Terms of Service
July 25, 2022
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, and technology platform (collectively, the “Curri Platform” or the “Platform”), and any services you use, receive or access from or through the Curri Platform or otherwise through arrangements made by our customer service or operations staff.
By entering into 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, OR USE ANY SERVICES ACCESSED THROUGH THE PLATFORM OR OTHERWISE THROUGH THE ARRANGEMENTS OF CURRI’S CUSTOMER SERVICE OR OPERATIONS PERSONNEL. USE OF THE CURRI PLATFORM OR ANY SERVICES PROVIDED OR ARRANGED BY OR THROUGH CURRI CONSTITUTES AGREEMENT TO THESE TERMS AND CONDITIONS.
PLEASE BE ADVISED: THIS AGREEMENT (at Section 12.11), CONTAINS PROVISIONS 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 ON A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE BASIS.
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 companies and other persons offering, or willing to offer, delivery services for such goods (delivery companies and motor carrier companies offering services on the Platform are referred to herein as “Carriers”, all other drivers and service providers offering services on the Platform (including individuals employed, contracted or otherwise used by Carriers in the provision of services (“Carrier Personnel”), are referred to herein as “Drivers” and, collectively with Carriers are referred to as “Deliverers”). Senders and Deliverers are collectively referred to herein as “Users,” and each User shall create a User account that enables access to the Curri Platform and binds such User to this Agreement. For purposes of this Agreement, the courier services provided to Senders by Deliverers who are matched through the Platform, through Curri’s customer service or operations personnel, or through any third party service or technology platform that is integrated by Curri into the Platform (for example, Lyft Inc.) shall be referred to collectively as the “Services.” By creating a User account on the Curri Platform and agreeing to these Terms of Service, you also (a) consent to receiving certain of the Services provided to you through the Curri Platform via any third-party service or technology platforms that Curri integrates into its Platform and agree to the Terms of Service governing the use of such services or technology platforms (including without limitation, Lyft Inc.). Any decision by a User to offer or accept Services is a decision made in such User’s sole discretion. Curri is a logistics management platform and broker of Services. Curri is not a transportation carrier or delivery services provider and does not directly provide transportation or delivery services. It is each independent User’s sole decision whether to contract for Services through the Curri Platform.
2. Modification to the Agreement; Assignment and Third Party Beneficiaries
Curri reserves the right to modify the terms and conditions of this Agreement or any of its policies related to the Platform or any Services at any time, and such modifications shall be binding on you upon your acceptance of the modified Agreement. Continued use of Curri’s Platform or performance of any Services after Curri has posted an updated version of this Agreement or any of its policies on its website (www.curri.com), on its User applications, or after Curri has otherwise provided you with notice of any modifications to this Agreement or any Curri policies, shall constitute your acceptance of such modifications. You are responsible for regularly reviewing the Curri website and User applications for any updates to this Agreement or Curri policies applicable to you.
This Agreement may not be assigned by you, in whole or in part, without the express written consent of Curri, which may be withheld in Curri’s sole discretion. Curri Carrier, LLC, all other affiliates and subsidiaries of Curri, and any other party related to Curri and referenced in Section 7 or 8, are an intended third party beneficiary hereunder.
The Curri Platform and Services provided by or through Curri may only be used by individuals and other legal entities 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 have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement and, if you are an individual, that you are at least 18 years old. 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 Carriers, 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. Subject to all of the foregoing, and to any other limitations in this Agreement, Curri grants each User of the Platform a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to use the Curri Platform during the term of this Agreement, provided that such license may be revoked by Curri at any time and will automatically terminate upon the termination of this Agreement. Each User of the Curri Platform hereby grants Curri a perpetual, non-revocable, non-exclusive, license to use any intellectual property of any kind or nature that is included in any content or information such User provides on the Curri Platform.
