Non-CMV Deliverer Agreement

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, the Curri Privacy Policy, and the Curri policies referenced herein or incorporated by reference herein (including the Deactivation Policy described in Section 7.6), 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 Service, and any other agreements between you and Curri, Driver will receive payment for each completed delivery in accordance with the amount listed in the Platform for the delivery when the opportunity was accepted by Driver, plus any Payout Increase for which Driver becomes eligible under Section 3.1.5 and any tips. 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 initiate payment for each completed Delivery to Driver on Curri’s standard payout schedule, as displayed in the Platform and as Curri may update from time to time upon notice to Driver, and in any event no later than fourteen (14) days after Driver successfully completes the Delivery (or sooner if Driver elects an expedited payout method under Section 3.1.6). Curri may briefly hold a payout to review it for accuracy or to prevent fraud or error, and the foregoing time period will be extended only to the extent payment is delayed by Driver’s failure to maintain valid payout account information, a good-faith dispute regarding the Delivery, or Curri’s reasonable suspicion of fraud or error (in which case Curri will notify Driver of the delay). 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. Curri will not charge any fee for payments made using Curri’s standard payout method. Curri fees apply only to expedited payout methods that Driver elects, as described in Section 3.1.6.

3.1.3. Curri will use Stripe, Inc. and its affiliates ("Stripe") to process payments to Driver for the services provided pursuant to this Agreement, and Driver must create and maintain a Stripe account in good standing as a condition precedent to Driver’s right to receive payments. As Driver, you represent and warrant that you have reviewed, understand, and agree to the Stripe Connected Account Agreement (currently available at https://stripe.com/legal/connect-account) and Stripe Services Agreement (currently available at https://stripe.com/legal/ssa), as each may be amended by Stripe from time to time. Driver authorizes Curri to share information about Driver and Driver’s transactions with Stripe as necessary for Stripe to provide its services. Payment by Curri to Driver’s Stripe account constitutes payment to Driver under this Agreement, and Curri is not responsible for the acts or omissions of Stripe or of Driver’s financial institution, including any delay in the transfer of funds by Stripe or such financial institution.

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.

3.1.5. Certain Deliveries may require Driver to spend time, perform services, or incur expenses beyond what was reflected in the Platform or otherwise reasonably expected when Driver accepted the Delivery Opportunity, such as (a) waiting at a pickup or drop-off location substantially beyond the approximate time stated in the Platform; (b) providing loading or unloading assistance; (c) driving additional mileage due to an incorrect address; (d) paying tolls not already reflected in the Platform; and (e) any other items listed in the Payout Policies (each, an "Additional Pay Event"). Where an eligible Additional Pay Event occurs, Driver may receive additional compensation (a "Payout Increase") in an amount determined by Curri, subject to the eligibility criteria and documentation requirements (for example, arrival and departure information or photos captured through the Platform) set forth in the driver payout policies published in the "Getting Paid" section of Driver Resources in the Curri Help Center, as Curri may update them from time to time (the "Payout Policies"), as in effect when the Delivery Opportunity is accepted. Unless otherwise stated in the Platform, wait time is measured beginning at the later of Driver’s arrival or the scheduled pickup or drop-off time, and does not include any delay caused by Driver. Driver may request any Payout Increase that Driver believes is owed by contacting Curri through the Platform in the manner and within the time periods set forth in the Payout Policies, which may require Driver to submit a request before marking the Delivery complete.

3.1.6. Curri’s standard payout method is provided at no charge to Driver. The Platform may also offer Driver one or more optional expedited payout methods (for example, "Instant Pay") that allow Driver to receive earned funds sooner than Curri’s standard payout schedule. Use of any expedited payout method is voluntary, and the availability of any expedited payout method for a particular debit card or bank account may depend on eligibility criteria established by Stripe or Driver’s financial institution. If Driver elects an expedited payout method, Driver authorizes Curri to deduct from the amount being paid out the fees applicable to such expedited payout, which may include transaction fees charged by Stripe (or any successor payment processor) and a fee charged by Curri for providing the payout on an expedited basis (together, "Expedited Payout Fees"). The amount of the Expedited Payout Fees, and the total amount Driver will receive, will be disclosed to Driver in the Platform before Driver elects an expedited payout. Curri may change these fees prospectively upon notice to Driver through the Platform, and any change will apply only to expedited payouts Driver elects after such notice. No fee under this Section 3.1.6 will be charged on any payment that applicable law requires be made without such fees, including any payment owed to Driver under Section 3.1.4.

