Independent Contractor Agreement for Delivery Professionals to Engage GoShare For Its Services

Last Revised: 4/11/2023

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”) and GoShare, Inc. (“GoShare”, “us”, or “we”) governing your use of the Service for marketing, sales, and other services for delivery service entrepreneurs.

Delivery Professional hereby agrees: (a) to engage GoShare to provide the GoShare Services; (b) to comply with this Agreement; and (c) that Delivery Professional has read, understands, and agreed to (i) the GoShare End User License Agreement and Terms of Service located at www.goshare.co/terms-of-service (“EULA”), and (ii) the GoShare Privacy Policy located at www.goshare.co/privacy-policy (“Privacy Policy”), each of which are incorporated into this Agreement by reference. To the extent there is a conflict between this Agreement and the Privacy Policy or EULA, this Agreement will govern with respect to such conflict.

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 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.

e. Billing Service. GoShare will provide an online billing and payment system for you to bill your Customers. GoShare uses Routable, Inc. (“Routable”) to process payments from a Customer to a Delivery Professional. Routable receives personally identifiable information from the Customer about the Delivery Professionals that they pay. Routable also receives personally identifiable information directly from the Delivery Professional and the Delivery Professional’s financial institution. By using the GoShare Service, you, the Delivery Professional, direct and authorize us to transfer your personal and financial information to Routable. You direct and authorize Routable to transfer your personal and financial information to the relevant financial institution. Your personal and financial information will be transferred, stored, and processed by GoShare in accordance with the GoShare Privacy Policy, and by Routable in accordance with the Routable Privacy Policy. You agree that the Routable’s Terms of Service apply to your use of the Routable payment processing services.

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.

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. You must keep GoShare’s confidential information absolutely confidential, except as required or provided by law, including but not limited to information about other users of the Service, Items, photos relating to the Service or Customers, and GoShare’s business model. This section does not apply to information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by GoShare; (b) becomes publicly known and made generally available after disclosure by GoShare to you through no action or inaction on your part, (c) is already in your possession at the time of disclosure, as shown by your files and records; or (d) is obtained by you from a third party without a breach of the third party’s obligations of confidentiality.

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.

13. Miscellaneous

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.

b. Entire Agreement. This Agreement, together with the Privacy Policy and the EULA, which are expressly incorporated by reference herein, are the entire and exclusive understanding and agreement between you and GoShare regarding the Service, and supersedes all previous communications, representations, understandings and agreements, either oral or written, between you and GoShare with respect to your use of the Service. You acknowledge that no statements, representations, warranties, or covenants have been made to you or upon which you have relied that are not set forth in this Agreement, Privacy Policy, or EULA.

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

This license governs use of the accompanying software. If you use the software, you accept this license. If you do not accept the license, do not use the software.

Definitions

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Grant of Rights
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MinGW License

MinGW runtime.

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Permission is hereby granted, free of charge, to any person obtaining a copy of this <identify software subject to MIT License> software and associated documentation files (the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions: The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

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NON-DISCLOSURE AND DISPUTE RESOLUTION AGREEMENT

IMPORTANT: Please review this Agreement carefully. This Agreement is a binding contract that addresses important legal issues. Entering into the Agreement, including the Arbitration Provision in Section II below, will affect your legal rights. It is your sole responsibility to read and understand this Agreement and its Arbitration Provision, WHICH REQUIRES THE PARTIES TO RESOLVE ALL DISPUTES ON AN INDIVIDUAL BASIS IN FINAL AND BINDING ARBITRATION TO THE FULLEST EXTENT PERMITTED BY LAW, UNLESS YOU OPT OUT OF ARBITRATION AS PROVIDED IN THE ARBITRATION PROVISION. The Arbitration Provision shall be governed exclusively by the Federal Arbitration Act (“FAA”); however, if it is determined that the FAA does not apply to the Arbitration Provision, and you perform Services contemplated by this Agreement in South Carolina, then THE SOUTH CAROLINA UNIFORM ARBITRATION ACT SHALL APPLY. You are free to seek assistance or advice from an advisor of your choice before entering into the Agreement if you so choose.

