Last Revised: 12/14/2023
This Agreement for independent contractors, also known as Delivery Professionals to Engage GoShare For Its Services (this “Agreement”) constitutes a binding contract between you (“you”, “Delivery Professional”, “Contractor“) and GoShare, Inc. (“GoShare”, “us”, or “we”) governing your use of the Service for marketing, sales, and other services for delivery service entrepreneurs.
Capitalized terms used but not defined in this Agreement have the meaning specified in the EULA. The parties hereby agree as follows:
1. GoShare Services. GoShare will make commercially reasonable efforts to provide the following services to you (the “GoShare Services”):
a. Site Listing. GoShare may list your services via the GoShare Service, which may include your biography and other information provided by you and approved by GoShare. GoShare will share your first name and phone number with Customers.
b. Engagement Service. GoShare will provide a Web and mobile based engagement system via the Service, through which Customers that use the Service can engage you to perform a Project. You may accept, reject, or ignore any available Project within the days, times, and locations for which you have indicated you have availability to complete Projects (“Availability”) at your sole discretion.
c. Record Keeping Service. For payment processing and administrative purposes, GoShare will maintain general records of Projects performed by you for Customers.
d. Administrative, Management, and Technology Services. GoShare will provide miscellaneous administrative and management services to facilitate your business, including the technology and operations necessary to communicate with you and your Customers.
f. Customer Service. GoShare will provide operators to field your Customers’ complaints, communicate with you, and refund requests as appropriate.
g. Active Delivery Professional. An Active GoShare Delivery Professional is an independent contractor who is authorized to receive Projects through the GoShare Service. GoShare reserves the right to deactivate your account for violating the terms of this agreement including our Delivery Pro Dealbreakers or our Anti-Sexual Harassment and Anti-Discrimination Policy
2. Exclusions from the Service. The Service only relates to the GoShare Services described above. The Service does not include anything related to picking-up or delivering objects. You are solely responsible for all of your own tools, equipment, training, licensing, materials or requirements related to picking up and delivering cargo in connection with Projects. GoShare is not, and will not be, responsible for any liability arising out of the pick-up or delivery services you provide, including, but not limited to, injuries to Customers or traffic accidents occurring during a Project. GoShare will also not have any input into your work schedule, time off, or other control over your performance of your work. The Service is not available to any person previously removed from The Service by GoShare.
3. Your Responsibilities. You will supply GoShare with a copy of your current driver’s license, other applicable licenses, and any relevant professional certifications. If you elect to use a Car (as defined below) to perform Projects, we may also ask you to provide additional information. You may be required to provide other information we need in order to verify your identity or capacity as an independent delivery professional with your own business. You represent that all information you provide is accurate and complies with relevant law, and, during the term of this Agreement, will immediately notify GoShare of any change in contact, certification, licensing, or insurance information. You assume complete responsibility for all services provided to each Customer and for compliance with all laws, regulations, hours of service, and standards pertaining to your services. You represent that you are (a) free to enter into this Agreement and perform each of its terms, (b) not restricted (contractually or otherwise) from entering into and performing this Agreement, and (c) not subject to, and will immediately notify GoShare of, any suit, action, claim, arbitration, or legal, administrative, or other proceeding, or government or professional investigation, pending or threatened or affecting your ability to perform services under this Agreement.
a. As an independent delivery professional partnering with GoShare, you acknowledge and agree to maintain your vehicle to ensure the safe transportation of cargo and the timely completion of deliveries. This includes regular inspections, adherence to recommended maintenance schedules, and the implementation of necessary repairs or upgrades to maintain the optimal working condition of your vehicle. You further understand that any negligence or failure to properly maintain your vehicle may result in potential damage to the cargo or delays in the delivery process. By committing to these obligations, you demonstrate your dedication to providing exceptional service and upholding the high standards of GoShare’s customer-centric approach to last mile delivery.
