Client Terms

FLEXIO INTERNATIONAL, LLC
TECHNOLOGY SERVICE AGREEMENT

This Technology Services Agreement (“Agreement”) is a legally binding agreement signed between Flexio International LLC, (“FLEXIO”), a limited liability company duly organized under the laws of the Commonwealth of Puerto Rico, and the Sender (“Sender and/or you”). This Agreement is a part of all general Flexio Terms and Conditions (“Terms”) and is incorporated therein by this reference. Any capitalized terms used herein and not otherwise defined shall have the same definition as set forth in the Terms.

WITNESSETH

WHEREAS FLEXIO provides resource management/routing technology and lead generation transportation service to Sender using the FLEXIO Services. The FLEXIO Services enables Sender, through a proprietary platform, to utilize an authorized transportation provider to seek, receive and fulfill requests for item transportation services (including, relocation, moving and/or messengering) (collectively the “Transportation Services”).

WHEREAS in order to use FLEXIO Services, Sender agrees to the terms and conditions that are set forth herein. Upon execution of this Agreement (be it, electronically or manually), Sender and FLEXIO shall be bound by the terms and conditions set forth herein.

TERMS AND CONDITIONS

1. Use of Flexio Services

1.1 These Terms and Conditions (“T&Cs”) set forth the terms and conditions that you (“You,” “Your,” “Yourself” or “User”) must accept and agree to if you want to download, install, access, or use the Flexio website platform, whether via our website at app.goflexio.com (“Website”), or API, or the Driver’s Flexio Application (“Flexio Driver App”), (collectively, the “Flexio Platform” or the “Platform”). These T&Cs, including those referenced herein, constitute a legal agreement between you and Flexio Inc. By accessing or using the Flexio Platform in any manner, you are acknowledging that you have read and understand these T&Cs and agreeing to be bound by them.

1.2 As used in these T&Cs, the word “Sender” refers to any entity or individual who forms an account on the Flexio App and/or who has a written agreement with Flexio to access and use the Flexio Platform to crowdsource independent service providers to perform delivery services (“Delivery Services”), or for whose benefit Delivery Services are being performed. Similarly, a “Driver” is any entity or individual who forms an account on the Flexio App as a Driver and/or otherwise performs Delivery Services, including at the request of, or for the benefit of, a Sender. The time period in which Delivery Services are performed by a Driver, as well as the item(s) of personal property and goods being picked up and/or delivered by a Driver, are collectively referred to herein as a “Job”. A “Job” is also a pre-scheduled amount of time to deliver Stops from a Sender for guaranteed earnings. An “Earnings Guarantee” is the minimum amount you’ll earn in exchange for each Job. A “recipient” is any entity or individual who receives a Stop or items contained in a Stop. All Users of the Flexio Platform, including Drivers and Senders, are referred to collectively as “Users” herein.

1.3 Flexio reserves the right to modify these T&Cs or any of our policies relating to our Platform at any time, effective upon posting of an updated version of the T&Cs on our Website and/or on our App. You are responsible for regularly reviewing any updates to the T&Cs. Accessing or using the Flexio Platform after any updates to these T&Cs shall constitute Your consent to all changes made to the T&Cs in such update and Your affirmation of Your agreement to the updated T&Cs as a whole, whether or not Flexio provides You prior notice of such modifications.

2. The Flexio Platform

2.1 Our Platform provides Senders with self-enabled logistics services via one or more of Flexio’s proprietary Apps, including the ability to crowdsource independent service providers to provide Delivery Services and to receive electronic real-time tracking and photographic proof of pickup and delivery; to access individualized account dashboards to schedule and manage Jobs; to upload delivery orders in bulk to be batched into consolidated Jobs using Flexio’s proprietary algorithm; and to sort multiple Jobs into batches using Flexio Services.

2.2 The Flexio Platform also enables Drivers to receive notifications of, and access to, requests placed by Senders on the Platform for Delivery Services, and the ability to offer to perform those Delivery Services and/or schedule Jobs.

2.3 Flexio provides Flexio Services and Drivers provide Delivery Services. Flexio’s business of developing and operating a logistics management platform is separate and distinct from a Driver’s business of providing Delivery Services. However, as the context requires, the Flexio Services and the Delivery Services may be collectively referred to herein as the “Services.”

2.4 Flexio is a logistics management platform and does not provide delivery or transportation services. Flexio is not a motor carrier.

2.5 Drivers are independent service providers who choose to use the app in order to receive access to Senders’ requests for delivery services and do not perform delivery services for Flexio.

3. Terms applicable to all parties - User Agreements, Representations and Warranties:

3.1 Every time you access or use the Flexio Platform or receive or perform services, you expressly agree, represent, and warrant that, at the time of each such access or use, you are legally entitled to and have the right, authority, and capacity to enter into the agreements set forth in these T&Cs and to fulfill your obligations herein.

3.2 Your use of our platform is for your sole use, and you will not resell it to a third party.

3.3 You will comply with these T&Cs, and all federal, state, and local laws and regulations, rules, and orders by any governmental authority with respect to your use of our platform, to the extent legally applicable to you (“Applicable Law”).

3.4 You will only create and maintain one account, although a Sender may have several users.

3.5 You will keep secure and confidential your user account password or any other keys or identification which allows you to access our Platform.

3.6 You will provide Flexio with such proof of identity we reasonably request and will not impersonate any person or entity or falsify or otherwise misrepresent yourself or your affiliation (actively or by omission) with any person or entity.

3.7 You will not represent yourself to be an agent, subcontractor, representative, employee, or affiliate of Flexio, or any affiliate of Flexio.

3.8 You will only access and use our platform for lawful purposes and in accordance with all applicable law and will not use our platform to promote or encourage any illegal activity, or to commit or assist in the commission of a crime.

3.9 You will keep in strict confidence and shall not access, disclose, or use for the benefit of yourself or others, any and all third parties’ confidential information (as defined below), except in each instance, only as strictly necessary to receive or perform services as intended or carry out and perform your obligations under these T&Cs.

3.10 You will not collect or store any information, including confidential information, about any Flexio personnel, any other user (or their personnel), or any Stop recipient (or their personnel), except as specifically required to receive or perform services as intended or carry out and perform your obligations under these T&Cs.

3.11 You will not contact any Flexio personnel, any other User (or their personnel), or any Stop recipient (or their personnel) directly or outside of the platform or once the Stop is complete unless strictly necessary to receive or perform services as intended or carry out and perform your obligations under these T&Cs.

3.12 You will not copy, or distribute text, graphics, images, music, software, audio, video, information, trademarks, logos, or other like materials related to our business or platform unless specifically allowed by these T&Cs.

3.13 You will not access or use our platform in any way that could cause harm, nuisance, annoyance, or inconvenience, or interfere with or negatively affect other users from fully using or enjoying our platform as intended.

3.14 You will not infringe the rights of any third party (including other users and Flexio), including without limitation, their intellectual property, privacy, publicity, or contractual rights.

3.15 You will not assist any third party in any of the above.

4. Non-Discrimination Policy

4.1 You agree that you will not discriminate against any user, Flexio personnel, recipient, or other third party based on race, religion, national origin, disability, sexual orientation, sex, marital status, gender identity, age or any other characteristic protected under applicable law. All users should feel safe and welcome and Flexio does not tolerate any discriminatory conduct from users.

4.2 Examples of discriminatory conduct include, but are not limited to, intentionally canceling Jobs solely for the purpose of avoiding giving your Job over to a particular person, or avoiding a particular neighborhood, due to the characteristics of the people or businesses that are located in that area, or because you are uncomfortable with giving your Job over to certain persons based on traits such as age, color, disability, gender identity, marital status, national origin, race, religion, sex, or sexual orientation.

