Delivery Partner Agreement

Last updated: [EFFECTIVE DATE]

Plain-language summary. This summary is not part of the agreement.

This agreement is between you and [COMPANY LEGAL NAME], which operates Eggs & Milks. It covers your use of the Eggs & Milks Delivery partner app to deliver orders and, if you are separately approved, to drive pre-booked E&M Ride trips.

You are an independent contractor, not an employee. You decide when, where and whether to go online, and you can accept, decline or ignore any offer. You use your own vehicle, phone and equipment and pay your own costs and taxes.

Every offer shows the pickup, the drop-off and your estimated pay before you accept. You keep 100% of tips. Payouts are made through Stripe.

Delivery and E&M Ride are approved separately. Each one has its own documents and requirements.

You must keep your license, registration, insurance and other documents current, follow traffic and food safety laws, and protect customer information.

We collect your location while the app is open and you are online or on a job.

We can deactivate your account for the reasons listed in Section 16. You can appeal by email.

IMPORTANT: Section 22 contains a binding arbitration agreement and a class action and representative action waiver. Unless you opt out within 30 days of first accepting this agreement, you and Eggs & Milks agree to resolve most disputes through individual arbitration and not in court, and you give up the right to a jury trial and to take part in a class, collective or representative action. Please read Section 22 carefully.

1. About This Agreement

1.1 Parties. This Delivery Partner Agreement (the "Agreement") is a contract between you ("you" or "Partner") and [COMPANY LEGAL NAME], a company organized in New Jersey and doing business as "Eggs & Milks", with its address at [COMPANY ADDRESS] ("Eggs & Milks", "we", "us" or "our").

1.2 What this Agreement covers. This Agreement governs your access to and use of the Eggs & Milks Delivery partner app (also called the "Delivery app") and related tools (the "App") to receive and perform Delivery Jobs and, if you are approved for it, Ride Jobs. It applies from the moment you accept it.

1.3 Acceptance. You accept this Agreement when you tap "I agree" or a similar button in the App, or when you first go online or accept an Offer, whichever happens first. If you do not agree, do not use the App.

1.4 Other documents. The Privacy Policy explains how we handle personal information and applies to you. If you also buy from Eggs & Milks as a customer, the Customer Terms of Service apply to those purchases. If you also sell on Eggs & Milks, the Seller Agreement applies to that activity. Policies and standards shown in the App that describe how a Job must be completed (for example, pickup verification and handover steps) form part of this Agreement. If there is a conflict, this Agreement controls for your activity as a Partner.

1.5 Changes. We may change this Agreement from time to time. If a change is material, we will tell you in the App or by email at least [NOTICE PERIOD, for example 14 days] before it takes effect, unless the change is required sooner by law or to address a safety or security risk. The "Last updated" date shows the current version. If you keep using the App after a change takes effect, you accept the change. If you do not agree, stop using the App and you may end this Agreement under Section 24. Changes to Section 22 (Dispute Resolution) are handled under Section 22.11.

1.6 Electronic records. You agree that this Agreement, notices and other records may be provided and signed electronically, and that electronic acceptance has the same effect as a handwritten signature.

2. Definitions

2.1 "Customer" means a person who places an order or books a ride through the Eggs & Milks Customer app.

2.2 "Seller" means an independent business that sells food or other items through Eggs & Milks, and includes Eggs & Milks itself when it sells its own branded products.

2.3 "Delivery Job" means the collection of items from a Seller, a Hub or another pickup point and their delivery to a Customer, a Hub or another drop-off point shown in the App.

2.4 "Ride Job" means a pre-booked E&M Ride trip for a Customer and any accompanying passengers (each a "Rider").

2.5 "Job" means a Delivery Job or a Ride Job.

2.6 "Offer" means an invitation shown in the App to perform a specific Job.

2.7 "Hub" means a location operated or designated by Eggs & Milks where parts of an order from several Sellers are brought together.

2.8 "Capability" means the type of Job you are approved to perform: Delivery, E&M Ride, or both.

2.9 "Vehicle" means the car, SUV, bicycle, scooter or other mode of transport you use to perform Jobs, as permitted in the App for your area and Capability.

2.10 "Stripe" means Stripe, Inc. and its affiliates, our payment processor.

2.11 "Delivery Partner" means a Partner who is approved for the Delivery Capability. "Driver" means a Partner who is approved for the E&M Ride Capability. The Customer Terms of Service, the Seller Agreement and the Privacy Policy use these two terms. In this Agreement, "Partner" covers both.

2.12 The App is part of what the Customer Terms of Service and the Privacy Policy call the "Services" and the Seller Agreement calls the "Platform".

3. Eligibility and Onboarding

3.1 General requirements. To use the App as a Partner you must:

be at least 18 years old;
be legally entitled to work in the United States;
have the legal capacity to enter into this Agreement;
provide accurate and complete information and keep it up to date; and
not have had a Partner account deactivated by us for cause, unless we agree in writing to reinstate you.

3.2 Documents for Delivery. To be approved for the Delivery Capability you must upload, and we must accept:

a government-issued photo ID;
a valid driver's license, if you deliver with a motor vehicle;
current vehicle registration for the Vehicle you will use;
proof of current auto insurance for that Vehicle that meets at least the minimum required by law;
a photo of the Vehicle; and
your consent to a background check and, where you drive, a motor vehicle record check, as described in Section 5.

3.3 Additional requirements for E&M Ride. To be approved for the E&M Ride Capability you must meet all of the following in addition to Section 3.1:

be at least [MINIMUM DRIVER AGE] years old;
hold a valid driver's license and have at least [NUMBER] years of licensed driving experience;
provide current registration, proof of insurance and photos for an SUV that meets the vehicle standards in Section 9.2;
carry commercial or for-hire auto insurance as described in Section 12.2;
pass the background check and motor vehicle record check described in Section 5; and
hold every license, permit, endorsement, inspection certificate and registration that applies to carrying passengers for hire where you operate. [NOTE TO COUNSEL: insert the specific New Jersey requirements, and those of any other launch state, that apply to pre-arranged for-hire passenger rides, for example limousine or livery licensing, transportation network company rules, vehicle inspection, driver permits or endorsements, and any local or airport permits.]

