Vamo Terms of Use

Text message (SMS) program terms: see SMS / Text Messaging Program.

1. Contractual Relationship; Termination; and Modification

These Terms of Service form a legally binding agreement between you and Vamo, Inc. and its subsidiaries, representatives, affiliates, officers, and directors (collectively, "Vamo"). Vamo operates a technology platform that connects businesses with independent contractor drivers for delivery services (the "Platform"). The Platform includes Vamo's mobile application, websites, and all associated content or services, which are referred to collectively as the "Services." By accessing or using the Services, you acknowledge that you have read these Terms of Service and agree to be bound by them.

These Terms govern every user's access to and use of Vamo's website, mobile application, and all other aspects of the Services. If you also provide delivery services through the Platform as an independent contractor driver ("Driver"), that activity is governed by your separate written Platform Access Agreement and any similar agreements you sign, which are referred to collectively as the "Driver Agreements." The Driver Agreements control your relationship with Vamo in your capacity as a Driver and they supersede these Terms of Service if any terms conflict. All other provisions in these Terms continue to apply to your use of the Services.

In addition to these Terms of Service, your access to, and use of the Services is also governed by the applicable terms found on our website, which include, but are not limited to, the Privacy Notice, which describes how we collect, use, and disclose your personal information, Community Guidelines, and Vamo's other applicable standards and policies (collectively, the "Terms"). In these Terms, the words: (a) "including" and "include" mean "including, but not limited to", and (b) "user," "you," and "your" mean any person or entity that accesses or uses the Services, including businesses requesting delivery services, Drivers, website visitors, and any other persons or entities that access, view, browse, or use Vamo's websites, mobile applications, or Services in any manner.

Termination

This is a commercial contract between independent parties and does not create, and shall not be construed to create, any employment relationship, agency relationship, partnership, or joint venture between you and Vamo. Either party may terminate these Terms at any time for any reason. Vamo, in its sole discretion, may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

Modification

Vamo reserves the right to modify these Terms or its policies relating to the Services at any time, effective upon posting of an updated version of these Terms through the Services or Vamo's website. You should regularly review these Terms, as your continued use of the Services after any such changes constitutes your agreement to such changes.

2. Arbitration Agreement

By agreeing to these Terms, you agree that you are required to resolve any claim that you may have against Vamo on an individual basis in binding arbitration as set forth in this Arbitration Agreement, and not as a class, collective, coordinated, consolidated, mass and/or representative action. Binding arbitration is a procedure in which a dispute is submitted to one or more arbitrators who make a binding decision on the dispute. In choosing binding arbitration, you and Vamo are opting for a private dispute resolution procedure where you agree to accept the arbitrator's decision as final instead of going to court. You and Vamo are each waiving your right to a jury trial.

This Arbitration Agreement will preclude you from bringing any class, collective, coordinated, consolidated, mass, and/or representative action against Vamo, and also preclude you from participating in or recovering relief in any current or future class, collective, coordinated, consolidated, mass and/or representative action brought against Vamo by someone else—except as provided below in Section 2(a)(3)(c). Thus, the parties agree that the Arbitrator shall not conduct any form of class, collective, coordinated, consolidated, mass, and/or representative arbitration, nor join, coordinate, or consolidate claims of multiple individuals against Vamo in a single proceeding—except as provided below in Section 2(a)(3)(c). For the avoidance of doubt, except as provided below in Section 2(a)(3)(c), this Arbitration Agreement precludes you from bringing or participating in any kind of class, collective, coordinated, consolidated, mass, and/or representative or other kind of group, multi-plaintiff or joint action against Vamo, other than participating in a classwide, collective, coordinated, consolidated, mass, and/or representative settlement of claims.

(a) Agreement to Binding Arbitration Between You and Vamo

Covered Disputes

Except as expressly provided below in Section 2(b), you and Vamo agree that any dispute, claim, or controversy in any way arising out of or relating to (i) these Terms and prior versions of these Terms, or the existence, breach, termination, enforcement, interpretation, scope, waiver, or validity thereof; (ii) your access to or use of the Services at any time; (iii) incidents or occurrences resulting in damaged goods, lost goods, delivery failures, damaged shipments, lost shipments, delayed deliveries, or any other delivery-related disputes that you allege occurred in connection with your use of the Services, regardless of whether the dispute, claim, or controversy occurred or accrued before or after the date you agreed to these Terms; and (iv) your relationship with Vamo, will be settled by binding individual arbitration between you and Vamo, and not in a court of law. This Arbitration Agreement survives after your relationship with Vamo ends.

Class Action Waiver

Any and all disputes, claims, or controversies between the parties shall be resolved only in individual arbitration. The parties expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a class, collective, coordinated, consolidated, and/or representative action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any class, collective, coordinated, consolidated, and/or representative action, or to award relief to anyone but the individual in arbitration. The parties also expressly waive the right to seek, recover, or obtain any non-individual relief. Notwithstanding anything else in this agreement, this Class Action Waiver does not prevent you or Vamo from participating in a classwide, collective, and/or representative settlement of claims.

