Delivery Driver Agreement

Effective March 5, 2017

This agreement (the “Agreement”) is made and entered between you (“Contractor” or “you”), an
independent Contractor engaged in the business of performing delivery services, and Stroll
Guam Inc. (“Stroll Guam”).

IMPORTANT: PLEASE NOTE THAT TO USE THE STROLL GUAM PLATFORM AS A
CONTRACTOR, YOU MUST AGREE TO THE TERMS AND CONDITIONS SET FORTH
BELOW. PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION SET FORTH BELOW
IN SECTION 11 CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH
STROLL GUAM ON AN INDIVIDUAL BASIS, EXCEPT AS OTHERWISE PROVIDED IN
SECTION 11, THROUGH FINAL AND BINDING ARBITRATION UNLESS YOU CHOOSE TO
OPT OUT OF THE MUTUAL ARBITRATION PROVISION. BY DIGITALLY SIGNING THIS
AGREEMENT, YOU WILL BE ACKNOWLEDGING THAT YOU HAVE READ AND
UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT (INCLUDING THE MUTUAL
ARBITRATION PROVISION IN SECTION 11) AND HAVE TAKEN TIME TO CONSIDER THE
CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION. IF YOU DO NOT WISH TO
BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE MUTUAL ARBITRATION
PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 11 BELOW.


Recitals


Stroll Guam provides a mobile app and web-based technology platform that connects
customers, retail stores, and restaurants, with independent contractors to facilitate on-demand
delivery services (the “Stroll Guam Platform” or “Platform”). Through the Stroll Guam Platform
customers may request that merchandise or food be delivered to them from particular retail
locations or restaurants. Independent Contractors can access the Stroll Guam Platform and
receive Delivery Opportunities (as defined in section 3A. below). Stroll Guam is not a retail
store, restaurant, food delivery service, merchandise delivery service, or food preparation entity.
Contractor is a fully-licensed, independent provider of delivery services, authorized to conduct
the delivery services contemplated by this Agreement in the geographic location(s) in which
Contractor operates. Contractor is in lawful possession of all equipment (including a motor
vehicle or bicycle, if applicable) necessary to perform the delivery services contemplated by this
Agreement in accordance with all applicable laws. Contractor desires to enter into this
Agreement for the right to access the Stroll Guam Platform to receive delivery opportunities
made available through the Platform. When performing services pursuant to the terms of this
Agreement, Contractor understands and expressly agrees that Contractor is not doing so as an
employee of Stroll Guam, any Merchant, or customer. Contractor understands Contractor is free
to select those times Contractor wishes to be available on the Stroll Guam Platform to receive
delivery opportunities and to select only those deliveries Contractor wishes to select.


In consideration of the above recitals and the mutual promises below, and for other good and
valuable consideration, Stroll Guam and Contractor (collectively “the Parties”) agree as follows:

  1. Purpose of Agreement
    1A. This Agreement governs the entire relationship between Stroll Guam and Contractor,
    and establishes the Parties’ respective rights and obligations applicable to the “Delivery
    Opportunities” (as defined in Section 3A below) made available to Contractor through the
    Platform. In exchange for the promises contained in this Agreement, Contractor shall
    have the contractual right and obligation to perform those Delivery Opportunities that
    Contractor accepts (“Deliveries”, defined in Section 3A below).1B. Per the terms of this
    Agreement, Contractor shall be contractually bound to complete the Deliveries in
    accordance with any specifications provided by the customer and/or Merchant (as
    defined in Section 3A below).
  2. Contractor’s Services
    2A. Contractor agrees and represents that Contractor is an independent provider of
    delivery services, and that Contractor satisfies all legal requirements necessary to
    perform the services contemplated by this Agreement. As an independent contractor,
    Contractor shall be solely responsible for determining how to lawfully perform
    Deliveries.2B. Contractor agrees to fully perform all Deliveries accepted in a timely,
    efficient, safe and lawful manner. Stroll Guam shall have no right to, and shall not,
    supervise, direct or control Contractor, or control the manner or prescribe the method
    Contractor uses to perform Deliveries, and the general public and all governmental
    agencies regulating the activities contemplated by this Agreement shall be so informed.
    Contractor shall be solely responsible for determining the most effective, efficient,
    satisfactory, and safe manner to perform Deliveries, including determining the manner of
    pickup, delivery, and route selection. The Parties acknowledge and agree that those
    provisions of the Agreement reserving ultimate authority in Stroll Guam have been
    inserted solely to achieve compliance with federal, state, or local laws, regulations, and
    interpretations thereof and/or to ensure the safety of the Platform for all users.2C.
