Non-CMV Deliverer Agreement

Last Updated: June 30, 2025

PLEASE READ THIS AGREEMENT CAREFULLY. IT AFFECTS YOUR RIGHTS. BY ACCEPTING THE AGREEMENT, YOU ACKNOWLEDGE THAT YOU READ IT, UNDERSTAND IT, AND VOLUNTARILY AGREE TO ALL THE TERMS.

This agreement ("Agreement") is between you ("Driver” or “you”), an independent business engaged in the business of performing the type of delivery services contemplated by this Agreement, and Curri Inc. ("Curri"). Driver and Curri may be referred to here individually as a "Party" and together as the "Parties". This Agreement will become effective on the date it is accepted by Driver regardless of whether Driver is eligible to use or ever uses the Curri application, website, and technology platform that facilitates Curri’s online marketplace (collectively "Curri Platform" or "Platform") to provide delivery services to customers, or otherwise provides delivery services brokered or arranged by Curri customer service or operations personnel. If Driver has not previously manifested their acceptance of this Agreement, this Agreement will be deemed automatically accepted by Driver immediately upon the earlier of: (a) Driver’s creation of a driver account on the Curri Platform, or (b) Driver’s performance of delivery services for any customer through the Curri Platform or otherwise through the arrangements of Curri customer service or operations personnel (unless such services are performed pursuant to employment, contractual, or other business relationship with an independent carrier that has entered into a Carrier/Broker Agreement with Curri). The Agreement will end on the termination date set forth in Section 7 below.

In addition, you acknowledge you have read, understood, and voluntarily agreed to the Curri Terms of Service and Privacy Policy, which shall govern your relationship to Curri, your use of the Curri Platform, and your performance of delivery services, except to the extent the Curri Terms of Service or Privacy Policy directly conflict with the terms of this Agreement (in which case, the terms of this Agreement shall control). Capitalized terms used and not defined herein shall have the meanings assigned to them in the Curri Terms of Service.

In consideration of the mutual promises below, and for other good and valuable consideration, Curri and Driver agree as follows:

1. Our Relationship and this Agreement

1.1. Our Relationship

The Parties acknowledge and agree that this Agreement is between independent businesses. The Parties intend this Agreement to create a business-to-business relationship. The Parties are not employees, agents, joint venturers, or partners of each other for any purpose. Neither party shall have the right to bind the other by contract (or otherwise) except as specifically provided in this Agreement.

1.2. The Purpose of this Agreement

Except for the Curri Terms of Service, the Non-CMV Deliverer Arbitration Agreement, and the Curri Privacy Policy, this Agreement governs the entire relationship between Curri and Driver, and establishes the Parties' respective rights and obligations applicable to delivery opportunities made available to Driver through the Platform(“Delivery Opportunities”). Nothing in this Agreement requires Driver to use the Platform or to accept or agree to perform any delivery services offered to Driver during the Term of this Agreement, and nothing in this Agreement shall guarantee that any particular volume of deliveries or amount of revenue will be available to Driver for any particular time period.

1.3. Modifications

Curri reserves the right, from time to time, to modify this Agreement at any time.  Such modifications shall become binding upon your acceptance of the modified Agreement.  In addition to any other manifestation of your acceptance of this Agreement, continued use of Curri’s Platform or performance of any Services after Curri has posted an updated version of this Agreement on the Curri website (www.curri.com), on any Curri user application, or after Curri has otherwise provided you with notice of any modifications to this Agreement or any Curri policies, shall constitute your acceptance of such modifications. You are responsible for regularly reviewing the Curri website and user applications for any updates to this Agreement or Curri policies applicable to you. Any changes to Driver compensation will be addressed pursuant to the terms of Section 3 below.

2. Who We Are

Curri is a delivery network company which works with delivery network company couriers and app-based drivers to complete delivery services for Senders. Curri is registered with the U.S. Department of Transportation (“DOT”) as an authorized broker, U.S. DOT #: 3350325 and MC #: 1071003. Curri owns the Curri Platform, and offers properly licensed and qualified drivers, couriers and motor carrier companies opportunities to perform delivery services, to the extent requested by customers (“Customers”).  

As a provider of delivery services you are representing, warranting and confirming, each time you perform such services, that you are independently licensed and qualified to perform them.

