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BYPPO TECHNOLOGIES, LLC

INDEPENDENT CONTRACTOR DELIVERY RUNNER (“HERO”) AGREEMENT

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Last modified Jan 12, 2023

 

This Agreement is made by and between Byppo Technologies, LLC (“Byppo”), a Florida limited liability company, and you (“you” or “your” or “Contractor”), an independent contractor engaged in the business of performing the services described in this Agreement (“services”). The Agreement will become effective upon the date that it is accepted by you. 

 

1. Welcome to Byppo. We are pleased that you have chosen to work with Byppo to deliver food and other products to Byppo customers. 
   
   This Agreement and the BYPPO Delivery Runner Terms of Use that Byppo has provided to you collectively constitute a contract (collectively referred to as the “Agreement”) between Byppo and you and govern your access to and use of Byppo’s Platform.
    

2. Byppo: Byppo owns and operates a Delivery App (“Delivery App”) and related progressive web-based technology (collectively the “Platform”). Byppo’s Platform provides an online marketplace that connects restaurants and/or other businesses (“Byppo Vendors”), Vendor customers (“customers”), and independent delivery personnel (“contractors”). Customers use the Byppo Platform to place and pay for orders for food and/or other goods from various Vendors. When customer orders are received, Byppo’s Delivery App notifies contractors that a delivery opportunity is available. The Delivery App facilitates the completion of the delivery. Byppo is not a restaurant, food delivery service, or food preparation business.
    

3. Limited License: Byppo is granting to you a limited, non-exclusive, non-transferable, and revocable license to access and to use the Delivery App and Platform and other information and materials supplied to you by Byppo for the sole purpose of your providing delivery service to Vendor customers in accordance with this Agreement. Byppo retains all rights, title, and interest in and to the Delivery App, Platform, and its other intellectual property. This license will automatically terminate upon termination of this Agreement.
    

4. Independent Contractor: You agree that you are an independent contractor and not an employee of Byppo or any Vendor. As an independent contractor:
    

   1. You may choose whether or not to log into the Delivery App and to switch your account to “offline” or “online” status. When your status is “online,” you will be available to receive delivery opportunities.   

   2. You may choose the days and times that you desire to provide service.

   3. You may choose whether or not to accept a delivery opportunity.

   4. If you accept a delivery opportunity, you will determine the means by which the delivery will be performed, subject to Byppo’s Sustainability Requirements set forth in the Delivery Runner Terms of Use.

   5. You are free to engage in any other business or commercial activity, including companies that may be in competition with Byppo. 

   6. Byppo has no right to restrict you in any alternative business endeavor that you may choose.

   7. You have the right to terminate the Agreement and relationship with Byppo at any time, with or without cause.

   8. You are not required to perform any minimum volume of business pursuant to this Agreement.

   9. You are not required to purchase or rent any goods or materials from Byppo.

   10. You are not required to use or wear any Byppo signage, uniform, article of clothing, or other Byppo designation on your means of transportation or person. From time to time, Byppo may provide you with such

   11. Byppo materials, but you are free to select or reject the use of such materials as you determine.

   12. Neither Byppo nor you have the right to act as agent for or bind the other to any contract or commitment except as provided in this Agreement.
        

5. Contractor Services: Byppo will from time to time notify contractors through the Delivery App of the opportunity to complete a delivery from a Vendor to a Customer.  Byppo has the discretion as to which, if any, delivery opportunities to offer to contractors. Nothing in this Agreement guarantees any particular volume of business. Byppo has no control over whether or when Vendors choose to offer a delivery service to their customers.
   
   If you choose to accept an offered delivery opportunity, you will promptly pick up the delivery order at the Vendor’s establishment and deliver the order to the customer in an efficient, timely, and safe manner. A properly completed delivery occurs when you have entered on the Byppo delivery app the correct delivery code given to you by the customer. 
   
   Byppo will provide no means of or expenses related to your delivery obligation. You agree that Byppo may communicate with you, the Vendor, or the customer to facilitate a delivery or resolve delivery problems should the need arise.
    

6. Ratings: You understand and agree that Byppo may create and maintain a record of customer ratings as to your service, to which you will at all times have access, subject to any confidentiality conditions that Byppo may determine.
    

7. Payouts: When a delivery opportunity is presented, it will include the amount of the delivery earnings, which includes the tip amount if a tip is designated by the customer, that you will receive if you accept the opportunity. Once you have chosen to accept the delivery opportunity, you agree that you will have no claim to delivery earnings other than what is shown on the delivery opportunity. The customer may choose to give you an additional tip upon delivery. 
    

8. Payout Processing: Payouts of all amounts due to you will be made based upon your selection of the payout method that you have chosen. Your choice of a payout method can be changed by you but not retroactively as to prior credited amounts. 
   
   You may choose to have your delivery earnings paid in Byppo Credit or cash at any time.  If you choose to use your Byppo Credit for the purchase of food or products, the credit can only be applied towards the order subtotal of food and products and cannot be used to reduce or cover service fees and tips. 
   
