Base Bites

BaseBites Drivers or Dashers Agreement and Delivery Policies

Effective: January 01, 2022 (Version 1)

This BaseBites Drivers or Dashers Agreement and Delivery Policies is a part of BaseBites’ Terms and Conditions (“Terms”) and is incorporated therein by this reference. Any capitalized terms used herein and not otherwise defined shall have the same definition as set forth in the Terms.

In consideration of Driver or Dasher being allowed to access the BaseBites Platform and the opportunity to offer on Gigs, as well as the mutual promises described herein, BaseBites and Driver or Dasher (collectively “the parties”) agree as follows:

I. GENERAL. This Agreement and Delivery Policies and the Terms found at www.Base-Bites.com/terms, as may be updated from time to time shall govern the relationship between BaseBites and Driver, as well as Driver’s or Dashers’ performance of Delivery Services via the BaseBites Platform.

II. DELIVERY SERVICES.

1. Driver or Dasher acknowledges that Driver or Dasher is engaged in Driver’s or Dashers’ own business, separate and apart from BaseBites’ business, which is to provide logistics management services and an online marketplace connection using web-based technology that connects businesses and consumers needing delivery services with those in the business of providing delivery services.

2. From time to time, Driver or Dasher may be notified of an available Gig. For each Gig accepted by Driver or Dasher (“Delivery Services”), Driver or Dasher agrees to provide Delivery Services to Driver’s or Dashers’ User(s) or Customer(s) safely and on time. Driver or Dasher acknowledges that BaseBites has discretion as to which, if any, Gigs to offer to Driver, just as Driver or Dasher has the discretion whether and to what extent to accept any Delivery Services. Nothing in this Agreement and Delivery Policies shall guarantee Driver or Dasher any particular volume of business for any particular time period.

3. Driver or Dasher shall have no obligation to accept or perform any particular Gig or to perform any particular volume of Delivery Services during the term of this Agreement and Delivery Policies; provided, once Driver or Dasher accepts a Gig, Driver or Dasher is contractually bound to complete the Delivery Services in accordance with all User or Customer specifications and the terms laid out in this Agreement and Delivery Policies.

4. Driver or Dasher has the right to cancel, from time to time, a Delivery Services when, in the exercise of Driver’s or Dashers’ reasonable discretion and business judgment, it is appropriate to do so. Notwithstanding the foregoing, Driver or Dasher understands that cancellations may lead to low customer/User or Customer ratings, and complaints from Customers or Users, Delivery Order recipients and third parties. A failure to maintain favorable customer/User or Customer ratings and/or receiving complaints from Customers or Users, Delivery Order recipients and/or third parties will constitute a material breach of this Agreement and Delivery Policies, giving BaseBites the right to temporarily lock or permanently deactivate Driver’s or Dashers’ BaseBites account.

5. Driver or Dasher understands that the BaseBites Platform automatically provides updates to Customers or Users and Delivery Order recipients as to the status of Delivery Services, and gives the BaseBites support team (“BaseBites Support”) the ability to communicate with Drivers, Customers or Users and Delivery Order recipients in order to facilitate the Delivery Services. Driver or Dasher authorizes the BaseBites Platform and BaseBites Support to communicate with Driver or Dasher and the User or Customer and/or Delivery Order recipient on Driver’s or Dashers’ behalf to solely to facilitate Driver’s or Dashers’ performance of a Delivery Services. Driver or Dasher must have a mobile device with the BaseBites App running while performing all Delivery Services. Driver or Dasher must not disable the BaseBites App or its geo location software at any time while performing Delivery Services.

6. Driver or Dasher understands and agrees that the parameters of each Delivery Service is established by the User, not BaseBites, and represent the end result desired by the User, not the means by which Driver or Dasher is to accomplish the result. Under no circumstances shall BaseBites be authorized to control the manner or means by which Driver or Dasher performs Delivery Services or any other services contemplated under this Agreement and Delivery Policies. Specifically, but not exclusively:

BaseBites does not require any specific type, or quality, of Driver’s or Dashers’ choice of transportation.
Driver or Dasher does not have a supervisor or any individual at BaseBites to whom they report.
Driver or Dasher does not wear a uniform designating BaseBites as the provider of Delivery Services.
Driver or Dasher does not use any signage or designation of BaseBites on his/her/its vehicle while providing Delivery Services, unless required by the User, recipient, pick-up or drop-off locations.
BaseBites does not have control over Driver’s or Dashers’ personal appearance.
Driver or Dasher does not receive performance evaluations by or from BaseBites.

