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AMAZON FLEX

INDEPENDENT CONTRACTOR TERMS OF SERVICE

Welcome to the Amazon Flex program (the "Program"). These Terms of Service (this "Agreement"), including the Program Policies, attached as an Exhibit A, will govern the transportation and delivery services contemplated by this Agreement (the "Services") and constitute a legally binding agreement between Amazon Logistics, Inc. ("Amazon") and you. Any reference to this Agreement includes the Program Policies. This Agreement takes effect on the date on which you click through this Agreement when creating your account for the Program (your "Program Account") or, if earlier, when you begin to perform the Services (the "Effective Date"). If there is a conflict between the Program Policies and any other section of this Agreement, the Program Policies will prevail.

Welcome to the Amazon Flex program (the "Program"). These Terms of Service (this "Agreement"), including the Program Policies, attached as an Exhibit A, will govern the delivery services contemplated by this Agreement (the "Services") and constitute a legally binding agreement between Amazon Logistics, Inc. ("Amazon") and you. Any reference to this Agreement includes the Program Policies. If there is a conflict between the Program Policies and any other section of this Agreement, the Program Policies will prevail.

YOU AND AMAZON AGREE TO RESOLVE DISPUTES BETWEEN YOU AND AMAZON ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION, UNLESS YOU OPT OUT OF ARBITRATION WITHIN 14 CALENDAR DAYS OF THE EFFECTIVE DATE OF THIS AGREEMENT, AS DESCRIBED BELOW IN SECTION 11. If you do not agree with these terms, do not use the Amazon Flex app or participate in the Program or provide any Services.

This Agreement updates and replaces any version of the Terms of Service you previously accepted. This Agreement takes effect on the earlier of the date on which you click “I agree and accept” in the box below or, if you accepted a prior version of the Terms of Service, the first date on which you provide Services after Amazon made this Agreement available in the “Legal Information” section of the Amazon Flex app and sent to your email address a hyperlink to this Agreement (“Effective Date”).

YOU AND AMAZON AGREE TO RESOLVE DISPUTES BETWEEN YOU AND AMAZON ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. YOU AND AMAZON WAIVE THE RIGHT TO PURSUE THE RESOLUTION OF ANY SUCH DISPUTE IN A COURT AND WAIVE THE RIGHT TO A TRIAL BY JURY. If you previously opted-out of the dispute resolution provision in a prior version of the Terms of Service, then, to fullest extent permitted by law, you revoke, subject to the exclusions in Section 13, your prior decision to opt out and you agree to individual, binding arbitration by clicking “I agree and accept” in the box below or by providing any Services after the Effective Date.

1. The Services.

a) You agree to provide the Services in a safe and competent manner in accordance with the level of professional care that would be observed by a prudent person rendering similar services and subject to the Service Standards described in the Program Policies. Failure to comply with the Service Standards will constitute a breach of this Agreement.

b) This Agreement requires no minimum amount or frequency of Services. You agree, however, that if you accept an offer to provide Services during a particular confirmed block and you do not cancel your acceptance as permitted under the Program Policies, you will deliver the parcels, packages, totes, bags or other deliverables tendered to you by Amazon or its designees ("Deliverables") during such period ("Delivery Block"). The Delivery Block starts when you receive Deliverables and ends at the time the last Deliverable is delivered or, if undeliverable, is returned as specified by Amazon.

2. Independent Contractor Relationship.

This Agreement creates an independent contractor relationship, not an employment relationship. As an independent contractor of Amazon, nothing in this Agreement will create any partnership, joint venture, agency, franchise, or employment relationship between you and Amazon. As an independent contractor, you will not be considered as having the status of an employee of Amazon for any purpose, including federal, state, and local tax purposes, and you will not be required or entitled to participate in any employee benefit or other plans or arrangements in which employees of Amazon and its affiliates may participate. You are solely responsible for all taxes applicable to you, including, but not limited to, income and social security taxes. You are not covered by unemployment insurance or workers' compensation provided by Amazon or any of its affiliates, and you have no right to nor will you seek benefits or any form of payment from or through Amazon or any of its affiliates under state unemployment coverage or workers' compensation. You have no authority to bind Amazon, and you will not make any representation identifying yourself as an employee of Amazon or make any representations to any person or entity that you have any authority to bind Amazon as an employee, partner, or otherwise. This Agreement applies to each Delivery Block but there will be no relationship between the parties after the end of one Delivery Block and before the start of any subsequent Delivery Block.

This Agreement creates an independent contractor relationship, not an employment relationship. As such, you agree that this Agreement is not a contract of employment and is not evidence of an employment relationship. As an independent contractor of Amazon you are not required to purchase or rent any products, equipment or services from Amazon as a condition of entering into this Agreement. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, or employment relationship between you and Amazon. As an independent contractor, you will not be considered as having the status of an employee of Amazon for any purpose, including federal, state, and local tax purposes, and you will not be required or entitled to participate in any employee benefit or other plans or arrangements in which employees of Amazon and its affiliates may participate. You are solely responsible for all taxes applicable to you, including, but not limited to, income and social security taxes. Amazon will not withhold taxes from fees paid to you, including taxes for unemployment insurance or workers' compensation benefits. You have no authority to bind Amazon, and you will not make any representation identifying yourself as an employee of Amazon or make any representations to any person or entity that you have any authority to bind Amazon as an employee, partner, or otherwise. This Agreement applies to each Delivery Block but there will be no relationship between the parties after the end of one Delivery Block and before the start of any subsequent Delivery Block.

3. Service Fees.

In consideration of providing Services in accordance with this Agreement and for providing your Vehicle, Amazon will pay you fees in the amounts indicated in the Amazon Flex app at the time of acceptance, or as otherwise agreed between you and Amazon from time to time ("Service Fees"). The Service Fees, unless otherwise expressly provided in this Agreement, will be your only fee for performing the Services. The Service Fees include all amounts due to you for providing your Vehicle and the Services under this Agreement, including any expenses you may incur (such as costs of fuel, taxes, registration fees, permits of all types, and any other assessment, citation, fine, or fee imposed or assed against your Vehicle or you by any applicable governmental authority or otherwise related to your equipment and its use). You understand that Amazon would offer lower Service Fees if Amazon had to pay for your expenses. Amazon will pay Service Fees to you no later than 15 days after completion of the Services. Depending on the location in which the Services are provided and the product or business to which the Services relate, Amazon's customers may be able to provide a tip in connection with the fulfillment of their orders and Amazon will pass through any tips payable to you.

In consideration of providing Services in accordance with this Agreement and for providing your Vehicle, Amazon will pay you fees in the amounts indicated in the Amazon Flex app at the time of acceptance, or as otherwise agreed between you and Amazon from time to time ("Service Fees"). The Service Fees, unless otherwise expressly provided in this Agreement, will be your only fee for performing the Services. The Service Fees are intended to cover all amounts incurred by you for providing your Vehicle and the Services under this Agreement, including any expenses you may incur (such as costs of fuel, taxes, registration fees, permits of all types, and any other assessment, citation, fine, or fee imposed or assessed against your Vehicle or you by any applicable governmental authority or otherwise related to your equipment and its use). You understand that Amazon would offer lower Service Fees if Amazon had to pay separately for your expenses. Amazon will pay Service Fees to you no later than 15 days after completion of the Services. Depending on the location in which the Services are provided and the product or business to which the Services relate, Amazon's customers may be able to provide a tip in connection with the fulfillment of their orders and Amazon will pass through any tips payable to you.

4. Representations, Warranties, and Covenants.

You represent and warrant to Amazon that you have all legal capacity and authority to enter into, and perform your obligations under, this Agreement. You agree, at all times, to: (a) comply with all laws, rules, and regulations pertaining to the Services, including all laws, rules, and regulations applicable to (i) transportation, safety and insurance related to the performance of Services, (ii) health and safety of customers and the Deliverables and (iii) anti-bribery and anti-corruption; (b) hold and maintain, throughout your participation in the Program, all licenses, permits, and other authorizations necessary for you to perform the Services (including, if applicable, driver's license, vehicle registration, and automobile insurance), which you will provide to Amazon upon request; (c) notify Amazon immediately after becoming aware that any license, permit, or authorization required for you to perform the Services has expired, been lost or suspended; (d) provide complete and accurate responses to all questions related to the background screening, including questions on prior convictions; (e) notify Amazon immediately if you need to change or update your answers to any questions posed during the background screening process, including if you have any new convictions; (f) notify Amazon immediately of any event or circumstance that impairs the safety of or delays delivery of Deliverables; (g) comply with Amazon's Supplier Code of Conduct posted at http://www.amazon.com/gp/help/customer/display.html?ie=UTF8&nodeId=200885140 and Amazon's safety policies related to Amazon's premises and Deliverables (collectively, "Amazon Safety Requirements"), and permit, as requested by Amazon from time to time, Amazon's designee to audit your compliance with any Amazon Safety Requirements; (h) not violate or infringe any third party's rights in proprietary or confidential information in performing the Services; and (i) not create any lien on Amazon property or assets, including any Deliverables, and waive all rights to any lien. Throughout the term of this Agreement, you will provide Amazon with any forms, documents, or certifications as may be required for Amazon to verify representations and warranties you made in this Agreement or your compliance with any provision of this Agreement.

You represent and warrant to Amazon that you have all legal capacity and authority to enter into, and perform your obligations under, this Agreement. You agree, at all times, to: (a) comply with all laws, rules, and regulations pertaining to the Services, including all laws, rules, and regulations applicable to (i) transportation, safety and insurance related to the performance of Services, (ii) health and safety of customers and the Deliverables and (iii) anti-bribery and anti-corruption; (b) hold and maintain, throughout your participation in the Program, all licenses, permits, and other authorizations necessary for you to perform the Services (including, if applicable, driver's license, vehicle registration, and automobile insurance), which you will provide to Amazon upon request; (c) notify Amazon immediately after becoming aware that any license, permit, or authorization required for you to perform the Services has expired, been lost or suspended; (d) provide complete and accurate responses to all questions related to the background screening, including questions on prior convictions; (e) notify Amazon immediately if you need to change or update your answers to any questions posed during the background screening process, including if you have any new convictions; (f) notify Amazon immediately of any event or circumstance that impairs the safety of or delays delivery of Deliverables; (g) comply with Amazon's Supplier Code of Conduct posted at http://www.amazon.com/gp/help/customer/display.html?ie=UTF8&nodeId=200885140 and Amazon's safety policies related to Amazon's premises and Deliverables (collectively, "Amazon Safety Requirements"), and permit, as requested by Amazon from time to time, Amazon or its designee to audit your compliance with any Amazon Safety Requirements; (h) not violate or infringe any third party's rights in proprietary or confidential information in performing the Services; and (i) not create any lien on Amazon property or assets, including any Deliverables, and waive all rights to any lien. Throughout the term of this Agreement, you will provide Amazon with any forms, documents, or certifications as may be required for Amazon to verify representations and warranties you made in this Agreement or your compliance with any provision of this Agreement.