3.4 Approval is at our discretion. Submitting documents does not guarantee approval. We may approve or decline an application, or ask for more information, as permitted by law. We will not decline an application for a reason prohibited by law.

3.5 Keeping documents current. You must keep every document required for your Capability valid and current. You must upload a replacement before a document expires. You must tell us promptly, and in any case within [NUMBER] days, if:

your driver's license is suspended, revoked, restricted or expires;
your insurance lapses, is cancelled or changes;
you change the Vehicle you use;
you are charged with or convicted of an offense that is relevant to performing Jobs, to the extent the law allows us to ask; or
anything else you told us during onboarding is no longer true.

3.6 Pausing access. If a required document expires or we cannot verify it, the App may stop sending you Offers for the affected Capability until a valid document is accepted.

3.7 Your account is personal. Your account is for you alone. You must not share your login, let anyone else perform Jobs under your account, or use more than one account. You are responsible for activity under your account. Tell us immediately if you think someone else has accessed it. [NOTE TO COUNSEL: decide whether Partners should be allowed to engage vetted substitutes or helpers who pass the same checks. A right to use substitutes can support independent contractor status but carries safety and background check implications.]

3.8 Identity checks. We or Stripe may ask you to confirm your identity from time to time, for example with a photo. You agree to complete these checks when asked before going online.

4. Two Capabilities: Delivery and E&M Ride

4.1 Separate approval. Delivery and E&M Ride are separate Capabilities. Each is reviewed and approved on its own, with its own documents. Approval for one does not give approval for the other.

4.2 What you can do. If you are approved for Delivery only, you will receive Delivery Offers and cannot perform Ride Jobs. If you are approved for E&M Ride only, you will receive Ride Offers and cannot perform Delivery Jobs. You may perform both types of Job only if you have applied for and been approved for both.

4.3 Ride-specific documents. The documents for E&M Ride listed in Section 3.3 are held separately from your Delivery documents. We may suspend or remove one Capability without affecting the other.

4.4 Area availability. Delivery and E&M Ride are offered only in ZIP codes that we have enabled. We do not promise that either Capability will be available in a particular area or at a particular time.

5. Background Checks and Driving Records

5.1 Consent. As part of onboarding, and again from time to time while this Agreement is in effect where the law allows, we may obtain a background check and a motor vehicle record check about you. These reports are prepared by a third-party consumer reporting agency (for example, Checkr) and are "consumer reports" under the Fair Credit Reporting Act ("FCRA").

5.2 Separate disclosure and authorization. Before we obtain a report, you will receive a separate, stand-alone disclosure and you will be asked to give your written authorization, as the FCRA and applicable state law require. That disclosure and authorization, and not this Section, are the legal basis for the check. [NOTE TO COUNSEL: the FCRA disclosure must be a separate document consisting solely of the disclosure. Confirm the consumer reporting agency's flow meets federal, New Jersey and any local fair chance hiring rules.]

5.3 Your rights. If we intend to take adverse action based wholly or partly on a report, we will follow the steps required by law. These include giving you a copy of the report and a summary of your rights, and a reasonable opportunity to dispute the accuracy of the report with the consumer reporting agency before we make a final decision.

5.4 Use of results. We use reports only to decide whether you may access or keep access to the App for a Capability, and for safety and legal compliance. We handle them as described in the Privacy Policy.

6. Independent Contractor Relationship

6.1 Your status. You are an independent contractor who runs your own business of providing delivery or passenger transportation services. Nothing in this Agreement creates an employment, partnership, joint venture, franchise or agency relationship between you and Eggs & Milks.

6.2 Your freedom to choose. In particular:

You decide whether to use the App at all, and on which days and at which times. There is no schedule, no shift and no minimum number of hours or Jobs.
You decide where to go online within the areas where the App operates.
You are free to accept, decline or ignore any Offer. Declining or ignoring Offers will not, on its own, lead to deactivation.
You may go offline at any time when you are not in the middle of a Job you accepted.
You are free to work for yourself or for anyone else, including businesses that compete with Eggs & Milks, and to use other apps at the same time, provided you complete each Job you accept from us as agreed.
You choose your own route. Any route or navigation shown in the App is a suggestion only.
You are not required to wear a uniform or display Eggs & Milks branding on yourself or your Vehicle.
You decide how to perform each Job, subject to the law and to the results and standards the Job requires, such as verifying the pickup, keeping food safe and completing the handover.

6.3 What you provide. You supply, at your own cost, everything you need to perform Jobs, including:

your Vehicle, fuel or charging, maintenance, tolls and parking;
a compatible smartphone and a mobile data plan;
insulated bags or other equipment needed to keep food at a safe temperature; and
any license, permit, registration and insurance required by law.

6.4 No supervision. We do not supervise or direct how you perform Jobs. Requirements in this Agreement and in the App exist because they are required by law, by Customers or Sellers, or to keep people and food safe and prevent fraud.

6.5 No employee benefits. Because you are not an employee, you are not entitled to wages, overtime, paid time off, health insurance, retirement plans or other employee benefits from Eggs & Milks. You are not covered by unemployment insurance, temporary disability insurance or workers' compensation insurance through Eggs & Milks, unless applicable law requires otherwise. You may wish to arrange your own cover, such as occupational accident insurance.

6.6 Taxes and expenses. You are responsible for all taxes that arise from your earnings, including federal, state and local income tax and self-employment tax, and for all of your business expenses. We do not withhold taxes from your pay unless the law requires it. We will not reimburse your expenses unless this Agreement or the App says so for a specific item.

