EZ Around Terms of Service

These Terms of Service constitute a legally binding agreement (the "Agreement") between you and EZ Around Technologies Inc. ("EZ Around," "we," "us," or "our") governing your use of the EZ Around application, website, and technology platform (collectively, the "EZ Around Platform" or the "Platform"), and any services you use, receive, or access from or through the Platform or otherwise through arrangements made by EZ Around's customer service or operations staff.

By entering into this Agreement, you expressly acknowledge that you understand this Agreement and accept all of its terms. IF YOU DO NOT AGREE to be bound by the terms and conditions of this Agreement, you may not use or access the Platform, or use any services accessed through the Platform or otherwise through the arrangements of EZ Around's customer service or operations personnel. USE OF THE PLATFORM OR ANY SERVICES PROVIDED OR ARRANGED BY OR THROUGH EZ AROUND CONSTITUTES AGREEMENT TO THESE TERMS.

PLEASE BE ADVISED: For Senders only, Section 12.11 contains provisions governing dispute resolution, including binding, final, individual arbitration and a class/collective/representative action waiver.

1. The EZ Around Platform

The Platform provides a marketplace where persons who seek to transport goods ("Senders") can send goods by being matched with independent companies and contractors offering, or willing to offer, delivery services (courier companies, delivery companies, and motor carrier companies offering services on the Platform are "Carriers"; individual service providers offering or performing services through the Platform (including personnel employed, contracted, or otherwise engaged by Carriers to perform services ("Carrier Personnel")) are "Drivers"; Carriers and Drivers are collectively, "Deliverers"). Senders and Deliverers are collectively "Users." Each User must create a User account that enables access to the Platform and binds such User to this Agreement.

For purposes of this Agreement, the delivery services provided to Senders by Deliverers who are matched through the Platform, through EZ Around's customer service or operations personnel, or through any third party service or technology platform integrated by EZ Around into the Platform are the "Services." By creating a User account and agreeing to these Terms, you also consent to receiving certain Services via any third-party services or technology platforms integrated into the Platform and agree to their terms to the extent applicable. Any decision by a User to offer or accept Services is in that User's sole discretion. EZ Around acts as a solar of Services and does not operate any delivery or transportation services business. Accordingly, EZ Around is not a transportation carrier or delivery services provider and does not directly provide transportation or delivery services. It is within each independent User's sole decision whether to contract for the provision of Services through the Platform.

2. Modification; Assignment; Third-Party Beneficiaries

EZ Around may modify this Agreement or any policies related to the Platform or Services at any time. Such modifications are binding upon your acceptance of the modified Agreement. In addition to any other manifestation of acceptance, continued use of the Platform or performance/receipt of any Services after EZ Around posts an updated version of this Agreement or any policies within the Platform or otherwise provides notice constitutes your acceptance. You are responsible for regularly reviewing the Platform for updates.

You may not assign this Agreement, in whole or in part, without EZ Around's express written consent, which may be withheld in EZ Around's sole discretion. Intended third-party beneficiaries may be identified in related agreements (e.g., Carrier/Solar Agreement).

3. Eligibility

The Platform and Services may only be used by individuals and entities who can form legally binding contracts. The Platform is not available to children (persons under 18) or Users whose accounts have been deactivated. By becoming a User, you represent and warrant that you have the right, authority, and capacity to enter into and abide by this Agreement and, if an individual, that you are at least 18 years old. You may not allow others to use your account; you are the sole authorized user.

4. Communications

EZ Around may communicate with users through email, telephone calls, push notifications, or other channels as necessary to provide and support its services.

Providing a mobile number or accepting these Terms does not, by itself, constitute consent to receive SMS marketing or Customer Care messages.

SMS participation requires separate affirmative consent for the applicable EZ Around SMS program. Marketing and Customer Care SMS programs use separate consent mechanisms.

Marketing messages (EZ Around Driver Opportunity Alerts) require separate express consent obtained only at www.ezaround.com/driver-sms-opt-in and may include up to 4 marketing messages per month. Customer Care messages (EZ Around Driver Support) require separate consent obtained only at www.ezaround.com/driver-support-sms-opt-in and message frequency varies.