7. As an independent business enterprise, Driver or Dasher retains the right to perform services (whether delivery services or other services) for others and to hold him/herself out to the general public as a separately established business. The parties recognize that they are or may be engaged in similar arrangements with others and nothing in this Agreement and Delivery Policies shall prevent Driver or Dasher or BaseBites from doing business with others. BaseBites does not have the right to restrict Driver or Dasher from performing services for other businesses, customers or consumers at any time, even if such business directly competes with BaseBites, and even during the time Driver or Dasher is logged into the BaseBites Platform. Driver’s or Dashers’ right to compete with BaseBites, or perform services for business that compete with BaseBites, will survive even after termination of this Agreement and Delivery Policies.

8. Driver or Dasher is not required to purchase, lease, or rent any products, equipment or services from BaseBites as a condition of doing business with BaseBites or entering into this Agreement and Delivery Policies.

9. In the event Driver or Dasher fails to fully perform any Delivery Services in accordance with this Agreement and Delivery Policies and the Terms (a “Service Failure”) due to Driver’s or Dashers’ action or omission, or the act or omission of someone in Driver’s or Dashers’ control, Driver or Dasher shall forfeit all or part of the agreed upon fee for that service.

10. Driver or Dasher agrees to immediately notify BaseBites in writing by submitting a support inquiry through BaseBites Support at support@Base-Bites.com if Driver’s or Dashers’ services or scope of work differ in any way from what is contemplated in this Section II.

III. DRIVER OR DASHER PERSONNEL

1. Driver or Dasher is not required to perform any Delivery Services personally, but may, to the extent permitted by law and subject to the terms of this Agreement and Delivery Policies and the Terms, hire or engage others as employees or subcontractors (collectively “Personnel”) to perform all or some of the Delivery Services, provided all Driver or Dasher Personnel are registered and have an account on the BaseBites Platform and meet all requirements applicable to Drivers or Dashers contained in the Terms including, but not limited to, presenting, or agreeing to BaseBites obtaining, their consumer report and/or investigative consumer report and agreeing to the Drivers or Dashers Agreement and Delivery Policies, prior to Driver or Dasher using such Driver or Dasher Personnel to perform Delivery Services on Driver’s or Dashers’ behalf. The parties acknowledge that the sole purpose of this requirement is to ensure Driver’s or Dashers’ and its Personnel’s compliance with the terms of this Agreement and Delivery Policies and the Terms.

2. If Driver or Dasher intends to use Driver or Dasher Personnel, Driver or Dasher must inform BaseBites in writing at support@Base-Bites.com at least 7 days in advance, and provide the name(s) and account(s) of such Personnel performing Delivery Services. To the extent Driver or Dasher furnishes his/her/its own Personnel, Driver or Dasher shall be solely responsible for the direction and control of the Personnel it uses to perform all Delivery Services, and all actions and omissions of any Driver or Dasher Personnel in performing Delivery Services, as if Driver or Dasher was performing such Delivery Services himself/herself/itself.

3. Driver or Dasher assumes full and sole responsibility for the payment of all amounts due to his/her/its Personnel for work performed in relation to this Agreement and Delivery Policies, including all wages, benefits and expenses, if any, and for all required state and federal income tax withholdings, unemployment insurance contributions, and social security taxes as to Driver or Dasher and all Personnel used by Driver or Dasher in the performance of Delivery Services under this Agreement and Delivery Policies. Neither BaseBites nor any User or Customer shall have responsibility for any wages, benefits, expenses, or other payments due Driver’s or Dashers’ Personnel, nor for income tax withholding, social security, unemployment insurance contributions, or other payroll taxes relating to Driver or Dasher or his/her Personnel. Neither Driver or Dasher nor his/her Personnel shall receive any wages, including vacation pay or holiday pay, from BaseBites or any User, nor shall they participate in or receive any other benefits, if any, available to BaseBites’ and/or any User’s respective employees.

4. Unless mandated by law, BaseBites shall have no authority to withhold state or federal income taxes, social security taxes, unemployment insurance taxes/contributions, or any other local, state or federal tax on behalf of Driver or Dasher or his/her/its Personnel.

