Terms & Conditions
Last updated: May 23, 2019
THESE TERMS OF SERVICE AS REVISED BY YOJEE IN ITS SOLE DISCRETION FROM TIME TO TIME (“AGREEMENT”) SET FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF THE SERVICE. BY ACCESSING OR USING THE SERVICE, YOU ARE ACCEPTING THIS AGREEMENT, ON BEHALF OF YOURSELF OR THE COMPANY, ENTITY OR ORGANIZATION THAT YOU REPRESENT, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT, ON BEHALF OF YOURSELF OR THE COMPANY, ENTITY OR ORGANIZATION THAT YOU REPRESENT. YOU MAY NOT ACCESS OR USE THE SERVICE OR ACCEPT THIS AGREEMENT IF YOU ARE NOT AT LEAST 18 YEARS OLD.
IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICE.
1. SERVICE DESCRIPTION
1.1. General. Yojee helps to connect Senders and Couriers for the delivery of goods and parcels by providing a platform whereby Senders can post details of desired delivery requests and Couriers can accept such delivery requests. “User” means any user of the Service, and may be a Courier or a Sender, or a representative of either. To the extent you are a Courier, the provisions in this Agreement regarding Couriers apply to you. To the extent you are a Sender, the provisions in this Agreement regarding Senders apply to you. To the extent you are a User, the provisions in this Agreement regarding Users apply to you. For the avoidance of doubt, Yojee provides the platform for posting and accepting Deliveries and the billing service described in Section 5. Please carefully read the disclaimer in Section 11 for more information about your responsibilities.
1.2. Delivery Requests. Sender may post a request for a delivery (“Delivery”) through the Service. Without limitation, Sender will provide origin and destination addresses, the requested date and pickup time of the Delivery, a description of the items being shipped (including weight) and any other relevant information about the Delivery. Yojee is not responsible for any Delivery terms. Once the Delivery is accepted for posting by Yojee, the details of the Delivery are posted to the Service. After a certain period of time, the Delivery will be viewable to all Couriers in the immediate area, though Yojee may from time to time, and in order to meet Senders’ specific needs, release deliveries to certain carriers before posting it to the Service. Senders may cancel a Delivery at any time prior to it being accepted by a Courier. Couriers may view a list of the available Deliveries in their immediate area at any time and accept a Delivery through the Service. The first Courier to accept a Delivery will be assigned the Delivery. Once accepted by a Courier, Yojee will notify Sender that the Delivery has been accepted. Sender and Courier will receive each other’s phone number. Each Sender and Courier is responsible for providing their own phones for use with the Service. Yojee may also, from time to time as the circumstances require, connect Senders and Couriers outside of the Mobile App. Yojee does not guarantee that a Delivery will be accepted by a Courier. If a Delivery is not accepted by a Courier, Yojee will notify the Sender that no Courier is available and that the Sender should try posting the Delivery again.
2. COURIER TERMS, REPRESENTATIONS AND WARRANTIES
2.1. Courier Minimal Requirements. As a Courier, you hereby represent, warrant and covenant that:
(a) you hold all required authorities, permits and approvals to render the transportation service required for any accepted Delivery;
(b) you will obtain and maintain at all times while rendering service with respect to any Delivery current insurance of the types and in the amounts required by law in the jurisdiction in which Courier operates to perform Courier’s services as contemplated by this Agreement.
2.2. Compliance with Laws and Regulations. You hereby represent, warrant and covenant that:
(a) You are duly authorized to provide delivery services as a Courier and desire to provide delivery services for Deliveries.
(b) You currently, and shall during all periods you transport deliveries through the Service, have all applicable licenses, permits, registrations, approvals and authority under applicable law to provide the delivery services subject to this Agreement, and such authority shall cover the commodities, geographical scope, and special Sender instructions or requirements related to all transportation services you provide.
(c) all equipment, including motor vehicles and motor bikes, used is in full compliance with applicable law.
2.3. Safety. You hereby represent, warrant and covenant that:
(a) You will not at any time accept deliveries if you receive a negative safety evaluation from any governmental authority with jurisdiction over your operations.
(b) You will immediately notify Yojee if you receive a negative safety evaluation from a governmental authority with jurisdiction over your operations.