4.3 Engaging in discriminatory conduct may lead to your deactivation from the Flexio platform.

5. Respect Others Policy

5.1 You agree that you will not stalk, intimidate, threaten, harass, cause physical or mental distress, or otherwise display any aggressive, confrontational, intimidating, threatening or harassing behavior toward or against any user, Flexio personnel, recipient, or other third party, including without limitation.

5.2 Hitting, hurting, or intending to hurt any person or animal, or threatening to do the same.

5.3 Using language or making gestures that could be disrespectful, harassing or threatening.

5.4 Assault, harassment, and misconduct, including sexual, of any kind. Assault includes any intentional bodily contact made without explicit consent of the other person, and sexual harassment and misconduct, includes without limitation, unconsented to advances, behaviors and remarks like nudging, whistling, winking, or flirting, discussing your own or someone else’s sex life, using explicit language, or making jokes about sex.

5.5 Disrespecting personal space and/or privacy, like standing unnecessarily close, or commenting on personal appearance, perceived gender identity, sexual orientation, or asking unrelated personal questions.

5.6 Failing to respect others may lead to your deactivation from the Flexio platform.

5.7 Keeping the Flexio community safe, friendly, and helpful for all means that all users of our platform have a responsibility to treat each other and all third-parties they encounter while using the platform with respect and dignity.

5.8 Any user found to have violated the Non-Discrimination Policy or Respect Others Policy, will lose all access to and use of the Flexio platform.

6. Confidential Information

6.1 When using the Flexio platform to receive or perform services, all users may have access to the confidential information of third parties, including without limitation, that of Flexio, Drivers, Senders, and/or Stop recipients as well as that of those third-parties’ respective personnel, contractors, and customers.

6.2 “Confidential Information” means all information, whether oral or written, and whether contained on electronic media or otherwise, to which a user is given or has access to, or is made available to the user in connection with their use of the platform, including without limitation names, addresses, telephone numbers and any other information which may be used to distinguish or trace an individual’s identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual (“PII” or “Personally Identifiable Information”), and health information protected (“PHI,” and “Protected Health Information”) under the Health Insurance Portability and Accountability Act (“HIPAA”), Bank Secrecy Act (“BSA”) or any other Federal, State or Local law or regulations.

6.3 It is important to recognize that non-PII can become PII whenever additional information is made available — in any medium and from any source — if, when combined with other available information, it could be used to identify a specific individual

6.4 By using the Flexio platform to receive or perform services, all users may gain knowledge of third parties’ confidential, proprietary, personally identifiable and/or protected health information.

6.5 You expressly acknowledge and agree that you, as a user of the Flexio platform, are subject to a strict duty to maintain absolute confidentiality of all such confidential and personal information and you understand that under no circumstances may you disclose such information to any other person or use such information for any other reason than to receive or perform services via the Flexio platform as intended.

6.6 If Flexio collects or uses your personal information in connection with your access to and use of the Flexio platform, our services and/or the delivery services, such collection and/or use is described and governed by our privacy policy.

7. Senders and Senders’ responsibilities - Senders Agreements, Representations and Warranties.

7.1 Prior to using any services, you agree that you will have all right and authority to lawfully use the services or otherwise have the full right and authority to contract for the Job and send all items contained in a Job.

7.2 You agree to specifically list and disclose all items contained in your Job and to not include any “Prohibited Items”.

7.3 You agree to properly pack all items in your Job sufficiently to withstand transport, ensure the safety and integrity of the item and in compliance with all applicable law.

7.4 You acknowledge and agree to Flexio’s Open Box Policy (as set forth below) and will allow a Driver to visually inspect all items in a Job prior to departing with the Job.

7.5 You acknowledge that a Driver is NEVER obligated to carry anything that the Driver has not been given the right to inspect and agree that a Driver can always cancel your Job without penalty if you do not allow inspection of your Job contents upon the Driver’s request.

7.6 You acknowledge that Drivers are not movers and do not deliver Jobs up or down stairs or inside a private residence and agree that neither you nor any Stop recipient will require or request a Driver to deliver a Job up or down stairs or inside a private residence and you will ensure that your Stop recipient is aware of the same.

7.7 The Sender shall be solely responsible for configuring their Pickup and Delivery Validations, Return Processes, Notifications, and other relevant settings available on the client portal's settings page. It is the Sender's obligation to ensure that these configurations are set up accurately and updated as needed to reflect their current operational requirements by the Sender.

7.8 The Sender is responsible for providing all minimum required data, including accurate Delivery addresses and/or Coordinates, as necessary for the effective processing and delivery of shipments. In the event that the Sender fails to provide accurate and complete address information or coordinates, Flexio shall not be held responsible for correcting this data or for any costs associated with the redelivery process. The Sender acknowledges that inaccuracies in provided data may lead to delivery delays or failures, for which Flexio bears no liability.

7.9 You acknowledge and agree that Flexio’s maximum liability for loss, theft, or damage to items in your Job is subject to and determined by Flexio’s Carrier Liability Program (see details in the Carrier Liability Program, Annex I).

7.10 You agree not to knowingly arrange for, or solicit, a Driver to perform Jobs for you outside of the Flexio platform; provided that nothing herein shall constrain your ability to acquire Driver capacity via another platform or a delivery service and in connection therewith utilize Drivers who may provide services via such other platform or delivery service, or use Drivers who may approach you directly, or prohibit you from soliciting any person by or through any general advertising medium, not specifically targeted at any currently active Driver using Flexio.

7.11 You agree not to enter any personal information, including PII, into the title of a Job, including phone numbers or addresses and agree that all personal information should be entered in the appropriate sections indicated in the platform when requesting delivery services.

8. Indemnification

8.1 Driver hereby agrees to release, indemnify, defend, hold harmless, pay directly or reimburse upon demand Flexio Indemnitees from and for any and all any and all losses incurred in connection with any claims arising directly or indirectly from, or as a result of or in connection with, your or your helper’s or personnel’s: (i) acts or omissions or misconduct in the performance of delivery services or your other obligations under the T&Cs; (ii) breach of the Flexio T&Cs; (iii) violation of any applicable law or the rights of any third party, including, without limitation, other users of the Flexio platform, Stop recipients, motorists, pedestrians and other third parties; (iv) disclosing or using confidential information for any reason and in any manner except providing delivery services hereunder; (v) ownership, use or operation of a any vehicle used during the performance of delivery services, including voluntary or involuntary vehicle collisions within the jurisdiction, be it private or public property; (vi) failure to have required and sufficient insurance, licenses, permits, training or other authorizations to provide delivery services; and/or (vii) failure to pay of all federal, state and local taxes, and other tax liabilities including, but not limited to all payroll taxes, self-employment taxes, workers compensation premiums, assessments, and any contributions imposed or required under federal, state and local laws.

9. Cancellation of Stops by Senders

9.1 If You need or want to cancel a Job, please cancel your request as soon as possible. This will notify the accepted Driver and free them up to offer on and accept other Jobs from other Senders. To cancel a Job, contact the Flexio support team (“Flexio Support”) as soon as possible or select “Cancel Delivery” within the Flexio web portal.

