INDEPENDENT CONTRACTOR AGREEMENT

This Agreement (“Agreement”) is made and entered into by and between you, the undersigned contractor (“CONTRACTOR”), an independent contractor engaged in the business of performing the delivery services contemplated by this Agreement, and Jeritek, LLC (DingDongTogo). CONTRACTOR may enter this Agreement either as an individual or as a corporate entity. This Agreement will become effective on the date it is accepted regardless of whether you are eligible to, or ever do, perform any Contracted Services.

IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION IN SECTION XI, AS IT REQUIRES THE PARTIES (UNLESS YOU OPT OUT OF ARBITRATION AS PROVIDED BELOW) TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING ARBITRATION. BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS, INCLUDING SECTION XI, AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING THIS AGREEMENT.

THE PARTIES
Jeritek LLC (DingDongTogo) is a company that provides an online marketplace connection using web-based technology that connects contractors, restaurants and/or other businesses, and consumers (“DingDongTogo’s platform” or “platform”). DingDongTogo’s software permits registered users to place orders for food and/or other goods from various restaurants and businesses. Once such orders are made, DingDongTogo software notifies contractors that a delivery opportunity is available and the DingDongTogo software facilitates completion of the delivery. DingDongTogo is not a restaurant, food delivery service, or food preparation business.

CONTRACTOR is an independent provider of delivery services, authorized to conduct the delivery services contemplated by this Agreement in the geographic location(s) in which CONTRACTOR operates. CONTRACTOR possesses all equipment and personnel necessary to perform the delivery services contemplated by this Agreement in accordance with applicable laws. CONTRACTOR desires to enter into this Agreement for the right to receive delivery opportunities made available through DingDongTogo’s platform. CONTRACTOR understands and expressly agrees that he/she is not an employee of Jeritek LLC (DingDongTogo) or any restaurant, other business or consumer and that he/she is providing delivery services on behalf of him/herself and his/her business, not on behalf of DingDongTogo. CONTRACTOR understands (i) he/she is free to select those times he/she wishes to be available on the platform to receive delivery opportunities; (ii) he/she is free to accept or reject the opportunities transmitted through the DingDongTogo platform by consumers, and can make such decisions to maximize his/her opportunity to profit; and (iii) he/she has the sole right to control the manner in which deliveries are performed and the means by which those deliveries are completed.

In consideration of the above, as well as the mutual promises described herein, Jeritek LLC (DingDongTogo) and CONTRACTOR (collectively “the parties”) agree as follows:

PURPOSE OF THE AGREEMENT
This Agreement governs the relationship between DingDongTogo and CONTRACTOR, and establishes the parties’ respective rights and obligations. In exchange for the promises contained in this Agreement, CONTRACTOR shall have the right and obligation to perform the “Contracted Services” as defined herein. However, nothing in this Agreement requires CONTRACTOR to perform any particular volume of Contracted Services during the term of this Agreement, and nothing in this Agreement shall guarantee CONTRACTOR any particular volume of business for any particular time period.
CONTRACTOR shall have no obligation to accept or perform any particular “Delivery Opportunity” (as that term is defined herein) offered by DingDongTogo. However, once a Delivery Opportunity is accepted, CONTRACTOR shall be contractually bound to complete the Contracted Services in accordance with all consumer specifications and the terms laid out in this Agreement.

CONTRACTOR’S OPERATIONS

CONTRACTOR represents that he/she operates an independently established enterprise that provides delivery services, and that he/she satisfies all legal requirements necessary to perform the services contemplated by this Agreement. As an independent contractor/enterprise, CONTRACTOR shall be solely responsible for determining how to operate his/her business and how to perform the Contracted Services.
CONTRACTOR agrees to fully perform the Contracted Services in a timely, efficient, safe, and lawful manner. Jeritek LLC (DingDongTogo) shall have no right to, and shall not, control the manner, method or means CONTRACTOR uses to perform the Contracted Services. Instead, CONTRACTOR shall be solely responsible for determining the most effective, efficient, and safe manner to perform the Contracted Services, including determining the manner of pickup, delivery, and route selection.
As an independent business enterprise, CONTRACTOR retains the right to perform services (whether delivery services or other services) for others and to hold him/herself out to the general public as a separately established business. The parties recognize that they are or may be engaged in similar arrangements with others and nothing in this Agreement shall prevent CONTRACTOR or  Jeritek LLC (DingDongTogo)   from doing business with others.  Jeritek LLC (DingDongTogo)   does not have the right to restrict CONTRACTOR from performing services for other businesses, customers or consumers at any time, even if such business directly competes with DingDongTogo, and even during the time CONTRACTOR is logged into the DingDongTogo platform. CONTRACTOR’s right to compete with DingDongTogo, or perform services for business that compete with DingDongTogo, will survive even after termination of this Agreement.
CONTRACTOR agrees to immediately notify  Jeritek LLC (DingDongTogo)  in writing at partners@dingdongtogo.com if CONTRACTOR’s right to control the manner or method he/she uses to perform services differs from the terms contemplated in this Section.

