent delivery information.
  • “Party” means either Aroom or Delivery Provider; “Parties” means both collectively.
  • “Recipient” is the individual or entity designated to receive the Goods outlined in an Order.
  • “Services Schedule” is a separate, signed document between Aroom and Delivery Provider that sets forth specific obligations for fulfilling Orders (including pricing, term and renewal details, cancellation and refund rules, geographic limitations, and other relevant provisions).

2. Aroom’s Responsibilities

A. Aroom Platform

Aroom will provide access to the Aroom Platform and allow Delivery Provider to view Orders, request assignment for them, and manage any Accepted Orders (i.e., Orders that Delivery Provider has taken on) in accordance with this Delivery Agreement (including the Services Schedule) and any Aroom policies displayed on the Aroom Platform at the time.

B. Support

Aroom will offer its usual technical support for the Aroom Platform during normal business hours. Support may be provided through an online portal, phone, or other methods determined by Aroom.

C. Integration

If so specified in the relevant Services Schedule, Aroom will collaborate with Delivery Provider to integrate Delivery Provider’s systems with the Aroom API or other parts of the Aroom Platform, as outlined in that Services Schedule.

3. Delivery Provider’s Responsibilities

A. Information

Delivery Provider will supply Aroom—and, when relevant, any Customer or Recipient—with any data required under the Services Schedule or necessary for Delivery Provider to register on or use the Aroom Platform and deliver on Accepted Orders (“Delivery Provider Information”). Delivery Provider will ensure that all Delivery Provider Information is accurate, complete, and provided with any necessary permissions or consents from relevant third parties. Delivery Provider also grants Aroom, Customers, and Recipients the right to use this information in line with the Delivery Agreement’s terms.

B. Order Fulfillment

Delivery Provider will complete all Accepted Orders as instructed by the applicable Customer via the Aroom Platform and in accordance with the Services Schedule’s conditions (including any terms related to delivery timeframes, proof of delivery, cancellations, refunds, service areas, or other requirements), as well as any other part of this Delivery Agreement. If these Terms and Conditions differ from a Services Schedule, the Services Schedule’s explicit requirements control regarding that difference.

C. Services Schedule Terms Generally

Besides Order-specific terms, Delivery Provider must follow all other provisions stated in the Services Schedule, including insurance requirements, payment methods, and any refund responsibilities related to late deliveries. Any remedies defined in the Services Schedule (e.g., cancellation fees) serve as Delivery Provider’s exclusive remedy concerning the circumstances leading to those remedies.

D. Delivery Provider Equipment

Delivery Provider is responsible for procuring and maintaining any equipment and related resources (including vehicles) used to connect to the Aroom Platform or to fulfill Accepted Orders (“Delivery Provider Equipment”). Aroom and the Customer bear no responsibility for acquiring or maintaining Delivery Provider Equipment.

E. Insurance

Throughout the Delivery Agreement’s duration (and for at least one year afterward), Delivery Provider will maintain insurance policies that meet or exceed the following coverage levels:

  1. Commercial general liability, including blanket contractual coverage, for bodily injury and property damage: at least US$1,000,000 per event and US$2,000,000 in aggregate.
  2. Workers’ compensation as mandated under applicable law.
  3. Automobile liability (for owned, non-owned, and hired vehicles) with a minimum of US$1,000,000 combined single limit.
  4. Umbrella (excess) liability insurance of no less than US$1,000,000.

If requested, Delivery Provider must promptly furnish insurance certificates or other documentation verifying these coverages.

F. Non-Solicitation

During this Delivery Agreement’s term and for a year after it ends, Delivery Provider will not solicit or accept any direct delivery work from any Customer for whom it has already performed delivery services on an Accepted Order.

G. Compliance with Laws

Delivery Provider and any drivers or representatives it engages must follow all applicable federal, state, and local laws, rules, and regulations when completing Orders and meeting responsibilities under this Delivery Agreement.

4. Payment

A. Fees

Aroom will pay Delivery Provider any fees stated in the Services Schedule (or in a written agreement between the Parties) for Orders that Delivery Provider successfully completes under this Delivery Agreement. These payments are subject to Aroom having received the corresponding payment from the Customer for the Accepted Order. Delivery Provider is responsible for providing the information Aroom needs to arrange payment as set out in the Services Schedule. Any disputes about amounts owed by Aroom to Delivery Provider must be raised within 30 days after the due date.