9.2 Flexio may charge a Sender a fee (“Cancellation Fee”) if the Sender cancels the Job once a Driver has started to drive to the Job pick up location, or if the Driver cancels the Job because all items are not ready to be picked up upon the Driver’s arrival at the Sender’s pickup location, or the Sender did not provide an accurate pickup address, requested the wrong size vehicle, input the wrong dimensions and/or weight of items, and/or the Job does not fit in the vehicle assigned, or the Job contains a prohibited item.

9.3 The Cancellation Fee shall not apply in the event the cancellation is done with at least twelve (12) hours’ notice from the Job Time.

9.4 The cancellation fee is automatically charged to your account.

10. Open Box Policy and Packaging

10.1 Flexio encourages the use of no or minimal packaging both to promote sustainability and to prevent fraud and use of our platform for illegal activities. When packaging is needed or desired, Flexio promotes and strongly encourages all Senders to use an Open Box Policy. An Open Box Policy means you should always leave packaging open so that a Driver can inspect the contents before taking a pickup photo and leaving with your Job. If you don’t leave the packaging open a Driver always can require you to open the packaging to inspect items before leaving with the Job or cancel your Job without penalty if you do not allow inspection of your Job contents upon their request. Every Driver has a right to know what they are taking along on their ride, and by using an Open Box Policy, you help us ensure that the Flexio platform is not used to send prohibited items, including without limitation, illegal substances. The Open Box Policy does not apply to Jobs containing confidential information as defined in Section 6.2.

10.2 Notwithstanding Flexio’s encouragement to use no or minimal packaging, you still have the responsibility to package items in your Job appropriately based on level of risk, fragility, and other factors specific to the individual item, as determined by you. Flexio cannot know what packaging is necessary for any item you send. Please use your best judgment when packing your Job as Flexio is not liable for loss or damage to any Job if it is not properly packed to withstand the safety and integrity of the item during delivery or in compliance with all applicable law.

11. Flexio Protection Plan

11.1 Flexio wants all Senders to feel confident that their Job is in good hands, the Flexio Protection Plan provides Senders with protection against loss, damage, or theft to items in eligible Jobs (see the Terms and Conditions of the Flexio’s Carrier Liability Program, Annex I).

11.2 For the full terms of Flexio’s Carrier Liability Program and how to file a claim, please contact our support team via electronic mail: support@goflexio.com.

12. Drivers and Drivers’ Responsibilities

12.1 After forming an account on the Flexio platform as a Driver, Driver may be notified of available Jobs and/or Jobs which you may offer to perform or schedule. Nothing in these T&Cs or otherwise guarantees you will be notified of Jobs or your offer to perform any Job will be accepted or that you will be given access to the Job scheduler. Flexio has no control over the volume or type of Jobs that Senders send at any time, including during a Job, and you are not guaranteed to be paired with any particular type of Job or Sender during a Job or otherwise.

12.2 Driver will never under an obligation to offer to perform any Job or to schedule any Job.

12.3 Driver will have the sole discretion to offer or not offer to perform any Job or schedule any Job posted; provided, if your offer is accepted, or you begin a Job, you are then contractually bound under these T&Cs to complete all Job(s) you are paired with, as per the Sender’s instructions and in accordance with the Sender requirements.

12.4 The real-time tracking and full photographic chain of custody features in the Flexio platform are embedded and are integral to your performance of Jobs in accordance with Sender requirements. The Flexio platform automatically sends prompts and notifications to Driver, provides real-time tracking and status updates to Senders and Stop recipients during the performance of the Job, sends copies of pickup and delivery photos to Senders, and gives Flexio support the ability to communicate with Driver, Senders, and Stop recipients in order to facilitate the completion of the Job as needed.

12.5 Driver acknowledges that his/her personal phone number will be made available to the Sender so that the Sender and/or Stop recipient may contact Driver directly to facilitate the completion of the Job as needed.

12.6 Flexio does not have the right to, and shall not, control the manner or the method of accomplishing any Job to be performed by the Driver. Driver is solely responsible for determining whether or not Driver meets the Sender requirements for a posted Job before offering on it, and the most effective, efficient, and safe manner to perform the Job, including determining the manner of pickup, delivery, and final route selection.

12.7 Driver does not and will not have a supervisor or any individual at Flexio who supervises the performance of Driver Jobs and Driver does not and will not be required to make regular written or oral reports to any person at Flexio with respect to the performance of Driver Jobs, and Driver will not receive performance evaluations from Flexio.

12.8 Flexio does not and will not require any specific make or model of the vehicle you use to perform Jobs. Sender requirements and Job details set forth any requirements for the vehicle to be used by the Driver to perform the Job.

12.9 Driver will not be required to wear a uniform designating Flexio as the provider of your delivery services or use signage or other designation of Flexio on your vehicle.

12.10 Driver acknowledges and agrees that Driver is solely responsible for all costs and expenses related to your use of the Flexio App and the performance of Jobs you choose to provide using the Flexio App, including without limitation, purchasing and maintaining: vehicle(s) and all expenses incurred therewith, including licensing and registration, gas, needed repairs and ongoing maintenance; cellular equipment and data access, and all expenses incurred therewith, including monthly service charges and maintenance; such equipment as may be required by a particular Sender or as may be needed to perform any particular Job Driver offers to perform, such as trailers, hitches, lifts, hand trucks, blankets, and such other equipment listed by a Sender in the Job details; licenses, permits and/or training as may be required to perform the Jobs Driver offers to perform in accordance with all applicable law, industry standards and Sender requirements; and insurance coverage related to your use of the Flexio App and the performance of the Jobs Driver chooses to perform, including without limitation, automobile liability insurance, workers’ compensation insurance, occupational hazard insurance, and health insurance coverage.

12.11 Driver acknowledges that standard automobile liability insurance may not provide you coverage while performing a Job or while logged into the Flexio App. You are responsible for consulting your insurers to ensure that you have insurance that covers your performance of a Job and your use of the Flexio App before you offer to perform a Job.

13. Sender Requirements (for Drivers)

13.1 All Senders expect that Drivers will perform Jobs in a timely, safe, professional, and workmanlike manner and in accordance with applicable industry standards and all applicable law.

13.2 Driver acknowledges that these Sender requirements (“Sender Requirements”) are applicable to all Drivers and Jobs, and Driver agrees that during the performance of Jobs Driver, any helper (as defined below) used, or Driver’s personnel (as defined below) will:

13.2a Possess the proper vehicle, equipment, licenses, permits, training, and/or insurance as are required by a Sender in order to perform any particular Job you offer to perform, applicable law, or recommended by applicable industry standards.

13.2b Use vehicles in good operating condition and, on the outside, clean and well maintained without material physical damage, and on the inside, smoke, and odor free and free of excessive pet dander.

13.2c Not use open convertibles or open truck beds in the performance of Jobs containing perishable or delicate items.

13.2e Not wear clothing displaying the logo or brand of Flexio or any of its affiliates, or a particular Sender while performing Jobs or which is obviously and generally offensive or unprofessional.

13.2f Not smoke, including on the way to pick up a Job.

13.2g Not engage in activities that distract from the performance of the Job, including being under the influence of illegal drugs and/or alcohol or illegally talking or texting while driving.

13.2h Not disable your device’s geolocation software while performing Jobs.

13.2i Not enter any Stop recipient’s home, nor enter or access any secure, private or employee-only areas in any place of business.

13.2k Not carry on your person any personal weapon or other item designed or used for inflicting bodily harm or physical damage (including knives and firearms) when entering any pickup or drop off location.

13.2l Not be accompanied by minors or unnecessary helpers or personnel; provided further that you and/or your personnel shall not be accompanied by any other person if the Job contains prescription medicine or pharmaceuticals.

