Independent Contractor Agreement – Cravingo Contractors

Last Updated: December 2022

This Agreement (“Agreement”) is made and entered into by and between you, the undersigned contractor (“CONTRACTOR”), an independent contractor engaged in the business of performing the services contemplated by this Agreement, and Cravingo, Opc. (“CRAVINGO,” “COMPANY,” “we,” “us,” or “our”). CONTRACTOR may enter this Agreement either as an individual sole proprietor or a corporate entity. This Agreement will become effective on the date it is accepted regardless of whether you are eligible to, or ever do, perform any Contracted Services.

IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS, AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING THIS AGREEMENT.

PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. BY ACCESSING THE CRAVINGO PLATFORM AS A CRAVINGO RIDER, YOU AGREE TO BE BOUND BY (1) THIS AGREEMENT, (2) CRAVINGO E-SIGN CONSENT AGREEMENT, (3) CRAVINGO RIDER PRIVACY POLICY, AND (4) CRAVINGO CONSUMER TERMS OF SERVICE.

RECITALS

CRAVINGO is a company that provides an online marketplace platform using web-based technology that connects contractors, restaurants and/or other businesses, and consumers (“CRAVINGO platform” or “platform”). CRAVINGO’s software permits registered users to place orders for food and/or other goods from various restaurants and businesses. Once such orders are made, CRAVINGO software notifies contractors that a Delivery Opportunity is available and the CRAVINGO software facilitates completion of the delivery. CRAVINGO is not a restaurant, food delivery service, or food preparation business.

CONTRACTOR is an independent provider of delivery and other services, authorized to conduct the services contemplated by this Agreement in the geographic location(s) in which CONTRACTOR operates. CONTRACTOR possesses all equipment and personnel necessary to perform the delivery and any other services contemplated by this Agreement in accordance with applicable laws. CONTRACTOR desires to enter into this Agreement for the right to receive delivery opportunities made available through CRAVINGO’S platform. CONTRACTOR understands and expressly agrees that they are not an employee of CRAVINGO or any restaurant, other business or consumer and that they are providing delivery and other services on behalf of themself and their business, not on behalf of CRAVINGO. CONTRACTOR understands (i) they are free to select the times they wish to be available on the platform to receive delivery opportunities; (ii) they are free to negotiate their compensation by among other things accepting or rejecting the opportunities transmitted through the CRAVINGO platform by consumers, and can make such decisions to maximize their opportunity to profit; and (iii) they have the sole right to control the manner in which deliveries are performed and the means by which those deliveries are completed.

In consideration of the above, as well as the mutual promises described herein, CRAVINGO and CONTRACTOR (collectively “the parties”) agree as follows:

PURPOSE OF THE AGREEMENT

This Agreement governs the relationship between CRAVINGO and CONTRACTOR, and establishes the parties’ respective rights and obligations. In exchange for the promises contained in this Agreement, CONTRACTOR shall have the right and obligation to perform the “Contracted Services” as defined herein. However, nothing in this Agreement requires CONTRACTOR to perform any particular volume of Contracted Services during the term of this Agreement, and nothing in this Agreement shall guarantee CONTRACTOR any particular volume of business for any particular time period.
CONTRACTOR shall have no obligation to accept or perform any particular “Delivery Opportunity” (as that term is defined herein) offered through the CRAVINGO platform. However, once a Delivery Opportunity is accepted, CONTRACTOR shall be contractually bound to complete the Contracted Services in accordance with all consumer and merchant specifications and the terms laid out in this Agreement.