3.1.7. Curri will pay Driver the full amount earned for each completed Delivery, including any Payout Increase under Section 3.1.5 and one hundred percent (100%) of any tips, without deduction, except for the following, which are the only deductions Curri may make from payments owed to Driver: (a) Expedited Payout Fees for any expedited payout Driver elects under Section 3.1.6; (b) Occupational Accident insurance premium charges as described in Section 4.2.2.1, and Auto Liability insurance premium charges to the extent any such coverage is required under applicable law and as further described in Section 4.2.2.2, unless Driver has opted out of either such coverage as provided in Section 4.2.2; (c) amounts Curri is entitled to set off under Section 6.1.3 in connection with Driver’s indemnification obligations under Section 6.2; (d) amounts Curri is required to withhold or remit by applicable law or by court or governmental order (such as a garnishment or levy); (e) recovery of any amount paid to Driver in error to which Driver was not entitled, such as a duplicate payment or a payment resulting from a system error, provided that Curri first gives Driver written notice describing the error; and (f) any other deduction that Driver expressly authorizes in writing at the time of the deduction. Each deduction will be itemized in Driver’s earnings details in the Platform. Except as expressly provided in this Section 3.1.7, once Curri has transmitted payment to Driver for a completed Delivery, Curri will not claw back, reverse, charge back, or otherwise recover such payment from Driver, including on account of any Customer’s failure to pay Curri, any Customer dispute or chargeback, or any Service Failure. No deduction will reduce Driver’s earnings below any minimum earnings required by applicable law, including the net earnings floor described in Section 3.1.4.

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, for transactional and informational purposes. 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 Driver, 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 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 13.3 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) Except as provided in Section 3.1.5, 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. Unless Driver opts out as described below, Driver agrees to be, and will be, covered under such Occupational Accident insurance while performing Deliveries, and Driver agrees that Curri may deduct from payments owed to Driver a premium charge for such coverage in the amount disclosed to Driver in the Platform (which may be assessed per completed Delivery or route and will not be assessed for canceled Deliveries), provided such deduction is in an amount equal to or less than the amount of premium charged to Curri by the insurance carrier providing the Occupational Accident coverage with respect to the applicable delivery services performed by Driver. Curri may change the amount of the premium charge prospectively upon notice to Driver through the Platform, provided that Curri will not mark up, or otherwise charge in excess of, the insurance premiums charged by the Occupational Accident insurance carrier. Driver may opt out of such coverage, and of the related premium deduction, by providing Curri with proof, in a form reasonably acceptable to Curri, that Driver maintains Driver’s own occupational accident, workers’ compensation, or other comparable insurance covering injuries Driver may suffer while performing Deliveries with benefits not less than those of the coverage made available by Curri. An opt-out will take effect for Deliveries completed after Curri confirms receipt of acceptable proof of coverage, and no refund will be due for premium charges deducted before that time. While Driver’s opt-out remains in effect, Driver agrees to maintain such coverage, to provide updated proof of coverage upon request and upon each renewal, and to promptly notify Curri if such coverage lapses or is canceled, in which case Driver will be re-enrolled in the coverage made available by Curri and the premium deduction will resume. Notwithstanding any of the foregoing, no premium deduction will be made from Driver’s payments to the extent prohibited by applicable law.

4.2.2.2. Auto Liability Coverage. In certain jurisdictions, Curri may be required to maintain specific automobile liability or similar insurance coverages that provide primary auto insurance coverage with respect to Driver’s delivery services. To the extent Curri maintains any such insurance coverages, Driver agrees that Curri may deduct the premium with respect to such insurance coverages from Driver’s payments, provided that (1) such deductions must be displayed to Driver in the Platform at the time Driver accepts the applicable Delivery Opportunity, (2) any insurance coverages deducted must provide primary auto coverage to Driver during the performance of the Deliveries from which the deduction was made, and (3) the deduction must be equal to or less than the amount of insurance premium charged by the auto liability insurance carrier to Curri with respect to the applicable delivery services performed by Driver. Driver may opt out of such coverage, and of the related premium deduction, by providing Curri with proof, in a form reasonably acceptable to Curri, that Driver maintains Driver’s own commercial auto liability or other comparable insurance covering liabilities which may arise from Driver’s operation of a motor vehicle while providing delivery services (note that a typical personal auto insurance policy will not provide coverage of this type). An opt-out will take effect for Deliveries completed after Curri confirms receipt of acceptable proof of coverage, and no refund will be due for premium charges deducted before that time. While Driver’s opt-out remains in effect, Driver agrees to maintain such coverage, to provide updated proof of coverage upon request and upon each renewal, and to promptly notify Curri if such coverage lapses or is canceled, in which case Driver will be re-enrolled in the coverage made available by Curri and the premium deduction will resume. Notwithstanding any of the foregoing, no premium deduction will be made from Driver’s payments to the extent prohibited by applicable law.