B. Taxes

Delivery Provider is fully responsible for calculating, reporting, and remitting any taxes, fees, duties, or similar charges owed on payments received in connection with the Delivery Agreement.

5. Term and Termination

A. Term

This Delivery Agreement remains effective alongside any active Services Schedule(s).

B. Termination

Aroom may terminate any Services Schedule (and the corresponding terms of this Delivery Agreement) at any time, for any reason, by providing 10 days’ written notice. Either Party can terminate a Services Schedule (and the relevant provisions of this Delivery Agreement) if the other Party breaches that Services Schedule and fails to remedy the breach within 15 days after receiving notice of it.

C. Effect of Termination

When the Delivery Agreement ends or a Services Schedule is terminated for any reason:

  1. The Receiving Party must either return or destroy all Confidential Information (as the Disclosing Party instructs).
  2. Delivery Provider must finalize any Accepted Orders still in progress (unless Aroom directs otherwise) and immediately cease using or accessing the Aroom Platform.
  3. Aroom will pay any outstanding fees for Accepted Orders that Delivery Provider completed properly before termination.
  4. Sections 3(E), 6(E), 7 through 13, and this Section 5(C) of this Delivery Agreement will survive termination as applicable for the stated durations.

6. Access and Ownership

A. License

For the term specified in the Services Schedule, Aroom grants Delivery Provider a non-exclusive, non-transferable right to use the Aroom Platform strictly for reviewing Orders, fulfilling Accepted Orders, and meeting its obligations under this Delivery Agreement.

B. Restrictions

Delivery Provider shall not, nor allow others to:

  1. Sell, rent, lease, or otherwise commercialize the Aroom Platform.
  2. Modify, copy, or create derivative works from the Aroom Platform.
  3. Evade or disable any security measures or gain unauthorized access to the Aroom Platform.
  4. Reverse engineer or otherwise attempt to derive source code or underlying features of the Aroom Platform.
  5. Use the Aroom Platform for unlawful purposes.
  6. Use the Aroom Platform beyond what is permitted by this Delivery Agreement.

C. Modifications

Aroom may update, suspend, or discontinue the Aroom Platform or any of its components at any time, with or without notice, and bears no liability for such actions.

D. Suspension

Aroom can suspend Delivery Provider’s access to any or all parts of the Aroom Platform (including the Aroom API) if Delivery Provider violates this Delivery Agreement or if such usage risks harm to Aroom, its Customers, Recipients, or other third parties. Aroom will strive to notify Delivery Provider of any suspension.

E. Ownership

Aroom holds and retains all rights, title, and interest in and to the Aroom Platform. Neither Aroom nor Delivery Provider acquires ownership over any Goods by entering into this Delivery Agreement.

7. Confidential Information

A. Definition

“Confidential Information” covers any proprietary or confidential business, technical, or financial information that one Party (“Disclosing Party”) shares with the other Party (“Receiving Party”) regarding this Delivery Agreement. Confidential Information excludes data that:

  1. The Receiving Party legitimately possessed with no obligation of confidentiality prior to disclosure.
  2. Enters the public domain other than through the Receiving Party’s breach.
  3. The Receiving Party lawfully acquires from a third party not under an obligation of confidentiality.
  4. The Receiving Party can show (through documented proof) it developed independently, without using or referencing the Disclosing Party’s Confidential Information.

B. Use and Disclosure

The Receiving Party will:

  1. Only use the Disclosing Party’s Confidential Information as needed to fulfill its obligations or exercise its rights under this Delivery Agreement.
  2. Refrain from disclosing any Confidential Information except to its employees, contractors, or advisers (“Representatives”) who need it to perform under this Delivery Agreement, and who are legally obligated to keep it confidential under terms at least as protective as these.
  3. Protect the Confidential Information by applying measures at least as rigorous as those used for its own sensitive information and, in any event, not less than reasonable care.

C. Compelled Disclosures

If required by law or regulation to disclose Confidential Information, the Receiving Party will (to the extent legally permissible) promptly notify the Disclosing Party in writing to allow the Disclosing Party to seek a protective order or similar remedy. The Receiving Party will provide reasonable assistance if requested, at the Disclosing Party’s expense.