The following disclaimers are made on behalf of Curri, our affiliates, subsidiaries, parents, successors and assign, 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 warrant or 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. Information provided by you shall not be deemed confidential or protected by Curri or any of its affiliates, or any other Delivers or Users that gain access to such information. 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 be 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, any other agreement between you and Curri or any of its affiliates or subsidiaries, or any documents incorporated in any of the foregoing by reference; (2) your violation of any law or the rights of a third party, including, without limitation, Deliverers, Senders, and others as a result of your own interaction with such third party; (3) your violation of any Curri policy; (4) 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; (5) your ownership, use or operation of, or loading, unloading or transport of cargo on, any vehicle, including your use of Services as a Sender or provision of Services as a Deliverer; and/or (6) 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 (1) 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, AND (2) YOU ARE ASSUMING ALL RISKS RELATED TO YOUR USE OF THE PLATFORM AND ANY SERVICES YOU RECEIVE, INCLUDING WITHOUT LIMITATION, THE RISK THAT YOU MAY BE EXPOSED TO THE COVID-19 CORONAVIRUS BY A DELIVERER DURING THE COURSE OF THEIR PERFORMANCE OF SERVICES. 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 immediately upon your creation of a User account or your use of Services through arrangements made by our customer service personnel. This Agreement may be terminated: a) by User, without cause, upon seven (7) days prior written notice to Curri; b) by Curri, with respect to any Deliverer, immediately in the event that the Deliverer’s Driver Agreement or Carrier/Broker Agreement is terminated according to its terms; or c) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement. If this Agreement is terminated for any reason, you may not use the Platform or any Services until you renew or enter into this Agreement again, which you may not do without Curri written approval if this Agreement was previously terminated by Curri. If this Agreement is terminated and you subsequently use the Curri Platform or use or perform any Services, by taking such action you are entering into this Agreement again and agree to be bound by its terms. Notwithstanding the foregoing, however, if this Agreement is terminated by Curri it shall have the right to refuse you access to the Curri Platform or any Services.
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; (2) Curri has the good faith belief that such action is necessary to protect the safety of the Curri community or third parties; or (3) with respect to any Carrier or Driver, such Driver (or, in the case of a Carrier, such Carrier’s Carrier Personnel) fails to adhere to our Community Guidelines (located at https://help.curri.com/en/articles/6076554-driver-community-guidelines and incorporated herein by this reference) or any event occurs for which deactivation is permitted under the terms of such Deliverer’s Driver Agreement or Carrier/Broker Agreement. 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.
Sections 6, 7, 8, 9, 10, 12.6 through 12.11, 13.2, and 13.3 shall survive any termination of this Agreement, along with any other terms which reasonably should be expected to survive in order to properly effectuate their meaning. In addition, after this Agreement is terminated Curri may in its sole discretion retain all User information on the Curri Platform for a period of three years, to the extent reasonably necessary of useful to Curri for the purposes of complying with record-keeping requirements under applicable law.
10. Confidentiality and Personal Information
You agree not to use any technical, financial, strategic or other proprietary and confidential information relating to Curri’s business, operations and properties, including User information (collectively, “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, except to the extent such disclosure is necessary in connection with your performance or receipt of Services. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or being disclosed to any unauthorized third party.
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. This notwithstanding, the Disclaimers set forth herein apply to the full extent allowed by law.
11. Choice of Law and Severability
Except for Section 12.11, 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 this Agreement, which shall be interpreted and construed in a manner that effectuates the original intent of this Agreement as nearly as possible without the invalid or unenforceable provision.
12. TERMS FOR SENDERS
Curri is not a carrier and merely provides a platform whereby Senders can obtain transportation provided by third-party Deliverers. 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 to and govern the Shipment and all Services performed in connection therewith. “Shipment” means all cargo and any related documents or parcels that travel under one bill of lading or waybill, or are otherwise sent in one dispatch, all to one destination or split between a series of destinations, and which may be carried by any means the Deliverer chooses. 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 warrant and represent that you are authorized to arrange transportation of the Shipment in accordance with the terms and conditions herein stated, warrant and represent that all information provided regarding the Shipment is complete, accurate and may be relied upon by Curri and Deliverers, warrant and represent that all Shipments are packaged and marked in accordance with applicable law and to withstand the normal rigors of transportation, and you agree to pay the amounts charged by Curri for your use of the Curri Platform and the Services (“Charges”). Charges include payments for services (including transportation provided by Deliverers), fees, taxes, and other charges you agree to as set forth in this Agreement, the Platform, or other documentation governing the Services you receive. Pricing may vary based on a variety of factors including the availability of Deliverers and the nature of the Services you receive, and Curri has the authority and reserves the right to determine and modify pricing in its sole discretion. You are responsible for reviewing the Charges and paying all Charges incurred under your User account or otherwise owed in connection with your receipt of Services, regardless of your awareness of such Charges or amounts.