CONTRACTOR’S OPERATIONS

CONTRACTOR represents that they operate an independently established enterprise that provides delivery and other services, and that they satisfy all legal requirements and have all necessary licenses and permits necessary to perform any services contemplated by this Agreement. As an independent contractor/enterprise, CONTRACTOR shall be solely responsible for determining how to operate their business and how to perform the Contracted Services.
CONTRACTOR agrees to provide CRAVINGO with information that is true and accurate, and to promptly inform CRAVINGO should any information require updating.
CONTRACTOR agrees to fully perform the Contracted Services in a timely, efficient, safe, and lawful manner. CRAVINGO shall have no right to, and shall not, control the manner, method or means CONTRACTOR uses to perform the Contracted Services. Instead, CONTRACTOR shall be solely responsible for determining the most effective, efficient, and safe manner to perform the Contracted Services, including determining the manner of pickup, delivery, and route selection.
As an independent business enterprise, CONTRACTOR retains the right to perform services (whether delivery services or other services) for other businesses, and CONTRACTOR represents that they advertise and hold themself out to the general public as a separately established business. The parties recognize that they are or may be engaged in similar arrangements with other businesses to supply the same or similar services and nothing in this Agreement shall prevent CONTRACTOR or CRAVINGO from doing business with others. CRAVINGO does not have the right to restrict CONTRACTOR from performing services for CONTRACTOR’s own business, other businesses, customers, or consumers at any time, even if such business directly competes with CRAVINGO, and even during the time CONTRACTOR is logged into the CRAVINGO platform so long as such services do not otherwise violate this agreement. CONTRACTOR’s right to compete with CRAVINGO, or perform services for businesses that compete with CRAVINGO, will survive even after termination of this Agreement.
CONTRACTOR is not required to purchase, lease, or rent any products, equipment or services from CRAVINGO as a condition of doing business with CRAVINGO or entering into this Agreement.
CONTRACTOR agrees to immediately notify CRAVINGO in writing at Help & Support if CONTRACTOR’s right to control the manner or method they use to perform services differs from the terms contemplated in this Section.
When signing up to be a user of the CRAVINGO platform, CONTRACTOR’s information will be used to create an account. CONTRACTOR may not sign up to be a Cravingo Rider more than once by creating multiple accounts.
CONTRACTOR acknowledges that when engaging with the CRAVINGO platform on a mobile device, data usage and rates may apply.
By using the CRAVINGO platform, CONTRACTOR also agrees to be bound by the CRAVINGO Customer Terms of Service and that any breach of the CRAVINGO Customer Terms of Service will be considered a breach of this Agreement. However, to the extent that this Agreement and the CRAVINGO Customer Terms of Service conflict, the terms of this Agreement shall govern.
To prevent unauthorized access to CONTRACTOR’s account and to prevent unauthorized use of the CRAVINGO platform, CONTRACTOR agrees to protect and keep confidential their email, phone number, password, or other means of accessing their account via the CRAVINGO platform. CONTRACTOR acknowledges that unauthorized use of CONTRACTOR’s account, email, phone number and password could lead to financial loss and access to CONTRACTOR’s sensitive personal and account information. If CONTRACTOR discloses their account information, user ID, and/or password to any person or entity, CONTRACTOR assumes all risks and losses associated with such disclosure. If CONTRACTOR believes someone may attempt to use or has accessed CONTRACTOR’s account without CONTRACTOR’s permission, or that any other unauthorized use or security breach has occurred, CONTRACTOR agrees to immediately notify us at https://cravingo.com/help

III. CONTRACTED SERVICES

From time to time, the CRAVINGO platform will notify CONTRACTOR of the opportunity to complete deliveries from restaurants or other businesses to consumers in accordance with orders placed by consumers through the CRAVINGO platform or directly from restaurants or other businesses (each of these is referred to as a “Delivery Opportunity”). CONTRACTOR agrees by logging into the CRAVINGO platform as a Cravingo Rider, CONTRACTOR is making themself available to receive Delivery Opportunities, which CONTRACTOR may accept or reject. For each Delivery Opportunity accepted by CONTRACTOR (“Contracted Service”), CONTRACTOR agrees to proceed to the restaurant or other business to retrieve the order in a safe and timely fashion, ensure the order is accurately filled according to the consumer, restaurant, and/or business specifications, and complete delivery of the order to consumers in a safe and timely fashion without taking any action that would change the quality or presentation of the items being delivered and while adhering to reasonable expectations on food safety, quality and health standards as required by the restaurants or other businesses and/or applicable law. A Delivery Opportunity is considered complete when the order has been delivered to the ordering party, or, and only when applicable, placed in a designated area as selected by the consumer, in addition to any other task required for completion of the delivery. CONTRACTOR agrees to timely mark a delivery as completed through the CRAVINGO platform upon delivery of the order to the ordering party.
CONTRACTOR understands and agrees that the parameters of each Contracted Service are established by the consumer, restaurant, and/or other business, not CRAVINGO, and represent the end result desired, not the means by which CONTRACTOR is to accomplish the result. CONTRACTOR has the right to cancel a Contracted Service when, in the exercise of CONTRACTOR’s reasonable discretion and business judgment, it is appropriate to do so. Notwithstanding the foregoing, CONTRACTOR agrees to maintain both a customer rating and a completion rate found here as of the date this Agreement becomes effective. Failure to satisfy this obligation constitutes a material breach of this Agreement, and CRAVINGO shall have the right to terminate this Agreement and/or deactivate CONTRACTOR’S account.
CONTRACTOR acknowledges that CRAVINGO has discretion as to which, if any, Delivery Opportunity to present to CONTRACTOR, just as CONTRACTOR has the discretion whether and to what extent to accept any Delivery Opportunity.
CONTRACTOR warrants that CONTRACTOR is engaged in CONTRACTOR’s own business, separate and apart from CRAVINGO’S business, which is to provide an online marketplace platform using web-based technology that connects contractors, restaurants and/or other businesses, and consumers.
CONTRACTOR authorizes CRAVINGO, during the course of a Contracted Service, to communicate with CONTRACTOR, consumer, and/or restaurant or other business to assist CONTRACTOR, or facilitate direct communication between CONTRACTOR and the consumer, restaurant, and/or business, to the extent permitted by CONTRACTOR, in facilitating deliveries. However, under no circumstances shall CRAVINGO be authorized to control the manner or means by which CONTRACTOR performs delivery services or other services contemplated under this Agreement. This includes, but is not limited to, the following:
1. CRAVINGO does not require any specific type, or quality, of CONTRACTOR’s choice of transportation.
2. CONTRACTOR does not have a supervisor or any individual at CRAVINGO to whom they report.
3. CONTRACTOR is not required to use any signage or other designation of CRAVINGO on their vehicle or person at any point in their use of the platform to perform the Contracted Services.
4. CRAVINGO has no control over CONTRACTOR’s personal appearance.
5. CONTRACTOR does not receive performance evaluations by CRAVINGO.
CONTRACTOR may use whatever payment method they choose to purchase items to be delivered to consumers, including but not limited to CONTRACTOR’s personal credit or debit card, cash, or a prepaid card.
In the event CONTRACTOR fails to fully perform any Contracted Service (a “Service Failure”) due to CONTRACTOR’s action or omission, CONTRACTOR shall forfeit all or part of the agreed upon fee for that service.
CONTRACTOR agrees to immediately notify CRAVINGO in writing by submitting a Support inquiry through https://cravingo.com/help-support/ if CONTRACTOR’s services or scope of work differ in any way from what is contemplated in this Section.