6.7 Your own business decisions. You carry the opportunity for profit and the risk of loss from the Jobs you choose. You may register a business entity, engage your own advisers and promote your own services, as long as you do not use our name or marks without permission (see Section 17).

6.8 If your status is challenged. If a court, arbitrator or government agency decides that you are an employee of Eggs & Milks for any purpose, that decision will apply only for that purpose and only for the period it covers. The rest of this Agreement will continue to apply as far as the law allows.

[NOTE TO COUNSEL: IMPORTANT. New Jersey applies the "ABC test" to worker classification for unemployment and temporary disability insurance purposes, and New Jersey courts have applied it to wage and hour claims. Under that test a worker is presumed to be an employee unless the company proves all three prongs: (A) freedom from control or direction, (B) the service is outside the usual course of the business or performed outside all of its places of business, and (C) the worker is customarily engaged in an independently established trade or business. Penalties for misclassification in New Jersey are significant and can include personal liability for officers. Section 6, the deactivation rules in Section 16, the quality standards in Sections 8 and 9, the Hub model, and the E&M Ride model each need specific advice. Please confirm whether this Section and the actual operating practices can satisfy all three prongs, particularly prong B, and whether any change to the business model, the App, or the pay structure is advisable before launch. This Section must not be relied on without that advice.]

7. How Offers Work

7.1 Receiving Offers. When you are online and approved for the relevant Capability, the App may send you Offers. Offers are typically sent first to a nearby Partner and may then be opened to other Partners. We do not promise any number or type of Offers.

7.2 What an Offer shows. Before you accept, each Offer shows:

the pickup location or area;
the drop-off location or area;
your estimated pay for the Job; and
a countdown showing how long the Offer remains open to you.

For a Ride Job, the Offer also shows the scheduled pickup date and time.

7.3 Accepting. You accept an Offer by tapping to accept it before the countdown ends. Acceptance creates a commitment to complete that Job as described, on the terms shown in the Offer and in this Agreement.

7.4 Declining or timing out. If you decline an Offer, or the countdown ends without a response, the Offer is withdrawn from you and the Job is offered to other Partners. You do not need to give a reason.

7.5 Cancelling after acceptance. If you cannot complete a Job you accepted, release it in the App or contact us as soon as possible so that it can be reassigned. Occasional cancellations for good reason are expected. Repeatedly accepting Jobs and then abandoning them harms Customers and Sellers and may be dealt with under Section 16.

7.6 Changes and cancellations by others. A Customer, a Seller or Eggs & Milks may cancel or change an order or a ride after you accept. If that happens, the App will tell you and will show any cancellation pay that applies (see Section 10.4).

7.7 Scheduled Jobs. Some Jobs, including all Ride Jobs and some Delivery Jobs, are for a future date and time. By accepting one you agree to be available at that time. If your plans change, release the Job as early as you can.

8. Performing Deliveries

8.1 Pickup verification. At pickup, you must confirm that you are collecting the right items by scanning the QR code or barcode on the package or shown by the Seller or Hub, where the App asks you to. If the scan fails or the items do not match the order, follow the steps shown in the App or contact us before leaving.

8.2 Checking the handover. You are not expected to open sealed packages to check their contents. You should check that the number of packages matches what the App shows and that the packaging is intact, and report any visible problem in the App before you leave the pickup point.

8.3 Food safety. Customers and Sellers rely on food arriving safe to eat. You must:

keep hot food hot and cold food cold, using insulated bags or similar equipment suited to the order;
keep food separate from anything that could contaminate it, including chemicals, pets and personal items;
keep your delivery equipment and the part of your Vehicle used for food clean;
travel directly enough that food is delivered within a safe and reasonable time;
not perform Delivery Jobs while you have an illness that could be passed on through food; and
follow all food safety laws that apply to you.

8.4 No tampering. You must not open, taste, alter, repackage, add to or remove anything from a package, and you must not break any seal. If a package is damaged or opened accidentally, report it in the App straight away.

8.5 Hub drop-offs and merged orders. In some ZIP zones, a Delivery Job may be:

a collection from one or more Sellers with a drop-off at a Hub;
a collection of a merged order from a Hub with delivery to a Customer; or
both.

For Hub Jobs, follow the check-in, scanning and handover steps shown in the App at the Hub. When you deliver a merged order, you are responsible for the packages from the moment you scan them at pickup until you complete the handover.

8.6 Customer handover. To complete a delivery to a Customer you must:

deliver to the address and follow the delivery notes shown in the App;
ask the Customer for their 4-digit delivery code and enter it in the App;
take a proof-of-delivery photo as the App directs; and
hand the items to the Customer or to the person at the address who gives you the code.

Do not mark a delivery as complete until these steps are done. Do not ask a Customer for their code before you arrive.

8.7 Contactless delivery. If the App shows that the Customer has asked for the items to be left without a handover in person, leave the items in the place described in the delivery notes, take a clear proof photo showing the items at that location, and complete the remaining steps shown in the App. If no safe place is available, contact the Customer through the App.

8.8 Customer unavailable. If the Customer is not available when you arrive:

try to reach the Customer through the App by call or message;
wait for the waiting period shown in the App; and
if the Customer still cannot be reached, follow the instructions in the App or from our support team.

Those instructions may tell you to leave the items in a safe place with a proof photo, or to return them.

8.9 Undeliverable items. If items cannot be delivered, follow the instruction shown in the App, which may be to return them to the Seller or a Hub. You must not keep, eat, sell or give away undeliverable items unless the App or our support team expressly tells you that you may dispose of them. Any pay for a return trip will be shown in the App.

8.10 Care of items. You are responsible for items from pickup until handover or return. Report loss, damage or spills in the App as soon as they happen.