2.4. Equipment. With respect to the equipment you use to perform delivery services under these Terms of Service, you hereby represent, warrant and covenant that:
(a) You will, at your sole cost and expense, furnish all equipment required for the performance of delivery services under these Terms of Service, and pay all expenses related to the use or operation and maintenance of such equipment (including any fines, penalties or fees).
(b) You will provide equipment that is in compliance with all applicable governmental regulatory standards, testing, requirements, licensing, titling, permits and registration, and sufficient in quality and quantity to meet the transportation needs of each delivery you agree to transport.
(c) All motor vehicle equipment you use for the transportation of food grade products will comply with requirements. Without limiting the foregoing, all equipment used in transportation of cargo, regardless of type, will be clean, dry, free of harmful or offensive odor, insect and rodent free, and never have been used for transportation of waste or refuse
2.5. Employees And Services. With respect to your employees who carry out delivery services pursuant to these Terms of Service, you hereby represent, warrant and covenant that:
(a) You will employ and be solely responsible for all personnel employed or contracted by you to provide delivery services.
(b) You will pay your personnel’s wages and insurance where applicable.
(c) You will ensure your employees’ hours are in compliance with regulations under applicable law.
(d) You have sole responsibility for any and all acts and omissions of your drivers, and such drivers’ compliance with all applicable laws and regulations.
(e) You are solely responsible for the interviewing, hiring, training, disciplining, and termination of your drivers and other employees.
(f) You shall utilize only drivers and other operating personnel who are licensed to perform all services for which they are engaged.
(g) You shall transport all deliveries accepted via the Service on vehicles operating pursuant to your for-hire motor carrier operating authority and not broker out, or otherwise allow any third party to transport any deliveries from the Service to any third party.
(h) You shall maintain documented driver validation procedures, recent driver logs and visit records, and proof of identification checks.
(i) Courier acknowledges and agrees that by accepting for transport food subject to applicable food and drug safety rules and regulations (“FDA”), Courier will: (i) comply with any and all applicable laws, rules and regulations governing handling or transportation of such food; (ii) Courier will ensure that its equipment is maintained such that transportation of such food in Courier’s equipment will not result in contamination or adulteration of food; (iii) Courier and its personnel will comply with all instructions provided to it by Sender, including any received via the Service, regarding handling of food; and (iv) All Courier personnel will be trained in accordance with the regulations of the applicable FDA regulations. Without limiting the foregoing, if Sender has requested controlled temperature transportation, Courier shall ensure that transporting equipment is pre-cooled to the Sender’s requested temperature range and, unless alternative instructions are provided by the Sender, shall maintain the ability to record temperature at all times during transit and to provide a temperature log to Sender upon request.
2.6. Sender Instructions. In the event the Sender gives specific instructions regarding the proper loading, handling and shipping of parcels, such terms shall govern, and you shall comply therewith.
2.7. Payment and Remedies. You hereby agree that:
(a) You will look solely to Yojee for any payment of parcels and other charges owing under this Agreement, and agree that your sole recourse in the event of nonpayment shall be against Yojee, and not under any circumstances against Sender, Consignee or any of their customers. You waive any and all claims you may have against Yojee’s customers for payment of charges for services you render hereunder. This undertaking shall survive the termination of this Agreement.
(b) You shall not claim, and hereby waive any right to claim, any lien in any Delivery.
2.8. Non-solicit. You shall not provide transportation for any Sender, other than through the Service, for which you first provided transportation through the Service at any time while you have an account with Yojee and for 12 months after the termination of your account with Yojee. Should you breach the provisions of this section, you will be liable for, and pay to Yojee, 30% of the revenue derived by you in violation of this provision. You agree to allow Yojee to review all books and records of your business necessary for Yojee to ensure compliance with the obligations assumed in this provision.
2.9. Acceptance of Liability. You hereby represent, warrant and covenant that:
(a) You are solely responsible for any and all liability which results or is alleged as a result of the services you provide under this Agreement, including, but not limited to, property damage, loss, damages or delay, personal injury and death (including, but not limited to, liabilities related to your own property and employees). Your liability in all cases shall be as a motor carrier. Your liability is for the full amount of any such loss, damage, cost or other liabilities, irrespective of your insurance limits.