If Driver is performing any services within the State of California,  (1) Driver and Curri acknowledge and agree that Curri is a “delivery network company,” and Driver is a “delivery network company courier” and “app-based driver,” in each case, as such terms are defined under California Business and Professions Code Section 7463, and (2) solely with respect to services provided in California, Curri shall maintain an automobile liability insurance policy that provides coverage with respect to Driver’s vehicle while performing services pursuant to this Agreement, with a per occurrence limit of not less than One Million Dollars ($1,000,000), and Curri hereby adds Driver as an additional insured during Driver’s “engaged time” (as such term is defined in California Business and Professions Code Section 7463) on the Platform to such insurance policy, provided that (i) Driver shall only be added as an additional insured and such coverage shall only apply in instances where Driver’s automobile is not otherwise covered by a policy that complies with subdivision (b) of Section 11580.1 of the California Insurance Code, (ii) such coverage shall be secondary to any insurance coverage maintained by Driver and will not diminish or limit Driver’s liability under Section 6.2 of this Agreement, and (iii) Driver’s additional insured status will be limited to $1,000,000 per occurrence of Curri’s insurance coverage, notwithstanding any other limits or insurance coverages maintained by Curri or by Driver.  

3. What We Will Do

3.1. Help You Get Paid for Your Services

3.1.1. Unless otherwise agreed in writing between Driver and Curri or disputed by Curri in good faith, and subject to the terms of this Agreement, the Curri Terms of Services, and any other agreements between you and Curri, Driver will receive payment for each completed delivery in accordance with: (a) the amount listed in the Platform for the delivery when the opportunity was accepted by Driver. Curri reserves the right, at its sole discretion, to change the payment rates offered through the Curri Platform for new delivery service opportunities at any time for any reason. Driver is free to accept, reject, or ignore any Delivery Opportunities as a means to earn different rates of pay and maximize opportunity for profit. However, if Driver has accepted or agreed to provide services pursuant to any opportunity offered to Driver on the Platform, such Driver’s cancellation of such services may be deemed a Service Failure pursuant to Section 5.1.5.

3.1.2. Unless otherwise agreed between Driver and Curri or disputed by Curri in good faith, and subject to any limitations in this Agreement, Curri agrees to transmit payment for each completed Delivery to Driver via direct deposit payment no later than seven (7) days after Driver successfully completes the Delivery. Curri’s payment obligation under this Agreement for any Delivery is contingent upon Driver fully performing such Delivery including providing copies of any bills of lading, waybills, shipping documentation, or other proof of delivery as Curri may reasonably require. Driver is responsible for any applicable processing fees associated with such remittance, which Curri may deduct from the total payment provided to Driver, unless such deduction is waived by Curri in its sole discretion. Driver further agrees to accept transfer and/or transaction fees, as applicable, for such payments.

3.1.3. Curri will use Stripe to process payments to Driver for the services provided pursuant to this Agreement. As Driver, you represent and warrant that you have reviewed, understand, and agree to the Stripe Connected Account Agreement and Stripe Service Agreement, both of which are incorporated herein by reference.

3.1.4. Notwithstanding any other provision of this Agreement, if Driver is a resident of, or performing services directly in, California, then (i) Curri shall ensure that Driver is compensated, for each 14-day earning period as designated by Curri, with net earnings that are not less than the net earnings floor, in accordance with California Business and Professions Code Section 7453; and (ii) Curri shall provide a quarterly healthcare subsidy to Driver if Driver qualifies for such subsidy in accordance with California Business and Professions Code Section 7454, provided that Driver provides proof to Curri, within 16 calendar days from the end of each calendar quarter, of current enrollment in a qualifying health plan.

3.2. Obey Tax Laws

If Driver receives the minimum annual income established by the Internal Revenue Service, Curri shall report all payments made to Driver on a calendar year basis by issuing an applicable IRS Form 1099. Driver agrees that Curri may fulfill any tax-related obligations, including but not limited to providing 1099 Forms, through any means, including by electronic transmission to the email address associated with  Driver’s account, as provided by Driver.

Driver agrees to report all such payments to the appropriate federal, state, and local taxing authorities.

3.3. Communicate With You

3.3.1. Driver agrees that Curri, its affiliates or representatives may contact Driver by email, phone, push notification, SMS, or by other comparable means (including by use of an automatic telephone dialing system) at the email address(es), phone(s), or phone number(s) Driver provides, including for marketing purposes where permitted by law. Driver also agrees and understands that Curri sends information related to deliveries, including delivery fees, user account information, and signup progress to become a Driver, via e-mail, SMS and push notification, so Driver must agree to receive such transactional messages to provide delivery services through the Platform.

