Non-CMV Delivery Professional Arbitration Agreement

PLEASE READ THIS AGREEMENT CAREFULLY.

THIS IS A LEGALLY BINDING ARBITRATION AGREEMENT.

BY ACCEPTING THIS AGREEMENT, YOU AND DROPO MAY BE GIVING UP THE RIGHT TO HAVE CERTAIN DISPUTES DECIDED BY A JUDGE OR JURY.

ARBITRATION IS A PRIVATE DISPUTE RESOLUTION PROCESS. AN ARBITRATOR, RATHER THAN A JUDGE OR JURY, DECIDES DISPUTES THAT ARE SUBJECT TO THIS AGREEMENT.

YOU MAY CONSULT AN ATTORNEY BEFORE ACCEPTING THIS AGREEMENT.

This Non-CMV Delivery Professional Arbitration Agreement is between Dropo LLC, doing business as Dropo, and the delivery professional accepting this Agreement.

Throughout this Agreement: Dropo, we, us, and our mean Dropo LLC and its permitted successors or assigns. Driver, Delivery Professional, you, and your mean the individual or independently established business accepting this Agreement. Dropo and Driver may each be called a Party and together the Parties.

This Arbitration Agreement is separate from the Dropo Non-CMV Delivery Professional Agreement.

Your acceptance of this Arbitration Agreement should be recorded separately from your acceptance of the principal Driver Agreement.

This Arbitration Agreement addresses only dispute resolution.

Your delivery relationship with Dropo remains governed by the applicable Driver Agreement and other Dropo policies.

Relevant Dropo documents may be found at: Website https://getdropo.com; Trust & Safety Center https://getdropo.com/trust-safety; Community Guidelines https://getdropo.com/trust-safety/community-guidelines; Driver Safety Standards https://getdropo.com/trust-safety/driver-safety; Account Deactivation & Appeals Policy https://getdropo.com/trust-safety/deactivation-appeals; Terms of Service https://getdropo.com/terms; Privacy Policy https://getdropo.com/privacy.

Except for disputes specifically excluded below or disputes that applicable law does not permit the Parties to arbitrate, Dropo and Driver agree that Covered Claims will be resolved through final and binding arbitration rather than through a lawsuit before a judge or jury.

This obligation is mutual. Dropo agrees to arbitrate Covered Claims it may have against Driver, and Driver agrees to arbitrate Covered Claims Driver may have against Dropo. Neither Party receives a greater right to require arbitration than the other.

The Parties intend this Agreement to be governed by the Federal Arbitration Act to the extent the Federal Arbitration Act lawfully applies.

The Parties recognize that federal law contains an exemption relating to certain transportation workers.

Nothing in this Agreement is intended to eliminate, waive, or improperly avoid any exemption that applicable federal law gives to a qualifying transportation worker.

If a court determines that the Federal Arbitration Act does not govern this Agreement or a particular dispute because of the transportation worker exemption or another legally applicable reason, the Parties intend the arbitration agreement to remain enforceable under applicable state arbitration law to the fullest extent that state law permits.

If neither federal nor applicable state law permits arbitration of a particular claim, that claim will not be compelled to arbitration.

Subject to the exclusions in this Agreement, Covered Claims include disputes arising from or relating to: Driver's relationship with Dropo; Driver's use of the Dropo platform; delivery opportunities; delivery services; compensation; payments; fees; incentives; deductions; reimbursements; account access; account restrictions; account suspension; account deactivation; appeals; driver eligibility; insurance requirements; background screening where legally arbitrable; driver classification; alleged employment status; independent contractor status; wages or compensation allegedly owed; expenses; taxes where privately arbitrable; contract claims; tort claims that applicable law permits to be arbitrated; statutory claims that applicable law permits to be arbitrated; discrimination; harassment; retaliation; privacy related claims that applicable law permits to be arbitrated; claims arising from termination of the Driver Agreement; claims arising before or after termination that relate to the Parties' relationship; and any other dispute between Driver and Dropo that the law allows the Parties to resolve through arbitration.

A Covered Claim does not become excluded simply because one Party seeks money damages, declaratory relief, statutory relief, or another remedy that an arbitrator is legally authorized to award.

This Agreement does not require arbitration of a claim when applicable law gives the claimant a nonwaivable right to pursue that claim elsewhere.