(b) You agree to defend, indemnify, hold harmless and/or make whole Yojee, Senders and consignees (and their officers, employees, and agents) (collectively, the Indemnities), including costs and legal fees, with respect to any and all claims, demands, loss, damage, expenses, or liability, made by any party (collectively “Claims”) due to or arising out of your or your drivers’ or other agents’: (i) use of the Service; (ii) use of or access to User Content; (iii) interaction with any other User; (iv) violation of any of the terms of this Agreement; (v) driver salaries, wage, overtime and meal/rest period claims, applicable payroll and other withholding taxes, pensions, workers’ compensation, provident fund and related protections, and any expenses related to equipment and fuel (vi) violation of applicable laws or regulations; or (vii) performance of transportation services pursuant to this Agreement. The foregoing obligations shall not apply to the benefit of any individual Indemnity to the extent a court of appropriate has determined such Indemnity to be responsible for a Claim. This indemnification applies regardless of any provisions in separate contracts between Yojee and third parties. You also hereby waive any claims or demands by you against Yojee related to any costs, losses, expenses or liability arising from the above-listed actions by you or your agents.
(c) Without limiting any of the foregoing provisions, you specifically agree to defend, indemnify, hold harmless and/or make whole Indemnities for Claims due to or arising out of your, or your drivers’ or other agents’:
(d) Yojee reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Yojee. Yojee will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
3. SENDER TERMS, REPRESENTATIONS AND WARRANTIES
3.1. Representations and Warranties. Unless otherwise agreed in a separate written agreement between Sender and Yojee, if you are a Sender, you hereby represent, warrant and covenant that:
(a) You own the items to be delivered or have the necessary rights to ship such items and are authorized to, and do, bind the owner to the provisions of this Agreement.
(b) You use the Service to deliver items at your own risk through the Couriers that use the Service and, except to the limited extent expressly set forth in this Agreement, agree that Yojee will have no liability for any shipped items or any claims, demands, loss or damages related thereto.
(c) You are solely responsible for obtaining any insurance to cover any anticipated losses.
(d) You are solely responsible for any and all liability, which results or is alleged as a result of such shipped items, including, but not limited to, property damage, personal injury and death.
(e) If you are packaging your goods, you understand that you are liable for any claims, loss, or damage as a result of your doing so improperly or unsafely. You understand that Yojee is in no way responsible for the packaging or compliance with shipping instructions for your deliveries.
(f) You understand that Yojee is not a motor carrier, and as such, is not liable or responsible to you under this Agreement.
(g) You understand that tracking the locations of your deliveries through the Service does not guarantee that such deliveries will be delivered to you at the time specified.
(i) When requesting service with respect to any delivery containing food that is subject to food and drug safety regulations (“FDA”) (hereinafter, “Food”), Sender shall be solely responsible for posting, and shall post, any and all handling obligations necessary for the safe and sanitary handling of such food. If requesting transportation of parcels requiring controlled temperature transportation (regardless of whether subject to FDA regulation), Sender will post the required temperature ranges and acknowledges and agrees that the Courier’s obligations with respect to verifying temperature will be limited to the following: (i) pre-cooling equipment to the requested temperature range; (ii) allowing the loader and receiver to take temperatures at the time of loading and unloading respectively; and (iii) advising of any excursion from requested temperature ranges that arise during transit.
3.2. Non-solicit. Other than pursuant to the Service, You shall not tender, directly or indirectly, parcels to any Courier to which you first tendered parcels pursuant the Service at any time while your account with Yojee remains active, or for 12 months after your account expires or is terminated. Should you breach the provisions of this section, you will be liable for, and pay to Yojee, 30% of the amount paid by you to a Courier in violation of this provision. You agree to allow Yojee to review all books and records of your business necessary for Yojee to ensure compliance with the obligations assumed in this provision.
3.3. Prohibited Items. Senders shall not use the Service to ship the below items and waives any and all liability of the Courier and Yojee with respect to any loss of or damage to any of the following:
(a) Contraband or items that are illegal, dangerous, radioactive, harmful, unsafe, offensive or objectionable;
(b) Bullion, precious metals, precious metal objects, gold, silver, platinum, precious or semi-precious stones (including but not limited to diamonds, emeralds, sapphires and rubies), and precious jewelry which includes jewelry made from precious metals and stones;
(c) Money, securities, accounts, bills, currency, food stamps, lottery tickets, notes, bank notes, coins, bonds, negotiable instruments or evidences of debt, passports, tickets, documents, manuscripts, records, or other valuable papers;
(d) Valuable works of art which includes antiques, paintings, sculptures, tapestries, collectibles or other objects for display; or
(e) Live animals.
