GENERAL TERMS AND CONDITIONS INCLUDING TECHNOLOGY SERVICES AGREEMENT
Last update: 8 September 2022
Company, an affiliate of Sharetheload, (“Sharetheload”), provides lead generation to independent contractors of parcel delivery or peer-to- peer (collectively, “P2P”) parcel delivery services using the Sharetheload Services (as defined below). The Sharetheload Services enable authorized users to send parcels with travellers on the same destination as the parcel or thereabouts using set parameters with Sharetheload app (“mobile application”). You desire to enter into this Agreement for the purpose of accessing and using the Sharetheload Services.
You acknowledge and agree that Company is a technology services provider that does not provide any form of courier, parcel delivery, logistics and/or transportation services.
In order to use the Sharetheload Services, you must agree to the terms and conditions that are set forth below. Upon your execution (electronic or otherwise) of this Agreement, you and Company shall be bound by the terms and conditions set forth herein.
IMPORTANT: PLEASE NOTE THAT TO USE THE SHARETHELOAD SERVICES, YOU MUST AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW. PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH THE COMPANY ON AN INDIVIDUAL BASIS, EXCEPT AS PROVIDED IN THROUGH THE ARBITRATION PROVISION UNLESS YOU CHOOSE TO OPT OUT OF THE ARBITRATION PROVISION. BY VIRTUE OF YOUR ELECTRONIC EXECUTION OF THIS AGREEMENT, YOU WILL BE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT (INCLUDING THE ARBITRATION PROVISION) AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE ARBITRATION PROVISION BELOW.
“Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) equity ownership interest or the majority of the voting rights of such entity.
“Airway Bill”: An airway bill also known as an air consignment note is a type of bill of lading which are legally binding documents between the sender (shipper) and the traveller (carrier) detailing the goods, quantity, cost in a way that allows the shipment to be tracked.
“Arbitration” As set out in the arbitration clause, is the process of any disputes, claims or issues that may arise with company without the involvement of civil courts, a civil judge and/ or jury. Generally, conducted with an appointed mediator or arbitrator.
“Authentication” means the process or action or proving, validating, and verifying the identity of a user or process to be true, genuine or valid.
“Bill of Lading” means a legal document between a sender (shipper) and a traveller (carrier) that details the type, quantity and destination of goods being carried. Also, serves as a shipment receipt when the traveller (carrier) delivers the goods at the pre-determined location.
“Commercial Invoice” means a sales (legal) document for goods and/or services that is often used to declare the value of goods for custom (importation) purposes. It states the quantity of goods, their value/s, and other important information such as weight and transportation charges and used to transport items on a commercial quantity.
“Commercial Quantity” means involving or relating to the sales of goods or services that will later be sold off to the public.
“Company Data” means all data related to the access and use of the Sharetheload Services hereunder, including all data related to Users (“User Information”).
“Company Device” means a mobile device owned or controlled by Company that is provided to you solely for your use of accessing and using the Sharetheload services.
“Cost” means all items being sent will have an applied “cost” which is subject to local supply and demand, weight, region, zones, local market factors, taxes and other applicable fees that may be applied including recovering costs and other surcharges
“Cost and Freight” (CNF) means price includes sea freight charges without insurance to deliver the goods to your nearest port.
“Cost, Insurance and Freight” (CIF) means price includes sea freight charges and insurance to deliver the goods to your nearest port.
“Device” means a Company Device or your Device, as the case may be.
“Domestic” means for the purpose of the services of Sharetheload to send or deliver parcels that are not within metro or city areas of your jurisdiction
“Documentation requirements”: means the minimum required documents that needs to be accompanied or attached when sending parcels in that all i) Domestic and Intercity parcel(s)delivery: must contain Airway Bill or Freight way bill ii) International parcel delivery: 3x Pro Forma Invoice or Commercial invoice with 1x Air way or Freight way Biil
“Fines” means any financial penalty imposed.
“Free on Board” (FOB) means import taxes payable are calculated exclusively on the value of the imported goods.
“Freight Way bill” means for Sharetheload Services as Land or Air Sea consignment note, is a type of Bill of lading which are legally binding documents between the sender (shipper) and the traveller (carrier) detailing the goods, quantity, cost in a way that allows the shipment to be tracked.
“Group” mans any company within the group of companies of which the Company belongs to.
“Identification” means identification such as Drivers Licence, Passport, Identification card and/ or any other Official Government Issued form of identification that meets international standards.
“Payment Summary” means for the purpose of Sharetheload, a record of money(ies) paid into travellers account that is used to show a profit and loss over a period of time.
“Independent contractor” means, as set across the technology services agreement, You (“User”) acknowledge and agree that Company’s provision to youof the Sharetheload App and its Services create a direct business relationship between Company and you. Company does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of peer to peer parcel delivery Services. You retain the sole right to determine when, where, and for how long you will utilize the Sharetheload App or the Sharetheload Services. You retain the option, via the Sharetheload App, to attempt to accept or to decline or ignore a User’s request for sending or delivering parcels, or to cancel an accepted request for peer to peer parcel delivery Services via the Sharetheload App, subject to Company’s then-current cancellation policies. Company shall have no right to require you to: (a) display Company’s or any of its Affiliates’ names, logos or colors whilst engaged in sending or delivering parcels(s); or (b) wear a uniform or any other clothing displaying Company’s or any of its Affiliates’ 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. For the sake of clarity, you understand Sharetheload and/or its affiliates is not a form of full-time employment and that employee benefits are not contained herein within this agreement. You understand and retain the complete right to; (i) use other software application services in addition to the Sharetheload Services; and (ii) engage in any other occupation or business. Company retains the right to deactivate or otherwise restrict you from accessing or using the Sharetheload App or its Services in the event of a violation or alleged violation of this Agreement, your disparagement of Company or any of its Affiliates, your act or omission that causes harm to Company’s or its Affiliates’ brand, reputation or business as determined by Company in its sole discretion.