3.3.2. SMS and push communications from Curri, its affiliates or its representatives and/or Customers, may include but are not limited to: (1) operational communications concerning your user account, sign up progress to become a Currier, use of the Platform, or features available on the Platform, (2) communications relating to deliveries, including delivery fees, (3) news concerning Curri and industry developments that affect your relationship with us, and (4) account verification communications. With your consent, Curri may also send you marketing SMS regarding promotions from us or our third-party partners. Message and data rates may apply.

IF YOU WISH TO OPT OUT OF MARKETING EMAILS, YOU CAN UNSUBSCRIBE FROM OUR MARKETING EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE MARKETING EMAIL ITSELF. Please be advised that if you opt out of marketing emails, Curri may still send you emails about your account or any transactions between us. If you wish to opt out of marketing text messages, you may text "STOP" in response to such a text message from the mobile device receiving the messages. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE MARKETING TEXTS OR CALLS AS A CONDITION OF PERFORMING SERVICES THROUGH THE PLATFORM.

4. Who You Are

4.1. You Assert You Are An Independent Business

4.1.1. You represent that you are an independent provider of delivery services, offering and providing such delivery services to the public generally, and legally authorized to perform the delivery services contemplated by this Agreement in the geographic location(s) in which you operate. You further represent that you lawfully possess all equipment necessary to perform the delivery services contemplated by this Agreement in accordance with all applicable laws. Driver desires to enter into this Agreement for the right to access the Curri Platform and to otherwise receive Delivery Opportunities (as defined in Section 5.1 below) made available to Driver through the Platform. When performing delivery services pursuant to the terms of this Agreement, Driver understands and expressly agrees that Driver is not doing so as an employee of Curri or of any Customer. Driver further understands that: (i) Driver is free to select those times Driver wishes to use the Curri Platform to be available to receive Delivery Opportunities in their sole discretion (provided that, once a Delivery Opportunity has been accepted by Driver, Driver is obligated to perform such Delivery Opportunity in accordance with its terms); (ii) Driver is free to accept, reject, or ignore any particular Delivery Opportunities made available to Driver through the Platform (or otherwise offered by Curri customer service and operations personnel) as Driver sees fit to maximize Driver's opportunity to profit; and (iii) subject to the terms of this Agreement and the Curri Terms of Service, Driver has the sole right to control the manner in which deliveries are performed and the means by which those deliveries are completed.  

4.1.2. Driver expressly acknowledges and agrees that, as a separately established provider of delivery services, Driver retains the right to perform services for others and to hold themselves out to the general public as a separately established provider of delivery services. Nothing in this Agreement shall prevent Driver or Curri from engaging in similar arrangements or business with others. Curri neither has nor reserves the right to restrict Driver at any time from performing delivery services for other entities or customers, including delivery services through a business that directly competes with Curri. Notwithstanding any of the foregoing, however, for the avoidance of doubt, nothing in this Agreement shall limit or reduce Driver’s non-circumvention obligations under Section 13.5 of the Curri Terms of Service.  This Agreement does not limit you in any way from being actively logged onto online platforms other than the Curri Platform, or from performing services for other businesses while actively logged onto the Curri Platform  provided you otherwise comply with the terms of this Agreement.

4.1.3. Driver is not required, as a condition of doing business with Curri or entering into this Agreement, to purchase, lease, or rent any products, equipment, or services from Curri or any of its affiliates.

4.1.4. Nothing in this Agreement requires a Driver to use the Curri Platform to provide any delivery services or to otherwise accept any Delivery Opportunities offered by Curri. Driver may cease using the Curri Platform to accept Delivery Opportunities at any time without providing Curri notice of Driver’s intention to stop using the Curri Platform (subject to any notice requirements related to any specific Delivery Opportunity Driver has accepted or otherwise agreed to perform).

4.1.5 Driver represents and warrants that Driver has all legal capacity and authority to enter into and perform its obligations under this Agreement.

4.2. You Equip, Manage, and Insure Yourself

4.2.1. Equipment and Expenses

(a) Driver represents and warrants that, as applicable, Driver owns or maintains a transferable ownership interest in all equipment, including motor vehicles (collectively "Equipment") necessary to perform Deliveries and a mobile device compatible with the Curri app. Curri will not provide Driver with any Equipment or any other related accessories, signage, uniform, or other materials that may be necessary or beneficial for performing delivery services on the Platform. All such materials are the sole and exclusive responsibility of Driver. Driver agrees that, as part of managing Driver’s own business, Driver will maintain a mobile device compatible with the Curri app and utilize the Curri app while performing Deliveries. When Driver uses a motor vehicle to perform a Delivery, Driver agrees that (i) Driver will identify such motor vehicle on the Curri Platform by inputting all relevant information requested by the Curri Platform with respect to such vehicle, and (ii) Driver will ensure, and is solely responsible for ensuring, that such motor vehicle is in good mechanical condition and repair and conforms to all vehicle laws pertaining to safety, equipment, inspection, and operational capability. Driver’s identification of any motor vehicle on the Curri Platform will be considered an acknowledgement of and receipt for Equipment, to the extent required by applicable law.