The parties further agree that if for any reason a claim does not proceed in arbitration, this Class Action Waiver shall remain in effect, and a court may not preside over any action joining, coordinating, or consolidating the claims of multiple individuals against Vamo in a single proceeding, except that this Class Action Waiver shall not prevent you or Vamo from participating in a classwide, collective, and/or representative settlement of claims. If there is a final judicial determination that any portion of this Class Action Waiver is unenforceable or unlawful for any reason, (i) any class, collective, coordinated, consolidated, and/or representative claims subject to the unenforceable or unlawful portion(s) shall proceed in a court of competent jurisdiction; (ii) the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration; (iii) the unenforceable or unlawful portion(s) shall be severed from this Arbitration Agreement; and (iv) severance of the unenforceable or unlawful portion(s) shall have no impact whatsoever on the enforceability, applicability, or validity of the Arbitration Agreement or the arbitrability of any remaining claims asserted by you or Vamo.

Mass Actions

Mass Action Waiver

Any and all disputes, claims, or controversies between the parties shall be resolved only in individual arbitration. The parties expressly waive the right to have any dispute, claim, or controversy brought, heard, administered, resolved, or arbitrated as a mass action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any mass action or to award relief to anyone but the individual in arbitration—except as provided below in Section 2(a)(3)(c). The parties also expressly waive the right to seek, recover, or obtain any non-individual relief. The parties agree that the definition of a "Mass Action" includes, but is not limited to, instances in which you or Vamo are represented by a law firm or collection of law firms that has filed 50 or more arbitration demands of a substantially similar nature against the other party within 180 days of the arbitration demand filed on your or Vamo's behalf, and the law firm or collection of law firms seeks to simultaneously or collectively administer and/or arbitrate all the arbitration demands in the aggregate. Notwithstanding anything else in this agreement, this Mass Action Waiver does not prevent you or Vamo from participating in a mass settlement of claims.

Dispute Procedure

Notwithstanding any provision to the contrary in the applicable arbitration provider's rules, the arbitrator shall be empowered to determine whether the party bringing any claim has filed a Mass Action in violation of the Mass Action Waiver. Either party shall raise with the arbitrator or arbitration provider such a dispute within 15 days of its arising. If such a dispute arises before an arbitrator has been appointed, the parties agree that: (i) a panel of three arbitrators shall be appointed to resolve only disputes concerning whether the party bringing any claim has filed a Mass Action in violation of the Mass Action Waiver. Each party shall select one arbitrator from the arbitration provider's roster to serve as a neutral arbitrator, and these arbitrators shall appoint a third neutral arbitrator. If the parties' arbitrators cannot agree on a third arbitrator, the arbitration provider will select the third arbitrator; (ii) Vamo shall pay any administrative fees or costs incidental to the appointment of Arbitrators under this provision, as well as any fees or costs that would not be incurred in a court proceeding, such as payment of the fees of the arbitrators, as well as room rental; (iii) the arbitrators shall issue a written decision with findings of fact and conclusions of law; and (iv) any further arbitration proceedings or assessment of arbitration-related fees shall be stayed pending the arbitrators' resolution of the parties' dispute. If the arbitrator or panel of arbitrators determines that you have violated the Mass Action Waiver, the parties shall have the opportunity to opt out of arbitration within 30 days of the arbitrator's or panel of arbitrator's decision. You may opt out of arbitration by providing written notice of your intention to opt out to the arbitration provider and to Vamo, Inc., Attn: Legal Department, 1555 N. Freedom Blvd., Provo, UT 84604 via USPS Priority Mail or hand delivery. This written notice must be signed by you, and not any attorney, agent, or other representative of yours. Vamo may opt out of arbitration by sending written notice of its intention to opt out to the arbitration provider and to you or your attorney, agent, or representative if you are represented. For the avoidance of doubt, the ability to opt out of arbitration described in this Section 2(a)(3)(b) only applies if the arbitrator or panel of arbitrators determines that you have violated the Mass Action Waiver. If the parties proceed with arbitration, the parties agree that arbitrations will be batched as provided in Section 2(a)(3)(c) below.

Batching

To increase efficiency of resolution in the event a Mass Action is filed and neither party exercises its right to opt out of arbitration pursuant to Section 2(a)(3)(b) above, the following procedure shall apply. At the request of either party, an arbitrator shall be selected according to the applicable arbitration provider's rules to act as a special master ("Special Master") to resolve threshold disputes regarding the propriety of some or all the arbitration demands submitted in the Mass Action ("Mass Arbitration Demands"). These threshold disputes may include, but are not limited to:

• Any dispute regarding filing fees owed with respect to the Mass Arbitration Demands, including whether claimants have submitted valid fee waivers;
• Any dispute regarding whether the applicable arbitration provider has complied with the Arbitration Agreement with respect to processing and administering the Mass Arbitration Demands;
• Any dispute regarding whether the Mass Arbitration Demands meet the requirements set forth in Section 2(d) below;
• Whether claimants are barred from proceeding with their claims based on a prior settlement agreement, violation of these Terms, or expiration of the statute of limitations;
• Any dispute relating to representation of the same claimant by multiple law firms;
• Any dispute regarding whether the Mass Arbitration Demands were filed with the correct arbitration provider;
• Any dispute regarding discovery common to all claims; and
• Any disputes regarding legal or factual issues common to all claims.