This NON-DISCLOSURE AND DISPUTE RESOLUTION AGREEMENT (“Agreement”) is made and entered into by and between Walmart Inc. (“Walmart”) and you (“Contractor” or “You”), an independent contractor engaged in the business of performing the Services contemplated by this Agreement. By entering into this Agreement, You acknowledge that You have read, understood, and voluntarily accept the terms of this Agreement and intend to be bound by this Agreement. This Agreement is effective as of the date and time you accept it.

RECITALS

Walmart is a retail company that seeks to connect independent individuals and entities in the delivery business with Walmart customers to facilitate the delivery of goods purchased by customers and other tasks for customers (collectively, “Services”).

Contractor is an independent business providing Services, authorized and able to satisfy any and all legal requirements necessary to perform the services contemplated by this Agreement in the geographic location(s) in which Contractor operates.

Contractor represents that Contractor lawfully possesses all equipment, insurance, permits, and licenses necessary to perform Services in accordance with all applicable laws, and desires to receive opportunities to perform deliveries.

Contractor acknowledges and agrees that this Agreement is between independent businesses that are separately owned and operated; that the Parties have the relationship of principal and independent enterprise/contractor, not that of employer and employee; and that neither Party shall have the right to bind the other by contract (or otherwise) except as specifically provided in this Agreement.

In the process of performing deliveries, Contractor will be given or provided access to Walmart’s confidential and proprietary information, which Contractor will hold in confidence consistent with the terms of this Agreement.

If a dispute arises between the Parties that cannot be resolved informally, Contractor and Walmart desire to resolve the dispute solely through final and binding arbitration on an individual basis to the fullest extent permitted by law, unless Contractor timely opts out of arbitration, as further detailed in the Arbitration Provision below.

In consideration of these recitals and of the mutual promises below, the Parties agree as follows:

1 TERMS I. CONFIDENTIALITY AND NON-DISCLOSURE

CONFIDENTIAL INFORMATION: Contractor acknowledges that it will receive certain technical, business, and economic information which Walmart 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 Walmart’s business; (ii) financial information that has not been disclosed publicly by Walmart; (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 Walmart employees or other contractors; and (viii) methods, formulae, systems, data, processes, designs, technology, tables, calculations, letters, agreements, documents, and know-how.
NON-USE AND NON-DISCLOSURE:
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.
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 Walmart’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 Walmart: (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.

iii. 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 Walmart 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.

The purpose of this Agreement and its confidentiality and non-disclosure obligations is to protect Walmart 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 Walmart.
LIMITATION ON USE: Unless specified below or otherwise agreed in writing by Walmart, Contractor shall use the Confidential Information solely in connection with its performance of Services contemplated by this Agreement and for no other purpose(s)
OWNERSHIP AND IMPLIED RIGHTS: All Confidential Information shall remain the exclusive property of Walmart, and nothing in this Agreement shall be deemed to grant Contractor any rights in or to the Confidential Information, or any part thereof.
RESTRICTIONS ON COPYING: 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.
RETURN OF MATERIALS: Upon completion of the purposes stated above, termination of the contractor relation with Walmart, or upon Walmart’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.
AFFILIATES: 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 Walmart’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).
SECURITIES LAWS: Contractor hereby acknowledges that it is aware, and agrees that it will advise those persons who are informed about the matters that are the subject of this Agreement, that federal and state securities laws prohibit any person who has received material, non-public information concerning Walmart, including, without limitation, the matters that are the subject of this Agreement, from purchasing or selling securities of Walmart or from communicating that information to any other person who may purchase or sell or otherwise violate such laws. Contractor agrees to abide by the terms of Walmart’s Insider Trading and Confidentiality Policy and Procedure memorandum, distributed to Contractor on or before the date of this Agreement.
NO REPRESENTATION: In providing Confidential Information hereunder, Walmart 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.
BREACH: In the event of Contractor’s breach of this Confidentiality and Non- Disclosure Provision, Walmart 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.
DISPUTE RESOLUTION (“ARBITRATION PROVISION”)
ARBITRATION OF CLAIMS: The Parties expressly agree that this Arbitration Provision is governed exclusively by the Federal Arbitration Act , 9 U.S.C. §§ 1-16 (“FAA”), and evidences a transaction involving commerce, and Contractor agrees that this is not a contract of employment involving any class of workers engaged in foreign or interstate commerce within the meaning of Section 1 of the FAA. The validity, interpretation, and enforcement of this Arbitration Provision shall be governed by the FAA even if Claimant and/or Walmart are otherwise exempt from the FAA. The provisions of this Arbitration Provision shall remain in force after the Parties’ contractual relationship ends. Except as it otherwise provides, this Arbitration Provision is intended to apply to the resolution of all disputes between the Parties, and requires all such disputes to be resolved on an individual basis and only by an arbitrator through final and binding arbitration and not by way of a court or jury trial, nor a proceeding before any other governmental body, and not by way of a class, collective, mass, or representative action or proceeding.
State Arbitration Acts: As stated above, the Parties expressly agree that this Arbitration Provision is governed exclusively by the FAA, and it is the Parties’ express intent that this Arbitration Provision shall be enforceable to the fullest extent of law even if it is determined that the FAA does not apply. Moreover, if, and only if, it is determined that the FAA does not apply to this Arbitration Provision, the arbitration laws of the State(s) in which Contractor performed Services contemplated by this Agreement shall apply. Specifically, the Parties agree that:
If Contractor performed Services contemplated by this Agreement in Alabama, then the Alabama Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Alaska, then the Alaska Revised Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Arizona, then the Arizona Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Arkansas, then the Arkansas Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in California, then the California Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Colorado, then the Colorado Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Connecticut, then the Connecticut Revised Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Delaware, then the Delaware Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in the District of Columbia, then the District of Columbia Revised Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Florida, then the Revised Florida Arbitration Code shall apply;