“Intercity” means the city or metro areas of your jurisdiction in which you are able to send and deliver parcels
“Intellectual Property Rights” shall mean copyrights, patents, utility models, trade marks, service marks, design rights, (whether registered or unregistered), database rights, semiconductor topography rights, proprietary information rights and all other similar proprietary rights as may exist anywhere in the world.
“Mobile application” or most commonly referred to as an app, is a type of application software which is designed and built to run on a mobile device such as a smartphone or tablet computer. A mobile application may be known as an app, web app, online app, iPhone App, Android app or smartphone app.
“Parcel Delivery Services” means your provision of P2P Parcel Delivery services between Senders and Receivers.
“Passport” means an official document that has been issued by a government certifying the holders identification and citizenship and entitling them to travel.
“Privacy” means for the use of Sharetheload Services information that is shared amongst ‘users’ and third parties for the safety, security, transportation and parcel delivery purposes
“Pro Forma Invoice” means a sales (legal) document for goods and/or services that is often used to declare the value of goods for custom (importation) purposes. It states the quantity of goods, their value/s, and other important information such as weight and transportation charges.
“Sender” means any user whom uses the Sharetheload Services to Send Parcel(s) or goods which is to be collected by a traveller.
“Service Fee” has the meaning set forth in Section 4.4
“Sharetheload Services” mean Sharetheload’s on-demand lead generation and related services licensed by Sharetheload Global IP to Sharetheload International and/or its affiliates that enable users to send, track and deliver parcels on-demand including access to Sharetheload software, websites, payment services as described in Section 4 below, and related support services systems, as may be updated or modified from time to time.
“surcharges” means any fees that are incurred such as extra baggage fees and charges.
“survival clause” means the contract provision will remain in effect after the termination or expiration of the agreement.
“Suspending Access” means, also known as restricting access or cancelling Sharetheload Services.
“Taxes” means any applicable local, state, and/or Federal taxes that are predetermined by the local, state or Federal Government including but not limited to duty taxes, luxury goods taxes, airport taxes, Goods and Services Taxes and/ or Value Added Taxes (GST/VAT)
“Traveller” means any user whom uses the Sharetheload Services to deliver parcel(s) or goods on behalf of Senders.
“User” means users whom are identified, authenticated, verified and authorized through the Sharetheload Services to use the Sharetheload mobile application for the purpose of sending (“Sender”) and/or delivering parcels (“Traveller”).
“User Information” means information about a User made available to you in connection with such User’s request for and use of Transportation Services, which may include the User’s, pick-up location, personal data such as name and contact information and photo.
“Vehicle” means any vehicle that: (a) meets the then-current Company requirements for a vehicle to transport goods as a means of parcel delivery and/ or logistic and/or courier services such as motorbike, car, truck and/ or scooter.
“Verification” means the process of establishing the accuracy, validity and authenticity of user documents in order to proceed with the Sharetheload Services.
“Your Device” means a mobile device owned or controlled by you as set forth at www.sharetheload.com/phone-software and (b) on which the Sharetheload App has been installed as authorized by Company solely for the purpose of providing peer to peer parcel delivery Services.
- Use of the Sharetheload Services
2.1 Identification. All Sharetheload Users must abide and agree to ensure identification (such as Drivers Licence, Passport, Identification card and/ or any other Official Government Issued form of identification that meets international standards) upon request must be presented to users, Government Officials, Government Agencies, Police or any other third party that ensures the safety, security and process of transportation and parcel delivery services is carried out in accordance with domestic and international law jurisdictions. Company reserves the right to deactivate your account should a breach occur or you have not fulfilled your obligations whilst engaged in the services of Sharetheload.
2.2 Provision of Parcel Delivery Services. When engaged in the Services of Sharetheload, Users (Senders) will request for a parcel to be delivered or carried for delivery to an assigned destination. Automated matching occurs when Users (both senders and travellers) are within set parameters and sender is looking to send a parcel to a destination with a traveller on the same destination. If you accept a User’s request to deliver or have an item delivered, the Sharetheload Services will provide you with certain User Information through the App. In order to enhance User satisfaction with the Sharetheload mobile application and the Services being carried out, it is recommended that you remain professional, friendly and engaging at all times. In addition, you shall not contact any Users for any reason other than for the purposes of fulfilling the required task. Once the task has been completed via a completion code and until funds have been released from escrow, you may not, contact, share, or otherwise under any circumstances, use any User’s personal data that has been provided to fulfil the services of Sharetheload during your engagement of the Sharetheload app.
2.2.1. User Information
User Information provided through the App, includes Name, City, Pickup Address, Profile picture, Licence plate, Make and Model of Car, arrival time, departure time, To and From of travel, verified status, flight number and airline, Ratings and your live tracking.
2.2.2 Senders’ obligations when sending parcels
You acknowledge and agree that any misuse, contact, or breach of user information including but not limited to stalking, intimidation, discrimination, defamation, slander or any other legal breach will constitute immediate cancellation of services and may involve Government Authorities.
As between Company and you, you acknowledge and agree that by sending parcels, you shall be solely responsible for ensuring the contents of the parcel, the safety of the parcel, the cost of the parcel, taxes, all paperwork is completed and checked and that the exterior of the parcel is free from tampering, modification, altering and/ or any other way the parcel may cause interference with (ii) by sending parcels, you also acknowledge and agree to ensure the pro forma invoice is completed diligently and that three (3) copies are provided with one being placed in the parcel when sending parcels cross borders(iii) by sending parcels, You acknowledge and agree that an airway bill or freight way is to be provided at all times across domestic and/ or international deliveries (iii) In sending parcels, you agree and acknowledge that you may need to capture a shot(s) of the exterior of the parcel with an ‘image capturing device’ that Is stored in the Sharetheload app or a condition report of the parcel(s), package, or any item that is to be carried which will be verified by the User (Traveller)
2.2.4 Traveller’s obligation when delivering parcels
In delivering parcels, you agree and acknowledge that you must also declare items that are free from dangerous or prohibited goods and that you that you may need to declare items of a similar nature to that of an incoming passenger card (i) In delivering parcel(s), you agree and acknowledge that you will thoroughly inspect the exterior of the parcel(s) and that you must agree with the pictures of the parcel taken by the Sender or a condition report in proceeding with the carriage of the parcel(s) that the image reflects the parcel that is being delivered (ii) In delivering parcel(s) you also acknowledge and agree that you will take the most effective and efficient routes for each parcel(s) that you have selected and ensure that each delivery is carried out in accordance to each selected user(s) requirements or as set out by the Sharetheload Services app (iii) You agree and acknowledge that in the event the parcel may have been tampered, modified, altered or does not reflect the images captured by the sender, then the parcel must be rejected or refused for delivery for safety and security purposes (iv) In delivering parcels, you agree and acknowledge that except for the Sharetheload Services or any Company Devices (if applicable), you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to perform the user (sender) required delivery Services through the Sharetheload App.