CONTENT

Parts of the CRAVINGO platform enable CONTRACTOR to provide feedback, text, photos, audio, video, information, and other content (collectively, “Content”). By providing Content, in whatever form and through whatever means, CONTRACTOR grants CRAVINGO a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to copy, modify, prepare derivative works of, distribute, publish and otherwise exploit, that Content, without limitation. If Content includes personal information, CRAVINGO’s Privacy Policy describes how CRAVINGO uses that personal information. Where CRAVINGO pays for the creation of Content or facilitates its creation, CRAVINGO may own that Content, in which case supplemental terms or disclosures will say that. CONTRACTOR is solely responsible for all Content that CONTRACTOR provides and warrants that CONTRACTOR either own it or is authorized to grant CRAVINGO the rights described in these Terms. CONTRACTOR is responsible and liable if any of CONTRACTOR’s Content violates or infringes the intellectual property or privacy rights of any third party. Content that is, among other things, discriminatory, obscene, harassing, deceptive, violent, or illegal is prohibited, and Content must comply with all applicable CRAVINGO policies, including but not limited to the CRAVINGO Content Policy. CONTRACTOR agrees that CRAVINGO may make available services or automated tools to translate Content and that CONTRACTOR’s Content may be translated using such services or tools.

RELATIONSHIP OF PARTIES

The parties acknowledge and agree that this Agreement is between two co-equal, independent business enterprises that are separately owned and operated. The parties intend this Agreement to create the relationship of principal and independent contractor and not that of employer and employee. The parties are not employees, agents, joint venturers, or partners of each other for any purpose. Neither party shall have the right to bind the other by contract or otherwise except as specifically provided in this Agreement.
CRAVINGO shall not have the right to, and shall not, control the manner or the method of accomplishing Contracted Services to be performed by CONTRACTOR. The parties acknowledge and agree that those provisions of the Agreement reserving ultimate authority in CRAVINGO have been inserted solely for the safety of consumers and other CONTRACTORS using the CRAVINGO platform or to achieve compliance with national or local laws, regulations, and interpretations thereof.