Any such request shall be made within 15 days following the expiration of the opt-out period described in Section 2(a)(3)(b), and may be made by providing written notice to the arbitration provider. Upon the request of either party to appoint a Special Master to resolve the foregoing issues, the applicable arbitration provider shall refrain from further processing any of the Mass Arbitration Demands to which a dispute has been raised. No further payment for filing fees, administrative costs, or arbitrator fees shall be deemed due with respect to any of the Mass Arbitration Demands as to which a dispute has been raised until after the dispute(s) has/have been resolved by the Special Master. Vamo shall be responsible for the applicable arbitration provider's and Special Master's fees and costs related to the proceedings before the Special Master.

A Special Master appointed pursuant to this procedure shall have no authority to consolidate cases.

After proceedings before the Special Master have concluded, to the extent any of the Mass Arbitration Demands are permitted to proceed, the parties shall group the Mass Arbitration Demands into batches of no more than 100 demands per batch by state of residence, and then alphabetically by last name (plus, to the extent there are less than 100 arbitration demands left over after the batching described above, a final batch consisting of the remaining demands), and shall inform the arbitration provider of the batches and their compositions within 14 days of the conclusion of proceedings before the Special Master. The arbitration provider shall treat each batch of claims as one case, with each case having one demand for arbitration, one appointed arbitrator, and one set of administrative documents and administrative and filing fees per batch. The parties shall randomly assign sequential numbers to each batch, and only one batch shall proceed to arbitration at a time in the order of the random sequential numbers. A separate arbitrator will be appointed to, and administrative and filing fees assessed for, each batch as the batch proceeds to arbitration. You agree to cooperate in good faith with Vamo and the arbitration provider to implement such a batch approach to resolution and fees. Nothing in this provision shall be construed as limiting the right to object that the filing or presentation of multiple arbitration demands by or with the assistance of the same law firm or organization violates any term of this Agreement.

If any Mass Arbitration Demands were originally processed as individual arbitration demands before this batching procedure was commenced, further proceedings, including the assessment of further arbitration filing or administration fees to either party shall be governed by the procedures set forth in this Section 2(a)(3).

Delegation Clause

Only an arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including without limitation any claim that all or any part of this Arbitration Agreement is void or voidable. An arbitrator shall also have exclusive authority to resolve all threshold arbitrability issues, including issues relating to whether these Terms are applicable, unconscionable, or illusory and any defense to arbitration, including without limitation waiver, delay, laches, or estoppel. However, only a court of competent jurisdiction, and not an arbitrator, shall have the exclusive authority to resolve any and all disputes arising out of or relating to the Class Action Waiver and Mass Action Waiver, including, but not limited to, any claim that all or part of the Class Action Waiver and/or Mass Action Waiver is unenforceable, unconscionable, illegal, void, or voidable—except that, as stated and pursuant to the procedures provided in Section 2(a)(3)(b), an arbitrator or panel of arbitrators shall have authority to determine whether the party bringing any claim has violated the Mass Action Waiver.

Application to Third Parties

This Arbitration Agreement shall be binding upon, and shall include any claims brought by or against any third parties, including but not limited to your spouse, domestic partner, heirs, estate, third-party beneficiaries and assigns, where their underlying claims arise out of or relate to your use of the Services. To the extent that any third-party beneficiary to this agreement brings claims against the Parties, those claims shall also be subject to this Arbitration Agreement.

(b) Exceptions to Arbitration

Notwithstanding the foregoing, this Arbitration Agreement shall not require arbitration of the following claims: (i) individual claims brought in small claims court so long as the matter remains in such court and advances only on an individual basis; (ii) individual claims of sexual assault or sexual harassment occurring in connection with your use of the Services; and/or (iii) injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

Such claims may be brought and litigated in a court of competent jurisdiction by you on an individual basis only. On an individual basis means that you cannot bring such claims as a class, collective, coordinated, consolidated, mass, and/or representative action against Vamo. For the avoidance of doubt, this precludes you from bringing claims as or participating in any kind of any class, collective, coordinated, consolidated, mass, and/or representative or other kind of group, multi-plaintiff, or joint action against Vamo and no action brought by you may be consolidated or joined in any fashion with any other proceeding. Where your claims are brought and litigated to completion on such an individual basis in a court of competent jurisdiction, Vamo agrees to honor your election.

The parties' agreement not to require arbitration in these limited instances does not waive the enforceability of this Arbitration Agreement as to any other provision (including, but not limited to, the waivers provided for in Section 2(a), which will continue to apply in court as well as in arbitration), or the enforceability of this Arbitration Agreement as to any other controversy, claim, or dispute.