8.11 Items we do not carry. No alcohol, tobacco, cannabis or prescription items are sold through Eggs & Milks at launch. If you believe a package contains something unlawful or unsafe, do not transport it and contact us.

9. Performing Rides

9.1 Appointment only. E&M Ride is a premium, pre-booked ride service. Every Ride Job is booked and paid for in advance by the Customer for a set pickup date, time and place. There are no on-demand or street-hail rides. You must not pick up passengers who have not booked through the App.

9.2 Vehicle standards. For Ride Jobs you must use the SUV that we approved for your account. The Vehicle must:

be an SUV that meets the standards shown in the App [VEHICLE STANDARDS: insert maximum vehicle age, minimum seats, door count and condition requirements];
be properly registered, insured and inspected as the law requires;
be in safe mechanical condition, with working seat belts for every passenger; and
be clean inside and out, and free of smoke and strong odors.

9.3 Arrival and starting the ride. Arrive at the pickup location by the scheduled time. Before the trip starts, ask the Rider for their ride PIN and enter it in the App. Do not start a trip without the correct PIN. This confirms that the right Rider is in the right Vehicle.

9.4 Safe driving. You must drive safely and lawfully at all times, obey speed limits and traffic laws, and make sure seat belts are available to every passenger. You must not drive when you are too tired, unwell or otherwise unfit to drive safely.

9.5 No discrimination. You must not refuse, cancel or provide a lower standard of service to any Rider because of race, color, religion, national origin, ancestry, sex, gender identity or expression, sexual orientation, age, disability, marital status, military status or any other characteristic protected by law. You must not refuse a ride because of the Rider's destination, except where it is outside the area shown in the Offer.

9.6 Service animals and accessibility. You must transport Riders with service animals, as required by the Americans with Disabilities Act and state law. You may not refuse a service animal because of allergies, religious objections or a general fear of animals, and you may not charge extra. You must make reasonable efforts to assist Riders with disabilities and to stow folding wheelchairs, walkers and other mobility devices.

9.7 No unauthorized passengers. Only you, the Rider and the Rider's guests may be in the Vehicle during a Ride Job. You must not bring friends, family members, other passengers or animals of your own.

9.8 Weapons. You must not carry a firearm or other weapon during a Ride Job where doing so is prohibited by law. [NOTE TO COUNSEL: decide whether to adopt a stricter no-weapons rule for all Jobs to the extent the law permits.]

9.9 Alcohol and drugs: zero tolerance. You must not perform any Job while under the influence of alcohol, cannabis, illegal drugs, or any medication or other substance that impairs your ability to drive safely. You must not consume or have open containers of alcohol, or use drugs, in the Vehicle during a Job. This applies to Delivery Jobs as well as Ride Jobs. A credible report of impairment may lead to immediate suspension while we look into it.

9.10 Rider conduct and safety. You may end a ride, at a safe place, if a Rider threatens your safety or behaves unlawfully. Report the incident in the App. In an emergency call 911 first.

9.11 Children. Riders are responsible for providing any child restraint the law requires. If a child cannot be carried lawfully, you may decline to start the ride and should report it in the App.

9.12 No cash and no off-app rides. You must not ask for or accept payment for the fare outside the App, or arrange future rides with a Rider outside the App using contact details obtained through a Ride Job.

10. Pay, Tips and Payouts

10.1 Your pay per Job. For each Delivery Job you complete, you earn a share of the delivery fee. For each Ride Job you complete, you earn a share of the ride fare. The estimated amount is shown in the Offer before you accept. We do not publish a fixed percentage in this Agreement; the amount shown in the Offer is what applies to that Job.

10.2 Adjustments to the estimate. The final amount may differ from the estimate if the Job changes after you accept, for example if a stop is added or removed or the drop-off changes. The App will show the final amount for each Job.

10.3 Tips. If a Customer leaves you a tip through the App, you receive 100% of it. We do not take any part of a tip and do not use tips to reduce the pay shown in the Offer. Tips are optional and are decided by the Customer.

10.4 Cancellation pay. If a Job is cancelled after you accept it, you receive cancellation pay only where the App shows that it applies. For Ride Jobs, when a Customer cancels late or does not show up and is charged a cancellation fee, part of that fee goes to you, in the amount shown in the App.

10.5 Payouts through Stripe. Payouts are made through a Stripe Connect Express account. To be paid you must:

open and maintain a Stripe account through the App;
complete Stripe's identity verification; and
accept the Stripe Connected Account Agreement, which is a separate agreement between you and Stripe.

We do not hold your bank details; Stripe does. Payouts are sent after a Job is completed. Timing depends on Stripe and your bank, and the payout schedule is shown in the App. We are not responsible for delays caused by Stripe, your bank, or incorrect details you provide.

10.6 Corrections and offsets. We may correct an amount that was paid or calculated in error. We may also withhold, reduce or recover amounts, by offset against future payouts or otherwise, where we reasonably determine that:

a Job was not actually completed, or was marked complete falsely;
a payment resulted from fraud, manipulation of the App, or collusion with a Customer or Seller;
you owe an amount to us under this Agreement; or
a payment was made to you by mistake.

We will tell you about any correction or offset and the reason for it. You can dispute it by email to couriers@eggsandmilks.com within [NUMBER] days, and we will review it in good faith. [NOTE TO COUNSEL: confirm that these offset rights are consistent with New Jersey law in light of the classification question in Section 6.]

10.7 Pay disputes. If you believe a payment is wrong, tell us within [NUMBER] days after the Job so that we can investigate while records are available.

10.8 Tax reporting. We or Stripe will provide you with an IRS Form 1099 (such as a 1099-NEC or 1099-K) for your earnings when the law requires it, and will report those earnings to tax authorities. You must provide an accurate taxpayer identification number and keep your tax details current. If you do not, we may be required to apply backup withholding or pause payouts.