If Contractor performed Services contemplated by this Agreement in Georgia, then the Georgia Arbitration Code shall apply, and the initial requirement set forth in OCGA § 9-9-2(c)(9), to the extent it applies, shall be satisfied by Contractor’s acceptance of this Arbitration Agreement;

If Contractor performed Services contemplated by this Agreement in Hawaii, then the Hawaii Revised Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Idaho, then the Idaho Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement i\n Illinois, then the Illinois Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Indiana, then the Indiana Uniform Arbitration Act shall apply

If Contractor performed Services contemplated by this Agreement in Iowa,
then the Iowa Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Kansas, then the Kansas Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Kentucky, then the Kentucky Uniform Arbitration Act shall apply;
If Contractor performed Services contemplated by this Agreement in Louisiana, then the Louisiana Binding Arbitration Law shall apply;

If Contractor performed Services contemplated by this Agreement in Maine, then the Maine Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Maryland, then the Maryland Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Massachusetts, then the Massachusetts Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Michigan, then the Michigan Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Minnesota, then the Minnesota Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Mississippi, then the Mississippi Arbitration Act shall apply;
If Contractor performed Services contemplated by this Agreement in Missouri, then the Missouri Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Montana, then the Montana Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Nebraska, then the Nebraska Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Nevada, then the Nevada Uniform Arbitration Act of 2000 shall apply;

If Contractor performed Services contemplated by this Agreement in New Hampshire, then N.H. Rev. Stat. Ann. § 542:1 shall apply.

If Contractor performed Services contemplated by this Agreement in New Jersey, then the New Jersey Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in New Mexico, then the New Mexico Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in New York, then the New York Civil Practice Law & Rules § 7501 et seq. Shall apply;

If Contractor performed Services contemplated by this Agreement in North Carolina, then the North Carolina Revised Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in North Dakota, then the North Dakota Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Ohio,then the Ohio Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Oklahoma, then the Oklahoma Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Oregon, then the Oregon Arbitration Act shall apply, and Contractor agrees to the following: I acknowledge that I have received and read or have had the opportunity to read this arbitration agreement. I understand that this arbitration agreement requires that disputes that involve the matters subject to the agreement be submitted to mediation or arbitration pursuant to the arbitration agreement rather than to a judge and jury in court.

If Contractor performed Services contemplated by this Agreement in Pennsylvania, then the Pennsylvania Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Puerto Rico, then the Puerto Rico Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Rhode Island, then the Rhode Island Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in South Carolina, then the South Carolina Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in South Dakota, then the South Dakota Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Tennessee, then the Tennessee Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Texas,then the Texas Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Utah, then the Utah Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Vermont, then the Vermont Arbitration Act shall apply, and Contractor agrees to the following ACKNOWLEDGMENT OF ARBITRATION:

I understand that this agreement with Walmart contains an agreement to arbitrate. After accepting this document, I understand that I will not be able to bring a lawsuit concerning any dispute that may arise which is covered by the arbitration agreement, unless it involves a question of constitutional or civil rights. Instead, I agree to submit any such dispute to an impartial arbitrator.