4. Projects; Payment
a. Projects. If a Project becomes available in your Availability, you may be notified of the opportunity via the Service. If you accept a Project, and your acceptance is confirmed by GoShare, you will notify GoShare, through the functionality provided via the Service, when you arrive at the Project, when you start the Project and when the Project is completed to enable GoShare to perform the GoShare Services, including payment processing. The Project will begin when Delivery Professional begins loading cargo and the Project will end once Delivery Professional has safely unloaded all cargo and confirmed the GoShare Fee is correct through the functionality provided via the Service. GoShare is not responsible for any actions performed by Delivery Professional that occur after the Project is complete. All Delivery Professionals within the applicable zone of service may get the opportunity to accept the Project. The first Delivery Professional to respond with acceptance of the available Project and to have that response confirmed by GoShare will be confirmed as the provider of that Project.
b. Payment. The Projects that you will be notified of via the Service are those for Customers who have agreed to accept the fees calculated by the Service based on the specific Project details submitted by the applicable Customer (the “Base Fee”). You may receive reimbursed fees or gratuities from Customers. You are responsible for any expenses incurred in the normal course of completing your Project, not including any road tolls that are incurred from the pickup address to the drop off address which you may submit to GoShare to be reimbursed for. On a weekly basis, GoShare will transfer to you, through the payment account you specify via the Service, the Base Fee for all eligible Projects completed during the prior week, less the charge for your use of the Service, which will be set forth on the Service (the “GoShare Fee”).
c. Expenses. Except as otherwise specifically provided herein, you and GoShare will each bear your own expenses relating to this Agreement and performance under this Agreement.
d. Claims. If a claim is filed against you with GoShare’s insurance provider or GoShare is otherwise required to pay for damages caused by you, in GoShare’s sole discretion, GoShare may charge you any or all of the deductible or other out-of-pocket expenses GoShare is required to pay as a result of that claim.
e. Cancellations. If a Delivery Professional cancels 2 or more projects they have accepted or does not show up to complete 1 or more projects as scheduled, GoShare may at its discretion impose penalties and fines that include: (a) temporary suspension of your GoShare account; (b) monetary fines not to exceed $30 per cancellation and $50 per no show occurrence; (c) permanent deactivation of your GoShare account. Monetary fines will be due the same day of the cancellation. GoShare is authorized to collect these fines by charging the credit card on file or deducting from future payments for Services provided to GoShare customers. Learn more about our driver cancellation policy.
f. Nonpayment/Disputes. If a customer disputes the Project being complete, disputes the cost of service as reported by you or any other fees that a Delivery Professional has submitted to GoShare, the payment to you may be temporarily withheld pending the outcome of an investigation by GoShare to determine if the fees are appropriate. If GoShare determines that the fees are accurate GoShare will attempt to collect any fees owed by the customer. In the event that a customer refuses to pay the Fees, GoShare will pay the Delivery Professional(s) the amount owed up to $500 per professional, per project. These payments may be issued through our automatic direct deposit, or manually, through PayPal, Zelle or a paper check. In order to receive a payment in this scenario, the following conditions must be met. (1) Delivery Professional must provide valid proof of delivery, including a signed bill of lading or an image of the delivered item at the drop off location after the project is complete. An image of the item in the vehicle is not acceptable. (2) There can be no pending damage claims or damage claims settled in the customer’s favor on the Project. If a damage claim is settled in the Delivery Professionals favor, you are eligible for payment. (3) No fraudulent manipulation of the final price, including running the clock to increase overtime pay or adding unnecessary fees. (4) No platform rules were violated during the Project, including our zero-tolerance harassment policy or accepting off-platform payments for GoShare projects. (5) Project must have been booked on or after March 1, 2021. We are unable to provide payment protection retroactively for past projects. (6) This policy does not apply to tips or Projects that are canceled or not completed. Delivery Pros may be eligible for cancellation fees in the event of a canceled project.
5. Representations and Warranties; Indemnity. You represent, warrant, and covenant to GoShare that: (a) you are at least 18 years of age; (b) you possess a valid driver’s license and are authorized to operate a motor vehicle; (c) you own, or have the legal right to operate, the motor vehicle(s) or bicycle(s) you intend to use or do actually use for Projects (each, a “Car”), and maintain all legally mandated registrations and insurances for such vehicle; (d) in the event of any claim or accident, you will be solely responsible for reporting that accident in compliance with applicable law and your insurance policy; (e) you are solely responsible for any and all liability that results from or is alleged as a result of the operation of the Car you use during a Project, including, but not limited to personal injuries, death, and property damage; (f) if you lift or otherwise move any Item, you do so at your own risk and GoShare has no liability for any claim, loss, or damage related thereto; (g) you will not make any representations regarding GoShare or the Service; (h) you will not, under any circumstances transport any items that would violate local or federal laws (i) you will not discriminate or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation in violation of any applicable law, rule or regulation. You will indemnify GoShare from and against any damages resulting from your performance of Projects, including any personal injury, property damage, or death.