10.9 No other compensation. The amounts described in this Section are your full compensation for Jobs. We do not pay for time spent online waiting for Offers, unless the App expressly says so or the law requires it.

11. Your Vehicle and Equipment

11.1 Roadworthy and lawful. Any Vehicle you use must be registered, insured, inspected as the law requires and kept in safe working order. You must only use a Vehicle that is listed on your account and matches the documents you uploaded.

11.2 Vehicle details shown to Customers. For safety, the Customer app shows Customers your first name, Vehicle details and license plate. You must keep these details accurate.

11.3 Bicycles and other modes. If the App allows delivery by bicycle, scooter or on foot in your area, you must follow the laws that apply to that mode, and the requirements in this Agreement that relate to driver's licenses, registration and auto insurance apply only to the extent the law requires them for that mode.

12. Insurance and Accidents

12.1 Auto insurance for Delivery. You must maintain, at your own cost, auto insurance for your Vehicle that meets at least the minimum coverage required by the law of the state where you operate. You should check with your insurer whether your policy covers you while you deliver for pay. Many personal auto policies exclude delivery or for-hire use. Arranging suitable cover is your responsibility.

12.2 Commercial or for-hire coverage for E&M Ride. For Ride Jobs you must maintain commercial or for-hire auto insurance that covers carrying passengers for pay, with at least the limits required by law for the type of service you provide. [NOTE TO COUNSEL: insert the minimum coverage types and limits that apply to pre-arranged for-hire rides in New Jersey and any other launch state.]

12.3 No coverage from Eggs & Milks. Eggs & Milks does not provide any insurance coverage for you, your Vehicle, or the items or passengers you carry. [NOTE TO COUNSEL: the fact sheet does not mention any insurance that Eggs & Milks buys for Partners, so this Section says there is none. If Eggs & Milks does maintain contingent auto liability, occupational accident or other coverage for Partners, replace this Section with a description of when it applies, its limits and deductibles, and how to make a claim.]

12.4 Proof of insurance. You must give us proof of insurance when we ask and tell us promptly if your policy is cancelled, lapses or changes. You must not perform Jobs without the insurance this Section requires.

12.5 Reporting accidents and incidents. If you are involved in an accident, collision, injury, or other safety incident while online or on a Job, you must:

call 911 if anyone may be hurt or in danger;
comply with the law on stopping, exchanging information and reporting to the police;
report the incident to us through the App or at couriers@eggsandmilks.com as soon as it is safe, and in any case within [NUMBER] hours; and
cooperate reasonably with us and with any insurer in the investigation.

12.6 Other insurance. You are responsible for deciding whether to carry any other insurance for your business, such as occupational accident, health or general liability cover.

13. Safety and Legal Compliance

13.1 Follow the law. You must comply with all laws that apply to you when performing Jobs, including traffic, parking, licensing, vehicle, food safety and anti-discrimination laws. Fines, tickets and penalties you incur are your responsibility.

13.2 Phone use while driving. You must not hold or handle your phone while driving. Use a secure mount and hands-free features, and interact with the App only when it is safe and lawful to do so, for example when parked. An Offer is never a reason to take your eyes off the road. If you cannot respond safely, let it time out.

13.3 Respectful conduct. You must treat Customers, Riders, Sellers, Hub staff, other Partners and our team with respect. Harassment, threats, violence, sexual misconduct and discrimination are not tolerated.

13.4 Honest use of the App. You must not:

provide false information or forged documents;
mark a pickup, handover or ride as complete when it is not;
manipulate location data, use automated tools, or interfere with how Offers are distributed;
collude with anyone to create false orders, rides, tips or cancellations; or
use the App for any unlawful purpose.

13.5 Your own safety. You are never required to enter a place or continue a Job if you reasonably believe it is unsafe. Leave, contact emergency services if needed, and tell us through the App.

14. Location Data and Privacy

14.1 Location. The App collects the location of your device while the App is open and you are online or on a Job. We use this to send you nearby Offers, to show Customers the progress of their delivery or ride, to calculate and verify Jobs, to support safety and to prevent fraud. We do not collect your location through the App when you are offline and not on a Job.

14.2 Device permissions. The App needs location permission to work. It also needs camera access for scans and proof photos. If you switch these off, you will not be able to receive or complete Jobs.

14.3 Other information we collect. We also collect your account details, identity and Vehicle documents, background check status, Vehicle details and plate, proof-of-delivery photos, earnings and payout status, and device information such as your push notification token, app version, device type and IP address.

14.4 What others see. Customers see your first name, Vehicle and plate, and the progress of their delivery or ride. Sellers and Hubs see what they need to hand an order to you.

14.5 Privacy Policy. The Privacy Policy explains in full what we collect, how we use and share it, how long we keep it, and the choices and rights you have. Partner documents are kept for the duration of our relationship plus the period required by law, and transaction and tax records are kept as the law requires. You can delete your account in the App when no Jobs are in progress, as described in the Privacy Policy. Privacy questions can be sent to privacy@eggsandmilks.com.

14.6 Messages. You agree that we may contact you about Offers, Jobs, payouts, safety and your account by push notification, in-app message and email and, if we offer them, by text message and phone call at the contact details you give us. If we send text messages, standard message and data rates may apply and you can reply STOP to end them. You can change notification settings in your device, but you may miss Offers if you do.

15. Confidentiality and Customer Data

15.1 Customer information. To complete a Job you may see a Customer's name, address, delivery notes and, if needed, phone number, and a Rider's pickup and drop-off locations. This information belongs to the Customer and is confidential.

15.2 Use only for the Job. You may use Customer and Rider information only to complete the Job it relates to. You must not:

contact a Customer or Rider after the Job is finished, for any reason, except through us to return lost property;
copy, store, photograph or share their information, apart from the proof photo the App asks for;
use it for marketing, personal contact, or to offer services outside the App; or
post it, or images of Customers, Riders, their homes or their orders, on social media or anywhere else.