3.4. Sender Indemnification. You agree to defend, indemnify, hold harmless and/or make whole Yojee (and its officers, employees, and agents) (each, an “Indemnity”) with respect to any and all claims, demands, loss, damage, expenses, or liability, including costs and legal fees (collectively, “Claims”), made by any party due to or arising out of your or your agents’: (i) use of the Service; (ii) use of or access to User Content; (iii) interaction with any other User; (iv) violation of this Agreement; (v) violation of applicable laws or regulations; or (vi) your delivery contents. Yojee reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. The foregoing obligations shall not apply to the extent a court of appropriate jurisdiction has determined any Claim to have been caused by the negligence or intentional misconduct of Yojee. You agree not to settle any matter without the prior written consent of Yojee. Yojee will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. This indemnification with respect to Yojee applies regardless of any provisions in separate contracts between Yojee and third parties. You also hereby waive any claims or demands by you against Yojee related to any costs, loss, expenses or liability arising from the above-listed actions by you or your agents.
4. DELIVERY CLAIMS
4.1. Courier Liability. Courier agrees to assume full liability for the prompt, safe transportation of all deliveries under this Agreement, and agrees to be responsible for all loss, damage, delay, destruction, theft or liability of whatever nature arising from the transportation services hereunder, or from Courier’s failure to perform the services, whether occurring while the delivery is in the custody or control of the Courier or in the custody or control of any other party to whom Courier may entrust the delivery. Courier’s liability to Sender and/or any involved consignor or consignee shall be the invoice value of the goods transported without limitation.
4.2. Yojee Limitation of Liability. Sender understands and agrees that Courier is primarily liable for cargo loss and damage and Yojee is not liable for the acts or omissions of Courier. Unless a separate written contract with a customer signed by an officer of both Yojee and such customer provides otherwise, Yojee’s sole liability with respect to loss or damage, including due to unreasonable delay, to cargo shall be to the extent that such loss or damage, is caused by the gross negligence or intentional misconduct of Yojee. Yojee’s liability for such cargo loss or damage shall in no event exceed the lesser of: (i) the cost to repair or replace the goods in question; or (ii) S$500 per occurrence. The sole liability of Yojee, and the sole recovery of the owner against Yojee, with respect to loss, damage or delay shall be as set forth in this provision. Without limiting the foregoing, in no event is Yojee responsible for the acts or omissions of any third party, including any Courier, including, but not limited to, a Courier’s denial of a valid claim, nor a Courier’s failure to comply with Sender’s instructions.
4.3. Claim Submissions and Settlement. In the event of loss or damage, Consignor or Consignee shall endeavor to submit a claim to Yojee within ninety (90) days of the incident, and in no event later than six (6) months of the incident. Yojee shall make every attempt to facilitate the resolution of the claim with the Courier. Unless agreed in a separate written contract, Sender is not entitled to offset the amount of any claims, which remain unpaid or unresolved against amounts owed by Sender to Yojee. Sender shall not assert a claim for cargo loss or damage, and neither Yojee nor the Courier shall be liable for cargo loss or damage, in instances where there is no affirmative proof of loss or damage to cargo.
Couriers shall settle claims within sixty (60) days of Yojee’s receipt of all necessary claims documentation. Yojee is entitled to offset the amount of any claims, which remain unpaid or unresolved after such 60-day period against amounts owing from Yojee to Courier hereunder. Courier will be notified in writing prior to taking any action to offset. Courier shall not dispose of damaged or rejected product without the prior written consent of Yojee.
5. PAYMENT TERMS
5.1. Sender Payment and Charges.
(a) For each Delivery, Sender is obligated to pay Yojee within 15 days upon receipt of Yojee’s invoice, which may be provided electronically via the Service, the fees listed to Sender when the applicable Delivery was accepted for posting on the Service (“Delivery Fee”).
(b) Sender is also obligated to pay any other additional charges mutually agreed upon in writing by the Sender and Yojee.
(c) If you are a Sender and you have provided a valid credit card, YOU HEREBY AUTHORIZE YOJEE TO BILL YOUR CREDIT CARD FOR THE DELIVERY FEE IMMEDIATELY AFTER COMPLETION OF THE SHIPMENT AND YOU AGREE THAT NO ADDITIONAL NOTICE OR CONSENT IS REQUIRED.