8. Indemnification

Delivery Provider will indemnify, defend, and hold harmless Aroom and its Customers from and against all losses, liabilities, damages, fines, expenses, and related costs (including legal fees) arising from or related to (i) Delivery Provider’s performance or breach of this Delivery Agreement, (ii) the accuracy or completeness of Delivery Provider Information, and (iii) any loss, damage, or delay concerning Goods in the possession or control of Delivery Provider (including its employees, contractors, or agents). This includes responsibility for personal injury (including death), property damage, or issues connected to Delivery Provider’s handling or use of its equipment.

9. Disclaimer

Aroom will use commercially reasonable efforts to maintain the availability of the Aroom Platform during this Delivery Agreement. Except as stated in the preceding sentence, the Aroom Platform is provided “as is” and “as available.” Aroom disclaims all warranties—express, implied, or statutory—including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

Delivery Provider acknowledges that Aroom is not responsible for delays, delivery failures, lost or damaged Goods, mistakes or omissions by Customers or Recipients, inaccurate Customer or Recipient information, or inaccurate Delivery Provider Information. Delivery Provider also understands the Aroom Platform may experience downtime for maintenance or for other reasons, and Aroom is not liable for such unavailability or for technical failures in any communications network, hosting service, or other technology provider.

10. Limitation of Liability

Under no circumstances shall Aroom be liable to Delivery Provider for indirect, special, punitive, or consequential damages, nor for lost profits, lost revenues, harm to goodwill, or similar losses, whether such liability is based on tort, contract, or another legal theory—even if Aroom has been advised of the possibility of those damages. Aroom’s total cumulative liability related to this Delivery Agreement shall not exceed the total amount paid (or due to be paid) under this Delivery Agreement over the 12-month period preceding the incident giving rise to the liability.

11. Relationship of the Parties

A. Technology Platform Only

The Aroom Platform is a technology solution that connects Customers seeking delivery services with delivery providers, including Delivery Provider, as described in this Delivery Agreement. Aroom is not a broker, freight forwarder, motor carrier, or shipper, as these terms may be interpreted under federal or state regulations. Delivery Provider acknowledges that Aroom’s services are not intended to establish any contract carriage relationship under 49 U.S.C. § 13102(4), § 14101(b), or any comparable statutes or regulations.

B. Independent Contractor

Aroom and Delivery Provider are independent businesses under this Delivery Agreement. Nothing herein creates a partnership, joint venture, agency, or fiduciary relationship between them. Delivery Provider remains an independent contractor and is not authorized to make any commitments or representations on behalf of Aroom. Delivery Provider shall not be deemed an employee of Aroom for any purpose or entitled to any benefits Aroom offers its own personnel.

12. Modifications to this Delivery Agreement

Delivery Provider agrees that Aroom may revise these Terms and Conditions periodically. If Aroom makes any substantial changes, it will inform Delivery Provider via email or another form of communication. Such modifications become effective on the earlier of (i) Delivery Provider’s continued use of the Aroom Platform following receipt of the notice or (ii) 30 calendar days from Delivery Provider’s receipt of the notice.

13. Dispute Resolution

Any dispute, claim, or conflict arising from or linked to this Delivery Agreement (including any questions of breach, termination, enforcement, or interpretation) shall be resolved by arbitration in Virginia before one arbitrator. The arbitration will be governed by JAMS Comprehensive Arbitration Rules and Procedures, with any resulting award enforceable in any court with jurisdiction. This section does not prevent either Party from seeking interim relief in a relevant court. This Delivery Agreement and the rights of the Parties shall be governed by Virginia law, excluding its conflict-of-law rules. Because this Agreement contemplates interstate commerce, the Federal Arbitration Act (9 U.S.C. §§ 1-16) governs any arbitration.

14. General Provisions

This Delivery Agreement (including the Services Schedule) constitutes the complete understanding between the Parties concerning the subject matter and supersedes all prior discussions or agreements. Delivery Provider may not subcontract or delegate its responsibilities under this Delivery Agreement, nor assign this Delivery Agreement, without Aroom’s prior written consent. Subject to the foregoing, this Agreement binds and benefits each Party’s permitted successors and assigns.

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