15.3 Communicating through the App. Where the App provides a way to call or message a Customer, use it. Do not use your own channels unless the App directs you to.

15.4 Our confidential information. You must also keep confidential any non-public information about Eggs & Milks, Sellers or Hubs that you learn through the App, such as security procedures and access codes. This does not stop you from discussing your pay or working conditions with others, from reporting possible violations of law to a government agency, or from doing anything else the law protects.

15.5 Security incidents. If your phone is lost or stolen, or you believe Customer information has been exposed, tell us immediately at couriers@eggsandmilks.com.

15.6 Survival. Your obligations in this Section continue after this Agreement ends.

16. Ratings, Quality and Deactivation

16.1 Ratings and feedback. Customers, Riders and Sellers may rate or give feedback on a Job. We may also look at objective information, such as whether pickups were verified, whether handover steps were completed, and whether accepted Jobs were completed. We may share ratings and feedback with you in the App.

16.2 What we look at. We look at the results of Jobs you chose to accept. We do not rate you on how many Offers you decline or ignore, or on how often or how long you are online.

16.3 Grounds for suspension or deactivation. We may suspend or deactivate your account, or one of your Capabilities, if we reasonably believe that any of the following has happened:

you no longer meet the eligibility requirements, or a required document is expired, invalid or false;
a background check or motor vehicle record check shows something that disqualifies you under our standards and the law;
fraud, dishonesty or misuse of the App, as described in Section 13.4;
unsafe driving, a serious traffic violation, or performing a Job while impaired;
tampering with, stealing or failing to deliver items;
harassment, violence, threats, discrimination or sexual misconduct;
refusing a service animal or otherwise breaching Section 9.5 or 9.6;
misuse of Customer or Rider information, or contacting them after a Job;
sharing your account or letting someone else perform Jobs under it;
repeatedly abandoning accepted Jobs, or consistently poor results on the Jobs you accept, after we have told you about the concern;
another material breach of this Agreement; or
we are required to do so by law, court order or a government authority.

16.4 Notice. We will tell you by email or in the App when we suspend or deactivate your account or a Capability, and we will give the reason, unless the law or an active investigation prevents us from doing so. Where the issue can be fixed and does not involve safety, fraud or a legal requirement, we will give you at least [NUMBER] days' notice and a chance to fix it before deactivation.

16.5 Immediate action. We may act immediately and without advance notice where we reasonably believe it is needed to protect the safety of any person, to prevent fraud or further harm, or to comply with the law. We may suspend your access while we look into a report.

16.6 Appeals. If you think a suspension or deactivation was a mistake, you can appeal by emailing couriers@eggsandmilks.com within [NUMBER] days of our notice. Explain why you disagree and include anything that supports your position. A person who was not involved in the original decision will review your appeal, and we will send you a written decision within [NUMBER] days. If the appeal succeeds, we will restore your access.

16.7 Pay after deactivation. Deactivation does not affect your right to be paid for Jobs you completed, subject to Section 10.6.

17. Intellectual Property and License to Use the App

17.1 Our property. The App, the Eggs & Milks name and logo, E&M Ride, and all related software, content, designs and trademarks belong to Eggs & Milks or its licensors. This Agreement does not transfer any ownership to you.

17.2 Your license. While this Agreement is in effect and your account is in good standing, we give you a limited, personal, non-exclusive, non-transferable, revocable license to install the App on your device and use it to receive and perform Jobs.

17.3 Restrictions. You must not:

copy, modify, reverse engineer or create derivative works from the App, except as the law permits;
scrape or extract data from the App, or access it by automated means;
rent, sell, sublicense or transfer your access;
interfere with the security or operation of the App; or
use our name, logo or marks, or present yourself as an Eggs & Milks employee or representative, without our written permission.

17.4 Content you provide. You give us a non-exclusive, royalty-free, worldwide license to use the photos, documents and other content you submit through the App to operate the service, verify Jobs, resolve disputes, and meet legal obligations. We show your first name, and your profile photo if the App displays it, only to the people involved in your Jobs and as described in the Privacy Policy.

17.5 Feedback. If you send us ideas or suggestions, we may use them without owing you anything.

18. No Authority to Bind Eggs & Milks

18.1 You have no authority to make promises, sign contracts, accept legal notices, or take on obligations on behalf of Eggs & Milks.

18.2 You must not tell anyone that you are an employee, agent or representative of Eggs & Milks. When asked, you may say that you are an independent delivery partner or driver using the Eggs & Milks platform.

18.3 Questions from Customers about refunds, order problems or account issues should be directed to Eggs & Milks support. You must not promise a refund or credit.

19. Indemnification

19.1 Your indemnity. To the fullest extent the law allows, you will defend, indemnify and hold harmless Eggs & Milks and its affiliates, officers, directors, employees and agents from and against claims, damages, losses, fines, penalties and reasonable costs (including reasonable legal fees) brought by a third party and arising from:

your negligent or wrongful acts or omissions while performing Jobs, including any accident involving your Vehicle;
your breach of this Agreement;
your violation of any law or of the rights of another person; or
your failure to pay taxes that you owe on your earnings.

19.2 Limits. This indemnity does not apply to the extent a claim results from our own negligence, willful misconduct or breach of this Agreement, and it does not apply where the law prohibits it.

19.3 Process. We will tell you promptly about any claim covered by this Section. We may choose to control the defense with counsel of our choice, in which case you will cooperate reasonably. Neither of us will settle a claim in a way that admits fault for the other or imposes obligations on the other without the other's written consent, which will not be unreasonably withheld.