Shipping Fees. Curri will quote you a base shipping fee based on the information you provide regarding the Shipment, which may include weight, dimensions, content, schedule, distance to be traveled, urgency of delivery, and other factors. In addition, you may request, and Curri may assist you in arranging, recurring or regularly scheduled Services, which Curri may quote at a flat rate regardless of Shipment size (within reasonably assumed or expressly defined parameters). If conditions change, the information provided is inaccurate, or changes are made to the Shipment information or the schedule on which Services are requested, the actual shipping fee may change. Curri does not guarantee the shipping fee will equal the fee quoted and reserves the right to modify shipping fees. Without limiting the foregoing, Sender is responsible for charges related to any accessorial services rendered by the Deliverer which were not anticipated at the time of load tender and not included in the quoted rates (including, but not limited to, charges for excessive wait times at origin or destination) and Charges related to a Shipment may exceed the base shipping fee.
Curri’s Service Fee. Curri may assess a per-Shipment “Service Fee” for your use of the Curri Platform which such Service Fee may be included in the rate quoted for the Services without being separately identified as such. Curri may assess a cancellation fee in certain cases where (a) a Deliverer has taken steps to fulfill your request before it was canceled, or (b) Curri has otherwise communicated to you that cancellation fees may apply. Curri may assess a damage fee if your Shipment caused damage to a Deliverer’s property (including vehicle) because of Sender’s improper packing or improper loading or unloading, including, but not limited to, damage caused by leakage or sharp objects.
Other Charges. Other fees and surcharges may be collected in connection with the Services, including actual or anticipated toll or port 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 Deliverer through the Curri application. Any tips will be provided entirely to the Deliverer without deduction.
Facilitation of Charges. All Charges are collected through a third-party payment processing service (e.g., Stripe, PayPal, etc.) unless otherwise specifically arranged with us. In no event will Curri be liable for any acts or omissions of any such third-party payment processing service. Curri may replace its third-party payment processing services without notice to you. Charges shall be made through the Curri Platform or, if you have made other arrangements with Curri’s customer service staff, they may be separately invoiced to you. With the exception of tips, cash payments are strictly prohibited. Payment of Charges for all Services booked through the Curri Platform are due immediately upon completion of the performance of the Services, unless otherwise specifically agreed to by us.
No Refunds. All Charges are non-refundable to the full extent allowed by law. 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. Curri may, in its sole discretion, agree to provide you with certain credits or discounts. Any such credits or discounts, if provided, will be non-assignable and non-transferable by you, unless otherwise consented to by Curri.
Credit Card Authorization. Upon addition of a new payment method or in connection with a Shipment, Curri may seek the 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 or 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 Border Crossing
The terms provided in this Section 12.2 apply with respect to any Shipment being transported across international borders from or to any international jurisdiction outside of the United States. Curri, however, makes no representation it acts or is authorized to act as a customs broker or possess any licenses, authorities or other credentials to independently act as an international transporter including NVOCC, Indirect Air Carrier and/or Ocean Freight Forwarder:
Curri and/or an applicable Deliverer may perform any of the following activities on the Sender’s or Receiver’s behalf, either through the Curri Platform or otherwise, in order to facilitate the performance of the Services for deliveries traveling across international borders: (1) complete any documents, amend product or service codes, and pay any duties, taxes or penalties required under applicable laws and regulations, (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 or any Deliverer believes in its reasonable opinion to be authorized. Notwithstanding the foregoing, however, in no event will Curri have any responsibility to make any import or export compliance-related filings for or on behalf of the Sender.
For cross border Shipments, Curri makes no representation or warranty regarding the amount of the Deliverer’s liability for cargo loss with respect to Shipments moving to, from or within Mexico or Canada and in no event will Curri have any liability with respect to cargo loss, damage, destruction or delay with respect to any such Shipment.