CONTRACTED SERVICES
From time to time, the DingDongTogo platform will notify CONTRACTOR of the opportunity to complete deliveries from restaurants or other businesses to consumers in accordance with orders placed by consumers through the DingDongTogo platform (each of these is referred to as a “Delivery Opportunity”). For each Delivery Opportunity accepted by CONTRACTOR (“Contracted Service”), CONTRACTOR agrees to retrieve the orders from restaurants or other businesses, ensure the order was accurately filled, and deliver the order to consumers in a safe and timely fashion. CONTRACTOR understands and agrees that the parameters of each Contracted Service are established by the consumer, not DingDongTogo, and represent the end result desired, not the means by which CONTRACTOR is to accomplish the result. CONTRACTOR has the right to cancel, from time to time, a Contracted Service when, in the exercise of CONTRACTOR’s reasonable discretion and business judgment, it is appropriate to do so. Notwithstanding the foregoing, CONTRACTOR agrees to maintain a completion rate found here as of the date this Agreement becomes effective. Failure to satisfy this obligation constitutes a material breach of this Agreement, and Jeritek LLC (DingDongTogo)   shall have the right to terminate this Agreement and/or deactivate CONTRACTOR’S account.

CONTRACTOR acknowledges that DingDongTogo has discretion as to which, if any, Delivery Opportunity to offer, just as CONTRACTOR has the discretion whether and to what extent to accept any Delivery Opportunity.
CONTRACTOR acknowledges that CONTRACTOR is engaged in CONTRACTOR’s own business, separate and apart from  Jeritek LLC (DingDongTogo)  business, which is to provide an online marketplace connection using web-based technology that connects contractors, restaurants and/or other businesses, and consumers.
CONTRACTOR authorizes  Jeritek LLC (DingDongTogo), during the course of a Contracted Service, to communicate with CONTRACTOR, consumer, and/or restaurant or other business to assist CONTRACTOR, to the extent permitted by CONTRACTOR, in facilitating deliveries. However, under no circumstances shall  Jeritek LLC (DingDongTogo)   be authorized to control the manner or means by which CONTRACTOR performs delivery services. This includes, but is not limited to, the following:
CONTRACTOR does not have a supervisor or any individual at DingDongTogo to whom they report.
CONTRACTOR is not required to use any signage or other designation of DingDongTogo on his or her vehicle or person at any point in their use of the platform to perform the Contracted Services.
CONTRACTOR does not receive regular performance evaluations by DingDongTogo
In the event CONTRACTOR fails to fully perform any Contracted Service (a “Service Failure”) due to CONTRACTOR’s action or omission, CONTRACTOR shall forfeit all or part of the agreed upon fee for that service. If CONTRACTOR disputes responsibility for a Service Failure, the dispute shall be resolved pursuant to the “Payment Disputes” provision below.
CONTRACTOR agrees to immediately notify  Jeritek LLC (DingDongTogo)   in writing by submitting a Support inquiry through partners@dingdongtogo.com if CONTRACTOR’s services or scope of work differ in any way from what is contemplated in this Section.