(b) Driver is responsible for all costs and expenses arising from Driver's performance of Deliveries, including, but not limited to, traffic tickets, tolls, parking fees, inspections, and any other costs related to Equipment. Except as otherwise required by law, Driver assumes all risk of damage or loss to Driver's Equipment.

(c) Driver will exclusively operate a passenger vehicle or similar means of transportation in performing delivery services on the Curri Platform. As used in this Agreement “passenger vehicle or similar means of transportation” means any sedan, SUV, truck, or van with a gross vehicle weight of 10,000 pounds or less, and it specifically excludes all commercial motor vehicles (i.e. vehicles with a gross vehicle weight of 10,001 pounds or more).      

4.2.2. Insurance

As a condition of using the Curri Platform, at Driver's own expense, Driver shall, during the Term of this Agreement, maintain current insurance of the types and in the amounts required by law in the jurisdiction in which Driver operates to perform Driver's delivery services as contemplated by this Agreement. This includes, but is not limited to, vehicle insurance that satisfies the minimum vehicle insurance coverage amounts and types required by state or local law. Driver acknowledges that failure to secure or maintain satisfactory insurance coverage, including but not limited to vehicle insurance if applicable, shall be deemed a material breach of this Agreement.

4.2.2.1. Workers' Compensation/Occupational Accident Insurance. Driver acknowledges and agrees that Driver is not an employee of Curri and is not and will not be eligible for workers' compensation benefits through Curri but, to the extent required by law or otherwise advisable to Driver, Driver is responsible for procuring Driver's own workers' compensation. Notwithstanding the foregoing however, Curri makes available Occupational Accident  insurance coverage to cover medical expenses and lost income resulting from injuries Driver suffers while online with Curri’s Platform (more information can be found at https://help.curri.com/en/articles/5212802-occupational-accident-insurance). This Agreement imposes no obligation on Curri to continue to maintain any Occupational Accident insurance covering Driver, and in Curri’s discretion a  prorated portion of the premium for the Occupational Accident insurance coverage described hereunder may be deducted from any payment owed to Driver by Curri, provided such deduction is in an amount equal to or less than the amount of premium attributable to the delivery services performed by Driver.

4.2.2.2. Notification of Coverage. Driver agrees to deliver to Curri, upon request, current certificates of insurance, proof or insurance cards, insurance declaration pages, or such other evidence of insurance coverage as Curri may deem acceptable in its sole discretion. Unless waived by Curri, Driver’s insurance policies must be issued by insurance carriers that are A.M. Best “A” rated or of equivalent financial strength in Curri’s reasonable judgment. Driver agrees to make available updated certificates each time Driver purchases, renews, or alters Driver's insurance coverage. Driver agrees to give Curri at least thirty (30) days' prior written notice before cancellation of any insurance policy required by this Agreement. By entering this Agreement, Driver is making Curri an additional insured on Driver's vehicle insurance and Curri reserves the right to require Driver to produce a certificate of insurance evidencing such coverage.

4.2.3. Personal Services

Driver agrees, for safety purposes, that Driver will personally pick up and drop off all items accepted for delivery.

4.2.4 Representations and Agreements. The representations, warranties, and agreements made by Driver as a “Deliverer” in Section 13.2 of the Curri Terms of Service are incorporated herein by this reference and made by Driver to Curri.

4.3 No Employment Relationship

As a delivery services provider performing deliveries on the Curri Platform, Driver acknowledges and agrees that Driver and Curri are in a business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. Driver and Curri expressly agree that (a) this is not an employment agreement and does not create an employment relationship between Driver and Curri; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. Driver shall not receive any wages, including vacation pay or holiday pay, from Curri, nor shall Driver participate in or receive any other benefits, if any, available to employees of Curri or any of its affiliates. Unless mandated by law, Curri shall have no authority to withhold state or federal income taxes, social security taxes, unemployment insurance taxes/contributions, or any other local, state, or federal tax on behalf of Driver. The Parties acknowledge and agree that those provisions of the Agreement reserving ultimate authority in Curri have been inserted solely to achieve compliance with federal, state, or local laws, regulations, and interpretations thereof and/or ensure the safety of all delivery services performed under this Agreement.  

