DELIVEREE CARRIER TERMS OF USE

For use in the jurisdiction of the Republic of the Philippines. Last updated on January 1, 2024

1. Definitions And Contractual Relationship

1.1 These Terms of Use (“Terms”) sets forth the terms and conditions of service under which you may utilize (i) the Carrier applications (the “Carrier Platform” or “Platform”) and (ii) the Carrier Service of Deliveree as described below.

1.2 The “Carrier Service” is Deliveree’s::

(a) procurement and provisioning of opportunities for you to transport goods for shippers (the “Shipper” or “Shippers”), and

(b) management assistance as you execute those transportation activities.

(c) payment facilitation between the Carrier Services as described in section 4.3(a) of these Terms.

1.3 Cash-on-Delivery” or “COD” is a value added service that is requested by Shippers, via their Business Accounts, wherein the Carrier collects monies in the form of cash or cheque, on behalf of the Shipper, from any location designated by the Shipper and performed (accepted and executed) by the Carrier physically and through its Carrier Account.

1.4 “Deliveree” refers to Deliveree Private Limited and its subsidiaries and affiliates either collectively or individually.

1.5 “Deliveree Philippines” refers to Deliveree Technology Philippines Inc.

1.6 “Deliveree Philippines Website” refers to the following URL: www.transportify.com.ph

1.7 “Shipper” refers to either:

(a) Individuals or other persons who access the shipper applications of Deliveree via an Ordinary Account, as defined in the TOU for Ordinary Accounts, and arrange for logistics services, via such shipper applications, to be performed and accomplished by Carriers through the Carrier Platform

or

(b) Deliveree Philippines, only when Deliveree Philippines provides Business Shipper Services to its own Business Shippers in accordance with the TOU for Business Accounts.

1.8 “TOU for Business Accounts” refers to Deliveree’s Terms of Use for Ordinary Accounts which can be accessed via the following URL:

https://www.transportify.com.ph/customer-business-account-terms-of-use/

1.9 “TOU for Ordinary Accounts” refers to Deliveree’s Terms of Use for Ordinary Accounts which can be accessed via the following URL:

https://www.transportify.com.ph/customer-ordinary-account-terms-of-use/

1.10 The words “you” or “your” or “Carrier” refer to all individuals and other persons or entities who access or use the Carrier Platform, including, without limitation, any organizations or individuals that enroll or otherwise access or use the Carrier Platform through their respective agents, representatives or employees.

1.11 Your access and use of the Carrier Platform or Carrier Service constitutes your agreement to be bound by these Terms, which establishes a contractual relationship between you and Deliveree. If you do not agree to these Terms, you may not access or use the Carrier Platform or Carrier Service. Your use of the Carrier Platform or Carrier Service is subject to these Terms, as may be, amended, modified or updated by Deliveree from time to time, effective upon posting of an updated version of these Terms in the Carrier Platform. Your continued use or access of the Carrier Platform or Carrier Service after such posting constitutes your consent to be bound by the Terms, as amended.

1.12 These Terms supersede any other agreements with respect to the subject matter of these Terms, except that with respect to any Carrier related agreement you have entered into with Deliveree, such agreements will not be superseded by these Terms, and to the extent that such other agreement is inconsistent with these Terms, such other agreement will govern. Deliveree may, at any time for any reason, without notice to you, cease offering you access to the Carrier Service or any portion thereof or deny you access to the Carrier Platform or any portion thereof.

2. License and Restrictions

2.1 License – Subject to your compliance with these Terms, Deliveree grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to access and use the Carrier Platform and Carrier Service. Any rights not expressly granted herein are reserved by Deliveree.

2.2 Restrictions – You are prohibited from, and cannot permit others to: (i) delete or alter any copyright, trademark, or proprietary notices from any section of the Carrier Platform; (ii) copy, modify, create derivative works from, distribute, grant a license for, lease, sell, re-sell, transfer, openly exhibit, perform publicly, transmit, broadcast, or in any other way use the Carrier Platform or Carrier Service contrary to Deliveree’s explicit authorization; (iii) disassemble, decompile, reverse-engineer, or try to discover the source code or underlying technology, methodologies, or algorithms of the Carrier Platform; (iv) initiate or run any programs or scripts for scraping, indexing, surveying, data mining any part of the Carrier Platform or Carrier Service, or excessively burden or interfere with the functionality and operation of any aspect of the Carrier Platform or Carrier Service; (v) try to access without authorization or impair any element of the Carrier Platform, its associated systems, or networks.