(d) If you are a Sender and you have provided Yojee with your bank account information instead of a credit card, YOU HEREBY AUTHORIZE YOJEE TO PROCESS A CHECK OR DEBIT FROM YOUR BANK ACCOUNT FOR THE DELIVERY FEE IMMEDIATELY AFTER COMPLETION OF THE SHIPMENT AND YOU AGREE THAT NO ADDITIONAL NOTICE OR CONSENT IS REQUIRED. In the event a check is subsequently returned for non-sufficient funds, you agree that we may take any action available to us at law or in equity to collect such full amount. YOU AGREE TO PAY THE RETURNED CHECK FEE, THE INITIAL AMOUNT AND ANY COLLECTION CHARGES INCURRED BY US.
(e) If you wish to dispute a charge by mail or telephone please contact Yojee at [email protected]. In the event that Yojee charges any convenience fee for making a payment via a credit card or electronic check, these fees will be stated at the time of payment before you finalize your charge. In the event of an unauthorized charge using a credit card or electronic check, please consult your bank’s rules regarding refunds and reversals.
(f) When you make a charge, Yojee shall display a completed charge screen. This is your electronic receipt. You should print or save this electronic receipt for your records. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S), CHECKS, OR OTHER PAYMENT MEANS USED TO INITIATE ANY TRANSACTION. All information that you provide to our third party payment processor or us must be accurate, current and complete. You agree to immediately notify Yojee of any change in your billing address or the credit card or bank account used for payment hereunder.
5.2. Courier Remittance.
(a) For each Delivery, Yojee will pay Courier the fees listed to Courier when Courier accepted the Delivery (“Courier Fee”).
(b) Courier shall not be entitled to any additional charges other than the Courier Fee, except in the case of any additional charges, including but not limited to applicable accessorial rates, agreed upon in writing by the Courier and Yojee prior to the Courier providing the services giving rise to such charges and prior to the inclusion of any such charges on Yojee invoices. Courier shall not be entitled to payment for any additional or accessorial charges not supported by back-up documentation.
(c) Courier agrees that: (i) Courier is entitled to the Courier Fee only after completion of the Delivery and Yojee’s receipt of the Proof of Delivery in accordance with this Agreement. The Courier Fee shall be payable to Courier thirty (30) days after completion of the delivery and Yojee’s receipt of the Proof of Delivery via the Mobile App. Notwithstanding the foregoing, if the authorized recipient indicates on the Proof of Delivery or otherwise that the Delivery has shortages, or has been damaged, lost, delayed, not completed or otherwise files a claim regarding the Delivery and Sender notifies Yojee of this within a reasonable time after the Delivery (but in no case longer than nine (9) months after completion of the Delivery), Yojee shall have the right to withhold or offset payment of any Courier Fee due to the Courier until such problem with the Delivery or claim has been settled. Likewise, if the Courier has applied accessorial or other additional charges without complying with the provisions of Section 5.2(b) of this Agreement, Yojee shall have the right to withhold payment of such charges or offset such charges against future invoices. Courier shall not withhold any deliveries as a means of obtaining payment for past or current charges to Yojee, and Courier waives any liens on deliveries transported through the Service. The only rights that Courier has to receive any amounts from Yojee are set forth in this 4.2.
5.3. General Payment Terms.
(a) Fees are inclusive of all fuel costs and charges. Yojee may change pricing for the Service (from time to time in its sole discretion) by updating the Site and Mobile App and without any additional notice to you.
(b) You agree to use the Service to pay for any Deliveries booked through the Service and not to circumvent payments for scheduled or completed Deliveries in any way. You agree that you are responsible for the collection and/or payment of all Taxes, which you may be liable for in any jurisdiction arising from your use of the Service. Yojee is not responsible for collecting, reporting, paying, or remitting to you any such Taxes. “Taxes” means any applicable duties, sales taxes, GST, VAT or other taxes, which may be levied in respect of a transaction contemplated by this Agreement. Any amount that is not paid when due will accrue interest at eighteen percent (18%) per annum or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. In the event that Yojee is unable to bill Senders due to insufficient funds, Sender shall be liable for all costs and expenses incurred by Yojee in connection with collection of the Sender Fee, including costs and expenses of a third party collection agency. Delivery Fees are non-refundable.