    Contractor expressly acknowledges and agrees that as a separately established provider
    of delivery services, Contractor retains the right to perform services for others and to
    hold itself out to the general public as a separately established provider of delivery
    services. Nothing in this Agreement shall prevent Contractor or Stroll Guam from
    engaging in similar arrangements or business with others. Stroll Guam neither has nor
    reserves the right to restrict Contractor at any time from performing delivery services for
    other entities, or customers, even should such business directly compete with Stroll
    Guam. Provided Contractor can meet the customer’s specifications, and unless
    prohibited by law, nothing in this Agreement shall prohibit Contractor from carrying
    and/or delivering goods for other(s) of Contractor’s customers at the same time while
    delivering orders requested by customers through the Stroll Guam Platform. Similarly,
    Contractor is not limited in any way from being actively logged onto online platforms
    other than the Stroll Guam Platform while actively logged onto the Stroll Guam Platform,
    subject only to the limitation that Contractor’s use of other online platforms may not
    prevent Contractor’s ability to timely, efficiently and safely complete any Deliveries
    Contractor has accepted through the Stroll Guam Platform.2D. Contractor is not required
    to purchase, lease, or rent any products, equipment, or services from Stroll Guam as a
    condition of doing business with Stroll Guam or entering into this Agreement.2E.
    Contractor agrees that to ensure the safety of the Stroll Guam Platform, Stroll Guam
    shall require that Contractor submit to and pass a background check before Contractor
    receives access to the Stroll Guam Platform or is given continued access to the
    Platform. Additionally, Contractor agrees that, in accordance with applicable law and at
    Stroll Guam’s sole discretion, periodically during the term of this Agreement (as defined
    in Section 12 below), Stroll Guam may require that Contractor submit to and pass
    additional background check(s). Stroll Guam agrees that any such check(s) may be
    conducted only with Contractor’s consent (as applicable) and in accordance with
    applicable law.2F. On occasion, Stroll Guam may offer Contractor different promotions
    or referral programs. Contractor agrees not to abuse or manipulate the referral programs
    or promotions. Contractor understands that any abuse or manipulation constitutes a
    material breach of this Agreement and may lead to deactivation.
  3. Deliveries
    3A. While Contractor is actively logged onto the Stroll Guam Platform, the Platform will,
    from time to time, notify Contractor of the opportunity to complete deliveries from
    restaurants or retail stores to customers as ordered by customers through the Platform
    (each, a “Delivery Opportunity”). With respect to each Delivery Opportunity accepted by
    Contractor (a “Delivery”), Contractor agrees to retrieve the order from restaurants and/or
    retail locations, (collectively “Merchants”) and deliver the order to customers in a timely
    fashion. Contractor understands that the customer, not Stroll Guam, determines the
    content of the Delivery. Contractor understands that Stroll Guam shall have no right to,
    and shall not, supervise, direct, or control the manner or prescribe the method
    Contractor uses to perform the Delivery. Contractor understands and agrees that the
    parameters of each Delivery are established by the customer, not Stroll Guam, and
    represent the end result desired, not the means by which Contractor is to accomplish the
    end result.3B. Contractor agrees that Stroll Guam has discretion regarding which, if any,
    Delivery Opportunities to offer Contractor, just as Contractor has the discretion whether
    and to what extent to accept any Delivery Opportunity.3C. Contractor agrees that if
    Contractor accepts a Delivery Opportunity that includes alcohol, Contractor is solely
    responsible for ensuring that the Delivery complies with all federal, state, and local laws,
    including but not limited to ensuring that the individual accepting the delivery is the
    individual who placed the order, has provided valid identification, is 21 years old or older,
    and is not intoxicated.3D. Contractor agrees that Stroll Guam may provide Contractor
    with a prepaid debit card that Contractor will use to complete certain Deliveries.
    Notwithstanding any other provision of this Agreement, any unauthorized use of this
    prepaid debit card will be considered theft and/or fraud, and may lead to deactivation of
    Contractor’s account. If Contractor loses the prepaid debit card, Contractor will report the
    loss to Stroll Guam immediately.3E. Contractor authorizes Stroll Guam, during the
    course of a Delivery, to communicate with Contractor, customer and/or Merchant to
    assist Contractor, to the extent permitted by Contractor, in facilitating deliveries.