5. What You Will Do

5.1. Deliveries

5.1.1. From time to time the Platform will notify Driver of the opportunity to complete deliveries as requested by Customers through the Platform or otherwise (each a "Delivery Opportunity").The Platform may provide Driver automatic acceptance options or other preferences for certain Delivery Opportunities. With respect to each Delivery Opportunity accepted by Driver ("Delivery"), Driver agrees to complete each accepted Delivery for the applicable Customer in accordance with the terms of this Agreement and any specifications provided by the applicable Customer. Driver understands and agrees that the Customer, not Curri or any of its affiliates, determines the content of the Delivery. Driver understands and agrees that the parameters of each Delivery are established by the Customer, not Curri or any of its affiliates, and such parameters represent the result desired, not the means by which Driver is to accomplish the end result.

5.1.2. Driver agrees that Curri has discretion regarding which, if any, Delivery Opportunities to offer Driver, just as Driver has sole discretion to decide whether and to what extent Driver accepts any Delivery Opportunity.

5.1.3. Notwithstanding any other provision of this Agreement, once Driver accepts a Delivery Opportunity, Driver agrees that Driver shall be contractually bound to complete the Delivery in accordance with this Agreement, the Curri Terms of Service, and any specifications provided to Driver on the Curri Platform or by the applicable Customer.

5.1.4. Driver acknowledges and agrees that if Driver accepts a Delivery Opportunity that includes any special shipments described in Section 12.3 of the Curri Terms of Service, (a) Driver is representing and warranting to Curri that Driver has all necessary qualifications, licensing, and professional skills to safely perform the Delivery in compliance with all applicable federal, state, and local laws, (b) Driver is solely responsible for ensuring that the Delivery complies with all applicable federal, state, and local laws, and (c) Driver’s indemnification obligations under Section 6.2 include any and all losses associated with Driver’s performance of the Delivery.

5.1.5.  Driver understands and agrees that in the event Driver accepts a Delivery Opportunity and fails to fully perform any Delivery for any reason ( “Service Failure”), Curri reserves the right to recover from Driver any costs incurred by Curri related to such Service Failure, and Driver’s indemnification obligations in Section 6.2 of this Agreement include any such costs and other liabilities associated with the Service Failure. Service Failures include, without limitation, Driver’s cancellation of the services they agreed to perform, Driver’s failure to perform the Delivery according to the specifications provided by the customer providing the Delivery Opportunity, and Driver’s failure to perform the Delivery in accordance with their obligations under this Agreement. If Driver disputes responsibility for a Service Failure, Driver agrees that the dispute shall be resolved pursuant to the "Payment Disputes" provision in Section 6.1 below.

5.1.6. Driver agrees to, as promptly as possible, report to Curri any accidents or other incidents that occur in connection with the performance of any Delivery that involve actual or potential damage to property or physical injury to any party. Driver will cooperate with Curri with respect to any such accidents or incidents and provide any and all information Curri requests from Driver in its sole discretion.

5.1.7. If Driver (a) is notified by the Platform, or by the applicable Customer, that a Delivery has been canceled by the Customer after Driver has initiated, but before Driver has completed, performance of such Delivery, or (b) if Driver reasonably determines that the Delivery cannot be completed according to the specifications provided by the applicable Customer, then Driver shall promptly notify Curri operations personnel and shall return the Shipment to its point of origin.  

5.1.8. Cancellation of Services; Notice of Service Failure. Driver may cancel a Delivery or decline to perform delivery services related to a Delivery Opportunity accepted by Driver only in accordance with any applicable Curri cancellation policies and Customer specifications related to the Delivery Opportunity. In any event, Driver will promptly notify Curri operations personnel upon the occurrence of any Service Failure

5.2. Delivery Services

5.2.1. Driver agrees that all items delivered in connection with any Delivery shall arrive to the applicable Customer uncontaminated, free from tampering, and according to the specifications provided and in the condition intended, by the Customer, or otherwise in the same condition as the item was upon the start of Delivery.

5.2.2. Driver agrees to ensure full performance of all Deliveries in a timely, efficient, safe, and lawful manner. Driver’s full performance of any Delivery will include, without limitation, collecting, completing, and reporting to Curri (via the Curri Platform) such bills of lading, shipping documentation, and other proof of delivery as Curri may reasonably require. Driver acknowledges that Curri has a compelling interest in ensuring that all deliveries performed through the Platform are conducted in a safe and legally compliant manner. Accordingly, Driver agrees, as a condition of accepting Delivery Opportunities and performing Deliveries, to abide by any and all Curri safety standards and programs that are generally applicable to all drivers performing services on the Platform and reasonably calculated to ensure public safety in connection with Driver’s delivery services. However, under no circumstances shall Curri be authorized to control the manner or means by which Driver satisfies such safety standards and programs or otherwise performs any Delivery.