PAYMENT FOR SERVICES

Unless a different rate of pay is negotiated or CONTRACTOR is notified otherwise by CRAVINGO in writing or except as provided herein, CONTRACTOR will receive payment per accurate Contracted Service completed in an amount consistent with the publicly provided pay model, which CONTRACTOR can view here. CRAVINGO reserves the right to adjust or withhold all or a portion of payment owed to CONTRACTOR if CRAVINGO reasonably believes that CONTRACTOR has defrauded or abused, or attempted to defraud or abuse, the platform. From time to time, CRAVINGO may offer opportunities for CONTRACTOR to earn more money for performing Contracted Services at specified times or in specified locations. Nothing prevents the parties from negotiating a different rate of pay, and CONTRACTOR is free to accept or reject any such opportunities to be paid at different rates.
CRAVINGO’s online credit card software may permit consumers to add a gratuity to be paid to CONTRACTOR, and consumers can also pay a gratuity to CONTRACTOR in cash. CONTRACTOR shall retain 100% of any gratuity paid by the consumer, whether by cash or credit card. CRAVINGO acknowledges it has no right to interfere with the amount of gratuity given by the consumer to the CONTRACTOR.
For purchases that involve consumer payment via the CRAVINGO platform, CRAVINGO will process payments made by consumers and transmit applicable payment for the Contracted Services to CONTRACTOR. Payments for all Contracted Services completed in a given week, less the amount of cash payments that CONTRACTOR receives from cash-based Contracted Services they complete, will be transferred via direct deposit on no less than a weekly basis unless CRAVINGO notifies CONTRACTOR otherwise in writing or CONTRACTOR opts to receive payments sooner.
CRAVINGO offers CONTRACTOR the option to receive payments via Gcash, CRAVINGO will transfer these funds earlier than the scheduled weekly/daily payout. Tips given through Credit/Debit Card will be transferred to CONTRACTOR with a processing fee of 3.5%+15php and 2.5% for Gcash.
CONTRACTOR is responsible for verifying the accuracy of their bank account and/or debit card information to receive timely payments. CRAVINGO is not responsible for lost or late payments due to incorrect routing and/or account information.
By agreeing to any separate contract with a third-party that will process payments owed under this Agreement to CONTRACTOR, CONTRACTOR agrees that CRAVINGO shall discharge its payment obligations to CONTRACTOR by funding the amounts payable and directing the third-party processor to pay such funded amounts to CONTRACTOR. After CRAVINGO funds and directs payment, any continuing refusal by the third-party processor to issue payment to CONTRACTOR shall be the responsibility of CONTRACTOR to resolve.
From time to time, CRAVINGO may offer CONTRACTOR a cash-based Delivery Opportunity. The order subtotal and CONTRACTOR earnings from those Delivery Opportunities will be deducted from CONTRACTOR’s earnings balance in the CRAVINGO platform, and CONTRACTOR will keep the cash provided by the customer. CONTRACTOR is responsible for tracking, reporting, and paying appropriate taxes on all tips received from cash-based Delivery Opportunities.
Notwithstanding the terms of Section VI(1) – (3), fulfillment orders placed directly with restaurants or other businesses rather than through the platform or cravingo.ph (“Fulfillment Orders”) may be subject to a different payment model. Nothing prevents the parties from negotiating a different rate of pay for a Fulfillment Order, and the CONTRACTOR is free to accept or reject Fulfillment Order opportunities. As with all Delivery Opportunities, CONTRACTOR shall retain 100% of any gratuity paid by the consumer for a Fulfillment Order. Cravingo’s software may not always include an option to add gratuity for Fulfillment Orders; however, consumers can pay a gratuity to CONTRACTOR in cash.
From time to time, CRAVINGO may offer various Cravingo Rider promotions or referral programs. CONTRACTOR agrees that they will not manipulate or abuse the referral programs or Cravingo Rider promotions by, among other things: (a) tampering with the location feature on their mobile phone; (b) collecting incentive or promotional pay when not eligible to receive such pay under relevant policies; or, (c) creating multiple Cravingo Rider or consumer accounts. CONTRACTOR understands that engaging in this type of manipulation or abuse constitutes a material breach of this Agreement and may lead to deactivation of their account.

VII. PAYMENT DISPUTES

CONTRACTOR’s Failure: In the event there is a Service Failure, CONTRACTOR shall not be entitled to payment as described above (as determined in CRAVINGO’s reasonable discretion). Any withholding of payment shall be based upon proof provided by the consumer, restaurant or other business, CONTRACTOR, and any other party with information relevant to the dispute. CRAVINGO shall make the initial determination as to whether a Service Failure was the result of CONTRACTOR’s action/omission. CONTRACTOR shall have the right to challenge CRAVINGO’s determination through any legal means; however, CONTRACTOR shall notify CRAVINGO in writing at https://cravingo.com/help-support/ of the challenge and provide CRAVINGO the opportunity to resolve the dispute. CONTRACTOR should include any documents or other information in support of their challenge.
CRAVINGO’s Failure: In the event CRAVINGO fails to remit payment in a timely or accurate manner, except as provided in Section VI(5), CONTRACTOR shall have the right to seek proper payment by any legal means contemplated by this Agreement and, should CONTRACTOR prevail, shall be entitled to recover reasonable costs incurred in pursuing proper payment, provided, however, CONTRACTOR shall first inform CRAVINGO in writing at https://cravingo.com/help-support/ of the failure and provide a reasonable opportunity to cure it.

VIII. EQUIPMENT AND EXPENSES

CONTRACTOR represents that they have or can lawfully acquire all equipment, including vehicles and food thermal bags (“Equipment”) necessary for performing Contracted Services, and CONTRACTOR is solely responsible for ensuring that any vehicle used conforms to all vehicle laws pertaining to registration, safety, equipment, inspection, and operational capability.
CONTRACTOR agrees that they are responsible for all costs and expenses arising from CONTRACTOR’s performance of Contracted Services, including, but not limited to, costs related to CONTRACTOR’s Personnel (defined below) and Equipment. Except as otherwise required by law, CONTRACTOR assumes all risk of damage or loss to their Equipment.