5. Equipment Used to Perform the Services.

a) You agree that, as part of managing your own business, you will provide and maintain a mobile device compatible with the Amazon Flex app, any vehicle identified by you within the Amazon Flex app ("Vehicle"), any bicycle or other non-motorized mode of transportation used to provide the Services, and any other equipment that you choose to use or that you need in order to provide the Services. Your identification of any Vehicle within the Amazon Flex app will be considered an acknowledgement of and receipt for equipment, as required by applicable law.

b) You agree that while actively performing the Services during a Delivery Block, your Vehicle is under an exclusive lease as defined under Federal Motor Carrier Safety Administration ("FMCSA") section 49 C.F.R. Part 376, which requires exclusive possession, control and use by Amazon of both the Services and your Vehicle during that time. Your obligations under the lease will terminate each time you are done with a Delivery Block and will restart each time a new Delivery Block begins. "Actively performing the Services" means that you are actively delivering Deliverables, waiting to receive more Deliverables, or on your way back to the delivery station with undeliverable or damaged Deliverables. For clarity, exclusive possession, control and use of your Vehicle by Amazon does not mean that you cede physical control or ownership of your Vehicle.

b) You agree that while actively performing the Services during a Delivery Block, your Vehicle is under an exclusive lease as defined under Federal Motor Carrier Safety Administration ("FMCSA") section 49 C.F.R. Part 376.12(c)(1), which requires exclusive possession, control and use by Amazon of both the Services and your Vehicle during that time. "Actively performing the Services" means that you are loading or unloading Deliverables, actively delivering Deliverables, specifically waiting to receive more Deliverables, or actively and directly on your way back to the delivery station with undeliverable or damaged Deliverables. For clarity, exclusive possession, control and use of your Vehicle by Amazon does not mean that you cede physical control or ownership of your Vehicle and the requirements of the FMCSA regulations do not affect your status as an independent contractor (49 C.F.R. 376.12(c)(4)).

6. Term and Deactivation.

a) This Agreement is effective as of the Effective Date and will continue to be in effect until you or Amazon terminates this Agreement.

b) You may terminate this Agreement at any time and for any reason by giving Amazon a notice of termination in accordance with Section 14 below. You will not be eligible to participate in the Program for 12 months following the date of the termination notice.

c) Amazon may terminate this Agreement at any time and for the following reasons by giving you a notice of termination in accordance with Section 14 below: (i) for failure to meet Service Standards, (ii) for failing a background check any time before or after the Effective Date (iii) material violation of the Program Policies, (iv) material breach of this Agreement, (v) if your Amazon.com account is deactivated; or (vi) for other commercially reasonable cause.

c) Amazon may terminate this Agreement for the following reasons (“for cause”) by giving you a notice of termination in accordance with Section 14 below: (i) for failure to meet Service Standards, (ii) for failing a background check any time before or after the Effective Date, (iii) material violation of the Program Policies, (iv) material breach of this Agreement, (v) if your Amazon.com account is deactivated; or (vi) for other commercially reasonable cause.

d) If you have been inactive for more than 180 days, Amazon may deactivate your account. If your account is deactivated for inactivity, you may apply to re-enroll in the Program.

e) If you opt out of receiving electronic communication (as defined in Section 14 below), your account will be deactivated. Subject to other provisions of this Agreement, you will be able to re-activate your account by notifying Amazon that you agree to receive electronic communication from Amazon.

e) If you opt out of receiving electronic communication (as defined in Section 14 below), your account will be deactivated. Subject to other provisions of this Agreement, you will be able to reactivate your account by notifying Amazon that you agree to receive electronic communication from Amazon.

f) Amazon may cease providing any Licensed Materials (as defined in Section 10 below) and terminate this Agreement if you violate any of the terms related to the Licensed Materials in which case any licenses granted to you by Amazon will terminate immediately, without any notice.

g) If either you or Amazon terminate this Agreement, you must uninstall the Amazon Flex application on your device.

7. Availability of the Services.

Amazon makes no promises or representations in this Agreement as to the amount of business that you can expect at any time. You can accept or reject any opportunity offered by Amazon. Nothing in this Agreement will prohibit you from providing Services or using your Vehicle on behalf of any other person or entity, including competitors of Amazon, except during any Delivery Block. Amazon may also engage the services of other companies and individuals that may perform the same or similar services as those provided by you under this Agreement.

8. Limitation of Liability.

Amazon will not be liable for damages of any kind, including direct damages, loss of goodwill, lost opportunities or profits, anticipated amount of business, expenditures, investments, leases, or commitments made by you in connection with the Program or otherwise. Except for your indemnity obligations under Section 9 below and any liability arising out of your breach of the section of the Program Policies entitled "Confidentiality and Personal Information", and except as indicated below, NEITHER PARTY WILL BE LIABLE UNDER ANY CIRCUMSTANCES FOR DIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER RELATED TO THIS AGREEMENT, LICENSED MATERIALS, THE PROGRAM OR THE SERVICES, AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF AMAZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Nothing in this Agreement will limit or exclude either party's liability for any matter or individual remedy that may not be limited or excluded by applicable laws, rules, or regulations.

Amazon will not be liable for damages of any kind, including direct damages, loss of goodwill, lost opportunities or profits, anticipated amount of business, expenditures, investments, leases, or commitments made by you in connection with the Program or otherwise. Except for your indemnity obligations under Section 9 below and any liability arising out of your breach of the section of the Program Policies entitled "Confidentiality and Personal Information," and except as indicated below, NEITHER PARTY WILL BE LIABLE UNDER ANY CIRCUMSTANCES FOR DIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER RELATED TO THIS AGREEMENT, LICENSED MATERIALS, THE PROGRAM OR THE SERVICES, AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF AMAZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Nothing in this Agreement will limit or exclude either party's liability for any matter or individual remedy that may not be limited or excluded by applicable laws, rules, or regulations.

9. Indemnification.

a) You will defend, indemnify, and hold harmless Amazon and its affiliates and successors, and each of their respective directors, officers, and employees (each an "Indemnified Party" and, collectively, the "Indemnified Parties") from any third-party allegation or claim based on, or any loss, damage, settlement, cost, expense, and any other liability (including reasonable attorneys' fees and expenses) arising out of or in connection with, (a) your negligence, strict liability, or misconduct, (b) a breach of this Agreement by you, (c) any action or inaction by you (including any and all loss or damage to personal property or bodily harm (including death) relating to or arising out of any such action or inaction), or (d) any allegation or claim that you failed to comply with applicable laws, rules, or regulations.

b) Your duty to defend is independent of your duty to indemnify. You will use counsel reasonably satisfactory to the Indemnified Parties to defend each indemnified claim, and the Indemnified Parties will cooperate (at your expense) with you in the defense. If at any time the Indemnified Parties determine that they may be adversely affected by any indemnified claim, the Indemnified Parties may assume control of the defense of the claim. You will not consent to the entry of any judgment or enter into any settlement relating to an indemnified claim without the Indemnified Parties' prior written consent.

10. Licensed Materials.

As used in this Agreement, "Licensed Materials" means any software, application, website, content, or other information made available to you (whether standalone, for use on devices owned by you or Amazon, or otherwise) by Amazon or its affiliates in connection with the Program, together with any related manuals and other documentation. Amazon grants to you, during the term of this Agreement, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Licensed Materials solely for the purpose of performing the Services and participating in the Program and as permitted under this Agreement. For additional rights and obligations regarding the Licensed Materials see the Program Policies.

11. Dispute Resolution, Submission to Arbitration.

a) SUBJECT TO YOUR RIGHT TO OPT OUT OF ARBITRATION, THE PARTIES WILL RESOLVE BY FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT, ANY DISPUTE OR CLAIM, WHETHER BASED ON CONTRACT, COMMON LAW, OR STATUTE, ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING TERMINATION OF THIS AGREEMENT, TO YOUR PARTICIPATION IN THE PROGRAM OR TO YOUR PERFORMANCE OF SERVICES. TO THE EXTENT PERMITTED BY LAW, THE PRECEDING SENTENCE APPLIES TO ANY DISPUTE OR CLAIM THAT COULD OTHERWISE BE ASSERTED BEFORE A GOVERNMENT ADMINISTRATIVE AGENCY.

By clicking “I agree and accept” in the box below or by providing any Service after the Effective Date, you agree to each of the following terms:

a) THE PARTIES WILL RESOLVE BY FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT OR TRIAL BY JURY, ANY DISPUTE OR CLAIM, WHETHER BASED ON CONTRACT, COMMON LAW, OR STATUTE, ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING TERMINATION OF THIS AGREEMENT, TO YOUR PARTICIPATION IN THE PROGRAM, OR TO YOUR PERFORMANCE OF SERVICES. TO THE EXTENT PERMITTED BY LAW, THE PRECEDING SENTENCE APPLIES TO ANY DISPUTE OR CLAIM THAT OTHERWISE COULD BE ASSERTED BEFORE A GOVERNMENT ADMINISTRATIVE AGENCY.

b) TO THE EXTENT PERMITTED BY LAW, THE PARTIES AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS.

c) TO THE EXTENT PERMITTED BY LAW, THE PARTIES FURTHER AGREE THAT NO DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ON A REPRESENTATIVE BASIS.

d) TO THE EXTENT PERMITTED BY LAW, THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN OR RECEIVE ANY RELIEF FROM ANY NON-INDIVIDUAL PROCEEDING REFERENCED ABOVE.

d) TO THE EXTENT PERMITTED BY LAW, THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN OR RECEIVE ANY RELIEF FROM ANY NON-INDIVIDUAL PROCEEDING REFERENCED ABOVE ANDTHIS AGREEMENT DOES NOT PROVIDE FOR, AND THE PARTIES DO NOT CONSENT TO, ARBITRATION ON A CLASS OR COLLECTIVE OR REPRESENTATIVE BASIS.

e) THIS AGREEMENT DOES NOT PROVIDE FOR, AND THE PARTIES DO NOT CONSENT TO, ARBITRATION ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS.

g) NO ARBITRATOR SELECTED TO ARBITRATE ANY DISPUTE BETWEEN THE PARTIES IS AUTHORIZED TO ARBITRATE ANY DISPUTE ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. FURTHER, NO ARBITRATOR IS AUTHORIZED TO CONSOLIDATE CLAIMS OF MORE THAN ONE INDIVIDUAL UNLESS ALL PARTIES EXPRESSLY AGREE IN WRITING TO ANY SUCH CONSOLIDATION.

f) NO ARBITRATOR SELECTED TO ARBITRATE ANY DISPUTE BETWEEN THE PARTIES IS AUTHORIZED TO ARBITRATE ANY DISPUTE ON A CLASS, COLLLECTIVE OR REPRESENTATIVE BASIS.

h) THIS AGREEMENT SHALL NOT BE INTERPRETED AS REQUIRING EITHER PARTY TO ARBITRATE DISPUTES ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS, EVEN IF A COURT OR ARBITRATOR INVALIDATES OR MODIFIES OR DECLINES TO ENFORCE THIS AGREEMENT IN WHOLE OR IN PART.

g) THIS AGREEMENT SHALL NOT BE INTERPRETED AS REQUIRING EITHER PARTY TO ARBITRATE DISPUTES ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS, EVEN IF A COURT OR ARBITRATOR INVALIDATES OR MODIFIES OR DECLINES TO ENFORCE THIS AGREEMENT IN WHOLE OR IN PART.

i) AN AWARD IN ARBITRATION SHALL DETERMINE THE RIGHTS AND OBLIGATIONS BETWEEN THE NAMED PARTIES ONLY, AND ONLY IN RESPECT OF THE CLAIMS IN SUCH ARBITRATION, AND SHALL NOT HAVE ANY BEARING ON THE RIGHTS AND OBLIGATIONS OF ANY OTHER PERSON OR ON THE RESOLUTION OF ANY OTHER DISPUTE, OR HAVE PRECLUSIVE EFFECT AS TO ISSUES OR CLAIMS IN ANY OTHER DISPUTE.