2.3 Your Relationship with Users. You acknowledge and agree that your provision of using the Sharetheload Services app creates a direct business relationship between you and other Users. For sake purposes, a direct relationship exists between Senders and Travellers. Company is not responsible or liable for the actions or inactions of a User in relation to you, your activities or your method of chosen transportation. You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your provision of using the Sharetheload app. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including any insurance) regarding any acts or omissions of a User or third party. You acknowledge and give your consent to the Company to release your contact information to a User upon such User’s reasonable request. You acknowledge and agree that Sharetheload International is a technology services provider that does not provide any form of courier, parcel delivery, logistics and/or transportation services for other users and thus Sharetheload and/or its affiliates will not be held accountable nor liable for breaches. Any breach between users will result in account termination.
2.4 Your Relationship with Company. You acknowledge and agree that Company’s provision to youof the Sharetheload App and its Services create a direct business relationship between Company and you. Company does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of peer to peer parcel delivery Services. You retain the sole right to determine when, where, and for how long you will utilize the Sharetheload App or the Sharetheload Services. You retain the option, via the Sharetheload App, to attempt to accept or to decline or ignore a User’s request for sending or delivering parcels, or to cancel an accepted request for peer to peer parcel delivery Services via the Sharetheload App, subject to Company’s then-current cancellation policies. Company shall have no right to require you to: (a) display Company’s or any of its Affiliates’ names, logos or colours whilst engaged in sending or delivering parcels(s); or (b) wear a uniform or any other clothing displaying Company’s or any of its Affiliates’ names, logos or colours. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities. For the sake of clarity, you understand Sharetheload and/or its affiliates is not a form of full-time employment and that employee benefits are not contained herein within this agreement. You understand and retain the complete right to; (i) use other software application services in addition to the Sharetheload Services; and (ii) engage in any other occupation or business. Company retains the right to deactivate or otherwise restrict you from accessing or using the Sharetheload App or its Services in the event of a violation or alleged violation of this Agreement, your disparagement of Company or any of its Affiliates, your act or omission that causes harm to Company’s or its Affiliates’ brand, reputation or business as determined by Company in its sole discretion.
2.5.1 You acknowledge and agree that: (a) any parcel(s) to be sent and/or delivered by Users of Sharetheload Services will be prompted by the Sharetheload mobile application to provide a rating with the option to provide comments or feedback about you and the respective services that were requested to be carried out.
2.5.2 You acknowledge and agree that Company desires that Users have access to high -quality services via the Sharetheload mobile application. In order to continue to receive access to the Sharetheload Services, you must maintain an average rating by Users that exceeds the minimum average acceptable rating established by Company (“Minimum Average Rating”). Your average rating is intended to reflect Users’ satisfaction with how the services were carried out rather than your compliance with any of Company’s policies or recommendations. In the event your average rating falls below the Minimum Average Rating, Company will notify you and may provide you, in Company’s discretion, a limited period of time to raise your average rating above the Minimum Average Rating. If you do not increase your average rating above the Minimum Average Rating within the time period allowed (if any), Company reserves the right to deactivate your access to the Sharetheload app and its Services. Additionally, you acknowledge and agree that your repeated failure to accept Sender requests for delivering parcel delivery Services while you are logged in to the Sharetheload App as a Traveller creates a negative experience for Users of Sharetheload’s mobile application. If you do not wish to accept sender requests for delivering parcel(s) Services for a period of time, you agree that you will log off of the App provided that you have not used it for sending parcel(s).
2.5.3 Company and its Affiliates reserve the right to use, share and display your User ratings and comments in any manner in connection with the business of Company and its Affiliates without attribution to you or your approval. You acknowledge and agree that Company and its Affiliates are distributors (without any obligation to verify) and not publishers of your and User ratings and comments, provided that Company and its Affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or Company’s or its Affiliates’ content policies.
2.6.1 Company encourages you to use Your Device in providing any related user Services. Otherwise, if you elect to use any Company Devices, Company will supply you upon request with Company Devices and provide the necessary wireless data plan for such Devices, provided that Company will require reimbursement from you for the costs associated with the wireless data plan of each Company Device and/or request a deposit for each Company Device. You agree that: (a) Company Devices may only be used for the purpose of enabling your access to the Sharetheload Services; and (b) Company Devices may not be transferred, loaned, sold or otherwise provided in any manner to any party other than you. Company Devices shall at all times remain the property of Company, and upon termination of this Agreement or your termination or deactivation, you agree to return to Company the applicable Company Devices within five (5) days. You agree that failure to timely return any Company Devices, or damage to Company Devices outside of “normal wear and tear,” will result in the forfeiture of related deposits.