PERSONNEL

In order to perform any Contracted Services, CONTRACTOR must, for the safety of consumers on the CRAVINGO platform, pass a background check administered by a third-party vendor, subject to CONTRACTOR’s lawful consent. CONTRACTOR is not required to perform any Contracted Services personally, but may, to the extent permitted by law and subject to the terms of this Agreement, hire or engage others (as employees or subcontractors of CONTRACTOR) to perform all or some of the Contracted Services, provided any such employees or subcontractors meet all the requirements applicable to CONTRACTOR including, but not limited to, accepting the terms of this Agreement, separately completing the process to receive Delivery Opportunities, and being eligible to provide the Contracted Services in the geographic location. To the extent CONTRACTOR furnishes their own employees or subcontractors (collectively “Personnel”), CONTRACTOR shall be solely responsible for the direction and control of the Personnel CONTRACTOR uses to perform all Contracted Services.
CONTRACTOR assumes full and sole responsibility for the payment of all amounts due to their Personnel for work performed in relation to this Agreement, including all wages, benefits and expenses, if any, and for all required income tax withholdings, unemployment insurance contributions, and social security taxes as to CONTRACTOR and all Personnel employed by CONTRACTOR in the performance of Contracted Services under this Agreement. CRAVINGO is not an employer or joint employer of CONTRACTOR’s Personnel, and shall have no responsibility for any wages, benefits, expenses, or other payments due CONTRACTOR’s Personnel, nor for income tax withholding, social security, unemployment insurance contributions, or other payroll taxes relating to CONTRACTOR or their Personnel. Neither CONTRACTOR nor their Personnel shall receive any wages, including vacation pay or holiday pay, from CRAVINGO, nor shall they participate in or receive any other benefits, if any, available to CRAVINGO’s employees.
Unless mandated by law, CRAVINGO shall have no authority to withhold income taxes, social security taxes, unemployment insurance taxes/contributions, or any other local, state or federal tax on behalf of CONTRACTOR or their Personnel.
CONTRACTOR and their Personnel shall not be required to wear a uniform or other clothing of any type bearing CRAVINGO’s name or logo.
If CONTRACTOR uses the services of any Personnel to perform the Contracted Services, CONTRACTOR’s Personnel must satisfy and comply with all of the terms of this Agreement, which CONTRACTOR must make enforceable by written agreement between CONTRACTOR and such Personnel. A copy of such written agreement must be provided to CRAVINGO at least 7 days in advance of such Personnel performing the Contracted Services, and CONTRACTOR must notify CRAVINGO when their Personnel will be performing Contracted Services. The parties acknowledge that the sole purpose of this requirement is to ensure CONTRACTOR’s compliance with the terms of this Agreement.

INSURANCE

CONTRACTOR agrees, as a condition of doing business with CRAVINGO, that during the term of this Agreement, CONTRACTOR will maintain current insurance, in amounts and of types required by law to provide the Contracted Services and cover CONTRACTOR during performance of the Contracted Services, at their own expense. CONTRACTOR acknowledges that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of this Agreement and shall result in the termination of the Agreement and the loss of CONTRACTOR’s right to receive Delivery Opportunities.
NOTIFICATION OF COVERAGE: CONTRACTOR agrees to deliver to CRAVINGO, upon request, current certificates of insurance as proof of coverage. CONTRACTOR agrees to provide updated certificates each time CONTRACTOR purchases, renews, or alters CONTRACTOR’s insurance coverage. CONTRACTOR agrees to give CRAVINGO at least thirty (30) days’ prior written notice before cancellation of any insurance policy required by this Agreement.
WORKERS’ COMPENSATION/OCCUPATIONAL ACCIDENT INSURANCE: CONTRACTOR agrees that CONTRACTOR will maintain sufficient insurance to cover any risks or claims arising out of or related to CONTRACTOR’S relationship with Cravingo, including workers’ compensation insurance where required by law. CONTRACTOR acknowledges and understands that CONTRACTOR will not be eligible for workers’ compensation benefits through CRAVINGO and is instead responsible for maintaining CONTRACTOR’S own workers’ compensation insurance or occupational accident insurance. CONTRACTOR’S maintenance of CONTRACTOR’S own workers’ compensation insurance or occupational accident insurance will not disqualify CONTRACTOR from participating in the Occupational Accident Insurance Policy for Cravingo Riders, which CRAVINGO may make available to CONTRACTOR.