h) You and Amazon agree that, at least 30 days before commencing any legal action relating in any way to this Agreement or to the Services, the aggrieved party will provide the other party a notice of the aggrieved party's claims and at least 30 days in which to cure an alleged breach of this Agreement or other alleged act or omission, if the same is reasonably capable of being cured. Notice shall be provided as set forth in Section 14 of this Agreement. The applicable statute of limitations shall be tolled for 30 days following the provision of such notice.

j) You and Amazon agree that, at least 30 days before commencing an action pursuant to this Agreement that in any way relates to this Agreement or to the Services, the aggrieved party will provide the other party a notice of the aggrieved party's claims and at least 30 days in which to cure an alleged breach of this Agreement or other alleged act or omission, if the same is reasonably capable of being cured. Notice shall be provided as set forth in Section 14 of this Agreement. The applicable statute of limitations shall be tolled for 30 days following the provision of such notice.

i) Demand for arbitration under this Agreement must be made in writing, must describe the demanding party's claim, and must be delivered to the other party by hand or by first-class mail within the applicable statute of limitations. Any demand for arbitration made to Amazon must be directed to Amazon's registered agent, Corporation Service Company, at 300 Deschutes Way SW, Suite 304, Tumwater, WA 98051. The arbitration will be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and Mediation Procedures in effect at the time of filing a Demand for arbitration. The AAA's rules are available at www.adr.org. If the AAA's rules are inconsistent with this Agreement, this Agreement will govern. Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules, except that if you initiate the arbitration, you will pay for only the first US $200 of the total AAA filing fee. For example, if the AAA filing fee is US $180 you will be responsible for paying the entire AAA filing fee in that instance. But, if the AAA filing fee is US $570 you will be responsible for paying US $200 and Amazon will pay the difference (US $370 in this instance). Amazon will also pay all other costs and expenses unique to arbitration, including the arbitrator's fees. The arbitration will take place at a mutually-convenient location within 45 miles from the last location in which you provided Services.

k) A party demanding arbitration under this Agreement must file the demand with the American Arbitration Association (the “AAA”) and deliver the demand to the other party by hand or by first-class mail within the applicable statute of limitations. Any demand for arbitration by you must be served on Amazon's registered agent, Corporation Service Company, at 300 Deschutes Way SW, Suite 304, Tumwater, WA 98051. The demand must be in writing and describe each claim of the demanding party. The arbitration will be conducted by the AAA under its Commercial Arbitration Rules and Mediation Procedures in effect at the time of filing the demand for arbitration, provided that none of the AAA’s expedited procedures will apply to the arbitration unless you and Amazon mutually agree in writing, after the demand has been filed, to the application of such procedure. The AAA's rules are available at www.adr.org. If the AAA's rules are inconsistent with this Agreement, this Agreement will govern. Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules, except that if you initiate the arbitration, you will pay for only the first US $200 of the total AAA filing fee. For example, if the AAA filing fee is US $180 you will be responsible for paying the entire AAA filing fee in that instance. But, if the AAA filing fee is US $570 you will be responsible for paying US $200 and Amazon will pay the difference (US $370 in this instance). Amazon also will pay all other costs and expenses unique to arbitration, including the arbitrator's fees. The arbitration will take place at a mutually-convenient location within 45 miles from the last location in which you provided Services, or at another mutually-convenient location, or at any location ordered by a court with personal jurisdiction over you and Amazon.

j) The parties agree that the Federal Arbitration Act and applicable federal law will govern any dispute that may arise between the parties. The parties further agree that, notwithstanding any provision in the AAA rules, any disputes regarding the arbitrability of a claim or the validity, interpretation, or enforcement of any provision (including a waiver) relating to class, collective or representative claims shall be decided by a court of competent jurisdiction, and not by an arbitrator.

l) Notwithstanding any provision in the AAA rules, the parties agree that a court of law must resolve any dispute concerning the validity and enforceability of the Agreement, the applicability of any exemption to the Federal Arbitration Act, and the validity, enforceability or interpretation of the provisions in subsections b) through i) of this Section 11. The arbitrator must resolve all other disputes, including the arbitrability of claims pursuant to such other provisions.

k) WHETHER TO AGREE TO ARBITRATION IS AN IMPORTANT BUSINESS DECISION. If you wish to opt out of this arbitration agreement—meaning, among other things, that you and Amazon would be free to bring claims against each other in a court of law—you can opt out by sending an e-mail to amazonflex-support@amazon.com before the end of the Opt-Out Period (defined below). The e-mail must include your name and a statement indicating that you are intentionally and knowingly opting out of the arbitration provisions of the Amazon Flex Independent Contractor Terms of Service. You will not be subject to retaliation for asserting claims or opting out of this agreement to arbitrate.

m) If you assert a claim against Amazon that is not subject to individual arbitration pursuant to this Section 11, and there is then pending or later filed any claim against Amazon asserted by you or on your behalf that is subject to individual arbitration, then you agree and consent that any claim not subject to individual arbitration must be stayed until the resolution of such other claim in arbitration, unless such stay is contrary to applicable law.

a. If Amazon e-mailed you this Agreement as an update to the Amazon Flex Independent Contractor Terms of Service to which you previously agreed, the Opt-Out Period ends 14 calendar days from the date of Amazon's e-mail to you.

b. If you have not agreed to any previous version of the Amazon Flex Independent Contractor Terms of Service, the Opt-Out Period ends 14 calendar days from the date on which you click "I AGREE AND ACCEPT" to accept this Agreement in the Amazon Flex App.

12. Governing Law.

The interpretation of this Agreement is governed by the law of the state of Washington without regard to its conflict of laws principles, except for Section 11 of this Agreement, which is governed by the Federal Arbitration Act and applicable federal law.

The interpretation of this Agreement is governed by the law of the state of Delaware without regard to its conflict of laws principles, except for Section 11 of this Agreement, which is governed by the Federal Arbitration Act and applicable federal law. If, for any reason, the Federal Arbitration Act is held by a court of competent jurisdiction not to apply to Section 11 of this Agreement, the law of the state of Delaware will govern Section 11 of this Agreement, including without limitation the common law of contracts of such state if any statute could be interpreted to limit the right of Amazon or you to arbitrate pursuant to Section 11 of this Agreement.

13. Modifications.

Amazon may modify this Agreement, including the Program Policies, at any time by providing notice to you through the Amazon Flex app or otherwise providing notice to you. You are responsible for reviewing this Agreement regularly to stay informed of any modifications. If you continue to perform the Services or access Licensed Materials (except for accessing the Amazon Flex app for the purpose of considering whether to agree to modifications of the Terms of Service) after the effective date of any modification to this Agreement, you agree to be bound by such modifications. However, (i) any modification to Service Fees will be provided to you in writing or through the Amazon Flex app before you accept and complete any Delivery Blocks to which such modifications apply; (ii) any modifications to Section 11 will not apply to claims or disputes filed by you on or before the Effective Date; and (iii) if you previously opted-out of the dispute resolution provision in a prior version of the Terms of Service, any modifications to Section 11 that eliminate your right to opt out of the dispute resolution provision will not affect any right you may have to participate in a court action previously filed on your own behalf or as a member of a putative or certified class, collective or representative action that was filed on or before, and was pending on, the Effective Date.

14. Notice; Electronic/Mobile Communications.

Amazon will communicate with you via phone, text message, email, or push notifications sent via the Amazon Flex app (each such communication, "electronic communication") in connection with your participation in the Program. By downloading the Amazon Flex app, providing us with your mobile number, and agreeing to this Agreement, you are providing us with written consent to receive push notifications and automated text messages from Amazon in connection with the Program. To stop receiving push notifications, you may adjust the settings on your phone or delete the Amazon Flex app. You will not be able to participate in the Program if you adjust the settings or delete the Amazon Flex app. To stop receiving text messages from Amazon, reply STOP to any message. You consent to Amazon communicating with you concerning the Program via any or all of these means and you are responsible for printing, storing, and maintaining your own records of any such agreements, notices, disclosures or other communications. Standard messaging and data rates may apply. It is your responsibility to keep your email address and phone number current by updating the information you provided to Amazon. Terminating this Agreement will stop all electronic communication. If you want to terminate this Agreement, you can provide a notice of termination to Amazon by sending a message to the following email address: amazonflex-support@amazon.com. If you want to provide notice under this Agreement, other than the notice of termination, you can provide such notice by sending a message to the following email address: amazonflex-support@amazon.com.

15. Documents.

You may obtain an e-mailed copy of this Agreement by e-mailing a request to amazonflex-support@amazon.com. This Agreement will be accessible to you at any time in the Amazon Flex app.

16. Entire Agreement and Severability; Survival.

a) This Agreement constitutes the complete and final agreement of the parties pertaining to the Services and supersede and replace the parties' prior agreements, understandings, representations, and discussions (whether written or oral) relating to the Services. If any provision of this Agreement is determined to be unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the fullest extent permissible under applicable law.

b) The following sections of this Agreement, along with any other provisions that by their nature should survive termination of this Agreement, will survive any termination or expiration of this Agreement: Term and Termination; Indemnification; Limitation of Liability; Dispute Resolution, Submission to Arbitration, Governing Law and the following sections of the Program Policies: Confidentiality and Personal Information; Taxes; and Miscellaneous.

a) This Agreement constitutes the complete and final agreement of the

Exhibit A

Amazon Flex Program Policies

I. Welcome To Amazon Flex.

Welcome to Amazon Flex, an innovative new service offering you the opportunity to deliver Amazon packages through the Amazon Flex app. Amazon is excited to welcome you to the Amazon Flex program and hope that you enjoy being your own boss and running your own business by using the Amazon Flex app.

II. Program Requirements.

A. In order to participate in the Program, you must:

Pass a background check and, if applicable, a motor vehicle record check in accordance with Amazon's standards;

Be at least 21 years of age;

Be legally qualified to work in each jurisdiction in which you provide Services;

Have the ability to effectively operate the Amazon Flex app and communicate with customers; and

Install the Amazon Flex app on your smartphone.

B. In performing Services, you may only use:

Non-motorized transportation (e.g., walking, cycling);

Following Vehicles:

a private passenger vehicle,

a cargo van (not to exceed 10,000 lbs. in gross vehicle weight rating),

a light truck (not to exceed 10,000 lbs. in gross v

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AMAZON FLEX

INDEPENDENT CONTRACTOR TERMS OF SERVICE

1. The Services.

2. Independent Contractor Relationship.

3. Service Fees.

4. Representations, Warranties, and Covenants.

5. Equipment Used to Perform the Services.

6. Term and Deactivation.

a) This Agreement is effective as of the Effective Date and will continue to be in effect until you or Amazon terminates this Agreement.

d) If you have been inactive for more than 180 days, Amazon may deactivate your account. If your account is deactivated for inactivity, you may apply to re-enroll in the Program.

g) If either you or Amazon terminate this Agreement, you must uninstall the Amazon Flex application on your device.