5.2.3. Neither Curri nor any of its affiliates shall have the right to, and shall not, supervise, direct or control Driver, or control the manner or prescribe the method Driver uses to perform Deliveries, and the general public, Customers, and all governmental agencies regulating the activities contemplated by this Agreement shall be so informed. Subject to any requirements for a Delivery specified by the applicable Customer, Driver shall be solely responsible for determining the most effective, efficient, satisfactory, and safe manner to perform Deliveries, including determining the manner of pickup, delivery, and route selection.

5.2.4. Driver agrees that to ensure the safety of the Curri Platform, Driver shall submit to and pass a background check, including a Motor Vehicle Record (“MVR”), criminal background check, consumer report, and/or an investigative consumer report, before Driver accepts any Delivery Opportunities or performs any delivery services pursuant to this Agreement. Additionally, Driver acknowledges and agrees that periodically during the Term of this Agreement (as defined in Section 7 below) Driver may be required to submit to and pass additional background check(s) (of any of the types described above) as a condition to maintaining eligibility for Delivery Opportunities on the Platform. Curri agrees that any such check(s) may be conducted only with Driver's consent (which is expressly provided herein) and in accordance with applicable law. Driver agrees to take any actions as may be reasonably necessary to facilitate any background checks undertaken pursuant to this Section 5.2.4 as a condition to Driver performing any delivery services pursuant to this Agreement.

5.2.5. Driver agrees that Driver shall not be logged in and performing delivery services on the Curri Platform for more than a cumulative total of 12 hours in any 24-hour period unless Driver has already logged off for an uninterrupted period of at least 6 hours. If Driver has been logged on and driving for more than a cumulative total of 12 hours in any 24-hour period, without logging off for an uninterrupted period of 6 hours, Driver is prohibited from logging back into the Curri Platform for an uninterrupted period of at least 6 hours.

5.2.6. As a condition to using the Curri Platform, you agree to review, acknowledge receipt and review of, and comply with Curri’s Sexual Harassment Policy, available here: https://help.curri.com/en/articles/5212825-sexual-harassment-policy.

5.2.7. Confidentiality

5.2.7.1. Driver acknowledges and agrees that, in the performance of Services under this Agreement, Driver may have direct or indirect access or exposure to confidential information of Curri, its Customers, or any of its or their affiliates ("Confidential Information"). Confidential Information includes Curri and Customer data, provider IDs, user information, Customer information, package information, transaction volume, marketing and business plans, business, financial, technical, operational, and such other nonpublic information (whether disclosed in writing or verbally) that is designated as being proprietary or confidential or that Driver should reasonably know to treat as confidential.

5.2.7.2. Driver acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of Curri; (b) Driver shall not use Confidential Information for any purpose except to complete a Delivery; (c) Driver shall not disclose Confidential Information to any third party except to the extent necessary to perform delivery services under this Agreement; and (d) Driver shall not keep Confidential Information and shall return or destroy (with confirmation of destruction) all Confidential Information upon the termination of this Agreement or at the request of Curri.

5.2.7.3. 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 action or omission of Driver; (b) was possessed by Driver prior to the date of this Agreement without an obligation of confidentiality; or (c) is disclosed to Driver by a third party having no obligation of confidentiality with respect thereto.

6. If There Are Problems

6.1. Payment Disputes

6.1.1. Driver's Failure: In the event there is a Service Failure, Driver agrees that Driver may forfeit all or a portion of Driver’s payment for the Delivery on which the Service Failure occurred (depending on the extent to which the Service Failure results from Driver’s act or omission). Any reduction of payment shall be based upon proof provided by the Customer, Driver, and/or any other party with information relevant to the Service Failure. Curri shall make the initial determination as to of the amount of fault Driver bears and determine the amount of payment Driver is owed on that basis. Driver shall have the right to challenge Curri’s determination as described in the provisions set forth in Sections 6.3 and 7, below.

6.1.2. Curri's Failure: In the event Curri fails to remit payment in a timely or accurate manner, then subject to the limitations of this Agreement, Driver shall have the right to seek proper payment by any legal means contemplated by this Agreement, provided, however, Driver first informs Curri in writing of the failure and provides Curri a reasonable opportunity to cure.

6.1.3. Curri’s Set-off Right. Notwithstanding any other provision in this Agreement, and subject to any limitations provided by applicable law, Curri shall have the right to deduct, from any payments owed to Driver, any outstanding and unpaid obligations or liabilities owed to Curri by Driver under the terms of this Agreement.