    However, under no circumstances shall Stroll Guam be authorized to control the manner
    or means by which Contractor performs a Delivery.3F. In the event Contractor fails to
    fully perform any Delivery due to Contractor’s action or omission (a “Service Failure”),
    Stroll Guam reserves the right to recover any costs incurred by Stoll Guam related to the
    Service Failure. If Contractor fails to complete a return of any item that cannot be
    delivered (a “Return Failure”), Stroll Guam reserves the right to recover any costs
    incurred by Stroll Guam related to the Return Failure. If Contractor disputes
    responsibility for a Service Failure or Return Failure, the dispute shall be resolved
    pursuant to the “Payment Disputes” provision in Section 5 below.
  4. Delivery Fees
    4A. Contractor agrees to receive a delivery fee paid through the Stroll Guam Platform in
    exchange for each Delivery completed. Stroll Guam agrees to use its best efforts to
    establish delivery fees for each locality and time slot that will maximize the Delivery
    Opportunities available to Contractor. Contractor will receive notice of how delivery fees
    are calculated prior to accepting Delivery. Contractor understands that delivery fees paid
    through the Platform may vary depending on customer demand. Stroll Guam may, but is
    not obligated to, offer Contractor additional incentives to complete particular Delivery
    Opportunities.4B. Stroll Guam agrees to transmit delivery fees to Contractor via direct
    deposit no later than seven (7) days after Contractor successfully completes the related
    Delivery through the Platform. Contractor is responsible for any applicable processing
    fees associated with such remittance.4C. Nothing in this Section 4 is intended to limit the
    Parties’ ability during the Term of this Agreement (as defined in Section 12 below) to
    mutually agree to a payment structure different than that described herein.
  5. Payment Disputes
    5A. Contractor’s Failure: In the event there is a Service Failure, Contractor may forfeit all
    or a portion of the fee relating to that Delivery (depending on the extent of the
    performance failure). Any reduction in the delivery fee shall be based upon proof
    provided by the customer, Merchant, Contractor, and any other party with information
    relevant to the dispute. Stroll Guam shall make the initial determination as to whether a
    Service Failure was the result of Contractor’s action/omission and, if so, what
    percentage of fault Contractor shall bear (and, therefore, what percentage of the delivery
    fee Contractor shall be paid). Contractor shall have the right to challenge Stroll Guam’s
    determination as described in the provisions set forth in Sections 11 and 12 below.5B.
    Stroll Guam’s Failure: In the event Stroll Guam fails to remit payment of delivery fees in
    a timely or accurate manner, Contractor shall have the right to seek proper payment by
    arbitration at and or any legal means contemplated by this Agreement; provided,
    however, Contractor first informs and provides 30 day prior notice to Stroll Guam in
    writing of the failure and provides a reasonable opportunity to cure it.
  6. Contractor’s Equipment
    6A. Contractor certifies that Contractor has all equipment, licenses, permits including
    motor vehicles, scooters and bicycles, when applicable (“Equipment”) necessary to
    perform Deliveries. When Contractor uses a vehicle or scooter to perform a Delivery,
    Contractor is solely responsible for ensuring that the vehicle or scooter used conforms to
    all vehicle laws pertaining to safety, equipment, inspection, insurance, and operational
    capability.6B. Contractor is responsible for all costs and expenses arising from
    Contractor’s performance of Deliveries, including, but not limited to, traffic tickets, tolls,
    parking fees, inspections, insurance, and any other costs related to Equipment. Except
    as otherwise required by law, Contractor assumes all risk of damage or loss to its
    Equipment.
  7. Relationship of Parties : Not Employee
    7A. The Parties acknowledge and agree that this Agreement is between independent
    contractors that are separately owned and operated. The Parties intend this Agreement
    to create the relationship of principal and independent Contractor and not that of
    employer and employee. 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.7B. For
    a Contractor who earns the minimum income established by the Internal Revenue
    Service, Stroll Guam shall report all payments made to Contractor on a calendar year
    basis using an applicable IRS Form 1099. Contractor agrees to report all such payments
    to the appropriate federal, state, and local taxing authorities.