2.3 Ownership – The Carrier Platform and Carrier Service and all rights therein are and will remain Deliveree’s property. Neither these Terms nor your use of the Carrier Platform or Carrier Service convey or grant to you any rights: (i) in or related to the Carrier Platform or Carrier Service except for the limited license granted above; or (ii) to use or reference in any manner Deliveree’s company names, logos, product and service names, trademarks or services marks outside of the ordinary course of utilizing the Carrier Platform and Carrier Service in accordance with these Terms.

3. Carrier Account

3.1 Carrier Account – Deliveree will allow for the creation of a your account that will enable you to access the Carrier Platform and Carrier Service. The Carrier Platform will enable you to do, but not be limited to, the following things (as may be available in the Carrier Platform from time to time): (a) review booking opportunities to transport goods for Shippers, (b) accept and cancel bookings, (c) utilize tools, functions, and features associated with the bookings, (d) view booking and delivery information, which may include, without limitation, your user name together with request time and date, information about the cargo and shipment, the name and other identifying information of the Shipper, booking pick-up and delivery time and date, pick-up and delivery address and related facility information, pick-up and delivery facility contact persons and their contact information (which may include phone numbers), Deliveree support contact information (which may include phone numbers), trip route, distance and duration, and the price quotation (collectively, “Carrier Platform Data”). You agree to use Carrier Platform Data solely for legitimate business purposes. Deliveree reserves the right to add, remove and update features and functionality of the Carrier Platform at any time.

3.2 Administration – You are responsible for all activity that occurs under your login credentials. You agree to (a) maintain your Carrier Platform login credentials in confidence, (b) update all contact information as necessary to ensure that it is current, accurate, and complete, and (c) in the case of trucking companies administrators or dispatchers, should you are permit or enable another user to use your Carrier Platform login credentials, you will be responsible for the activity of any users that occurs under your login credentials as if it were you carrying out such activity. You shall use your Carrier Account in accordance with the Terms and the laws and regulations of the Republic of the Philippines.

3.3 Notices – Deliveree may give notice by means of notice via the Carrier Platform, via electronic mail to your email address registered in your account, via electronic chat to your chat app that you registered to your account, or via SMS or call at the phone number registered to your account. Such notice will be deemed to have been given immediately after sending.

4. Pricing and Payments

4.1 Pricing of logistics services – any initial price quote is based on the logistics service requirements provided by the Shipper or the Shipper’s customer. Pricing is subject to change for various reasons, including but not limited to: (i) changes in logistics service requirements provided by the Shipper, (ii) promotions offered by Deliveree or (iii) any other reason at the sole discretion of Deliveree. If there is a change in pricing, the Carrier Platform shall provide you with the option to accept such changes or forego the opportunity to service the revised requirements without recourse or compensation from the Shipper or Deliveree for the cancellation of the initial logistics service requirements.

4.2 Carrier Fees – In consideration of Deliveree’s provision of the Carrier Service, you agree to pay to Deliveree all applicable charges (collectively, the “Fees”) without offset on the terms set forth below, whether the Fees be disclosed or not disclosed in the Platform.

4.3 Payment Terms – You agree to the following with respect to the Carrier Service:

(a) You shall accept payment in the following forms for logistics services you have provided to Shippers:

(i) cash directly from the Shipper

(ii) bank transfer by Shipper to Carrier’s bank account

(iii) ewallet transfer by Shipper to Carrier’s ewallet (ie. Gcash, Maya, Shopee Pay, LazPay, Grab Pay etc.)

(iv) eWallet payment gateway (ie. Gcash, Maya, Shopee Pay, LazPay, Grab Pay etc.)

(v) credit/debit cards

(vi) buy-now-pay-later services

(vii) fuel or fuel credits (when opted by you)

(viii) in kind, with other goods or services where you are the beneficiary and the value of such goods or services are determined by Deliveree

(ix) other electronic payment methods added to Deliveree’s shipper applications

The Carrier Platform shall enable the Carrier to receive payments in the form described in (iii), (iv), (v), (vi), (vii) and (viii) above.

The Carrier shall bear the cost of disbursement facilitation services imposed by financial institutions and shall reimburse Deliveree in the event that Deliveree advances payments, on behalf of the Carrier, to financial institutions for disbursement facilitation services.