13.2m Sender requirements have been established by one or more Senders and are being communicated to you herein in accordance with our contractual obligations and indicate what Sender’s desire and what they deem is acceptable performance by you. They are not meant to be exclusive; a Sender may have additional requirements and instructions that will be set forth in the Job details or otherwise made available to you.

13.2n You acknowledge that any provisions in these T&Cs setting forth requirements, qualifications, specifications or performance standards, including the Sender requirements, or having the effect of reserving ultimate authority in Flexio for ensuring the same, have been inserted at the request and on behalf of the Senders who are using the Flexio platform, and are included specifically for their benefit, for the safety of the other users of the Flexio platform, Stop recipients and members of the general public, and/or to achieve compliance with applicable law.

14. Driver Agreements, Representations and Warranties

14.1 Driver represents and warrants that is at least eighteen (18) years of age, or such older age as may be required in a state or other jurisdiction that restricts the ability to enter into agreements due to age. If You are not the required age, you must not use the platform and you may not perform Jobs or schedule Jobs.

14.2 Prior to offering to provide any delivery services, the Driver agrees that will have full right and authority to contract to perform the Job.

14.3 Driver agrees to comply with all applicable law while using the platform and offering on Jobs including, but not limited to, labor and employment laws such as the Immigration Reform and Control Act of 1986, as amended, and the Illegal Immigrant Reform and Immigrant Responsibility Act of 1996, as amended.

14.4 Driver agrees to have a mobile device with the Flexio App running, and to not disable the Flexio App or its geolocation software at any time while performing Jobs and Jobs.

14.5 Driver agrees that his/her personal phone number being made available to the Sender and/or Stop recipient and authorize communications between the Flexio platform, you, and Senders and/or Stop recipients, and authorize Flexio support, Senders and/or Stop recipients to communicate with, and/or initiate communications between, you, Sender and/or the Stop recipient directly or on your behalf, solely as needed to facilitate the completion of the Job.

14.6 Driver agrees to use a true facial picture in your profile when creating a Flexio account.

14.7 Driver represents and warrants that operates an independently established business or enterprise that provides delivery, courier, or similar services regularly.

14.8 Driver agrees that Flexio will not reimburse you for any expenses or costs related to your use of the Flexio platform or the performance of any Job, and you agree to not seek reimbursement of the same from Flexio or any Sender.

14.9 Driver represents and warrants that will possess all equipment and vehicles required by a Sender to perform a Job PRIOR to offering to perform the Job.

14.10 Driver agrees that will not offer to perform Jobs unless you are physically capable of handling the Job and agree that and Flexio will not pay or reimburse you for medical care, or any other claims, costs or expenses you may incur if you are hurt or injured while performing a Job.

14.11 Driver agrees that at all times when using the Flexio App to perform Jobs you will maintain current, valid insurance, in amounts and of types required by applicable law and your insurer(s), including automobile liability, commercial auto coverage, health insurance, workers’ compensation and/or occupational accident insurance. The valid insurance shall include Flexio as an additional insured and loss payee.

14.12 Driver represents and warrants that his/her insurance coverage is sufficient insurance to cover any damages, injuries, or harm you may incur or cause arising out of, or related to your use of the Flexio App and the performance of the Jobs you offer to perform, including damages to your or a third party’s property and costs of medical care you or a third party may require due to injury.

14.13 Driver agrees that is solely responsible, and will not be reimbursed for, any expenses or costs related to your obtaining or maintaining any insurance coverage and you agree to deliver to Flexio upon request, current certificates of insurance as proof of coverage.

14.14 Driver agrees that prior to offering to perform a Job, and at all times when performing a Job requiring a license, permit, or training, you will possess and maintain current, valid licenses, permits and training certifications as required by applicable law, Sender requirements and as recommended by industry standards.

14.15 Driver agrees is solely responsible for, and will not be reimbursed for, any expenses or costs related to Your obtaining or maintaining any permits, licenses, or training certifications.

14.16 Driver agrees to notify Flexio promptly if you discover, or suspect, any prohibited item(s) in a Job and observe the best practices found here: Prohibited Items and Suspicious Locations.

14.17 Driver understands that the Open Box Policy does not apply to Jobs confidential information as defined in Section 6.2 and 10.1.

14.18 Driver agrees to promptly remove any confidential information, including any PII and PHI transmitted or disclosed to you via the Flexio App and through your performance of a Job from your possession, including stored on your personal devices, including by deleting all pickup and delivery photographs or other information (whether or not containing Confidential Information) within fifteen (15) days of a completed Job, or promptly upon notice from Flexio.

15. Flexio Jobs

In addition, all users are participating in Flexio Jobs, you further acknowledge and agree:

15.1 During a Job, Driver will only perform those Jobs where the Driver is paired with the chosen Job. Driver will not be able to offer other Jobs during the assigned Job.

15.2 During a Job, the Driver will perform all Jobs in his or her chosen zone that are sent to the Driver in the Driver App.

15.3 The Jobs Driver receives during the chosen Job will be varied in the number of items and Jobs, estimated time for completion, and estimated distance.

15.4 During a Job, the Driver will only perform those Jobs where the Driver is paired with the chosen Job, and the Driver will not be able to offer any other Jobs during your Job.

15.5 If the Driver cannot complete all Jobs received by the end of the Job (for reasons not attributable to the Driver, the Driver’s vehicle, or the Driver’s negligence or fault), the Job’s Earnings Guarantee will be proportionally increased, with a maximum cap of 30% of the estimated initial duration, in order to take into account, the additional minutes the Job was extended.

16. Service Animals

16.1 Drivers are not to have animals in their delivery vehicle, including service animals unless such service animal is necessary to the Driver’s performance of delivery services.

16.2 If a Driver must have a service animal present all Job items must be kept in a separate container that provides protection from pet hair and dander.

16.3 In no event shall a Driver with a service animal offer to provide delivery services for Jobs containing food and food related items, clothing, or unpackaged items.

16.4 Drivers should note that service animals may cause complaints from certain Senders and or Stop recipients and such complaints may lead to a Driver being requested to not perform Jobs for certain Senders.

17. Driver Helpers and Driver Personnel

17.1 To the extent permitted by applicable law and a Sender and further subject to these T&Cs, a Driver may be accompanied by a “helper” (“Driver Helper”) and/or may hire or engage others as employees or subcontractors (collectively “Driver Personnel”) to perform a Job.

17.2 Helpers: All helpers must be essential to the completion of the Driver’s Job in accordance with Sender requirements and be accompanied at all times by the Driver of the Flexio account that made the offer to perform the Job.

17.3 Personnel: A Driver is not required to perform Jobs personally, but may, to the extent permitted by applicable law and subject to these T&Cs, hire or engage Driver personnel to perform Jobs on the Driver’s behalf.

17.4 A Driver shall be solely responsible for the direction and control of any Driver helper or Driver personnel used by Drivers hereunder in accordance with these T&Cs and the Sender requirements and shall be liable for all actions and omissions of its helper or personnel.

17.5 A Driver has full and sole responsibility for the payment of all amounts due to helpers and/or personnel for Jobs performed on the Flexio platform or otherwise, including all wages, benefits and expenses, if any, and for all required state and federal income tax withholdings, unemployment insurance contributions, and social security taxes. Neither Flexio nor its affiliates, nor any Sender, shall have responsibility for any wages, benefits, expenses, or other payments due to a Driver’s helpers or personnel for income tax withholding, social security, unemployment insurance contributions, or other payroll taxes relating to helpers or personnel. Unless specifically mandated by applicable law, Flexio shall have no authority to withhold state or federal income taxes, social security taxes, unemployment insurance taxes/contributions, or any other local, state, or federal tax on behalf of helpers or personnel.