4.2.2.3. Notification of Coverage. Driver agrees to deliver to Curri, upon request, current certificates of insurance, proof of 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 13.1 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 (b) 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. Driver further acknowledges and agrees that Driver is not an employee, joint employee, or agent of any Customer, Sender, Receiver, or other shipper for or on behalf of whom Driver performs Deliveries (each, a "Shipper"); that no Shipper is Driver’s employer or joint employer; and that, to the fullest extent permitted by applicable law, Driver is not entitled to receive, and will not seek, any wages, overtime, employee benefits (including health, retirement, vacation, holiday, or other benefits), workers’ compensation, unemployment insurance, or other employment-related compensation or benefits from or through any Shipper in connection with Deliveries performed through the Curri Platform. 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. 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”), Driver’s indemnification obligations in Section 6.2 of this Agreement include any costs incurred by Curri related to such Service Failure and other liabilities associated with the Service Failure, and Curri may recover any such amounts from Driver only as provided in Section 6.2 (including through set-off pursuant to Section 6.1.3). 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), including Continuous Monitoring under Section 5.2.4.1, may be conducted only with Driver's authorization, which Driver will be asked to provide through a separate disclosure and authorization process, and in accordance with applicable law. Driver’s refusal to provide, or revocation of, such authorization may make Driver ineligible to receive Delivery Opportunities. 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.

5.2.4.1. Continuous Monitoring. Driver acknowledges and agrees that Driver’s eligibility to use the Curri Platform is not determined only at the time Driver’s account is activated. For so long as Driver maintains an active account on the Curri Platform and continues to perform Deliveries, Curri, through its third-party consumer reporting agency, may continuously or periodically monitor Driver’s MVR and, where available and permitted by applicable law, criminal records ("Continuous Monitoring"), and may receive notice of new information such as traffic violations, license suspensions or revocations, criminal charges, or convictions. Curri may use information obtained through Continuous Monitoring to determine Driver’s continued eligibility to receive Delivery Opportunities, and may suspend or deactivate Driver’s account based on such information in accordance with the Deactivation Policy and applicable law, including any notice requirements that apply before or after Curri takes action based on a consumer report. Continuous Monitoring may end, and may later resume, based on Driver’s activity on the Curri Platform. To the extent permitted by applicable law, Driver further agrees to notify Curri promptly (and in any event within five (5) days) if Driver’s driver’s license is suspended, revoked, or restricted.

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 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.

5.2.8. No Firearms or Weapons. For the safety of Driver, Customers, Receivers, and the public, and because many pickup and drop-off locations prohibit weapons on their premises, Driver shall not carry, possess, or transport any firearm (whether loaded or unloaded), ammunition, or other weapon, whether on Driver’s person or in Driver’s vehicle, at any time while performing a Delivery. For purposes of this Section 5.2.8, Driver is performing a Delivery from the time Driver begins traveling to the pickup location for an accepted Delivery until Driver completes the Delivery (or returns the Shipment pursuant to Section 5.1.7), including while present at any pickup, drop-off, or other Customer location. This prohibition applies regardless of whether Driver holds a license or permit to carry a firearm, to the fullest extent permitted by applicable law. For clarity, "weapon" does not include ordinary tools (such as box cutters or utility knives) used in the normal course of performing Deliveries. Driver’s violation of this Section 5.2.8 is a material breach of this Agreement and may result in the immediate suspension or deactivation of Driver’s account.