IV. DRIVER’S OR DASHERS’ AGREEMENT AND DELIVERY POLICIESS, REPRESENTATIONS AND WARRANTIES.

1. Driver or Dasher represents that he/she/it operates an independently established enterprise that provides delivery and other services, and that he/she/it satisfies all legal requirements and has all necessary licenses and permits necessary to perform any and all Delivery Services. As an independent enterprise, Driver or Dasher shall be solely responsible for determining how to operate his/her/its business, whether he/she/it is qualified to perform Delivery Services, and how to perform Delivery Services.

2. Driver or Dasher agrees to fully perform Delivery Services in a timely, efficient, safe, and lawful manner. BaseBites shall not have the right to, and shall not, control the manner, method or means Driver or Dasher uses to perform the Delivery Services. Instead, Driver or Dasher shall be solely responsible for determining the most effective, efficient, and safe manner to perform the Delivery Services, including determining the manner of pickup, delivery, and route selection.

3. Driver or Dasher understands that Customers or Users expect that Driver or Dasher and its Personnel will perform the Delivery Services in a professional manner, and in accordance with the highest industry standards applicable to the providing of Delivery Services. Therefore, Driver or Dasher agrees, for itself and any Driver or Dasher Personnel it uses that during the performance of Delivery Services, that Driver or Dasher and any Driver or Dasher Personnel shall:

use vehicles in good operating condition and, on the outside, clean and well maintained without material physical damage, and on the inside smoke and odor free, and free of excessive pet dander. If required by the laws of the state in which Driver or Dasher or its Personnel perform Delivery Services, and all such vehicles must have a standard, general inspection and needed maintenance performed on their vehicle no less than yearly. Driver or Dasher must keep records of all such inspections and shall provide latest inspection records to BaseBites upon request.
not use open convertibles or open truck beds in the performance of any Delivery Services containing live animals, perishable or delicate items.
have a well-groomed appearance, and will not wear clothing displaying the logo or brand of any company or entity (unless the logo or brand being displayed is Driver’s or Dashers’ own business logo), or any other clothing, which is obviously and generally offensive.
not wear a uniform designating BaseBites as the provider of Delivery Services.
not use any signage or other designation of BaseBites on his/her/its vehicle while providing Delivery Services; provided this shall not apply if the pick-up location and/or drop off location, or applicable law or regulation, specifically require that Driver’s or Dashers’ vehicle be identified as being used on the BaseBites Platform. In such cases only, User or Customer or BaseBites on User’s behalf, will assign such identification solely in order to facilitate Driver’s or Dashers’ performance of such Gig; provided that such signage is not used on the vehicle for any other User or Customer Gigs or at any other times.
not smoke at any time during Delivery Services, including on the way to pick up a delivery.
not participate in any other activities while performing Delivery Services that could take the focus off their assigned responsibilities, including being under the influence of any illegal drugs and/or alcohol or not abiding by all laws regarding talking or texting while driving.
not enter any Delivery Order recipient’s home, nor enter or access any secure, private or employee only areas in any place of business while performing Delivery Services under any circumstances.
not carry on their person any personal weapon or other item designed or used for inflicting bodily harm or physical damage (including knives and firearms) when entering any pick-up or drop off location, including places of business, a User or Customer or Delivery Order recipient’s property, or while picking-up or delivering goods for Customers or Users under any circumstances. Notwithstanding Driver or Dasher and/or its Personnel may possess a personal weapon inside their vehicle if they have a valid license and legal right to do so in the State where Delivery Services are provided, and then only if such weapon is locked securely in the vehicle at all times they are away from their vehicle.
not be accompanied by minors under any circumstances while performing Delivery Services.
not be accompanied by any unnecessary Personnel or other persons.
not be accompanied by any other person when delivering Gigs containing prescription medicine or pharmaceuticals.

4. Driver or Dasher understands and agrees that the above standards have been established by Customers or Users, and not BaseBites, and indicate what behaviors Customers or Users deem to be professional and what type of performance is of acceptable quality. Driver’s or Dashers’ failure to perform Delivery Services in accordance with this Section IV may lead to low customer/User or Customer ratings and complaints from Customers or Users, Delivery Order recipients and other third parties. A failure to maintain favorable customer/User or Customer ratings, and/or receiving complaints from Customers or Users, Delivery Order recipients, or third parties will constitute a material breach of this Agreement and Delivery Policies, giving BaseBites the right to terminate this Agreement and Delivery Policies, and/or BaseBites the right to temporarily lock or permanently deactivate Driver’s or Dashers’ BaseBites account.

