Agreement Between Dispatch and Client for Use of Dispatch Professional Services and Technology Platform

June 10th, 2022

WHEREAS, the undersigned delivery professional (“Client”) is properly and currently licensed to provide, and is maintaining an independent business providing, professional delivery services (such services referred to as the “Client Services”) in the state in which Client wishes to provide the Client Services;

WHEREAS, Client conducts business as Dispatchit, Inc. DBA Dispatch;

WHEREAS, Client wishes to concentrate on practicing Client’s profession instead of spending valuable time and money creating Client’s own website, marketing tools, client base, and payment processing system; and

WHEREAS, DispatchIt, Inc. (“Dispatch”) is an online professional services company that creates marketing, sales, and payment technology platforms for delivery professionals (the “Platform Services”).

WHEREAS, Dispatch does not provide Client Services, is not a delivery provider nor does employ any delivery provider, is not licensed or otherwise qualified to be a delivery provider, and does not hold itself out as a provider of Client Services, as such services are exclusively rendered by Client.

IMPORTANT: PLEASE BE AWARE THAT SECTION 21 OF THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW DISPUTES, CONTROVERSIES OR CLAIMS (A “DISPUTE”) BETWEEN CLIENT AND DISPATCH WILL BE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT.

BY VIRTUE OF CLIENT’S ELECTRONIC EXECUTION OF THIS AGREEMENT, CLIENT WILL BE ACKNOWLEDGING THAT CLIENT HAS READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO SECTION 21) AND HAS TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION.

NOW THEREFORE, Client shall engage Dispatch for the Platform Services, as set forth below.

1. Acceptance. By [clicking “I accept”] [signing] below, Client hereby agrees (a) to engage Dispatch to provide it with the Platform Services and (b) to comply with the terms set forth in this Agreement between Dispatch and Client for Use of Dispatch Professional Services and Technology Platform (“Agreement”).

2. The Platform Services. Dispatch may provide the following services to Client:

a. Site Listing: Dispatch may list Client on Dispatch’s website, mobile website, and mobile applications (collectively, the “Platform”) with biography, photo, and other information provided by Client, subject to Section 5(c) below, and approved by Dispatch, as supplemented by third-party sources gleaned by Dispatch.

b. Appointment Service: Dispatch shall provide a Web and/or mobile-based appointment system on the Platform, by which visitors to the Platform (“Platform Users”) can make requests with Client for Client Services.

c. Recordkeeping Service: Dispatch shall maintain general appointment and billing records of services provided by Client to Platform Users who make appointments with Client for Client Services.

d. Administrative, Management, & Technology Services: Dispatch will provide miscellaneous administrative and management services to facilitate Client’s business, including the technology and operations necessary to communicate with Client and Platform Users.

e. Billing Service: Dispatch will provide an online, secure billing and payment system for Client to bill Platform Users who use the Client’s Client Services, or facilitate the same with a third party.

f. Customer Service. Dispatch will provide operators to field Platform Users’ complaints and refund requests, which shall be addressed as directed in consultation with Client.

g. Premium Services. Client may elect to pay a greater Fee for premium services, when offered.

3. Exclusions from the Platform Services. The Platform Services only relate to the business services set forth above. The Platform Services do not include anything related to professional delivery services. Except as purchased from Dispatch Client is solely responsible for all of Client’s own tools, equipment, training, automobiles, office space, licensing, and other materials or requirements needed, desired or related to the Client Services. Client is also solely responsible for the payment of insurance premiums, licensing fees, certifications, professional dues or other costs or expenses connected with Client’s business, and acknowledges that Dispatch will not reimburse Client for any such expenses. Dispatch is not, and shall not be, responsible for any liability arising out of the Client Services, including, but not limited to, damage to personal or company property, injuries to the Platform Users from the Client Services, or failure to deliver on time. Client is not permitted to represent to Platform Users or others that Client is an employee, contractor, or agent of Dispatch.