(c) Rules and Governing Law

For disputes arising in California, the arbitration will be administered by ADR Services, Inc. ("ADR") in accordance with ADR's Arbitration Rules (the "ADR Rules") in effect at the time that the claim is brought, unless the parties agree otherwise in writing. The ADR Rules are available at www.adrservices.com or by searching for "ADR Arbitration Rules" using a search engine such as www.google.com. The arbitration shall be heard by one arbitrator (the "Arbitrator") selected in accordance with the ADR Rules.

For disputes arising outside of California (or for disputes arising in California only if ADR cannot or will not administer the arbitration), the parties shall be required to meet and confer to select a neutral arbitration provider. Such an arbitration provider shall have operations in the state in which the dispute arises. If the parties are unable to mutually agree upon an arbitration provider, then either party may invoke 9 U.S.C. § 5 to request that a court of competent jurisdiction appoint an arbitration provider with operations in the state in which the dispute arises. Any arbitration provider appointed by a court under 9 U.S.C. § 5 shall conduct arbitration solely on an individualized basis as set forth in this Section 2. Once the parties mutually agree upon a neutral arbitration provider, or an arbitrator provider is appointed under 9 U.S.C. § 5, the ensuing arbitration shall commence pursuant to the rules of the designated arbitration provider, except as designated herein. Once an arbitration provider is agreed upon or appointed, an Arbitrator shall be appointed. The Arbitrator will be either (1) a retired judge or (2) an attorney licensed to practice law in the state where the arbitration is conducted with experience in the law underlying the dispute. The Arbitrator will be selected by the parties from the applicable arbitration provider's roster of arbitrators. If the parties are unable to agree upon an Arbitrator after a good faith meet and confer effort, then the applicable arbitration provider will appoint the Arbitrator in accordance with its rules.

Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1, et seq. ("FAA"), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties to be bound by the provisions of the FAA for all purposes, including, but not limited to, interpretation, implementation, enforcement, and administration of this Arbitration Agreement, and that the FAA and the applicable arbitration provider's rules shall preempt all state laws to the fullest extent permitted by law. All statutes of limitations that would otherwise be applicable will apply to any arbitration proceeding. If the FAA and applicable arbitration provider's rules are found to not apply to any issue regarding the interpretation or enforcement of this Arbitration Agreement, then that issue shall be resolved under the laws of the state where you reside when you accept these Terms.

Any dispute, claim, or controversy arising out of or relating to incidents or accidents resulting in personal injury (including but not limited to sexual assault or harassment claims) or death that you allege occurred in connection with your use of the Services, whether before or after the date you agreed to the Terms, shall be governed by and construed in accordance with the laws of the state in which the incident or accident occurred.

(d) Process

Pre-Arbitration Dispute Resolution and Notification

The parties agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost, and mutually beneficial outcome. The parties therefore agree that, before either party demands arbitration against the other, we will personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this Arbitration Agreement. Multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If you are represented by counsel, your counsel may participate in the conference, but you shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Vamo that you intend to initiate an informal dispute resolution conference, write to Vamo, Inc., Attn: Legal Department, 1555 N. Freedom Blvd., Provo, UT 84604, providing your name, the telephone number(s) associated with your Vamo account (if any), the email address(es) associated with your Vamo account, and a description of your claim. Engaging in an informal dispute resolution conference is a condition precedent that must be fulfilled before commencing arbitration, and the Arbitrator shall dismiss any arbitration demand filed before completion of an informal dispute resolution conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

Initiating Arbitration

In order to initiate arbitration following the conclusion of the informal dispute resolution process required by this Section, a party must provide the other party with a written demand for arbitration and file the demand with the applicable arbitration provider, as determined by Section 2(c). A party initiating an arbitration against Vamo must send the written demand for arbitration to Vamo, Inc., Attn: Legal Department, 1555 N. Freedom Blvd., Provo, UT 84604, or serve the Demand on Vamo's registered agent for service of process, c/o Vamo, Inc. (the name and current contact information for the registered agent in each state are available by contacting Vamo at legal@vamodelivery.com). Additionally, a party initiating arbitration against Vamo must send an electronic version of the demand for arbitration to the Arbitration Provider, and must send an electronic version of the as-filed demand to support@vamodelivery.com.

By signing the demand for arbitration, counsel certifies to the best of counsel's knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that (i) the demand for arbitration is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The Arbitrator shall be authorized to afford any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or any applicable state law for either party's violation of this requirement.

(e) Location

Unless you and Vamo otherwise agree, if you reside in the United States, the arbitration will be conducted in the county where you reside. If you do not reside in the United States, the arbitration will be conducted in the county where the dispute arises. Your right to a hearing will be determined by the applicable arbitration provider's rules. Subject to the applicable arbitration provider's rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

(f) Offers of Judgment

At least 10 days before the date set for the arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance shall be submitted to the arbitrator, who shall enter judgment accordingly. If the offer is not accepted prior to the arbitration hearing or within 30 days after it is made, whichever occurs first, it shall be deemed withdrawn, and cannot be given in evidence upon the arbitration. If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover their post-offer costs and shall pay the offering party's costs from the time of the offer.

