Last Updated: December 29, 2025
IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT, CONTRACTOR ACKNOWLEDGES THAT THEY HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING THIS AGREEMENT.
This Independent Contractor Agreement (“Agreement”) describes the rules, restrictions, and obligations that govern your provision of services through the Olyns Platform (“Contracted Services”), as further described in section 3 below. This Agreement is between you, an independent contractor engaged in the business of performing the Contracted Services (“Contractor”), and Olyns Inc. with whom you are entering this Agreement, as described in section 23 below. Contractor may enter this Agreement either as an individual sole proprietor or a corporate entity. This Agreement will become effective on the date it is accepted regardless of whether Contractor is eligible to, or ever does, perform any Contracted Services.
BY ACCESSING THE OLYNS DELIVERY SMARTPHONE APPLICATION (“DELIVERY APP”), CONTRACTOR AGREES TO BE BOUND BY (1) THIS AGREEMENT, (2) OLYNS PRIVACY POLICY , (3) OLYNS CONSUMER TERMS OF SERVICE, (4) DELIVER DRIVER PLATFORM ACCESS POLICY AND (5) THE E-SIGN CONSENT AGREEMENT (SECTION 18).
WHEREAS, Company provides Delivery Professionals access to a proprietary technology platform (the “Platform”), which includes mobile applications and associated systems used to notify, assign, track, and verify completion of service tasks, as well as to process payments and provide operational support; and
WHEREAS, the Platform may also be accessed by Company partners, clients, or host locations (“Platform Users”) who request, authorize, or compensate for services performed by Delivery Professionals.
TABLE OF CONTENTS
Olyns is a technology company that provides a services platform using web-based technology (including the Delivery App) that facilitates the exchange of services among independent contractors, businesses, and recycling sites (together, the “Olyns Platform”). The Olyns Platform enables recycling hosts and Olyns to request services related to the operation, maintenance, and material handling of Olyns Cubes (“Service Requests”).
When a Service Request is created - such as a request to service pick up and deliver bags of collected materials - the Olyns Platform notifies independent contractors (“Delivery Professionals”) that a Contracted Service Opportunity (defined in Section 3.1 below) is available and facilitates completion of the Contracted Services. Olyns is not a recycling center, waste-hauling company, or logistics provider. The Delivery App merely enables the connection between Service Requests and independent contractors who choose to perform those services.
Contractor is an independent provider of Contracted Services, authorized to conduct those services in the geographic location(s) in which they operate. Contractor possesses and controls all equipment and personnel necessary to perform the Contracted Services in accordance with applicable laws. Contractor desires to enter into this Agreement for the opportunity to receive Contracted Service Opportunities through the Olyns Platform. Contractor understands and agrees they are not an employee of Olyns or any Merchant or an agent acting on behalf of Olyns or any Merchant or individual using the Olyns Platform and that they are performing Contracted Services on behalf of themselves and their business, not on behalf of Olyns. Contractor understands that: (i) they are free to select the times they wish to be available on the Olyns Platform to receive Contracted Service Opportunities; (ii) they are free to negotiate their earnings by, among other things, accepting or rejecting the Contracted Service Opportunities presented through the Olyns Platform, and can make such decisions to maximize their opportunity to profit; and (iii) they have the sole right to control the means and manner in which Contracted Services are performed.
In consideration of the above, as well as the mutual promises described herein, Olyns and Contractor (collectively, “the parties”) agree as follows:
1. PURPOSE OF THE AGREEMENT
1.1. This Agreement governs the relationship between Olyns and Contractor and establishes the parties’ respective rights and obligations. In exchange for the promises contained in this Agreement, Contractor will have the opportunity to receive Contracted Service Opportunities through the Olyns Platform and Contractor agrees to perform the Contracted Services for any Contracted Service Opportunities they choose to accept. However, nothing in this Agreement requires Contractor to perform any particular volume of Contracted Services, and nothing in this Agreement guarantees Contractor will receive any volume of Contracted Service Opportunities or other business through the Olyns Platform.
1.2. Contractor is not obligated to accept or perform any particular Contracted Service Opportunity offered through the Olyns Platform. However, once a Contracted Service Opportunity is accepted, Contractor must complete the Contracted Services according to all Consumer and Merchant specifications and the terms of this Agreement.
2. CONTRACTOR’S OPERATIONS
2.1. Contractor represents that they operate an independently established business enterprise that provides services, and that they satisfy all legal requirements and have all necessary licenses and permits necessary to perform the Contracted Services. As an independent enterprise, Contractor is solely responsible for determining how to operate their business and perform the Contracted Services.
2.2. Contractor agrees that all information they provide to Olyns or through the Olyns Platform will be accurate and they will promptly inform Olyns if any information requires updating.
2.3. Contractor agrees to fully perform the Contracted Services in a timely, efficient, safe, and lawful manner. Olyns has no right to, and shall not, control, direct, or manage the manner, method, or means Contractor uses to perform the Contracted Services. Instead, Contractor shall be solely responsible for determining the most effective, efficient, and safe manner to perform the Contracted Services, including, as applicable, determining the manner of pickup, shopping, delivery, and route selection.
2.4. Contractor retains the right to perform services (whether services similar to the Contracted Services or other services) with or for other businesses and/or other consumers, and Contractor represents that they advertise and hold themselves out to the general public as a separately established business. The parties recognize that they are or may be engaged in similar arrangements with other businesses to supply services similar to the Contracted Services and nothing in this Agreement prevents Contractor or Olyns from doing business with others. Olyns does not have the right to restrict Contractor from performing services for anyone else at any time, even if they directly compete with Olyns, and even when Contractor is logged into the Olyns Platform so long as performing such services does not otherwise violate this Agreement. Contractor’s right to compete with Olyns, or perform services for businesses that compete with Olyns, survives termination of this Agreement.
2.5. Contractor is not required to purchase, lease, or rent any products, equipment, or services from Olyns as a condition of receiving Contracted Service Opportunities through the Olyns Platform or entering into this Agreement.
2.6. Contractor agrees to immediately notify Olyns in writing at support@olyns.com if Contractor’s right to control, direct or manage the manner or means they use to perform Contracted Services differs from the terms in this Agreement.
2.7. When signing up to be a user of the Olyns Platform, Contractor’s information will be used to create an account. Contractor may not create multiple Delivery App accounts.