7. Availability of the Services.

8. Limitation of Liability.

9. Indemnification.

10. Licensed Materials.

11. Dispute Resolution, Submission to Arbitration.

b) TO THE EXTENT PERMITTED BY LAW, THE PARTIES AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS.

c) TO THE EXTENT PERMITTED BY LAW, THE PARTIES FURTHER AGREE THAT NO DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ON A REPRESENTATIVE BASIS.

d) TO THE EXTENT PERMITTED BY LAW, THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN OR RECEIVE ANY RELIEF FROM ANY NON-INDIVIDUAL PROCEEDING REFERENCED ABOVE.

e) THIS AGREEMENT DOES NOT PROVIDE FOR, AND THE PARTIES DO NOT CONSENT TO, ARBITRATION ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS.

f) NO ARBITRATOR SELECTED TO ARBITRATE ANY DISPUTE BETWEEN THE PARTIES IS AUTHORIZED TO ARBITRATE ANY DISPUTE ON A CLASS, COLLLECTIVE OR REPRESENTATIVE BASIS.

k) WHETHER TO AGREE TO ARBITRATION IS AN IMPORTANT BUSINESS DECISION.  If you wish to opt out of this arbitration agreement—meaning, among other things, that you and Amazon would be free to bring claims against each other in a court of law—you can opt out by sending an e-mail to amazonflex-support@amazon.com before the end of the Opt-Out Period (defined below). The e-mail must include your name and a statement indicating that you are intentionally and knowingly opting out of the arbitration provisions of the Amazon Flex Independent Contractor Terms of Service. You will not be subject to retaliation for asserting claims or opting out of this agreement to arbitrate.

12. Governing Law.

13. Modifications.

14. Notice; Electronic/Mobile Communications.

15. Documents.

You may obtain an e-mailed copy of this Agreement by e-mailing a request to amazonflex-support@amazon.com. This Agreement will be accessible to you at any time in the Amazon Flex app.

16. Entire Agreement and Severability; Survival.

Exhibit A

Amazon Flex Program Policies

I. Welcome To Amazon Flex.

II. Program Requirements.

A. In order to participate in the Program, you must:

Pass a background check and, if applicable, a motor vehicle record check in accordance with Amazon's standards;
Be at least 21 years of age;
Be legally qualified to work in each jurisdiction in which you provide Services;
Have the ability to effectively operate the Amazon Flex app and communicate with customers; and
Install the Amazon Flex app on your smartphone.
B. In performing Services, you may only use:

Non-motorized transportation (e.g., walking, cycling);
Following Vehicles:
a private passenger vehicle,
a cargo van (not to exceed 10,000 lbs. in gross vehicle weight rating),
a light truck (not to exceed 10,000 lbs. in gross vehicle weight rating); or
Public Transportation.
If you are required to advise Amazon of the mode of transportation that you intend to use to transport specified Deliverables, you agree to use only that mode of transportation to transport those Deliverables.

C. If you operate any Vehicle in connection with your performance of Services, you must:

Have a current valid driver's license,
If applicable, maintain current Vehicle registration,
Maintain current automobile insurance coverage required by applicable laws, rules, and regulations to operate such Vehicle; and
Be legally authorized and fit to operate such Vehicle.
Upon request, you will provide Amazon with proof that these requirements have been satisfied.
All Vehicles must be registered and must have passed all applicable local, state and federal standards for safety and environmental compliance.
You are not permitted to carry weapons while performing Services, except to the extent local applicable law places restrictions on this policy.
You will not provide Services if you are currently an Amazon employee and you will cease providing Services if you become an Amazon employee.
III. Service Standards.

A. As an independent contractor, you agree to provide results—the timely and effective delivery of undamaged parcels, bags, totes or other items to the customers' and Amazon's satisfaction-- subject to the following standards ("Service Standards"):

1) Safety
i. Failure to comply with health, safety, & other applicable laws. Amazon requires you to comply with all traffic (including observing speed limit laws and distracted driving laws), health, safety, and other laws applicable to Deliverables or Services. Violation of traffic, health, safety, and other laws applicable to Deliverables or Services will make you ineligible to participate in the Program.

2) Reliability
i. Arriving on time for or timely forfeiting Delivery Blocks. Amazon requires that you a) arrive on time and be ready to provide Services for any confirmed Delivery Block or b) forfeit a Delivery Block at least 45 minutes before the start of such Delivery Block. Please note that if you select a Delivery Block close to its start time (i.e. 20 minutes before the start of the Delivery Block), you will still be required to arrive on time for that Delivery Block. If you repeatedly arrive late or forfeit Delivery Blocks late, you will no longer be eligible to participate in the Program.

3) Delivery Quality
i. Late Deliveries. Amazon requires that you deliver the packages to the customers on time. The app will specify the delivery window during which the customer expects the package to be delivered. If you repeatedly deliver packages late, you will no longer be eligible to participate in the Program.

ii. Packages marked as delivered that the customer does not receive. If you deliver a package, Amazon expects that the customer will be able to find it. If customers repeatedly report that they cannot find packages you marked as delivered, you will no longer be eligible to participate in the Program.

iii. Delivery not attempted or undeliverable packages not returned to Amazon timely. Amazon expects that you will deliver all the packages you picked up as part of your Delivery Block. In an instance where delivery is not possible, you are required to return all packages to the Amazon delivery station, unless otherwise directed by Amazon. If you repeatedly do not attempt to deliver all the packages you picked up during a Delivery Block or you do not return the undeliverable packages to a location specified by Amazon, you will no longer be eligible to participate in the Program.

4) Customer Service
i. Rude or inappropriate behavior. Amazon requires you to behave respectfully and professionally when interacting with customers, station operators, merchants and other delivery partners while providing the Services. If customers, station operators, merchants or other delivery partners repeatedly report disrespectful, rude, inappropriate, unprofessional, dangerous or threatening conduct, you will no longer be eligible to participate in the Program. Additionally, a single violation, depending on the seriousness of the infraction, can make you ineligible to participate in the Program.

ii. Failure to follow instructions. Amazon requires you to follow the delivery instructions in the app or from a customer as long as the customer instructions are reasonable and do not conflict with health, safety and other applicable laws. Amazon expects you to use an insulated bag when delivering restaurant orders, not leave chilled/frozen items unattended, always check recipient IDs when delivering alcohol, and collect a signature when instructed to do so in the app. If you repeatedly disregard the instructions, you will no longer be eligible to participate in the Program.

B. As an independent contractor, subject only to this Agreement, it is for you to decide the means and manner in which to provide the Services and achieve the results that you have agreed to provide. Therefore, in performing Services, you are free to map out your own routes, sequence your deliveries and in every other way control the means and manner in which you deliver Deliverables.

IV. Program Account.

A. Amazon will use information provided by you to create or maintain your Program Account. You will provide accurate, current, and complete information as part of your contracting process and to update your information as necessary so that it remains accurate, current, and complete at all times.

B. You will not permit any other person to access your Program Account or the Licensed Materials, including the Amazon Flex App, or to perform any Services using your identity or log-in credentials. You will not use any other person's access to Program Account or Licensed Materials, including the Amazon Flex App, or perform any Services using any other person's identity or log-in credentials. You will keep secure and confidential any password required to access your Program Account or Amazon Flex App or any identification that Amazon provides to you in connection with the Program or Amazon Flex App and you agree to accept responsibility for all activities that occur under your Program Account and associated password.

V. Insurance.

A. If you operate any motor vehicle(s) in connection with your performance of the Services, you will maintain, at your expense, personal automobile insurance coverage required by applicable laws, rules, and regulations to operate such vehicle(s). You will provide proof of such insurance coverage to Amazon, upon request. You will notify Amazon if your insurance coverage is cancelled. Your personal automobile insurance policy may not cover commercial activity. As an independent contractor, it is your responsibility to understand the terms of your personal insurance coverage and to contact your personal insurance company if you have any questions.

B. Where allowed by state and federal regulations, Amazon maintains, pursuant to FMCSA regulations, a commercial automobile insurance policy ("Amazon Insurance Coverage") that is intended to provide third-party bodily injury and property damage coverage, uninsured/under-insured motorist coverage, and comprehensive/collision coverage contingent on your personal insurance policy coverage, while actively performing the Services during the Delivery Block, in each case subject to Amazon Insurance Coverage deductibles and coverage limitations. If you maintain commercial automobile insurance coverage applicable to your operation of a Vehicle, your provider will provide primary coverage for you at all times, including during the Delivery Block and Amazon Insurance Coverage will be, only in those geographies where state and federal regulations allow, excess over your commercial automobile insurance. The above description of Amazon Insurance Coverage is a summary only, and if there is a conflict between the above description and the actual terms of the Amazon Insurance Policy, the actual terms of the Amazon Insurance Policy will dictate coverage. You will notify Amazon immediately of any accident or other on-road incident that occurs while you are providing Services during the Delivery Block and you will cooperate with Amazon and the applicable insurance company in the investigation of such accident or on-road incident. Amazon Insurance Coverage will in no way affect your indemnity obligations to Amazon as provided for in the Agreement. Amazon Insurance Coverage limits are available upon request.

VI. Privacy.

A. Amazon receives and stores any information you enter on our website and mobile applications, while providing Services or participating in the Program, and through other interactions and communications you have with us, our mobile application or our website. Any of the Licensed Materials may provide Amazon with data about your use of such Licensed Materials, your geo-location and related tracking data, including your location, movements, speed at which you are traveling, and other personally identifiable information. Amazon may use any such information and share such information with third parties in connection with the Program or other products or services, including Services, offered by Amazon or its affiliates. By submitting information to Amazon during the contracting process or while providing Services and using any Licensed Materials, you expressly (i) consent to Amazon collecting, using and sharing the above described data and information and (ii) waive and release Amazon from any and all claims, causes of action, liability or damages arising out of or in any way related to Amazon's use of such data and information.

B. Amazon may obtain information about you, including your motor vehicle record and results of your background check. You authorize Amazon and its applicable service provider(s) to, from time to time, (i) perform a background check on you and (ii) obtain your motor vehicle record. Based on a review by Amazon or its service provider of the results of your background check and motor vehicle record, Amazon may immediately terminate this Agreement.

C. Subject to applicable laws, Amazon may release any collected data and information, including personally identifiable information, when Amazon believes such release is appropriate or necessary to (i) comply with the law; (ii) enforce or apply this Agreement, including Program Policies; (iii) protect the rights, property, security or safety of Amazon, its affiliates, Amazon's customers, or others; (iv) detect, prevent or otherwise address fraud, security or technical issues; or (v) prevent or stop activity which Amazon considers to be, or to pose a risk of becoming, illegal, unethical, or legally actionable. Amazon may also receive information you shared with third parties, provided that such party has obtained necessary permissions to share the information with Amazon.

D. When you download or use apps created by Amazon or its affiliates, Amazon will receive information about your location, and your mobile device, including a unique identifier for your device. Most mobile devices provide you with information about these permissions. You have the right to choose whether or not to allow Amazon to receive this information. However, our ability to receive this information is an important part of the performance of Services, so if you choose to deny Amazon access to this information, this could affect the availability and functionality of the Amazon Flex App and your participation in the Program.

VII. Licensed Materials; Devices.

A. You may not (i) incorporate any portion of the Licensed Materials into your own works or compile any portion of it in combination with your own works, transfer it, in whole or in part, for use with another service, or sell, rent, distribute, copy, modify, adapt, translate, reverse engineer, decompile, or disassemble, or make derivative works based on, or manipulate the Licensed Materials or any part of the Licensed Materials or otherwise sublicense or assign any rights to the Licensed Materials in whole or in part, (ii) cause or launch any programs or scripts for the purpose of surveying, manipulating or data mining any portion of the Licensed Materials or impairing or unduly affecting the operation or functionality of any aspect of the Licensed Materials; or (iii) attempt to gain unauthorized access to any portion of the Licensed Materials, including through scripts or third party applications.

B. Additional third party terms contained within or distributed with certain Licensed Materials may apply to the Licensed Materials (or software incorporated with the Licensed Materials) and will govern the use of such software in the event of a conflict with this Agreement ("Third Party Software"). Such Third Party Software license terms will apply to the corresponding Third Party Software in lieu of this Agreement. For more information on Third Party Software, refer to the Additional Terms in the Amazon Flex app, which can be accessed via Home > Account > View Legal Information > Additional Terms..