2.6.2 If you elect to use Your Devices: (i) you are responsible for the acquisition, cost and maintenance of Your Device(s) as well as any necessary wireless data plan; and (ii) Company shall make available the Sharetheload App for installation on your Device. Company hereby grants you a personal, non-exclusive, non-transferable license to install and use the Sharetheload App on Your device solely for the purpose of providing user related Services such as Sending and/or delivering parcel(s). You agree to not provide, distribute or share, or enable the provision, distribution or sharing of, the Sharetheload App (or any data associated therewith) with any third party. The foregoing license grant shall immediately terminate and you will delete and fully remove the Sharetheload App from your Device in the event that you cease to provide any user related Services using Your Device. You agree that: (i) use of the Sharetheload App on your Device requires an active data plan with a wireless carrier associated with Your Device, which data plan will be provided by you at your own expense; and (ii) use of the Sharetheload App on your Device as an interface with the Sharetheload Services may consume very large amounts of data through the data plan. COMPANY ADVISES THAT YOUR DEVICE ONLY BE USED UNDER A DATA PLAN WITH UNLIMITED OR VERY HIGH DATA USAGE LIMITS, AND COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FEES, COSTS, OR OVERAGE CHARGES ASSOCIATED WITH ANY DATA PLAN.
Services . You acknowledge and agree that your geo-location information mustbe provided to the Sharetheload Services via a Device in order to provide the user required Services of sending and/or delivering parcel(s). You acknowledge and agree that: (a) your geo-location information may be obtained by the Sharetheload Services while the Sharetheload App is running; and (b) the approximate location of you, the parcel(s), mode of transport will be displayed between Sender and Traveller during the provision of sending and/or delivering user related Services. In addition, Company and its Affiliates may monitor, track and share with third party(s) geo-location of users for safety and security purposes.
- General Requirements
You acknowledge and agree that in carrying out the services by Sharetheload that your health and safety in a ‘proper’ and ‘fit’ state as determined by a medical practitioner. You acknowledge and agree that Company will not be liable for any damages including and not limited to Insurance Health Claims, Medical Reimbursements, Travel Reimbursements and any other reimbursements. You acknowledge and agree as a User by Sending or Delivering parcels with the Sharetheload Services is solely at your own discretion and that Sharetheload is not responsible as an Employer nor will it be held liable for any damages. As such, Sharetheload and/or its affiliates, reserve the right, at any time in Company’s sole discretion, to deactivate or otherwise restrict you from accessing or using the Sharetheload Services if you fail to meet the requirements set forth in this Agreement.
3.1 You and Land Options. You acknowledge and agree that at all times, you shall: (a) hold andmaintain (i) a valid license with the appropriate level of certification to operate your Vehicle or (ii) a valid bus ticket, train ticket or any ticket or such expense that may be validating purpose of travel (iii) personal identification such as a ID card, Passport, Drivers Licence or any other means for the purpose of identification (b) you will input all information relevant to the option of travelling and/ or delivering such as Name, City, Pickup Address, Profile picture, Licence plate, Make and Model of Car, arrival time, departure time, To and From of travel, verified status, Ratings and your live location (c) You also agree to ensure that applications that may be used to communicate with other app users including but not limited to Whatsapp and other means of communication via a WIFI, Call, data or such internet connection to ensure constant communication can be maintained at all times (d) You agree to ensure your personal safety is not compromised and in doing so that you research keywords such as: “lifting and carrying techniques”, and/ or other ergonomics to ensure your safety and health is free from compromise and in such by staying hydrated, applying the appropriate clothing and/ or protection for the safety of your own well-being (d) maintain high standards of friendliness, professionalism and a family oriented spirit that is free from discrimination, bias or any such behaviour that may be offensive.
3.1.2 Documentation for Land Option. To ensure compliance all documentation must be cross verified and thoroughly discussed between users prior to delivering parcels. Any parcel(s) that fail to meet, have, or hold the required documentation including a Pro Forma Invoice, Commercial Invoice, Airway Bill or Freight way Bill respectively MUST not be approved for delivery. For the sake of clarity; all domestic parcels including intercity must have a Freight way Bill assigned to the parcel with the option of attaching a Pro Forma invoice or Commercial Invoice (ii) all International parcels must have a Freight way Bill assigned to the parcel with 3 copies a Pro Forma invoice or Commercial Invoice with 1x in parcel and 2x copies provided to the traveller.
3.2 You and Sea Options You acknowledge and agree that at all times, you shall: (a) hold andmaintain (i) a valid license with the appropriate level of certification to operate a watercraft or (ii) a valid boat and/ or ship ticket or such expense that may be validating purpose of travel (iii) personal identification such as a ID card, Passport, Drivers Licence or any other means for the purpose of identification (b) you will input all information relevant to the option of travelling and/ or delivering such as Name, City, Pickup Address, Profile picture, arrival time, departure time, To and From of travel, verified status, Ratings and your live location
(c) You also agree to ensure that applications that may be used to communicate with other app users including but not limited to Whatsapp and other means of communication via a WIFI, Call, data or such internet connection to ensure constant communication can be maintained at all times (d)You agree to ensure your personal safety is not compromised and in doing so that you research keywords such as: “lifting and carrying techniques”, and/ or other ergonomics to ensure your safety and health is free from compromise and in such by staying hydrated, applying the appropriate clothing and/ or protection for the safety of your own well-being (d) maintain high standards of friendliness, professionalism and a family oriented spirit that is free from discrimination, bias or any such behaviour that may be offensive.