12.3. Special Shipments; Unacceptable Shipments
Special Shipments, Generally. It is the Sender’s sole responsibility, prior to offering any Shipment for transport, to determine whether any cargo included in its Shipment requires specific Deliverer qualifications or requirements in addition to our general Deliverer requirements (due to the requirements of applicable law or otherwise), to notify Curri and the applicable Deliverer regarding any such specific qualifications or requirements, and to properly package, label and prepare shipping documentation for such Shipment. Such qualifications may include, without limitation, being 21 years of age or older, or possessing special permits, licenses, certifications, qualifications, insurance, background knowledge, equipment or physical capabilities. Special Shipments may include, without limitation, Shipments that (i) include “Hazardous Materials” (“HAZMAT”) as defined in and regulated under 49 CFR and other applicable federal law, (ii) require the use of a vehicle in excess of 26 feet long or 26,000 pounds in weight, (iii) require the Driver to lift objects in excess of 50 pounds, or (iv) require the use of special equipment or personnel to handle loading or unloading.
Hazardous Materials. Without limiting Section 12.3(a), each Sender shall be solely responsible for ensuring that all HAZMAT is properly identified, packaged, labeled, and certified in compliance with all applicable legal requirements, including having proper shipping papers with emergency response information, and emergency contact telephone number. Prior to offering any Shipment containing HAZMAT in any form, each Sender has the responsibility to know the complete listings or tables of HAZMATs, and must provide notice to Curri regarding the nature and quantity of HAZMAT included in the Shipment. General information can be found at the US Department of Transportation Pipeline and Hazardous Materials Safety Administration (PHMSA) Hazardous Materials Safety FAQs found at: https://www.phmsa.dot.gov/about-phmsa/hazardous-materials-safety-faqs. To avoid any doubt, Sender’s indemnification of Curri under Section 7 of this Agreement will include any liabilities arising out of Sender including HAZMAT in any Shipment, and shall include any clean-up costs associated with any incident or accident involving such HAZMAT.
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 or ammunition; human remains; illegal items, such as ivory and narcotics, its packaging is defective or inadequate to ensure safe transportation with ordinary care in handling, it contains tobacco, alcohol, hemp or vaping products, it requires controlled temperature transportation; it contains any other item which a Deliverer reasonably decides cannot be carried safely or legally, or it includes HAZMAT and the Sender has failed to comply with the requirements of this Section 12.3.
12.4. Deliveries and Undeliverables
If a Shipment is deemed to be unacceptable or undeliverable, or it has been undervalued for customs purposes, or Receiver cannot be reasonably identified or located, or Receiver refuses delivery, the Deliverer 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 any expenses incurred in the performance of the Services, any Charges, and related administrative costs with the balance of the proceeds of a sale to be returned to Sender. The Deliverer shall have the right to destroy any Shipment which any law prevents the Carrier from returning to Sender and shall have no liability or responsibility to Sender with respect thereto.
Deliverers have the right but not the duty to open and inspect a Shipment without notice for safety, security, customs or other regulatory reasons or as may be reasonably necessary to confirm Sender’s compliance with this Agreement.
12.6. Liability with regard to Shipments
The maximum potential liability in respect of any one Shipment that Curri and any Deliverer may be liable for to any Sender or Receiver, in the aggregate, is limited to the lower of (i) the current market or declared value of such Shipment, or (ii) $25,000.
Curri and Deliverer liability is strictly limited to direct loss and damage to a Shipment only and to the limits in this section. In no event will either be liable for any consequences of delay unless a delay is caused by failure to exercise reasonable dispatch and results in physical loss, damage or destruction to the Shipment. All types of loss or damage other than direct damage to the shipment are excluded (including but not limited to lost profits, income, interest, and future business), whether such loss or damage is special or indirect, and even if the risk of such loss or damage was brought to the attention of Curri or the applicable Deliverer. Neither Curri nor any Deliverer is liable for any damages or loss caused by delay.
All claims arising from or related to services, including, but not limited to, loss, damage, delay or destruction of or to Shipments must be submitted in writing to Curri within thirty (30) days from the date that a Deliverer accepted the Shipment to perform Services, 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
Neither Curri nor any Deliverer is liable for any loss or damage arising out of circumstances beyond Curri’s or the applicable Deliverer’s respective 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 officials; “Force Majeure” events, e.g. earthquake, cyclone, storm, pandemic and related public policy initiatives and/or governmental orders, change in applicable law, flood, fog, war, plane crash, embargo, riot, civil commotion, or industrial action. Sender acknowledges and agrees the Curri is not liable for any acts or omissions of Deliverers or their personnel and the Curri makes no warranties or representations as to whether Deliverers will comply with any obligations imposed on them by law, rule, regulation or contract.