INDEMNITY

CRAVINGO agrees to indemnify, protect and hold harmless CONTRACTOR from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly from CRAVINGO’s actions offering and facilitating the Contracted Services to CONTRACTOR.
CONTRACTOR agrees to indemnify, protect and hold harmless CRAVINGO, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of CONTRACTOR and/or their Personnel arising from the performance of delivery services under this Agreement, including personal injury or death to any person (including to CONTRACTOR and/or their Personnel), as well as any liability arising from CONTRACTOR’s failure to comply with the terms of this Agreement. CONTRACTOR’s obligations hereunder shall include the cost of defense, including attorneys’ fees, as well as the payment of any final judgment rendered against or settlement agreed upon by CRAVINGO or its parent, subsidiary and/or affiliated companies.
CONTRACTOR agrees to indemnify, protect and hold harmless CRAVINGO, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all tax liabilities and responsibilities for payment of all local taxes, including, but not limited to all payroll taxes, self-employment taxes, workers compensation premiums, and any contributions imposed or required under local laws, with respect to CONTRACTOR and CONTRACTOR’s Personnel.
CONTRACTOR shall be responsible for, indemnify and hold harmless CRAVINGO, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from all costs of CONTRACTOR’s business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities.

XII. PROPRIETARY RIGHTS AND LICENSES

All copyright, database rights, trademarks (whether registered or unregistered), design rights (whether registered or unregistered), patent applications, patents, and other intellectual property rights of any nature in the CRAVINGO platform together with the underlying software code and any and all rights in, or derived from the CRAVINGO platform are proprietary and owned either directly by CRAVINGO or by CRAVINGO’s licensors and are protected by applicable intellectual property and other laws. CONTRACTOR agrees that they will not use such proprietary information, materials, or intellectual property rights in any way whatsoever except for by use of the CRAVINGO platform to perform the Contracted Service in compliance with the terms of this Agreement. No portion of the CRAVINGO platform may be reproduced in any form or by any means, except as expressly permitted in the terms of this Agreement. CONTRACTOR agrees not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the CRAVINGO platform or any intellectual property rights therein in any manner, and CONTRACTOR shall not exploit the CRAVINGO platform or any intellectual property rights therein in any unauthorized way whatsoever.
CRAVINGO hereby grants CONTRACTOR a non-exclusive, non-transferable, non-sublicensable, revocable license to use the CRAVINGO platform solely for their lawful use to perform the Contracted Services in accordance with these terms of this Agreement. CRAVINGO retains all rights, title, and interest in and to the CRAVINGO platform and its other intellectual property rights therein. Any such license shall terminate upon termination of this Agreement.
CONTRACTOR acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by CONTRACTOR to CRAVINGO regarding the CRAVINGO platform are provided freely and shall become the sole property of CRAVINGO. CRAVINGO shall own exclusive rights of such Submissions, including all intellectual property rights therein, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to CONTRACTOR.

XIII. LEGAL PROCESSES AFFECTING CRAVINGO RIDER ACCOUNTS

If legal action such as a garnishment, levy or other legal process (“Legal Process”) is brought against CONTRACTOR’S Cravingo Rider account, CRAVINGO will not contest on CONTRACTOR’S behalf any such Legal Process and may take action to comply with such Legal Process as CRAVINGO determines to be appropriate in the circumstances without liability to CONTRACTOR. CONTRACTOR agrees that CRAVINGO may honor Legal Process that is served personally, by mail, email or facsimile transmission at any CRAVINGO facility or at the office of any agent authorized by appointment or by law to receive service on behalf of CRAVINGO, even if such service is insufficient under law.
If Legal Process is brought against CONTRACTOR’S Cravingo Rider account, CRAVINGO may prohibit CONTRACTOR from utilizing payment options other than weekly direct deposits (i.e., prohibiting use of other payment alternatives that CRAVINGO may offer to CONTRACTOR). CONTRACTOR shall be liable to CRAVINGO for any amounts received by CONTRACTOR through payment options other than weekly direct deposit that otherwise would have been withheld pursuant to such Legal Process, and CRAVINGO may recoup or offset such amounts from any obligation owed by CRAVINGO to CONTRACTOR.
CONTRACTOR acknowledges that Legal Process against CONTRACTOR’S Cravingo Rider account may result in delays in payments to CONTRACTOR. CRAVINGO shall not be liable to CONTRACTOR on account of any losses resulting from such delay.