3.2.1 Documentation for Sea Option. To ensure compliance all documentation must be cross verified and thoroughly discussed between users prior to delivering parcels. Any parcel(s) that fail to meet, have, or hold the required documentation including a Pro Forma Invoice, Commercial Invoice or Freight way Bill respectively MUST not be approved for Freight. For the sake of clarity; all domestic parcels including intercity must have a Freight way Bill assigned to the parcel with the option of attaching a Pro Forma invoice or Commercial Invoice (ii) all International parcels must have a Freight way Bill assigned to the parcel with 3 copies a Pro Forma invoice or Commercial Invoice with 1x in parcel and 2x copies provided to the traveller. All parcels carried on Sea are “FOB”
3.3 You and Air Option. You acknowledge and agree that at all times, you shall: (a) hold andmaintain (i) a valid passport with 6 months validity for all international travel and/ or (ii) secondary form of Identification such as Drivers Licence, Government Issued Identity Card or such identity that can be used to confirm identity for all domestic and international travel as such and; (b) agree to ensure that GPS and location tracking is on at all times except however during flight in which it must be replaced with your flight number, airline and such information that can be used to maintain contact and tracking of you and parcel(s) (c) You also agree to ensure that applications that may be used to communicate with other app users including but not limited to Whatsapp and other means of communication via a WIFI, Call, data or such internet connection to ensure constant communication can be maintained at all times (d) You shall also agree to remain friendly, professional and non-discriminatory when sending, accepting or delivering parcels (e) You shall agree to disclose to Government Agencies, Airport Staff, Airlines, Customs, Police, Immigration and other Government authorities that you are carrying goods on behalf of the Sender (f) You agree that should you choose to fail to meet these requirements or breach this agreement you reserve the right for Sharetheload to deactivate, restrict, suspend or otherwise cancel you from accessing or using its services
3.3.1 Other Requirements for Air Option. You acknowledge and agree that sending, and/ or delivering parcels is at your own discretion and that you agree to ensure the safety, security and contents of the parcel(s) and/or package at all times. You acknowledge and agree that information sharing between users is required to ensure the operations of the services and you acknowledge and agree that Government Agencies, Government Authorities, Customs, Airlines, Airport Staff, Immigration and/ or Police may request personal information which will be provided to investigate the contents of the parcel and all users involved. You acknowledge and agree that in the event you choose to send a parcel, you opt to become the “Sender” and in the event, you choose to deliver you will become a “traveller” or “carrier”. In the event of carrying or delivering goods, you have assigned yourself as an independent contractor and as such Sharetheload International and/ or its Affiliates will not hold you out as an employee, agent or authorized representative of Sharetheload International and/ 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 Sharetheload International and its Affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship
3.3.2 Documentation for Air Option. To ensure compliance at all times when sending and/ or delivering parcels, parcels must contain for all international Travel: (i) Pro Forma and/or Commercial Invoice and Airway Bill. For all domestic travel: (i) Pro Forma and/or Commercial Invoice. It is both the Senders and Travellers Responsibility to ensure parcel contents are free from any prohibited or dangerous goods at all times and such that all contents of parcel are clearly identified in the airway bill and/ or pro forma invoice/ commercial invoice. All further identification must be cross checked amongst users prior to the acceptance of the parcel.
- Financial Terms
4.1 Costs. All items being sent will have an applied “cost” which is subject to local supply and demand, weight, region, zones, local market factors, taxes and other applicable fees that may be applied including recovering costs and other surcharges. The cost does not include gratuity. Additionally, even though we may from time to time advertise and market the Sharetheload Services generally (including discounts or promotions to users to sign up or on-board the Sharetheload Services that reduce what they ultimately pay for an item to be sent and/ or delivered), this does not entitle you to any additional payment or reduction.
Unless we indicate to you otherwise, for each (“Sender”), the Sender will pay the “cost” inclusive of Service Fee described in Paragraph 4.4 below (collectively, the “Sender Payment”). For the purpose of “Travellers” you appoint us as your disclosed limited payment collection agent solely to accept the Senders Payment via the Sharetheload app payment processing functionality, and the sender Payment to us (acting as your agent) is treated the same as if that Sender paid you directly for the delivery of the parcel. The Sender Payment is the only payment that will be made to you by the Sender for the parcel to be delivered. The cost portion of the sender Payment shall operate as a default, but following completion of the parcel delivery you are entitled to request to charge a lower Fare, and we will consider these requests with proof and/ or evidence showing that as the traveller you have agreed to pay and cover costs by the Sender for the shortfall amount across what is defined in cost.
As such, we may adjust the cost Payment paid out to the traveller for reasons such as sender did not correctly state any item(s) that may or should have been applied such as taxes, incorrect weight, cost of goods, taxes etc. on our Services. In more serious situations, such as fraud, or complaints, Sharetheload International and/or its affiliates will investigate before proceeding with the correct course of action.
4.1.2 Notice to change of cost
In addition, Sharetheload International and/or its affiliates will provide you with notice of any change to any costs or applicable costs by in- app communication, Electronic Communication or other means of communication. However, by continuing to use the Sharetheload International and/or affiliate Services, you are deemed to accept these changes.
4.2 Receipts. Sharetheload International and/ or its affiliates provide users with a system for having electronic receipts or payment summaries. Once the parcel has been received, both users (Senders and Travellers) will be entitled to an electronically delivered receipt or payment summary respectively, which includes a breakdown of amounts charged or amounts earned in delivering the parcel(s). If you think a correction should be made to the amounts charged or amount that needs to be credited you must let us know in writing within 48 hours after the parcel was delivered or we will have no further responsibility and you waive your right to later dispute the amounts charged.
4.3 Taxes. You are required to follow applicable law regarding your tax registration, calculation andremittance obligations for the parcel(s) you deliver or have delivered. As such, as an independent contractor, you are responsible for taxes on your own income.
4.4 Our Service Fee. In consideration of your use of the services provided by Sharetheload and/or its affiliates, you hereby agree to pay us a service fee: (“Service Fee”) on a per sender basis. For each sender, the Service Fee equals the parcel cost Payment minus: (a) fees retained by us; (b) and applicable taxes and surcharges. In the event of a parcel cost greater than the senders payment(excluding fees retained by us, taxes and surcharges), then no service fee will be charged for that parcel delivery. In such case, any excess amounts that need to be covered, Sharetheload and/or its affiliates will make an adjustment to the service fee and/or if necessary Sharetheload and/or its affiliates will apply a credit to the account as owed to you provided submission of evidence within 24 hours.
License Grant. Subject to the terms and conditions of this Agreement, Company hereby grantsyou a non-exclusive, non-transferable, non-sub licensable, non-assignable license, during the term of this Agreement, to use the Sharetheload Services solely for the purpose of providing Sharetheload services amongst Senders and Travellers (“Users”). All rights not expressly granted to you are reserved by Sharetheload International and/ or its Affiliates and their respective licensors.