2.8. By entering this Agreement, Contractor also agrees to be bound by Olyns Consumer Terms of Service and that any breach of the Olyns Consumer Terms of Service will be considered a breach of this Agreement. However, to the extent that this Agreement and the Olyns Consumer Terms of Service conflict, the terms of this Agreement will take precedence.
2.9. In order to perform any Contracted Services, Contractor must, for the safety of the Olyns Platform, pass a background check and identity verification administered by third-party vendors, subject to Contractor's lawful consent.
2.10. Contractor also acknowledges that they may be offered opportunities to perform Contracted Services through the Olyns Platform by entities other than Olyns and that additional terms and conditions may apply to those opportunities. To the extent that any such terms and conditions conflict with this Agreement, the terms of this Agreement will take precedence.
2.11. Contractor acknowledges that when engaging with the Olyns Platform on a mobile device, data usage rates may apply.
2.12. To prevent unauthorized access to Contractor’s account and to prevent unauthorized use of Personal Information (as defined in section 5.1) and the Olyns Platform, Contractor agrees to protect and keep confidential all Personal Information and their email, phone number, password, and other means of accessing their account via the Olyns Platform by implementing appropriate technical and organizational measures. Contractor acknowledges that unauthorized use of Contractor’s account, email, phone number, password, or other means of accessing their account could lead to financial loss and access to Contractor’s sensitive personal and account information. If Contractor discloses (or otherwise allows to be made known) their account information, user ID, password, or other means of accessing their account to any person, Contractor assumes all risks and losses associated with such disclosure, including loss of access to the Contractor’s account. If Contractor believes someone may attempt to use, or has accessed, Contractor’s account without Contractor’s permission, or that any other unauthorized use or security breach has occurred, Contractor agrees to immediately notify Olyns at support@olyns.com.
2.13. Contractor shall at all times ensure that they use the most up-to-date version of the Delivery App available, have a mobile device capable of reliably running the most up-to-date version of the Delivery Professional App, and not intentionally block or attempt to bypass any automatic App updates.
2.14. From time to time, Olyns may invite Contractors to participate in sessions to test new features or services within or related to the Olyns Platform. Contractor shall keep confidential all information learned or obtained during such sessions and shall not disclose such information to anyone without Olyns’ express written consent.
3. CONTRACTED SERVICES
3.1 From time to time, the Olyns Platform will notify Delivery Professionals of opportunities to perform collection and delivery services related to the removal, transport, and delivery of collected recyclable materials from Olyns Cube host locations (“Contracted Service Opportunities”). Contracted Service Opportunities may include, but are not limited to:
- picking up full collection bags from a designated Olyns Cube host location;
- sealing and scanning bags to verify chain-of-custody;
- transporting full bags from the host location to an Olyns-designated delivery location;
- delivering bags to the designated location and completing any required drop-off or handoff steps recorded through the Delivery Professional App; and
- replacing empty bags or supplies as instructed through the Delivery App.
Delivery Professionals are under no obligation to accept any Contracted Service Opportunity offered through the Olyns Platform. Each Contracted Service Opportunity will include the details necessary for the Delivery Professional to decide whether to accept, including the pickup location, delivery location, required steps, and payment associated with completion. A Delivery Professional may accept or reject any Contracted Service Opportunity offered. Once accepted, the Delivery Professional agrees to complete the Contracted Services in accordance with the requirements provided in the Delivery Professional App, including required scans and confirmations. Compensation for any service provided under this Agreement is expressly conditioned upon the full and timely completion of all tasks, duties, and action steps required for that service. The Delivery Professional acknowledges and agrees that failure to complete any required component of the assigned service may result in the withholding or forfeiture of compensation for that service. The Company retains sole discretion to determine whether the required tasks have been satisfactorily completed and whether compensation is warranted.
3.2. Contractor warrants that Contractor is engaged in Contractor’s own business, separate and apart from Olyns’s business, which is to provide the Olyns Platform.
3.3. Contractor authorizes Olyns, during the course of any Contracted Services, to communicate with Contractor, and the Merchants, and/or or facilitate direct communication between Contractor and the Merchants, to the extent permitted by Contractor, for the purposes of assisting Contractor in their performance of the Contracted Services. Under no circumstances, however, shall Olyns be authorized to control, direct or manage the manner or means by which Contractor performs Contracted Services. This includes, but is not limited to, the following:
a.Olyns does not require any specific type, or quality, of Contractor’s choice of transportation.
b. Contractor does not have a supervisor or any individual at Olyns to whom they report.
c. Contractor is not required to use any signage or other designation of Olyns on their vehicle or person at any point in their performance of the Contracted Services.
d.Olyns has no control over Contractor’s personal appearance. Contractor shall not be required to wear a uniform or other clothing of any type bearing Olyns’s name or logo.
e. Contractor does not receive performance evaluations by Olyns.
3.4. In the event Contractor fails to fully perform any Contracted Service consistent with the parameters established by the Consumer and/or Merchant, or this Agreement (a "Service Failure"), Contractor shall forfeit all or part of the agreed upon fee for that service. If Contractor disputes responsibility for a Service Failure, the dispute shall be resolved pursuant to the "Payment Disputes" provision below.
3.5. Contractor shall comply with all applicable Olyns policies and guidelines as may be published or communicated to Contractor from time to time3.6. Contractor agrees to immediately notify Olyns in writing by submitting a Support inquiry through support@olyns.com if Contractor's services or scope of work differ in any way from what is contemplated in this section 3.
4. RELATIONSHIP OF PARTIES
4.1. The parties agree that this Agreement is between two co-equal, independent business enterprises that are separately owned and operated. The parties intend this Agreement to create solely the relationship of independent contracting parties. This is not an employment agreement, and the parties are not employees, agents, joint venturers, or partners of each other for any purpose. Neither party shall have the right to bind the other by contract or otherwise except as specifically provided in this Agreement (including section 18).
4.2. Olyns shall not have the right to, and shall not, control, direct, or manage Contractor’s manner or method of accomplishing Contracted Services. The parties agree that those provisions of the Agreement reserving ultimate authority in Olyns have been inserted solely for the safety of Consumers, Merchants, and other contractors using the Olyns Platform or to comply with applicable laws, regulations, and interpretations thereof.