(g) Arbitrator's Decision

The Arbitrator will render an award within the time frame specified in the applicable arbitration provider's rules. Judgment on the arbitration award may be entered in any court of competent jurisdiction. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator's decision shall be final and binding on all parties. The Arbitrator is not bound by decisions reached in separate arbitrations, and the Arbitrator's decision shall be binding only upon the parties to the arbitration that are the subject of the decision.

The Arbitrator shall award reasonable costs incurred in the arbitration to the prevailing party in accordance with the law(s) of the state in which arbitration is held.

(h) Fees

With the exception of the provisions governing payment of arbitration costs set forth above, your responsibility to pay any filing, administrative, and arbitrator fees will be solely as set forth in the applicable arbitration provider's rules and shall be up to the amount you would be required to pay if you filed a claim in court.

If you have a gross monthly income of less than 300% of the federal poverty guidelines, you are entitled to a waiver of arbitration fees and costs, exclusive of arbitrator fees. If you believe that you meet the requirements to obtain a fee waiver, and your demand for arbitration arises outside of California, then you may request a fee waiver only by submitting to the arbitration provider AO 240, Application to Proceed in District Court Without Prepaying Fees or Costs (found here), or a declaration under oath containing all the information required by AO 240; if your demand for arbitration arises in California, then you must submit a declaration under oath providing your monthly income and the number of persons in your household.

Any and all disputes regarding a party's obligation to pay any arbitration fees or costs that arise after an arbitrator is appointed shall be determined solely by the arbitrator. If such a dispute arises before an arbitrator has been appointed, and if no Special Master has been requested by either party pursuant to Section 2(a)(3)(c)(i) of these Terms, the parties agree that (i) the due date for any disputed fees shall be stayed pending resolution of the parties' dispute, (ii) a panel of three arbitrators shall be appointed to resolve the parties' dispute concerning a party's obligation to pay fees or costs of arbitration, (iii) the panel of arbitrators shall be appointed by each party selecting one arbitrator from the arbitration provider's roster to serve as neutral arbitrators, and these arbitrators shall appoint a third neutral arbitrator. If the parties' arbitrators cannot agree on a third arbitrator, the arbitration administrator will select the third arbitrator, (iv) Vamo shall pay any administrative fees or costs incidental to the appointment of a panel of arbitrators under this provision, as well as any fees or costs that would not be incurred in a court proceeding, such as payment of the fees of the arbitrator(s), as well as room rental, and (v) the arbitrator(s) shall issue a written decision with findings of fact and conclusions of law. If two or more fee disputes between a claimant and Vamo arise at or around the same time, the disputes may be consolidated for resolution by a single arbitrator or panel of arbitrators either at the agreement of the parties or the election of the party common to all such disputes.

(i) Severability and Survival

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision shall be severed from these Terms; (ii) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (iii) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

3. The Services

The Services allow businesses to access Vamo's technology platform, which creates a marketplace connecting businesses seeking delivery services with independent contractor Drivers who choose to offer their independent delivery services. Vamo provides technology and support tools that enable Drivers to access business opportunities, and does not itself provide delivery services, employment, work assignments, or guaranteed income of any kind.

Once a delivery request is made, Vamo notifies Drivers that a delivery opportunity is available so that the Drivers may elect to complete the request. It is up to the Driver to decide whether or not to offer services to you or at all, and it is up to you to decide whether or not to accept such services from a Driver. Cancellation and refund policies are determined by Vamo in its sole and absolute discretion and may vary based on the operational stage of the commercial delivery request, including but not limited to: whether a Driver has been assigned, whether pickup has been initiated, whether goods have been loaded onto the Driver's vehicle, whether the delivery is in transit, or whether delivery has been completed. Certain commercial delivery requests may not be eligible for cancellation once accepted by a Driver. Cancellation fees may apply at Vamo's sole and absolute discretion. Unless Vamo determines otherwise in its sole and absolute discretion, all charges are final and non-refundable once a commercial delivery request has been accepted by a Driver. You acknowledge and agree that Vamo has no obligation to permit cancellations or issue refunds at any stage of the delivery process.

App Stores

The availability of the Services may be dependent on the third-party from which you received the license to the Vamo App, e.g., the Apple iPhone or Android app stores ("App Store"). These Terms are between you and Vamo and not with the App Store and Vamo is responsible for the provision of Services as described in these Terms. However, if you downloaded the Vamo App from the Apple App Store, Apple and its subsidiaries are third-party beneficiaries of these Terms. Upon your acceptance of these Terms, Apple shall have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. These Terms incorporate by reference Apple's Licensed Application End User License Agreement, for purposes of which, you are the "end-user." In the event of a conflict in the terms of the Licensed Application End User License Agreement and these Terms, these Terms will control.

4. Ownership; License; and Restrictions

The Services and all rights, title, and interest, including all related intellectual property rights therein are and shall remain Vamo's property or the property of Vamo's licensors. These Terms are not a sale and do not convey or grant to you any rights in or related to the Services, or any intellectual property rights owned by Vamo or its licensors, except for the limited license granted herein.