5.2 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 Sharetheload Services in any way; (b) modify or make derivative works based upon the Sharetheload Services; (c) improperly use the Sharetheload Services, including creating Internet “links” to any part of the Sharetheload Services, “framing” or “mirroring” any part of the Sharetheload Services on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Sharetheload Services; (d) reverse engineer, decompile, modify, or disassemble the Sharetheload Services, 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 Sharetheload Services 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 Sharetheload Services 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 Sharetheload Services; or (iv) attempt to gain unauthorized access to the Sharetheload Services or its related systems or networks.
5.3 Ownership. The Sharetheload Services and Company Data, including all Intellectual PropertyRights therein, and the Company Devices are and shall remain (as between you and Company) the property of Company, its Affiliates or their respective licensors. Neither this Agreement nor your use of the Sharetheload Services or Company Data conveys or grants to you any rights in or related to the Sharetheload Services, except for the limited license granted above. Other than as specifically permitted by the Company in connection with the Sharetheload Services, 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 “SHARETHELOAD 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 SHARETHELOAD 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.
6.1 Each party acknowledges and agrees that in the performance of this Agreement 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, Intellectual Property Rights owned by the Company or by the Group, User 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 or of which the other party should reasonably know that it should be treated as confidential.
6.2 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 this Agreement; (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 this Agreement, 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 this Agreement or at the request of the other party (subject to applicable law and, with respect to Company, its internal record-keeping requirements).
6.3 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 this Agreement 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.
7.1 Disclosure of Your Information. Subject to applicable law, Company and its Affiliatesshall upon your request, provide to you, any personal data about you. Additionally, subject to applicable law, Company and its Affiliate, may, but is not required to, provide information (including personal information (e.g., information obtained about you through the Sharetheload Services or through a background check) and any Company Data) about any Sharetheload Services you have engaged in provided hereunder if: (a) there is a complaint, dispute or conflict between you and a User; (b) upon request by Government Officials, Government Authorities, Customs, Police, Airport Security, Immigration or any other entity that may be deemed imperative for any investigation requirements (c) it is necessary to enforce the terms of this Agreement; (d) it is required, in Company’s or any Affiliate’s sole discretion, by applicable law or regulatory requirements (e.g. , Company or its Affiliates receive a subpoena, warrant, or other legal process for information); (e) 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 Sharetheload Services or any third party; (2) to protect the safety of the public for any reason including any allegations related to the Sharetheload Services; (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 Sharetheload Services. You understand that Company may retain your personal data for legitimate reasons such as legal, regulatory, safety and other necessary purposes after this Agreement is terminated.
7.2 Company and its Affiliates may collect your personal data during the course of your application for, and use of, the Sharetheload Services, or may obtain information about you from third parties. 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, lead generation, 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.
7.3 Any Users and Travellers using Sharetheload’s Services agree to at all times comply with applicable personal data legislation.
You agree to, during the term of this Agreement, as a user, at your own expense and discretion may hold Travel Insurance, worker’s compensation insurance or any other insurance at your own risk. However, as a Sender you may OPT in for insurance to a maximum pre-determined amount and that no further insurance will be applied to the goods. Sharetheload and/or its affiliates will not be held liable for any breach, injuries or results of losses that exceed the pre-determined amount.
8.4 You agree and acknowledge to promptly notify Company of any accidents, losses, breach, cancellations, or such injury that occur while providing the services of Sharetheload and to cooperate and provide all necessary information related thereto so company can take the best action to assist. Again, for the sake of clarity, you agree and acknowledge by undertaking the Services of Sharetheload and or its affiliates that you do so at your own discretion and by delivering parcel(s) you acknowledge and agree that you are solely an independent contractor who is responsible for their own insurance should you decide to exercise it.
- Representations and Warranties; Disclaimers
9.1 By You. You hereby represent and warrant that: (a) you have full power and authority to enterinto this Agreement 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 this Agreement; and (c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all relevant requirements and other governmental regulations necessary to provide the Services by Sharetheload pursuant to this Agreement.
9.2 Disclaimer of Warranties. COMPANY AND ITS AFFILIATES PROVIDE, AND YOU ACCEPT, THE SHARETHELOAD SERVICES “AS IS” AND “AS AVAILABLE” BASIS. COMPANY AND ITS AFFILIATES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE SHARETHELOAD SERVICES: (A) WILL BE UNINTERRUPTED OR ERROR FREE; OR (B) WILL RESULT IN ANY REQUESTS FOR PARCEL DELIVERY SERVICES. COMPANY AND ITS AFFILIATES FUNCTION AS AN ON-DEMAND LEAD GENERATION AND RELATED SERVICE ONLY AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE USERS WHO MAY REQUEST TO SEND OR DELIVER FROM YOU, AND COMPANY AND ITS AFFILIATES DO NOT SCREEN OR OTHERWISE EVALUATE USERS. BY USING THE SHARETHELOAD SERVICES, 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 SHARETHELOAD SERVICES.NOTWITHSTANDING COMPANY’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF YOU FOR THE PURPOSE OF ACCEPTING PAYMENT FROM USERS ON YOUR BEHALF AS SET FORTH IN SECTION 4 ABOVE, COMPANY AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY USER OR OTHER THIRD PARTY.
9.3 No Service Guarantee. COMPANY AND ITS AFFILIATES DO NOT GUARANTEE THE AVAILABILITYOR UPTIME OF THE SHARETHELOAD SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE SHARETHELOAD SERVICES MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (e.g.,
DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE SHARETHELOAD SERVICES 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.
- Indemnification. You shall indemnify, defend (at Company’s option) and hold harmless Companyand its Affiliates and their respective officers, directors, employees, agents, successors and assign 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 this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to your provision of the Services of Sharetheload. This indemnification provision shall not apply to your breach of any representations regarding your status as an independent contractor.
