KNGRO Traveler / Transporter / Third Party Provider Agreement
Effective: January 1, 2018
This Third Party Provider Agreement (this “Agreement”) constitutes a binding contract between you (“you”) and KNGRO, LLC. (“KNGRO”, “us”, or “we”) governing your access or use of the applications, websites, content, products, and services (the "Services," as more fully defined in KNGRO’s Terms of Use located at www.kngro.com/legal) made available by KNGRO, LLC and its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, "KNGRO").
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND KNGRO.
In these Terms, the words "including" and "include" mean "including, but not limited to."
By accessing or using the Services as “Third Party Provider”, you confirm your agreement to (a) be bound by the terms of this Agreement; (b) be bound by the terms of KNGRO’s International and US Terms of Use located at ww.kngro.com/legal; and (c) to provide full and complete information for any background check and security inquiries as may be required by KNGRO. If you do not agree to these Terms, you may not access or use the Services. KNGRO may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.
For the purposes of this Agreement, “Job” means all Third Party Provider services that are provided through use of KNGRO’s Services as outlined in Section 1 of this Agreement as well as in KNGRO’s Terms of Use located at ww.kngro.com/legal.
The parties hereby agree as follows:
1. KNGRO Services. KNGRO will make commercially reasonable efforts to provide the following services to Third Party Providers:
a. Site Listing. KNGRO may list your services via the KNGRO Services, which may include your biography, photo, and other information provided by you and approved by KNGRO.
b. Engagement Service. KNGRO will provide a Web and mobile based engagement system via the KNGRO Service, through which Customers that use the Service can engage you to perform a Job. To the extent required via the KNGRO Services, you will keep current the days, times, and locations for which you have availability to perform Jobs. You may accept or reject any available Job at your sole discretion.
c. Recordkeeping Service. KNGRO will maintain general records of Jobs performed by you for your Customers.
d. Administrative, Management, and Technology Services. KNGRO will provide miscellaneous administrative and management services to facilitate your business, including the technology and operations necessary to communicate with you and your Customers.
e. Billing Service. KNGRO will provide an online billing and payment system for you to bill your Customers.
f. Customer Service. KNGRO will provide operators to field Customers’ complaints and refund requests.
2. Exclusions from the KNGRO Services. The KNGRO Services only relate to the business services described above. KNGRO Services do not include anything related to picking-up or delivering objects. You are solely responsible for all of your own tools, equipment, training, licensing, and other materials or requirements related to pick-up or delivery in connection with Jobs. KNGRO is not, and will not be, responsible for any liability arising out of the pick-up or delivery services you provide, including, but not limited to, injuries to Customers or traffic accidents occurring during a Job. KNGRO will also not have any input into your work schedule, time off, or other control over your performance of your work.
3. Third Party Provider Responsibilities. You will supply KNGRO with all relevant information we need in order to verify your identity. You agree that we may obtain information about you, including your criminal and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement. You represent that all information you provide is accurate and complies with relevant law, and, during the term of this Agreement, will immediately notify KNGRO of any change in contact, certification, licensing, or other relevant information. You assume complete responsibility for all services provided to each Client and for compliance with all laws, regulations, and standards pertaining to your services. You represent that you are (i) free to enter into this Agreement and perform each of its terms, (ii) not restricted (contractually or otherwise) from entering into and performing this Agreement, and (iii) not subject to, and will immediately notify KNGRO of, any suit, action, claim, arbitration, or legal, administrative, or other proceeding, or government or professional investigation, pending or threatened or affecting your ability to perform services under this Agreement.
With respect to your use of the KNGRO Platform and your participation in the Services, you agree that you will not:
a. impersonate any person or entity;
b. stalk, threaten, or otherwise harass any person, or carry any weapons;
c. attempt to defraud KNGRO or Customers on the KNGRO Platform or in connection with your provision of Services;
d. violate any law, statute, rule, permit, ordinance or regulation;
e. you will not, under any circumstances pick up or deliver any Prohibited Goods as specified in KNGRO’s Terms of use located at www.kngro.com/legal;
f. interfere with or disrupt the Services or the KNGRO Platform or the servers or networks connected to the KNGRO Platform;
g. post Information or interact on the KNGRO Platform or Services in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal;
h. use the KNGRO Platform in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
i. post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
j. transfer or sell your User account, password and/or identification to any other party
k. discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or
l. Cause any third party to engage in the restricted activities above.
4. Jobs; Payment
a. Jobs. If a Job becomes available in your Area of Service, you may be notified of the availability of the Job via the KNGRO Services. If you accept a Job, and your acceptance is confirmed by KNGRO, you will notify KNGRO, through the functionality provided via the KNGRO Services, when you commence a Job and when the Job is completed to enable KNGRO to perform the KNGRO Services, including payment processing. All Third Party Providers within the applicable zone of service may get the opportunity to accept the Job. The first Third Party Provider to respond with acceptance of the available Job and to have that response confirmed by KNGRO will be confirmed as the provider of that Job.