6. If There Are Problems

6.1. Payment Disputes

6.1.1. Driver's Failure: In the event there is a Service Failure, Driver will not be entitled to payment for any Delivery (or portion of a Delivery) that Driver did not perform. Curri will not otherwise reduce, withhold, or recover any payment owed to Driver for a completed Delivery on account of a Service Failure, except by exercising its set-off right to recover under Section 6.1.3 with respect to amounts Driver owes under Driver’s indemnification obligations in Section 6.2. Any determination that Driver is responsible for a Service Failure shall be based upon proof provided by the Customer, Driver, and/or any other party with information relevant to the Service Failure. Driver shall have the right to challenge Curri’s determination as described in Section 6.1.3 and Section 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’s sole right to deduct from any payments owed to Driver will be any amount that Driver owes pursuant to Driver’s indemnification obligations under Section 6.2 (including verifiable specific costs associated with a Service Failure for which Driver is responsible under Section 5.1.5). Before exercising this set-off right, Curri will provide Driver with written notice (which may be provided electronically through the Platform or by email) describing the basis for and amount of the proposed set-off, together with reasonable supporting documentation, and Driver will have fourteen (14) days to dispute the proposed set-off by contacting Curri as described in Section 7.4. If Driver timely disputes the proposed set-off, Curri will not apply it until Curri has reviewed and responded in writing to Driver’s dispute. Any set-off deductions that may be applied to a Delivery Opportunity will be displayed to Driver in the Platform before Driver accepts the Delivery Opportunity. Notwithstanding any of the foregoing, in no event will this Section 6.1.3 give rise to a right for Curri to claw back or recoup any payment already made to Driver with respect to any delivery services performed.

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). For clarity, in the case of a material breach by Driver, Curri may deactivate or suspend Driver's account on the Curri Platform. In addition, Curri may suspend or deactivate Driver’s account as provided in the Deactivation Policy described in Section 7.6.

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 meet the delivery quality standards described in the Deactivation Policy, including any minimum driver score or rating established thereunder, which Driver acknowledges Curri may alter, modify, or update from time to time in accordance with Section 1.3.

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

v. Driver’s violation of the Curri Community Guidelines (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 or this Agreement.

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.

xii. 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.

xiii. Driver’s violation of Section 5.2.8 (No Firearms or Weapons).

xiv. Any other act or omission for which suspension or deactivation is permitted under the Deactivation Policy, including safety violations and trust and integrity violations such as fraud, account sharing, or other abuse or misuse 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, or Driver’s account is suspended or deactivated, and Driver disagrees with the basis for Curri’s decision, Driver shall have the right to appeal Curri’s decision in accordance with Curri’s appeals process described in the Deactivation Policy and in Curri’s Deactivated Accounts & Appeals help article (currently available at https://help.curri.com/en/articles/5478414-deactivated-accounts-appeals), as each may be updated from time to time (together, the "Appeals Process"). Under the Appeals Process, Driver may submit an appeal to Curri’s driver appeals team by emailing appeals@curri.com (or through such other method as Curri may designate) within the time period stated in the Appeals Process, which will be no less than thirty (30) days after the date of the deactivation notice. Curri will review the available information and notify Driver of its decision in writing. The Appeals Process will be conducted and resolved in accordance with any additional procedures required by applicable law in the jurisdiction where Driver performs Deliveries. 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. Driver may not create a new or duplicate account while Driver’s account is suspended or deactivated or after an appeal has been denied, and any such account may be deactivated without notice.

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.

7.6. Deactivation Policy. Curri’s Deactivation Policy, available at https://help.curri.com/en/articles/16784123-deactivation-policy (as updated from time to time in accordance with Section 1.3, the "Deactivation Policy"), is incorporated herein by reference. The Deactivation Policy describes the circumstances under which Curri may suspend or deactivate Driver’s account, including on the basis of (a) delivery quality, such as Driver’s driver score or ratings falling below the standards described in the Deactivation Policy; (b) safety concerns; (c) trust and integrity concerns, such as fraud, abuse, or misuse of the Curri Platform; and (d) violations of this Agreement, the Curri Terms of Service, the Curri Community Guidelines, or other Curri policies. The Deactivation Policy also describes how Curri will notify Driver of a suspension or deactivation and how Driver may appeal. In the event of any conflict between the Deactivation Policy and applicable law, applicable law will control, and Curri will follow any additional notice, response, or reinstatement procedures that applicable law requires. Nothing in the Deactivation Policy limits Driver’s freedom to determine whether, when, where, and how often to use the Curri Platform or to accept, reject, or ignore any Delivery Opportunity.

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, except as otherwise provided in this Agreement (including Section 1.3), 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 activating Driver’s account, or maintaining Driver’s account in active status, on the Curri Platform, Curri has agreed to and accepted this Agreement. 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.

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.