April 18, 2020
These terms of service constitute a legally binding agreement (the “Agreement”) between you and Curri, Inc. (“Curri,” “we,” “us” or “our”) governing your use of the Curri application, website, service, and technology platform (collectively, the “Curri Platform” or the “Platform”).
By entering into to this Agreement, you expressly acknowledge that you understand this Agreement and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE CURRI PLATFORM. USE OF THE CURRI PLATFORM CONSTITUTES AGREEMENT TO THESE TERMS AND CONDITIONS.
PLEASE BE ADVISED: THIS AGREEMENT AND THE DRIVER AGREEMENT CONTAINS PROVISION GOVERNING DISPUTE RESOLUTION, INCLUDING PROVISIONS THAT REQUIRE YOU TO SUBMIT ANY CLAIMS YOU HAVE AGAINST CURRI TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS ACTION OR PROCEEDING.
1. The Curri Platform
The Curri Platform provides a marketplace where persons who seek to transport goods to certain destinations (“Senders”) can send goods by being matched with independent persons going to or through those destinations (“Curriers”). Senders and Curriers are collectively referred to herein as “Users,” and each User shall create a User account that enables access to the Curri Platform. For purposes of this Agreement, the courier services provided to Senders by Curriers who are matched through the Platform shall be referred to collectively as the “Services.” Any decision by a User to offer or accept Services is a decision made in such User’s sole discretion. Curri is a is a logistics management platform. Curri is not a transportation carrier and does not provide transportation services. It is the independent User’s sole decision whether to contract for courier services through the Curri Platform.
2. Modification to the Agreement
Curri reserves the right to modify the terms and conditions of this Agreement, and such modifications shall be binding on you only upon your acceptance of the modified Agreement.
The Curri Platform may only be used by individuals who can form legally binding contracts under applicable law. The Curri Platform is not available to children (persons under the age of 18) or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account.
By becoming a User, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Curri, its affiliated companies and/or Curriers, may include but are not limited to: operational communications concerning your User account or use of the Curri Platform or Services, updates concerning new and existing features on the Curri Platform, communications concerning promotions run by us or our third-party partners, and news concerning Curri and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
5. Intellectual Property
All intellectual property rights in the Curri Platform shall be owned by Curri absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Curri Platform are the property of their respective owners.
The following disclaimers are made on behalf of Curri, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders. The Curri Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the Curri Platform and/or the Services, including the ability to provide or receive Services at any given location or time. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. We do not warrant that your use of the Curri Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the Curri Platform will be corrected, or that the Curri Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Curri Platform or Services. Curri expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately. We are not responsible for the use of any personal information that you disclose to other Users on the Curri Platform or through the Services. Please carefully select the type of information that you post on the Curri Platform or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users or “hackers”). We reserve the right, but we have no obligation, to monitor the materials posted on the Curri Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others. Curri shall not responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Curri Platform.
You will defend, indemnify, and hold Curri including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Curri Platform and participation in the Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, without limitation, Curriers, Senders, and others as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Curri Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of, or passage on any vehicle in the land, seas, or air, including your provision of Services as a Courier; and/or (5) any other activities in connection with the Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
8. Limitation of Liability
IN NO EVENT WILL CURRI, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “CURRI” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE CURRI PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE CURRI PLATFORM, THE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING, INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE CURRI PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE COURIER OR OTHER SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT CURRI HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS, OR OTHER SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
9. Term and Termination
This Agreement is effective upon your creation of a User account. This Agreement may be terminated: a) by User, without cause, upon seven (7) days’ prior written notice to Curri; or b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement. In addition, Curri may terminate this Agreement or deactivate your User account immediately in the event: (1) you no longer qualify to provide or accept Services under applicable law, rule, permit, ordinance or regulation; or (2) Curri has the good faith belief that such action is necessary to protect the safety of the Curri community or third parties. If the event is cured in a timely manner and to Curri’s satisfaction, this Agreement will not be terminated and your User account will not be permanently deactivated.
10. Confidentiality and Personal Information
You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Curri’s business, operations and properties, including User information (“Confidential Information”) disclosed to you by Curri for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Curri in order to prevent it from falling into the public domain.
To the extent Curri processes on your behalf any information that (i) relates to or could reasonably be associated with an individual and (ii) is subject to applicable data protection laws (“Personal Information”), Curri will not use, retain, sell, or otherwise disclose such Personal Information other than as expressly stated in this Agreement or as necessary to provide the Curri Platform or Services.