  8. Insurance
    8A. As a condition of doing business with Stroll Guam, and at Contractor’s own expense,
    Contractor shall, during the Term of this Agreement (as defined in Section 12 below),
    maintain current insurance of the types and in the amounts required by law in the
    jurisdiction in which Contractor operates to perform Contractor’s services as
    contemplated by this Agreement. This includes, but is not limited to, vehicle insurance
    that satisfies the minimum vehicle insurance coverage amounts and types required by
    state or local law. Stroll Guam may offer Contractor the opportunity to participate in
    certain group insurance plans made available by third party providers to delivery service
    providers like Contractor who use the Stroll Guam Platform; However, Contractor is
    under no obligation to participate in such plans.8B. Contractor is solely responsible for
    conducting the appropriate research and consultation necessary to determine the
    insurance types and amounts Contractor must maintain. Contractor acknowledges that
    Contractor’s failure to secure or maintain satisfactory insurance coverage, including but
    not limited to vehicle insurance if applicable, shall be deemed a material breach of this
    Agreement and shall result in the termination of the Agreement, the loss of Contractor’s
    right to receive Delivery Opportunities, and deactivation of the Contractor’s account on
    the Stroll Guam Platform.8C. Workers’ Compensation/Occupational Accident Insurance:
    Contractor agrees that Contractor will not be eligible for workers’ compensation benefits
    through Stroll Guam, and instead, shall be responsible for providing Contractor’s own
    workers’ compensation insurance or occupational accident insurance, if permitted by
    law.8D. Notification of Coverage: In the event Stroll Guam wishes to do so, Contractor
    agrees to deliver to Stroll Guam, upon request, current certificates of insurance as proof
    of coverage. Contractor agrees to produce and deliver updated certificates each time
    Contractor purchases, renews, or alters Contractor’s insurance coverage. Contractor
    agrees to give Stroll Guam at least thirty (30) days’ prior written notice before
    cancellation of any insurance policy required by this Agreement. Stroll Guam reserves
    the right to require Contractor to identify Stroll Guam as an additional insured on
    Contractor’s vehicle insurance.
  9. Indemnity
    9A. Contractor agrees to indemnify, protect, and hold harmless Stroll Guam, 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, lawsuits, losses, liabilities and
    causes of action arising directly or indirectly from, as a result of or in connection with, the
    actions of Contractor arising from the performance of Deliveries under this Agreement,
    including but not limited to, personal injury to or death of any person (including
    Contractor), as well as any liability arising from Contractor’s failure to comply with the
    terms of this Agreement. Contractor’s obligations to pay 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 Stroll Guam or its parent, subsidiary,
    and/or affiliated companies.9B.Contractor agrees to indemnify, protect, and hold
    harmless Stroll Guam, 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, 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, and/or local laws, that are owed
    by Contractor with respect to Contractor’s providing delivery services through the Stroll
    Guam Platform.9C. Contractor agrees to be responsible for, indemnify, and hold
    harmless Stroll Guam, 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, and/or federal licenses, permits, taxes, and
    assessments of any and all regulatory agencies, boards or municipalities.
  10. Informal Dispute Resolution
    10A. To expedite resolution and reduce the cost of any dispute, controversy, or claim
    related to this Agreement or otherwise arising from the relationship between Contractor
    and Stroll Guam, the Parties mutually agree to first attempt to negotiate in good faith any
    dispute for at least thirty (30) days before initiating any arbitration proceeding. Such
    informal negotiations will commence upon written notice of any dispute by either Party.
    Contractor’s address for such notices is Contractor’s most recent address on file with
    Stroll Guam as provided by Contractor.
  11. Mutual Arbitration Provision
    11A. Arbitration of Disputes. Stroll Guam and Contractor mutually agree to resolve any
    disputes between them exclusively through final and binding arbitration instead of filing a
    lawsuit in court.
     14. Stroll Guam and Contractor expressly agree that this Mutual Arbitration Provision
    is governed exclusively by the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”)
    and shall apply to any and all claims between the Parties, including but not
    limited to, those arising out of or relating in any way to this Agreement, the
    Contractor’s classification as an independent Contractor, Contractor’s provision
    of services under this Agreement, the delivery fees received by Contractor for
    performing Deliveries, the termination of this Agreement, the deactivation of
    Contractor’s account and all other aspects of the Contractor’s relationship with
    Stroll Guam, past or present, whether arising under federal, state, or local law,
    including without limitation harassment, discrimination, and/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), 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, and/or local claims arising out of or
    relating to the Contractor’s relationship or termination of that relationship with
    Stroll Guam. The Parties expressly agree that this Agreement shall be governed
    by the FAA even in the event Contractor and/or Stroll Guam are otherwise
    exempted from the FAA. Any disputes in this regard shall be resolved exclusively
    by an arbitrator. In the event, but only in the event, the arbitrator determines the
    FAA does not apply, the state law governing arbitration agreements in the state
    in which the Contractor performs services shall apply.