6.1. Accounts. In order to use certain features of the Service, you must register for an account with Yojee (“Account”) and provide certain information as prompted by the registration form. Senders must provide a valid credit card or bank account information and billing address. Couriers must provide valid license information. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; and (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Service. You are responsible for maintaining the confidentiality of your Account login credentials and are fully responsible for all activities that occur under your Account. Each Account may only be used to access the Service during one (1) concurrent login session. You agree to immediately notify Yojee of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Yojee cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
6.2. Site. Subject to the terms of this Agreement, Yojee grants you a non-transferable, nonexclusive, license to use the Site for your internal business use during the term of this Agreement.
6.3. Mobile App. Subject to the terms of this Agreement, Yojee grants you a nontransferable, non-exclusive, license to install and use the Mobile App, in executable object code format only, solely on your own handheld mobile device and for your internal business use during the term of this Agreement.
6.4. Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; (c) you shall not access the Service in order to build a similar or competitive service; and (d) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Any future release, update, or other addition to functionality of the Service shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Service content must be retained on all copies thereof.
6.5. Limited Support. Users may contact Yojee’s technical support center for any support related issues arising from the use of the Service by following the instructions on the Service.
6.6. App Stores. You acknowledge and agree that the availability of the Mobile App is dependent on the third party from which you received the Mobile App (“App Store”), e.g., the Apple App Store or Google Play. You acknowledge that this Agreement is between you and Yojee and not with the App Store. Each App Store may have its own terms and conditions to which you must agree before downloading the Mobile App from it. You agree to comply with, and your license to use the Mobile App is conditioned upon your compliance with, all applicable terms and conditions of the applicable App Store.
7.1. Ownership. Excluding your User Content (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Service are owned by Yojee or Yojee’s licensors. The provision of the Service does not transfer to you or any third party any rights, title or interest in or to such intellectual property rights. Yojee and its suppliers reserve all rights not granted in this Agreement.
7.2. Modification. Yojee reserves the right, at any time, to modify, suspend, or discontinue the Service or any part thereof with or without notice. You agree that Yojee will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Service or any part thereof.
7.3. Feedback. If you provide Yojee any feedback, suggestions, bug reports, system errors, and other information or ideas regarding the Service (“Feedback”), you hereby assign to Yojee all rights in the Feedback and agree that Yojee shall have the right to use such Feedback and related information in any manner it deems appropriate. Without limiting the foregoing, this assignment of rights applies to any testimonials you provide, and you hereby also grant Yojee the right to use your name in connection with sharing such testimonials with the public. Yojee will treat any Feedback you provide to Yojee as non-confidential and non-proprietary. You agree that you will not submit to Yojee any information or ideas that you consider to be confidential or proprietary. If you agree to participate in any case studies, you agree that information you provide in connection with the case study is deemed Feedback and that Yojee may use your name in connection with such Feedback.
8. USER CONTENT
8.1. User Content. “User Content” means any and all information, data, and other content that a User submits to, or uses with, the Service. User Content includes the information provided in a Delivery request or acceptance. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby represent and warrant that your User Content does not violate the Acceptable Use Policy (defined below). For the avoidance of doubt, User Content may include third party content you submit. You agree not to submit third party content unless you have the consent of the applicable third party owner of such content. You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Yojee. Because you alone are responsible for your User Content (and not Yojee), you may be exposed to liability if, for example, your User Content violates the Acceptable Use Policy. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content.
8.3. Creation of Anonymous Data. We may create anonymous data records (“Anonymous Data”) from your User Content by using commercially reasonable efforts to exclude any and all information (such as company name) that makes the data identifiable to you. We may use and disclose Anonymous Data for any purpose, including improving the Service.
9. ACCEPTABLE USE POLICY
The following sets forth Yojee’s “Acceptable Use Policy”:
9.1. You agree not to use the Service to collect, upload, transmit, display, or distribute any User Content (a) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable material of any kind or nature or which is harmful to minors in any way; or (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party.
9.2. In addition, you agree not to use the Service to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other Users, including e-mail addresses, without their consent; (d) interfere with, disrupt, or create an undue burden on servers or networks connected to the Service or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Service, other computer systems or networks connected to or used together with the Service, through password mining or other means; (f) harass or interfere with another User’s use and enjoyment of the Service; or (g) introduce software or automated Agents or scripts to the Service so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Service.
We reserve the right (but have no obligation) to review any User Content, investigate, and/or take appropriate action against you in our sole discretion (including removing or modifying your User Content, terminating your Account in accordance with Section 10, and/or reporting you to law enforcement authorities) if you violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person.