RELATIONSHIP OF PARTIES
The parties acknowledge and agree that this Agreement is between two co-equal, independent business enterprises that are separately owned and operated. The parties intend this Agreement to create the relationship of principal and independent contractor and not that of employer and employee. The parties are not employees, agents, joint ventures, 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.
Jeritek LLC (DingDongTogo)   shall not have the right to, and shall not, control the manner or the method of accomplishing Contracted Services to be performed by CONTRACTOR. The parties acknowledge and agree that those provisions of the Agreement reserving ultimate authority in DingDongTogo have been inserted solely for the safety of consumers and other CONTRACTORS using the DingDongTogo platform or to achieve compliance with federal, state, or local laws, regulations, and interpretations thereof.
EQUIPMENT AND EXPENSES
CONTRACTOR represents that he/she has or can lawfully acquire all equipment, including vehicles and food hot bags (“Equipment”) necessary for performing contracted services, and CONTRACTOR is solely responsible for ensuring that the vehicle used conforms to all vehicle laws pertaining to safety, equipment, inspection, and operational capability.
CONTRACTOR agrees that he/she is responsible for all costs and expenses arising from CONTRACTOR’s performance of Contracted Services, including, but not limited to, costs related to CONTRACTOR’s Personnel (defined below) and Equipment. Except as otherwise required by law, CONTRACTOR assumes all risk of damage or loss to its Equipment.

PERSONNEL
In order to perform any Contracted Services, CONTRACTOR must, for the safety of consumers on the DingDongTogo platform, pass a background check administered by a third-party vendor, subject to CONTRACTOR’s lawful consent. CONTRACTOR is not required to perform any Contracted Services personally, but may, to the extent permitted by law and subject to the terms of this Agreement, hire or engage others (as employees or subcontractors of CONTRACTOR) to perform all or some of the Contracted Services, provided any such employees or subcontractors meet all the requirements applicable to CONTRACTOR including, but not limited to, the background check requirements that CONTRACTOR must meet in order to perform Contracted Services. To the extent CONTRACTOR furnishes his/her own employees or subcontractors (collectively “Personnel”), CONTRACTOR shall be solely responsible for the direction and control of the Personnel it uses to perform all Contracted Services.
CONTRACTOR assumes full and sole responsibility for the payment of all amounts due to his/her Personnel for work performed in relation to this Agreement, including all wages, benefits and expenses, if any, and for all required state and federal income tax withholdings, unemployment insurance contributions, and social security taxes as to CONTRACTOR and all Personnel employed by CONTRACTOR in the performance of Contracted Services under this Agreement. DingDongTogo shall have no responsibility for any wages, benefits, expenses, or other payments due CONTRACTOR’s Personnel, nor for income tax withholding, social security, unemployment insurance contributions, or other payroll taxes relating to CONTRACTOR or his/her Personnel. Neither CONTRACTOR nor his/her Personnel shall receive any wages, including vacation pay or holiday pay, from Jeritek LLC (DingDongTogo)  , nor shall they participate in or receive any other benefits, if any, available to  Jeritek LLC (DingDongTogo)   employees.
Unless mandated by law,  Jeritek LLC (DingDongTogo)   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 CONTRACTOR or his/her Personnel.

If CONTRACTOR uses the services of any Personnel to perform the Contracted Services, CONTRACTOR’s Personnel must satisfy and comply with all of the terms of this Agreement, which CONTRACTOR must make enforceable by written agreement between CONTRACTOR and such Personnel. A copy of such written agreement must be provided to Jeritek LLC (DingDongTogo)   at least 7 days in advance of such Personnel performing the Contracted Services. The parties acknowledge that the sole purpose of this requirement is to ensure CONTRACTOR’s compliance with the terms of this Agreement.

INSURANCE CONTRACTOR agrees, as a condition of doing business with DingDongTogo , that during the term of this Agreement, CONTRACTOR will maintain current insurance, in amounts and of types required by law to provide the Contracted Services, at his/her own expense. CONTRACTOR acknowledges that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of this Agreement and shall result in the termination of the Agreement and the loss of CONTRACTOR’s right to receive Delivery Opportunities.
NOTIFICATION OF COVERAGE: CONTRACTOR agrees to deliver to  Jeritek LLC (DingDongTogo)  , upon request, current certificates of insurance as proof of coverage. CONTRACTOR agrees to provide updated certificates each time CONTRACTOR purchases, renews, or alters CONTRACTOR’s insurance coverage. CONTRACTOR agrees to give Jeritek LLC (DingDongTogo)   at least thirty (30) days’ prior written notice before cancellation of any insurance policy required by this Agreement.
WORKERS’ COMPENSATION/OCCUPATIONAL ACCIDENT INSURANCE: CONTRACTOR agrees that CONTRACTOR will not be eligible for workers’ compensation benefits through  Jeritek LLC (DingDongTogo)  , and instead, will be responsible for providing CONTRACTOR’s own workers’ compensation insurance or occupational accident insurance, if permitted by law.