6. Your Business. You affirm, under penalty of perjury, that you operate a licensed pick-up and delivery business and had clients for whom you performed pick-up and delivery prior to entering into this Agreement.
7. Confidential Information. Contractor acknowledges that it will receive certain technical, business, and economic information which GoShare deems proprietary and confidential, including any and all information or data, whether in oral, audio, visual, written or other form, communicated to Contractor which is either identified as confidential or which by its nature is generally considered proprietary and confidential, regardless of whether such information is specifically labeled as such (collectively, “Confidential Information”). Confidential Information includes, without limitation: (i) information and data concerning GoShare’s business; (ii) financial information that has not been disclosed publicly by GoShare; (iii) customer names, addresses, and contact persons; (iv) rates, rating methods, and billing practices; (v) vendors names, addresses, and contact persons; (vi) marketing and financial plans; (vii) the names, addresses, and information pertaining to GoShare employees or other contractors; and (viii) methods, formulae, systems, data, processes, designs, technology, tables, calculations, letters, agreements, documents, and know-how.
a. Contractor agrees that it shall maintain the confidentiality of all Confidential Information it receives or otherwise obtains and that it shall not disclose such information or transmit any documents or copies containing such information to any other party, except as permitted under the terms of this Agreement. Contractor shall use at least that standard of care with respect to protecting the Confidential Information that it accords its own proprietary and confidential information, but not less than a reasonable degree of care.
b. Contractor further agrees that at no time shall it use or knowingly permit any other person or entity to examine, use, derive any benefit from, or otherwise exploit the Confidential Information without GoShare’s prior written consent or as permitted under the terms of this Agreement. Contractor shall not disclose any Confidential Information to anyone other than Contractor’s employees, agents, and representatives authorized by GoShare: (i) who have a reasonable need-to-know such Confidential Information in connection with the business relationship or transaction to which this Agreement relates, (ii) who have been advised of the confidential nature of the information, and (iii) who have agreed to be bound by the terms of this Agreement. Contractor shall be responsible for any breach of this Agreement by its employees, agents, and representatives.
c. The duty of non-disclosure shall not apply to information when: (i) such information was in the public domain at the time it was communicated to Contractor or subsequently enters the public domain through no fault of Contractor; (ii) Contractor can prove such information was independently developed by Contractor or was already known to Contractor at the time of receipt; (iii) such information was communicated rightfully to Contractor free of any obligation of nondisclosure and without restriction as to use; or (iv) such information is required to be disclosed by Contractor pursuant to judicial order or other compulsion of law, provided that Contractor shall provide to GoShare prompt notice of any such order and comply with any protective or similar order imposed on such disclosure. In the event of unauthorized disclosure of Confidential Information by Contractor, Contractor shall bear the burden of proof of demonstrating that the information falls under one of the above-described exceptions.
d. The purpose of this Agreement and its confidentiality and non-disclosure obligations is to protect GoShare from harm through misappropriation of its trade secrets, proprietary information, and materials, and other forms of unfair competition. Nothing in this agreement prohibits Contractor from reporting an event that Contractor reasonably and in good faith believes is a violation of law to the relevant law-enforcement agency, or from cooperating in an investigation conducted by such a government agency. This may include disclosure of trade secret or confidential information within the limitations permitted by the Defend Trade Secrets Act (DTSA). Contractor is notified that under the DTSA, no individual will be held criminally or civilly liable under Federal or State trade secret law for disclosure of a trade secret (as defined in the Economic Espionage Act) that is: (A) made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law; or, (B) made in a complaint or other document filed in a lawsuit or other proceeding (including arbitration), if such filing is made under seal so that it is not made public. Further, an individual who pursues a claim for retaliation for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by order of a court of competent jurisdiction or an arbitrator presiding in a dispute between Contractor and GoShare.
e. Unless specified below or otherwise agreed in writing by GoShare, Contractor shall use the Confidential Information solely in connection with its performance of Services contemplated by this Agreement and for no other purpose(s).
f. All Confidential Information shall remain the exclusive property of GoShare, and nothing in this Agreement shall be deemed to grant Contractor any rights in or to the Confidential Information, or any part thereof.
g. Contractor shall not make copies of any Confidential Information, except as may be strictly necessary to carry out the purposes stated herein. Contractor agrees that any copies made shall bear a clear stamp or legend indicating their confidential nature. Contractor agrees not to remove, overprint, or deface any notice of copyright, trademark, logo, or other notices of ownership from any originals or copies of Confidential Information.
