Chowbus Driver Agreement

Thank you for your interest in partnering with Chowbus, Inc. (together with its subsidiaries and affiliates that provide or relate to the services, “Chowbus,” “we,” “us” or “our”). This Driver Agreement (“Agreement”) governs the relationship between you as a driver (“Driver”) making food deliveries to customers who use our services (each a “Customer”) and Chowbus. This Agreement incorporates the Chowbus Privacy Policy along with any other terms and conditions or policies that may apply to any of our products, features, promotions, other functionality(s) and/or customer service.

Please read this Agreement carefully before further engaging with Chowbus. This Agreement represents a binding contract between you and us, and by creating a Driver account or otherwise accessing our website or mobile application for the purposes of making food deliveries to Customers, you are acknowledging that you have read, understand, and expressly agree to be bound by this Agreement. This Agreement affects your rights and designates the governing law and forum for the resolution of any disputes between you and Chowbus. If you do not agree to be bound by the terms and conditions set forth herein, you may not partner with Chowbus as a Driver, or otherwise use the Chowbus Application (as defined below) or any other service or product of Chowbus relating to the same.

1. Driver Account Registration.

   In order to partner with Chowbus as a Driver you are required to establish a Driver account (“Account”). The information required for your Account includes, without limitation: your name; email address; telephone number; mailing address; make and model of the vehicle that you intend to use when operating as a Driver; and other information as may be necessary in connection with your status as a Driver (“Account Information”). You agree to provide us with accurate and complete Account Information and to keep it up to date, as applicable. You are responsible for maintaining the confidentiality and security of your Account Information, including your log-in credentials. You agree to accept full responsibility for all activities that occur via your Account, and to notify us immediately if you believe there has been any unauthorized access to or use of your Account or Account Information. For clarity, unauthorized access includes, but it not limited to, use of your Account by any individual other than the registered driver for your Account, as well as any access of your Account after the Account information changes unless the Account information has been first updated. Notwithstanding, you agree that Chowbus shall not be liable for any losses or damages suffered by any party because of any unauthorized access to or use of your Account or Account Information.

2. Your License to Use the Chowbus Application.

   1. We provide you access to the Chowbus mobile delivery and logistics application and such related sites and/or domains as may be necessary for full use of the same (collectively, the “Application”) pursuant to a limited, non-exclusive, non-sub-licensable, non-transferable, revocable license. You may use the Chowbus Application in connection with your function as a Driver, and otherwise as set forth herein. This license shall terminate concurrently with the termination of this Agreement. Chowbus reserves all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws.

   2. All copyright, database rights, trademarks (whether registered or unregistered), design rights (whether registered or unregistered), patent applications, patents, and other intellectual property rights and other proprietary rights of any nature in the Chowbus Application, together with the underlying software code and any and all rights in, or derived from the Chowbus Application, are proprietary and owned either directly by Chowbus and are protected by applicable intellectual property and other laws. You agree that you will not use any such proprietary information, materials, or intellectual property rights in any way whatsoever except for use of the Chowbus Application in order to perform your function(s) as a Driver, at all times in compliance with the terms of this Agreement. No portion of the Chowbus Application may be reproduced in any form or by any means, except as expressly permitted in the terms of this Agreement. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Chowbus Application or any intellectual property rights therein in any manner, and you further acknowledge and agree that you shall not exploit the Chowbus Application or any intellectual property rights therein in any unauthorized way whatsoever.

3. Payment.

   1. Delivery Fees to Driver. As a Driver, you will receive payment of a delivery fee (the “Delivery Fees”) for your delivery of food orders to Customers (your services being referred to as “Delivery Services”). All Delivery Fees to which you are entitled pursuant to this Agreement are subject to a Chowbus Fee to be retained by Chowbus, discussed below. You will be entitled to retain all tips provided to you by Customers, and tips will not be subject to the Delivery Fee. Chowbus will process payment of all Delivery Fees due to you through its third-party payments processor. You acknowledge and agree that such amounts will not include any applicable third-party processing fees and will be net of all amounts that Chowbus is required to withhold by law or legal process, if any.