C. All rights not expressly granted to you in this Agreement are reserved and retained by Amazon or other content providers. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Amazon without express written consent. You may not use any meta tags or any other "hidden text" utilizing Amazon's name or trademarks without the express written consent of Amazon. You may use the Licensed Materials only as permitted by law.

D. You will not attempt to participate or participate in the Program, or provide any Services, for the purpose of gathering information regarding the Program (including any Licensed Materials) or Amazon's processes, building or operating a competitive service or a service that uses similar ideas, features, or functions as the Program (including any Licensed Materials), or copying any idea, feature, or function of the Program (including any Licensed Materials).

E. When you use the Licensed Materials, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile platform provider. Your use of these third party services may be subject to the separate policies, terms of use, and fees of these third parties.

F. Amazon may offer automatic or manual updates to the Licensed Materials at any time and without notice to you.

G. You must comply with all export and re-export restrictions and regulations of the Department of Commerce and other United States agencies and authorities that may apply to the Licensed Materials and agree not to transfer, or encourage, assist, or authorize the transfer of Licensed Materials to a prohibited country or otherwise in violation of any applicable restrictions or regulations.

H. You will notify Amazon immediately after becoming aware that any device on which any Licensed Materials are installed has been lost, stolen, or misplaced. If Amazon provides you with any device or other equipment in connection with the Program and such device or other equipment (or any part of it) is lost, stolen, unreturned, damaged, sold, transferred, or encumbered without the express prior written consent of Amazon, you will promptly pay Amazon the full replacement cost of such device or other equipment, together with any incidental costs that are incurred by Amazon to replace the same.

I. AMAZON LICENSES THE LICENSED MATERIALS TO YOU "AS IS" AND MAKES NO WARRANTIES OF ANY KIND REGARDING THE LICENSED MATERIALS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AMAZON EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. AMAZON DOES NOT WARRANT THAT THE LICENSED MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL OPERATE UNINTERRUPTED, ERROR FREE, OR PROVIDE ACCURATE, COMPLETE, OR UP-TO-DATE INFORMATION. AMAZON WILL NOT BE RESPONSIBLE FOR ANY LOSS, DAMAGE, OR CLAIM CAUSED BY OR ATTRIBUTABLE TO ANY DEFECT OR DEFICIENCY IN ANY LICENSED MATERIALS.

J. If you provide any suggestions, comments, ideas, improvements, or other feedback relating to the Program, Program Policies or the Licensed Materials to Amazon, you assign to Amazon all right, title and interest in and to the same and will provide any assistance Amazon may require to document, perfect, and maintain these rights, and Amazon will be free to use, disclose, reproduce, modify, license, transfer, and otherwise distribute and exploit any of the foregoing.

K. All content included in or made available through Licensed Materials or the Program such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of Amazon or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through any Licensed Materials or the Program is the exclusive property of Amazon and protected by U.S. and international copyright laws.

L. Graphics, logos, page headers, button icons, scripts, and service names included in or made available through any Licensed Materials or the Program are trademarks or trade dress of Amazon in the U.S. and other countries. All other trademarks not owned by Amazon that appear in the Licensed Materials or the Program are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Amazon.

VIII. Confidentiality and Personal Information.

A. You will use all personally identifiable information (i) concerning Amazon's customers, including names and addresses and (ii) provided to you or learned by you during performance of Services (collectively, "Personal Information"), solely for the purpose of providing Services using the Amazon Flex app and will not contact Amazon's customers using Personal Information for any reason unless directly related to providing Services.  You will comply with all instructions Amazon provides in respect of the processing of Personal Information, and you will maintain appropriate security measures to prevent unauthorized use or disclosure of Personal Information and will keep confidential and not share Personal Information with any third party unless expressly permitted under this Agreement. You will return all Personal Information to Amazon promptly following a request from Amazon. As between you and Amazon, all Personal Information is and will remain the exclusive property of Amazon, and you will not disclose, share, transfer, rent, barter, trade, or sell Personal Information and will not develop lists of or aggregate Personal Information. For the avoidance of doubt, the contents of Deliverables tendered by Amazon to you are Personal Information.

B. If you are required by any governmental authority to disclose the contents of any Deliverable, you will promptly notify Amazon of such requirement. Amazon will not provide any Personal Information in connection with any disputes or claims between you and Amazon's customers, nor will any Amazon customers be contacted or called to testify, by either you or Amazon, in connection with any dispute or claim between you and Amazon.

C. Without the prior written authorization by a Vice President of Amazon, you will not use any trade name, trademark, service mark, trade dress, logo or commercial symbol, or any other proprietary rights of Amazon or any of its affiliates in any manner (including use in any client list, press release, advertisement, or other promotional material).

IX. Taxes.

Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. Amazon may deduct or withhold any taxes that Amazon may be legally obligated to deduct or withhold from any amounts payable to you under this Agreement, and payment to you as reduced by such deductions or withholdings will constitute full payment and settlement to you of amounts payable under this Agreement. Throughout the term of this Agreement, you will provide Amazon with any forms, documents, or certifications as may be required for Amazon to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.

X. Additional Terms.

A. A party does not waive any right under any provision of this Agreement, including Program Policies, by failing to insist on compliance with, or by failing to exercise any right under, the applicable provision. Any waivers granted under this Agreement are effective only if recorded in a writing signed by the party granting such waiver. The section headings of this Agreement, including Program Policies, are for convenience only and have no interpretive value.

B. You will not assign, subcontract, or delegate any of your rights or obligations under this Agreement, or your Program Account, without Amazon's prior written consent. Any attempt by you to assign, subcontract, or delegate in violation of this Agreement will be null and void.

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AMAZON FLEX
 
INDEPENDENT CONTRACTOR TERMS OF SERVICE
 
Welcome to the Amazon Flex program (the "Program"). These Terms of Service (this "Agreement"), including the Program Policies, attached as an Exhibit A, will govern the delivery services contemplated by this Agreement (the "Services") and constitute a legally binding agreement between Amazon Logistics, Inc. ("Amazon") and you. Any reference to this Agreement includes the Program Policies. If there is a conflict between the Program Policies and any other section of this Agreement, the Program Policies will prevail.
 
This Agreement updates and replaces any version of the Terms of Service you previously accepted. This Agreement takes effect on the earlier of the date on which you click “I agree and accept” in the box below or, if you accepted a prior version of the Terms of Service, the first date on which you provide Services after Amazon made this Agreement available in the “Legal Information” section of the Amazon Flex app and sent to your email address a hyperlink to this Agreement (“Effective Date”).
 
YOU AND AMAZON AGREE TO RESOLVE DISPUTES BETWEEN YOU AND AMAZON ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. YOU AND AMAZON WAIVE THE RIGHT TO PURSUE THE RESOLUTION OF ANY SUCH DISPUTE IN A COURT AND WAIVE THE RIGHT TO A TRIAL BY JURY. If you previously opted-out of the dispute resolution provision in a prior version of the Terms of Service, then, to fullest extent permitted by law, you revoke, subject to the exclusions in Section 13, your prior decision to opt out and you agree to individual, binding arbitration by clicking “I agree and accept” in the box below or by providing any Services after the Effective Date.
 
1. The Services.
 
a) You agree to provide the Services in a safe and competent manner in accordance with the level of professional care that would be observed by a prudent person rendering similar services and subject to the Service Standards described in the Program Policies. Failure to comply with the Service Standards will constitute a breach of this Agreement.
 
b) This Agreement requires no minimum amount or frequency of Services. You agree, however, that if you accept an offer to provide Services during a particular confirmed block and you do not cancel your acceptance as permitted under the Program Policies, you will deliver the parcels, packages, totes, bags or other deliverables tendered to you by Amazon or its designees ("Deliverables") during such period ("Delivery Block"). The Delivery Block starts when you receive Deliverables and ends at the time the last Deliverable is delivered or, if undeliverable, is returned as specified by Amazon.
 
2. Independent Contractor Relationship.
 
This Agreement creates an independent contractor relationship, not an employment relationship. As such, you agree that this Agreement is not a contract of employment and is not evidence of an employment relationship. As an independent contractor of Amazon you are not required to purchase or rent any products, equipment or services from Amazon as a condition of entering into this Agreement. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, or employment relationship between you and Amazon. As an independent contractor, you will not be considered as having the status of an employee of Amazon for any purpose, including federal, state, and local tax purposes, and you will not be required or entitled to participate in any employee benefit or other plans or arrangements in which employees of Amazon and its affiliates may participate. You are solely responsible for all taxes applicable to you, including, but not limited to, income and social security taxes. Amazon will not withhold taxes from fees paid to you, including taxes for unemployment insurance or workers' compensation benefits. You have no authority to bind Amazon, and you will not make any representation identifying yourself as an employee of Amazon or make any representations to any person or entity that you have any authority to bind Amazon as an employee, partner, or otherwise. This Agreement applies to each Delivery Block but there will be no relationship between the parties after the end of one Delivery Block and before the start of any subsequent Delivery Block.
 
3. Service Fees.
 
In consideration of providing Services in accordance with this Agreement and for providing your Vehicle, Amazon will pay you fees in the amounts indicated in the Amazon Flex app at the time of acceptance, or as otherwise agreed between you and Amazon from time to time ("Service Fees"). The Service Fees, unless otherwise expressly provided in this Agreement, will be your only fee for performing the Services. The Service Fees are intended to cover all amounts incurred by you for providing your Vehicle and the Services under this Agreement, including any expenses you may incur (such as costs of fuel, taxes, registration fees, permits of all types, and any other assessment, citation, fine, or fee imposed or assessed against your Vehicle or you by any applicable governmental authority or otherwise related to your equipment and its use). You understand that Amazon would offer lower Service Fees if Amazon had to pay separately for your expenses. Amazon will pay Service Fees to you no later than 15 days after completion of the Services. Depending on the location in which the Services are provided and the product or business to which the Services relate, Amazon's customers may be able to provide a tip in connection with the fulfillment of their orders and Amazon will pass through any tips payable to you.
 
4. Representations, Warranties, and Covenants.
 
You represent and warrant to Amazon that you have all legal capacity and authority to enter into, and perform your obligations under, this Agreement. You agree, at all times, to: (a) comply with all laws, rules, and regulations pertaining to the Services, including all laws, rules, and regulations applicable to (i) transportation, safety and insurance related to the performance of Services, (ii) health and safety of customers and the Deliverables and (iii) anti-bribery and anti-corruption; (b) hold and maintain, throughout your participation in the Program, all licenses, permits, and other authorizations necessary for you to perform the Services (including, if applicable, driver's license, vehicle registration, and automobile insurance), which you will provide to Amazon upon request; (c) notify Amazon immediately after becoming aware that any license, permit, or authorization required for you to perform the Services has expired, been lost or suspended; (d) provide complete and accurate responses to all questions related to the background screening, including questions on prior convictions; (e) notify Amazon immediately if you need to change or update your answers to any questions posed during the background screening process, including if you have any new convictions; (f) notify Amazon immediately of any event or circumstance that impairs the safety of or delays delivery of Deliverables; (g) comply with Amazon's Supplier Code of Conduct posted at http://www.amazon.com/gp/help/customer/display.html?ie=UTF8&nodeId=200885140 and Amazon's safety policies related to Amazon's premises and Deliverables (collectively, "Amazon Safety Requirements"), and permit, as requested by Amazon from time to time, Amazon or its designee to audit your compliance with any Amazon Safety Requirements; (h) not violate or infringe any third party's rights in proprietary or confidential information in performing the Services; and (i) not create any lien on Amazon property or assets, including any Deliverables, and waive all rights to any lien. Throughout the term of this Agreement, you will provide Amazon with any forms, documents, or certifications as may be required for Amazon to verify representations and warranties you made in this Agreement or your compliance with any provision of this Agreement.
 