Subject to your compliance with these Terms, Vamo grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Vamo App solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your use of the Services. Any rights not expressly granted herein are reserved by Vamo and Vamo's licensors. You agree that you will not use Vamo's copyrights, trademarks, service marks, or trade dress, aside from use incidental to your use of the Services, without express, written permission from Vamo. This prohibition includes use in domain names, websites, and social media accounts. You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Vamo; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of, or which result in, unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.

5. Accessing the Services

User Accounts

In order to use the Services, you must register for and maintain an active user Services account ("Account"). You must be at least 18 years of age to obtain an Account. You may only possess one Account, and you may not assign or otherwise transfer your Account to any other person or entity. Vamo maintains the right to delete or deactivate duplicate accounts. You are responsible for all activity that occurs under your Account, including all activity by any authorized users, employees, or personnel you permit to access your Account, and you agree to maintain the security and secrecy of your Account credentials at all times.

Account Registration and Verification

You cannot register for or maintain an Account if you have previously been banned from using the Services. To register, you must provide accurate information including your name, business name (if applicable), contact information, and a valid payment method. Vamo may require additional verification documents to confirm your identity or business status before approving your Account. You are responsible for maintaining accurate Account information and for all activity under your Account. If you authorize others to access your Account, you remain fully responsible for their actions.

Account Termination

Vamo may suspend or terminate your Account if: (a) you violate these Terms, (b) your Account remains inactive for an extended period, (c) we cannot verify your identity or Account ownership, or (d) required by law. Vamo is not liable for any loss resulting from Account suspension or termination. If your access is terminated, these Terms remain in effect for applicable surviving provisions.

Privacy

For information about how we handle your personal information, see our Privacy Notice.

6. Network Access and Devices

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. Vamo does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. Vamo is not responsible for any resulting delays, delivery failures, or damage, loss, injury or death.

7. User Conduct and Requirements; Communications; and User Content

User Conduct and Requirements

In addition to complying with these Terms, you agree to comply with all applicable laws, regulations, and industry standards when accessing or using the Services, and you may only access or use the Services for lawful business purposes. You may not access or use the Services to: (a) provide false, inaccurate, or misleading shipment information, delivery instructions, or account information (b) request or attempt to request delivery of prohibited, illegal, restricted, or regulated items, including without limitation hazardous materials, controlled substances, weapons, or any items that violate applicable shipping regulations, customs requirements, or carrier restrictions; (c) violate or fail to comply with any applicable laws, including shipping regulations or other governmental requirements; (d) abuse, manipulate, or attempt to manipulate the Services, pricing mechanisms, algorithms, or any other aspect of Vamo's platform; (e) interfere with, disrupt, or impede Drivers' ability to perform delivery services or access the platform; (f) violate Vamo's standards, policies, guidelines, terms, or any other requirements established by Vamo in its sole discretion; (g) circumvent, bypass, or attempt to avoid Vamo's fees, payment systems, or other financial obligations; (h) engage in fraud, misrepresentation, deceptive practices, or any other dishonest conduct in connection with the Services; (i) use the Services in any manner that damages, or could reasonably be expected to damage, Vamo's reputation, business relationships, goodwill, or business interests; or (j) engage in any other conduct that Vamo determines, in its sole and absolute discretion, to be inappropriate, harmful, or contrary to the intended use of the Services. You represent and warrant that all shipments requested through the Services comply with all applicable laws and regulations, and do not contain regulated, restricted, illegal, or hazardous items that require special licensing or handling. You acknowledge that you will be solely liable for any fines, penalties, criminal charges, regulatory actions, confiscation of goods, or other consequences resulting from your shipment of prohibited, restricted, or illegal items, and you agree to indemnify Vamo for any such consequences. Vamo reserves the right, in its sole and absolute discretion, to suspend or terminate your Account and access to the Services immediately and without prior notice for any violation of this Section, any other provision of these Terms, or for any other reason Vamo deems appropriate, with no obligation to provide refunds of any fees paid.

For the purpose of assisting us with our compliance and insurance obligations, you agree to notify us within 24 hours and provide us with all reasonable information relating to any incident or accident that occurs during your use of the Services and you agree to cooperate with any investigation and attempted resolution of such incident.

Communications with Vamo

By creating an Account, you electronically agree to accept and receive communications from Vamo, Drivers, or third parties providing services to Vamo including via email, text message, calls, in-app communications, and push notifications to the telephone number(s) or email addresses you provided to Vamo. You may also receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded or automated messages sent by or on behalf of Vamo, and/or Drivers, including but not limited to communications concerning commercial delivery requests, order status updates, shipment tracking, driver assignments, billing matters, payment notifications, invoicing, and other operational and service-related matters related to your use of the Services. Message and data rates may apply. You can learn more about how Vamo may contact you by reading our Privacy Notice.