   2. Fees to Chowbus. In exchange for permitting you to use the Driver Application to offer your Delivery Services, you agree to permit Chowbus to retain a fee based on each transaction in which you provide Delivery Services (the “Chowbus Fee”). The amount of the applicable Chowbus Fee will be communicated to you in a Chowbus Fee schedule through the Driver Application. Chowbus reserves the right to prospectively change the Chowbus Fee amount at any time in Chowbus’ discretion based upon, among other relevant criteria, local market factors, and Chowbus will provide you with notice in the event of such change. Continued use of the Driver Application, and/or continued offering of Delivery Services after any such change in the Delivery Fee calculation will constitute your consent to such change.

   3. Pricing. You expressly authorize Chowbus to set the pricing for all charges (e.g., delivery charges) that apply to the Delivery Services. Chowbus reserves the right to change the pricing schedule at any time in its sole discretion based upon, among other relevant criteria, local market factors, and Chowbus will provide you with notice in the event of any such changes.

   4. Delivery Fee Adjustment. Chowbus reserves the right to withhold all or a portion of any Delivery Fee payment if Chowbus reasonably believes that (i) you have attempted to defraud or abuse Chowbus’ payment systems, (ii) you failed to deliver an order, (iii) items are missing from an order, (iv) you deliver the wrong order to a customer, (v) you deliver an order in an unreasonably late manner without notice to Chowbus or the customer of the delay and the reasons for the delay, (vi) you fail to take a picture for proof of delivery, (vii) you fail to follow customer instructions for a delivery, (viii) you have breached this Agreement, or (ix) such other withholdings as required or permitted by applicable law.

4. Communication.

   You agree that Chowbus may send you communications as reasonably necessary to your email address as well as by telephone or text message at any of the phone numbers provided by you in connection with your Account. You agree further that Chowbus, during the course of and in connection with your performance as a Driver, may communicate with any individual consumer(s) and/or restaurant(s) or other business to assist you, and that we may facilitate direct communication between you and any of the same parties.

5. Driver Representations, Warranties, and Agreements.

   By providing Delivery Services, you represent, warrant, and agree that:

   1. At all times when you are performing the Delivery Services, you possess a valid driver’s license and all required insurance, and are authorized and medically fit to operate a motor vehicle and have all appropriate licenses, approvals, and authority to provide Delivery Services in all jurisdictions in which you provide Delivery Services.

   2. You own, or have the legal right to operate, the vehicle you use when providing Delivery Services, and such vehicle is in good operating condition and meets all applicable statutory and state department of motor vehicle requirements (e.g., emissions levels) for a vehicle of its kind.

   3. You will not engage in reckless or otherwise unlawful behavior while driving; drive unsafely; operate a vehicle that is unsafe to drive; be intentionally involved in a motor vehicle accident or collision of any kind; share your Account or permit or allow others to use your Account; permit an unauthorized third party to accompany you in the vehicle while providing Delivery Services; provide Delivery Services while under the influence of or impaired by alcohol, or under the influence of or impaired by drugs that are illegal under federal, state, or local law (or while impaired by prescription or over-the-counter drugs); or take action that harms or threatens to harm the safety of any person.

   4. Once you have received and accepted an order through the Application, you will not accept orders from any non-Chowbus food delivery services until the delivery of the Chowbus order is complete.

   5. You will perform the Delivery Services in compliance with all applicable local, state, and federal laws, ordinances, rules, regulations, and administrative orders.

   6. At all times when the you enter or are present on the premises of any Customer, restaurant, or other business partner of Chowbus, you will comply with all rules applicable to such premises for the safe, orderly and efficient conduct of operations. While on any such premises, you will abide by all rules with respect to fire protection, security, safety, and the consumption of alcohol, drugs, and tobacco products that govern the Customer’s employees who are employed to work on such premises.

   7. You will provide Delivery Services using only the vehicle that has been reported to, and approved by, Chowbus;

   8. You will not make any misrepresentation regarding Chowbus, the Services, the Delivery Services, or your status as a Driver.