Depending on applicable law, excluded claims may include: claims for workers' compensation benefits; claims for unemployment benefits; certain state disability benefit claims; administrative complaints that applicable law allows an individual to file with a government agency; matters within the exclusive jurisdiction of a government agency; claims that federal or state law expressly prohibits from being subjected to a predispute arbitration agreement; certain sexual assault or sexual harassment claims where federal law gives the claimant the right to elect court proceedings; personal injury claims when applicable state law prevents enforcement of a predispute arbitration agreement for such claims; and other claims that cannot lawfully be subjected to this Agreement.

Nothing in this Agreement prevents either Party from communicating with, filing a charge with, or participating in an investigation conducted by a government agency where applicable law permits such activity.

This Agreement does not prevent Driver from contacting or filing a legally permitted complaint or charge with a government agency.

This may include, where applicable: Equal Employment Opportunity Commission; Department of Labor; National Labor Relations Board; Occupational Safety and Health Administration; Department of Transportation; Federal Motor Carrier Safety Administration; state workforce agencies; state civil rights agencies; insurance regulators; law enforcement agencies; and other governmental authorities.

A government agency may exercise whatever authority applicable law gives it regardless of this Agreement.

Either Party may seek temporary emergency relief from a court when such relief is legally permitted and reasonably necessary to prevent immediate and irreparable harm before an arbitrator can act.

Seeking limited emergency court relief does not automatically waive the right to arbitrate the underlying Covered Claim.

Once an arbitrator is appointed, requests for further interim relief should be presented to the arbitrator when legally appropriate.

A court of competent jurisdiction will decide whether the Federal Arbitration Act transportation worker exemption applies.

A court will also decide disputes concerning: whether an arbitration agreement was formed; whether a Party actually accepted this Agreement; whether the class or collective action waiver in this Agreement is enforceable; and whether applicable law prohibits arbitration of a particular category of dispute.

Except for those matters reserved to a court by this Agreement or applicable law, the arbitrator may decide disputes concerning the interpretation or application of this Agreement.

To the fullest extent permitted by applicable law, arbitration under this Agreement will proceed on an individual basis.

Driver and Dropo agree that Covered Claims subject to arbitration will be brought only by the individual Party asserting the claim and only concerning that Party's own alleged rights and losses.

TO THE FULLEST EXTENT PERMITTED BY LAW, DROPO AND DRIVER AGREE NOT TO BRING OR PARTICIPATE IN A COVERED CLAIM IN ARBITRATION AS A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION ON BEHALF OF OTHER PERSONS.

Unless applicable law requires otherwise, an arbitrator may not combine the claims of different delivery professionals into a single proceeding without the consent of the affected Parties.

An arbitrator may award relief only to the individual claimant and only to the extent necessary to resolve that claimant's individual Covered Claims.

Some jurisdictions authorize private representative actions under specific statutes.

Nothing in this Agreement will be interpreted to waive a statutory right that cannot legally be waived.

Where applicable law permits an individual portion of a representative claim to be arbitrated separately from nonindividual portions, the individual portion may proceed in arbitration to the extent legally permitted.

Any portion that applicable law requires to remain in court will be handled according to applicable law.

A court, rather than an arbitrator, will determine any dispute concerning the validity or enforceability of Sections 10, 11, or 12.

If a court determines that a particular part of those provisions cannot lawfully be enforced, the court should enforce the remaining provisions to the greatest extent legally permitted.

For any Covered Claim that is properly subject to this Agreement, both Parties understand that arbitration replaces a court trial.

This means there will ordinarily be: no judge deciding the merits; no jury; more limited discovery than may be available in court; and more limited grounds for reviewing or overturning the final decision.

The arbitrator may generally award remedies that would otherwise be available under the law governing the Covered Claim.

Unless the Parties agree otherwise after a dispute arises, arbitration will be administered by the American Arbitration Association, commonly known as AAA.

The applicable rules may be found through: https://www.adr.org.

If AAA cannot or will not administer the dispute, the Parties may agree to another established arbitration provider.

If the Parties cannot agree, either Party may ask a court with appropriate jurisdiction to appoint an arbitrator or arbitration provider as permitted by applicable law.

The arbitration will be conducted under the AAA rules applicable to the nature of the dispute at the time arbitration is initiated, except where this Agreement lawfully modifies those rules.

If there is a direct conflict between a procedural provision in this Agreement and a nonmandatory arbitration rule, this Agreement will control to the extent legally permitted.

Mandatory legal protections cannot be eliminated by this Agreement.

A Party wishing to initiate arbitration must provide written notice of the dispute to the other Party within the applicable limitations period.