- Limits of Liability. COMPANY AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER OR RELATED TOTHIS AGREEMENT 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 PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. EXCEPT FOR COMPANY’S OBLIGATIONS TO PAY AMOUNTS DUE TO YOU PURSUANT TO THE FINANCIAL TERMS ABOVE IN SECTION 4, BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO EVENT SHALL THE LIABILITY OF COMPANY OR ITS AFFILIATES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES ACTUALLY PAID TO OR DUE TO COMPANY HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
- Term and Termination
12.1 Term. This Agreement shall commence on the date accepted by you and shall continue untilterminated as set forth herein.
12.2 Termination. Either party may terminate this Agreement: (a) without cause at any time uponfive (5) days prior written notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; 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 this Agreement immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of Company and its Affiliates, to provide the Sharetheload Services or otherwise set forth in this Agreement.
12.3 Effect of Termination. Upon termination of the Agreement, you shall: (a) promptly return toCompany all Company Devices; and (b) immediately delete and fully remove the Sharetheload App from any of Your Devices. Any outstanding payment obligations shall survive the termination of this Agreement.
- Relationship of the Parties
13.1 Except as otherwise expressly provided herein with respect to Company acting as the limited payment collection agent solely for the purpose of collecting payment from Users on your behalf, the relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between Company and you; and (b) no joint venture, partnership, or agency relationship exists between Company and you.
13.2 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.
- Miscellaneous Terms
14.1 Modification. In the event Company modifies the terms and conditions of this Agreement atany time, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Company reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the Sharetheload Services, or downloading, installing or using the Sharetheload App, you are bound by any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein, including with respect to cost Calculations. Continued use of the Sharetheload Services after any such changes shall constitute your consent to such changes. Unless changes are made to the arbitration provisions herein, you acknowledge and agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration.
14.2 Supplemental Terms. Supplemental terms may apply to your use of the Sharetheload Services, such asuse 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, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.
14.3 Severability. If any provision of this Agreement is or becomes invalid or non-binding, the partiesshall 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 this Agreement.
14.4 Assignment. Neither party shall assign or transfer this Agreement or any of its rights orobligations hereunder, in whole or in part, without the prior written consent of the other party; provided that Company may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement 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.
14.5 Entire Agreement. This Agreement, including all Supplemental Terms, constitutes the entireagreement 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 this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.
14.6 No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement, except as expressly set forth in the Arbitration Provision in Section 15. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.
14.7 Notices. Any notice delivered by Company to you under this Agreement will be delivered byemail to the email address associated with your account or by communication through the Sharetheload app.
- Governing Law; Arbitration
15.1 Governing law
This Arbitration Provision is governed by and construed in accordance with the laws of Hong Kong, unless otherwise set forth in these terms excluding its rules on conflicts of laws.
Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to any IP rights owned by the company shall be governed by the laws of Panama.
Other than disputes regarding the intellectual property rights of the parties and other claims identified in Section 15.5, any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Sharetheload Services shall be subject to arbitration pursuant to Section 15.5.
Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Services or these Terms, including those relating to its validity, its construction or its enforceability (any “Dispute”) shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules’ Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of both mediation and arbitration shall be Hong Kong under its laws.
15.2.1 Your Right To Opt Out of Arbitration
Arbitration is not a mandatory condition of your contractual relationship with the Company. If you do not want to be subject to this Arbitration Provision, you may opt out of this Arbitration Provision by notifying the Company in writing of your desire to opt out of this Arbitration Provision, either by (1) sending, within 30 days of the date this Agreement is executed by you, electronic mail to firstname.lastname@example.org, stating your name and intent to opt out of the Arbitration Provision. Your writing opting out of this Arbitration Provision will be filed with a copy of this Agreement and maintained by the Company. Should you not opt out of this Arbitration Provision within the 30-day period, you and the Company shall be bound by the terms of this Arbitration Provision. You have the right to consult with counsel of your choice concerning this Arbitration Provision. You understand that you will not be subject to retaliation if you exercise your right to assert claims or opt-out of coverage under this Arbitration Provision.
Should you wish to opt out of this Arbitration Provision any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Services or these Terms and Conditions is subject to the exclusive jurisdiction of the Courts of Hong Kong.
15.3 Language of mediation and arbitration
The language of the mediation and/or arbitration shall be English, unless you do not speak English, in which case the mediation and/or arbitration shall be conducted in both English and your native language.
The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.
15.5 Arbitration Provision Important Note Regarding this Arbitration Provision:
Except as provided below, arbitration does not limit or affect the legal claims you may bring against the Company. Agreeing to arbitration only affects where any such claims may be brought and how they will be resolved.
● Arbitration is a process of private dispute resolution that does not involve the civil courts, a civil judge, or a jury. Instead, the parties’ dispute is decided by a private arbitrator selected by the parties using the process set forth herein. Other arbitration rules and procedures are also set forth herein.
● Unless the law requires otherwise, as determined by the Arbitrator based upon the circumstances presented, you will be required to split the cost of any arbitration with the Company.
● IMPORTANT: This Arbitration Provision will require you to resolve any claim that you may have against the Company on an individual basis, except as provided below, pursuant to the terms of the Agreement unless you choose to opt out of the Arbitration Provision. Except as provided below, this provision will preclude you from bringing any class, collective, or representative action against the Company, and also precludes you from participating in or recovering relief under any current or future class, collective, or representative action brought against the Company or by someone else. You should assume that there may be in the future, lawsuits against the Company alleging class, collective, and/or representative claims on your behalf, including but not limited to claims for tips, reimbursement of expenses, and employment status. Such claims, if successful, could result in some monetary recovery to you.
The mere existence of such class, collective, and/or representative lawsuits, however, does not mean that such lawsuits will ultimately succeed. But if you do agree to arbitration with the Company, you are agreeing in advance, except as otherwise provided, that you will not participate in and, therefore, will not seek to recover monetary or other relief under any such class, collective, and/or representative lawsuit, except as provided below.
However, as discussed above and except as provided below, if you agree to arbitration, you will not be precluded from bringing your claims against the Company in an individual arbitration proceeding. If successful on such claims, you could be awarded money or other relief by an arbitrator (subject to splitting the cost of arbitration as mentioned above).