5. Driver or Dasher acknowledges and agrees that during the performance of Delivery Services, he/she/it and/or his/her/its Personnel will gain knowledge of third parties’ confidential, proprietary, protected health, and/or personally identifiable information (“Confidential Information”). Driver or Dasher expressly acknowledges and agrees that Driver or Dasher and all Driver or Dasher Personnel are subject to the duty on BaseBites’ part to maintain the confidentiality of such Confidential Information, and shall hold all such information in absolute confidence and not disclose it to any other person, except as is strictly necessary in carrying out Delivery Services hereunder. Driver or Dasher acknowledges that he/she/it has read and understands all provisions in the BaseBites Terms addressing Confidential Information and agrees that the unauthorized disclosure of any Confidential Information will constitute a material breach of this Agreement and Delivery Policies, giving BaseBites the right to temporarily lock or permanently deactivate Driver’s or Dashers’ BaseBites account and/or the account of any Driver or Dasher Personnel.

V. RELATIONSHIP OF PARTIES.

1. The parties acknowledge and agree that this Agreement and Delivery Policies is between two co-equals, independent business enterprises that are separately owned and operated. The parties intend this Agreement and Delivery Policies to create the relationship of principal and independent Driver or Dasher 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.

2. BaseBites shall not have the right to, and shall not, control the manner or the method of accomplishing Delivery Services to be performed by Driver. The parties acknowledge and agree that any provisions in this Agreement and Delivery Policies setting forth performance standards or having the effect of reserving ultimate authority in BaseBites, have been inserted (i) at the request and on behalf of Customers or Users and are included specifically for their benefit, (ii) for the safety of the other users of the BaseBites Platform, including Customers or Users, Delivery Order recipients and other Drivers, and/or (iii) to achieve compliance with applicable federal, state, or local laws, regulations, and interpretations thereof.

3. BaseBites shall report all payments made to Driver or Dasher on a calendar year basis using an appropriate IRS Form 1099, if the volume of payments to Driver or Dasher qualify. Driver or Dasher agrees to report all such payments and any cash gratuities to the appropriate federal, state and local taxing authorities.

4. Driver or Dasher understands and agrees that providing Delivery Services via the BaseBites Platform is not intended to be, nor shall be used by Driver or Dasher or its Personnel as full-time employment, and Driver or Dasher agrees that (i) under NO circumstances may Driver or Dasher provide, or have provided by Personnel on his/her/its behalf, Delivery Services or other services via the BaseBites Platform, whether through the BaseBites App generally, or through any other BaseBites or BaseBites affiliate program, for a combined total in excess of 7 hours per day, and/or 35 hours per calendar week, and (ii) that neither Driver or Dasher nor its Personnel shall seek non-voluntary compensation from BaseBites, a User, or any other third-party, and Driver or Dasher hereby waives any rights to, any benefits, overtime wages, or the like from BaseBites, User or Customer and/or any other third party.

5. Driver or Dasher shall be fully liable for, and shall first pay directly, or second reimburse, BaseBites and/or User or Customer for any additional fees, charges or other obligation (monetary or otherwise) placed on BaseBites and or User, whether for overtime wages, employee benefits, workmen’s compensation, or otherwise, including without limitation any reasonable legal fees, other fees, charges, penalties and/or other obligation (monetary or otherwise) should Driver or Dasher or any of Driver’s or Dashers’ Personnel breach this Section V.

VI. COLORADO DRIVERS.

1. In addition to and not in substitution of the other terms of this Agreement and Delivery Policies, Drivers or Dashers providing Delivery Services within the State of Colorado and the Company hereby acknowledge and agree to the following terms:

The Company does not and shall not require the Contractor to work exclusively for the Company, except that the Contractor may choose to work exclusively for the Company for a finite period of time specified in this Agreement and Delivery Policies.