4.3. Olyns shall report all payments made to Contractor on a calendar year basis using an appropriate IRS Form 1099. Contractor agrees to report all such payments and any cash gratuities to the appropriate federal and local tax authorities, as required by law. Where required by law, Contractor agrees to remit all required payments to the appropriate federal and local tax authorities.
5. PAYMENT FOR SERVICES
5.1. Unless a different rate of pay is negotiated or Contractor is notified otherwise by Olyns in writing or except as provided herein, Contractor will receive payment for all Contracted Services fully performed in an amount consistent with Olyns’s pay model. Olyns reserves the right to adjust or withhold all or a portion of payment owed to Contractor if Olyns reasonably believes that Contractor has defrauded or abused, or attempted to defraud or abuse, the Olyns Platform. From time to time, Contractor may be offered opportunities to earn more money for performing Contracted Services at specified times or in specified locations. Nothing prevents the parties from negotiating a different rate of pay, and Contractor is free to accept or reject any such opportunities to be paid at different rates.
5.2. By agreeing to any separate contract with a third party to process payments owed under this Agreement to Contractor, Contractor agrees that Olyns shall discharge its payment obligations to Contractor by funding the amounts payable and directing the third-party processor to pay such funded amounts to Contractor. After Olyns funds and directs payment, any failure or refusal by the third-party processor to issue payment to Contractor shall be the responsibility of Contractor to resolve.
5.3. Contractor shall not receive any wages, including vacation pay or holiday pay, from Olyns, nor shall they participate in or receive any other benefits, if any, available to Olyns’s employees.
5.4. Unless mandated by law, Olyns shall have no authority to withhold state or federal income taxes, social security taxes, unemployment insurance taxes/contributions, or any other local, state or federal tax on behalf of Contractor.
6. PAYMENT DISPUTES
6.1. Contractor's Failure. In the event there is a Service Failure, Contractor shall not be entitled to payment as described above (as determined in Olyns’s reasonable discretion based upon evidence provided by all parties). Any withholding of payment shall be based upon evidence provided by the Consumer, Merchant, Contractor, and/or any other party with information relevant to the dispute. Olyns shall make the initial determination as to whether a Service Failure was the result of Contractor's action or omission. Contractor shall have the right to challenge Olyns’s determination through any legal means contemplated by this Agreement; however, Contractor shall first notify Olyns in writing at support@olyns.com of the challenge and provide Olyns the opportunity to resolve the dispute. Contractor should include any documents or other information in support of their challenge.
6.2. Olyns’s Failure. In the event Olyns fails to remit payment in a timely or accurate manner, Contractor shall have the right to seek proper payment by any legal means contemplated by this Agreement and, should Contractor prevail, shall be entitled to recover reasonable costs incurred in pursuing proper payment; provided, however, Contractor shall first inform Olyns in writing at support@olyns.com of the failure and provide Olyns a reasonable opportunity to cure it.
7. EQUIPMENT AND EXPENSES
7.1. Contractor represents that they have or will lawfully acquire all equipment, including vehicles, smart phones, and gloves , necessary to perform Contracted Services ("Equipment"), and Contractor is solely responsible for ensuring that any vehicle used to perform Contracted Services conforms to all vehicle laws pertaining to registration, safety, equipment, inspection, and operational capability.
7.2. Contractor agrees that they are responsible for all costs and expenses arising from their performance of Contracted Services, including, but not limited to, costs related to Equipment. Typical expenses may include, but are not limited to, vehicle maintenance, gas, traffic fines or penalties, parking fees, and mobile device costs and fees (including applicable text messaging or data rates determined by Contractor’s carrier). Except as otherwise required by law, Contractor assumes all risk of damage or loss to their Equipment.
8. INSURANCE
8.1. Contractor shall at all times during the term of this Agreement maintain current insurance in amounts and of types required by law to provide the Contracted Services and cover Contractor during performance of the Contracted Services, at their own expense. Contractor acknowledges that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of this Agreement and grounds for termination of the Agreement and the loss of Contractor’s right to receive Contracted Service Opportunities.
8.2. Notification of Coverage. Contractor agrees to deliver to Olyns, upon request, current certificates of insurance as proof of coverage. Contractor agrees to provide updated certificates each time Contractor purchases, renews, or alters Contractor’s insurance coverage. Contractor agrees to give Olyns at least thirty (30) days prior written notice before cancellation of any insurance policy required by this Agreement.
8.3. Workers’ Compensation/Occupational Accident Insurance. Contractor agrees that Contractor will maintain sufficient insurance to cover any risks or claims arising out of or related to Contractor’s relationship with Olyns, including workers’ compensation insurance where required by law. Contractor acknowledges and understands that, unless otherwise required by law, Contractor will not be eligible for workers’ compensation benefits through Olyns and is instead responsible for maintaining their own workers’ compensation insurance or occupational accident insurance. Contractor’s maintenance of their own workers’ compensation insurance or occupational accident insurance will not disqualify Contractor from participating in the Occupational Accident Insurance Policy for Drivers, which Olyns may make available to Contractor.
8.4. Contractor’s Cooperation. For the purpose of assisting with Olyns’s compliance with insurance obligations, Contractor agrees to notify Olyns and/or their carrier of any purported occurrence, dispute, incident or accident (“Event”) while logged into the Delivery App and/or any Event that took place immediately before or after logging in or out of the Delivery App within 48 hours of the Event, where practicable. Contractor agrees to provide any cooperation and assistance that may be requested by a representative or agent of the applicable insurance carrier in relation to any Event while Contractor is logged into the Delivery App, including any investigation into the moments leading up to or immediately after the subject Event.
