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.
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:
- 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).
- 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.
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.
- 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.
- 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.
- 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
- 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.
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.
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.
- 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.
- 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.
- 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,
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
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
- 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.
- 12B. The following acts and/or occurrences shall constitute a material breach of this
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
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.
- 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
- 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.
- 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
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
Service, the terms of this Fleet Agreement shall govern and control.
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
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
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