The Company does not establish a quality standard for the Contractor, and except that the Company may provide plans and specifications regarding the Delivery Opportunity as set forth in this Agreement and Delivery Policies but will not oversee the Contractor’s actual work performed under this Agreement and Delivery Policies or instruct the Contractor as to how any work will be performed.
The Company does not pay a salary or hourly rate but rather a fixed or contract rate as set forth in this Agreement and Delivery Policies.
The Company will not terminate the Contractor’s work during the term of this Agreement and Delivery Policies unless the Contractor violates the terms of the Agreement and Delivery Policies or fails to produce a result that meets the specifications of the Agreement and Delivery Policies.
The Company does not and will not provide anything more than minimal training for the Contractor.
The Company does not and will not provide tools or benefits to the Contractor, except that materials and equipment may be supplied.
The Company does not and will not dictate the time of performance, except that a completion schedule and a range of mutually agreeable work hours may be established hereunder.
The Company will not pay the Contractor personally but will pay the Contractor’s trade or business name if given.
The Company does not and will not combine its business operations in any way with the Contractor’s business and maintains and will maintain its operations as separate and distinct.

2. To the extent there is a conflict between the above terms and any other term to this Agreement and Delivery Policies, the above terms are to take precedence for any Colorado Driver.

3. Disclosure: Under Colorado law, an independent contractor is not entitled to unemployment insurance benefits unless unemployment compensation coverage is provided by the independent contractor or some other entity. The independent contractor is obligated to pay federal and state income tax on any moneys paid pursuant to this contractual relationship.

VII. PAYMENT FOR SERVICES.

1. Driver or Dasher will receive payment per Delivery Services satisfactorily rendered. From time to time, BaseBites or its affiliates may offer other Delivery Services for Driver or Dasher to earn more money for performing Delivery Services at specified times or in specified locations. Nothing prevents the parties from negotiating a different rate of pay for such services, and Driver or Dasher is free to accept or deny any such opportunities to earn different rates of pay.

2. The BaseBites Platform may permit Customers or Users to add a gratuity to be paid to Driver, and Delivery Order recipients can also pay a gratuity to Driver or Dasher in cash. Driver or Dasher shall retain 100% of any gratuity paid and BaseBites acknowledges that it has not right to retain any gratuity given to Driver. Notwithstanding the above, Driver or Dasher understands that once he/she/it accepts a Delivery Services, Driver or Dasher has agreed to perform the Delivery Services for the amount shown in the BaseBites Platform. Any decision to give additional gratuity or further compensation is completely voluntary and Driver or Dasher shall not ask for additional payments in any form.

VIII. DISPUTES, DEACTIVATIONS AND APPEALS.

1. In the event there is a Service Failure, Driver or Dasher shall not be entitled to payment as described above (as determined in BaseBites’ reasonable discretion). Any withholding of payment shall be done after an investigation and based upon evidence as may be provided by the User, Delivery Order recipient, Driver, and any other party with information relevant to the dispute. BaseBites shall make the determination as to whether a Service Failure was the result of Driver’s or Dashers’ action/omission. Driver or Dasher shall have the right to challenge BaseBites’ determination through any legal means contemplated by this Agreement and Delivery Policies; however, Driver or Dasher shall notify BaseBites in writing at support@Base-Bites.com of Driver’s or Dashers’ intent to challenge BaseBites’ determination, and provide BaseBites the opportunity and a reasonable time within which to resolve the dispute. Driver or Dasher should include any documents or other information in support of his/her/its challenge.

2. In the event BaseBites fails to remit payment in a timely or accurate manner, Driver or Dasher shall have the right to seek proper payment by any legal means contemplated by this Agreement and Delivery Policies and, should Driver or Dasher prevail, shall be entitled to recover reasonable costs incurred in pursuing proper payment, provided, however, Driver or Dasher shall first inform BaseBites in writing at support@Base-Bites.com of the failure and provide BaseBites a the opportunity and a reasonable time within which to cure it.

3. In the event BaseBites makes the decision to permanently deactivate Driver’s or Dashers’ and/or Driver’s or Dashers’ Personnel’s account, such decision may be eligible for appeal. Driver or Dasher understands that certain deactivation decisions, especially those related to zero tolerance violations, are not eligible for appeal. Otherwise the majority of deactivation decisions will be eligible. Driver or Dasher acknowledges and agrees that ultimate determination of eligibility will be made by BaseBites on a case-by-case basis. In order to file an appeal, Driver or Dasher must follow the instructions provided by BaseBites in the email notifying Driver or Dasher of the deactivation of their account. Driver or Dasher agrees that Driver or Dasher will receive only one appeal and that all appeal decisions are final.