Message and data rates may apply. Reply STOP to opt out. Reply HELP for help.

SMS consent is optional and is not a condition of applying, joining, creating an account, purchasing goods or services, or using EZ Around. Customer Care consent does not authorize Marketing messages, and Marketing consent does not authorize Customer Care messages.

Users participating in EZ Around SMS programs are also subject to the EZ Around SMS Terms & Conditions and the Privacy Policy.

5. Intellectual Property

All intellectual property rights in the Platform are owned by EZ Around. Subject to this Agreement, EZ Around grants each User a limited, revocable, non-transferable, non-sublicensable, non-exclusive license to use the Platform during the term of this Agreement, which license may be revoked at any time and terminates automatically upon termination of this Agreement. Each User grants EZ Around a perpetual, non-revocable, non-exclusive license to use any intellectual property included in content or information the User provides on the Platform to operate and improve the Platform and Services.

6. Disclaimers

The following disclaimers are made on behalf of EZ Around, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders ("EZ Around Parties"). The Platform is provided on an "as is" basis without any warranty, express, implied, or statutory. We do not guarantee any specific results from use of the Platform or Services, including the ability to provide or receive Services at any particular location or time. We disclaim implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that use of the Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, error-free, or virus-free. We disclaim liability for connectivity and availability. EZ Around expressly disclaims liability arising from unauthorized use of your account. Notify us immediately of any suspected breach. We are not responsible for information you disclose to other Users. We disclaim all liability for the acts or omissions of other Users (including unauthorized users). We may, but are not obligated to, monitor materials posted on the Platform and remove content in our sole discretion. EZ Around is not responsible for any fees or overage charges associated with data plans used to access the Platform.

7. Indemnity

You will defend, indemnify, and hold the EZ Around Parties harmless from any claims, actions, suits, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (1) your breach of this Agreement or any other agreement with EZ Around or its affiliates; (2) your violation of law or third-party rights; (3) your violation of any EZ Around policy; (4) any allegation that materials you submit or transmit infringe intellectual property or other rights; (5) your ownership, use, or operation of any vehicle, including loading/unloading or transport of cargo; and/or (6) any other activities in connection with the Services. This indemnity applies regardless of the negligence of any indemnified party to the fullest extent permitted by law.

8. Limitation of Liability

IN NO EVENT WILL THE EZ AROUND PARTIES BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, SERVICE INTERRUPTIONS, OR THE COST OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE PLATFORM, THE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING, EVEN IF ADVISED OF THE POSSIBILITY. THE PLATFORM MAY BE USED TO REQUEST AND SCHEDULE COURIER OR OTHER SERVICES WITH THIRD-PARTY PROVIDERS, BUT YOU AGREE THAT (1) EZ AROUND HAS NO RESPONSIBILITY OR LIABILITY RELATED TO ANY TRANSPORTATION, GOODS, OR OTHER SERVICES PROVIDED BY THIRD PARTIES EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND (2) YOU ASSUME ALL RISKS RELATED TO YOUR USE OF THE PLATFORM AND ANY SERVICES YOU RECEIVE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION/LIMITATION OF CERTAIN DAMAGES; IN SUCH JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9. Term and Termination

This Agreement is effective immediately upon your creation of a User account. It may be terminated: (a) by you, without cause, upon deletion of your account and discontinuance of any use of the Platform; (b) by EZ Around, with respect to any Deliverer, immediately if that Deliverer's applicable agreement (e.g., Non-CMV Deliverer Agreement or Carrier/Solar Agreement) is terminated; or (c) by either Party immediately upon the other Party's material breach. If terminated, you may not use the Platform or Services unless and until this Agreement is renewed with EZ Around's written approval (if previously terminated by EZ Around). EZ Around may also immediately terminate this Agreement or deactivate your account if: (1) you no longer qualify to provide or accept Services under applicable law; (2) we have a good-faith belief such action is necessary to prevent fraud, criminal activity, or protect safety; or (3) with respect to any Carrier or Deliverer, you or your Carrier Personnel fail to adhere to our Community Guidelines or become ineligible under applicable agreements. Sections 5–8, 9, 10, 11, 12.6–12.12, 13.2–13.4 survive termination.