You may change your notification preferences by accessing Settings in your Account. To opt out of receiving text messages from Vamo, you must reply "STOP" from the mobile device receiving the messages. Text messages between you and Drivers are transactional text messages, not promotional text messages. You acknowledge that opting out of receiving all communications may impact your use of the Services. Notwithstanding the foregoing, if we suspect fraud or unlawful activity on your Account, Vamo may contact you using any of the contact information you provided in connection with your Account (including via text or voice-recorded message).

User Content and Feedback

"User Content" means content you provide through the Services, such as delivery photos, comments, reviews, or ratings. You retain ownership of User Content, but grant Vamo a non-exclusive, royalty-free license to use and display it in connection with the Services. "Feedback" means suggestions, ideas, or recommendations you provide about improving the Services or Vamo's business. All Feedback becomes Vamo's property and may be used without compensation or attribution. You represent that any content you provide doesn't violate laws or third-party rights. Vamo may remove any content at its discretion.

8. Payment

Prices & Charges

You may be charged for Delivery Services, service fees, and any applicable taxes. Charges may vary based on factors such as delivery distance, timing, demand, and other operational considerations. Vamo acts as the limited payment collection agent for Drivers solely for the purpose of accepting payments on their behalf. Charges for Delivery Services are owed to the Driver, and any fees assessed by Vamo are owed directly to Vamo.

By using the Platform, you authorize Vamo to store your payment information and to charge your selected payment method for all applicable amounts. If your primary payment method cannot be processed, you authorize Vamo to charge any other payment method associated with your Account. Vamo may update your payment information if provided updated information by your card issuer or payment network, and may decline payment methods that present a risk of fraud, misuse, or nonpayment.

Vamo may revise its fees at any time. You are responsible for all charges incurred under your Account, including charges resulting from unauthorized activity if caused by your failure to safeguard your credentials. Product pricing is determined by the applicable merchants or Drivers, and Vamo is not responsible for those pricing decisions or any disputes related to them.

All charges are generally final and nonrefundable. Any request for a refund must be submitted through your Account within thirty (30) days of the charge. If you do not dispute a charge within that period, you agree that you waive any right to challenge the charge thereafter.

Promotional Credits, Discounts, and Incentive Programs

Vamo may, in its sole and absolute discretion, offer promotional credits, discounts, volume-based pricing incentives, or other incentive programs ("Promotional Offers") to certain users or customer segments. Promotional Offers are entirely discretionary and may be targeted based on criteria determined by Vamo, including but not limited to usage volume, business type, geographic location, or other factors. All Promotional Offers are subject to specific terms, conditions, eligibility requirements, restrictions, and limitations as determined by Vamo in its sole and absolute discretion. Vamo reserves the right to modify, suspend, or terminate any Promotional Offer at any time, in its sole and absolute discretion, without prior notice and without liability to you or any other party. Promotional Offers may not be combined with any other offers, discounts, or promotions unless Vamo explicitly permits such combination in writing. Promotional Offers are non-transferable and may not be sold, assigned, or transferred to any other person or entity. Promotional Offers have no cash value and may not be redeemed for cash. Any abuse, misuse, or fraudulent use of Promotional Offers, as determined by Vamo in its sole and absolute discretion, may result in immediate forfeiture of the Promotional Offer and termination of your Account without refund or prior notice. Promotional Offers do not affect charges applied to your account unless the specific Promotional Offer has been expressly made available to you by Vamo and applied to your account.

9. Disclaimers; Limitation of Liability; and Indemnity

Disclaimers

Limitation of Liability

Indemnity

You agree to defend, indemnify and hold Vamo and its affiliates and their officers, directors, employees, and agents harmless from and against any and all actions, claims, demands, losses, liabilities, costs, damages, and expenses (including attorneys' fees and costs), arising out of, relating to, or in connection with: (i) your use of the Services; (ii) any delivery requests you submit through the Services; (iii) any conduct, actions, or omissions of Drivers in connection with deliveries you requested, including claims by or against Drivers; (iv) any damaged, lost, delayed, or mishandled goods or shipments related to your use of the Services; (v) your breach or violation of any of these Terms; (vi) Vamo's use of your User Content; or (vii) your violation of the rights of any third party, including Drivers.

10. Other Provisions

Choice of Law; Choice of Forum

These Terms shall be governed by and construed in accordance with the laws of the state in which your dispute arises, without regard to the choice or conflict of law principles of any jurisdiction. Any dispute, claim, or controversy arising out of or relating to these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, shall be brought exclusively in the state or federal courts of the state in which the dispute, claim or controversy arose. These foregoing Choice of Law and Choice of Forum provisions do not apply to the Arbitration Agreement in Section 2.

Intellectual Property Infringement Claims

Vamo respects the intellectual property rights of others and expects users to do the same. Vamo has no obligation to monitor, screen, or police the Services for infringing content, and Vamo makes no warranties or representations regarding the non-infringement of any content accessible through the Services. All liability and costs arising from any alleged or actual infringement of intellectual property rights shall be borne solely by the user who provided, uploaded, or transmitted such content. Vamo is not responsible for, and assumes no liability whatsoever in connection with, any disputes between users and intellectual property rights holders.