   9. You will not make any statement that is intended to or could be reasonably expected to disparage or reflect unfavorably on Chowbus, its business partners, any of the services Chowbus makes available to Customers, including but not limited to the Delivery Services. However, you are not prohibited from testifying truthfully in response to a lawful subpoena or court order or from providing truthful information to a government agency.

   10. While providing the Delivery Services, you will not operate as a public carrier or taxi service, accept street hails, charge for rides, or use a credit card reader, such as a Square Reader, to accept payment or engage in any other activity in a manner that is inconsistent with your obligations under this Agreement.

   11. You will not use the name or logo of Chowbus for advertising or promotional purposes (including, without limitation, advertisements or press releases) nor will you grant press interviews, disseminate any information of a promotional nature or publish or provide for the publication of any information (including photographs) regarding Chowbus, this Agreement or the Delivery Services, without the prior written consent of Chowbus.

   12. You will not attempt to defraud Chowbus or Customers in any manner, including in connection with your performance of Delivery Services. If Chowbus suspects that you have engaged in fraudulent activity, Chowbus may withhold Delivery Fees that otherwise would have been payable to you hereunder and take any other action permissible under applicable law.

   13. You agree that prior to and at any time during your engagement with Chowbus, Chowbus may obtain information about you, including your criminal and driving records (subject to any limitations under applicable law), and you agree to provide all further authorizations and consents requested by Chowbus, or any third-party vendor utilized by Chowbus, to facilitate Chowbus’ access to such records.

   14. Your performance of the Delivery Services will not constitute a breach of any agreement to which you are a party.

   15. You have not used, nor will you use, in connection with your engagement hereunder, or disclose to Chowbus, or induce Chowbus to use, any confidential or proprietary information or material belonging to any third party.

6. Your Relationship with Chowbus.

   1. You acknowledge and agree that you have been engaged by Chowbus as an independent contractor. You acknowledge and understand that (i) this Agreement is not an employment agreement and does not create an employment relationship between you and Chowbus; and (ii) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement; and (iii) you have no authority to bind Chowbus, and you undertake not to hold yourself out as an employee, agent or authorized representative of Chowbus except as expressly set forth in this Agreement; and (iv) you will not be entitled to participate in any benefit plans or arrangements maintained by Chowbus, such as health insurance, dental insurance, retirement plan, profit sharing, bonus, or similar plans or programs, or any other fringe benefits which may from time to time be made available to employees of Chowbus; and (v) you will be responsible for all expenses you incur in connection with your performance of the Delivery Services including, but not limited to, expenses associated with the maintenance of the vehicle you utilize in your performance of the Delivery Services, fuel for such vehicle, and any traffic citations you receive, and (vi) Chowbus will not withhold taxes from the Delivery Fees payable to you pursuant to this Agreement, and you will be solely responsible for paying any and all applicable federal, state and local taxes with respect to Delivery Fees received by you.

   2. Chowbus does not, and will not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your performance of Delivery Services, your acts or omissions, or your operation and maintenance of the vehicle you operate in connection with your performance of the Delivery Services. You retain the sole right to determine when, where, and for how long you will provide Delivery Services. With the exception of any signage required by law or permit/license rules or requirements, Chowbus will have no right to require you to: (i) display Chowbus’ names, logos or colors on any vehicle you operate in connection with your performance of the Delivery Services; or (ii) wear a uniform or any other clothing displaying Chowbus’ names, logos or colors. You acknowledge and agree that you have complete discretion regarding whether to provide Delivery Services and are free to otherwise engage in any other business activities.

7. Disclaimer.

   YOU AGREE THAT YOUR USE OF THE CHOWBUS APPLICATION ALONG WITH ANY AND ALL PARTS THERETO AND/OR SERVICES PROVIDED THROUGH THE SAME ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CHOWBUS AND ITS AFFILIATES, OFFICERS AND/OR EMPLOYEES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING CHOWBUS, THE SERVICES, AND ALL RELATED SERVICES AND OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. WE STRIVE TO MAINTAIN THE APPLICATION ON A COMMERCIALLY REASONABLE BASIS BUT CANNOT GUARANTEE THAT YOU WILL HAVE ACCESS TO THE SAME OR ANY OFFERINGS RELATED THERETO AT ALL TIMES.