If Contractor performed Services contemplated by this Agreement in Virginia, then the Virginia Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Washington, then the Washington Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in West Virginia, then the West Virginia Revised Uniform Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Wisconsin, then the Wisconsin Arbitration Act shall apply;

If Contractor performed Services contemplated by this Agreement in Wyoming, then the Wyoming Uniform Arbitration Act shall apply

Claims Covered By Arbitration Provision: Unless expressly limited below, the FAA and this Arbitration Provision shall exclusively govern the interpretation and enforcement of this Arbitration Provision, and shall apply to any and all disputes between the Parties regardless of whether brought by Walmart against Contractor or by Contractor against Walmart or any of its agents, employees, affiliates, successors, assigns, or subsidiaries (each of which are intended third party beneficiaries of this Arbitration Provision), including but not limited to: (1) disputes arising out of or related to this Agreement; (2) disputes arising out of or related to Contractor’s classification as an independent contractor; (3) disputes arising out of or related to the actual or any alleged relationship between Contractor and Walmart, including termination of the relationship, whether arising under federal, state, or local law; and (4) disputes arising out of or relating to Contractor’s performance of Services. This Arbitration Provision also applies, without limitation, to disputes regarding any city, county, local, state, or federal wage-and-hour law, employment law, trade secrets, unfair competition, compensation, meal or rest periods, expense reimbursement, uniform maintenance, training, termination, discrimination or harassment and claims arising under the Fair Credit Reporting Act, Defend Trade Secrets Act, Title VII of the Civil Rights Act of 1964, 42 U.S.C. §1981, the Rehabilitation Act, the Civil Rights Acts of 1866 and 1871, the Civil Rights Act of 1991, 8 U.S.C. § 1324b (unfair immigration related practices), the Pregnancy Discrimination Act, Equal Pay Act, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non- Discrimination Act, Uniformed Services Employment and Reemployment Rights Act, Worker Adjustment and Retraining Notification Act, Older Workers Benefits Protection Act of 1990, Occupational Safety and Health Act, Consolidated Omnibus Budget Reconciliation Act of 1985, False Claims Act, state or local statutes or regulations addressing the same or similar subject matters, and all other federal, state, or local statutory and legal claims (including without limitation torts) arising out of or relating to Contractor’s relationship with Walmart or the termination of that relationship.

iii. Delegation Clause: Only an arbitrator, and not any federal, state, or local court or agency, shall have the exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability, or formation of this Arbitration Provision, including without limitation any dispute concerning arbitrability. However, the preceding sentence shall not apply to any dispute relating to or arising out of the Class Action Waiver and/or Representative Action Waiver—including, but not limited to, any claim that all or part of the Class Action Waiver and/or Representative Action Waiver is unenforceable, unconscionable, illegal, void, or voidable; that a breach of either such Waiver has occurred; or that arbitration has been sought in a manner that violates the individual arbitration requirement in the Class Action Waiver and Representation Action Waiver—which must proceed in a court of competent jurisdiction and cannot be heard or arbitrated by an arbitrator. Moreover, all disputes relating to or arising out of whether either Party has satisfied the condition precedent of engaging in a pre-arbitration informal telephonic dispute resolution conference discussed below, shall be decided only by a court of competent jurisdiction and not by an arbitrator. The Parties agree that any and all due dates for arbitration fees shall be tolled while the Parties resolve a dispute relating to or arising out of the Class Action Waiver and/or Representative Action Waiver.