17.6 Notwithstanding the above, you acknowledge that Sender requirements provide that under no circumstances may you be accompanied by a minor while performing a Job, by any unnecessary/non-essential person, including any helper or personnel if not needed for the specific Job; or by any other person (including a helper or personnel) while performing any Job containing prescription medicine or pharmaceuticals.

17.7 If you intend to use helpers or personnel, you must send notice thereof in advance to Flexio at support@goflexio.com and will receive further directions.

18. Actions Leading to Temporary Locks or Permanent Deactivations of User Accounts

18.1 Without limiting any other of its remedies at law or in equity, Flexio, in its sole discretion, may temporarily lock Your account and initiate an investigation potentially leading to Your permanent deactivation if:

18.2 You are suspected of breaching, or are credibly alleged to have breached, any of the T&Cs applicable to you, including any of your user agreements, representations, or warranties, or any of Flexio’s other policies governing your use of the platform, including those set forth in support articles.

18.3 We are unable to verify or authenticate any information you provide to us when using or receiving the services.

18.4 We believe that your actions may cause financial loss or legal liability to any other user, Flexio, its affiliates, or its third-party providers.

18.5 We suspect, we find, or it has been credibly alleged that you have engaged in fraudulent, illegal, dangerous, or harmful activity in connection with your use of or access to the Flexio platform, or in connection with your receiving or providing services, including theft.

18.6 We receive a claim that items in your Job are missing or damaged.

18.7 Prohibited items are discovered in your Job.

18.8 If you are a Driver and you cancel your Jobs after acceptance without reasonable cause.

18.9 If you are Driver and you are a “no-show” to pick up your Job or start your Job without reasonable cause.

18.10 You receive multiple complaints or low ratings, as a Driver or Sender

18.11 You have not offered a Job if you are a Driver, or posted a Job if you are a Sender, for 60 days or more.

18.12 A user’s account will remain locked during the investigation of any incident or action for such time as Flexio determines is necessary, in its sole discretion.

18.13 Flexio may reactivate any user whose account was temporarily locked in its sole discretion.

18.14 If Flexio permanently deactivates your account, you may be eligible for an appeal, as set forth below.

18.15 You hereby grant Flexio permission and the full right and authority to fully investigate and prosecute violations of any of these terms (including all documents and agreements referenced or incorporated herein) to the fullest extent of the law, including involving, cooperating, or disclosing your personal information to insurance companies, pursuant to a valid subpoena, and law enforcement authorities in connection therewith.

18.16 Without limiting our other remedies, we may withhold Job payments, limit, lock or deactivate your user account, prohibit access to the platform, apps, websites, and their content (including your own), services and tools, delay or remove hosted content, and take technical and legal steps to prevent any user from accessing the platform, apps, websites or any portion thereof if we believe that they are creating risk or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of these terms and other published Flexio terms or policies.

19. Appeal Process

19.1 Flexio does not make the decision to permanently deactivate a user’s account without a complete investigation. However, in some instances, we allow a user to appeal Flexio’s decision to permanently deactivate their account.

19.2 We will not accept appeals for certain deactivation decisions related to “zero tolerance” violations, such as criminal or fraudulent activity while using the platform or breaches of the Non-Discrimination or Respect Other Policies.

19.3 Because it is impossible to anticipate the full range of reasons that could result in the permanent deactivation of a user’s account, ultimate determination of eligibility will be made by Flexio on a case-by-case basis. A user will be allowed only one appeal. All appeal decisions made by Flexio are final and not subject to further appeal.

19.4 You can find the full details of Flexio’s appeal process in the email you received notifying you of the deactivation of your account. If you believe your deactivation is eligible for an appeal, please submit your appeal by following the instructions in your deactivation email.

20. Deactivated Accounts

20.1 If your account is permanently deactivated your account information will be deleted in accordance with Flexio’s Privacy Policy and you will be removed from the Flexio platform and no longer have access to or use of the Platform. Permanent deactivation will cause you to lose your username and persona as well as any privileges, certifications, badges, or other earned items associated with your account. If your account was not deactivated for cause, you may open a new account on the Platform. It will be considered a material breach of these T&Cs if a user who has been deactivated for cause, opens a new account on the Platform and such new account will be deactivated without notice or right to appeal. Flexio is under no obligation to compensate any user for any losses as a result of a user’s deactivation.

20.2 All Flexio actions taken with respect to the temporary lock and/or permanent deactivation of your account may be taken at Flexio’s sole discretion, with or without notice, and without liability to you.

21. Billing and Payment

21.1 Under these T&Cs, Flexio is not and will not be a party to the agreements made between users for delivery services using our platform, including the Sender’s agreement and responsibility to pay the Driver, therefore. In order for Flexio to facilitate payments to be made and received for delivery services hereunder, all users of our platform are required to provide to Flexio their credit card or bank account details and such other information needed to vet the user by the Payment Service Provider retained by Flexio (the “PSP”).

21.2 Client authorizes Flexio to automatically debit their Credit Card or Bank Account as authorized, upon the completion of a Job.

21.3 By accepting these T&Cs, each user agrees that they have downloaded or printed, and reviewed and agreed to the PSP Agreement. Please note that Flexio is not a party to the PSP Agreement and has no obligations or liability to any user under the PSP Agreement.

22. Payment Processing

22.1 Payment processing services are provided by Transactis and/or Quickbooks and/or Stripe and subject to their terms, available at https://www.transactis.com, www.quickbooks.com, or www.stripe.com.

22.2 By using the Flexio platform to pay for Jobs, all users agree to be bound by the Terms and Conditions from this agreement and agree to the pricings provided before accepting Jobs and to its service terms, or if Software as a Service, agree to the pricing provided in https://www.goflexio.com/software#:~:text=pay%20per%20use.-,Pricing,-Monthly. Both pricings may be modified from time to time.

22.3 As a condition of Flexio enabling payment processing services through one of Flexio’s providers per clause 23.1, all users authorize Flexio to obtain all necessary access and perform all necessary activity on to facilitate payment for services as contemplated by these T&Cs and your relationship with Flexio.

22.4 All users further agree to provide accurate and complete information about you and your business and authorize Flexio to share transaction information with one of Flexio’s providers per clause 23.1for the purposes of facilitating the payment processing services provided by one of Flexio’s providers per clause 23.1. Flexio reserves the right to switch payment processing vendors or use alternate or backup vendors at its discretion.

23. Instant Pay

23.1 Drivers may elect to receive payments through Flexio’s Instant Pay feature (which Flexio may offer to You in its sole discretion and availability).

23.2 If you elect to use Instant Pay, you acknowledge that you will be charged a fee for this service as disclosed by Flexio prior to your election.

23.3 You understand that your financial institution may not support Instant Pay, neither Flexio nor Instant Pay make any guarantee concerning how quickly payments will settle with your account, and not all payments through the Flexio platform are eligible for Instant Pay.

23.4 If you elect to use any direct debit features made available by Flexio or its third-party partners, you acknowledge that you may be subject to supplemental agreements related to those services.

24. Billing

24.1 Senders will be responsible for the payment of each Job, or accumulated Jobs, as per the Terms and Conditions of the Schedule provided on Clause 23.2.