8. Indemnity.

   You will defend, indemnify, and hold Chowbus and its affiliates, subsidiaries, parents, successors and assigns, and each of their respective officers, directors, shareholders, members, managers, employees, attorneys, and agents (the “Indemnified Parties”), harmless from all claims, actions, suits, losses, costs, liabilities, and expenses (including reasonable attorneys’ fees and amounts paid in settlement or in satisfaction of any judgment) relating to or arising out of your breach of any covenant, representation or warranty you make under this Agreement, or your acts, omissions or intentional wrongdoing in connection with this Agreement, including, without limitation, any damage to or loss of use of property, injury to any persons, or fines or penalties (except where reimbursement of fines and penalties is prohibited by law), including, but not limited to: (a) your breach of this Agreement or the documents it incorporates by reference; (b) your violation of any applicable law, regulation, ordinance, rule, or administrative order, or the rights of a third party, including, without limitation, Customers, other motorists, and pedestrians, as a result of your own interaction with such third party; (c) your ownership, use, and operation of a motor vehicle or passenger vehicle, including your performance of Delivery Services; and/or (d) any other activities in connection with the Delivery Services. This indemnity will be applicable without regard to the negligence of any party, including any indemnified person.

9. Limitation of Liability.

   IN NO EVENT SHALL CHOWBUS OR ITS AFFILIATES, OFFICERS, EMPLOYEES AND/OR AGENTS BE LIABLE TO YOU FOR (I) IN THE AGGREGATE, ANY AMOUNT IN EXCESS OF THE AMOUNT PAID BY YOU TO CHOWBUS IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO ANY CLAIM; OR (II) ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR STATUTORY DAMAGES OF ANY KIND WHATSOEVER. THE FOREGOING LIMITATIONS WILL NOT APPLY WHERE PROHIBITED BY LAW. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. YOU UNDERSTAND THAT THE APPLICATION WOULD NOT BE MADE AVAILABLE ABSENT SUCH LIMITATIONS.

10. Confidentiality.

    You will not use any non-public technical, financial, strategic or other proprietary and confidential information relating to Chowbus’ business and operations, including Customer information (“Confidential Information”) disclosed to you by Chowbus for your own use or for any purpose other than as contemplated herein. You will not disclose or permit disclosure of Confidential Information to third parties. You will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the hands of competitors or into the public domain. Notwithstanding the above, you will not have liability to Chowbus with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Chowbus or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Chowbus; becomes known to you, without restriction, from a source other than Chowbus without breach of any agreement between such source and Chowbus and otherwise not in violation of Chowbus’ rights. Also, this Agreement does not apply to any information to which Chowbus cannot lawfully require confidentiality. Further, you will not be in breach of this Agreement if you are compelled by law or legal process to disclose Confidential Information, provided that in each such event (unless such disclosure is to a government agency), you provide Chowbus with reasonably prompt written notice prior to any such disclosure so that Chowbus may obtain a protective order or other confidential treatment for the Confidential Information, and in the event that such a remedy is not obtained by Chowbus, you will furnish only that portion of Confidential Information which you are advised by written opinion of your legal counsel is legally required to be furnished. Also, nothing in this Agreement prohibits you from providing truthful information to a government agency. Finally, you will not be in breach of this Agreement if you (i) disclose Confidential Information to your own attorney in connection with any court proceeding brought by you against Chowbus alleging retaliation in respect of your reporting of a suspected violation of law, or (ii) use Confidential Information in such court proceeding, provided that all documents containing Confidential Information are filed under seal and are not disclosed except by court order.