11. Choice of Law and Severability
This Agreement shall be governed by the laws of the State of Delaware. The invalidity or unenforceability of any provision shall not affect any other part of these Terms and Conditions.
12. IMPORTANT TERMS FOR SENDERS
When ordering Curri’s services you, as “Sender”, are agreeing, on your behalf and on behalf of the receiver of the Shipment (“Receiver”) and anyone else with an interest in the Shipment that these Terms of Service shall apply. “Shipment” means all documents or parcels that travel under one waybill and which may be carried by any means the Currier chooses, including air, road, or any other carrier. A “waybill” shall include any Shipment identifier or document such as a label, barcode, waybill or consignment note as well as any electronic version thereof. Every Shipment is transported on a limited liability basis as provided herein.
As a Sender, you agree to pay the amounts charged for your use of the Curri Platform and Services (“Charges”). Charges include and payments for services, fees, taxes, tips, and other charges you agree to as set forth in this Agreement. Pricing may vary based on the services and Curri has the authority and reserves the right to determine and modify pricing. You are responsible for reviewing the Charges and paying all Charges incurred under your User account, regardless of your awareness of such Charges or amounts. Protect your User account information.
Curriers’ Shipping Fees. Curri will quote you a base shipping fee based on the information you provide regarding the Shipment, including weight, dimensions, and content. If conditions change, the information provided is inaccurate, or changes are made to the Shipment information, the actual shipping fee may change. Curri does not guarantee the shipping fee will equal the fee quoted.
Curri’s Service Fee. Curri may assess a per-Shipment “Service Fee” for your use of the Curri Platform. Curri may assess a cancellation fee in certain cases where a Currier has taken steps to fulfill your request before it was cancelled. Curri may assess a damage fee if your Shipment caused damage to a Currier’s property (including vehicle) because of Sender’s improper packing, including, but not limited to, damage caused by leakage or sharp objects.
Other Charges. Other fee and surcharges may be collected in connection with the Services, including actual or anticipated airport fees, state or local fees, and processing fees. Where required by law, Curri will also collect applicable taxes.
Tips. Following a shipment delivery, you may elect to tip your Currier in cash or through the Curri application. Any tips will be provided entirely to the Currier without deduction.
Facilitation of Charges. All Charges are facilitated through a third-party payment processing service (e.g., Braintree, a division of PayPal, Inc.). Curri may replace its third-party payment processing services without notice to you. Charges shall only be made through the Curri Platform. With the exception of tips, cash payments are strictly prohibited.
No Refunds. All Charges are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Curri Platform, any disruption to the Curri Platform or Services, or any other reason whatsoever.
Credit Card Authorization. Upon addition of a new payment method or in connection with a Shipment, Curri may seek authorization of your selected payment method to verify the payment method, ensure the Shipment cost will be covered, and protect against unauthorized behavior. The authorization is not a charge, but it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of the authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or check card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.
12.2. International Senders
Customs Clearance. The Curri Platform may be used to perform any of the following activities on Sender’s or Receiver’s behalf in order to provide its services: (1) complete any documents, amend product or service codes, and pay any duties, taxes or penalties required under applicable laws and regulations (“Customs Duties”), (2) act as Sender’s forwarding agent for customs and export control purposes and as Receiver solely for the purpose of designating a customs broker to perform customs clearance and entry and (3) redirect the Shipment to Receiver’s customs broker or other address upon request by any person who Curri believes in its reasonable opinion to be authorized.
12.3. Unacceptable Shipments
A Shipment is deemed unacceptable if: no customs declaration is made when required by applicable customs regulations, it contains counterfeit goods, animals, bullion, currency, gem stones; weapons, explosives and ammunition; human remains; illegal items, such as ivory and narcotics, it is classified as hazardous material, dangerous goods, prohibited or restricted articles by IATA (International Air Transport Association), ICAO (International Civil Aviation Organization), ADR (European Road Transport Regulation on dangerous goods) or other relevant organization (“Dangerous Goods”), its packaging is defective or inadequate to ensure safe transportation with ordinary care in handling, it contains any other item which a Currier decides cannot be carried safely or legally.