24.2 Senders are responsible for paying for each Stop contracted for, which will include:
(i) the pricing terms of the Job provided to the Driver.
(ii) reimbursement of documented tolls and parking fees incurred by Driver in connection with the Job (if such Sender has agreed to reimburse for the same).
(iii) any cancellation or wait fees, as may be applicable to the Job, and
(iv) any other fee Flexio may assess for use of its Platform (combined, the “Job Payment”).

24.3 Unless otherwise agreed by Flexio, any fees that Flexio may charge a user for their use of the Flexio platform (including to receive or perform any services), are due immediately and are non-refundable.

24.4 This no refund policy shall apply at all times regardless of your decision to terminate your usage of our platform, our decision to terminate your usage of our platform, disruption caused to our platform or the Services either planned, accidental or intentional, or any reason whatsoever.

24.5 Flexio reserves the right to change pricing at any time and any pricing information published on the Flexio Website may not reflect the current pricing.

25. Taxes

25.1 Users of the platform will be liable for any taxes (including IVU, if applicable) required to be paid because of the user’s use of or access to the Flexio platform or receiving or performing any services or on any Job payment received (other than taxes on the Flexio’s income).

26. Payment, Withholding and Release

26.1 If accepted for a Job, the Driver is solely responsible for completing delivery of the Job as agreed upon BEFORE being paid.

26.2 Flexio, in its sole discretion, may place a hold on a Driver’s Job payment if the delivery of the Job is not provided expressly in accordance with the Sender requirements and any other directions set forth in the request for delivery services, and these T&Cs, and/or Flexio determines it otherwise necessary or advisable to place a hold on such Job payment, including without limitation if Flexio has any suspicion or reason to believe that a Driver or Sender has breached these T&Cs or any applicable law.

26.3 If a Job payment is placed on hold, Flexio will release a Job payment to a Driver upon establishing the validity of the accounts and Jobs under suspicion, in Flexio’s sole but reasonable discretion.

26.4 Driver agrees that any and all Job payments are set forth in the Job as posted and are paid to Driver in accordance with the payment method chosen by such Driver.

26.5 All Drivers agree that all Job payments are facilitated via the Flexio platform through the PSP, and they will not seek any Job payment directly from a Sender or the recipient of a Stop, including a store merchant.

26.6 Driver hereby waives any and all right to commence any action for a Job payment directly from a Sender or a recipient on the Flexio platform.

27. Reimbursement for Parking Fees and Tolls

27.1 Some Senders may choose to reimburse a Driver for the cost of parking fees and tolls incurred while performing a Job or multiple Jobs during a Job.

27.2 If a Sender has agreed to reimburse Drivers for parking fees and tolls, the Job as posted on the platform will indicate that parking and tolls will be reimbursed and provide the Driver functionality to upload their receipt(s) after completing the Job.

27.3 A Driver will be reimbursed for parking fees and tolls incurred and paid for by Driver while performing a Job ONLY if the Driver uploads their receipts (or other adequate evidence of incurring the same) to Flexio within fifteen (15) days of incurring the expense.

28. Gratuities

28.1 Although gratuities are not established within the Flexio Platform, Senders and delivery order recipients may give gratuities to Drivers and Drivers shall retain 100% of any gratuity paid.

28.2 Notwithstanding the above, the Driver acknowledges that once they offer to perform a Job, they have agreed to perform the Job for the amount set forth in the request for delivery services.

28.3 Any decision to give additional gratuity or further compensation is completely voluntary and Driver agrees that they will not and will ensure that their helpers and personnel do not ask for or insinuate any obligation for additional compensation or gratuities from any Sender or Stop recipient.

29. Unexpected Costs

29.1 Driver agrees that the Job payment amount will not be increased to cover any expected or unexpected costs or expenses Driver, or its personnel incur while performing Jobs, including for additional gas expenses or damage to a Driver’s or its personnel’s vehicles and equipment, and Driver acknowledges that their costs and expenses may be higher than the amounts earned from performing Jobs resulting in an overall loss of income.

30. Intellectual Property - Flexio Intellectual Property; Ownership of the Flexio Platform

30.1 Flexio solely owns and shall retain all right, title, and interest in and to the Flexio platform, its products, services, confidential information, Flexio content (as defined below), and its trademarks, service marks, trade names, logos, logotypes, insignia, inventions, copyright or patent-protected matter, associated therewith, database rights, or other intellectual property software, patents, design rights (whether registered or unregistered), trade secrets and all other similar proprietary rights whether or not currently registered, wherever existing in the world, with full rights to apply for protection of the same (“Flexio Intellectual Property”).

30.2 Any and all drawings, designs, artwork, tapes, prints, plates, source code, modifications, extensions, upgrades, and derivative works of Flexio’s intellectual property, or any discoveries, ideas, inventions, improvements or other materials, original or otherwise, belonging to a party, either written or readable by machine, regardless of whether any portion thereof is or may be validly copyrighted or patented, are included in its intellectual property shall remain the property of Flexio and may not be copied or duplicated in any manner.

30.3 Nothing will restrict or limit Flexio’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit your feedback (as defined below), without compensating or crediting you or any individual providing such feedback. “feedback” includes suggestions for correction, change, or modification to the Flexio platform or the services provided via the Flexio platform; evaluation data and reports relating to the performance of the Flexio platform and services provided hereunder; and other reactions or ideas for improvements relating to the Flexio platform and services provided via the Flexio platform.

31. Your Access and Use of the Flexio Platform

31.1 Subject to your compliance with the T&Cs, Flexio hereby grants to you the limited right to access and use the platform on any authorized Android device that you own or control and/or any Apple device that you own or control and as permitted by the usage rules set forth in Section B of the Services and Content Usage Rules (the “Usage Rules“).

31.2 This grant does not allow you to use the platform on any device that you do not own or control.

31.3 The terms of this grant will govern any upgrades provided by Flexio that replace and/or supplement the Flexio platform unless such upgrade is accompanied by a separate grant in which case the terms of that grant will govern.

31.4 You acknowledge and agree that the availability of the platform is dependent on the third party from which you received the application license, e.g., the Apple iPhone or Android app stores (“App Store”).

31.5 You acknowledge and agree that this agreement is between you and Flexio and not with any App Store.

31.6 Flexio, not the App Store, is solely responsible for the platform, including the mobile application(s), the content thereof, maintenance, support services and warranty therefore, and addressing any claims relating thereto.

31.7 In order to use the platform, you must have access to a wireless network, and you agree to pay all fees associated with such access.

31.8 You also agree to pay all fees (if any) charged by the App Store in connection with the platform.

31.9 You agree to comply with, and your license to use the platform is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the platform.

31.10 You represent and warrant that you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country.

31.11 You represent and warrant that you are not listed on any U.S. Government list of prohibited or restricted parties.

31.12 You acknowledge and agree that each App Store (and its affiliates) is an intended third-party beneficiary of this agreement and has the right to enforce the terms and conditions of this agreement.

31.13 Flexio reserves the right to Job offering and/or supporting our platform and/or our users’ ability to receive or perform services or any particular portion or part of our platform or access to services at any time, at which point your right to access and use the platform and your access to the services therefrom, or any part thereof, will be automatically deactivated. In such an event, Flexio shall not be required to provide refunds or other compensation to users in connection with any discontinuation of the platform or access to services.

32. You agree NOT to:

32.1 License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the platform in any way.

32.2 Use or commercially exploit Flexio’s logos, trademarks, service marks, and trade names, including on any website of yours, or challenge or assist others in challenging Flexio’s ownership or registration thereof, or attempt to register any trademarks, service marks or trade names confusingly similar to that of Flexio’s.