9. COMMUNICATIONS
9.1. By entering into this Agreement, Contractor agrees: (a) to accept and receive communications from or on behalf of Olyns and its corporate affiliates, Merchants, partners, or other third parties providing services to Contractor or to or on behalf of Olyns, including communications via email, SMS/text message, direct message, chat, calls, and push notifications to the contact information that Contractor provides in connection with Contractor’s relationship or interaction with Olyns and/or its corporate affiliates, and (b) that SMS/text messages and calls (including pre-recorded/automated message calls) may be delivered to Contractor’s phone or device including via an automatic telephone dialing system. The communications may include, without limitation, commercial or marketing messages; transactional or relationship messages (e.g., messages about Contracted Services, security, responses to communications initiated by Contractor, earnings for Contracted Services, updates to policies/legal agreements (e.g., privacy policies, terms of service)); newsletters; research; and customer support. The communications may be sent regardless of whether Contractor has performed any Contracted Services (e.g., if Contractor has started but not completed signing up to be a Contractor). Contractor acknowledges that receiving commercial or marketing messages (e.g., emails, SMS/text messages, push-notifications) or calls is not a requirement or condition for Contractor to perform or engage in the Contracted Services. Message and data rates may apply and message frequency may vary. If there are changes to Contractor’s contact information (e.g., email address, phone number), Contractor agrees to update Contractor’s account to help prevent or limit Olyns inadvertently communicating with someone else.
9.2. For support or help, Contractor can contact Olyns Support at support@olyns.com. For more information about Olyns’s practices, contact information, and opt-out options, Contractor may review the Olyns Privacy Policy.
10. INDEMNITY
10.1. Olyns agrees to indemnify, protect and hold harmless Contractor from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly from the failure of the Delivery App to perform as represented in writing or intellectual property infringement claims.
10.2. Contractor agrees to indemnify, protect, and hold harmless Olyns, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of Contractor and/or their agents arising from the performance of Contracted Services under this Agreement, including personal injury or death to any person, as well as any liability arising from Contractor’s failure to comply with the terms of this Agreement. Contractor’s obligations hereunder shall include the cost of defense, including attorneys’ fees, as well as the payment of any final judgment rendered against or settlement agreed upon by Olyns or its parent, subsidiary, and/or affiliated companies.
10.3. Contractor agrees to indemnify, protect, and hold harmless Olyns, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all tax liabilities and responsibilities for payment of all federal, state, provincial, and local taxes, including, but not limited to all payroll taxes, self-employment taxes, workers compensation premiums, and any contributions imposed or required under federal, state, provincial, and local laws, with respect to Contractor.
10.4. Contractor shall be responsible for, indemnify, and hold harmless Olyns, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from all costs of Contractor’s business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local, state, provincial, or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities.
11. MUTUAL ARBITRATION PROVISION
11.1. Contractor and Olyns agree to this Mutual Arbitration Provision, which is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) and requires arbitration of any and all disputes arising out of or relating to this Agreement, including but not limited to Contractor’s classification as an independent contractor, Contractor’s provision of Contracted Services to Merchants, or other individuals or businesses, the payments received by Contractor for providing services, the termination of this Agreement, and all other aspects of Contractor's relationship with Olyns, past, present or future, whether arising under federal, state or local statutory and/or common law, including without limitation harassment, discrimination or retaliation claims and claims arising under or related to the Civil Rights Act of 1964 (or its state or local equivalents), Americans With Disabilities Act (or its state or local equivalents), Age Discrimination in Employment Act (or its state or local equivalents), Family Medical Leave Act (or its state or local equivalents), Federal Credit Reporting Act (or its state or local equivalents), Telephone Consumer Protection Act (or its state or local equivalents), or Fair Labor Standards Act (or its state or local equivalents), state and local wage and hour laws, state and local statutes or regulations addressing the same or similar subject matters, and all other federal, state or local claims arising out of or relating to Contractor’s relationship or the termination of that relationship with Olyns. Arbitration is a dispute-resolution process in which a neutral third party (the arbitrator) makes a final and binding decision resolving the dispute. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
11.2. Class, collective, and/or representative actions have been filed against Olyns and/or may be filed in the future, and your agreement to arbitrate may affect your rights with respect to those actions. You have the right to consult with counsel of your choice about this Mutual Arbitration Agreement (and any other provision in this Agreement).
11.3. This Mutual Arbitration Provision extends to disputes between Contractor and any Olyns affiliates, subsidiaries, successors, related entities, agents, employees, contractors, subcontractors, insurers, licensees, assignees, vendors, and suppliers (including but not limited to Paypal Persona, Checkr, Blue Star, Stripe, Payfare, and their affiliates) (“Related Third Parties”) that arise out of or relate to this Agreement or the Olyns Platform. This Mutual Arbitration Provision is expressly intended to insure to the benefit of, and be enforceable by, the Related Third Parties. To the maximum extent permitted by law, this Mutual Arbitration Provision also applies to claims brought by an association or organization of which Contractor or Olyns is a member, if the association’s or organization’s claims are asserted in a representative capacity, the association or organization seeks to redress harm allegedly suffered by Contractor or Olyns, or the claim would otherwise be covered by this Mutual Arbitration Provision if the claim were brought directly by Contractor or Olyns. The parties agree that upon learning of such claims brought by an association or organization, the parties must take all reasonable steps to move the dispute into arbitration, including, but not limited to (1) requesting that the party’s association or organization resolve the dispute in arbitration under this Mutual Arbitration Provision, and (2) informing the relevant court or tribunal of the existence of this Mutual Arbitration Provision and requesting the court or tribunal to compel arbitration. This Mutual Arbitration Provision does not apply to any claims that cannot be arbitrated under applicable law, including but not limited to individual claims of sexual assault or sexual harassment, after accounting for FAA preemption.
11.4. The parties expressly agree that this Mutual Arbitration Provision shall be governed by the FAA even if Contractor, Olyns, or the Agreement are otherwise exempted from the FAA. Any disputes regarding the FAA’s application shall be resolved exclusively by an arbitrator. If for any reason the FAA does not apply, the state law governing arbitration agreements in the state in which Contractor has performed the majority of Contracted Services shall apply, or, if Contractor has not performed any Contracted Services, the state law governing arbitration agreements in the state in which Contractor’s primary residence is located shall apply.
11.5. To the extent the parties have related arbitrable and non-arbitrable disputes, the arbitrable disputes shall proceed first in arbitration and the non-arbitrable disputes shall be stayed, and any applicable statutes of limitations tolled, pending completion of the arbitration.