20. Disclaimers

20.1 The App is a platform. The App is a tool that connects you with Customers and Sellers who want delivery or ride services. We do not guarantee that Offers will be available, that you will earn any particular amount, or that the App will be uninterrupted, timely, secure or error-free.

20.2 "As is". TO THE FULLEST EXTENT THE LAW ALLOWS, THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

20.3 Third parties. Customers, Riders and Sellers are independent of us. We do not control and are not responsible for their conduct, for the contents of packages prepared by Sellers, or for conditions at any pickup or drop-off location. Stripe, mapping providers and other third-party services are governed by their own terms.

20.4 Navigation. Maps, routes and estimated times shown in the App are for convenience only and may be inaccurate. You are responsible for choosing a safe and lawful route.

21. Limitation of Liability

21.1 Excluded damages. TO THE FULLEST EXTENT THE LAW ALLOWS, EGGS & MILKS AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST OPPORTUNITIES, LOSS OF DATA OR LOSS OF GOODWILL, ARISING FROM THIS AGREEMENT OR THE APP, EVEN IF WE WERE TOLD THAT THESE DAMAGES WERE POSSIBLE.

21.2 Cap. TO THE FULLEST EXTENT THE LAW ALLOWS, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM THIS AGREEMENT OR THE APP WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT WE PAID TO YOU FOR JOBS IN THE [NUMBER] MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM AND (B) [LIABILITY CAP AMOUNT].

21.3 What is not limited. Nothing in this Agreement limits or excludes:

our obligation to pay amounts you have earned for completed Jobs;
liability for death or personal injury caused by our negligence, or for our fraud, gross negligence or willful misconduct; or
any liability or right that cannot be limited or waived under applicable law.

21.4 Basis of the bargain. These limits reflect a fair allocation of risk between you and us and apply even if a remedy fails of its essential purpose. Some states do not allow certain limits, so some of this Section may not apply to you.

22. Dispute Resolution, Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL. YOU MAY OPT OUT UNDER SECTION 22.9.

22.1 Talk to us first. Most concerns can be resolved quickly by emailing couriers@eggsandmilks.com. Before either of us starts an arbitration or a court case, the party with the claim must send the other a written notice describing the claim and the outcome sought. Notices to us go to legal@eggsandmilks.com or by mail to [COMPANY ADDRESS]. Notices to you go to the email address on your account. We will each try in good faith to resolve the claim for [INFORMAL RESOLUTION PERIOD: 60 DAYS PROPOSED] after the notice is received. Any limitation period is paused during that time. Neither of us may start an arbitration or court case until that period has ended.

22.2 Agreement to arbitrate. If we cannot resolve it, you and Eggs & Milks agree that any dispute, claim or controversy between us will be resolved by final and binding arbitration on an individual basis, and not in court. This covers disputes arising out of or relating to this Agreement, the App, your relationship with us, your classification as an independent contractor, your pay, any suspension or deactivation, and the ending of this Agreement, whether based on contract, tort, statute or any other legal theory, and whether they arose before or after you accepted this Agreement. It also covers claims against our affiliates, officers, directors, employees and agents that relate to these matters.

22.3 Federal Arbitration Act. This Section is governed by the Federal Arbitration Act, 9 U.S.C. Section 1 and following (the "FAA"). If the FAA is found not to apply to you or to a particular dispute, this Section will be governed by the arbitration law of the State of New Jersey, and the parties intend that it remain enforceable under that law. [NOTE TO COUNSEL: Section 1 of the FAA exempts certain transportation workers engaged in interstate commerce, and courts have applied that exemption to some last-mile delivery drivers. Please confirm the fallback to the New Jersey Arbitration Act is drafted to hold, and that this Section meets New Jersey requirements for a clear and unmistakable waiver of the right to sue in court.]

22.4 Class, collective and representative action waiver. YOU AND EGGS & MILKS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLAIMANT OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. The arbitrator may not combine more than one person's claims and may not preside over any form of class, collective or representative proceeding. The arbitrator may award relief only in favor of the individual party seeking it and only to the extent needed to resolve that party's individual claim. If a court decides that this waiver cannot be enforced for a particular claim or request for relief, then that claim or request alone will be decided in court after the arbitration of all other claims is finished, and the rest of this Section will still apply.

22.5 Exceptions and carve-outs. This Section does not require arbitration of, and does not stop either of us from pursuing:

an individual claim in small claims court, as long as it stays in that court and is not a class or representative claim;
a claim for an injunction or other equitable relief in court to stop the unauthorized use or infringement of intellectual property or confidential information;
claims for workers' compensation benefits, unemployment insurance benefits or state disability insurance benefits, which are decided by the relevant agency;
a charge or complaint filed with a government agency, such as the Equal Employment Opportunity Commission, the National Labor Relations Board, the U.S. Department of Labor or a state labor or civil rights agency, although you agree to arbitrate any claim for individual relief to the extent the law allows;
a claim of sexual assault or sexual harassment, which you may choose to bring in court under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021; and
any other claim that applicable law says cannot be made subject to a pre-dispute arbitration agreement.

22.6 How arbitration works. The arbitration will be administered by [ARBITRATION PROVIDER] under its rules that apply to disputes of this kind, as modified by this Section. One neutral arbitrator will decide the dispute. The arbitration will take place in the county where you live or performed Jobs, or by phone or video, or on written submissions, as you choose for claims under [SMALL CLAIM THRESHOLD AMOUNT]. The arbitrator will apply the same substantive law and may award the same individual remedies that a court could. The arbitrator will issue a short written decision with reasons. Judgment on the award may be entered in any court with jurisdiction.

22.7 Who decides what. The arbitrator decides the merits of the dispute. A court, and not the arbitrator, decides whether the class, collective and representative action waiver in Section 22.4 is enforceable and whether the FAA exemption applies. Other questions about the scope or enforceability of this Section are for the arbitrator, to the extent the law allows.

