V.6.2.78
V.6.2.78
"Affiliate" means any entity or person that is directly or indirectly controlling, controlled by or under common control with a party hereto.
"Company Data" means all data related to the access and use of the Web Portal hereunder, including all Shipping Party data, Shipping Information, and all data related to the provision of Delivery Services via the Web Portal.
"Delivery Services" means your provision of delivery services transporting the Shipment via the Web Portal.
"Web Portal" means the DASH Agent Portal provided by Company that serves as a main entry point for you to access information for the purpose of providing Delivery Services.
"Shipment" means all items (including packing or packaging materials) that is delivered by you to a Shipping Party.
"Shipping Party" or "Shipping Parties" means the shipper, consignee, receiver, owner, and/or sender of the Shipment and anyone else with an interest in the Shipment.
"Shipping Information" means information about a Shipping Party made available to you in connection with the Delivery Services, which may include the Shipping Party's name, pick-up or drop-off location, and contact information.
"Territory" means the city or metro areas in your country in which you are enabled to provide Delivery Services. The term Territory shall include any applicable Territory Addendum.
"Territory Addendum" means, to the extent applicable, an addendum or supplemental information to these Terms setting forth additional Territory-specific terms, as made available and as updated by Company from time to time.
"Vehicle" means the vehicle, whether or not controlled or owned by Company or by you, which is used for the purpose of providing Delivery Services.
2.Use of the Web Portal2.1 Provision of Delivery Services. This Web Portal may only be used in connection with Delivery Services. You will not use or access the Web Portal for any other purpose. If you are using a Company-owned Vehicle to provide Delivery Services, you acknowledge that there may be other terms governing your use of such Vehicle that are in addition to these Terms.
2.2 Your Relationship with Shipping Parties. You acknowledge and agree that you are responsible for taking such precautions as may be reasonable and proper in connection with your interaction with Shipping Parties that arise from your provision of Delivery Services or use of the Web Portal. Company is not responsible or liable for the actions or in actions of a Shipping Party in relation to you while conducting Delivery Services.
3.Proprietary Rights3.1 License Grant. Subject to the terms and conditions of these Terms, Company hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of these Terms, to use the Web Portal solely for the purpose of providing Delivery Services to Shipping Parties. All rights not expressly granted to you are reserved by Company, its Affiliates and their respective licensors.
3.2 Restrictions. You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Web Portal in any way; (b) modify or make derivative works based upon the Web Portal; (c) improperly use the Web Portal, including creating Internet "links" to any part of the Web Portal, "framing" or "mirroring" any part of the Web Portal on any other websites or systems, or "scraping" or otherwise improperly obtaining data from the Web Portal; (d) reverse engineer, decompile, modify, or disassemble the Web Portal, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the Web Portal to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Web Portal an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Web Portal; or (iv) attempt to gain unauthorized access to the Web Portal or its related systems or networks
3.3 Ownership. The Web Portal and all Company Data, including all intellectual property rights therein, are and shall remain the property of Company, its Affiliates or their respective licensors. Neither these Terms nor your use of the Web Portal or Company Data conveys or grants to you any rights in or related to the Web Portal or Company Data, except for the limited license granted above. Other than as specifically permitted by the Company in connection with the Web Portal, you are not permitted to use or reference in any manner Company's, its Affiliates', or their respective licensors' company names, logos, products and service names, trademarks, service marks, trade dress, copyrights or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs (the "World Courier Marks and Names") for any commercial purposes. You agree that you will not try to register or otherwise use and/or claim ownership in any of the World Courier Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.
3.4 Restricted access. Access to certain areas of the Web Portal may be restricted. The Company reserve the right to restrict access to some areas or the whole of the Web Portal at its discretion. If the Company provide You with a user ID and password to enable you access, You must ensure that that user ID and password is kept confidential. You accept responsibility for all activities that occur under your user ID or password.
4.Confidentiality4.1 Confidential Information. Each party acknowledges and agrees that in the performance of these Terms it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes Company Data, Shipping Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential, which should be treated as confidential pursuant to Applicable Law, or of which the other party should reasonably know that it should be treated as confidential.
4.2 Obligations. In accordance with these Terms and applicable privacy laws, each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of these Terms; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under these Terms, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of these Terms or at the request of the other party (subject to applicable law and, with respect to Company, its internal record-keeping requirements).