    15. Only an arbitrator, and not any federal, state, or local court or agency, shall have
    the exclusive authority to resolve any dispute relating to the interpretation,
    applicability, enforceability, or formation of this Mutual Arbitration Provision.
    However, as stated in Section 11B.4 below, the preceding clause shall not apply
    to the Class Action Waiver and Representative Action Waiver.
  12. 11B. BY AGREEING TO ARBITRATE DISPUTES BETWEEN THEM AS DESCRIBED
    HEREIN THE PARTIES TO THIS AGREEMENT AGREE THAT ALL SUCH DISPUTES
    WILL BE RESOLVED THROUGH BINDING ARBITRATION BEFORE AN ARBITRATOR
    AND NOT BY WAY OF A COURT OR JURY TRIAL.
    1. If either party 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. 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, and (3) a description of the remedy sought. Any demand for
    arbitration by Contractor must be delivered to Stroll Guam Attn: Stroll
    Guam Inc., 426 Chalan San Antonio, Suite#203, Tamuning, Guam,
    96913.
    2. CLASS ACTION WAIVER—PLEASE READ. Stroll Guam and Contractor
    mutually agree that any and all disputes or claims between the parties will
    be resolved in individual arbitration. The Parties further agree that by
    entering into this Agreement, they waive their right to have any dispute or
    claim brought, heard or arbitrated as a class and/or collective action, or to
    participate in any class and/or collective action, and an arbitrator shall not
    have any authority to hear or arbitrate any class and/or collective action
    (“Class Action Waiver”).
    3. REPRESENTATIVE ACTION WAIVER—PLEASE READ. Stroll Guam
    and Contractor mutually agree that any and all disputes or claims
    between the Parties will be resolved in individual arbitration. The Parties
    further agree that by entering into this Agreement, they waive their right to
    have any dispute or claim brought, heard or arbitrated as a representative
    action, or to participate in any representative action, and an arbitrator
    shall not have any authority to arbitrate a representative action
    (“Representative Action Waiver”).
    4. Notwithstanding any other clause contained in this Agreement, this
    Mutual Arbitration Provision, or the American Arbitration Association
    Commercial Arbitration Rules (“AAA Rules”), any claim that all or part of
    this Class Action Waiver and/or Representative Action Waiver is
    unenforceable, unconscionable, void, or voidable shall be determined
    only by a court of competent jurisdiction and not by an arbitrator. As
    stated above, all other disputes regarding interpretation, applicability,
    enforceability, or formation of this Mutual Arbitration Provision shall be
    determined exclusively by an arbitrator.
    5. Contractor agrees and acknowledges that entering into this Mutual
    Arbitration Provision does not change Contractor’s status as an
    independent Contractor in fact and in law. Contractor further agrees that
    when performing Services pursuant to the terms of this Agreement,
    Contractor is not doing so as an employee of Stroll Guam, a Merchant, or
    a customer. Contractor further agrees that any disputes in this regard
    shall be determined exclusively by an arbitrator.
    6. Any arbitration shall be governed by the AAA Rules, except as follows: (1)
    The arbitration shall be heard by one arbitrator selected in accordance
    with the AAA Rules. The arbitrator shall be an attorney with experience in
    the law underlying the dispute; (2) Stroll Guam shall pay the arbitrator’s
    and arbitration fees and costs, unless applicable law requires otherwise.
    Notwithstanding applicable law to the contrary, Stroll Guam shall pay the
    arbitrator’s and arbitration fees and costs related to any payment dispute
    (see Section 5, above); (3) The arbitrator may issue orders (including
    subpoenas to third parties) 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; (4) Except as
    provided in the Class Action Waiver and Representative 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 state or federal substantive law, or both, as is
    applicable; (5) 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; (6) The arbitrator’s decision or
    award shall be in writing with findings of fact and conclusions of law; (7)
    Either Stroll Guam or Contractor 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 Section 11 may be
    rendered ineffectual.