XIV. TERMINATION OF AGREEMENT

CONTRACTOR may terminate this Agreement upon seven (7) days written notice. CRAVINGO may terminate this Agreement and deactivate CONTRACTOR’S Cravingo Rider account only for the reasons set forth in the CRAVINGO Deactivation Policy which CONTRACTOR expressly agrees to, or for a material breach of this Agreement. Notwithstanding the foregoing, CRAVINGO reserves the right to temporarily remove access to the CRAVINGO platform for the purposes of timely investigation where fraud or abuse is suspected, including circumvention of compliance with Legal Process, or when deemed necessary to protect the safety and security of CRAVINGO users.
Notwithstanding any other provision in this Agreement, CRAVINGO reserves the right to modify the Deactivation Policy if, in CRAVINGO’s good faith and reasonable discretion, it is necessary to do so for the safe and/or effective operation of the CRAVINGO platform. CRAVINGO shall provide notice of any such changes to CONTRACTOR via email. Changes to the Deactivation Policy shall be effective and binding on the parties upon CONTRACTOR’s continued use of the CRAVINGO platform following CRAVINGO’s email notice of such modifications. Nothing will prevent CONTRACTOR from attempting to negotiate an exemption from any modification to the Deactivation Policy.
CONTRACTOR’s and CRAVINGO’s obligations and rights arising under the Mutual Arbitration Provision of this Agreement shall survive termination of this Agreement. Notwithstanding any other provision in this Agreement, the Deactivation Policy is subject to change; such changes shall be effective and binding on the parties upon CRAVINGO’S provision of notice to CONTRACTOR via email.

MODIFICATION

CRAVINGO may modify this Agreement at any time. When CRAVINGO makes material changes to this Agreement, it will post the revised Agreement on the CRAVINGO Platform and update the “Last Updated” date at the top of the Agreement. CRAVINGO will also provide CONTRACTOR with notice of any material changes before the date the revised Agreement becomes effective. If CONTRACTOR disagrees with the revised Agreement, CONTRACTOR may terminate the Agreement immediately as provided herein. If CONTRACTOR does not terminate the Agreement before the date the revised Agreement becomes effective, CONTRACTOR’s continued access to or use of the CRAVINGO platform will constitute acceptance of the revised Agreement. CRAVINGO may modify information on any website hyperlinked from this Agreement from time to time, and such modifications shall be effective upon posting. Continued use of the CRAVINGO platform after any such changes shall constitute CONTRACTOR’s consent to such changes.

XVI. ENTIRE AGREEMENT, TRANSFERABILITY, AND WAIVER

This Agreement shall constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and shall not be modified, altered, changed or amended in any respect, unless in writing and signed by both parties, or unless CRAVINGO modifies the Agreement pursuant to Section XV. Before accepting any modifications, alterations, changes or amendments, CONTRACTOR shall have the right to discuss any proposed changes with CRAVINGO and consider whether to continue their contractual relationship with CRAVINGO. This Agreement supersedes any prior contract between the parties. To the extent CRAVINGO’s consumer facing Terms and Conditions Agreement (or updated consumer facing Terms and Conditions Agreement, if applicable) is inconsistent or conflicts with this Agreement, this Agreement controls. This Agreement may not be assigned by either party without written consent of the other and shall be binding upon the parties hereto, including their heirs and successors, provided, however, that CRAVINGO may assign its rights and obligations under this Agreement to an affiliate of CRAVINGO or any successor(s) to its business and/or purchaser of substantially all of its stock or assets. References in this Agreement to CRAVINGO shall be deemed to include such successor(s).
The failure of CRAVINGO or CONTRACTOR in any instance to insist upon a strict performance of the terms of this Agreement or to exercise any option herein, shall not be construed as a waiver or relinquishment of such term or option and such term or option shall continue in full force and effect.

XVII. THIRD PARTY SERVICES

From time to time, CRAVINGO may enable CONTRACTOR to receive services from other third parties while using the CRAVINGO platform. CONTRACTOR understands that these services are subject to the terms and conditions of each third-party provider. CONTRACTOR agrees that CRAVINGO is not responsible and may not be held liable for these services or the actions or omissions of any third-party provider.
Google Maps: As a CONTRACTOR, while using the CRAVINGO platform CONTRACTOR may be able to use Google Maps in-app navigation services while performing Contracted Services. If CONTRACTOR does so, CONTRACTOR agree that Google may collect CONTRACTOR’s location data when the CRAVINGO platform is running in order to provide and improve Google’s services, that such data may also be shared with CRAVINGO in order to improve its operations, and that Google’s terms and privacy policy will apply to this usage. CONTRACTOR can also use any other navigation app outside the CRAVINGO platform or none at all.

XVIII. E-SIGN CONSENT AGREEMENT

This Cravingo E-Sign Consent Agreement (“E-Sign Agreement”) allows us to provide you with electronic versions of notices, disclosures and other communications in connection with the services we offer and agreements we enter into with you. In this E-Sign Agreement, the words “you” and “your” mean any person giving consent to our use of electronic Disclosures and signatures as described below. The words “Cravingo,” “we,” “us,” and “our,” mean Cravingo Technologies, Opc. its affiliates, successors, assigns, and any designated third-party service providers acting on their behalf.