12.9. Sender’s Warranties and Indemnities
By offering any Shipment, the Sender offering such Shipment represents and warrants the following regarding such Shipment to Curri, its affiliates, and any applicable Deliverer: (a) all information provided by Sender or its representatives is complete and accurate; (b) the Shipment is acceptable for transport under all applicable laws and regulations, and Sender has complied in all respects with Section 12.3 regarding the Shipment; (c) the Shipment was prepared in secure premises by reliable persons and was protected against unauthorized interference during preparation, storage and any transportation to the applicable Deliverer; (d) Sender has complied with all applicable customs, import, export, data protection laws, sanctions, embargoes and other laws and regulations; and (e) Sender has obtained all necessary consents in relation to personal data provided to Curri or the applicable Deliverer, including Receiver’s data as may be required for transport, customs clearance and delivery, such as e-mail address and mobile phone number.
The sender will defend, indemnify (including legal fees), and hold harmless Curri and each Deliverer, from and against, and shall pay and reimburse them for, all claims, losses, damage, liability, costs and expense, including attorneys’ fees, arising out of or relating to Sender’s breach of any applicable law, rule or regulation, Sender’s breach of any of the provisions of, or warranties and representations contained herein, reliance on any information furnished by or on behalf of Sender, or operation in accordance with any instructions provided by or on behalf of Sender. The sender’s obligations under this paragraph do not apply to the extent any such claim is determined by a court of appropriate jurisdiction to have been caused by the respective party seeking to enforce the benefits of this provision.
Sender agrees that Deliverers providing Services may route or divert any Shipment, including the possibility that the Shipment may be carried via intermediate stopping places, to the extent they deem necessary in their reasonable discretion to best perform the Services.
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 solely on an individual basis. No class, collective, consolidated, or representative arbitration of disputes are allowed. Except as expressly provided below, this Arbitration Agreement applies to ALL actions, claims demands, actions, suits or proceedings (collectively “Claims”), whether civil, criminal, administrative, investigative or otherwise made or initiated by any person and 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 (I.E. NOT ON A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE BASIS). IF A COURT OR ARBITRATOR NEVERTHELESS ALLOWS OR REQUIRES A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ARBITRATION, THE PARTIES AGREE THAT SUCH A DETERMINATION IS IMMEDIATELY APPEALABLE TO THE STATE OR FEDERAL COURTS SERVING THE CITY OF VENTURA, IN THE STATE OF CALIFORNIA, AS CONTRARY TO THE INTENT OF THE PARTIES IN ENTERING INTO THIS ARBITRATION AGREEMENT AND THAT ALL ARBITRAL PROCEEDINGS, INCLUDING DISCOVERY, SHALL BE STAYED PENDING APPEAL. IN THE EVENT THE DETERMINATION IS NOT REVERSED ON APPEAL, THE PARTIES AGREE THAT THIS ARBITRATION AGREEMENT SHALL BE NULL AND VOID IN ITS ENTIRETY WITH RESPECT TO THE PENDING DISPUTE, ANY ARBITRATION AWARD UNDER IT WITH RESPECT TO THE PENDING DISPUTE SHALL BE NULL AND VOID, AND ANY SUCH DISPUTE BETWEEN THE PARTIES SHALL BE RESOLVED BY COURT ACTION, NOT ARBITRATION, IN THE FOREGOING STATE OR FEDERAL COURTS. IF AT ANY POINT THIS PROVISION IS DETERMINED TO BE UNENFORCEABLE, THE PARTIES AGREE THAT THIS PROVISION SHALL NOT BE SEVERABLE, UNLESS IT IS DETERMINED THAT THE ARBITRATION WILL STILL PROCEED ON AN INDIVIDUAL BASIS ONLY.