10. Confidentiality and Personal Information

You agree not to use any technical, financial, strategic, or other proprietary and confidential information relating to EZ Around's business, operations, or properties, including User information ("Confidential Information"), for any purpose other than as contemplated herein, and not to disclose it to third parties except as necessary to perform or receive Services. You agree to take reasonable measures to protect Confidential Information.

To the extent EZ Around processes on your behalf any information relating to an identified or identifiable individual that is subject to data protection laws ("Personal Information"), EZ Around will not use, retain, sell, or disclose such Personal Information other than as expressly stated in this Agreement or as necessary to provide the Platform or Services.

11. Choice of Law and Severability

Except as set forth in Section 12.11 and except to the extent required under any other agreement between EZ Around and the applicable User, this Agreement is governed by the laws of the State of California, excluding its conflict-of-laws principles and subject to applicable federal law (including the FAA). If any provision is invalid or unenforceable, the remainder shall be construed to effectuate the Parties' original intent to the maximum extent possible.

12. TERMS FOR SENDERS

12.1 Sender's Relationship with EZ Around

EZ Around is a technology platform and logistics marketplace that connects Senders with Deliverers. EZ Around is not a motor carrier and does not assume possession, control, or responsibility for shipments. Deliverers retain full responsibility for transportation services they perform.

12.2 Shipment Requirements

Sender warrants that all shipments comply with applicable laws and regulations, are properly packaged and labeled, and do not contain prohibited items including but not limited to hazardous materials (unless properly declared and authorized), illegal substances, weapons, or perishable goods without proper packaging.

12.3 Prohibited Items

Sender may not use the Platform to ship: hazardous materials (except as expressly permitted), illegal drugs or substances, firearms or weapons, live animals, human remains, cash or negotiable instruments, or any items prohibited by law. Sender is solely responsible for compliance with all applicable import/export, customs, and trade regulations.

12.4 Insurance and Liability

EZ Around maintains cargo insurance as required by law. Claims for loss, damage, or delay must be submitted in writing within 30 days of delivery. EZ Around's liability is limited as set forth in Section 8. Sender is encouraged to obtain additional insurance for high-value shipments.

12.5 Payment Terms

Sender agrees to pay all fees and charges associated with Services, including delivery fees, fuel surcharges, and any applicable taxes. Payment is due at the time of booking unless otherwise agreed in writing. EZ Around reserves the right to suspend Services for overdue accounts.

12.6 Routing and Delivery

Deliverers may route/divert Shipments, including via intermediate stops, in their reasonable discretion. Delivery times are estimates only and not guaranteed unless expressly agreed in writing.

12.7 Claims Process

All claims (including loss assurance claims and claims for loss/damage/delay/destruction) must be submitted in writing to EZ Around within 30 days from the date a Deliverer accepted the Shipment. One claim per Shipment; settlement is full and final.

12.8 Circumstances Beyond EZ Around's Control

Neither EZ Around nor Deliverers are liable for loss/damage arising from circumstances beyond their control, including defects related to the Shipment, actions of third parties, or Force Majeure (e.g., natural disasters, war, civil unrest, pandemics, governmental orders). EZ Around is not liable for acts/omissions of Deliverers.

12.9 Sender's Warranties and Indemnities

Sender warrants that all information is complete/accurate; the Shipment is acceptable under law and complies with Section 12.3; Shipment was prepared securely; Sender complied with customs/import/export/data protection/sanctions/embargo laws; and Sender obtained necessary consents for personal data (including Receiver contact). Sender will defend, indemnify, and hold harmless EZ Around and Deliverers from claims/losses/costs (including attorneys' fees) arising out of Sender's breaches of laws or this Agreement, reliance on Sender information, or following Sender instructions, except to the extent caused by the party seeking indemnity.