IX. EQUIPMENT AND EXPENSES.

1. Driver or Dasher represents that he/she/it has or can lawfully acquire all equipment necessary for performing Delivery Services (“Equipment”), and Driver or Dasher is solely responsible for ensuring that the vehicle used conforms to all vehicle laws pertaining to safety, equipment, inspection, and operational capability.

2. Driver or Dasher agrees that he/she/it is responsible for all costs and expenses arising from Driver’s or Dashers’ performance of Delivery Services, including, but not limited to, costs related to Driver’s or Dashers’ Personnel and Equipment. Except as otherwise required by law, Driver or Dasher assumes all risk of damage or loss to its Equipment.

3. Notwithstanding the above, Driver or Dasher will be reimbursed by User or Customer for parking fees and/or tolls incurred in performing a Gig provided the Driver or Dasher presents a receipt or other adequate evidence of incurring the same within fifteen (15) days of incurring the expense.

X. INSURANCE AND PERMITS.

1. Driver or Dasher agrees, as a condition of doing business with BaseBites, that at all times Driver or Dasher has an active account with BaseBites, Driver or Dasher will maintain current insurance, in amounts and of types required by law to provide the Delivery Services, as well as all required licenses and permits, at his/her/its own expense. Driver or Dasher acknowledges that failure to secure or maintain satisfactory insurance coverage or required licenses or permits shall be deemed a material breach of this Agreement and Delivery Policies, and may result in the temporary lock on, or permanent deactivation of, Driver’s or Dashers’ account.

2. Driver or Dasher agrees to deliver to BaseBites, upon request, current certificates of insurance as proof of coverage, as well as copies of current permits and licenses. Driver or Dasher agrees to provide updated certificates each time Driver or Dasher purchases, renews, or alters Driver’s or Dashers’ insurance coverage, and each time Driver or Dasher renews or terminates a required license or permit. Driver or Dasher agrees to give BaseBites at least thirty (30) days’ prior written notice before cancellation of any insurance policy, or termination of any permit or license, required by this Agreement and Delivery Policies.

3. Driver or Dasher agrees that Driver or Dasher will maintain sufficient insurance to cover any risks or claims arising out of or related to Driver’s or Dashers’ relationship with BaseBites, including workers’ compensation insurance for Driver or Dasher Personnel where required by law. Driver or Dasher acknowledges and understands that neither Driver or Dasher nor any Driver or Dasher Personnel will be eligible for workers’ compensation benefits through BaseBites or any User, and Driver or Dasher is instead responsible for maintaining Driver’s or Dashers’ own workers’ compensation insurance or occupational accident insurance. Driver’s or Dashers’ maintenance of Driver’s or Dashers’ own workers’ compensation insurance or occupational accident insurance will not disqualify Driver or Dasher from participating in any Occupational Accident Insurance Policy for Drivers, which BaseBites may make available in the future to Drivers or Dashers generally.

4. You expressly acknowledge and agree that BaseBites does not provide automobile liability, workers’ compensation or health insurance coverage to Drivers or Dashers and is not responsible for paying for any liability that may arise from Driver’s or Dashers’ performance of Delivery Services, including any bodily injury or damage to property caused by or to Driver or Dasher or any Driver or Dasher Personnel while performing Delivery Services.

XI. INDEMNITY AND LIMITATION OF LIABILITY

1. BaseBites agrees to indemnify, protect and hold harmless Driver or Dasher from any and all third-party liabilities, losses, damages, fines, civil penalties, settlements, judgments, costs and expenses (including without limitation reasonable attorney‘s fees and costs) (“Losses”) incurred in connection with any judicial or non-judicial claim, action, demand, suit, or proceeding asserted by a third party (including governmental entities) (collectively, “Claims”) against Driver or Dasher and arising solely and directly from BaseBites’ willful misconduct in providing Driver or Dasher the opportunity to offer on Gigs.