11.6. Informal Dispute Resolution. Contractor and Olyns agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. Contractor and Olyns therefore agree that, before either Contractor or Olyns demands arbitration against the other, they will offer to personally meet and confer, via telephone or videoconference, in a good-faith effort to resolve informally any claim covered by this Mutual Arbitration Provision. The informal dispute resolution conference shall be individualized such that a separate conference must be held each time either party intends to commence arbitration; multiple individuals or entities initiating claims cannot participate in the same informal dispute resolution conference, unless mutually agreed to by the parties. If a party is represented by counsel, the party’s counsel may participate in the conference, but both parties (Contractor and Olyns) shall also fully participate in the conference. The party initiating the claim must give notice to the other party in writing of their intent to initiate an informal dispute resolution conference, which shall occur within 60 days after the other party receives such notice, unless an extension is mutually agreed upon by the parties. To notify Olyns that Contractor intends to initiate an informal dispute resolution conference, email support@olyns.com, providing Contractor’s name, the telephone number associated with Contractor’s Delivery App account (if any), the email address associated with Contractor’s Delivery App account, and a description of Contractor’s claims. If Olyns intends to initiate an informal dispute resolution conference, Olyns shall do so by emailing the email address associated with Contractor’s Delivery App account, and providing a description of Olyns’s claims. In the interval between the party receiving such notice and the informal dispute resolution conference, the parties shall be free to attempt to resolve the initiating party’s claims. If the party receiving the informal dispute resolution notice declines to engage in an informal dispute resolution conference or fails to respond to the claimant’s notice, then the claimant may initiate an arbitration 60 days after first providing notice. For sake of clarification only, if the party receiving the informal dispute resolution notice declines to engage in an informal dispute resolution conference or fails to respond to the claimant’s notice, that shall not constitute a breach of, or failure to comply with, this provision.
11.7. The arbitrator shall dismiss any arbitration filed without fully and completely complying with these informal dispute resolution procedures. If an arbitration is dismissed because a party willfully failed to comply with these informal dispute resolution procedures, the arbitrator may order the non-compliant party to pay any arbitration filing fees and costs incurred by the other party. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process. Likewise, if the party receiving the informal dispute resolution notice declines to engage in an informal dispute resolution conference or fails to respond to the claimant’s notice, then the statute of limitations and any filing fee deadlines shall be tolled during the 60 day period between when the claimant provides notice and when the claimant is permitted to initiate the arbitration.
11.8. If, following the informal dispute resolution process, either Contractor or Olyns wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period (after accounting for any tolling, including the tolling provided for in the prior section). This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, (3) a description of the remedy sought, (4) the amount in controversy, and (5) the personal signature of the party seeking arbitration. Any demand for arbitration by Contractor must be delivered to the counsel who represented Olyns in the informal dispute resolution process, or if there was no such counsel, then to Cooley, 3175 Hanover Street, Palo Alto, CA 94304-1130.
11.9. Arbitration Class Action Waiver. Contractor and Olyns mutually agree to waive their right to have any dispute or claim brought, heard or arbitrated as, or to participate in, a class, collective, consolidated, and/or representative action (“Arbitration Class Action Waiver”). If applicable law (after taking into account FAA preemption) allows parties to waive the right to seek a public injunction, then the parties mutually agree to waive their right to public injunctive relief. Contractor and Olyns agree that all disputes and claims shall be resolved in arbitration on a non-consolidated individualized basis only, and that any such proceeding may not be used to resolve the claims or rights of others. Further, any dispute or claim belonging to a party, for the benefit of a party, or seeking relief owed to a party brought by anyone (including but not limited to claims by government entities or officials for restitution) shall be resolved in arbitration on an individual basis only. If any provision, portion, or application of this Arbitration Class Action Waiver is found to be unenforceable or unlawful for any reason, (1) the unenforceable provision, portion, or application shall be severed from this agreement; (2) the rest of this Arbitration Class Action Waiver shall remain valid; and (3) the class, collective, consolidated, or representative action must be litigated in a civil court of competent jurisdiction and not in arbitration (but stayed pending the completion of arbitration of any arbitrable disputes per section 11.5 above). With respect to claims under California’s Private Attorneys General Act (“PAGA”), the parties intend that this agreement achieve the same result as in Viking River Cruises, Inc. v. Moriana, 142 S. Ct. 1906, 1925 (2022)—i.e., that individual PAGA claims be decided in individual arbitration and that non-individual PAGA claims subsequently be decided by a court of competent jurisdiction (to the extent the plaintiff has standing to maintain such a claim). Nothing in this paragraph shall be construed to prohibit settlements on a class-wide, collective, and/or representative basis.
11.10. All disputes with respect to whether this Mutual Arbitration Provision is unenforceable, unconscionable, applicable, valid, void or voidable shall be determined exclusively by an arbitrator, and not by any court. However, notwithstanding any other clause contained in this Agreement or the JAMS Rules, as defined below, any claim that all or part of the Arbitration Class Action Waiver is unenforceable, unconscionable, inapplicable, invalid, void, or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.
11.11. Any arbitration shall be governed by JAMS (the “Administrator”) in accordance with its Comprehensive Arbitration Rules and Procedures and, if applicable, the JAMS Mass Arbitration Procedures and Guidelines (together, the “JAMS Rules”), except as follows:
a. The arbitration shall be heard by one arbitrator (the “Arbitrator”) selected in accordance with the JAMS Rules. The Arbitrator shall be an attorney with experience in the law underlying the dispute. Nothing in this Agreement or the JAMS Rules is intended to override or displace any statutory rights to disqualify an arbitrator.
b. If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place within 45 miles of Contractor’s residence as of the effective date of this Agreement.
c. JAMS’ fee schedule will apply with the following exceptions. Unless applicable law provides otherwise, Olyns and Contractor shall equally share filing fees and other similar and usual administrative costs, as are common to both court and administrative proceedings, but Contractor’s share of such fees and costs will not exceed the filing fee to file the case in a court of competent jurisdiction embracing the location of the arbitration. If required by applicable law, Olyns shall pay any costs uniquely associated with arbitration, such as payment of the fees of the Arbitrator, as well as room rental.
d. The Arbitrator may issue orders (including subpoenas to third parties, to the extent permitted by law) allowing the parties to conduct discovery sufficient to allow each party to prepare that party's claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes. For example, the parties agree that the Apex Doctrine shall apply and therefore preclude depositions of either party’s current or former high-level officers absent a showing that the officer has unique, personal knowledge of discoverable information and less burdensome discovery methods have been exhausted.
e. Except as provided in the Arbitration Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the applicable state or federal substantive law, or both, as is applicable.
f. The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.
g. The Arbitrator's decision or award shall be in writing and shall include findings of fact and conclusions of law.
h. The Arbitrator may issue orders to protect the confidentiality of proprietary information, trade secrets, or other sensitive information. Subject to the discretion of the Arbitrator or agreement of the parties, any person having a direct interest in the arbitration may attend the arbitration hearing. The Arbitrator may exclude any non-party from any part of the hearing.
i. The award shall be binding only among the parties to the arbitration and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The Arbitrator’s decision is final and binding on Contractor and Olyns.
j. Either Contractor or Olyns may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual.
k. The Parties agree that, in order to make arbitration more cost effective and efficient, the arbitration administrator may assign up to 50 similar arbitration claims to the same arbitrator. Multiple claims assigned to the same arbitrator shall each be resolved on an individual basis by the arbitrator.