NOTWITHSTANDING THE FOREGOING, THIS ARBITRATION AGREEMENT DOES NOT REQUIRE ARBITRATION OF ANY CLAIM FOR WHICH IT IS UNLAWFUL FOR THE PARTIES TO AGREE, ON A PREDISPUTE BASIS, THAT THE CLAIMS MUST BE ARBITRATED PURSUANT TO 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 (www.adr.org). Any demand for arbitration shall be filed pursuant to the AAA’s directions and delivered by hand, First Class Mail, or by overnight delivery service to the other Party. Unless Sender, Deliverer and/or Curri (as applicable) agree otherwise, any arbitration hearings between Curri and a Sender and/or Deliverer will take place in the county of Ventura, California. 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.
12.12. Non-Solicitation of Deliverers, Employees and Independent Contractors
During the Term of this Agreement, and for a 6-month period thereafter, other than pursuant to Sender’s use of the Platform, Sender shall not directly or indirectly hire, contract with, solicit, induce, recruit, or otherwise cause: (i) any Deliverer, or any person working as an employee or independent contractor of any Deliverer to perform transportation for Sender; or (ii) any employee or independent contractor to or of Curri or its affiliates to terminate, diminish or reduce their employment or contracting relationship with Curri for the purpose of joining, contracting with, associating or becoming employed with the Sender, provided that, in the case of a Deliverer or any individual working for any Deliverer to provide Services, Sender shall not be restricted by this Section 12.12 if Sender pays a Finder’s Fee of $9000 with respect to such Deliverer. Sender will provide Curri with any and all records requested by Curri for purposes of verifying Sender’s compliance with the obligations in this paragraph.
Any payments owed pursuant to this Section 12.12 by Sender with respect to the hiring of a Deliverer shall be paid within 10 business days of hiring.
13. TERMS FOR DELIVERERS
All Carriers must enter a written Carrier/Broker Agreement with Curri, and all Drivers (unless they are Carrier Personnel for a Carrier that is unaffiliated with us) must enter a written Driver Agreement with Curri Inc., in each case prior to receiving access to the Curri Platform or performing Services. By accessing the Curri Platform as a Driver or otherwise performing Services, each Driver hereby agrees to be bound by the terms of the Driver Agreement located at https://www.curri.com/terms/driver-agreement, unless such Driver has created a Carrier Personnel User account in accordance with Section 13.6. By accessing the Curri Platform as a Carrier or otherwise performing Services, each Carrier hereby agrees to be bound by the terms of the Carrier/Broker Agreement located at http://driver-teams.curri.com/bca.pdf. In the event of a conflict between the Carrier/Broker Agreement and this Agreement, the terms of the Carrier/Broker Agreement will control.
By accessing the Curri Platform or otherwise performing Services, all Drivers other than Carrier Personnel hereby consent and agree to undergo a background check, including an MVR, criminal background check, consumer report, and/or an investigative consumer report, which may be renewed by Curri on an annual or more frequent basis, at Curri’s discretion. Such Drivers further agree that we may obtain information about them, including their criminal and driving records, and they agree to provide any information or authorizations necessary to facilitate our access to such records during the term of the Agreement. Each Driver’s access to the Curri Platform and ability to perform Services is conditioned on your passing any background checks conducted by Curri pursuant to this Section 13, to Curri’s satisfaction. In addition, your eligibility to provide Services may be contingent, in Curri’s sole discretion, upon your completion of Curri’s verification program, to confirm you are able to meet basic safety and quality standards that Senders may require related to Services performed on the Platform.
As a Deliverer, you will receive payment through the Curri Platform or otherwise through Curri’s payment processing systems 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 in the amount, or at the rate, you accept on the Curri Platform or otherwise through agreement with Curri’s operations team. 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. In no event will Curri be responsible for any acts or omissions of any third-party payment processor.
Pricing. You expressly authorize Curri to set the Charges that apply to the provision of Services and agree to accept the amount, or rate, agreed to between you and Curri for your performance of the Services, regardless of the amount of the Charges related to such Services. Curri reserves the right to change Charges at any time at its discretion based on market conditions, and we will notify you in the event of changes to prices. Curri also reserves the right to determine the amount of compensation it offers Deliverers for the performance of any particular Services. Shipments will be offered via the Platform at the rate determined by Curri. You are free to accept or reject any delivery opportunities for any reason whatsoever, including as a means to earn different rates of pay and maximize your opportunity for profit, provided, however, once you have accepted a particular delivery opportunity you are obligated to complete the Services.