4. Platform Control. As an independent business and Client of Dispatch, Client maintains complete control over Client’s use of the Platform, including:

a. Client decides when to make themselves available through the Platform service; b. Client decides whether to accept, reject, or ignore offers of projects if logged in; c. Client decides where to perform the Client Services using the Platform; d. Client is permitted to select Client’s attire for the Client Services – no uniforms or other specific clothes are required; Users may require the Client to wear certain safety gear, identification or other attire to perform the project (for example, closed toe shoes required in a warehouse); e. Client confers with the Platform User to determine the time and location of the Client Services – Dispatch is not involved; f. Client is permitted to maintain Client’s independent business and other clients without using the Platform; g. Client is not restricted from using competitive services or technology platforms, or otherwise engaging in any other lawful occupation; h. Client’s opportunity for profit or loss is dependent on his or her own managerial skill; i. Client bears financial responsibility for refunds, breakage, spoilage, and other losses directly or indirectly caused by Client or Client’s agents; j. Client solely controls the amount of Client’s investment in the Client Services, including expenses on training and tools; and k. Client exclusively controls Client’s performance of the Client Services, including, but not limited to, possessing the requisite skills, credentials and training to perform Client Services that he or she accepts hereunder.

5. Intellectual Property.

a. License Grant. Subject to the terms and conditions of this Agreement, Dispatch grants to Client a non-exclusive, non-transferable license during the Term (as defined below), solely for Client’s internal business purposes, to access and use the Platform and the Platform Services (collectively, the “Dispatch Services”) in accordance with this Agreement and the documentation and materials provided by Dispatch related to the Dispatch Services (“Documentation”).

b. Restrictions. Client will not, and will not permit any other party to: (a) allow any third party to access the Dispatch Services, except as expressly allowed herein; (b) modify, adapt, alter or translate the Dispatch Services or Documentation; (c) sublicense, lease, sell, resell, rent, loan, distribute, transfer or otherwise allow the use of the Dispatch Services for the benefit of any unauthorized third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Dispatch Services, except as permitted by law; (e) interfere in any manner with the operation of the Dispatch Services or the hardware and network used to operate the Dispatch Services; (f) modify, copy or make derivative works based on any part of the Dispatch Services or Documentation; (g) access or use the Dispatch Services to build a similar or competitive product or service; (h) attempt to access the Dispatch Services through any unapproved interface; or (i) otherwise use the Dispatch Services or Documentation in any manner that exceeds the scope of use permitted under this Agreement or in a manner inconsistent with applicable law or the Documentation.

c. Accounts. In order to use certain features of the Dispatch Services, Client must register for an account (“Account”) and provide certain information about Client as prompted by the account registration form. Client represents and warrants that: (a) all required registration information Client submits is truthful and accurate; (b) Client will maintain the accuracy of such information. Client is responsible for maintaining the confidentiality of the Account login information and is fully responsible for all activities that occur under Client’s Account. Client agrees to immediately notify Dispatch of any unauthorized use, or suspected unauthorized use of Client’s Account or any other breach of security. Client agrees that Dispatch will not be liable for any loss or damage arising from Client’s failure to comply with the above requirements.

d. Content. Client grants Dispatch a non-exclusive, worldwide, royalty-free and fully paid license (a) to use any content and information provided or submitted by, or on behalf of Client for use with the Dispatch Services (collectively, “Client Content”) as necessary for purposes of providing and improving the Dispatch Services, and (b) derive aggregated, de-identified and/or anonymized data from Client Content (“Derived Data”). Dispatch will be the sole owner of all such Derived Data and will have the right to use such Derived Data for any lawful business purpose. All rights in and to the Client Content not expressly granted to Dispatch in this Agreement are reserved by Client.

e. Ownership. The Dispatch Services and Documentation, and all worldwide intellectual property rights in each of the foregoing, are the exclusive property of Dispatch and its suppliers. All rights in and to the Dispatch Services and Documentation not expressly granted to Client in this Agreement are reserved by Dispatch and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Client regarding the Dispatch Services, Documentation, or any part thereof.

f. Feedback. Client hereby grants to Dispatch a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Dispatch Services any suggestions, enhancement requests, recommendations or other feedback provided by Client relating to the Dispatch Services or any part thereof.