12.10 Routing

Deliverers may route/divert Shipments, including via intermediate stops, in their reasonable discretion.

12.11 Dispute Resolution and Arbitration Agreement (Senders)

SENDER AND EZ AROUND MUTUALLY AGREE TO RESOLVE DISPUTES BY BINDING, INDIVIDUAL ARBITRATION AND WAIVE THE RIGHT TO COURT OR JURY TRIAL. This Arbitration Agreement is governed by the Federal Arbitration Act ("FAA") and survives termination. No class, collective, consolidated, or representative arbitration is permitted.

This Arbitration Agreement applies to all claims ("Claims") between Sender and EZ Around Parties to the fullest extent permitted by law. It does not require arbitration of Claims where pre-dispute arbitration agreements are unlawful.

Arbitration will be administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules as modified herein. Any demand must comply with AAA filing requirements and be delivered to the other Party. Unless the Parties agree otherwise, hearings will take place in San Diego County, California. Before initiating arbitration, the Parties may agree to attempt to resolve disputes informally for 30 days after written notice describing the dispute and relief sought.

Class/Representative Waiver & Court Determination. Any dispute regarding the availability of class/collective/representative arbitration shall be decided by a court of competent jurisdiction, not the arbitrator. If a court allows such arbitration notwithstanding this waiver, this Arbitration Agreement is void as to that dispute and that dispute will proceed in court in San Diego County, California.

12.12 Non-Solicitation of Deliverers, Employees, and Contractors

During the Term and for 6 months thereafter, other than through the Platform, Sender shall not directly or indirectly hire, contract with, solicit, induce, or recruit: (i) any Deliverer (or its workers who performed Services for Sender through the Platform) to perform transportation for Sender; or (ii) any employee/contractor of EZ Around or its affiliates to terminate or reduce their relationship to join Sender; provided that for a Deliverer or individual worker, Sender will not be restricted if Sender pays a Finder's Fee of $9,000. Sender will provide records upon request to verify compliance. Payments owed hereunder are due within 10 business days of hiring.

13. TERMS FOR DELIVERERS

All Carriers must enter a Carrier/Solar Agreement with EZ Around, and all Drivers (unless Carrier Personnel employed by a Carrier) must enter a Non-CMV Deliverer Agreement, prior to receiving access or performing Services. By accessing the Platform as a Driver, you agree to be bound by the Non-CMV Deliverer Agreement unless you are Carrier/Carrier Personnel; by accessing as a Carrier, you agree to be bound by the Carrier/Solar Agreement. In case of conflict between those agreements and this Agreement, those agreements control.

13.1 Deliverer Representations and Agreements

Care and Respect. Abide by our Community Guidelines and treat people and Shipments with care.

Confidentiality. Maintain confidentiality of Sender, Receiver, and Shipment information unless disclosure is legally required.

Safety. Perform Services safely; ensure you (and Carrier Personnel) are fit and able. You are responsible for obtaining and maintaining adequate health/occupational coverage. You may be required to complete safety training.

Zero Tolerance for Impairment. No drugs/alcohol while providing Services.

Qualifications. Operate vehicles and perform Services only if fully qualified, licensed, and insured under applicable law. You are responsible for compliance with laws governing Special Shipments and interstate transportation.

13.2 Relationship between EZ Around and Deliverers

Deliverers are independent contractors; no employment, partnership, joint venture, franchise, or agency relationship is created. Deliverers control when/where/how long to use the Platform and may accept/decline requests. Deliverers have no authority to bind EZ Around and will not claim otherwise.

13.3 Non-Circumvention

Deliverers shall not accept proposals from, provide Services to, or receive payment from Senders outside the Platform if the Deliverer provided any Services to such Sender through the Platform within the preceding 6 months.

13.4 Drivers Affiliated with Carriers

Subject to law and this Agreement, Carriers may use Carrier Personnel who must register accounts linked to the Carrier. Conflicts between this Agreement and the Carrier/Solar Agreement will be resolved in favor of the Carrier/Solar Agreement.