Except to the extent specified by a specific delivery opportunity you have accepted, there are no specific dates, times of day or minimum hours during which you must be logged into or using the Curri Platform. You are not required to accept any specific delivery request as a condition of maintaining access to the Curri Platform. You are not restricted from performing delivery services through other businesses, except while engaged in performing Services (during which time you may not be simultaneously performing delivery services for any business other than the Sender or Senders you engaged with through the Platform or Curri’s operations team unless otherwise approved by Curri), and you are not restricted from working in any other lawful occupation or business.
Adjustments. Curri reserves the right to adjust or withhold all or a portion of shipping fees to which you may be entitled (i) if it believes that you have attempted to defraud or abuse Curri or Curri’s payment systems, you have breached the terms of this Agreement or your Driver Agreement or Carrier/Broker Agreement (as applicable), or you have otherwise committed acts of gross negligence or intentional misconduct with respect to your performance of Services which lead to, or are reasonably likely to lead to, damages for which Curri may be liable, (ii) in order to resolve a Sender’s complaint (e.g., you failed to deliver a Shipment in time or delivered a damaged Shipment); or (iii) if it reasonably believes you may have liability to Curri or any Sender arising from or related to any Services.
13.2. Deliverer Representations and Agreements
By providing Services to Senders, or by accessing the Curri Platform, you represent, warrant and agree (on your own behalf and on behalf of your Carrier Personnel, if applicable) to each of the following:
Care and Respect. You agree to abide by our Community Guidelines (see https://help.curri.com/en/articles/6076554-driver-community-guidelines), and to treat each person with whom you interact as part of your Services with respect, including Senders and Receivers. You also agree to treat Shipments with the 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 affirm that you (or, if applicable, your affiliated Carrier Personnel) are physically and mentally fit to perform the Services that you accept to perform, including the ability to lift up to 50 pounds. Some requests for Services from Senders may include a requirement to lift more than 50 pounds, which requests you may choose to accept at your sole discretion. Please note that the US Occupational Safety and Health Administration does not have a standard setting limits on how much a person may lift or carry. However, the National Institute for Occupational Safety and Health has developed a mathematical model that helps predict the risk of injury based on the weight being lifted and other criteria, which may help you to assess your capacity to provide Services requiring the lifting of weight in excess of 50 pounds. You agree that Curri is not liable for any costs or damages you may suffer if you (or any of your Carrier Personnel) are hurt or injured while performing Services and that you are not qualified to receive any health care or compensation from Curri if injured while performing Services. All Deliverers are independent contractors and Curri does not carry workers compensation insurance for any Carriers unless specifically required by State law. You must ensure you have adequate health insurance in place prior to performing Services. In addition, as a condition to utilizing the Curri Platform, you (or your Carrier Personnel) may be required to complete a safety training provided by Curri upon the creation of your User account, unless waived by Curri in its sole discretion.
Use of Substances. Curri maintains a ZERO TOLERANCE POLICY when it comes to being under the influence of drugs or alcohol while providing Services. Curri will promptly suspend your access to the Curri Platform, pending further investigation by Curri, if it receives a report that you (or, if applicable, any of your Carrier Personnel) are suspected as having been under the influence of drugs or alcohol while providing Services. 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.
COVID-19 Exposure or Symptoms. You agree that you will not (and you will not, if applicable) perform any Services if in the 10 days immediately prior to the performance thereof you or such exposed to, or experiencing any symptoms of, the COVID-19 Coronavirus.
Qualifications. You represent that you (or, if applicable, your affiliated Carrier Personnel) are qualified to operate any vehicle used in the performance of Delivery Services in compliance with all applicable federal and state laws. You further represent that you (or, if applicable, your affiliated Carrier Personnel) possess a valid driver’s license sufficient to operate the vehicle performing Services, as well as any other insurance, licenses, or permits required to carry the items included in any Shipment you agree to deliver. You affirm that you (or, if applicable, your affiliated Carrier Personnel) 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 further represent that you have, and you agree to maintain at all times while providing Services, a valid liability insurance policy that complies with applicable state and federal insurance requirements. You acknowledge and agree that it is your sole responsibility, and it is at your sole cost, to obtain all necessary or appropriate permits, licenses, and insurance to perform Services.