22.8 Fees and costs. If you start an arbitration, you pay only the initial filing fee, and never more than you would have paid to file the claim in a court where it could have been brought. Eggs & Milks pays all other arbitration provider fees and arbitrator fees. If we start an arbitration, we pay all filing, provider and arbitrator fees. Each party pays its own lawyers' fees unless the law or the arbitrator's award provides otherwise. We will not seek our lawyers' fees from you unless the arbitrator finds your claim was frivolous or brought for an improper purpose, and the law allows it.

22.9 Your right to opt out. You may opt out of this arbitration agreement. To do so, email legal@eggsandmilks.com or write to [COMPANY ADDRESS] within 30 days after you first accept this Agreement. The notice must come from, or state, the email address on your Partner account, include your full name, and say clearly that you opt out of arbitration. If you opt out, neither you nor we can require the other to arbitrate, and Section 22.4 will not apply to you, but the rest of this Agreement will. Opting out will not affect your access to the App or the Offers you receive, and we will not retaliate against you for opting out.

22.10 Jury trial waiver. If for any reason a dispute proceeds in court and not in arbitration, YOU AND EGGS & MILKS EACH WAIVE THE RIGHT TO A JURY TRIAL to the fullest extent the law allows.

22.11 Changes to this Section. If we change this Section, other than a change to our notice address, you may reject the change by emailing legal@eggsandmilks.com within 30 days after we notify you. If you reject it, the version of this Section that you last accepted continues to apply. Changes do not apply to a dispute of which we had written notice before the change took effect.

22.12 Survival and severability. This Section survives the end of this Agreement. Subject to Section 22.4, if any part of this Section is found unenforceable, that part will be removed and the rest will be enforced.

23. Governing Law and Courts

23.1 Governing law. This Agreement is governed by the laws of the State of New Jersey, without regard to its conflict of laws rules, except that Section 22 is governed by the FAA as stated in Section 22.3. This choice of law does not take away any protection that the mandatory law of the state where you perform Jobs gives you.

23.2 Courts. For any dispute that is not subject to arbitration, you and Eggs & Milks agree to the exclusive jurisdiction of the state and federal courts located in New Jersey, except that either party may use a small claims court where you live, and except where applicable law gives you the right to bring a claim elsewhere.

24. Term and Termination

24.1 Term. This Agreement starts when you accept it and continues until it is ended by you or by us.

24.2 Ending by you. You may end this Agreement at any time, for any reason, by deleting your account in the App (Account > Delete my account) once no Jobs are in progress, or by emailing couriers@eggsandmilks.com. You may also simply stop using the App. There is no penalty for doing so.

24.3 Ending by us. We may end this Agreement or deactivate your account:

for any of the grounds in Section 16.3, following the notice and appeal steps in Sections 16.4 to 16.6;
if we stop offering the App or a Capability in your area, with reasonable notice where practical; or
if your account has been inactive for [NUMBER] months, after notice to you.

24.4 What happens when it ends. When this Agreement ends:

your license to use the App ends and you must stop presenting yourself as a Partner;
you must complete or release any Job you accepted;
we will pay amounts you earned for completed Jobs, subject to Section 10.6; and
we will handle your personal information as described in the Privacy Policy, keeping transaction and other records as the law requires.

24.5 Survival. Sections 6.5 to 6.8, 10, 12.5, 14, 15, 17, 19, 20, 21, 22, 23, 24.4 and 25, and any other terms that by their nature should continue, survive the end of this Agreement.

25. General Terms

25.1 Entire agreement. This Agreement, together with the Privacy Policy, the policies and standards shown in the App, and any addendum we both accept, is the entire agreement between you and us about your use of the App as a Partner. It replaces earlier agreements on the same subject.

25.2 Severability. If any part of this Agreement is found unenforceable, that part will be limited or removed to the minimum extent needed, and the rest will remain in effect. Section 22.12 applies to Section 22.

25.3 No waiver. If we do not enforce a right under this Agreement, that is not a waiver of that right. A waiver is effective only if it is in writing.

25.4 Assignment. You may not assign or transfer this Agreement or your account without our written consent. We may assign this Agreement to an affiliate or to a successor in a merger, acquisition, reorganization or sale of assets, with notice to you.

25.5 Notices. We may give you notice through the App, by push notification, or by email to the address on your account. Notice is treated as received [NUMBER] hours after it is sent. You must give us legal notices by email to legal@eggsandmilks.com, with a copy by mail to [COMPANY ADDRESS]. Day-to-day questions go to couriers@eggsandmilks.com.

25.6 Events outside our control. Neither party is responsible for a failure or delay caused by events beyond its reasonable control, such as severe weather, natural disasters, outages of networks or third-party services, government action, or public health emergencies. This does not excuse payment of amounts already earned.

25.7 No third-party beneficiaries. This Agreement is for the benefit of you and Eggs & Milks only. No one else has rights under it, except that the persons named in Sections 19, 21 and 22.2 may rely on those Sections.

25.8 Language. This Agreement is written in English. If we provide a translation, the English version controls to the extent the law allows.

25.9 Headings and interpretation. Headings are for convenience only. "Including" means "including without limitation".

25.10 United States only. The App is offered to Partners in the United States only, in the areas we have enabled.

26. Contact

26.1 Partner support. For questions about this Agreement, your account, your pay, a deactivation or an appeal, email couriers@eggsandmilks.com.

26.2 Legal notices and arbitration opt-out. Email legal@eggsandmilks.com, or write to the address in Section 26.4.

26.3 Privacy. Email privacy@eggsandmilks.com.

26.4 Mail. [COMPANY LEGAL NAME], doing business as Eggs & Milks, [COMPANY ADDRESS].

26.5 Website. https://eggsandmilks.com.

26.6 Emergencies. In an emergency, always call 911 first.