10. TERM AND TERMINATION
Subject to this Section, this Agreement will remain in full force and effect while you use the Service. Yojee may at any time terminate this Agreement with you in its sole discretion if (a) you have breached any provision of this Agreement, the applicable Order Forms or SOP (or have acted in a manner that clearly shows you do not intend to, or are unable to, comply with this Agreement); (b) Yojee is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful); or (c) Yojee has elected to discontinue the Service as described in Section 7.2. Upon termination of this Agreement, your Account and right to access and use the Service will terminate immediately. Yojee will not have any liability whatsoever to you for any termination of the Service, including for termination of your Account or deletion of your User Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 6.4, 7-13.
11. DISCLAIMERS AND RELEASE
THE SERVICE IS PROVIDED “AS-IS” AND “AS AVAILABLE” AND WE (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NONINFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE: (A) WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE; OR (D) RESULT IN ANY REVENUE, PROFITS, OR COST REDUCTION. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES OR OTHER DAMAGES RESULTING FROM SUCH PROBLEMS.
YOJEE OFFERS A PLATFORM TO CONNECT SENDERS AND COURIERS, BUT DOES NOT AND DOES NOT INTEND TO PROVIDE SHIPPING SERVICES OR ACT IN ANY WAY AS A CARRIER, COURIER, OR SHIPPING PROVIDER. IT IS UP TO THE THIRD PARTY CARRIER TO PROVIDE SHIPPING SERVICES, WHICH MAY BE SCHEDULED THROUGH THE USE OF THE SERVICE. YOJEE HAS NO RESPONSIBILITY OR LIABILITY FOR ANY SHIPPING SERVICES PROVIDED TO SHIPPERS BY SUCH THIRD PARTY CARRIERS. YOJEE SHALL NOT BE DEEMED TO BE AN AGENT OR A PARTNER OF COURIER OR SENDER FOR ANY REASON. COURIERS SHALL NOT BE DEEDED TO BE A SUBCONTRACTOR OR EMPLOYEE OF YOJEE FOR ANY REASON. ANY DISPUTE SENDERS HAVE WITH ANY COURIER OR OTHER THIRD PARTY, INCLUDING WITHOUT LIMITATION ANY OTHER USER OF THE SERVICE, IS DIRECTLY BETWEEN THE SENDER AND ANY SUCH THIRD PARTY.
DRIVING WHILE USING PHONES IS DANGEROUS AND AGAINST THE LAW. DO NOT USE THE MOBILE APP WHILE DRIVING. IF YOU USE THE MOBILE APP WHILE DRIVING, YOU DO SO AT YOUR OWN RISK.
WE MAKE NO WARRANTY REGARDING THE SUITABILITY, LEGALITY, REGULATORY COMPLIANCE, QUALITY OR ABILITY OF ANY COURIERS, SENDERS, SHIPPED ITEMS AND DELIVERY SERVICES SCHEDULED THROUGH THE USE OF THE SERVICE. BY USING THE SERVICE, YOU OR YOUR SHIPMENTS MAY BE EXPOSED TO SITUATIONS THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL, UNSAFE OR OTHERWISE OBJECTIONABLE. YOU USE THE SERVICE AT YOUR OWN RISK. YOUR INTERACTIONS WITH OTHER USERS AND THIRD PARTIES ARE SOLELY BETWEEN YOU AND SUCH USER OR THIRD PARTY. YOU AGREE THAT YOJEE WILL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE INCURRED AS THE RESULT OF ANY SUCH INTERACTIONS. IF THERE IS A DISPUTE BETWEEN YOU AND ANY USER OR THIRD PARTY, WE ARE UNDER NO OBLIGATION TO BECOME INVOLVED.
YOU HEREBY WAIVE AND RELEASE YOJEE (AND OUR SUPPLIERS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS) FROM, AND HEREBY WAIVE AND RELINQUISH, EACH AND EVERY PAST, PRESENT AND FUTURE DISPUTE, CLAIM, CONTROVERSY, DEMAND, RIGHT, OBLIGATION, LIABILITY, ACTION AND CAUSE OF ACTION OF EVERY KIND AND NATURE (INCLUDING PERSONAL INJURIES, DEATH, AND PROPERTY DAMAGE), ARISING FROM YOUR USE OF THE SERVICE, OR IN ANY WAY RELATED TO OTHER USERS OR THIRD PARTIES EXCEPT TO THE EXTENT, IF ANY, THAT LIABILITY HAS OTHERWISE BEEN EXPRESSLY ASSUMED IN THIS AGREEMENT.