(b) You allow Deliveree to fully deduct, withhold, and/or offset from amounts owed to you the following:

(i) Carrier Fees due for any booking accepted or carried out by you on the Carrier Platform,

(ii) Shipper Fees due from the Shipper and collected by you for any booking accepted or carried out by you on the Carrier Platform as described in section 5.1 of these Terms.

(iii) COD Collections as described in section 5.2 of these Terms.

(iv) Reimbursements for expenses paid by Deliveree on your behalf (ie. background check, etc.)

(v) Any applicable taxes,

(vi) Any charges/fees associated to your Carrier Account, or

(vii) Amounts for recovery of losses/damages suffered by Deliveree as a result of your use of your Carrier Account or your performance of delivery services where the determination of such amounts and the your liability/responsibility for such loss/damages suffered by Deliveree is at the sole discretion of Deliveree;

(c) You accept electronic versions of proofs of delivery and other shipping documents.

4.4 Nonpayment – In addition to Deliveree’s suspension and termination rights in these Terms, Deliveree further reserves the right to pursue any and all remedies available to it under applicable law, including reporting you to applicable authorities, financial institutions, and credit agencies, in the event of any unpaid Carrier Fees or unremitted collection of Shipper Fees hereunder.

5. Collection On Behalf Of Deliveree

5.1 Collection of Shipper Fees for bookings paid in cash – you agree to collect, on behalf of Deliveree, Shipper Fees, as defined in the TOU for Ordinary Accounts, owed by Shippers to Deliveree and remit such Shipper Fees to Deliveree for any booking accepted or carried out by you on the Carrier Platform

5.2 Facilitation of COD Services of Deliveree – for COD service as described in section 1.4 of these Terms, you agree to collect COD amounts.

6. Disclaimer And Limitation Of Liability

6.1 Disclaimer: The Carrier Platform and Carrier Service are provided “as is” and “as available.” Deliveree disclaims all representations and warranties, express, implied, or statutory, not expressly set out in these Terms, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In addition, Deliveree makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability of the Carrier Platform or Carrier Service, or that the Carrier Platform and Carrier Service will be uninterrupted or error-free. You agree that the entire risk arising out of your access or use of the Carrier Platform or Carrier Service remains solely with you.

6.2 Limitation of Liability: Deliveree will not be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including but not limited to lost profits, lost data, personal injury, or property damage related to, in connection with, or otherwise resulting from any use of the Carrier Platform or Carrier Service, even if Deliveree has been advised of the possibility of such damages. Deliveree will not be liable for any damages, liability or losses arising out of: (i) your use of or reliance on the Carrier Platform or Carrier Service or your inability to access or use the Carrier Platform or Carrier Service; or (ii) any transaction or relationship between you and any third party, even if Deliveree has been advised of the possibility of such damages. Deliveree will not be liable for delay or failure in performance. In no event will Deliveree’s total liability to you in connection with the Carrier Platform or Carroer Service for all damages, losses and causes of action exceed the equivalent of USD 50.00 as expressed in the currency of the country in which the Carrier Platform and Carrier Service is provided at prevailing central bank published exchange rates.

6.3 Statute of Limitation – Regardless of any other statute of limitations provided under applicable law, no claim, litigation, or action of any kind, regardless of form, arising from or pertaining to these terms or your use of the Carrier Platform or Carrier Service may be brought by you against Deliveree more than six months after the occurrence of the circumstances underlying such claim, litigation or action.

6.4 Third-Party Content – Deliveree does not control, endorse, or take responsibility for any user content or third-party content available on or linked to in the Platform.

7. Content and Information

7.1 Messaging and Calls – You agree that Deliveree may contact you and the parties involved in a booking by phone, SMS message, email, or chat messaging applications including but not limited to Whatsapp, Line, Messenger, Viber at any of the phone numbers, email addresses or chat accounts provided by you or otherwise inputted into the Carrier Platform.

7.2 User Provided Content – Deliveree may, in its sole discretion, permit you from time to time to submit, upload, or share various types of content, including booking details, comments, feedback, ratings, reviews, and support requests (“User Content”). When you provide this User Content, you give Deliveree a global, endless, non-revocable, assignable, free license, with rights to further license, to adapt, replicate, transform, distribute, publicly exhibit, and use this User Content in any form and through any media, known or developed in the future, including for Deliveree’s business and on third-party platforms, without needing additional approval or compensation to you or others.