TERMINATION OF AGREEMENT
CONTRACTOR may terminate this Agreement upon seven (7) days written notice.  Jeritek LLC (DingDongTogo)  may terminate this Agreement and deactivate CONTRACTOR’S Drivers account only for the reasons set forth in the  Jeritek LLC (DingDongTogo)   Deactivation Policy, or for a material breach of this Agreement. Notwithstanding any other provision in this Agreement,  Jeritek LLC (DingDongTogo)   reserves the right to modify the Deactivation Policy if, in  Jeritek LLC (DingDongTogo)  good faith and reasonable discretion, it is necessary to do so for the safe and/or effective operation of the DingDongTogo platform.  Jeritek LLC (DingDongTogo)   shall provide notice of any such changes to CONTRACTOR via e-mail. Changes to the Deactivation Policy shall be effective and binding on the parties upon CONTRACTOR’s continued use of the DingDongTogo platform following  Jeritek LLC (DingDongTogo)   e-mail notice of such modifications. Nothing will prevent CONTRACTOR from attempting to negotiate an exemption from any modification to the Deactivation Policy.
CONTRACTOR’s and  Jeritek LLC (DingDongTogo)   obligations and rights arising under the Mutual Arbitration Provision of this Agreement shall survive termination of this Agreement. Notwithstanding any other provision in this Agreement, the Deactivation Policy is subject to change; such changes shall be effective and binding on the parties upon  Jeritek LLC (DingDongTogo)   provision of notice to CONTRACTOR via e-mail.

ENTIRE AGREEMENT, TRANSFERABILITY, AND WAIVER
This Agreement 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 signed by both parties. Before accepting any modifications, alterations, changes or amendments, CONTRACTOR shall have the right to discuss any proposed changes with  Jeritek LLC (DingDongTogo)   and consider whether to continue his/her contractual relationship with  Jeritek LLC (DingDongTogo)  . This Agreement supersedes any prior contract between the parties. To the extent  Jeritek LLC (DingDongTogo)   consumer facing Terms and Conditions Agreement (or updated consumer facing Terms and Conditions Agreement, if applicable) is inconsistent or conflicts with this Agreement, this Agreement controls. However, the decision to opt-out of the Mutual Arbitration Provision in this Agreement does not affect the enforceability of any arbitration agreement in the consumer facing Terms and Conditions Agreement to which Contractor may be bound (and vice versa). 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 Jeritek LLC (DingDongTogo) may assign its rights and obligations under this Agreement to an affiliate of  Jeritek LLC (DingDongTogo)   or any successor(s) to its business and/or purchaser of substantially all of its stock or assets. References in this Agreement to  Jeritek LLC (DingDongTogo)  shall be deemed to include such successor(s).
The failure of  Jeritek LLC (DingDongTogo)   or CONTRACTOR 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.

MISCELLANEOUS CAPTIONS: Captions 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.
SEVERABILITY Clause: Except as specifically provided in Section XI, if any part of this Agreement is declared unlawful or unenforceable, the remainder of this Agreement shall remain in full force and effect.
GOVERNING LAW: Except for the Mutual Arbitration Provision above, which is governed by the Federal Arbitration Act, the choice of law for interpretation of this Agreement, and the right of the parties hereunder, as well as substantive interpretation of claims asserted pursuant to Section XI, shall be the rules of law of the state in which CONTRACTOR performs the majority of the services covered by this Agreement.
NOTICE AND OPPORTUNITY TO CURE: CONTRACTOR agrees to notify  Jeritek LLC (DingDongTogo)   in writing at   partners@dingdongtogo.com   of any breach or perceived breach of this Agreement, of any claim arising out of or related to this Agreement, or of any claim that CONTRACTOR’s services or scope of work differ in any way from what is contemplated in this Agreement, including but not limited to the terms in Contractor’s Operations and Contractor’s Services sections, or if the relationship of the parties differs from the terms contemplated in Relationship of Parties section.
PRIVACY POLICY: CONTRACTOR represents and warrants that he or she has reviewed and understands Jeritek LLC (DingDongTogo)   Driver’s Privacy Statement, which can be found here. By using the Drivers Services, you consent to all actions taken by  Jeritek LLC (DingDongTogo)   with respect to your information in accordance with the Drivers Privacy Statement.