12. LIMITATION ON LIABILITY
IN NO EVENT SHALL WE (AND OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY PERSONAL INJURY OR LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE, INCLUDING WITHOUT LIMITATION, USING THE SERVICE IN VIOLATION OF TRAFFIC OR SAFETY LAWS, OR INABILITY TO USE THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ,EXCEPT AS PROVIDED IN SECTION 4.2, OUR (AND OUR SUPPLIERS’) LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICE (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY SINGAPORE DOLLARS (S$50) OR (B) AMOUNTS YOU HAVE PAID YOJEE IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.
THE INFORMATION PROVIDED BY THE SERVICE IS NOT INTENDED TO REPLACE INFORMATION PRESENTED ON THE ROAD. IN THE EVENT THAT INFORMATION PRESENTED ON THE ROAD, INCLUDING WITHOUT LIMITATION, TRAFFIC LIGHTS AND TRAFFIC SIGNS, INSTRUCTS DIFFERENTLY THAN THE SERVICE, YOU MUST NOT RELY ON THE SERVICE.
13.1. These Terms of Service are periodically reviewed, modified and enhanced as necessary. Please revisit the Terms of Service periodically to stay aware of any changes thereto. If we modify the Terms of Service, we will make the relevant updates available through the Service. Yojee will endeavor to notify you of these changes by email, but will not be liable for any failure to do so. Amendments will be effective upon Yojee’s posting of such updated terms. Continued use of the Service following such posting shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions, as amended. If you do not understand any of the terms herein, or have questions or other issues related to your use of Yojee, you may inquire regarding the same via email at [email protected].
13.2. Dispute Resolution.
(a) This Agreement is governed by and construed in accordance with the laws of Singapore.
(b) Any claim, dispute or controversy of whatever nature arising out of or relating to this Agreement shall be referred to and finally resolved by arbitration in Singapore administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause. For more information on SIAC, its Rules and Procedures, and how to file an arbitration claim, you may visit the SIAC website at http://www.siac.org.sg/
(c) Notwithstanding the foregoing, either you or we may bring an individual action in small claims court. Further, claims of infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration agreement. Such claims shall be exclusively brought in the courts of SIngapore. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the located in SIngapore in order to maintain the status quo pending arbitration, and hereby agree to submit to exclusive personal jurisdiction of the courts located within Singapore for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
13.3. Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, or any other event beyond the control of such party.
13.5. Independent Contractor. Your relationship to Yojee is that of an independent contractor, and neither party is an agent, employee or partner of the other. You assume complete responsibility for all applicable taxes, assessments, insurance (including, but not limited to, workers’ compensation, disability, pension and provident fund insurance) and any other financial obligations arising out of the transportation services rendered hereunder. You are not, nor will you be deemed to be, an agent, legal representative, joint venture, franchisor, franchisee, or legal partner of Yojee for any purpose. You will not be entitled to enter into any contracts, make any representations or warranties in the name of, or accept any obligations whatsoever on behalf of Yojee.
13.6. Assignment. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Yojee’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
13.7. Press. Notwithstanding anything to the contrary, Yojee may make or release to the public any press release, public announcement or disclosure relating to the existence or subject matter of this Agreement (including using the Customer’s logo and name on the Yojee’s website and marketing materials), which, for the avoidance of doubt, includes any press release, public announcement or disclosure that is required to be made by law or the rules of any recognised stock or securities exchange.
13.8. Conflict. If there is any conflict or inconsistency between the terms and conditions set forth in this Agreement and the terms set forth in any separate agreement or order form between Yojee and Sender or Courier, the terms of such separate agreement shall govern, but all non-conflicting terms herein shall apply.
13.9. Copyright/Trademark Information. All trademarks, logos and service marks (“Marks”) displayed on the Service are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party, which may own the Marks.
13.10. Electronic Communications. The communications between you and Yojee use electronic means, whether you use the Service or send us emails, or whether Yojee posts notices on the Service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Yojee in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Yojee provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing.
13.11. Contact Information:
SendYojee Pte. Ltd.
Address: 144 Robinson Road #15-01
Email: [email protected]