It is your responsibility to know and comply with (and your indemnification of Curri in Section 7 applies with respect to all liabilities arising out of your non-compliance with) all applicable federal and state laws relating to the performance of any Services you chose to undertake, including without limitation those laws applicable to the transportation of any Special Shipments described in Section 12.3, governing the transportation of items over State lines, prohibiting the transportation of certain items both within a State and between States, and age restrictions.
13.3. Relationship between Curri and Deliverers
Contractors. As a Deliverer 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. As such, you are not performing the same services and are not in the same trade occupation or profession as Curri. 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 or under your Driver Agreement or Carrier/Broker Agreement (as applicable). You retain the sole right to determine when, where, and for how long you will utilize the Curri Platform or perform Services pursuant thereto (subject to any commitments you make to Senders regarding such Services). Curri is not responsible for the performance or non-performance of your obligations or those of any Sender or other User You retain the option to accept or to decline or ignore a Sender’s request for Services via the Curri Platform. 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.
No Employment. You acknowledge that you (and/or your Carrier Personnel) are not employed by Curri or any Sender. You further acknowledge that neither Curri nor any Sender is a joint employer, integrated or a single enterprise with one another, with you, or with any other User. Curri is not responsible for the performance or non-performance of Carrier or any Sender or other User. You agree that you will take no position regarding or on any tax return or application for benefits, or in any proceeding directly or indirectly involving Curri or any of its affiliates inconsistent with being an independent contractor providing services to the public in part through the use of the Platform.
13.4 Own Equipment; Operating Costs.
You must provide all equipment, tools, materials, and labor that may be needed to perform Services unless otherwise specifically agreed by the Sender or Curri in connection with a particular Shipment or series of Shipments. Curri will provide no vehicles, equipment, tools, materials, or labor that may be needed to perform Services. Curri will, however, provide you with access to the Platform to facilitate your performance of Service, and may in its sole discretion provide logistical or customer service support in accordance with the terms of this Agreement. You shall remain responsible for and shall pay all operational costs, expenses, and disbursements relating to operating your business (including, but not limited to the activities of any employees and subcontractors, the payment of tolls or other transportation fees) and the provision of Services to Senders.
Benefits and Contributions. Without limiting the generality of any of the foregoing, due to your status as an independent contractor utilizing the Platform, you are not entitled to, or eligible for, any benefits that any Sender, Curri, or its parents, subsidiaries, affiliates, or other related entities may provide to their employees, such as group health insurance, disability insurance, life insurance, profit-sharing, or any other retirement or employment benefits. You shall, in no event, directly or indirectly, claim entitlement to coverage under any benefit maintained by Curri, or its parents, subsidiaries, affiliates, or other related entities
Workers Compensation. You agree to maintain, during the Term, any workers’ compensation insurance that may be required by any applicable laws. Curri and/or one of its affiliates may maintain an Occupational Accident insurance policy that may provide coverage for certain Deliverers (more information can be found at https://help.curri.com/en/articles/5212802-occupational-accident-insurance), however, such coverage is maintained at Curri’s discretion and it is your sole responsibility to determine if such coverage will apply to you (or, if applicable, your Carrier Personnel), and if such coverage satisfies applicable law with respect to you and your business.
The deliverer shall not accept proposals from, provide Services to, or receive complete or partial payments from Senders for Services, or otherwise, without utilizing Curri as the intermediary of the transaction, or in any way otherwise circumvent, or attempt to circumvent, Curri’s role as payment processor hereunder.
13.6 Drivers Affiliated with Carriers
To the extent permitted by law and subject to the terms of this Agreement, Carriers may hire or engage Carrier Personnel to perform all or some of the Services to be provided by the Carrier, provided the Carrier has appropriate motor carrier operating authority with the Federal Department of Transportation and any applicable State agencies, and all such Carrier Personnel are registered and have formed an account on the Platform and meet all requirements applicable to Deliverers contained in this Agreement.
Carrier Personnel performing Services pursuant to their affiliation with a Carrier are required to create a User account that is associated with such Carrier, by using the link (or following other instructions) provided by Curri to such Carrier for driver User account creation. With respect to such Carrier Personnel, the terms of this Agreement are subject to, and this Agreement is modified to the extent necessary to resolve any conflicts with, the applicable Broker/ Carrier Agreement between Curri and such Carrier.