Third-Party Beneficiaries to Arbitration Provision: The Parties agree that any entity with whom Walmart or Contractor used to administer the relationship between the Parties or facilitate payment between Walmart and Contractor or Walmart and a third party, is an intended third party beneficiary of this Arbitration Provision
Limitations on Application of This Arbitration Provision: This Arbitration Provision does not apply to claims for workers compensation, state disability insurance, or unemployment insurance benefits. This Arbitration Provision does not prevent Contractor from filing unfair labor practice charges with the National Labor Relations Board (www.nlrb.gov). Walmart will not retaliate against Contractor for filing such a charge. Nothing in this Arbitration Provision prevents Contractor from making a report to or filing a claim or charge with a government agency, including without limitation the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Arbitration Provision prevents the investigation by a government agency of any report, claim, or charge otherwise covered by this Arbitration Provision. This Arbitration Provision also does not prevent federal administrative agencies from adjudicating claims and awarding remedies based on those claims,even if the claims would otherwise be covered by this Arbitration Provision. Nothing in this Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law or as required under this Agreement before bringing a claim in arbitration. Walmart will not retaliate against Contractor 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.
Additional Claims: A Party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy in accordance with applicable law, and any such application shall not be deemed incompatible with or waiver of this Arbitration Provision.
CLASS AND REPRESENTATIVE ACTION WAIVERS: Any dispute between the Parties shall be brought in arbitration on an individual basis only, and not on a class, collective, mass, or representative basis, or in any other manner that sacrifices the principal advantages of individual arbitration.
CLASS ACTION WAIVER: Any and all disputes or claims between the Parties shall be resolved only in individual arbitration. The Parties expressly waive the right to have any dispute or claim brought, heard, administered, resolved, or arbitrated as a class, collective, or mass action, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any class, collective, and/or mass action, or to award relief to anyone but the individual in arbitration (“Class Action Waiver”). Contractor and Walmart agree that the definition of a “class, collective, and/or mass action” includes, but is not limited to, instances in which Contractor is represented by a law firm or collection of law firms that has filed more than 25 arbitration demands of a substantially similar nature against Walmart within 180 days of the arbitration demand filed on Contractor’s behalf, and the law firm or collective law firm seeks to simultaneously or collectively administer and/or arbitrate all the arbitration demands in the aggregate. If more than 25 arbitration demands of a substantially similar nature are filed against Walmart by the same law firm or collection of law firms within 180 days of one another, each arbitration demand must be filed, administered, arbitrated, and resolved in an individual manner. This Class Action Waiver does not prevent Contractor or Walmart from participating in a classwide, collective, or mass settlement of claims.
REPRESENTATIVE ACTION WAIVER: Any and all disputes or claims between the Parties shall be resolved only in individual arbitration. The Parties expressly waive their right to have any dispute or claim brought, heard, administered, resolved, or arbitrated as a representative action, or to participate in any representative action, including but not limited to, claims brought under any state’s Private Attorneys General Act, and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer a representative action, or to award relief to anyone but the individual in arbitration (“Representative Action Waiver”). This Representative Action Waiver does not prevent Contractor or Walmart from participating in a class-wide, collective, or mass settlement of claims. Disputes regarding the nature of Contractor’s relationship with Walmart (including, but not limited to, any claim that Contractor is an employee of Walmart), as well as any claim that Contractor brings on its own behalf as an aggrieved worker for recovery of underpaid wages or other individualized relief (as opposed to a representative claim for civil penalties) are arbitrable and must be brought in arbitration on an individual basis only as required by this Arbitration Provision. Contractor agrees that any representative claim that is permitted to proceed in a civil court of competent jurisdiction must be stayed pending arbitration of Contractor’s dispute regarding the nature of Contractor’s relationship with Walmart and any claim that Contractor brings on its own behalf for individualized relief.
ARBITRATION PROCEDURE:
Informal Telephonic Dispute Resolution Conference: To expedite resolution and reduce the cost of a dispute, controversy, or claim between the Parties, the Parties agree to first engage in a good-faith effort to resolve any claim covered by this Arbitration Provision through an informal telephonic dispute resolution conference between Contractor and Walmart before commencing arbitration. The informal telephonic dispute resolution conference shall be individualized such that a separate conference must be held each time either Party intends to commence individual arbitration; multiple Contractors initiating claims cannot participate in the same informal telephonic dispute resolution conference. If either Party is represented by counsel, that Party’s counsel may participate in the informal telephonic dispute resolution conference, but the Party also must appear at and participate in the conference. The Party initiating the claim must give notice to the other in writing of its intent to initiate an informal telephonic dispute resolution conference. If Contractor is the initiating Party, it shall provide written notice to Walmart at [insert e-mail]. If Walmart is the initiating Party, it shall provide written notice to Contractor at the email address associated with Contractor’s account. The informal telephonic dispute resolution conference shall occur between thirty (30) and forty-five (45) days of the other Party receiving written notice, unless an extension is mutually agreed upon by the Parties. In the interval between the Party receiving notice and the informal telephonic dispute resolution conference, nothing in this Arbitration Provision or Agreement shall prohibit the Parties from engaging in informal communications to resolve the initiating Party’s claims. Engaging in an informal telephonic dispute resolution conference is a condition precedent that must be fulfilled before commencing individual arbitration. The statute of limitations and any arbitration fee deadlines shall be tolled while the Parties engage in the informal dispute resolution process required by this paragraph.
Making a Demand for Arbitration: Only after the Parties have engaged in a good-faith effort to resolve the dispute through an informal telephonic dispute resolution conference, and only if those efforts fail, either Contractor or Walmart may initiate arbitration by notifying the other Party in writing by hand or first-class mail within the applicable statute of limitations period. The demand for arbitration must include (1) the name, telephone number, mailing address, and email address of the Party seeking arbitration; (2) a statement of the legal claims asserted and the factual bases of those claims; and (3) a description of the remedy sought and an accurate, good-faith calculation of the amount in controversy (any request for injunctive relief or attorneys’ fees shall not count toward the calculation of the amount in controversy unless such injunctive relief seeks the payment of money); and (4) the original personal signature of the Party seeking arbitration (a digital, electronic, copied, or facsimile signature is not sufficient). If the Party seeking arbitration is represented by counsel, counsel must also provide an original personal signature on the demand for arbitration (a digital, electronic, copied, or facsimile signature is not sufficient). 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 (1) 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; (2) 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 (3) 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. Any demand for arbitration by Contractor must be delivered to Walmart to the Attention of the Legal Department, Walmart Inc., 702 Southwest 8th Street, Bentonville, Arkansas 72716. The Arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration.