11.12. If JAMS is unavailable or for any reason declines to administer the arbitration, then the arbitration shall be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and, if applicable, its Mass Arbitration Supplemental Rules (the “AAA Rules”). If both JAMS and AAA are unavailable, the parties shall meet and confer to select an arbitrator; absent agreement, either party may invoke 9 U.S.C. § 5 to request that a court of competent jurisdiction appoint an arbitrator.
11.13. Nothing in this Mutual Arbitration Provision prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, U.S. Securities and Exchange Commission, National Labor Relations Board, or Office of Federal Contract Compliance Programs. Nothing in this Mutual Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Mutual Arbitration Provision. Nothing in this Mutual Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. Olyns will not retaliate against Contractor for filing a claim with an administrative agency or for exercising rights (individually or in concert with others) under section 7 of the National Labor Relations Act. Disputes between the parties that, after taking into account FAA preemption, may not be subject to predispute arbitration agreement, including as provided by an Act of Congress or lawful, enforceable Executive Order, are excluded from the coverage of this Mutual Arbitration Provision.
11.14. The JAMS Rules may be found at www.jamsadr.com, and the AAA Rules may be found at www.adr.org, or by asking Olyns’s Counsel to provide a copy (by submitting a written request to Cooley, 3175 Hanover Street, Palo Alto, CA 94304-1130).
11.15. Contractor’s Right to Opt Out of Arbitration. Arbitration is not a mandatory condition of your contractual relationship with Olyns, and therefore you may notify Olyns that you wish to opt out of this Mutual Arbitration Provision. To opt out, you must notify Olyns in writing of your intention to opt out by sending a letter, by First Class Mail, to Olyns Inc, 2968 Scott Blvd,Santa Clara, CA 95054 . Any attempt to opt out by email or by mail to any address other than the one listed above will be ineffective. The letter must state your intention to opt out and must be postmarked within 30 days of the effective date of this Agreement. The letter must be signed by you, and not by any agent or representative. The letter may opt out, at most, only one Contractor, and letters that purport to opt out multiple Contractors will not be effective as to any. No Contractor (or their agent or representative) may effectuate an opt out on behalf of other Contractors. If you opt out as provided in this paragraph, you will not be subject to any adverse action from Olyns as a consequence of that decision and you may pursue available legal remedies without regard to this Mutual Arbitration Provision. If you do not opt out within 30 days of the effective date of this Agreement, you and Olyns shall be deemed to have agreed to this Mutual Arbitration Provision.
11.16. Except as specified in the prior paragraph, this Mutual Arbitration Provision supersedes any and all prior arbitration agreements between Contractor and Olyns and is the full and complete agreement relating to the formal resolution of disputes covered by this Mutual Arbitration Provision. In the event any portion of this Mutual Arbitration Provision is deemed unenforceable, the remainder of this Mutual Arbitration Provision will be enforceable. The award issued by the Arbitrator may be entered in any court of competent jurisdiction.
12. LITIGATION CLASS ACTION WAIVER
To the extent allowed by applicable law, separate and apart from the Mutual Arbitration Provision found in section 11 as applicable, Contractor and Olyns agree that any proceeding to litigate in court any dispute arising out of or relating to this Agreement, whether because Contractor opted out of the Mutual Arbitration Provision or any other reason, will be conducted solely on an individual basis, and the parties agree not to seek to have any claim or dispute heard as a class, collective, consolidated, or representative action(“Litigation Class Action Waiver”). If a court of competent jurisdiction determines that all or part of this Litigation Class Action Waiver is unenforceable, unconscionable, void or voidable, the remainder of this Agreement shall remain in full force and effect. For sake of clarification only, nothing in this section shall be construed to prohibit settlements on a class-wide, collective, and/or representative basis.
13. PROPRIETARY RIGHTS AND LICENSES
13.1. All copyright, database rights, trademarks (whether registered or unregistered), design rights (whether registered or unregistered), patent applications, patents, and other intellectual property rights of any nature in the Olyns Platform, together with the underlying software code and any and all rights in, or derived from, the Olyns Platform, are proprietary and owned either directly by Olyns or by Olyns’s licensors and are protected by applicable intellectual property and other laws. Contractor agrees that they will not use nor share such proprietary information, materials, or intellectual property rights in any way whatsoever except for by use of the Olyns Platform to perform the Contracted Services in compliance with the terms of this Agreement. No portion of the Olyns Platform may be reproduced in any form or by any means, except as expressly permitted in the terms of this Agreement. Contractor agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Olyns Platform or any intellectual property rights therein in any manner, and Contractor shall not exploit the Olyns Platform or any intellectual property rights therein in any unauthorized way whatsoever.
13.2. Olyns hereby grants Contractor a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Olyns Platform solely for their lawful use to perform the Contracted Services in accordance with these terms of this Agreement. Olyns retains all rights, title, and interest in and to the Olyns Platform and its other intellectual property rights therein. Any such license shall terminate upon termination of this Agreement.
13.3. Contractor acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by Contractor to Olyns regarding the Olyns Platform are provided freely and shall become the sole property of Olyns. Olyns shall own exclusive rights of such Submissions, including all intellectual property rights therein, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to Contractor.
13.4 Contractor will not and will not permit or authorize any third party to (a) circumvent or disable any security or other technological features or measures of, or otherwise gain or attempt to gain unauthorized access to the Olyns Platform; or (b) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or the underlying ideas, algorithms, structure, or organization of the Olyns Platform unless such actions are authorized by compulsory provisions of applicable law.