   If your payout method is in Byppo Credit, you will receive 10% extra of the amount of your earnings that you choose to convert into Byppo Credit. For example, if you convert $10 of your delivery earnings to Byppo Credit, you will receive $11 in Byppo Credit. 
   
   In order to apply your Byppo Credits on the Byppo Customer Portal, you will have to enter your phone number (from your Byppo Delivery Hero profile) as your promo code, while logged in to your account with the same phone number. If the phone number in the Customer Portal account does not match the phone number associated with your Byppo Credit in the Byppo Delivery Portal, the promo code will not activate and you will not be able to apply the amount towards your order subtotal. 
   
   Payment processing services for contractors are provided by Stripe and are subject to the Stripe Connected Account Agreement. You agree to be bound by the Stripe Connected Account Agreement, as the same may be modified by Stripe from time to time.  For more information about Stripe, visit www.stripe.com. Byppo reserves the right to employ the services of another payout processing company.
   
   Byppo will not be responsible for any delays or errors that may occur with Stripe’s accounting or processing of any amounts owing to or claimed by the Contractor. Any alleged failures by Stripe must be resolved solely between Contractor and Stripe. Byppo will use its best efforts to assist with relevant and available information in any disputes that may arise.
    

9. Taxes: You will be solely responsible for payment of all federal, state, and local taxes resulting from Byppo and your respective businesses. Byppo will report on a calendar year basis all payments from Byppo to you using an appropriate IRS Form and providing a copy to you. Unless mandated by law, Byppo has no authority to withhold income taxes, social security taxes, unemployment insurance taxes/contributions, or any other federal, state, or local tax on behalf of you or your Personnel.
    

10. Payout Disputes: If Byppo believes that you have failed to perform any obligated service, Byppo has the right to withhold or deny in whole or in part any portion of the payment to which you would be entitled for that service. Byppo will promptly advise you of Byppo’s determination.  Any withholding or denial of payment shall be based upon proof provided to Byppo by the consumer, Vendor,  you, or any other party with relevant information. You have the right to challenge Byppo’s determination through any legal means contemplated by this Agreement and the prevailing party will be entitled to recover from the other reasonable costs incurred, including attorneys’ fees.  
     

11. Delivery Issues
     

    1. Delivery Failure: In the event that you fail to make a delivery that you accepted, through no fault of Byppo, the Vendor, or the customer, you will be charged for the entire amount of the customer’s order and will not receive any delivery-based compensation.
        

    2. Order Confirmation. When you pick up an order for delivery, you will be obligated to check the order to assure that it has been properly filled. If the Vendor has not properly filled the order, you will advise the Vendor to make the necessary correction and you will not make the delivery until the order has been properly filled. Once you accept the order for delivery from the Vendor, you will be charged any customer refund that is the result of a failure to deliver the customer’s full order.
        

    3. Customer Fault. If you are unable to make a delivery due to an apparent customer error or fault, such as an improper delivery address or a failure to be present to receive the order, and if reasonable measures that you take to contact the customer have failed, you must immediately notify BYPPO of such occurrence. 
        

    4. Dispute. If there is any dispute as to whether a delivery failure has occurred or who may be responsible for the cost of the order, Byppo has the sole and full authority and discretion to decide the matter.
        

12. Your Personnel: You may, subject to the terms of this Agreement, hire or engage others as employees or subcontractors (“Personnel”) to perform all or some of the Services, provided any such employees or subcontractors meet all the requirements applicable to you including, but not limited to, accepting the terms of this Agreement, and separately completing the process to receive Delivery Opportunities. You will be solely responsible for the direction and control of the Personnel and assume full and sole responsibility for the payment of all amounts due to their Personnel for work performed in relation to this Agreement. Byppo will have no responsibility for any wages, benefits, expenses, or other payments due your Personnel. If you hire or employ any Personnel to perform the Services, such Personnel must satisfy and comply with the terms of this Agreement, which you will make enforceable by written agreement between yourself and such Personnel. A copy of the written agreement must be provided to Byppo at least five days in advance of such Personnel performing the Services. 
     

13. Confidentiality: The Delivery App, Platform, and other software used by Byppo as well as all of Byppo’s marketing and client relationship information are trade secrets or confidential or proprietary information and will be held in confidence by you and will not be disclosed or used except to the extent necessary for the performance of the Services. You will protect the privacy of Byppo customers by not disclosing to any third party the name, address, contact or order information of any Byppo customer. You acknowledge that a Byppo customer will have access to your name and contact information as a result of information disclosed in through the delivery process.
    
    No portion of the Delivery App or Platform may be reproduced in any form or by any means. You agree that you will not use, rent, sell, or otherwise transfer to any third party any of the names or other personal information of any customers or any of Byppo’s intellectual property rights in any manner, Your obligations under this provision shall remain effective and enforceable for three (3) years subsequent to any termination of this Agreement.
     