WHETHER TO AGREE TO ARBITRATION IS AN IMPORTANT BUSINESS DECISION. IT IS YOUR DECISION TO MAKE, AND YOU SHOULD NOT RELY SOLELY UPON THE INFORMATION PROVIDED IN THIS AGREEMENT AS IT IS NOT INTENDED TO CONTAIN A COMPLETE EXPLANATION OF THE CONSEQUENCES OF ARBITRATION. YOU SHOULD TAKE REASONABLE STEPS TO CONDUCT FURTHER RESEARCH AND TO CONSULT WITH OTHERS — INCLUDING BUT NOT LIMITED TO AN ATTORNEY — REGARDING THE CONSEQUENCES OF YOUR DECISION, JUST AS YOU WOULD WHEN MAKING ANY OTHER IMPORTANT BUSINESS OR LIFE DECISION.
15. 7 Application of the Arbitration Provision
This Arbitration Provision applies to any dispute arising out of or related to this Agreement or termination of the Agreement and survives after the Agreement terminates. Nothing contained in this Arbitration Provision shall be construed to prevent or excuse you from utilizing any informal procedure for resolution of complaints established in this Agreement (if any), and this Arbitration Provision is not intended to be a substitute for the utilization of such procedures. Except as it otherwise provides, this Arbitration Provision is intended to apply to the resolution of disputes that otherwise would be resolved in a court of law or before any forum other than arbitration, with the exception of proceedings that must be exhausted under applicable law before pursuing a claim in a court of law or in any forum other than arbitration. Except as it otherwise provides, this Arbitration Provision requires all such disputes to be resolved only by an arbitrator through final and binding arbitration on an individual basis only and not by way of court or jury trial, or by way of class, collective, or representative action. Except as provided in Section 15.5, above, regarding the Class Action Waiver, such disputes include without limitation disputes arising out of or relating to interpretation or application of this Arbitration Provision, including the enforceability, revocability or validity of the Arbitration Provision or any portion of the Arbitration Provision. All such matters shall be decided by an Arbitrator and not by a court or judge. However, as set forth below, the preceding sentences shall not apply to disputes relating to the interpretation or application of the Class Action Waiver or PAGA Waiver above, including their enforceability, revocability or validity. Except as it otherwise provides, this Arbitration Provision also applies, without limitation, to all disputes between You and the Company, as well as all disputes between You and the Company and its affiliates, fiduciaries, administrators, subsidiaries, parents, and all successors and assigns of any of them, including but not limited to any disputes arising out of or related to this Agreement and disputes arising out of or related to your relationship with the Company, including termination of the relationship. This Arbitration Provision also applies, without limitation, to disputes regarding any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, termination, harassment and claims. This Agreement is intended to require arbitration of every claim or dispute that lawfully can be arbitrated, except for those claims and disputes, which by the terms of this Agreement are expressly excluded from the Arbitration Provision. Sharetheload Global IP is an intended, third party beneficiary of this Agreement
15.7.1 Limitations On How This Agreement Applies.
The disputes and claims set forth below shall not be subject to arbitration and the requirement to arbitrate set forth in this Arbitration Provision shall not apply:
Claims for workers compensation, insurance and unemployment benefits; Regardless of any other terms of this Agreement, nothing prevents you from making a report to or filing a claim or charge with your governing Equal Employment Opportunity body, and nothing in this Agreement or Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. Nothing in this Arbitration Provision shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfil the party’s obligation to exhaust administrative remedies before making a claim in arbitration; Disputes that may not be subject to a pre-dispute arbitration agreement pursuant to applicable Federal law or Executive Order are excluded from the coverage of this Arbitration Provision; Disputes regarding your, the Company’s, or its affiliates intellectual property rights.
15.7.2 How Arbitration Proceedings Are Conducted.
In arbitration, the Parties will have the right to conduct adequate civil discovery, bring dispositive motions, and present witnesses and evidence as needed to present their cases and defenses, and any disputes in this regard shall be resolved by the Arbitrator. You and the Company agree to resolve any dispute that is in arbitration on an individual basis only, and not on a class, collective action, or representative basis (“Class Action Waiver”). The Arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis. The Arbitrator shall have no authority to consider or resolve any claim or issue any relief on a class, collective, or representative basis.
15.7.3 Paying For The Arbitration.
Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law (i.e., a party prevails on a claim that provides for the award of reasonable attorney fees to the prevailing party). In all cases where required by law, the Company will pay the Arbitrator’s and arbitration fees. If under applicable law the Company is not required to pay all of the Arbitrator’s and/or arbitration fees, such fee(s) will be apportioned equally between the Parties or as otherwise required by applicable law. However, you will not be required to bear any type of fee or expense that you would not be required to bear if you had filed the action in a court of law. Any disputes in that regard will be resolved by the Arbitrator as soon as practicable after the Arbitrator is selected, and Company shall bear all of the Arbitrator’s and arbitration fees until such time as the Arbitrator resolves any such dispute.
15.7.4 The Arbitration Hearing And Award.
The Parties will arbitrate their dispute before the Arbitrator, who shall confer with the Parties regarding the conduct of the hearing and resolve any disputes the Parties may have in that regard. Within 30 days of the close of the arbitration hearing, or within a longer period of time as agreed to by the Parties or as ordered by the Arbitrator, any party will have the right to prepare, serve on the other party and file with the Arbitrator a brief. The Arbitrator may award any party any remedy to which that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in his or her individual capacity in a court of law for the claims presented to and decided by the Arbitrator, and no remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this Arbitration Provision. The Arbitrator will issue a decision or award in writing, stating the essential findings of fact and conclusions of law. A court of competent jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration. The Arbitrator shall not have the power to commit errors of law or legal reasoning, and the award may be vacated or corrected on appeal to a court of competent jurisdiction for any such error.
16. Acceptance of the Terms and Conditions
By accepting the use of Sharetheload, you expressly acknowledge that you have read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that you agree to be bound by the terms and conditions of the Agreement, and that you are legally competent to enter into this Agreement with Company.