32.3 Modify or make derivative works based upon the platform.

32.4 Create I\internet “links” to the platform, alternate access to services, or “frame” or “mirror” any part of the platform on any other server or wireless or internet-based device.

32.5 Reverse engineer or access the platform to copy any ideas, features, functions, or graphics of the platform whether to build competitive products or services using similar ideas, features, functions or graphics of the Platform.

32.6 Launch an automated program or script that unduly burdens, interferes, disrupts, hinders the integrity, operation and/or performance of the platform (or the data contained therein) in any way or for any user, including but not limited to Trojan horses, viruses, worms, web spiders, web crawlers, web robots, web ants, web indexers, bots, or any program which may make multiple server requests per second, or send and/or store in our platform material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs.

32.7 Attempt to gain unauthorized access to the platform or its related systems or networks or circumvent or attempt to defeat any security or verification measures relating to use of the Platform.

32.8 Use our platform to send spam or otherwise duplicative or unsolicited messages, send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or that violates third-party privacy rights.

33. Content

33.1 Licenses granted by Flexio in content: subject to your compliance with the T&Cs, Flexio grants you a limited, non-exclusive, non-transferable/sublicensable, non-assignable license to view, download and print any content that Flexio makes available through the platform or on its social medial pages and feeds (“Flexio Content“) and to view any content that a user posts, uploads, publishes, submits or transmits to be made available through the platform or on Flexio social media pages and feeds, including any questions, comments, suggestions, ideas, or feedback (“User Content” and with Flexio Content collectively, “Collective Content“). Neither Flexio content nor user content includes information provided or received by users when performing or receiving delivery services hereunder, whether or not confidential information, including pickup and delivery photos. No user is granted any license to or right therein and may not post or otherwise disclose on social media pages and feeds, whether or not Flexio’s, any content containing such media and it will be deemed a material breach of these T&C if you do so. Collective content may be used solely for your personal and non-commercial purposes. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit collective content, except as expressly permitted in the T&Cs. No licenses or rights are granted to you by implication or otherwise in any intellectual property rights owned or controlled by Flexio or its licensors in such collective content.

33.2 Social Media: Flexio maintains certain social media pages and feeds. By maintaining these social media pages, Flexio intends to build a welcoming community where everyone can engage in meaningful dialogue with one another. Our goal is to post and have posted relevant, interesting content and we welcome your comments, suggestions, and feedback. However, we want all users who contribute on Flexio’s social media pages and feeds to be able to express their opinions freely and feel comfortable entering into informed debate and discussion. When posting, commenting, or otherwise interacting or engaging with Flexio’s social media pages, you agree to comply with Flexio’s Social Media Guidelines. Flexio has no responsibility to, and does not, monitor your access to or use of collective content or review user content for the inclusion of illegal or impermissible content. Flexio reserves the right, at any time and without prior notice, to remove or disable access to any user content that Flexio, at its sole discretion, considers to be in violation of its Social Media Guidelines or these T&Cs. By posting on our social media pages, you represent and warrant that your user content complies with Flexio’s Social Media Guidelines and does not contain any content prohibited or otherwise restricted therein.

33.3 License Granted by User: We may, in our sole discretion, permit users to post, upload, publish, submit, or transmit user content. By making available or posting any user content on or through the platform you hereby grant to Flexio a worldwide, irrevocable, perpetual, exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, disseminate and otherwise exploit such user content. Flexio shall be entitled to the unrestricted use of all user content for any purpose, commercial or otherwise, without acknowledgment or compensation to you. Flexio claims no ownership rights in any user content and nothing in the T&Cs will be deemed to restrict any ownership rights, or other rights that you may have to use and exploit your user content. You acknowledge and agree that you are solely responsible for all user content that you make available through the platform or App. By posting or making available any user content, you represent and warrant that you are the sole and exclusive owner of all user content that you make available or post or you have all right, license, consent and release required to grant to Flexio the rights in such user content contemplated under the T&Cs; and neither the user content nor your posting, uploading, publication, submission or transmittal of the user content or Flexio’s use of the user content (or any portion thereof) will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law. Sender hereby grants to Flexio a worldwide, royalty-free, non-exclusive license to use and display the Sender’s name, logos, trademarks, service marks, and trade names (“Marks”) in Flexio’s customer list(s), case studies, press releases, advertising and other public or promotional statements, including displaying such Marks on our Websites and App. User represents and warrants that it owns and/or has the right to produce and use its Marks, and any other intellectual property that it provides directly to Flexio, including through the platform or App, and that those will not infringe any patent, copyright, trademark, trade secret, or other intellectual property, proprietary, or contract right of any third party. Flexio shall use all Marks in compliance with all applicable laws and regulations. The ownership and all goodwill accruing to the Marks arising directly from its use by the Flexio shall vest in and inure to the benefit of the Sender.

33.4 Third-Party content and Interactions: Via the Flexio platform, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party service providers, advertisers or sponsors showing their goods and/or services through the platform (“Third-party Content”). Any such activity, and any terms, conditions, warranties, or representations associated with such activity, is solely between you and the applicable third party. Flexio, its affiliates and its licensors shall have no liability, obligation or responsibility for any third-party content, or such agreements, correspondence, purchase, transaction, or promotion between you and any such third- party. Flexio does not endorse any third-party content, or sites on the Internet that are linked through our platform, and in no event shall Flexio, its affiliates or its licensors be responsible for any third-party content, products, services, or other materials on or available from such sites or third-party providers. Flexio may rely on third-party advertising and marketing supplied through the platform and other mechanisms to subsidize the platform. By agreeing to these T&Cs you agree to receive such advertising and marketing. If you do not want to receive such advertising, you should notify us in writing.

34. Miscellaneous - No Warranties, Express or Implied

34.1 The services and our platform are provided to you strictly on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose and non-infringement and all warranties are hereby disclaimed by Flexio to the maximum extent permitted by applicable law.

34.2 Without limiting the foregoing, neither Flexio nor its affiliates or licensors represent, warrant or guarantee: the accuracy or completeness of any content provided through the platform, or the content of any websites linked to the platform; that access to the services or platform will be uninterrupted, error-free, secure, timely or operate on any device or in combination with any other hardware, application, system or data; the results that may be obtained from the use of the services or platform; that the services or platform, or the quality of any products, services, information or other material purchased or obtained by you through the platform, will meet your requirements or expectations; the timeliness, accuracy, or reliability, of any user; the timeliness, accuracy, or reliability of our services or platform, or any information or materials provided through or in connection with the use of the services, platform or app; that the platform is free from viruses, worms, Trojan horses, or other harmful components; that any errors or defects in the services or platform will be corrected; or that any personal information supplied by you will not be misappropriated, intercepted, deleted, destroyed or used by others. Additionally, Flexio does not warrant, endorse, guarantee or assume responsibility for any service advertised or offered by a third-party through the platform or any hyperlinked website or featured in any banner or other advertising and Flexio will not be a party to or in any way be responsible for monitoring any transaction between you and third-party providers of products or services.

35. Limitations of Liability

35.1 Neither Flexio nor its affiliates or licensors is responsible for the conduct, whether online or offline, of any user of our platform and Flexio and its officers, directors, employees, agents, representatives, affiliates, and licensors are not liable for any loss, claim, injury, or damage arising in connection with your use of the platform or you’re receiving or providing services. You hereby release Flexio, its officers, directors, employees, agents, representatives, affiliates, and licensors from any liability related to any use of our platform or you’re receiving or providing services or the conduct or misconduct of a user.