14. Indemnification: 
     

    1. Byppo Indemnification: Byppo agrees to indemnify, protect and hold you harmless from any and all claims, demands, damages, suits, losses, liabilities, and causes of action arising directly from Byppo’s failure to meet its obligations under this Agreement. 

    2. ​Contractor indemnification: You agree to indemnify, protect and hold harmless Byppo, including all parent, subsidiary and/or affiliated companies, as well as successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising from your performance or non-performance of delivery services under this Agreement, including personal injury or death to any person, as well as any liability arising from your failure to comply with the terms of this Agreement. The indemnification obligations shall include the cost of defense, including attorneys' fees, as well as the payment of any final judgment or settlement agreed upon by Byppo.  If your delivery includes campus deliveries to University students from a University-based Vendor, your indemnification obligation includes the University and any independent food service organization that is responsible for the University Vendor
        

15. Waiver of Liability: Neither Byppo nor any University or University-affiliated organization shall have any liability for any injury, damage, or other physical or economic harm incurred by you in the course of your services under this Agreement, except for any injury or harm caused directly by the negligence of Byppo or the University or University-affiliated organization.
     

16. Arbitration: 
     

    1. Dispute resolution: Any and all disputes between Byppo and you arising out of or related to this Agreement will be resolved by arbitration through the American Arbitration Association unless the parties agree in writing to an alternative method of dispute resolution. 

    2. Informal Effort to Resolve: Inasmuch as a good-faith informal efforts to resolve disputes often can result in a mutually beneficial outcome, Byppo and you agree that, before either party demands arbitration against the other, we will personally meet and confer in a good-faith effort to resolve informally any claim. 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 30 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. Engaging in an informal dispute resolution conference is a requirement that must be fulfilled before commencing arbitration.  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.

    3. Notice of arbitration: If, following the informal resolution process, either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought and (4) the amount in controversy. 

    4. Waiver of class action: Byppo and you each waive any right to have any dispute or claim brought, heard or arbitrated as, or to participate in, a class action, collective action and/or representative action, and an arbitrator shall not have any authority to hear or arbitrate any class, collective or representative action, or to award relief to anyone but the individual party in arbitration. Any claim that all or part of this waiver is unenforceable, unconscionable, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. If there is a final judicial determination that all or part of the waiver is unenforceable, the class, collective, and/or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the waiver that is enforceable shall be enforced in arbitration. For sake of clarification only, nothing in this paragraph shall be construed to prohibit settlements on a class-wide, collective, and/or representative basis.

    5. Administrative claims: Nothing in this Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission or any other federal, state, or local agency. Byppo will not retaliate against you for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under Section 7 of the National Labor Relations Act. 

    6. Opt-out: Arbitration is not a mandatory condition of this Agreement. You may elect to opt-out of the arbitration provisions set forth in this Item. In order to opt-out, you must notify Byppo in writing of your decision to opt-out by sending Byppo a written notice within 30 days of the effective date of this Agreement, otherwise, you shall be deemed to have agreed to these arbitration provisions. 
        

17. Termination: Either party may terminate this Agreement with or without cause at any time. Termination will be effected by written notice to the other party. All rights and actions that accrued against either party prior to the termination date shall remain effective and enforceable. Upon termination, you will promptly return to Byppo any and all signage, marketing materials, and other items given to you by Byppo. 
     

18. Amendments: This Agreement may be amended from time to time by Byppo. Byppo will provide you with notice of any amendment no less than three (3) days prior to the effective date of the amendment. You have the right to object in writing, by notice to Byppo, to any amendment and to terminate this Agreement prior to the amendment becoming effective. If you fail to object within the three (3) days following notice to you of any amendment, your continued access to and use of Byppo’s Platform will constitute acceptance of the revised Agreement.
     

19. Additional Provisions:
     

    1. Entire Agreement: This Agreement shall constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement.

    2. Non-Transferability: This Agreement may not be assigned or otherwise transferred by you to any other person without Byppo’s prior written consent.  

    3. Non-Waiver: The failure of either party to insist upon a strict performance of the terms of this Agreement shall not be construed as a waiver or relinquishment of such term and such term shall continue in fullforce and effect.

    4. Governing Law: The interpretation and application of this Agreement, and any dispute thereunder, shall be governed by the laws of the state of Florida.
        

20. Notices: Unless you are advised in writing of an alternative address, any notices to be served by you on Byppo under this Agreement or otherwise shall be sent by first class mail to:

Victoria Liu

Byppo Technologies, LLC

747 SW 2nd Avenue

IMB#54/Suite 271

Gainesville Florida  32601

 

Any notice served by Byppo on you under this Agreement shall be sent by first-class mail to the address you provided on your Independent Contractor Application Form unless Byppo is advised in writing of an alternative address.

 

 

__________________________

Byppo Technologies, LLC

By: Victoria Liu, Manager

 

Addendum 1 - Attachment     Addendum 2 - Attachment