    7. Regardless of any other terms of this Agreement, nothing prevents
    Contractor from making a report to or filing a claim or charge with the
    Equal Employment Opportunity Commission, U.S. Department of Labor,
    Securities Exchange Commission, National Labor Relations Board, or
    Office of Federal Contract Compliance Programs, and nothing in this
    Agreement or Mutual Arbitration Provision prevents the investigation by a
    government agency of any report, claim or charge otherwise covered by
    this Mutual Arbitration Provision. This Mutual Arbitration Provision also
    does not prevent federal administrative agencies from adjudicating claims
    and awarding remedies based on the claims addressed in this Section 11,
    even if the claims would otherwise be 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 or as required under this
    Agreement before bringing a claim in arbitration. Stroll Guam 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.
    8. The AAA Rules may be found at www.adr.org or by searching for “AAA
    Commercial Arbitration Rules” using a service such as
    www.google.com or by asking Stroll Guam Inc. to provide a copy.
    9. Right to Opt Out of Arbitration. Arbitration is not a mandatory condition of
    Contractor’s contractual relationship with Stroll Guam Inc., and therefore
    Contractor may submit a statement notifying Stroll Guam that Contractor
    wishes to opt out of this Mutual Arbitration Provision. In order to opt out,
    Contractor must notify Stroll Guam of Contractor’s intention to opt out by
    filling out and submitting this Opt-Out Form stating Contractor’s first and
    last name, email address, home address, and intention to opt out or by
    submitting a signed and dated statement on an “Opt Out Form” that can
    be obtained from and returned to Stroll Guam at Attn: Stroll Guam Inc.,
    426 Chalan San Antonio, Suite# 203, Tamuning, Guam, 96913 or by
    submitting to Stroll Guam at Attn: Stroll Guam Inc., 426 Chalan San
    Antonio, Suite# 203, Tamuning, Guam, 96913 a written notice that you
    are opting out of this Mutual Arbitration Provision. In order to be effective,
    Contractor’s opt-out notice must be provided within thirty (30) days of
    Contractor’s digital execution of this Agreement. If Contractor opts out as
    provided in this subparagraph, Contractor will not be subject to any
    adverse action as a consequence of that decision and may pursue
    available legal remedies without regard to this Mutual Arbitration
    Provision. If Contractor does not opt out within thirty (30) days of
    Contractor’s execution of this Agreement, Contractor’s failure to do so
    shall constitute mutual acceptance of the terms of this Mutual Arbitration
    Provision by Stroll Guam Inc. and Contractor.
    10. Contractor’s decision to opt out of this Mutual Arbitration Provision will
    relieve Contractor only of Contractor’s obligation to arbitrate the disputes
    specified in this Mutual Arbitration Provision, and does not relieve
    Contractor of any obligation to arbitrate disputes not specified in this
    Mutual Arbitration Provision that might arise under any Stroll Guam Terms
    of Service to which Contractor may be bound as a customer. Similarly,
    Contractor’s decision to opt out of another arbitration provision contained
    in any other agreement shall not relieve Contractor’s obligation to
    arbitrate disputes pursuant to this Mutual Arbitration Provision.
    11. Contractor acknowledges and agrees that if Stroll Guam Inc. modifies any
    provision of this Agreement other than this Mutual Arbitration Provision,
    Contractor will not have a renewed opportunity to opt out of arbitration.
    Contractor further acknowledges and agrees that if Stroll Guam Inc.
    modifies the addresses for delivery or electronic mailing of opt-out or
    other notices identified in this Mutual Arbitration Provision, Contractor will
    not have a renewed opportunity to opt of arbitration. Changes to any
    information referenced at hyperlinks from the Agreement or Mutual
    Arbitration Provision shall not create a renewed opportunity to opt-out.
    12. Right To Consult With An Attorney: Contractor has the right and full
    opportunity to consult with private counsel of Contractor’s choice, at
    Contractor’s own expense, with respect to any aspect of this agreement,
    or any claim that may be subject to this Mutual Arbitration Provision.
    13. In the event any portion of this Mutual Arbitration Provision is deemed
    unenforceable, the remainder of this Mutual Arbitration Provision will be
    enforceable. In any case in which (1) the dispute is filed as a class,
    collective, or representative action and (2) there is a final judicial
    determination that all or part of the Class Action Waiver and/or
    Representative Action Waiver is invalid or unenforceable, the class,
    collective, or representative action to that extent must be litigated in a civil
    court of competent jurisdiction, but the portion of the Class Action Waiver
    and Representative Action Waiver that is valid and enforceable shall be
    enforced in arbitration.