7.3 User Content Representation – You represent and warrant that: (i) you are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Deliveree the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor Deliveree’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

7.4 User Content Appropriateness – You agree to not produce or distribute User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Deliveree in its sole discretion, whether or not such material may be protected by law. Deliveree may, but will not be obligated to, review, monitor, or remove User Content, at Deliveree’s sole discretion and at any time and for any reason, without notice to you.

8. Privacy and Data Security

You have reviewed and provide acknowledgement and consent to Deliveree’s Data Privacy Policy, as updated from time to time, which can be found on its website: www.transportify.com.ph/information

9. Warranties

9.1 Mutual Warranties – Each party represents and warrants that: (a) such party has the full right, power and authority to enter into these Terms; and (b) such party’s acceptance of these Terms, as well as such party’s performance of the obligations set forth in these Terms, does not and will not violate any other agreement to which such party is a party.

9.2 Carrier Warranties – Carrier represents and warrants that:

(a) Carrier has all rights and permissions necessary to provide Deliveree with any information provided to Deliveree hereunder in connection with the Carrier Service;

(b) Carrier is an independent delivery contractor who is free to reject or accept, in the exercise of its exclusive judgment, services made though the Carrier Platform

(c) Carrier is in compliance, and will remain in compliance during the tenure of these Terms, with all applicable laws, rules, taxes and regulations;

(d) Carrier possesses all required licenses, clearances, certifications and approvals related to being able to legally provide services related to packaging, handling, transportation and delivery of cargo.

(e) Carrier, its employees, its staff, its representatives are physically able and healthy to provide logistics services.

(f) Carrier, its employees, its staff, its representatives are of good moral character and are able to provide documentary proof of such in the form of clearances (ie. NBI clearance, Police Clearance, Barangay Clearance). If the Carrier is unable to provide such clearances, Deliveree may, at its sole discretion and on behalf of and at the expense of the Carrier, procure background check services to confirm the moral character of the Carrier.

(g) Carrier has all necessary consents and authorizations to book and transport under these Terms.

(h) Carrier has all necessary consents and authorizations to use the delivery vehicle registered under the Carrier Account.

9.3 Child Protection Warranties – Carrier represents that they and any person that they employ to perform delivery services on the Carrier platform are of legal age or are otherwise legally able to enter into these Terms.

10. Other Matters

10.1 Security Bond – Deliveree may collect and retain monies as a security bond for future liabilities. Such liabilities include but are not limited to: (i) damages/losses that are a result of actions or inactions of the Carrier (ii) amounts owed by the Carrier to Deliveree for any reason whatsoever.

10.2 Equipment – Deliveree may issue equipment and supplies to the Carrier and Deliveree may collect from the Carrier reimbursement for the cost of providing such equipment to the Carrier

10.3 Force Majeure – Nonperformance by Deliveree under these Terms will be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, weather conditions, war, acts of terrorism, pandemic or epidemic, governmental acts or orders or restrictions, local or national disruptions to transportation networks or operations, fuel shortages or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of Deliveree.

10.4 Severability and No Waiver – If any provision or provisions of these Terms are held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. Deliveree’s failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by Deliveree in writing.

10.5 Assignment – You may not assign these Terms without Deliveree’s prior written approval. Deliveree may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Deliveree’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section will be void. Subject to the foregoing, these Terms will be binding upon all successors and assigns of a party.

10.6 No Partnership – No joint venture, partnership, employment, or agency relationship exists between you, Deliveree or any third party as a result of these Terms or use of the Carrier Platform or Carrier Service except in the case of section 1.6(b).

10.7 Independent Enterprises – Deliveree and you are and will remain independent parties. Neither is the representative or agent of the other and neither will have any power to assume any obligations on behalf of the other. These Terms or your use of the Carrier Platform or Carrier Service do not create a joint venture, joint enterprise or partnership between you and Deliveree.

10.8 Attorney’s Fees – In any litigation resulting from these Terms or your use of the Carrier Platform or Carrier Service, the non-prevailing party will pay the prevailing party the prevailing party’s reasonable attorney fees and all other costs of proceedings incurred in enforcing these Terms.

10.9 Section Headers – Section headings are for convenience only and will not be considered in the interpretation of these Terms.

10.10 Confidentiality – You agree to hold in confidence any confidential and proprietary information of Deliveree that you become aware of in connection with the Carrier Platform or Carrier Service.