5. Equipment Used to Perform the Services.
 
a) You agree that, as part of managing your own business, you will provide and maintain a mobile device compatible with the Amazon Flex app, any vehicle identified by you within the Amazon Flex app ("Vehicle"), any bicycle or other non-motorized mode of transportation used to provide the Services, and any other equipment that you choose to use or that you need in order to provide the Services. Your identification of any Vehicle within the Amazon Flex app will be considered an acknowledgement of and receipt for equipment, as required by applicable law.
 
b) You agree that while actively performing the Services during a Delivery Block, your Vehicle is under an exclusive lease as defined under Federal Motor Carrier Safety Administration ("FMCSA") section 49 C.F.R. Part 376.12(c)(1), which requires exclusive possession, control and use by Amazon of both the Services and your Vehicle during that time. "Actively performing the Services" means that you are loading or unloading Deliverables, actively delivering Deliverables, specifically waiting to receive more Deliverables, or actively and directly on your way back to the delivery station with undeliverable or damaged Deliverables. For clarity, exclusive possession, control and use of your Vehicle by Amazon does not mean that you cede physical control or ownership of your Vehicle and the requirements of the FMCSA regulations do not affect your status as an independent contractor (49 C.F.R. 376.12(c)(4)).
 
6. Term and Deactivation.
 
a) This Agreement is effective as of the Effective Date and will continue to be in effect until you or Amazon terminates this Agreement.
 
b) You may terminate this Agreement at any time and for any reason by giving Amazon a notice of termination in accordance with Section 14 below. You will not be eligible to participate in the Program for 12 months following the date of the termination notice.
 
c) Amazon may terminate this Agreement for the following reasons (“for cause”) by giving you a notice of termination in accordance with Section 14 below: (i) for failure to meet Service Standards, (ii) for failing a background check any time before or after the Effective Date, (iii) material violation of the Program Policies, (iv) material breach of this Agreement, (v) if your Amazon.com account is deactivated; or (vi) for other commercially reasonable cause.
 
d) If you have been inactive for more than 180 days, Amazon may deactivate your account. If your account is deactivated for inactivity, you may apply to re-enroll in the Program.
 
e) If you opt out of receiving electronic communication (as defined in Section 14 below), your account will be deactivated. Subject to other provisions of this Agreement, you will be able to reactivate your account by notifying Amazon that you agree to receive electronic communication from Amazon.
 
f) Amazon may cease providing any Licensed Materials (as defined in Section 10 below) and terminate this Agreement if you violate any of the terms related to the Licensed Materials in which case any licenses granted to you by Amazon will terminate immediately, without any notice.
 
g) If either you or Amazon terminate this Agreement, you must uninstall the Amazon Flex application on your device.
 
7. Availability of the Services.
 
Amazon makes no promises or representations in this Agreement as to the amount of business that you can expect at any time. You can accept or reject any opportunity offered by Amazon. Nothing in this Agreement will prohibit you from providing Services or using your Vehicle on behalf of any other person or entity, including competitors of Amazon, except during any Delivery Block. Amazon may also engage the services of other companies and individuals that may perform the same or similar services as those provided by you under this Agreement.
 
8. Limitation of Liability.
 
Amazon will not be liable for damages of any kind, including direct damages, loss of goodwill, lost opportunities or profits, anticipated amount of business, expenditures, investments, leases, or commitments made by you in connection with the Program or otherwise. Except for your indemnity obligations under Section 9 below and any liability arising out of your breach of the section of the Program Policies entitled "Confidentiality and Personal Information," and except as indicated below, NEITHER PARTY WILL BE LIABLE UNDER ANY CIRCUMSTANCES FOR DIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES OF ANY KIND, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER RELATED TO THIS AGREEMENT, LICENSED MATERIALS, THE PROGRAM OR THE SERVICES, AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF AMAZON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. Nothing in this Agreement will limit or exclude either party's liability for any matter or individual remedy that may not be limited or excluded by applicable laws, rules, or regulations.
 
9. Indemnification.
 
a) You will defend, indemnify, and hold harmless Amazon and its affiliates and successors, and each of their respective directors, officers, and employees (each an "Indemnified Party" and, collectively, the "Indemnified Parties") from any third-party allegation or claim based on, or any loss, damage, settlement, cost, expense, and any other liability (including reasonable attorneys' fees and expenses) arising out of or in connection with, (a) your negligence, strict liability, or misconduct, (b) a breach of this Agreement by you, (c) any action or inaction by you (including any and all loss or damage to personal property or bodily harm (including death) relating to or arising out of any such action or inaction), or (d) any allegation or claim that you failed to comply with applicable laws, rules, or regulations.
 
b) Your duty to defend is independent of your duty to indemnify. You will use counsel reasonably satisfactory to the Indemnified Parties to defend each indemnified claim, and the Indemnified Parties will cooperate (at your expense) with you in the defense. If at any time the Indemnified Parties determine that they may be adversely affected by any indemnified claim, the Indemnified Parties may assume control of the defense of the claim. You will not consent to the entry of any judgment or enter into any settlement relating to an indemnified claim without the Indemnified Parties' prior written consent.
 
10. Licensed Materials.
 
As used in this Agreement, "Licensed Materials" means any software, application, website, content, or other information made available to you (whether standalone, for use on devices owned by you or Amazon, or otherwise) by Amazon or its affiliates in connection with the Program, together with any related manuals and other documentation. Amazon grants to you, during the term of this Agreement, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Licensed Materials solely for the purpose of performing the Services and participating in the Program and as permitted under this Agreement. For additional rights and obligations regarding the Licensed Materials see the Program Policies.
 
11. Dispute Resolution, Submission to Arbitration.
 
By clicking “I agree and accept” in the box below or by providing any Service after the Effective Date, you agree to each of the following terms:
 
a) THE PARTIES WILL RESOLVE BY FINAL AND BINDING ARBITRATION, RATHER THAN IN COURT OR TRIAL BY JURY, ANY DISPUTE OR CLAIM, WHETHER BASED ON CONTRACT, COMMON LAW, OR STATUTE, ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, INCLUDING TERMINATION OF THIS AGREEMENT, TO YOUR PARTICIPATION IN THE PROGRAM, OR TO YOUR PERFORMANCE OF SERVICES. TO THE EXTENT PERMITTED BY LAW, THE PRECEDING SENTENCE APPLIES TO ANY DISPUTE OR CLAIM THAT OTHERWISE COULD BE ASSERTED BEFORE A GOVERNMENT ADMINISTRATIVE AGENCY.
 
b) TO THE EXTENT PERMITTED BY LAW, THE PARTIES AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS.
 
c) TO THE EXTENT PERMITTED BY LAW, THE PARTIES FURTHER AGREE THAT NO DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ON A REPRESENTATIVE BASIS.
 
d) TO THE EXTENT PERMITTED BY LAW, THE PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN OR RECEIVE ANY RELIEF FROM ANY NON-INDIVIDUAL PROCEEDING REFERENCED ABOVE ANDTHIS AGREEMENT DOES NOT PROVIDE FOR, AND THE PARTIES DO NOT CONSENT TO, ARBITRATION ON A CLASS OR COLLECTIVE OR REPRESENTATIVE BASIS.
 
g) NO ARBITRATOR SELECTED TO ARBITRATE ANY DISPUTE BETWEEN THE PARTIES IS AUTHORIZED TO ARBITRATE ANY DISPUTE ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. FURTHER, NO ARBITRATOR IS AUTHORIZED TO CONSOLIDATE CLAIMS OF MORE THAN ONE INDIVIDUAL UNLESS ALL PARTIES EXPRESSLY AGREE IN WRITING TO ANY SUCH CONSOLIDATION.
 
h) THIS AGREEMENT SHALL NOT BE INTERPRETED AS REQUIRING EITHER PARTY TO ARBITRATE DISPUTES ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS, EVEN IF A COURT OR ARBITRATOR INVALIDATES OR MODIFIES OR DECLINES TO ENFORCE THIS AGREEMENT IN WHOLE OR IN PART.
 
i) AN AWARD IN ARBITRATION SHALL DETERMINE THE RIGHTS AND OBLIGATIONS BETWEEN THE NAMED PARTIES ONLY, AND ONLY IN RESPECT OF THE CLAIMS IN SUCH ARBITRATION, AND SHALL NOT HAVE ANY BEARING ON THE RIGHTS AND OBLIGATIONS OF ANY OTHER PERSON OR ON THE RESOLUTION OF ANY OTHER DISPUTE, OR HAVE PRECLUSIVE EFFECT AS TO ISSUES OR CLAIMS IN ANY OTHER DISPUTE.
 
j) You and Amazon agree that, at least 30 days before commencing an action pursuant to this Agreement that in any way relates to this Agreement or to the Services, the aggrieved party will provide the other party a notice of the aggrieved party's claims and at least 30 days in which to cure an alleged breach of this Agreement or other alleged act or omission, if the same is reasonably capable of being cured. Notice shall be provided as set forth in Section 14 of this Agreement. The applicable statute of limitations shall be tolled for 30 days following the provision of such notice.
 
k) A party demanding arbitration under this Agreement must file the demand with the American Arbitration Association (the “AAA”) and deliver the demand to the other party by hand or by first-class mail within the applicable statute of limitations. Any demand for arbitration by you must be served on Amazon's registered agent, Corporation Service Company, at 300 Deschutes Way SW, Suite 304, Tumwater, WA 98051. The demand must be in writing and describe each claim of the demanding party. The arbitration will be conducted by the AAA under its Commercial Arbitration Rules and Mediation Procedures in effect at the time of filing the demand for arbitration, provided that none of the AAA’s expedited procedures will apply to the arbitration unless you and Amazon mutually agree in writing, after the demand has been filed, to the application of such procedure. The AAA's rules are available at www.adr.org. If the AAA's rules are inconsistent with this Agreement, this Agreement will govern. Payment of all filing, administration, and arbitrator fees will be governed by the AAA's rules, except that if you initiate the arbitration, you will pay for only the first US $200 of the total AAA filing fee. For example, if the AAA filing fee is US $180 you will be responsible for paying the entire AAA filing fee in that instance. But, if the AAA filing fee is US $570 you will be responsible for paying US $200 and Amazon will pay the difference (US $370 in this instance). Amazon also will pay all other costs and expenses unique to arbitration, including the arbitrator's fees. The arbitration will take place at a mutually-convenient location within 45 miles from the last location in which you provided Services, or at another mutually-convenient location, or at any location ordered by a court with personal jurisdiction over you and Amazon.
 
l) Notwithstanding any provision in the AAA rules, the parties agree that a court of law must resolve any dispute concerning the validity and enforceability of the Agreement, the applicability of any exemption to the Federal Arbitration Act, and the validity, enforceability or interpretation of the provisions in subsections b) through i) of this Section 11. The arbitrator must resolve all other disputes, including the arbitrability of claims pursuant to such other provisions.
 
m) If you assert a claim against Amazon that is not subject to individual arbitration pursuant to this Section 11, and there is then pending or later filed any claim against Amazon asserted by you or on your behalf that is subject to individual arbitration, then you agree and consent that any claim not subject to individual arbitration must be stayed until the resolution of such other claim in arbitration, unless such stay is contrary to applicable law.
 