    15. Term and Termination of Agreement
  13. 12A. This Agreement shall remain in full force and effect for a term of two (2) years from
    the date it is accepted by Contractor and may not be terminated early without penalty
    except in the following limited circumstances:
    14. Upon the mutual written consent of the Parties hereto (with electronic
    communication satisfying this requirement), with the mutually agreed-upon
    termination date stated in the written notice.
    15. By Stroll Guam Inc., upon thirty (30) days’ written notice to Contractor, if
    Contractor has not performed a delivery for a period of at least four (4) months
    (with electronic communication satisfying this requirement), with the date of
    transmission commencing the thirty (30) day period.
    16. By Stroll Guam Inc., in the event of an anticipated change in control or cessation
    of its operations in Contractor’s market, upon thirty (30) days’ written notice to the
    Contractor (with electronic communication satisfying this requirement), with the
    date of transmission commencing the thirty (30) day period.
    17. If one party has materially breached the Agreement, immediately upon written
    notice to the breaching party (with electronic communication satisfying this
    requirement), with such notice specifying the breach relied upon. In the case of a
    material breach by Contractor, and upon written notice, Stroll Guam Inc. may
    deactivate Contractor’s account.
  14. 12B. The following acts and/or occurrences shall constitute a material breach of this
    Agreement:
    14. Failure by Contractor to maintain current insurance coverage in the amounts and
    types specified herein or as required by law.
    15. Failure by Contractor to maintain the minimum customer star rating applicable in
    Contractor’s market as of the date Contractor accepts this agreement.
    16. Failure by Contractor to complete a Delivery without waiver of the obligation by
    the customer or Stroll Guam Inc.
    17. Failure by Contractor to maintain all licenses, permits, authorities, registrations
    and/or other prerequisites to operate that are required by law and/or this
    Agreement.
    18. Any act by a Party that causes the other party to violate its obligations under any
    applicable state, federal or local law.
    19. Documented illegal or destructive acts, including but not limited to fraud or theft,
    engaged in by Contractor.
    20. Failure by Contractor to provide services in a manner consistent with Stroll
    Guam’s effective operation of the Stroll Guam Platform.
  15. 12C. Early termination of this Agreement by Stroll Guam Inc. without proper notice (as
    established in subsection A above) shall result in liquidated damages of $100.00 for
    each day that notice is not properly provided to Contractor, up to a maximum amount of
    $500.00. The Parties acknowledge that liquidated damages are appropriate because
    actual damages are not reasonably ascertainable.
    12D. A party that receives notice of termination must continue to fulfill its obligations
    under this Agreement for the entire notice period. Failure to perform shall constitute early
    termination and shall subject the party to the liquidated damages provision in
    subparagraph C above. By executing this Agreement, Contractor agrees that any
    liquidated damages assessed against it may be deducted from any amount Contractor is
    owed in delivery fees, unless otherwise prohibited by law.
    12E. Other than for failure to maintain the minimum customer star rating, or illegal or
    destructive acts, in the event Contractor disputes that he or she materially breached this
    Agreement, Contractor may challenge Stroll Guam Inc.’s decision using the Dispute
    Resolution process described in Section 11, above. In all such instances, the parties will
    be responsible for their own attorneys’ fees and costs, subject to any remedy to which
    they may be entitled under applicable law and which would otherwise be available in a
    court of law, but Stroll Guam shall bear the Arbitrator’s and arbitration fees and costs.
    Notwithstanding the foregoing, as set forth below, Contractor is not precluded from
    asserting that applicable law requires Stroll Guam to bear the Arbitrator’s and arbitration
    fees and costs, even for failure to maintain the minimum customer star rating, or illegal
    or destructive acts. In the event there is a dispute in this regard, the Arbitrator must
    determine the appropriate apportionment of fees at the earliest practicable time following
    commencement of the arbitration.
    12F. If not terminated, the Agreement shall be automatically renewed for successive
    two-year terms, unless terminated by either party as described in Sections 12A and 12B.
    12G. Contractor’s and Stroll Guam’s obligations and rights arising under Section 2, 5, 6,
    7, 8, 9, 10, 11, 12, 13 and 14 of this Agreement shall survive termination of this
    Agreement and deactivation of Contractor’s account.
    14. Entire Agreement, Transferability, and Waiver
  16. 13A.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 executed by
    both Parties. This Agreement supersedes any prior contract between the Parties. To the
    extent Stroll Guam’s Terms of Service Agreement (as may be periodically updated) is
    inconsistent or conflicts with this Agreement, this Agreement controls. 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 Stroll Guam may assign its rights and obligations under this Agreement to
    an affiliate of Stroll Guam or any successor(s) to its business and/or purchaser of all or
    substantially all of its stock or assets. References in this Agreement to Stroll Guam shall
    be deemed to include such successor(s).