2. Driver or Dasher agrees to indemnify, protect and hold harmless BaseBites, and 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 (“BaseBites Indemnitees”), from any and all Losses incurred in connection with Claims asserted by a third party against a BaseBites Indemnitee arising directly or indirectly from, or as a result of or in connection with, Driver’s or Dashers’ or Driver’s or Dashers’ Personnel’s: (i) breach of this Agreement and Delivery Policies or the Terms, (ii) violation of any law or the rights of any third party, including, without limitation, other users of the BaseBites Platform, other Drivers, Customers or Users, motorists, pedestrians and other third parties; (iii) interactions with a third party breaching provisions of this Agreement and Delivery Policies or the Terms, including using the personal information of a party in any manner outside providing Delivery Services hereunder, (iv) ownership, use or operation of a any vehicle used on a Delivery Services, (v) failure to have proper insurance, licenses, permits or authorizations to provide Delivery Services, (vi) 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 local laws, with respect to Driver or Dasher and Driver’s or Dashers’ Personnel, (vii) from all costs of Driver’s or Dashers’ business, including, but not limited to, any payment of compensation to Driver or Dasher Personnel, expense of, and responsibility for, any and all applicable insurance, local, state or federal licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities, and (viii) possessing a weapon during a Delivery Services, in each case except to the extent such Claim was caused by the gross negligence or willful misconduct of a BaseBites Indemnitee.

3. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS DRIVERS OR DASHERS AGREEMENT AND DELIVERY POLICIES OR THE TERMS, IN NO EVENT SHALL BaseBites BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT AND DELIVERY POLICIES UNDER ANY THEORY OF CONTRACT, STRICT LIABILITY, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY AMOUNT GREATER THAN THE AMOUNT DRIVER OR DASHER WAS PAID FOR PERFORMING SERVICES ON THE BaseBites PLATFORM HEREUNDER IN THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE DATE THE CLAIM AROSE; OR (II) ANY CLAIM FOR ANY INDIRECT, WILLFUL, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF BUSINESS PROFITS, OR DAMAGES FOR LOSS OF BUSINESS OF A PARTY OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT AND DELIVERY POLICIES, OR INACCURACY OF DATA OF ANY KIND, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

XII. LITIGATION CLASS ACTION WAIVER. To the extent allowed by applicable law, separate and apart from any Mutual Arbitration Provision agreed to by Driver, Driver or Dasher agrees that any proceeding to litigate in court any dispute arising out of or relating to this Agreement and Delivery Policies, whether because Driver or Dasher opted out of the Mutual Arbitration Provision or any other reason, will be conducted solely on an individual basis, and Driver or Dasher agrees not to seek to have any controversy, claim or dispute heard as a class action, a representative action, a collective action, a private attorney-general action, or in any proceeding in which Driver or Dasher acts or proposes to act in a representative capacity (“Litigation Class Action Waiver”). Driver or Dasher further agrees that no proceeding will be joined, consolidated, or combined with another proceeding, without the prior written consent of all parties to any such proceeding. If a court of competent jurisdiction determines that all or part of this Litigation Class Action Waiver is unenforceable, unconscionable, void or voidable, the remainder of this Agreement and Delivery Policies shall remain in full force and effect.

XIII. MISCELLANEOUS.

1. This Agreement and Delivery Policies and the Terms shall constitute the entire Agreement and Delivery Policies and understanding between the parties with respect to the subject matter of this Agreement and Delivery Policies. Driver or Dasher shall have the right to discuss any changes with BaseBites, and shall consider solely determine whether to continue his/her contractual relationship with BaseBites before accepting any such modifications, alterations, changes or amendments.

2. The failure of BaseBites or Driver or Dasher in any instance to insist upon a strict performance of the terms of this Agreement and Delivery Policies 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.

3. Captions appearing in this Agreement and Delivery Policies are for convenience only and do not in any way limit, amplify, modify, or otherwise affect the terms and provisions of this Agreement and Delivery Policies.

4. If any part of this Agreement and Delivery Policies or the Terms is declared unlawful or unenforceable, the remainder of this Agreement and Delivery Policies and the Terms shall remain in full force and effect.

5. Driver or Dasher agrees to notify BaseBites in writing at support@Base-Bites.com of any breach or perceived breach by BaseBites of this Agreement and Delivery Policies, of any claim arising out of or related to this Agreement and Delivery Policies, or of any claim that Driver’s or Dashers’ services or scope of work differ in any way from what is contemplated in this Agreement and Delivery Policies, including but not limited to the terms in Sections II (Delivery Services), and Section IV (Driver’s or Dashers’ Agreement and Delivery Policiess, Representations and Warranties), or if the relationship of the parties differs from the terms contemplated in Section V (Relationship of Parties)