6. Default Site Terms. In addition to the licenses and restrictions set forth in Section 5, Dispatch maintains the policies stated in this Section 6 (the “Default Site Terms”) for clients as a default on the Platform. Client is permitted to negotiate the Default Site Terms. Notwithstanding, unless other terms are set forth in a writing signed by Client and Dispatch’s CEO, the Dispatch Default Site Terms to which Client agrees are:

a. Client Pricing. Dispatch shall advertise for Client’s Client Services at the base rate for the region in which Client provides services. If Client provides services in a city in which Dispatch has a specific base rate, such base rate shall be used as the default instead of the regional default. The Dispatch payment processing system gives Client the option to charge Platform Users the base rate for the Client Services they select plus sales tax. The total amount paid by Platform Users through Dispatch’s payment processing system, including sales tax, is referred to hereafter as the “User Fee.” Tips and gratuities are not part of the User Fee, and Client shall retain all tips and gratuities without any fees or deductions.

b. Client Proceeds. Upon offering an appointment with a Platform User to Client, Dispatch will notify Client of the net monies that Client will receive from the User for the related Client Services (“Client Proceeds”). Dispatch will retain a portion of the User Fee equal to the User Fee minus the Client Proceeds (the “Dispatch User Fee Proceeds”).

c. Refund. As a default, Dispatch maintains a refund and adjustment policy to which Client agrees unless otherwise set forth in a writing signed by Client and Dispatch’s General Counsel.

7. Fees for Platform Services. The fee for Client to use the Platform Services shall be the Dispatch User Fee Proceeds. To the extent that a User Fee is refunded, Client agrees that Client shall still owe Dispatch the Dispatch User Fee Proceeds on such refunded amount.

8. Client’s Business. By signing this Agreement and under penalty of perjury, Client affirms that Client is self-employed, maintains and operates a professional delivery services business that is separate and independent from Dispatch, holds himself or herself out to the public as independently competent and available to provide the applicable services, and has obtained and/or expects to obtain clients for whom Client performs Client Services through other means other than Dispatch and prior to entering into this Agreement.

9. Client Responsibilities.

a. Client agrees to supply Dispatch with a copy of: current license and current insurance.

b. Client agrees to submit to a background screening conducted by Dispatch for the sole purpose of confirming Client’s credentials and/or references, or as otherwise required or permitted by law.

c. Client represents that all information provided by Client is accurate and complies with relevant law, and will immediately notify Dispatch of any change in contact, licensing, or insurance information.

d. Client assumes complete responsibility for all services to and treatment of each Dispatch Site User and for compliance with all laws, regulations, and professional ethical guidelines and standards pertaining to Client’s products and services.

e. Client represents that Client is free to enter into this Agreement and perform each of its terms, is not restricted (contractually or otherwise) from entering into and performing this Agreement, and is not subject to any suit, action, claim, arbitration or legal, administrative or other proceeding, or government or professional investigation, pending or threatened or affecting Client’s ability to perform services hereunder. Client will immediately inform Dispatch of any such action.

f. Client has at least $1 million per claim/$3 million per aggregate liability insurance coverage, and will maintain such coverage during the term of this Agreement.

g. Client agrees to review and abide by the Dispatch Anti-Discrimination and Anti-Harassment Policy.

h. Client agrees to review and abide by the Dispatch Zero Tolerance Alcohol and Drug Policy.

i. In accordance with the laws of the State of California, Clients performing Client Services in the State of California may not perform Clients Services for more than 12 hours in any 24-hour period without a rest period of at least 6 straight hours during which no Client Services are performed and Client is otherwise not logged into the Platform.

j. In accordance with the laws of the State of California, Clients performing Client Services in the State of California must undertake mandatory safety training as directed by Dispatch.

k. In accordance with the laws of the State of California, Clients performing Client Services in the State of California are eligible for certain healthcare subsidies.