    13B. The failure of Stroll Guam 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.
    14. Miscellaneous
  17. 14A. No Services Required. Nothing in this Agreement requires a Contractor to provide
    any services. Contractor may cease accepting Delivery Opportunities at any time without
    providing Stroll Guam notice of Contractor’s intention to stop performing services.
    14B. Captions. Captions 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.
    14C. Savings Clause. Except as 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.
    14D. Force Majeure. The performance of the obligations of this Agreement on the part of
    either Stroll Guam or Contractor shall be excused by reasons of closing of public
    highways, changes in operations, strikes or work stoppages, weather conditions that
    make operations unsafe or impractical, Acts of God, or the temporary or permanent
    cessation of business by Stroll Guam or Contractor.
    14E. Communications. Contractor agrees that Stroll Guam or its representatives may
    contact Contractor by email, phone, push notifications or SMS (including by use of an
    automatic telephone dialing system) at the email address, phone or phone number
    Contractor provides, including for marketing purposes. Contractor also agrees and
    understands that he or she cannot receive Delivery Opportunities and thus cannot
    provide services on the Platform unless SMS and push notifications are enabled.
    14F. Conflict of Terms Clause. In case of any inconsistency or conflict between the
    terms and conditions of this Fleet Agreement and those of the Privacy Policy or Terms of
    Service, the terms of this Fleet Agreement shall govern and control.
    14G. Privacy Policy. Contractor represents and warrants that he or she has reviewed,
    understands and agrees to the Stroll Guam Privacy Policy and which are expressly
    incorporated herein by reference.
    14H. Terms of Service. Contractor represents and warrants that he or she has reviewed,
    understands and agrees to the Stroll Guam Terms of Service and which are expressly
    incorporated herein by reference.
    14I. Use of This Agreement in Court. This agreement in Court may be pleaded as a full
    and complete defense to any Causes of Action that may be instituted, prosecuted or
    attempted for, upon, or in respect of any of the claims released pursuant to this
    Agreement.
    14J. Severability. If any portion or term of this Agreement is held unenforceable by a
    court of competent jurisdiction, the remainder of this Agreement shall not be affected and
    shall remain fully in force and enforceable.
    14.K Beneficiaries. This settlement Agreement is made and entered into for the sole
    protection and benefit of the Parties to it, as defined by its terms, and their heirs,
    successors and assigns. No other person or entity shall be a direct or indirect beneficiary
    of or have any direct or indirect cause of action or claim in connection with this
    Settlement Agreement, or any document executed pursuant to its terms.
    14L. No Drafter: Preparation of Agreement. This agreement is the product of negotiation
    by and among the Parties and their opportunity to consult with their respective attorneys.
    The Parties, therefore, expressly acknowledge and agree that this Agreement shall not
    be deemed prepared or drafted by one Party or another, and will be construed
    accordingly.
    14M. Further Necessary Steps. The parties shall take all further steps and execute all
    additional documents that may reasonably be required to effectuate the intent and
    purposes of this Settlement Agreement.
    14N. Agreement Binding on Successors, Heirs, and Assigns. This Agreement shall be
    binding on and inure to the benefit of the Parties, their heirs, successors and assigns,
    and past and present shareholders, partners, principals, members, joint venturers,
    subsidiaries, parent companies, affiliates, directors, officers, employees, servants,
    consultants, agents, representatives, accountants and attorneys, trustees in
    bankruptcies, administrators, and/ or executors.
    A copy of this Agreement can be found at strollguam.com.
    By entering into this Agreement, I represent that I understand and agree that I will
    perform services under this Agreement as an Independent Contractor, not an employee.
    By entering into this Agreement, I represent that I have read and understand and agree
    to the Mutual Arbitration Provision in Section 11, subject to my right to opt out of said
    Mutual Arbitration Provision, as described above.
    If you disagree with any of the terms of this Agreement, please visit the Stroll Guam
    Website and contact support to negotiate those terms with Stroll Guam BEFORE
    accepting this Agreement.
    By entering into this Agreement, I expressly acknowledge and agree that I have read
    and fully understand the provisions of this Agreement, I had sufficient time and
    opportunity to consult with legal and tax advisors before executing this Agreement, I am
    legally competent to enter into this Agreement, and I agree to be bound by this
    Agreement.