iii. Arbitrator Selection: The Arbitrator shall be selected by mutual agreement of the Parties. Unless the Parties mutually agree otherwise, the Arbitrator shall be an attorney with experience in the law underlying the dispute or a retired federal or state judicial officer. If for any reason the Parties cannot agree to an Arbitrator, either party may apply to a court of competent jurisdiction under 9 U.S.C. § 5 for appointment of a neutral Arbitrator or arbitration provider. The court shall then appoint an Arbitrator, who shall act under this Arbitration Provision with the same force and effect as if the Parties had selected the Arbitrator by mutual agreement.

Rules of Arbitration: Once the Parties mutually agree upon a neutral Arbitrator or arbitration provider, or an Arbitrator or arbitration provider is appointed by a court of competent jurisdiction, then the ensuring arbitration shall proceed according to the rules agreed upon by the parties and the Arbitrator or arbitration provider, except that

(a) If a Party timely serves an offer of judgment under Federal Rule of Civil Procedure 68, or any other state-law equivalent, and the judgment that the other Party finally obtains is not more favorable than the unaccepted offer, then the other Party shall pay the costs, including filing fees, incurred after the offer was made

(b) The location of the arbitration proceeding shall be no more than 45 miles from the Walmart location in or nearest to the region in which Contractor performed Services contemplated by this Agreement, unless each party to the arbitration agrees otherwise in writing.

(c) The Parties shall have the right to conduct adequate civil discovery, and the Arbitrator may issue orders (including subpoenas to third parties), so that the Parties may adequately prepare their claims and defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes;

(d) The Parties may bring dispositive motions, and present witnesses and evidence as needed to present their cases and defenses, and any disputes in this regard shall be resolved by the Arbitrator. An Arbitrator may not permit the filing of a motion for summary judgment until after the Parties have conducted discovery to support their claims and defenses. Any dispositive motion shall otherwise be governed by the standards of the Federal Rules of Civil Procedure governing such motions;

(e) Any finding that a claim or counterclaim was filed for purposes of harassment or is frivolous shall entitle the other Party to recover its attorneys’ fees, costs, and expenses

(f) The Arbitrator may consider, but under no circumstances is the Arbitrator bound by, decisions reached in separate arbitrations;

(g) If at any time the Arbitrator fails to enforce the terms of this Arbitration Provision, either Party may seek to enjoin the arbitration proceeding in a court of competent jurisdiction, and the arbitration shall automatically be stayed pending the outcome of that proceeding.