b. Payment. The Jobs that you will be notified of via the KNGRO Services are those for Customers who have agreed to accept the Base Fee for the specific Job details agreed to by you. You are responsible for updating Customers with any expenses incurred in the course of completing your Job, including, any customs, tariffs, or other export/import fees that may be applicable (the “Expenses”). Expenses must be approved by Customers in advance of being paid by you in order to be reimbursed by KNGRO. Expenses that do not receive prior Customer approval shall not be reimbursed by KNGRO and any such losses will be solely your responsibility. On a weekly basis, KNGRO will transfer to you, through the payment account you specify via the KNGRO Services, the Base Fee plus any approved Expenses for all eligible Jobs completed during the prior week, less the charge for your use of the KNGRO Services, (the “Commission”).
c. Commission. In exchange for permitting you to offer your Services through the KNGRO Platform and marketplace as a Third Party Provider, you agree to pay KNGRO (and permit KNGRO to retain) a fee based on each transaction in which you provide Services. The amount of the applicable Commission will be communicated to you in a Commission schedule through the Third Party Provider portal. KNGRO reserves the right to change the Commission at any time in KNGRO’s discretion based upon local market factors, and KNGRO will provide you with notice in the event of such change. Continued use of the KNGRO Platform after any such change in the Commission calculation shall constitute your consent to such change.
d. Tips. You will also receive any tips provided by Customers to you, and tips will not be subject to any KNGRO Commission.
e. Taxes. You will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by you.
f. Claims. If a claim is filed against you with KNGRO’s insurance provider or KNGRO is otherwise required to pay for damages caused by you, in KNGRO’s sole discretion, KNGRO may charge you any or all of the deductible or other out-of-pocket expenses KNGRO is required to pay as a result of that claim.
5. Representations and Warranties. You represent, warrant, and covenant to KNGRO that: (a) you are at least 18 years of age; (b) unless you are applying to become a Third Party Provider that solely performs Jobs that do not require use of a motor vehicle and do not at any time use a Vehicle to perform any Job, you possess a valid driver’s license and are authorized to operate a motor vehicle; (c) you own, or have the legal right to operate, the motor vehicle(s) or bicycle(s) you intend to use or do actually use for Jobs (each, a “Vehicle”), and maintain all legally mandated registrations and insurances for such vehicle; (d) in the event of any claim or accident, you will be solely responsible for reporting that accident in compliance with applicable law and your insurance policy; (e) you are solely responsible for any and all liability that results from or is alleged as a result of the operation of the Vehicle you use during a Job, including, but not limited to personal injuries, death, and property damage; (f) if you take into possession, lift, or otherwise move an Item you do so at your own risk and KNGRO has no liability for any claim, loss, or damage related thereto; (g) you will not make any representations regarding KNGRO or the KNGRO Services; and (h) you will not, under any circumstances pick up or deliver any Prohibited Goods as specified in KNGRO’s Terms of use located at www.kngro.com/legal.
6. Confidential Information. You must keep KNGRO’s confidential information absolutely confidential, except as required or provided by law, including but not limited to information about other KNGRO Users, Items, photos relating to the KNGRO Services or Customers, and KNGRO’s business model. This section does not apply to information that: (a) was publicly known and made generally available in the public domain prior to the time of disclosure by KNGRO; (b) becomes publicly known and made generally available after disclosure by KNGRO to you through no action or inaction on your part, (c) is already in your possession at the time of disclosure, as shown by your files and records; or (d) is obtained by you from a third party without a breach of the third party’s obligations of confidentiality.
7. Nature of Relationship. Neither this Agreement, KNGRO’s performance of the KNGRO Services, nor your performance of Jobs will create an association, partnership, joint venture, or relationship of principal and agent, master and servant, or employer and employee, between you and KNGRO. You will be solely responsible for all tax withholding or payment in connection with the Fees.
8. Disclaimer of Warranties; Limitation of Liability. KNGRO HEREBY DISCLAIMS ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY. KNGRO’S LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AGGREGATE COMMISSIONS RETAINED BY KNGRO FROM FEES COLLECTED FROM CLIENTS. KNGRO RESERVES COMPLETE AND SOLE DISCRETION WITH RESPECT TO THE OPERATION OF THE KNGRO SERVICES, AND MAY, AMONG OTHER THINGS WITHDRAW, SUSPEND, OR DISCONTINUE ANY FUNCTIONALITY OR FEATURE. FURTHER, KNGRO WILL NOT BE LIABLE FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
9. Changes. This Agreement may be amended by KNGRO in its sole discretion at any time. Continued use of the KNGRO Platform or its services after any such change shall constitute your consent to such changes.
10. Dispute Resolution; Governing Law. All disputes under this Agreement must be resolved in accordance with the Arbitration Agreement set forth in Section 2 of KNGRO’s Terms of Use located at www.kngro.com/legal. You certify that you have read these provisions in full and agree to them.
11. Miscellaneous
a. Entire Agreement. This Agreement, together with KNGRO’s Terms of Use, which are expressly incorporated by reference herein, are the entire and exclusive understanding and agreement between you and KNGRO regarding the KNGRO Services, and supersedes all previous communications, representations, understandings and agreements, either oral or written, between you and KNGRO with respect to your use of the KNGRO Services. You acknowledge that no statements, representations, warranties, or covenants have been made to you or upon which you have relied that are not set forth in this Agreement or the KNGRO Terms of Use.
b. General. You may not assign these Terms without KNGRO's prior written approval. KNGRO may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of KNGRO's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, KNGRO or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. KNGRO's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by KNGRO in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of KNGRO’s Terms of Use located at www.kngro.com/legal.
c. Headings. Headings are for convenience only and do not constitute a part of this Agreement.