h. Upon completion of the purposes stated above, termination of the contractor relation with GoShare, or upon GoShare’s earlier request, Contractor shall promptly return all materials incorporating Confidential Information and all copies of the same, and shall cause any third parties to whom disclosure was made to do the same, except any third parties expressly authorized to possess such materials.
i. Nothing in this Agreement shall be deemed to permit access by Contractor’s affiliates to Confidential Information provided pursuant to the terms of this Agreement without GoShare’s prior written consent. An “affiliate” is any entity which controls, is controlled by, or is under common control with Contractor. For purposes of this definition, an entity shall be deemed to control another entity if it owns or controls, directly or indirectly, more than fifty percent (50%) of the voting equity or assets of the other entity (or other comparable ownership interest for any entity other than a corporation).
j. In providing Confidential Information hereunder, GoShare makes no representation, express or implied, as to its adequacy, sufficiency, or freedom from defect of any kind, including freedom from any patent infringement that may result from the use of such Confidential Information provided hereunder.
k. In the event of Contractor’s breach of this Confidentiality and Non- Disclosure Provision, GoShare shall have the right to: (a) demand the immediate return of all Confidential Information; (b) recover its actual damages incurred by reason of such breach, including, without limitation, its attorneys’ fees and costs of suit; (c) obtain injunctive relief to prevent such breach or to otherwise enforce the terms of this Agreement (as more specifically described in the Arbitration Provision, as addressed below); and (d) pursue any other remedy available at law or in equity.
8. Nature of Relationship. Neither this Agreement, GoShare’s provision of the Services and performance of the GoShare Services, nor your performance of Projects will create an association, partnership, joint venture, or relationship of principal and agent, master and servant, or employer and employee, between you and GoShare. You will be solely responsible for all tax withholding or payment in connection with the fees paid to you by GoShare.
9. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, GOSHARE’S LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE GOSHARE FEES RETAINED UNDER THIS AGREEMENT.
10. Termination. Either party may terminate this Agreement by giving the other party notice. Notwithstanding the foregoing, Sections 5 – 13 and any liabilities or payment obligations that have accrued prior to termination will survive termination.
11. Changes. Except for changes in the calculation of Base Fees and GoShare Fees (which GoShare may, in its sole discretion, amend from time to time), changes to this Agreement will be binding upon a party who confirms that change in writing, including via electronic mail, if that writing specifically refers to this Agreement.
12. Dispute Resolution. All disputes under this Agreement must be resolved in accordance with the dispute resolution provisions set forth in the EULA. In the interest of resolving disputes between you and the GoShare in the most expedient and cost effective manner, you and GoShare agree that any dispute arising out of or in any way related to this EULA or your use of the Service will be resolved by binding arbitration.
a. Indemnification. You will indemnify and hold the GoShare Parties harmless from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses (including reasonable legal fees) arising out of or resulting from (i) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from your acts or omissions, (ii) your breach of any representation or warranty in this Agreement, (iii) any negligent, reckless or intentionally wrongful act by you or your assistants, employees, contractors or agents, (iv) a determination by a court or agency that the you are an employee of GoShare or a Customer, or (v) any claim by a Customer arising from or related to your or your assistants, employees, contractors or agents services for such Customer.
c. Amendment; Waiver. Except as expressly provided in this Agreement, this Agreement may be amended only by a written agreement signed by both parties. A provision of this Agreement may be waived only by a written instrument executed by the party entitled to the provision’s benefit. GoShare’s failure or delay in the exercise of any power or right under this Agreement will operate as a waiver thereof. No single or partial exercise of any right or power under this Agreement will operate as a waiver of any right or power. GoShare’s waiver of a breach of any provision of this Agreement will not operate or be construed as a waiver of any other or subsequent breach of this Agreement.
d. Severability. Except as expressly provided in this Agreement, if any provision of this Agreement is deemed unlawful, void, or for any reason unenforceable, then that provision will be severable from the remainder of this Agreement and will not affect the validity and enforceability of any remaining provisions.
e. Assignment. You may not assign this Agreement or any of the rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law, or otherwise, without GoShare’s prior written consent. GoShare may assign this Agreement without your prior written consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns. Any assignment in violation of this section is void.
f. No Agency. No joint venture, partnership, employment, or agency relationship exists between you and GoShare as a result of this Agreement or use of the Service.
g. Headings. Headings are for convenience only, do not constitute a part of this Agreement, and will not be deemed to limit or affect any provision of this Agreement.
h. Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.
Published: October 12, 2006
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