10. No Employment Relationship; No Legal or Other Advice. Neither this Agreement nor Client’s performance under this Agreement shall create an association, partnership, joint venture, or relationship of principal and agent, master and servant, or employer and employee, between Dispatch and Client, or between Dispatch and Client’s employees and agents. Dispatch and Client agree that Client and its employees and agents will receive no Company-sponsored benefits from the Company where benefits include, but are not limited to, paid vacation, sick leave, medical insurance and 401k participation. If Client, its employees, or agents, are reclassified by a state or federal agency or court as Dispatch’s employee, Client, its employees, or agents, as applicable, will become a reclassified employee and will receive no benefits from Dispatch, except those mandated by state or federal law.

11. Indemnification. Client agrees to promptly defend, indemnify and reimburse, and hold harmless Dispatch and its directors, officers, employees, agents or advisors (“Representatives”), to the fullest extent permitted by law, as such may be amended from time to time, from any losses, liabilities, legal fees or expenses incurred by Dispatch or its Representatives, as a result of: (a) Client’s negligence, intentional wrongdoing, or a breach of this Agreement, or alleged negligence, intentional wrongdoing, or breach of this Agreement, of the Client or of persons under Client’s control; or (b) any liability of Client or Dispatch for the payment or non-payment of federal, state, or local taxes, or other withholdings, involving Client. Dispatch shall be entitled to the rights of indemnification provided if, by reason of Client’s providing Client Services under this Agreement, Dispatch is, or is threatened to be made, a party to or participant in any proceeding, including any actual or threatened administrative or civil action or lawsuit, arbitration, or criminal indictment or case. Client will cooperate as fully and reasonably required by Dispatch in the defense of any claim related to any services under this Agreement.

12. Expenses. Except as otherwise specifically provided herein, Dispatch and Client shall each bear his, her or its own expenses relating to this Agreement and performance thereunder.

13. Disclaimer of Warranties. DISPATCH PROVIDES THE PLATFORM ON AN “AS IS” AND “AS AVAILABLE BASIS” AND HEREBY DISCLAIMS ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.

14. Limitation of Liability. DISPATCH’S AND ITS REPRESENTATIVES’ COLLECTIVE MAXIMUM LIABILITY HEREUNDER, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), SHALL BE LIMITED TO THE AGGREGATE FEES PAID TO DISPATCH BY CLIENT DURING THE PRIOR CALENDAR YEAR. DISPATCH RESERVES COMPLETE AND SOLE DISCRETION WITH RESPECT TO THE OPERATION OF THE PLATFORM, AND MAY, AMONG OTHER THINGS WITHDRAW, SUSPEND OR DISCONTINUE ANY FUNCTIONALITY OR FEATURE. FURTHER, DISPATCH SHALL NOT BE LIABLE FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15. Marks. The domain name and other names for the Platform, all page headers, graphics, and button icons are service marks, trademarks (whether registered or unregistered), logos, and/or trade dress of Dispatch (collectively, “Dispatch Marks”). Client will not use any of the Dispatch Marks without prior written authorization; except that Client has a revocable and non-transferable license for the sole purpose of identifying and promoting Dispatch’s services under the terms of this Agreement.