Copyright Infringement Claims (DMCA)

If you believe that content available through the Services infringes your copyright, you may submit a notice of claimed infringement to Vamo's designated Copyright Agent at the following address: Customer Support, Vamo, Inc., 1555 N. Freedom Blvd., Provo, UT 84604, Email: legal@vamodelivery.com; Phone: 385-666-0313. To be valid and effective under the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(3), your notice must include all of the following information: (a) a physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity, with information reasonably sufficient to permit Vamo to locate the material on the Services, including specific URLs or other detailed location information; (d) your contact information, including your full name, mailing address, telephone number, and email address; (e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the copyright interest that is allegedly infringed. Failure to include all of the foregoing information may result in your notice being deemed invalid and Vamo having no obligation to respond to or act upon such notice. Please be advised that you may be liable for damages, including costs and attorneys' fees, if you materially misrepresent that content is infringing under 17 U.S.C. § 512(f).

Vamo's Rights and Discretion

Upon receipt of a valid notice of claimed infringement, Vamo may, in its sole and absolute discretion, remove, disable access to, or take down the allegedly infringing content without any obligation to investigate the merits of the claim, determine whether actual infringement has occurred, or provide prior notice to the user who provided such content. Vamo's removal or disabling of access to content shall not constitute an acknowledgment or admission by Vamo that such content is infringing, nor shall it create any liability or obligation on the part of Vamo to the complaining party or any other person. Vamo reserves the right, in its sole discretion, to terminate the accounts of users who are repeat infringers of intellectual property rights, with no refunds of any fees paid. You agree to indemnify and hold Vamo harmless from any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from any notice of claimed infringement you submit that is false, inaccurate, or made in bad faith.

Counter-Notification Procedure

If you believe that content you posted was removed or disabled as a result of mistake or misidentification, you may submit a counter-notification to Vamo's designated Agent at the address listed above. To be valid and effective, your counter-notification must include all of the following information: (a) your physical or electronic signature; (b) identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or disabled; (c) a statement by you, made under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; (d) your full name, mailing address, telephone number, and email address; and (e) a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located (or, if you are located outside the United States, the federal district court for the district in which Vamo is located), and that you will accept service of process from the person who provided the original notification of claimed infringement or an agent of such person. Vamo has sole and absolute discretion whether to restore any removed or disabled content, and is under no obligation to do so. If Vamo elects to restore content pursuant to a valid counter-notification, such restoration shall not occur earlier than ten (10) to fourteen (14) business days following receipt of the counter-notification, unless Vamo determines otherwise in its sole discretion.

Infringement Claims

If you believe that content available through the Services infringes your trademark rights, you may submit a notice of claimed trademark infringement to Vamo's designated agent at the address listed above. Your notice must include: (a) your physical or electronic signature; (b) identification of the trademark claimed to have been infringed, including registration number (if registered) and description of the goods or services covered by the trademark; (c) identification of the material claimed to be infringing, with information reasonably sufficient to permit Vamo to locate such material; (d) your contact information, including full name, mailing address, telephone number, and email address; (e) a statement by you that you have a good faith belief that use of the trademark in the manner complained of is not authorized by the trademark owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the information in the notification is accurate and that you are authorized to act on behalf of the owner of the trademark that is allegedly infringed. Vamo has sole and absolute discretion whether to remove, disable, or take any action with respect to allegedly trademark-infringing content, and has no obligation to investigate the merits of any trademark infringement claim. Vamo makes no warranties or representations regarding trademark rights and assumes no liability for trademark infringement or related disputes.

Notices

Vamo may give notice by means of a general notice on or through the Services, electronic mail to the email address associated with your Account, telephone or text message to any phone number provided in connection with your Account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or at the time of sending (if sent by email, telephone, or on or through the Services). Notwithstanding the foregoing, notice of any modifications to these Terms shall be effective upon posting an updated version of these Terms on Vamo's website or through the Services. You may give notice to Vamo by any of the following methods: (i) first class mail or pre-paid post to Vamo, Inc., Attn: Legal Department, 1555 N. Freedom Blvd., Provo, UT 84604; or (ii) email to legal@vamodelivery.com. Any notice you send to Vamo shall be deemed given upon sending or mailing: 48 hours after deposit in the mail if sent by first class mail or pre-paid post, or immediately upon sending if sent by email. If another provision of these Terms addresses any specific notice (for example, notice of updates to these Terms, or notice of a dispute or arbitration demand), those specific notice provisions shall prevail to the extent there is any conflict or inconsistency between those provisions and this notice provision.

General

You may not assign these Terms without Vamo's prior written approval. Vamo may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Vamo's equity, business or assets; or (iii) a successor by merger. Any purported assignment by you in violation of this Section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Vamo, or any Driver as a result of these Terms or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Vamo's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Vamo in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of these Terms.

The Sections of these Terms that, by their nature should survive, shall do so, including Sections 2 (Arbitration Agreement), 3 (ownership and intellectual property provisions), 6 (payment obligations), and 7 (Disclaimers, Limitation of Liability, and Indemnity).