ATTORNEYS’ FEES AND ARBITRATION COSTS: Each Party shall pay the fees for its own attorneys, subject to any remedies to which that Party may later be entitled under applicable law, as determined by the Arbitrator. Costs incidental to the arbitration, including the Arbitrator’s fees and costs for the meeting site (“Arbitration Costs”), will be borne by Walmart and Contractor equally, unless otherwise required by applicable law. Any dispute regarding a Party’s obligation to pay Arbitration Costs shall be determined by the Arbitrator. In the event Contractor contends that, as a matter of law, Contractor is not responsible for payment of any or all Arbitration Costs, Contractor shall have no obligation to pay any portion of the contested Arbitration Costs until, and only if, the Arbitrator determines that Contractor is responsible for the costs. If necessary for arbitration of the dispute, Walmart agrees to advance the amount of the Arbitration Costs contested by Contractor until such time as the Arbitrator determines payment responsibility. If the Arbitrator determines that Contractor is responsible for any amount of the Arbitration Costs already paid by Walmart, Contractor shall remit payment of that amount to Walmart within 30 days or a reasonable time (whichever is later) of the Arbitrator’s determination.
POST-ARBITRATION PROCEDURES: Within 30 days of the close of the arbitration hearing (which period may be extended by stipulation of the Parties), any Party shall have the right to prepare, serve on the other Party or Parties and file with the Arbitrator a post- arbitration brief. Except as provided in the Class Action Waiver and Representative Action Waiver, the Arbitrator may award any Party any remedy to which that Party is entitled under applicable law, but such remedies shall be limited to those that would be available to a Party in his or her or its individual capacity in a court of law for the claims presented to and decided by the Arbitrator, including but not limited to the imposition of sanctions under the Federal Rules of

Civil Procedure, and no remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this Arbitration Provision. The Arbitrator shall issue a reasoned decision or award in writing, stating the essential findings of fact and conclusions of law. Except as may be permitted or required by law, as determined by the Arbitrator if there is a dispute, neither a Party nor an Arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of the Parties or order of the Arbitrator. A Party may file the Arbitrator’s decision or award in a court of competent jurisdiction for the purpose of seeking confirmation, vacatur, modification, or correction of that decision or award. A court of competent jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration.

APPLICATION TO EXISTING CLAIMS AND CONTROVERSIES: This Arbitration Provision is intended broadly to apply to all controversies covered by this Provision regardless of whether arising before or after this Arbitration Provision becomes effective, and including any existing controversy, as is permitted under Section 2 of the Federal Arbitration Act or other applicable law. But this Arbitration Provision shall not affect Contractor’s standing with respect to any litigation between Contractor and Walmart that is pending in a state or federal court or arbitration as of the date this Arbitration Provision becomes effective.
RIGHT TO OPT-OUT OF ARBITRATION: This Arbitration Provision is not a mandatory component of this Agreement or Contractor’s contractual relationship with Walmart. If Contractor does not want to be subject to this Arbitration Provision, Contractor may opt out by notifying Walmart in writing of Contractor’s desire to opt out of this Provision. To be effective, the writing indicating Contractor’s intent to opt out must be dated, signed, and submitted to Walmart within 30 days of Contractor’s execution of this Agreement, by U.S. Mail to the Attention of the Legal Department, Walmart Inc., 702 Southwest 8th Street, Bentonville, Arkansas 72716. The written notice must be signed by the Contractor, and not any attorney, agent, or other representative of Contractor. A written notice submitted to Walmart indicating Contractor’s intention to opt out may apply, at most, to that Contractor. Contractor (and Contractor’s agent or representative) may not effectuate an opt out on behalf of other Contractors. Contractor’s writing opting out of this Arbitration Provision will be filed with a copy of this Agreement and maintained by Walmart. If Contractor opts out this Arbitration Provision, Contractor will not be subject to any adverse action as a consequence of that decision and may pursue available legal remedies without regard to this Arbitration Provision. If Contractor does not opt out of this Arbitration Provision within the thirty (30) day period, Contractor and Walmart will be bound by the terms of this Arbitration Provision. If Contractor opts out of this Arbitration Provision and at the time of Contractor’s receipt of this Agreement was bound by an existing agreement to arbitrate disputes arising out of or relating to Contractor’s performance of Services contemplated by this Agreement, then that existing arbitration agreement shall remain in full force and effect.
RIGHT TO CONSULT WITH AN ATTORNEY: Contractor has the right to consult with private counsel of Contractor’s choice with respect to any aspect of this Agreement, or any claim that may be subject to, this Arbitration Provision. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable.
SEVERABILITY: If any part of this Arbitration Provision is deemed unlawful or unenforceable, it shall be severed from the Agreement such that the remainder of this Arbitration Provision shall remain enforceable to the fullest extent permitted by law. In any case in which (1) the dispute is filed as a class, collective, mass, or representative action, and (2) there is a final judicial determination that all or part of the Class Action Waiver and/or Representative Action Waiver is invalid or unenforceable, the class, collective, mass, or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver and Representative Action Waiver that is valid and enforceable shall be enforced in arbitration.