11. California Customer Data.

    To the extent that you are functioning as a Driver in California, you agree that you act as a “Service Provider,” as such term is defined in the California Consumer Privacy Act, Cal. Civ. Code §§ 1798.100 et seq. (the “CCPA”), in the performance of your obligations. Accordingly, and without limiting any of the provisions set forth herein, by using the Application you acknowledge and agree that you are permitted to use the data and information disclosed or otherwise made available to you, including without limitation Customer personal information (e.g. names, phone numbers, email, and physical addresses) and any other information subject to applicable privacy and/or data security laws, rules or regulations, transaction logs and any and all other information or materials (collectively, “Customer Data”) provided in connection therewith, solely for the purpose of functioning as a Driver. For clarity, you shall not retain, use or disclose any Customer Data beyond what is necessary to properly perform your functions as a Driver, and you will not download, store and/or sell any information you process in connection with your status as a Driver or otherwise use any such Customer Data for any purpose other than functioning as requested by the applicable Customer. You also agree to comply with any written requests from Customers or Chowbus to delete Customer Data, in whole or in part.

12. Term and Termination.

    This Agreement begins on the date this Agreement is accepted by Chowbus. Either party may terminate this Agreement upon written notice (email sufficient) to the other.

13. Agreement to Arbitrate and Waiver of Class Action Claims.

    PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

    If a dispute arises, our goal is to provide a neutral and efficient method to resolve it quickly. Most disputes can be resolved informally. Before Chowbus files any claim against you, we will contact you at the email address and/or telephone number associated with your Account to try to resolve the dispute informally. Likewise, before you file a claim against Chowbus, you agree to try to resolve the dispute informally by first contacting us in writing at Chowbus Inc., ATTN: DISPUTE NOTICE, 55 East Jackson Boulevard, Suite 400, Chicago, IL 60604, or by email to [email protected] Regardless of which party the dispute originates from, you and we mutually agree to attempt to resolve the dispute informally for at least 60 days after notice. If the dispute is not resolved within 60 days, either you or we may bring a formal proceeding pursuant to the following procedures:

    1. GENERAL. YOU AGREE THAT YOU AND CHOWBUS WILL RESOLVE THROUGH BINDING ARBITRATION ANY DISPUTE, CLAIM, OR CONTROVERSY BETWEEN US ARISING OUT OF OR RELATING IN ANY WAY TO CHOWBUS, INCLUDING THIS AGREEMENT (collectively, “ARBITRAL CLAIMS”), with a few exceptions set forth below. The arbitrator, and not any court, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of this Agreement to Arbitrate, including any claim that all or any part of this Agreement to Arbitrate is void or voidable, or whether a claim is subject to arbitration.

       ARBITRATION IS DIFFERENT FROM COURT. THE RULES, INCLUDING DISCOVERY, ARE DIFFERENT AND NO JUDGE OR JURY IS PRESENT AT AN ARBITRATION. IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION, AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED. THE AWARD IS FINAL AND BINDING AND SUBJECT ONLY TO LIMITED REVIEW BY A COURT. YOU UNDERSTAND THAT, ABSENT THIS MANDATORY PROVISION, YOU MAY HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

    2. ARBITRATION SERVICES AND RULES. The American Arbitration Association (“AAA”) will administer the arbitration using the AAA procedures and rules in effect on the date the Arbitration is filed (“AAA Rules”). In the event the AAA Rules are inconsistent with this Agreement to Arbitrate, this Agreement will prevail. AAA is independent from us, and you may obtain copies of the current AAA Rules, and other related materials, including forms and instructions for initiating arbitration, by contacting AAA at 150 N Michigan Ave #3050, Chicago, IL 60601 or http://adr.org.

    3. LOCATION OF ARBITRATION. If your claim is for $7,500 or less, you may choose whether the arbitration will be conducted solely through a telephonic hearing, or by an in-person hearing as established by the AAA Rules, and any in-person hearing will be held in Chicago, Illinois, or in any other location you and we mutually agree to. All claims for more than $7,500 will be conducted solely by an in-person hearing held in Chicago, Illinois or in any other location you and we mutually agree to.

    4. EXCEPTIONS TO ARBITRAL CLAIMS. Either you or we may bring claims to enforce intellectual property rights without first engaging in arbitration or the informal dispute resolution described in this Section.