6.2. Indemnity

6.2.1. Driver agrees to defend, indemnify, protect, and hold harmless Curri, its Customers for whom Driver performs Services, and all parent, subsidiary, and affiliated companies of any of them, as well as any of their respective past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees (collectively "Indemnitees"), from any and all claims, demands, damages, lawsuits, losses, liabilities, and causes of action of any nature whatsoever, arising directly or indirectly from, as a result of, or in connection with: (a) the actions or omissions of Driver arising from Driver’s acceptance of any Delivery Opportunity and performance of Deliveries (or failure to perform Deliveries) under this Agreement, including but not limited to, personal injury to or death of any person (including Driver), as well as any liability arising from any Service Failure, (b) Driver’s failure to comply with the terms of this Agreement in any respect, (c) any and all tax liabilities and responsibilities for payment of all federal, state, or local taxes, including, but not limited to all payroll taxes, self-employment taxes, workers' compensation premiums, and any contributions imposed or required under federal, state, and/or local laws, that are owed by Driver with respect to Driver’s use of the Curri Platform or performance of delivery services pursuant to or in connection with this Agreement, (d) all costs of Driver’s business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local, state, and/or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities, and (e) any claim by Driver that such Driver is an employee of any Indemnitee or entitled to any benefits from or in connection with the performance of delivery services pursuant to this Agreement. Driver's obligations hereunder shall include the cost of defense, including attorneys' fees, as well as the payment of any final judgment rendered against or settlement agreed upon by Curri or its parent, subsidiary, and/or affiliated companies.

7. Term and Termination (How Long This Agreement Lasts and How It Can End)

7.1. This Agreement is effective immediately upon the earlier of: (a) your creation of a user account on the Curri Platform, (b) your acceptance of, or other agreement to perform, any Delivery Opportunity, or (c) any other manifestation of your acceptance of this Agreement, and shall remain in full force and effect for a period of 1 year from the Agreement’s effective date (the “Term”), provided that the Term and this Agreement shall automatically renew for a successive 1-year term following such date, and shall automatically renew for consecutive 1-year terms thereafter, unless terminated by either Party. This Agreement may be terminated without penalty:

i. By you, upon your deactivation and deletion of your account on the Curri Platform.

ii. By either party, If one party has materially breached the Agreement, immediately upon termination of Driver’s account or other written notice to the breaching party (with electronic communication satisfying this requirement). In the case of a material breach by Driver, and upon written notice, Curri may deactivate or suspend Driver's account on the Curri Platform.

7.2. Material Breach

A material breach of this Agreement shall include, without limitation, the following:

i. Failure by Driver to maintain current insurance coverage in the amounts and types specified herein or as otherwise required by law to perform services under this Agreement.

ii. Failure by Curri to remit to Driver all delivery fees for completed Deliveries in accordance with the terms of this Agreement, provided that Curri shall have 5 days after receiving written notice of such failure from Driver to pay Driver and cure its breach under this Section 7.2(ii).  

iii. Failure by Driver to maintain a minimum Driver Star Rating of 3.5 out of 5 stars, based on a weighted average of Senders (as defined in the Curri Terms of Service) consistent with Curri's internal rating mechanism, which Driver acknowledges Curri may alter, modify, or update in its sole discretion.

iv. Occurrence of any Service Failure in the performance of Driver’s services.

v. Driver’s violation of the Curri Community Standards (which can be found at https://help.curri.com/en/articles/6076554-driver-community-guidelines.

vi. Driver’s breach of any of their obligations under the Curri Terms of Service.

vii. Failure by Driver to maintain all licenses, permits, authorities, registrations, and/or other prerequisites to operate as required by law and/or this Agreement.

viii. Any act or omission by a party that causes the other party to violate its obligations under any applicable federal, state, or local law.

ix. Substantiated complaint by a Customer or employee of Curri that Driver has engaged in conduct that a reasonable person would find physically threatening, highly offensive, or harassing.

x. Illegal or intentionally destructive acts by a party, including but not limited to, fraud or theft.

xi. Failure by Driver to reasonably cooperate with Curri in the investigation of or response to any claim (insurance, civil, or otherwise) arising out of or related to Driver's alleged or actual acts or omissions while performing delivery services under this Agreement or using the Curri Platform.

x. Failure by Driver to provide delivery services in a manner consistent with its obligations under this Agreement and the Curri Terms of Service and with Curri's effective operation of the Curri Platform.

