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.
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.
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)
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.
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.
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.
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.
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 email@example.com, 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.