    5. CLASS ACTION WAIVER. YOU AND CHOWBUS AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU FURTHER AGREE WITH US THAT NEITHER YOU NOR WE WILL JOIN ANY ARBITRAL CLAIM WITH THE CLAIM OF ANY OTHER PERSON OR ENTITY (OTHER THAN CHOWBUS INDEMNITEES) IN A LAWSUIT, ARBITRATION OR OTHER PROCEEDING; THAT NO ARBITRAL CLAIM WILL BE RESOLVED ON A CLASS-WIDE BASIS; THAT NEITHER YOU NOR WE WILL ASSERT AN ARBITRAL CLAIM IN A REPRESENTATIVE CAPACITY ON BEHALF OF ANYONE ELSE; AND BOTH PARTIES EXPRESSLY WAIVE THEIR RIGHT TO FILE A CLASS ACTION OR SEEK RELIEF ON A CLASS BASIS. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable or that arbitration can proceed on a class basis, then this Agreement to Arbitrate shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.

    6. NO RIGHT TO JURY TRIAL. YOU AND WE ALSO HEREBY WAIVE THE RIGHT TO A JURY TRIAL EVEN IF THIS AGREEMENT TO ARBITRATE IS HELD NOT TO APPLY. EACH PARTY EXPRESSLY WAIVES ITS RIGHT TO A JURY TRIAL IN THE EVENT THAT EITHER PARTY SELECTS ARBITRATION TO RESOLVE THE DISPUTE UNDER THIS AGREEMENT.

    7. 30 DAY OPT OUT RIGHT. You have the right to opt-out and not be bound by the arbitration and the class action waiver provisions set forth in this section by sending written notice of your decision to opt-out to the following address: Chowbus Inc., ATTN: Arbitration Opt-out, 55 East Jackson Boulevard, Suite 400, Chicago, IL 60604, or by email to [email protected] For new users, the notice must be sent within 30 days of registering any Account with Chowbus, and for existing users, the notice must be sent within 30 days of the effective date of this policy. If you do not opt-out, you shall be bound to the terms in this section entitled “Agreement to Arbitrate and Waiver of Class Action Claims”. If you choose to opt-out, Chowbus also will not be bound.

14. Entire Agreement.

    This Agreement constitutes the entire agreement between you and Chowbus with respect to its subject matters, and supersedes all other agreements, proposals, negotiations, representations or communications relating to its subject matters. You acknowledge that you have not been induced to enter this Agreement by any representations or promises not specifically stated in this Agreement. The protections of this Agreement will apply to any and all actions performed by you in preparation for and anticipation of the execution of this Agreement. Any waiver of any provision or condition of this Agreement will not be construed or deemed to be a waiver of any other provision or condition of this Agreement, nor a waiver of a subsequent breach of the same provision or condition, whether such breach is of the same or a different nature as the prior breach.

15. Assignment; Subcontracting.

    The interests, rights, powers, duties and liabilities of both you and Chowbus will be binding upon, and will inure to the benefit of, the respective successors and assigns of you and Chowbus. Notwithstanding the foregoing, you will not assign or transfer your interest in this Agreement or assign or transfer any right or obligation you may have under this Agreement, or subcontract to others the Delivery Services or any part thereof.

16. Change Policy.

    This Agreement may be updated or modified from time to time in the sole discretion of Chowbus. If we make material changes, we will attempt to provide advance notice to you either by email, or by pushing a notification to your Chowbus Account. Note that unless otherwise provided by applicable law, your continued use of Chowbus following the effective date of any changes to this Agreement means that you agree with, and consent to be bound by, the terms and conditions of such updated Agreement.

17. Certain Rules of Construction.

    Section headings and titles used in this Agreement are for reference purposes only and will not be deemed to have any substantive effect.

18. Governing Law.

    Except to the extent preempted by the Federal Arbitration Act (“FAA”), these Terms are governed by the law of the state of Illinois, without regard to any conflicts of law provisions. In the event the parties must litigate any issue under this Agreement, each party agrees that the exclusive venue for such litigation shall be the state or federal courts located in Cook County, Illinois, unless otherwise mutually agreed to by the parties. Each party consents to the exclusive jurisdiction of these courts, as applicable.