14. LEGAL PROCESSES AFFECTING DELIVERY APP ACCOUNTS
14.1. If legal action such as a garnishment, levy or other state, provincial, or federal legal process (“Legal Process”) is brought against Contractor’s Delivery App account, Olyns will not contest on Contractor’s behalf any such Legal Process and may take action to comply with such Legal Process as Olyns determines to be appropriate in the circumstances without liability to Contractor. Contractor agrees that Olyns may honor Legal Process that is served personally, by mail, email or facsimile transmission at any Olyns facility or at the office of any agent authorized by appointment or by law to receive service on behalf of Olyns, even if such service is insufficient under law.
14.2. If Legal Process is brought against Contractor’s Delivery App account, Olyns may prohibit Contractor from utilizing payment options other than bi-weekly direct deposits (e.g., prohibiting use of Paypal or other payment alternatives that Olyns may offer to Contractor). Contractor shall be liable to Olyns for any amounts received by Contractor through payment options other than bi-weekly direct deposit that otherwise would have been withheld pursuant to such Legal Process, and Olyns may recoup or offset such amounts from any obligation owed by Olyns to Contractor.
14.3. Contractor acknowledges that Legal Process against Contractor’s Delivery App account may result in delays in payments to Contractor. Olyns shall not be liable to Contractor on account of any losses resulting from such delay.
15. TERMINATION OF AGREEMENT
15.1. Contractor may terminate this Agreement at any time, for any reason or no reason, upon written notice to Olyns, provided that, in order to allow Olyns reasonable time to process such termination, Contractor’s notice will not be effective until the earlier of (i) seven (7) days following Olyns’s receipt of said notice or (ii) deactivation of Contractor’s Delivery App account. Olyns may terminate this Agreement and deactivate Contractor’s Delivery App account only for the reasons set forth in the Olyns DELIVERY DRIVER PLATFORM ACCESS POLICY which Contractor expressly agrees to, or for a material breach of this Agreement. Notwithstanding the foregoing, Olyns reserves the right to temporarily remove access to the Olyns Platform for the purposes of timely investigation where fraud or abuse is suspected, including circumvention of compliance with Legal Process, or when deemed necessary by Olyns to protect the safety and security of Olyns users.
15.2. Notwithstanding any other provision in this Agreement, Olyns reserves the right to modify the DELIVERY DRIVER PLATFORM ACCESS POLICY if, in Olyns’s good faith and reasonable discretion, it is necessary to do so for the safe and/or effective operation of the Olyns Platform. Olyns shall provide notice of any material changes to Contractor via email. Changes to the DELIVERY DRIVER PLATFORM ACCESS POLICY shall be effective and binding on the parties upon Contractor’s continued use of the Olyns Platform following Olyns’s email notice of such modifications. Nothing will prevent Contractor from attempting to negotiate an exemption from any modification to the Service Provider Platform Access Policy.
15.3. Contractor’s and Olyns’s obligations and rights arising under the Mutual Arbitration Provision of this Agreement (in section 11, as applicable) shall survive termination of this Agreement.
16. MODIFICATION
Olyns may modify this Agreement at any time. When Olyns makes material changes to this Agreement, it will post the revised Agreement on the Olyns Platform and update the “Last Updated” date at the top of the Agreement. Olyns will also provide Contractor with notice of any material changes before the revised Agreement becomes effective. If Contractor disagrees with the revised Agreement, Contractor may terminate the Agreement as provided herein. If Contractor does not terminate the Agreement before the date the revised Agreement becomes effective, Contractor’s continued access to or use of the Olyns Platform will constitute acceptance of the revised Agreement. Olyns may modify information on any website hyperlinked from this Agreement from time to time, and such modifications shall be effective upon posting. Continued use of the Olyns Platform after any such changes shall constitute Contractor’s consent to such changes.
17. ENTIRE AGREEMENT, TRANSFERABILITY, AND WAIVER
17.1. This Agreement shall constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and shall not be modified, altered, changed or amended in any respect, unless in writing and signed by both parties, or unless Olyns modifies the Agreement pursuant to section 18. Before accepting any modifications, alterations, changes or amendments, Contractor shall have the right to discuss any proposed changes with Olyns and consider whether to continue their contractual relationship with Olyns. This Agreement supersedes any prior contract between the parties. To the extent Olyns’s consumer-facing Terms and Conditions Agreement (or updated consumer-facing Terms and Conditions Agreement, if applicable) is inconsistent or conflicts with this Agreement, this Agreement controls. However, the decision to opt-out of the Mutual Arbitration Provision in this Agreement (in section 11, as applicable) does not affect the enforceability of any arbitration agreement in the consumer-facing Terms and Conditions Agreement to which Contractor may be bound (and vice versa). This Agreement may not be assigned by either party without written consent of the other and shall be binding upon the parties hereto, including their heirs and successors, provided, however, that Olyns may assign its rights and obligations under this Agreement to an affiliate of Olyns or any successor(s) to its business and/or purchaser of substantially all of its stock or assets. References in this Agreement to Olyns shall be deemed to include such successor(s).
17.2. The failure of Olyns or Contractor in any instance to insist upon a strict performance of the terms of this Agreement or to exercise any option herein shall not be construed as a waiver or relinquishment of such term or option and such term or option shall continue in full force and effect.
18. E-SIGN CONSENT AGREEMENT
This Olyns E-Sign Consent Agreement (“E-Sign Agreement”) allows us to provide you with electronic versions of notices, disclosures and other communications in connection with the services we offer and agreements we enter into with you. In this E-Sign Agreement, the words "you" and "your" mean any person giving consent to our use of electronic Disclosures and signatures as described below. The words "Olyns," "we," "us," and "our," mean Olyns, Inc. its affiliates, successors, assigns, and any designated third-party service providers acting on their behalf.
18.1. Scope of E-Sign Agreement. This E-Sign Agreement applies to all agreements, policies, terms, notices, authorizations, receipts, confirmations, statements, account histories, disclosures and any other communication (each, a “Disclosure”) that we are required by law to provide to you in connection with any products, services, transactions, or agreements we offer or enter into with you now or in the future (collectively, the “Services”).
