DELIVEREE VENDOR TERMS OF USE

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

1. Contractual Relationship

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

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

1.3 The “Vendor Service” is Deliveree’s:

(a) procurement and provisioning of opportunities for you to transport goods for customers (the “Customer” or “Customers”), and

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

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

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

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that with respect to any Vendor related agreement you have entered into with Deliveree, such agreements will not be superseded by these Terms, and to the extent that such other agreement is inconsistent with these Terms, such other agreement will govern.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

1.7 The vendor is an independent delivery contractor who is free to reject or accept, in the exercise of its exclusive judgment, services made though the platform.

2. License and Restrictions

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

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

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

3. Vendor Account

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

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

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

4. Fees and Payments

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

4.2 Payment Terms – You agree to the following with respect to the Vendor Service:

(a) You allow Deliveree to fully deduct, withhold, and/or offset from amounts owed to you the following: (i) Fees due for any booking accepted and carried out by you on the Vendor Platform, (ii) any applicable withholding taxes, (iii) any charges/fees associated to your Vendor Account, (iv) or any amounts for recovery of losses/damages suffered as a result of your use of your Vendor Account or your performance of delivery services wherein the amounts and the determination of your liability is at the sole discretion of Deliveree;

(b) Any initial price quote is based on the booking information provided by the Customer, and if booking information is changed, the price is likely to change as well, and by using the Vendor Service for such booking, you agree to such updated price; and

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

5. Disclaimer and Limitation of Liability

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

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

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

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

6. Content and Information

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

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

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

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

7. Privacy and Data Security

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

8. Warranties

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

8.2 Vendor Warranties – Vendor represents and warrants that:

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

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

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

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

(e) Vendor has all necessary consents and authorizations to book and transport under these Terms.

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

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

9. Other Matters

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

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

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

9.4 No Partnership – No joint venture, partnership, employment, or agency relationship exists between you, Deliveree or any third party as a result of these Terms or use of the Vendor Platform or Vendor Service.

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

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

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

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