12.4. Deliveries and Undeliverables
If the Shipment is deemed to be unacceptable, or it has been undervalued for customs purposes, or Receiver cannot be reasonably identified or located, or Receiver refuses delivery, the Currier shall use reasonable efforts to return the Shipment to Sender at Sender’s cost, failing which the Shipment may be released, disposed of or sold without incurring any liability whatsoever to Sender or anyone else, with the proceeds applied against Customs Duties, Shipment fees and charges and related administrative costs with the balance of the proceeds of a sale to be returned to Sender. The Currier shall have the right to destroy any Shipment which any law prevents the Currier from returning to Sender as well as any Shipment of Dangerous Goods.
Curriers have the right to open and inspect a Shipment without notice for safety, security, customs or other regulatory reasons.
12.6. Curri’s Liability with regard to Shipments
Curri’s liability in respect of any one Shipment transported by air (including ancillary road transport or stops en route) is limited by the Montreal Convention or the Warsaw Convention as applicable, or in the absence of such Convention, to the lower of (i) the current market or declared value, or (ii) 19 Special Drawing Rights per kilogram (approximately $US 26.00 per kilogram). Such limits shall also apply to all other forms of transportation, except where Shipments are carried only by road, when the limits below apply. For cross border Shipments transported by road, Curri’s liability is or shall be deemed to be limited by the Convention for the International Carriage of Goods by Road (CMR) to the lower of (i) current market value or declared value, or (ii) 8.33 Special Drawing Rights per kilogram (approximately $US 14.00 per kilogram). Such limits will also apply to national road transportation in the absence of any mandatory or lower liability limits in the applicable national transport law. If Sender regards these limits as insufficient it must make its own insurance arrangements.
Curri’s liability is strictly limited to direct loss and damage to a Shipment only and to the per kilogram limits in this section. All other types of loss or damage are excluded (including but not limited to lost profits, income, interest, future business), whether such loss or damage is special or indirect, and even if the risk of such loss or damage was brought to Curri’s attention. Curri is not liable for any damages or loss caused by delay.
All claims must be submitted in writing to Curri within thirty (30) days from the date that Curri accepted the Shipment, failing which Curri shall have no liability whatsoever. Claims are limited to one claim per Shipment, settlement of which will be full and final settlement for all loss or damage in connection therewith.
12.8. Circumstances Beyond Curri’s Control
Curri is not liable for any loss or damage arising out of circumstances beyond Curri’s control. These include but are not limited to electrical or magnetic damage to, or erasure of, electronic or photographic images, data or recordings; any defect or characteristic related to the nature of the Shipment, even if known to Curri; any act or omission by a person not employed or contracted by Curri - e.g. Sender, Receiver, third party, customs or other government official; “Force Majeure” - e.g. earthquake, cyclone, storm, flood, fog, war, plane crash, embargo, riot, civil commotion, or industrial action.
12.9. Sender’s Warranties and Indemnities
Sender shall indemnify and hold Curri harmless for any loss or damage arising out of Sender’s failure to comply with the following warranties and representations: all information provided by Sender or its representatives is complete and accurate; the Shipment is acceptable for transport under TSA regulations; the Shipment was prepared in secure premises by reliable persons and was protected against unauthorized interference during preparation, storage and any transportation to Curri; Sender has complied with all applicable customs, import, export, data protection laws, sanctions, embargos and other laws and regulations; and Sender has obtained all necessary consents in relation to personal data provided to Curri including Receiver’s data as may be required for transport, customs clearance and delivery, such as e-mail address and mobile phone number.
Sender agrees to all routing and diversion, including the possibility that the Shipment may be carried via intermediate stopping places.
12.11. Dispute Resolution and Arbitration Agreement
SENDER AND CURRI MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives after the Agreement terminates or Sender’s relationship with Curri ends. Arbitration under this Arbitration Agreement will take place on an individual basis. Class actions and class arbitrations are not allowed. Except as expressly provided below, this Arbitration Agreement applies to ALL Claims (defined below) between Sender and Curri, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders.
BY AGREEING TO THIS ARBITRATION AGREEMENT, SENDER IS AFFIRMING THAT SENDER UNDERSTANDS AND AGREES TO WAIVE THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS. SENDER ALSO UNDERSTANDS AND AGREES THAT SENDER MAY ONLY BRING CLAIMS THROUGH ARBITRATION AND MAY ONLY BRING THEM AS AN INDIVIDUAL. SOME TYPES OF CLAIMS MAY BE EXPRESSLY EXEMPTED FROM THIS ARBITRATION AGREEMENT. THIS ARBITRATION AGREEMENT IS INTENDED TO REQUIRE ARBITRATION OF EVERY CLAIM OR DISPUTE THAT CAN LAWFULLY BE ARBITRATED.
Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. Unless Sender and Curri agree otherwise, any arbitration hearings between Curri and a Sender will take place in the county of Sender’s billing address. If AAA arbitration is unavailable in Sender’s county, the arbitration hearings will take place in the nearest available location for a AAA arbitration. Before initiating any arbitration or proceeding, Sender and Curri may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by Sender and Curri. A party intending to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys shall be confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.
13. IMPORTANT TERMS FOR CURRIERS
A Verified Currier, or “Currier”, is anyone who agrees to perform courier services through the Curri Platform, subject to acceptance and approval by Curri. Those who apply to be a Verified Currier agree to undergo a background check. You agree that we may obtain information about you, including your criminal and driving records, and you agree to provide any information or authorizations necessary to facilitate our access to such records during the term of the Agreement.
As a Currier, you will receive payment from Senders for your provision of services. You will be required to provide information about your bank account so that Curri can send payments to you on behalf of Senders. All payments are subject to a Curri commission, discussed below. You will also receive any tips provided by Senders to you, which will not be subject to any commission or deduction. Curri will process all payments due to you through its third party payments processor. You acknowledge and agree that such amounts shall not include any interest and will be net of any amounts that Curri is required to withhold by law.
Pricing. You expressly authorize Curri to set the prices on your behalf for all Charges that apply to the provision of Services. Curri reserves the right to change shipping fees at any time in our discretion based upon market conditions, and we will notify you in the event of changes to prices. You are free to accept, reject, or ignore any delivery opportunities as a means to earn different rates of pay and maximize your opportunity for profit.
Commission. In exchange for allowing you to offer your Services through the Curri Platform as a Currier, you agree to pay Curri a fee based on each transaction in which you provide Services (the “Commission”). The amount of the applicable Commission will be communicated to you through your Currier account. Curri reserves the right to change the Commission at any time in Curri’s discretion based upon market conditions, and Curri will notify you in the event of such change. After any such change in the Commission calculation, your continued use of the Curri Platform shall constitute your consent to such change.
Adjustments. Curri reserves the right to adjust or withhold all or a portion of shipping fees if (i) it believes that you have attempted to defraud or abuse Curri or Curri’s payment systems, or (ii) in order to resolve a Sender’s complaint (e.g., you failed to deliver a Shipment in time or delivered a damaged Shipment).
13.2. Currier Representations and Agreements
By providing Services on the Curri Platform, you agree represent, warrant and agree that:
Care and Respect. You agree to treat each person with whom you interact as part of your service with respect, including Senders and Receivers. You also agree to treat Shipments with utmost care, making every effort to keep them from damage and loss.
Confidentiality. You agree to maintain the confidentiality of the Sender, Receiver, and Shipment, unless required by law to disclose such information.
Safety. You agree to perform your services safely. You are affirm that you are physically and mentally fit to perform the Services that you accept to perform.
Curri maintains a ZERO TOLERANCE POLICY when it comes to drinking and driving; you may not agree to or perform services while under the influence of alcohol or drugs that may inhibit your ability to drive or ride safely.
If you are driving as a Currier, you are representing that you possess a valid driver’s license. You affirm that you are physically and mentally fit to operate your vehicle, and you also affirm that your vehicle meets all industry safety standards and is safe to operate. You affirm that you maintain a valid liability insurance policy.
If you are a passenger, you agree to ride safely, not acting in a way that compromises the safety of yourself or others.
You agree to perform your duties with common sense, putting your safety and the safety of people ahead of the safety of things.
You agree to perform your services by legal means only. You will not attempt to misrepresent yourself or defraud any Sender, Receiver, fellow Currier, Curri, or any third party.
13.3. Relationship between Curri and Curriers
As a Currier on the Curri Platform, you acknowledge and agree that you and Curri are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Curri expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Curri; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Curri, and you undertake not to hold yourself out as an employee, agent or authorized representative of Curri. Curri does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement. You retain the sole right to determine when, where, and for how long you will utilize the Curri Platform. You retain the option to accept or to decline or ignore a Sender’s request for Services via the Curri Platform, or to cancel an accepted request for Services via the Curri Platform, subject to Curri’s then-current cancellation policies. With the exception of any signage required by law or permit/license rules or requirements, Curri shall have no right to require you to: (a) display Curri’s names, logos or colors; or (b) wear a uniform or any other clothing displaying Curri’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Services or otherwise engage in other business or employment activities.