12. Governing Law.
 
The interpretation of this Agreement is governed by the law of the state of Delaware without regard to its conflict of laws principles, except for Section 11 of this Agreement, which is governed by the Federal Arbitration Act and applicable federal law. If, for any reason, the Federal Arbitration Act is held by a court of competent jurisdiction not to apply to Section 11 of this Agreement, the law of the state of Delaware will govern Section 11 of this Agreement, including without limitation the common law of contracts of such state if any statute could be interpreted to limit the right of Amazon or you to arbitrate pursuant to Section 11 of this Agreement.
 
13. Modifications.
 
Amazon may modify this Agreement, including the Program Policies, at any time by providing notice to you through the Amazon Flex app or otherwise providing notice to you. You are responsible for reviewing this Agreement regularly to stay informed of any modifications. If you continue to perform the Services or access Licensed Materials (except for accessing the Amazon Flex app for the purpose of considering whether to agree to modifications of the Terms of Service) after the effective date of any modification to this Agreement, you agree to be bound by such modifications. However, (i) any modification to Service Fees will be provided to you in writing or through the Amazon Flex app before you accept and complete any Delivery Blocks to which such modifications apply; (ii) any modifications to Section 11 will not apply to claims or disputes filed by you on or before the Effective Date; and (iii) if you previously opted-out of the dispute resolution provision in a prior version of the Terms of Service, any modifications to Section 11 that eliminate your right to opt out of the dispute resolution provision will not affect any right you may have to participate in a court action previously filed on your own behalf or as a member of a putative or certified class, collective or representative action that was filed on or before, and was pending on, the Effective Date.
 
14. Notice; Electronic/Mobile Communications.
 
Amazon will communicate with you via phone, text message, email, or push notifications sent via the Amazon Flex app (each such communication, "electronic communication") in connection with your participation in the Program. By downloading the Amazon Flex app, providing us with your mobile number, and agreeing to this Agreement, you are providing us with written consent to receive push notifications and automated text messages from Amazon in connection with the Program. To stop receiving push notifications, you may adjust the settings on your phone or delete the Amazon Flex app. You will not be able to participate in the Program if you adjust the settings or delete the Amazon Flex app. To stop receiving text messages from Amazon, reply STOP to any message. You consent to Amazon communicating with you concerning the Program via any or all of these means and you are responsible for printing, storing, and maintaining your own records of any such agreements, notices, disclosures or other communications. Standard messaging and data rates may apply. It is your responsibility to keep your email address and phone number current by updating the information you provided to Amazon. Terminating this Agreement will stop all electronic communication. If you want to terminate this Agreement, you can provide a notice of termination to Amazon by sending a message to the following email address: amazonflex-support@amazon.com. If you want to provide notice under this Agreement, other than the notice of termination, you can provide such notice by sending a message to the following email address: amazonflex-support@amazon.com.
 
15. Documents.
 
You may obtain an e-mailed copy of this Agreement by e-mailing a request to amazonflex-support@amazon.com. This Agreement will be accessible to you at any time in the Amazon Flex app.
 
16. Entire Agreement and Severability; Survival.
 
a) This Agreement constitutes the complete and final agreement of the parties pertaining to the Services and supersedes and replaces the parties’ prior agreements, understandings, representations, and discussions (whether written or oral) relating to the Services. If any provision of this Agreement is determined to be unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the fullest extent permissible under applicable law.
 
b) The following sections of this Agreement, along with any other provisions that by their nature should survive termination of this Agreement, will survive any termination or expiration of this Agreement: Term and Termination; Indemnification; Limitation of Liability; Dispute Resolution, Submission to Arbitration, Governing Law and the following sections of the Program Policies: Confidentiality and Personal Information; Taxes; and Miscellaneous.
 
17. Knowing and Voluntary Agreement.
 
You acknowledge and agree that you are entering into this Agreement voluntarily and without any duress or undue influence by Amazon or anyone else. Further, you confirm that you carefully read this Agreement, asked any questions needed for you to understand this Agreement, and you fully understand the terms, consequences, and binding effect of this Agreement, including that you are waiving the right to go to court, to a jury trial and to proceed on a class, collective or representative basis. Finally, you agree that you have had an opportunity to seek the advice of an attorney before agreeing to and accepting this Agreement and that you have done so or you knowingly and voluntarily decided not to seek such advice.
 
EXHIBIT A
 
AMAZON FLEX PROGRAM POLICIES
 
I. Welcome To Amazon Flex.
 
Welcome to Amazon Flex, an innovative new service offering you the opportunity to deliver packages to Amazon customers. Amazon is excited to welcome you to the Amazon Flex program and hope that you enjoy being your own boss and running your own business by using the Amazon Flex app.
 
II. Program Requirements.
 
A. In order to participate in the Program, you must:
 
1. Pass a background check and, if applicable, a motor vehicle record check in accordance with Amazon's standards;
 
2. Be at least 21 years of age;
 
3. Be legally qualified to work in each jurisdiction in which you provide Services;
 
4. Have the ability to effectively operate the Amazon Flex app and communicate with customers; and
 
5. Install the Amazon Flex app on your smartphone.
 
B. In performing Services, you may use:
 
1. Non-motorized transportation (e.g., walking, cycling);
 
2. Following Vehicles:
 
◦ a private passenger vehicle,
 
◦ a cargo van (not to exceed 10,000 lbs. in gross vehicle weight rating),
 
◦ a light truck (not to exceed 10,000 lbs. in gross vehicle weight rating); or
 
3. Public Transportation.
 
If you are required to advise Amazon of the mode of delivery that you intend to use to deliver specified Deliverables, you agree to use only that mode of delivery to deliver those Deliverables.
 
C. If you operate any Vehicle in connection with your performance of Services, you must:
 
1. Have a current valid driver's license,
 
2. If applicable, maintain current Vehicle registration,
 
3. Maintain current automobile insurance coverage required by applicable laws, rules, and regulations to operate such Vehicle; and
 
4. Be legally authorized and fit to operate such Vehicle.
 
5. Upon request, you will provide Amazon with proof that these requirements have been satisfied.
 
6. All Vehicles must be registered and must have passed all applicable local, state and federal standards for safety and environmental compliance.
 
7. You are not permitted to carry weapons while performing Services, except to the extent local applicable law places restrictions on this policy.
 
8. You will not provide Services if you are currently an Amazon employee and you will cease providing Services if you become an Amazon employee.
 
III. Service Standards.
 
A. As an independent contractor, you agree to provide results—the timely and effective delivery of undamaged parcels, bags, totes or other items to the customers' and Amazon's satisfaction-- subject to the following standards ("Service Standards"):
 
1) Safety
 
 i. Failure to comply with health, safety, & other applicable laws. Amazon requires you to comply with all traffic (including observing speed limit laws and distracted driving laws), health, safety, and other laws applicable to Deliverables or Services. Violation of traffic, health, safety, and other laws applicable to Deliverables or Services will make you ineligible to participate in the Program. The “Safety Reminder” video available in the “Videos” section of the Amazon Flex app contains important information for your safety and awareness. You agree and confirm that you will not provide the Services unless and until (a) you have viewed and fully understood the contents of this video, or (b) you have received hazardous materials training in the past three years that satisfies the Hazardous Materials Regulations (49 CFR 172.704), and you have, or can obtain upon your request, records confirming the same
 
2) Reliability
 
 i. Arriving on time for or timely forfeiting Delivery Blocks. As with any vendor of services, Amazon expects that you a) be ready to timely provide Services for any confirmed Delivery Block or b) forfeit a Delivery Block at least 45 minutes before the start of such Delivery Block. Please note that if you select a Delivery Block close to its start time (i.e. 20 minutes before the start of the Delivery Block), you will still be expected to timely complete your Delivery Block. If you repeatedly arrive after the schedule time to receive packages or forfeit Delivery Blocks late, you will no longer be eligible to participate in the Program.
 
3) Delivery Quality
 
 i. Late Deliveries. Amazon expects that you deliver the packages to the customers on time. The app will specify the delivery window during which the customer expects the package to be delivered. If you repeatedly deliver packages late, you will no longer be eligible to participate in the Program.
 
ii. Packages marked as delivered that the customer does not receive. If you deliver a package, Amazon expects that the customer will be able to find it. If customers repeatedly report that they cannot find packages you marked as delivered, you will no longer be eligible to participate in the Program.
 
iii. Delivery not attempted or undeliverable packages not returned to Amazon timely. Amazon expects that you will deliver all the packages you picked up as part of your Delivery Block. In an instance where delivery is not possible, you are expected to return all packages to the Amazon delivery station, unless otherwise directed by Amazon. If you repeatedly do not attempt to deliver all the packages you picked up during a Delivery Block or you do not return the undeliverable packages to a location specified by Amazon, you will no longer be eligible to participate in the Program.
 
4) Customer Service
 
 i. Rude or inappropriate behavior. Amazon expects you to behave respectfully and professionally when interacting with its customers, station operators, merchants and other delivery partners while providing the Services. If customers, station operators, merchants or other delivery partners repeatedly report disrespectful, rude, inappropriate, unprofessional, dangerous or threatening conduct, you will no longer be eligible to participate in the Program. Additionally, a single violation, depending on the seriousness of the infraction, can make you ineligible to participate in the Program.
 
ii. Failure to follow delivery instructions. Amazon expects you to follow customer delivery instructions as reflected in the app as long as the customer instructions are reasonable and do not conflict with health, safety and other applicable laws. Amazon expects you to perform the Services consistent with industry standards, including with respect to health and safety, always checking recipient IDs when delivering alcohol and collecting a signature when instructed to do so in the app. If you repeatedly disregard the instructions, you will no longer be eligible to participate in the Program.
 
B. As an independent contractor, subject only to this Agreement, it is for you to decide the means and manner in which to provide the Services and achieve the results that you have agreed to provide. Therefore, in performing Services, you are free to map out your own routes, sequence your deliveries and in every other way control the means and manner in which you deliver Deliverables.
 
IV. Program Account.
 
A. Amazon will use information provided by you to create or maintain your user account for the Program (“Program Account”). You will provide accurate, current, and complete information as part of your contracting process and to update your information as necessary so that it remains accurate, current, and complete at all times.
 
B. You will not permit any other person to access your Program Account or the Licensed Materials, including the Amazon Flex App, or to perform any Services using your identity or log-in credentials. You will not use any other person's access to Program Account or Licensed Materials, including the Amazon Flex App, or perform any Services using any other person's identity or log-in credentials. You will keep secure and confidential any password required to access your Program Account or Amazon Flex App or any identification that Amazon provides to you in connection with the Program or Amazon Flex App and you agree to accept responsibility for all activities that occur under your Program Account and associated password.
 
V. Insurance.
 
A. If you operate any motor vehicle(s) in connection with your performance of the Services, you will maintain, at your expense, personal automobile insurance coverage required by applicable laws, rules, and regulations to operate such vehicle(s). You will provide proof of such insurance coverage to Amazon, upon request. You will notify Amazon if your insurance coverage is cancelled. Your personal automobile insurance policy may not cover commercial activity. As an independent contractor, it is your responsibility to understand the terms of your personal insurance coverage and to contact your personal insurance company if you have any questions.
 