16. Termination. The initial term of this Agreement is for one (1) year from the effective date written above, and will automatically renew annually thereafter. Client may terminate this Agreement by giving ten (10) business days prior written notice thereof. Subject to the right of appeal described below, Dispatch may terminate this Agreement with written notice to Client if Dispatch determines that Client has breached any material term of the Agreement or as otherwise set forth in Section 17 below (a “Material Breach”). All licenses granted by Dispatch under this Agreement shall be revoked as of the termination of this Agreement; notwithstanding the foregoing, Sections 5(b), 5(d)-(g) and 8 (Client’s Business) through 22 (Miscellaneous), and any liabilities or payment obligations that have accrued prior to termination shall survive such termination. Any termination of this Agreement by Dispatch is subject to Client’s right to appeal such termination to the Dispatch review board.

19. Governing Law and Venue.

(a) This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to the choice or conflicts of law provisions of any jurisdiction.

(b) Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or against Dispatch that are not subject to arbitration as provided in Section 21 shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Minnesota.

20. No Waiver. The failure of Dispatch to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Dispatch in writing.

21. Dispute Resolution -- Arbitration.

(a) Agreement to Arbitrate. Except as otherwise stated in this Arbitration Provision, any dispute, controversy or claim arising out of or relating to this Agreement, including any question regarding its breach, termination, enforcement, interpretation or validity, or the Client Services shall be finally settled by arbitration. This Arbitration Provision shall apply, without limitation, to all claims that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.

(b) Arbitration Rules and Place of Arbitration. The arbitration shall be administered by JAMS (Judicial Arbitration & Mediation Services) pursuant to its Comprehensive Arbitration Rules and Procedures in effect on the date of the arbitration.

(c) Selection of the Arbitrator. There shall be one arbitrator. The Arbitrator shall be selected by mutual agreement of Client and Dispatch.

(d) Authority of Arbitrator. Except as otherwise provided herein, all issues shall be decided by an arbitrator and not by a court or judge.

(e) WAIVER OF CLASS OR CONSOLIDATED ACTIONS (“CLASS ACTION WAIVER”). IMPORTANT –EXCEPT AS PROVIDED IN SECTION 21 (H), ALL CLAIMS AND DISPUTES WITHIN THIS ARBITRATION PROVISION MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT A CLASS BASIS.

(f) 30-Day Right To Opt Out of Arbitration. Arbitration is not a mandatory condition of Client’s contractual relationship with Dispatch. Client has the right to opt of this Arbitration Provision by sending written notice of its decision to arbitration@dispatchit.com within 30 days after first becoming subject to this Arbitration Provision.

(g) Limitations on How the Arbitration Provision Applies. The disputes and claims set forth below shall not be subject to arbitration and the requirement to arbitrate set forth in Section 21 of this Agreement shall not apply to:

(h) Starting the Arbitration.

(i) Paying For the Arbitration. If Client initiates arbitration under this Arbitration Provision and are otherwise required to pay a filing fee under the relevant JAMS rules, Dispatch agrees that, unless Client’s claim is for $5,000 or more, Client’s share of the filing and arbitration fees is limited to $50, and that, after Client submits proof of payment of the filing fee to Dispatch, Dispatch will promptly reimburse Client for all but $50 of the filing fee.

(j) Full and Complete Agreement Related to Formal Resolution of Disputes; Enforcement Of This Agreement. This Arbitration Provision is the full and complete agreement relating to the formal resolution of disputes arising out of this Agreement.

22. Miscellaneous. (a) This Agreement, together with any Dispatch rules or policies referred to herein, represents the complete agreement between Client and Dispatch concerning the subject matter hereof, and it replaces and supersedes all prior oral or written communications concerning such subject matter. (b) Any notice hereunder must be given in writing by electronic mail to the Dispatch email below (if made by Client to Dispatch) or to the Client email below or updated in Dispatch’s system (if made by Dispatch to Client). (c) Client may not assign, transfer or delegate this Agreement or any part of it without Dispatch’s prior written consent. Dispatch may freely transfer, assign or delegate all or any part of this Agreement, and any rights and duties thereunder, upon the giving of notice. (d) This Agreement will be binding upon and inure to the benefit of the heirs, successors and permitted assignees of the parties. (e) The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.