7.3. Termination of this Agreement shall not relieve you of your obligation to complete, in full compliance with this Agreement, any Deliveries with respect to which you accepted a Delivery Opportunity prior to termination, nor shall it relieve Curri of its obligation to provide payment in accordance with the terms of this Agreement for any delivery services performed by you while this Agreement was in effect.

7.4. If this Agreement is terminated by Curri, and Driver disagrees with the basis for Curri’s termination, Driver shall have the right to appeal Curri’s decision by contacting Curri’s internal driver appeals adjudication department by emailing appeals@curri.com. Such appeal shall be conducted and resolved in accordance with Curri’s internal Driver appeal policies and procedures. If the appeal is successful, this Agreement will continue in full force and effect and, if applicable, Driver’s account on the Curri Platform will be reinstated.

7.5.  Sections 1.1, 1.2, 3.2, 4, 5.2.7, 6, 7 and 8 shall survive any termination of this Agreement, along with all representations and warranties and any other terms which reasonably should be expected to survive in order to properly effectuate their meaning. In addition, after this Agreement is terminated, Curri may in its sole discretion retain all Driver information on the Curri Platform to the extent reasonably necessary or useful to Curri for the purposes of complying with legal, Customer, insurance provider, or other commercial partner record-keeping requirements.

8. Other Affirmations Of This Agreement

8.1. Entire Agreement

This Agreement, including those agreements expressly incorporated here by reference, shall constitute the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and shall not be modified, altered, changed, or amended in any respect, unless in writing and executed by both Parties. This Agreement supersedes any prior contract between the Parties.

8.2. Transferability; Third Party Beneficiaries

This Agreement may not be assigned by either Party without written consent of the other, and shall be binding upon the Parties hereto, including their heirs and successors, provided, however, that Curri may assign its rights and obligations under this Agreement to an affiliate of Curri or any successor(s) to its business and/or purchaser of all or substantially all its stock or assets. References to Curri in this Agreement shall be deemed to include such successor(s). The indemnitees described in Section 6.2 are intended third-party beneficiaries of Section 6.2 of this Agreement, with the right to enforce any of their respective rights under this Agreement. No other third-party is intended to be a beneficiary of this Agreement, and no other third-party shall have the right to enforce any rights or obligations hereunder.  

8.3. Waiver

The failure of Curri or Driver in any instance to insist upon a strict performance of the terms of this Agreement or to exercise any option herein, shall not be construed as a waiver or relinquishment of such term or option, and such term or option shall continue in full force and effect.

8.4. Captions

Captions and headings appearing in this Agreement are for convenience only and do not in any way limit, amplify, modify, or otherwise affect the terms and provisions of this Agreement.

8.5. Savings

If any part of this Agreement is declared unlawful or unenforceable, the remainder of this Agreement shall remain in full force and effect and the terms of this Agreement shall be construed so as to effectuate, as closely as possible, their originally intended meaning.

8.6. Force Majeure

The performance of the obligations of this Agreement on the part of either Curri or Driver shall be excused by reason of closing of public highways, changes in operations, strikes or work stoppages, weather conditions that make operations unsafe or impractical, Acts of God, or the temporary or permanent cessation of business by Curri or Driver.

8.7. Dispute Resolution; Governing Law

Driver will be separately presented with an Arbitration Agreement.  In the event that the Parties agree to the Arbitration Agreement, that document shall exclusively govern any covered dispute between the parties. In the event that the Parties do not agree to the Arbitration Agreement, any disagreement or dispute arising from or in connection with this Agreement or with respect to any aspect of the relationship between the Parties will be governed by the laws of California except to the extent superseded by applicable federal law. Except for claims or disputes covered by the Arbitration Agreement, all such disagreements or disputes shall be submitted to the state courts of Ventura county in the state of California or the federal district court encompassing the same. The PARTIES hereby agree to the exclusive jurisdiction of such courts identified herein, and waive any defenses or objections to venue in or personal jurisdiction of such courts.

8.8. Enforceability

By entering into this Agreement, Driver expressly acknowledges and agrees that Driver (a) has read and fully understands the provisions of this Agreement; (b) has had sufficient time and opportunity to consult with legal and tax advisors before executing this Agreement; (c) is legally competent to enter into this Agreement; and (d) agrees to be bound by this Agreement.‍

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In addition to any other means by which Driver may reasonably manifest their acceptance (including as provided in Section 1.3 above), by checking the applicable checkbox indicating acceptance when creating a User account for the Platform (or when acknowledging and accepting Curri’s updated terms, as applicable), Driver is entering into and accepting this Agreement.