4.3 Exclusions. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of these Terms without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.
5.Privacy5.1 Disclosure of Your Information. Subject to any applicable law, Company and its Affiliates may, but shall not be required to, provide to you, any insurance company (or risk management entity) and/or relevant authorities and/or regulatory agencies or other third-party providing services to or receiving services from Company any information (including personal information and information obtained about you through any background check) and any Company Data) about you or any Delivery Services provided hereunder if: (a) there is a complaint, dispute or conflict, including but not limited to, a vehicular accident; (b) it is necessary to enforce the terms of these Terms; (c) it is required, in Company's or any Affiliate's sole discretion, by applicable law or regulatory requirements (including Company or its Affiliates receive a subpoena, warrant, or other legal process for information); (d) it is necessary, in Company's or any Affiliate's sole discretion, to (1) protect the safety, rights, property or security of Company or its Affiliates, the Web Portal or any third party; (2) to protect the safety of the public for any reason including the facilitation of insurance claims related to the Web Portal; (3) to detect, prevent or otherwise address fraud, security or technical issues; (4) to prevent or stop activity which Company or any of its Affiliates, in their sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity; or (e) it is required or necessary, in Company's or any Affiliate's sole discretion, for insurance or other purposes related to your ability to qualify, or remain qualified, to use the Web Portal. You understand that Company may retain your personal data for legal, regulatory, business, safety and other necessary purposes after these Terms are terminated.
5.2 Data Collection. In accordance with these Terms and subject to any applicable privacy laws, Company and its Affiliates may, during the course of your use of the Web Portal, collect your personal data which resides within the Web Portal or may obtain information about you from third parties who provide support to Company and its Affiliates with respect to the Web Portal. Such information may be stored, processed, transferred, and accessed by Company and its Affiliates, third parties, and service providers for business purposes, including for marketing, service development and improvement, analytics, industry and market research, and such other purposes consistent with Company's and its Affiliates' legitimate business needs. You expressly consent to such use of personal data.
6.Representations and Warranties6.1 By You. You hereby represent and warrant that: (a) you have full power and authority to enter into these Terms and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with these Terms; and (c) you will comply with all applicable laws in your performance of these Terms, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide Delivery Services or otherwise use the Web Portal. Without limiting the generality of the foregoing, you shall comply with all laws specifically related to the operation of Vehicles and with any and all policies of Company with respect to the use of mobile devices. It is solely your responsibility to comply in all respects with all laws, rules, regulations, orders, codes and ordinances applicable to all aspects of the Delivery Services and use of Web Portal ("Applicable Law"). Neither Company nor its Affiliates are responsible for verifying or instructing you with respect to Applicable Law and will not provide legal advice in connection with Applicable Law or these Terms. Company reserves the right to deactivate or restrict you from accessing the Mobility App in Company's sole and absolute discretion.
6.2 No Service Guarantee. COMPANY AND ITS AFFILIATES DO NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE WEB PORTAL. YOU ACKNOWLEDGE AND AGREE THAT THE WEB PORTAL MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (INCLUDING, BUT NOT LIMITED TO, SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE WEB PORTAL MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND COMPANY AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS.
7.Indemnification and Disclaimer of Warranties7.1 Indemnification. You shall indemnify, defend (at Company's option) and hold harmless Company and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) your breach of your representations, warranties or obligations under these Terms; or (b) a claim by a third party (including Shipping Parties, regulators and governmental authorities) directly or indirectly related to your provision of Delivery Services or use of the Web Portal. This indemnification provision shall not apply to your breach of any representations regarding your status as an independent contractor.
7.2 Disclaimer of Warranties. COMPANY AND ITS AFFILIATES PROVIDE, AND YOU ACCEPT, THE WEB PORTAL ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY AND ITS AFFILIATES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE WEB PORTAL: (A) WILL BE UNINTERRUPTED OR ERROR FREE; OR (B) WILL RESULT IN ANY REQUESTS FOR DELIVERY SERVICES. COMPANY MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE SHIPPING PARTIES WHO MAY REQUEST OR RECEIVE DELIVERY SERVICES FROM YOU, AND COMPANY AND ITS AFFILIATES DO NOT SCREEN OR OTHERWISE EVALUATE SHIPPING PARTIES. BY USING THE WEB PORTAL, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE MOBILITY APP. COMPANY AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY SHIPPING PARTY OR OTHER THIRD PARTY.