III. MISCELLANEOUS PROVISIONS

SURVIVAL OF OBLIGATION: All obligations of confidentiality, non- disclosure and non-use, and the Arbitration Provision shall survive completion or termination of this Agreement, as well as termination of any actual or alleged relationship or transaction between Walmart and Contractor.
CHOICE OF LAW: The choice of law terms contained in this Section III.B do not apply to the Arbitration Provision contained in Section II, such Arbitration Provision being governed by the Federal Arbitration Act except as expressly provided in Section II.A. Accordingly, and except as otherwise stated in Section II, the interpretation of this Agreement shall be governed by Arkansas law, without regard to the choice or conflicts of law provisions of any jurisdiction. However, this choice of law provision is not intended to create any other substantive right to non-Arkansas citizens to assert claims under Arkansas law whether that be by statute, common law, or otherwise. This choice of law provision, except as otherwise provided in the Arbitration Provision in Section II, is intended only to specify the use of Arkansas law to interpret this Agreement, and this provision shall not be interpreted as generally extending Arkansas law to Contractor if Contractor does not otherwise reside or provide Services contemplated by this Agreement in Arkansas. The law in states and/or jurisdictions in which Contractor performs Services contemplated by this Agreement shall apply to all disputes, claims, or causes of action alleging violation of law. Walmart’s failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Walmart in writing.
SEVERABILITY: Except as expressly provided in Section II.I, if any part of this Agreement is deemed unlawful or unenforceable, it shall be severed from the Agreement such that the remainder of this Agreement shall remain enforceable to the fullest extent permitted by law.
RELATIONSHIP OF THE PARTIES: Contractor acknowledges that the Parties are two independent business enterprises and that nothing in this Agreement or any other (including any agreement between Contractor and a third party) shall be construed as making either party the partner, joint venturer, agent, employer, or employee of the other. Unless authorized in writing by the party to be bound, neither Party shall have the authority to make any statements, representations, or commitments of any kind, or to take any action which shall be binding on the other. Contractor understands and expressly acknowledges that: (1) Contractor is not Walmart’s employee for any purpose; (2) Walmart shall have no responsibility for the wages, benefits, or expenses due Contractor’s employees, agents, or subcontractors nor for income tax withholding, social security, unemployment, or other payroll taxes of Contractor’s employees, agents, or subcontractors; and (3) neither Contractor nor Contractor’s employees, agents, or subcontractors shall receive or have any right to receive any wages, including vacation pay or holiday pay, from Walmart; nor shall they participate or have any right to participate in any welfare plans or other Walmart benefits, if any, available to Walmart’s employees, agents, or subcontractors (even if Contractor or any of its employees, agents, or subcontractors are found to be employees of Walmart by an arbitrator, court or agency of competent jurisdiction).
SUCCESSORS AND ASSIGNS: Neither Party may assign or transfer this Agreement in whole or in part without the prior written consent of the other. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the successors and assigns of each Party, as well as the third-party beneficiaries to the extent provided in the Arbitration Provision, above.
PRIOR AGREEMENT: This paragraph applies only if Contractor was a party to an earlier version of this Agreement (a “Prior Agreement”) with Walmart prior to Contractor’s acceptance of this Agreement. Except as provided in Section II G, this Agreement supersedes any Prior Agreement between the Parties, and Walmart and Contractor hereby terminate Contractor’s Prior Agreement, effective as of Contractor’s acceptance of this Agreement. The Parties, respectively, hereby waive any applicable notice requirements with respect to their termination of the Prior Agreement.

By clicking “I agree,” I expressly acknowledge that I have read, understood, and considered the consequences of this Agreement, including THAT THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES; that I affirmatively agree to be bound by the terms of this Agreement; and that I am legally competent to enter into this Agreement.

Delivery Professionals - Terms of Service

Independent Contractor Agreement for Delivery Professionals to Engage GoShare For Its Services

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