18.2. Consent to Receive Disclosures Electronically. By consenting to this E-Sign Agreement, you agree to the following:
a.Olyns may provide any or all Disclosures to you electronically in any manner, including, but not limited to, via our website, any Olyns app, a hyperlink provided on the Olyns website or app, a push notification, an email to the email address you provided to us, or a text message to the mobile telephone number you provided to us.
b.Olyns may, but is not required to, notify you via email, text message or push notification when a Disclosure is available. The Disclosures will be provided to you in a format that can either be retained, printed or downloaded for your records.
c. Continued use of the Delivery App constitutes acceptance of this agreement and has the same effect as if you signed in ink.
d. Disclosures we provide to you electronically will have the same meaning and effect as if provided in paper form, regardless of whether you actually view those Disclosures.
e.Olyns reserves the right to decide whether to provide a Disclosure electronically and whether to request your electronic signature for any Disclosure.
f. You have reviewed this E-Sign Agreement and verified that you can print or save a copy of it with your records.
18.3. System Requirements. You acknowledge and agree that, in order to view and/or retain copies of the Disclosures, you will need the following hardware and software:
a. A personal computer or other access device (such as a mobile phone) that is capable of accessing the internet (e.g., you must have a modem and available phone line, a cable internet connection or some other means of access to the internet, and you must have an active account with an internet service provider). Your access to this page verifies that your system meets these requirements.
b. You must have an Internet web browser which is capable of supporting 128-bit SSL encrypted communications, which requires a minimum web browser version of either Microsoft® Internet Explorer version 9, Mozilla Firefox 21, Google Chrome 27+,or Safari on Mac OS X 10.8 and your system must have 128-bit SSL encryption software. Your access to this page verifies that your browser and encryption software meet these requirements.
c. A current version of a PDF reader.
d. An active email address.We will notify you if our hardware or software requirements change and whether any change creates a material risk that you would not be able to access or retain your electronic Disclosures. By continuing to use the Services after receiving any notice of a hardware or software requirements change you are reaffirming your consent to electronic Disclosures.
18.4. Revocation of Electronic Record Consent. You may revoke your consent to the use of electronic Disclosures by emailing Olyns at support@olyns.com with “Revoke Electronic Record Consent” in the subjectline. The legal effectiveness, validity and/or enforceability of electronic Disclosures we sent before your consent will not be affected by your revocation. If you revoke your consent, Olyns may close or limit access to your Olyns account and any or all Services.
18.5. Paper Copies. You agree that Olyns may modify or change the methods of issuing Disclosures as described herein, and that Olyns may send you Disclosures in paper form at its option. You can obtain a paper copy of an electronic Disclosure at no charge if you request one within a reasonable time after we first provided the electronic Disclosure to you. To request a paper copy of a Disclosure, contact Olyns Support at support@olyns.com.
18.6. Updating Your Information. It is your responsibility to provide Olyns with a true and accurate primary email address, phone number, and other contact information. It is also your responsibility to notify Olyns of any changes to your primary email address, phone number, or any other contact information so that Olyns can communicate with you electronically. To update your information, contact Olyns Support at support@olyns.com.
18.7. Acceptance. By accepting this E-Sign Agreement, you agree that you have read and consent to the terms set forth herein. In doing so, you are also confirming that you meet the system requirements described above, that you have demonstrated your ability to receive, retain, and view electronic Disclosures. If you do not provide your consent to this E-Sign Agreement, we may immediately close or limit access to your Olyns account and any or all Services.
19. MISCELLANEOUS
19.1. Captions Section Headings. Captions and section headings appearing in this Agreement are for convenience only and do not in any way limit, amplify, modify, or otherwise affect the terms and provisions of this Agreement.
19.2. Severability Clause. Except as specifically provided in section 11, if any part of this Agreement is declared unlawful or unenforceable, the remainder of this Agreement shall remain in full force and effect.
19.3. Governing Law. Except for the Mutual Arbitration Provision in section 11, as applicable, which, with respect to section 11, is governed by the Federal Arbitration Act, the choice of law for interpretation of this Agreement, and the right of the parties hereunder, as well as substantive interpretation of claims asserted pursuant to section 11, as applicable, shall be the rules of law of the state, territory, or province in which Contractor has performed the majority of Contracted Services, or, if Contractor has not performed any Contracted Services, the rules of law of the state, territory, or province in which Contractor’s primary residence is located.
19.4. Forum Selection. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both Contractor and Olyns agree that such litigation will be conducted exclusively in the state, territory, or province in which Contractor has performed the majority of Contracted Services, or, if Contractor has not performed any Contracted Services, the state, territory, or province in which Contractor’s primary residence is located. This provision applies to any and all claims or disputes arising out of or relating to the subject matter of this Agreement; the Olyns Platform or services; any Contracted Services or activities incidental to Contracted Services; payments related to this Agreement; and communications by either of the parties or between the parties related to any of the foregoing. This includes, without limitation, contract claims, tort claims, statutory claims, claims for unfair competition, and claims brought under labor or employment law.
19.5. Notice and Opportunity to Cure. Contractor agrees to notify Olyns in writing at support@olyns.com of any breach or perceived breach of this Agreement, of any claim arising out of or related to this Agreement, or of any claim that Contractor’s services or scope of work differ in any way from what is contemplated in this Agreement, including but not limited to the terms in sections 2 (Contractor’s Operations) and 3 (Contracted Services), or if the relationship of the parties differs from the terms contemplated in section 4 (Relationship of Parties).
20. OLYNS CONTRACTING ENTITY
The Olyns entity with whom you are entering this Agreement is Makalu Inc
21. GOVERNING LAW AND VENUE:
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware, as they are applied to agreements entered into and to be performed entirely within Delaware and without regard to conflict of law principles, except to the extent that law is inconsistent with or preempted by federal law. To the extent that a dispute is not subject to arbitration under Section 18 (Dispute Resolution) of this Agreement, that action shall be brought in the appropriate state or federal court located in Delaware; and we both irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts in Delaware for the adjudication of all non-arbitral claims.
IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY ALL OF THE FOREGOING TERMS PLEASE DO NOT ACCESS AND/OR USE THE SERVICE.)
This agreement can be downloaded and printed at https://www.olyns.com/delivery-driver-terms-of-use
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