B. Where allowed by state and federal regulations, Amazon maintains, pursuant to FMCSA regulations, a commercial automobile insurance policy ("Amazon Insurance Coverage") that is intended to provide third-party bodily injury and property damage coverage, uninsured/under-insured motorist coverage, and comprehensive/collision coverage contingent on your personal insurance policy coverage, while actively performing the Services during the Delivery Block, in each case subject to Amazon Insurance Coverage deductibles and coverage limitations. If you maintain commercial automobile insurance coverage applicable to your operation of a Vehicle, your provider will provide primary coverage for you at all times, including during the Delivery Block and Amazon Insurance Coverage will be, only in those geographies where state and federal regulations allow, excess over your commercial automobile insurance. The above description of Amazon Insurance Coverage is a summary only, and if there is a conflict between the above description and the actual terms of the Amazon Insurance Policy, the actual terms of the Amazon Insurance Policy will dictate coverage. You will notify Amazon immediately of any accident or other on-road incident that occurs while you are providing Services during the Delivery Block and you will cooperate with Amazon and the applicable insurance company in the investigation of such accident or on-road incident. Amazon Insurance Coverage will in no way affect your indemnity obligations to Amazon as provided for in the Agreement. Amazon Insurance Coverage limits are available upon request.
 
VI. Privacy.
 
A. Amazon receives and stores any information you enter on our website and mobile applications, while providing Services or participating in the Program, and through other interactions and communications you have with us, our mobile application or our website. Any of the Licensed Materials may provide Amazon with data about your use of such Licensed Materials, your geo-location and related tracking data, including your location, movements, speed at which you are traveling, and other personally identifiable information. Amazon may use any such information and share such information with third parties in connection with the Program or other products or services, including Services, offered by Amazon or its affiliates. By submitting information to Amazon during the contracting process or while providing Services and using any Licensed Materials, you expressly (i) consent to Amazon collecting, using and sharing the above described data and information and (ii) waive and release Amazon from any and all claims, causes of action, liability or damages arising out of or in any way related to Amazon's use of such data and information.
 
B. Amazon may obtain information about you, including your motor vehicle record and results of your background check. You authorize Amazon and its applicable service provider(s) to, from time to time, (i) perform a background check on you and (ii) obtain your motor vehicle record. Based on a review by Amazon or its service provider of the results of your background check and motor vehicle record, Amazon may immediately terminate this Agreement.
 
C. Subject to applicable laws, Amazon may release any collected data and information, including personally identifiable information, when Amazon believes such release is appropriate or necessary to (i) comply with the law; (ii) enforce or apply this Agreement, including Program Policies; (iii) protect the rights, property, security or safety of Amazon, its affiliates, Amazon's customers, or others; (iv) detect, prevent or otherwise address fraud, security or technical issues; or (v) prevent or stop activity which Amazon considers to be, or to pose a risk of becoming, illegal, unethical, or legally actionable. Amazon may also receive information you shared with third parties, provided that such party has obtained necessary permissions to share the information with Amazon.
 
D. When you download or use apps created by Amazon or its affiliates, Amazon will receive information about your location, and your mobile device, including a unique identifier for your device. Most mobile devices provide you with information about these permissions. You have the right to choose whether or not to allow Amazon to receive this information. However, our ability to receive this information is an important part of the performance of Services, so if you choose to deny Amazon access to this information, this could affect the availability and functionality of the Amazon Flex App and your participation in the Program.
 
E. As a condition of delivering Amazon packages using the Amazon delivery application, you consent to allow Amazon to verify your identity and share your photo with Amazon customers for identification purposes from time to time. Amazon may derive from your photo a facial scan or similar biometric identifier (“Biometric Information”), and collect, store, and use Biometric Information from your submitted photos (including your photos Amazon already has on file), driver’s license, or government-issued ID. You also agree to Amazon’s Photo Use and Biometric Information Retention Policy, which can be found below:
 
Photos Use and Biometric Information Retention Policy
 
Amazon uses your submitted photos (including your photos that we already have on file), driver’s license, or government-issued ID for identification purposes. This can include making sure it's you who is doing the delivery and using your photo to identify you to customers and Amazon personnel. The photo is also used on your in-app ID card. Amazon will retain your photos while you use the Amazon delivery application and thereafter for so long as permitted by law or until you request that Amazon delete your photo. You may request deletion of your photo by contacting support, but deleting your photo will block your access to the Amazon delivery application until you replace it and it is checked for validity.
 
Amazon requires that users of the Amazon delivery application provide a photo for identification purposes. Amazon may derive from your photo a facial scan or similar biometric identifier, (“Biometric Information”). This policy governs our retention of users’ Biometric Information. Amazon retains a user’s Biometric Information for up to 30 days after it is generated. Thereafter, Amazon will promptly delete the Biometric Information. Note that this means Amazon may need to retain your Biometric Information after you stop using the Amazon delivery application for purposes of ongoing fraud detection and investigation.
 
VII. Licensed Materials; Devices.
 
A. You may not (i) incorporate any portion of the Licensed Materials into your own works or compile any portion of it in combination with your own works, transfer it, in whole or in part, for use with another service, or sell, rent, distribute, copy, modify, adapt, translate, reverse engineer, decompile, or disassemble, or make derivative works based on, or manipulate the Licensed Materials or any part of the Licensed Materials or otherwise sublicense or assign any rights to the Licensed Materials in whole or in part, (ii) cause or launch any programs or scripts for the purpose of surveying, manipulating or data mining any portion of the Licensed Materials or impairing or unduly affecting the operation or functionality of any aspect of the Licensed Materials; or (iii) attempt to gain unauthorized access to any portion of the Licensed Materials, including through scripts or third party applications.
 
B. Additional third party terms contained within or distributed with certain Licensed Materials may apply to the Licensed Materials (or software incorporated with the Licensed Materials) and will govern the use of such software in the event of a conflict with this Agreement ("Third Party Software"). Such Third Party Software license terms will apply to the corresponding Third Party Software in lieu of this Agreement. For more information on Third Party Software, refer to the Additional Terms in the Amazon Flex app, which can be accessed via Home > Account > View Legal Information > Additional Terms.
 
C. All rights not expressly granted to you in this Agreement are reserved and retained by Amazon or other content providers. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Amazon without express written consent. You may not use any meta tags or any other "hidden text" utilizing Amazon's name or trademarks without the express written consent of Amazon. You may use the Licensed Materials only as permitted by law.
 
D. You will not attempt to participate or participate in the Program, or provide any Services, for the purpose of gathering information regarding the Program (including any Licensed Materials) or Amazon's processes, building or operating a competitive service or a service that uses similar ideas, features, or functions as the Program (including any Licensed Materials), or copying any idea, feature, or function of the Program (including any Licensed Materials).
 
E. When you use the Licensed Materials, you may also be using the services of one or more third parties, such as a wireless carrier or a mobile platform provider. Your use of these third party services may be subject to the separate policies, terms of use, and fees of these third parties.
 
F. Amazon may offer automatic or manual updates to the Licensed Materials at any time and without notice to you.
 
G. You must comply with all export and re-export restrictions and regulations of the Department of Commerce and other United States agencies and authorities that may apply to the Licensed Materials and agree not to transfer, or encourage, assist, or authorize the transfer of Licensed Materials to a prohibited country or otherwise in violation of any applicable restrictions or regulations.
 
H. You will notify Amazon immediately after becoming aware that any device on which any Licensed Materials are installed has been lost, stolen, or misplaced. If Amazon provides you with any device or other equipment in connection with the Program and such device or other equipment (or any part of it) is lost, stolen, unreturned, damaged, sold, transferred, or encumbered without the express prior written consent of Amazon, you will promptly pay Amazon the full replacement cost of such device or other equipment, together with any incidental costs that are incurred by Amazon to replace the same.
 
I. AMAZON LICENSES THE LICENSED MATERIALS TO YOU "AS IS" AND MAKES NO WARRANTIES OF ANY KIND REGARDING THE LICENSED MATERIALS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AMAZON EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE. AMAZON DOES NOT WARRANT THAT THE LICENSED MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL OPERATE UNINTERRUPTED, ERROR FREE, OR PROVIDE ACCURATE, COMPLETE, OR UP-TO-DATE INFORMATION. AMAZON WILL NOT BE RESPONSIBLE FOR ANY LOSS, DAMAGE, OR CLAIM CAUSED BY OR ATTRIBUTABLE TO ANY DEFECT OR DEFICIENCY IN ANY LICENSED MATERIALS.
 
J. If you provide any suggestions, comments, ideas, improvements, or other feedback relating to the Program, Program Policies or the Licensed Materials to Amazon, you assign to Amazon all right, title and interest in and to the same and will provide any assistance Amazon may require to document, perfect, and maintain these rights, and Amazon will be free to use, disclose, reproduce, modify, license, transfer, and otherwise distribute and exploit any of the foregoing.
 
K. All content included in or made available through Licensed Materials or the Program such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software is the property of Amazon or its content suppliers and protected by United States and international copyright laws. The compilation of all content included in or made available through any Licensed Materials or the Program is the exclusive property of Amazon and protected by U.S. and international copyright laws.
 
L. Graphics, logos, page headers, button icons, scripts, and service names included in or made available through any Licensed Materials or the Program are trademarks or trade dress of Amazon in the U.S. and other countries. All other trademarks not owned by Amazon that appear in the Licensed Materials or the Program are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Amazon.
 
VIII. Confidentiality and Personal Information.
 
A. You will use all personally identifiable information (i) concerning Amazon's customers, including names and addresses and (ii) provided to you or learned by you during performance of Services (collectively, "Personal Information"), solely for the purpose of providing Services using the Amazon Flex app and will not contact Amazon's customers using Personal Information for any reason unless directly related to providing Services. You will comply with all instructions Amazon provides in respect of the processing of Personal Information, and you will maintain appropriate security measures to prevent unauthorized use or disclosure of Personal Information and will keep confidential and not share Personal Information with any third party unless expressly permitted under this Agreement. You will return all Personal Information to Amazon promptly following a request from Amazon. As between you and Amazon, all Personal Information is and will remain the exclusive property of Amazon, and you will not disclose, share, transfer, rent, barter, trade, or sell Personal Information and will not develop lists of or aggregate Personal Information. For the avoidance of doubt, the contents of Deliverables tendered by Amazon to you are Personal Information.
 
B. If you are required by any governmental authority to disclose the contents of any Deliverable, you will promptly notify Amazon of such requirement. Amazon will not provide any Personal Information in connection with any disputes or claims between you and Amazon's customers, nor will any Amazon customers be contacted or called to testify, by either you or Amazon, in connection with any dispute or claim between you and Amazon.
 
C. Without the prior written authorization by a Vice President of Amazon, you will not use any trade name, trademark, service mark, trade dress, logo or commercial symbol, or any other proprietary rights of Amazon or any of its affiliates in any manner (including use in any client list, press release, advertisement, or other promotional material).
 
IX. Taxes.
 
Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. Amazon may deduct or withhold any taxes that Amazon may be legally obligated to deduct or withhold from any amounts payable to you under this Agreement, and payment to you as reduced by such deductions or withholdings will constitute full payment and settlement to you of amounts payable under this Agreement. Throughout the term of this Agreement, you will provide Amazon with any forms, documents, or certifications as may be required for Amazon to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.
 
X. Additional Terms.
 
A. A party does not waive any right under any provision of this Agreement, including Program Policies, by failing to insist on compliance with, or by failing to exercise any right under, the applicable provision. Any waivers granted under this Agreement are effective only if recorded in a writing signed by the party granting such waiver. The section headings of this Agreement, including Program Policies, are for convenience only and have no interpretive value.
 
B. You will not assign, subcontract, or delegate any of your rights or obligations under this Agreement, or your Program Account, without Amazon's prior written consent. Any attempt by you to assign, subcontract, or delegate in violation of this Agreement will be null and void.