Scope of E-Sign Agreement

This E-Sign Agreement applies to all agreements, policies, terms, notices, authorizations, receipts, confirmations, statements, account histories, disclosures and any other communication (each, a “Disclosure”) that we are required by law to provide to you in connection with any products, services, transactions, or agreements we offer or enter into with you now or in the future (collectively, the “Services”).

Consent to Receive Disclosures Electronically

By consenting to this E-Sign Agreement, you agree to the following:

Cravingo may provide any or all Disclosures to you electronically in any manner, including, but not limited to, via our website, any Cravingo app, a hyperlink provided on the Cravingo website or app, a push notification, an email to the email address you provided to us, or a text message to the mobile telephone number you provided to us.
Cravingo may, but is not required to, notify you via email, text message or push notification when a Disclosure is available. The Disclosures will be provided to you in a format that can either be retained, printed or downloaded for your records.
Your electronic signature has the same effect as if you signed in ink.
Disclosures we provide to you electronically will have the same meaning and effect as if provided in paper form, regardless of whether you actually view those Disclosures.
Cravingo reserves the right to decide whether to provide a Disclosure electronically and whether to request your electronic signature for any Disclosure.
You have reviewed this E-Sign Agreement and verified that you can print or save a copy of it with your records.

System Requirements

You acknowledge and agree that, in order to view and/or retain copies of the Disclosures, you will need the following hardware and software:

A personal computer or other access device (such as a mobile phone) that is capable of accessing the internet (e.g., you must have a modem and available phone line, a cable internet connection or some other means of access to the internet, and you must have an active account with an internet service provider). Your access to this page verifies that your system meets these requirements.
You must have an Internet web browser which is capable of supporting 128-bit SSL encrypted communications, which requires a minimum web browser version of either Microsoft® Internet Explorer version 9, Mozilla Firefox 21, Google Chrome 27+, or Safari on Mac OS X 10.8 and your system must have 128-bit SSL encryption software. Your access to this page verifies that your browser and encryption software meet these requirements.
A current version of a PDF reader.
An active email address.

We will notify you if our hardware or software requirements change and whether any change creates a material risk that you would not be able to access or retain your electronic Disclosures. By continuing to use the Services after receiving any notice of a hardware or software requirements change you are reaffirming your consent to electronic Disclosures.

Revocation of Electronic Consent

You may revoke your consent to the use of electronic Disclosures by emailing Cravingo at [email protected] . The legal effectiveness, validity and/or enforceability of electronic Disclosures we sent before your consent is effective and will not be affected by your revocation. If you revoke your consent, Cravingo may close or limit access to your Cravingo account and any or all Services.

Paper Copies

You agree that Cravingo may modify or change the methods of issuing Disclosures as described herein, and that Cravingo may send you Disclosures in paper form at its option. You can obtain a paper copy of an electronic Disclosure at no charge if you request one within a reasonable time after we first provided the electronic Disclosure to you. To request a paper copy of a Disclosure, contact Customer Support at [email protected].

Updating Your Information

It is your responsibility to provide Cravingo with a true and accurate primary email address, phone number, and other contact information. You also agree that it is your responsibility to notify Cravingo of any changes to your primary email address, phone number, or any other contact information so that Cravingo can communicate with you electronically. To update your information, contact Customer Support.

Acceptance

By accepting this E-Sign Agreement, you agree that you have read and consent to the terms set forth herein. In doing so, you are also confirming that you meet the system requirements described above, that you have demonstrated your ability to receive, retain, and view electronic Disclosures. If you do not provide your consent to this E-Sign Agreement, we may immediately close or limit access to your Cravingo account and any or all Services.

XIX. MISCELLANEOUS

CAPTIONS SECTION HEADINGS: Captions and section headings appearing in this Agreement are for convenience only and do not in any way limit, amplify, modify, or otherwise affect the terms and provisions of this Agreement.
SEVERABILITY Clause: Except as specifically provided in Section XII, if any part of this Agreement is declared unlawful or unenforceable, the remainder of this Agreement shall remain in full force and effect.
GOVERNING LAW: The choice of law for interpretation of this Agreement, and the right of the parties hereunder, as well as substantive interpretation of claims asserted pursuant to Section XII, shall be the rules of law of the Philippines in which CONTRACTOR performs the majority of the services covered by this Agreement.
NOTICE AND OPPORTUNITY TO CURE: CONTRACTOR agrees to notify CRAVINGO in writing at https://cravingo.com/help-support/ of any breach or perceived breach of this Agreement, of any claim arising out of or related to this Agreement, or of any claim that CONTRACTOR’s services or scope of work differ in any way from what is contemplated in this Agreement, including but not limited to the terms in Sections II (Contractor’s Operations) and III (Contracted Services), or if the relationship of the parties differs from the terms contemplated in Section V (Relationship of Parties)