The notice should include: the name of the Party making the claim; driver account information when applicable; contact information; a reasonable description of the dispute; the legal or factual basis of the claim, if known; and the relief requested.

Driver notices may be sent through a legal or dispute resolution channel identified at: https://getdropo.com.

Dropo may provide additional arbitration contact information before this Agreement is placed into production.

Before filing an arbitration demand, the Parties should ordinarily attempt to resolve the dispute informally for at least 30 days after written notice is received.

During this period, either Party may request a telephone or video conference to discuss the dispute.

The informal process is intended to encourage early resolution. It does not require either Party to accept a settlement.

A Party does not need to delay emergency relief that applicable law allows it to seek immediately.

The applicable limitations period should be treated according to governing law and any valid tolling agreement between the Parties.

Unless the Parties agree otherwise, arbitration may be conducted: remotely by video; by telephone where appropriate; based on written submissions where permitted; and in person at a reasonably convenient location.

When an in person hearing is necessary, the location should be reasonably accessible to Driver and consistent with applicable law.

The Parties may agree to conduct proceedings in Texas.

Dropo will not require a distant location when doing so would make enforcement of this Agreement legally improper.

The arbitrator will be selected according to the applicable arbitration provider's rules unless the Parties agree on another lawful method.

The arbitrator must be neutral and independent.

The arbitrator must disclose conflicts as required by applicable law and the administrator's rules.

The arbitrator may issue any individual remedy or relief permitted by the substantive law governing the Covered Claim.

This may include, where legally available: compensatory damages; statutory damages; injunctive relief benefiting the individual claimant; declaratory relief; attorney fees where authorized; costs where authorized; and other individual relief available under governing law.

The arbitrator may not disregard substantive legal rights merely because the matter is being arbitrated.

The arbitrator will apply the substantive law that would apply to the dispute if the claim were heard by a court with proper jurisdiction.

Nothing in this Agreement authorizes the arbitrator to create new substantive rights or eliminate substantive rights provided by applicable law.

Claims must be brought within the statute of limitations or other legal deadline applicable to the claim.

This Agreement does not shorten a legally applicable limitations period unless a separate enforceable provision expressly and lawfully does so.

The arbitrator may allow reasonable discovery necessary for the Parties to fairly present their claims and defenses.

Discovery may include: relevant documents; written questions; depositions where reasonably necessary; electronic records; and relevant platform records.

The arbitrator may limit discovery that is unnecessarily burdensome, duplicative, disproportionate, or unrelated to the dispute.

The arbitrator may authorize subpoenas, witness testimony, document requests, and other evidence gathering measures available under governing arbitration law.

Each Party may present relevant evidence and witnesses subject to reasonable procedural limitations.

The arbitrator will issue a written decision stating the result.

If requested by either Party or required by applicable rules, the decision should identify the material findings and legal conclusions supporting the award.

The arbitrator's decision will be final and binding except for the limited review available under applicable arbitration law.

A court with jurisdiction may confirm, enforce, modify, or vacate an arbitration award as permitted by law.

The allocation of arbitration filing fees, administrative fees, and arbitrator compensation will comply with applicable law and the governing arbitration rules.

Driver will not be required to bear arbitration costs that the law prohibits Dropo from shifting to Driver.

Where applicable law requires Dropo to pay arbitration costs beyond an amount comparable to filing a court action, Dropo will do so.

Each Party will ordinarily be responsible for its own attorney fees unless applicable law, an enforceable contract, or the arbitrator's lawful award provides otherwise.

The arbitrator may award attorney fees only when a court deciding the same claim would have legal authority to award them or when another enforceable agreement permits the award.

This Agreement does not independently create a prevailing party attorney fee obligation where the governing law would not otherwise permit one.

The Parties may keep arbitration proceedings reasonably private to the extent allowed by law and the applicable arbitration rules.

Nothing in this section prohibits: legally required disclosure; disclosure to attorneys; disclosure to tax professionals; disclosure to insurers; disclosure to regulators; disclosure necessary to enforce or challenge an award; lawful participation in governmental investigations; and other disclosure protected by law.

Dropo will not retaliate against a Delivery Professional for lawfully asserting rights regarding this Arbitration Agreement, pursuing an eligible claim, participating in a government proceeding, or consulting an attorney.

Nothing in this Agreement prohibits Driver from exercising a nonwaivable legal right.

The Parties recognize that Delivery Professionals perform transportation services and that the applicability of the Federal Arbitration Act may depend on the nature of the work performed.