35.2 Flexio expressly disclaims any liability that may arise between users of its platform. Use of our platform and receiving or performing services thereunder are entirely at your own risk. Flexio currently does not and has no obligations to assess the suitability, legality, or ability of any user to perform or complete a Job.

35.3 Under no circumstances will Flexio, its affiliates, its licensors, or any of such parties’ agents, employees, officers, directors, corporate partners, or participants be liable to you, another user or any third party for any indirect, incidental, consequential, punitive, special or exemplary damages arising in connection with your use of or inability to access or use the platform or services, any reliance placed by you on the completeness, accuracy or existence of any advertising, or as a result of any relationship or transaction between any user, any third-party service provider, advertiser or sponsor whose advertising appears on the website or is a user of the platform including for personal injury, loss of data, revenue, profits, use or other economic advantage, even if all parties have been previously advised of the possibility of such damages.

35.4 You acknowledge and agree that Flexio is only willing to provide the platform for your use if you agree to the above limitations of our liability to you and third parties.

35.5 Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations may not apply to you.

36. Waiver and Release

36.1 You acknowledge that users providing or receiving services using the Flexio platform might not be insured, licensed or permitted and you expressly release agree not to hold Flexio, its affiliates, its licensors, its partners in promotions, sweepstakes or contests, or any of such parties’ agents, employees, officers, directors, corporate partners, or participants liable for any damage, suits, claims, and/or controversies (collectively, “liabilities”) that have arisen or may arise, from or in any way relating to a user’s performance or receipt of services hereunder, or any other third party introduced to you by the platform whether during a Job, or otherwise relating to your or any other party’s use of or inability to access or use the platform or services, including without limitation any liabilities arising in connection with the conduct, act or omission of any user (including without limitation stalking, harassment that is sexual or otherwise, acts of physical violence, and destruction of personal property), failure of a user to be adequately insured, licensed or permitted, any dispute with any user, any instruction, advice, act, or service provided by Flexio or its affiliates or licensors and any destruction of your information whether known or unknown, and whether or such conduct, act or omission occurs during your use or access of the platform or app or during the performance of a Job. And you expressly waive and release Flexio from any and all any liability, claims or damages arising from or in any way related to a user’s performance or receipt of services hereunder, or any other third party introduced to you by the platform whether during a Job, or otherwise.

36.2 If notwithstanding the foregoing limitations, exclusions, waivers and releases, it is determined that Flexio or its affiliates, its licensors, its partners in promotions, sweepstakes or contests, or any of such parties’ agents, employees, officers, directors, corporate partners, or participants are liable for damages, in no event will the aggregate liability, whether arising in contract, tort, strict liability or otherwise, exceed the total amounts paid by or earned by you, as applicable, during the six months prior to the time such claim arose.

37. Notices

37.1 Flexio may give users general notices, whether regarding the platform, these T&Cs, or otherwise via the app and/or electronic mail to your email address on record in Flexio’s account information.

37.2 Any legal or formal notices, requests or other communications required or permitted to be given hereunder shall be in writing and shall be delivered by hand, by overnight courier, mailed by United States registered or certified mail, return receipt requested, postage prepaid, and addressed to the appropriate party at its address set forth below.

37.3 You may give notice to Flexio at any time by email at support@goflexio.com with a and/or letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail to Flexio at P.O. Box 6417, Bayamón, Puerto Rico 00960, addressed to the attention of: VP of Development. Flexio will give notice to users at the email and/or physical addresses provided by user when forming their account on the Flexio platform.

37.4 Notices shall be deemed to have been given upon the expiration of five (5) business days after mailing or posting (if sent by first class mail or pre-paid post), if not received sooner, or forty-eight (48) hours after sending (if sent by email).

38. Export Control

38.1 You agree to comply fully with all U.S. and foreign export laws and regulations to ensure that none of the platform, any technical data related thereto, or any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

38.2 By using the platform, you represent and warrant that you are not located in a country that is subject to any U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and you are not listed on any U.S. Government list of prohibited or restricted parties.

39. Relationship Between Flexio, Drivers and Senders

39.1 No joint venture, partnership, employment, or agency relationship exists between you and Flexio, any other user, or any third-party provider as a result of your forming an account on the Flexio platform, agreeing to these T&Cs or using, providing or receiving services via the platform.

40. Entire Agreement

40.1 Unless Flexio has entered into a separate written agreement with a user addressing their access or use of our platform, our services and the delivery services, these T&Cs, and all agreements and documents referenced herein comprise the entire agreement between you and Flexio superseding all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and Flexio regarding your use of and access to the Flexio platform, our services and the delivery services.

40.2 If any provision of these T&Cs is held to be invalid or unenforceable, such provision shall be revised as minimally as possible to validate or enforce the same, as well as the original intent of these T&Cs, and the remaining provisions shall be enforced to the fullest extent under applicable law. The failure of Flexio to enforce any right or provision in these T&Cs shall not constitute a waiver of such right or provision.

40.3 Notwithstanding the above, if you have entered into a Dispute Resolution and/or Arbitration Agreement and Class Action Waiver with Flexio and/or any Flexio affiliate you acknowledge and agree such document is part of our agreement governing your access to and use of the Flexio platform; provided that any Dispute Resolution / Arbitration Agreement and Class Action Waiver you have entered into with Flexio and/or any Flexio affiliate is separate and distinct from these T&Cs and no update or modification of these T&Cs creates a renewed opportunity to opt out of such agreement and/or waiver.

40.4 If you have entered into any separate agreement(s) with Flexio and/or any Flexio affiliate addressing your access or use of our platform, our services and/or the delivery services, you acknowledge that the terms of any such agreement governs your access to and use of the Flexio platform, our services and/or the delivery services.

40.5 Governing Law, Consent to Jurisdiction and Venue. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Puerto Rico without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Puerto Rico or any other jurisdiction). The parties agree that any Action ensuing, under or otherwise related to this Agreement will be brought only in the courts of the Commonwealth of Puerto Rico sitting in San Juan, Puerto Rico. Each of the parties hereto consents to venue of any dispute in San Juan, Puerto Rico and further agrees that a non-appealable final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable law. Each of the Parties hereto irrevocably consents to the service of any summons and complaint and any other process in any other Action relating to the transactions contemplated hereby, on behalf of itself or its property, by the personal delivery of copies of such process to such Party. Nothing in this Section 41.5 shall affect the right of any party hereto to serve legal process in any other manner permitted by applicable law.

ANNEX I
Carrier Liability Program

Self-Insurance Program Provided by Flexio

Coverage
Flexio covers up to $100 in declared value for every service or Job, as defined above. Declaring a value higher than $100 is available for a fee, with a maximum declared value of $10,000.00. It is not insurance coverage, but it does offer the opportunity for reimbursement through the claims process (“Reimbursement”).

Declared Value

$0-$100

$100.01-$300.00

$300.01-$10,000.00

Cost

Free

$3.00

$1.15 per $100 of declared value

Flexio does not cover any loss with declared values in excess of $10,000.01 for any fee. The Sender may choose a third-party insurance provider of their choice for the excess declared values.

Claims
Reimbursement covers what happens in transit including: extended delivery delay, damage to items, or any other mishandling that’s out of your business’ control.
A claim can be done through an e-mail filing in a 3-step process:

• Gather your documents. Keep any evidence and documentation regarding your claim until the process is complete. Claims must include the Job’s Job Number, Job’s Job Number, documentation proving item value, and evidence of damage (if applicable).

• File your claim via electronic mail.

• Flexio may decide to pay a claim in full or in part. If your claim is approved, payments are processed within 7-10 business days.