8.Limitation of LiabilityCOMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES OR ASSOCIATES OR ANY PARTY INVOLVED IN CREATING, PRODUCING, HOSTING OR DISTRIBUTING THE WEB PORTAL SHALL NOT BE LIABLE UNDER OR RELATED TO THESE TERMS FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (i) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (ii) YOUR OR ANY THIRD PARTY'S PERSONAL OR PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. IN NO EVENT SHALL THE LIABILITY OF COMPANY OR ITS AFFILIATES UNDER THESE TERMS EXCEED THE AMOUNT OF FIVE HUNDRED ($500.00) USD. TO THE EXTENT THIS LIMITATION OF LIABILITY IS NOT ENFORCEABLE IN WHOLE OR IN PART UNDER APPLICABLE LAW, COMPANY'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMISSIBLE BY APPLICABLE LAW.
9.Term and Termination9.1 Term. These Terms shall commence on the date accepted by you and shall continue until terminated as set forth herein.
9.2 Termination. Either party may terminate these Terms: (a) without cause at any time upon seven (7) days prior written notice to the other party; (b) immediately, without notice, for the other party's material breach of these Terms; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party's filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Company may terminate these Terms or deactivate access to the Web Portal immediately, without notice, with respect to you in the event you no longer provide or you no longer qualify, under applicable law or the standards and policies of Company and its Affiliates, to provide Delivery Services, or as otherwise set forth in these Terms.
9.3 Effect of Termination. Upon termination of these Terms, access to the Web Portal may be terminated at any time by the Company without notice. Sections 1, 2.4, 3, 4, 5, 6, 7, 8, 9, 10, 11, and 12, shall survive the termination of these Terms.
10.Relationship of the Parties10.1 If you are using the Web Portal in connection with Delivery Services and you are not an employee of Company, then the following terms of this Section 10 apply to you. You and Company expressly agree that: (a) these Terms are not an employment agreement, nor do they create an employment relationship, between Company and you; and (b) no joint venture, partnership, or agency relationship exists between Company and you.
10.2 You have no authority to bind Company or its Affiliates and you undertake not to hold yourself out as an employee, agent or authorized representative of Company or its Affiliates. Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of Company, you undertake and agree to indemnify, defend (at Company's option) and hold Company and its Affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship.
11.Miscellaneous11.1 Modification. Company reserves the right to modify the terms and conditions of these Terms from time to time. You hereby acknowledge and agree that, by using the Web Portal, you are bound by any future amendments and/or additions to information referenced herein, or documents incorporated herein. Continued use of the deactivate access after any such changes shall constitute your consent to such changes.
11.2 Supplemental Terms. Supplemental terms may apply to your provision of Delivery Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time ("Supplemental Terms"). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, these Terms. Supplemental Terms shall prevail over these Terms in the event of a conflict.
11.3 Severability. If any provision of these Terms is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of these Terms.
11.4 Assignment. Neither party shall assign or transfer these Terms or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that Company may assign or transfer these Terms or any or all of its rights or obligations under these Terms from time to time without consent: (a) to an Affiliate; or (b) to an acquirer of all or substantially all of Company's business, equity or assets.
11.5 Entire Agreement. These Terms, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In these Terms, the words "including" and "include" mean "including, but not limited to." The recitals form a part of these Terms.
11.6 No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms. Nothing contained in these Terms are intended to or shall be interpreted to create any third-party beneficiary claims.
11.7 Notices. All notices will be in writing and will be deemed to have been duly given (i) upon delivery if served personally on Company, or (iii) within 72 hours after mailing, if mailed to Company, by first-class mail, registered delivery, postage prepaid, and properly addressed to Company. A copy of such notice to Company must be sent to the attention of Company's Chief Legal Officer at 1 West First Avenue, Conshohocken, PA 19428.
12. Governing LawThese Terms will be governed and construed in accordance with the internal laws of the Commonwealth of Pennsylvania without reference to its conflicts of laws principles. You agree that any legal action or proceeding between Company and you for any purpose concerning these Terms or the parties' obligations hereunder will be brought exclusively in a federal or state court of competent jurisdiction sitting in Chester County, Pennsylvania, USA.