The title "Non-CMV Delivery Professional" does not determine whether Driver qualifies for any transportation worker exemption.

Whether such an exemption applies must be determined under applicable law based on the relevant facts.

If the Federal Arbitration Act does not apply, the Parties intend arbitration to proceed under applicable state law only to the extent that law permits enforcement of this Agreement.

Where Texas arbitration law governs and the Federal Arbitration Act does not, the Parties intend this Agreement to operate to the fullest extent permitted by Texas law.

Nothing in this Agreement requires arbitration of a claim that Texas law does not permit the Parties to submit to predispute arbitration under the circumstances presented.

Because arbitration law concerning personal injury claims may differ depending on the governing statute and circumstances, this Agreement does not require predispute arbitration of a personal injury claim when applicable law prohibits enforcement of such an agreement.

If applicable law permits arbitration only after additional requirements are satisfied, those requirements must be met before the personal injury claim can be compelled to arbitration.

Nothing in this Agreement removes any election or right provided by federal law to a person asserting a claim involving sexual assault or sexual harassment.

Where applicable law permits the claimant to choose whether such a dispute proceeds in arbitration or court, that legal choice remains with the claimant.

If a provision of this Agreement is found unenforceable, the provision should be severed or narrowed only to the extent reasonably necessary.

The remaining enforceable provisions will continue in effect.

However, if applicable law requires a different result for a particular provision, applicable law will control.

An arbitrator does not have authority to rewrite this Agreement for purposes unrelated to resolving an enforceability problem under governing law.

The arbitrator must apply the Agreement as written to the extent it is lawful and enforceable.

Dropo may revise this Arbitration Agreement prospectively.

A material revision will be presented through an appropriate notice and acceptance process.

Dropo will not materially change the arbitration terms governing an already existing dispute merely by posting a new agreement after the dispute has arisen.

A new version will apply according to the acceptance process and applicable law.

Termination of the Driver Agreement or Driver's Dropo account does not terminate this Arbitration Agreement with respect to disputes arising from the relationship while this Agreement was in effect, subject to applicable law.

To the extent legally enforceable, this Arbitration Agreement survives: account deactivation; termination of the Driver Agreement; Driver's decision to stop using Dropo; sale or restructuring of Dropo; and other termination of the Parties' business relationship.

Any assignment of this Arbitration Agreement must comply with applicable law.

Dropo may assign its rights as part of a lawful merger, acquisition, restructuring, or transfer of the relevant business.

Driver may not transfer Driver's arbitration obligations to another individual merely by transferring or sharing an account.

This document represents the Parties' agreement concerning arbitration of disputes covered by it.

It supersedes any prior arbitration agreement between Dropo and Driver relating to the same subject matter unless a subsequent written agreement expressly states otherwise.

It does not replace the Non-CMV Delivery Professional Agreement or Dropo's Trust & Safety policies.

Driver has the right to consult an attorney of Driver's choosing before accepting this Agreement.

Driver is responsible for Driver's own legal expenses associated with reviewing the Agreement.

Dropo encourages Driver to understand the consequences of arbitration before accepting it.

Driver should be presented with this Agreement separately during onboarding.

Acceptance should require a clear affirmative action.

The acceptance screen should identify this document as an Arbitration Agreement.

Driver should not be required to infer acceptance merely from viewing a webpage.

Dropo should maintain an electronic record showing: the version accepted; date of acceptance; time of acceptance; driver identity; driver account identification; method of acceptance; and electronic record associated with the acceptance.

By accepting this Agreement, Driver acknowledges that Driver: has been given access to this Agreement; has had an opportunity to read it; understands that it concerns dispute resolution; understands that Covered Claims may be decided by an arbitrator rather than a judge or jury; understands that certain claims may be excluded by law; understands that the Federal Arbitration Act may not apply to every transportation worker; has had the opportunity to consult an attorney; and accepts this Agreement voluntarily.

Delivery Professional: Full Legal Name, Business Name if applicable, Driver Account ID, Email, Date Accepted, Electronic Acceptance.

DROPO LLC: Doing Business As Dropo. Website: https://getdropo.com. Trust & Safety: https://getdropo.com/trust-safety. Support: support@getdropo.com.

BY ACCEPTING THIS AGREEMENT, DROPO AND DRIVER AGREE THAT COVERED CLAIMS THAT ARE LEGALLY SUBJECT TO ARBITRATION WILL BE RESOLVED THROUGH BINDING ARBITRATION RATHER THAN A COURT OR JURY TRIAL.