Customer Agreement for Wonolo Service

Updated: July 29, 2020

This Customer Agreement for Wonolo Service (“Customer Agreement”) sets out the legal terms of the relationship between Wonolo Inc. (“Wonolo”) and the entity or person (“you”, “your”, or “Customer”) that registered to use the Wonolo Service. Wonolo provides an on-demand service that allows Customers to connect with Wonolo’s network of geographically distributed independent contractors (“Wonoloers”) for various short-term assignments (hereinafter called the “Service”).

This Customer Agreement incorporates by reference Wonolo’s Privacy Policy (https://www.wonolo.com/privacy), Wonolo’s Acceptable Use Policy (https://www.wonolo.com/acceptable-use-policy), Wonolo’s Equality Policy (https://www.wonolo.com/equality/), and, if applicable, Wonolo’s Rate Confirmation Form (the “Form”), hereinafter collectively referred to as the “Agreement”. Customer and Wonolo may be referred to collectively as the “Parties” or individually as a “Party.”

By using the Service, and the Wonolo Platform in connection with the Service, you represent that (1) you have read, understand, and agree to be bound by this Agreement, and (2) you have the authority to enter into this Agreement on behalf of Customer.

1. Description of the Service

1.1 Wonolo Platform. Wonolo’s Service uses a technology platform (the “Wonolo Platform”) through which Customer can be connected with Wonoloers. The Wonolo Platform means Wonolo’s proprietary technology platform that is provided by Wonolo to Customer through which Customer can be connected to Wonoloers. The Wonolo Platform consists of a mobile application (“Mobile App”), a Customer portal (“Portal”), and other related technology. Through use of the Wonolo Platform, Customer may, in its discretion, post a work request (“Request”) containing a general job description seeking one or more Wonoloers, proposing the compensation related to that Request and inviting qualified Wonoloers to accept such Request. Requests can cover a single day or multiple days; each day is separately referred to as an “Engagement”. If a Wonoloer agrees to the Request (“Accepts”), including the Wonoloer’s classification as an independent contractor, a contractual agreement (an “Accepted Request”) is formed directly between such Customer and the Wonoloer.

1.2 Content of Request. Requests shall include a description of the work to be performed, the date and start and end time, if applicable, and the compensation metrics for the job. Customer acknowledges and agrees that the information that it provides in a Request will be sent to Wonoloers who will need this information to determine whether to agree to a Request as well as to perform the Engagement. By submitting the Request, Customer expressly consents to have details of the Request sent to Wonoloers, and Customer further acknowledges and agrees that any information contained in a Request is accurate, current, and truthful. 

1.3 Tracking Time, Review by Customer, and Payment of Wonoloers. Wonoloers shall use the Mobile App or other Wonolo technology to track their time worked for Customer. On a daily basis, Customer shall review and approve completion of the applicable job and the time worked. If Customer does not dispute completion of the jobs or the time worked by each applicable Wonoloer by 11:59 p.m. of the day on which the Engagement is completed, Customer accepts the Engagement as worked and Wonolo’s time records as accurate for purposes of computing any charges or fees owed under this Customer Agreement. Once the Customer accepts through action or inaction, the Request, it shall be a “Completed and Approved Request”. If Wonolo reasonably determines that any disputed time was not actually worked, such amounts shall not be charged to Customer. Customer shall not reject or modify any Wonoloer time entries in an inaccurate manner. Wonolo shall facilitate the payment of compensation of such Wonoloers at such rate(s) specified in the Request. Customer shall not be responsible for transmitting required tax forms to any Wonoloers performing services for Customer.

1.4 Rejection of Requests; Removal of Wonoloer(s). Customer shall have the right to, for any lawful reason: (i) reject any Wonoloer from performing services, or (ii) request that Wonolo remove any or all of the Wonoloers that have Accepted Requests with Customer hereunder. In such event, Wonolo shall promptly comply with Customer’s directions. Customer’s liability to Wonolo with respect to any lawfully removed Wonoloers shall be limited to the greater of the Charges for the time actually worked by such Wonoloers prior to the time of Customer’s request for removal or an amount equal to fifty percent (50%) of the Charges anticipated under the applicable Request (the “Cancellation Fee”) including both the Wonoloer Compensation and the Mark-Up.; provided, further, that, if Customer cancels or substantially modifies an Accepted Request less than twelve (12) hours before the performance of the services thereunder is scheduled to begin, Customer shall pay to Wonolo the Cancellation Fee. The Parties agree that the Cancellation Fee is not a penalty, but rather a reasonable measure of damages, based on their experience.

 

2. Your use of the Service

2.1 Customer’s Use of the Service. Customer agrees to keep all Customer account information accurate, complete and up-to-date. In addition, Customer shall: (i) supply each Wonoloer subject to an Accepted Request with a reasonably safe, secure and healthy work environment that complies with all applicable health and safety rules and regulations including, as needed, site-specific safety equipment and/or safety training; (ii) comply with all applicable workplace laws including but not limited to wage and hour laws; anti-harassment, anti-discrimination, and anti-retaliation obligations; (iii) only post Requests that can be lawfully performed in accordance with applicable laws, regulations, and ordinances; (iv) be exclusively responsible for all costs and expenses Customer incurs relating to the fulfillment of all Accepted Requests by the applicable Wonoloers; and (v) not provide Wonolo with any personally identifiable information of any individual unless such individual has consented to such disclosure. Customer agrees to comply with Wonolo’s Privacy Policy (https://www.wonolo.com/privacy).

2.2 Wonolo’s Responsibilities. Wonolo shall:  (i) provide the Service to Customer; (ii) ensure that, if requested by Customer, the pool of Wonoloers that may Accept a Request for work with Customer has undergone and successfully completed a background check based upon Customer-supplied criteria; (iii) comply with all applicable legal authority in connection with the Service; and (iv) ensure that any Wonoloer who Accepts a Request is bound by confidentiality obligations with respect to Customer’s information that are no less restrictive than those set forth in this Agreement. Customer further recognizes and agrees to the following:

Washington Users: Wonolo complies with state and local laws limiting pre-employment inquiries related to criminal arrests or convictions, including Washington’s Fair Chance Act, RCW 49.94.010. Wonolo does not permit Customers to use criminal background checks to automatically or categorically exclude Wonoloers just because they have a record of citation, arrest, or conviction for criminal conduct.

 

3. Term and Termination

3. Term and Termination. This Agreement shall commence on the earliest of the following dates: 1) the date Customer first accesses the Service; 2) the date Customer executes the Form, or 3) the date Customer otherwise first agrees to this Agreement. This Agreement shall continue until terminated as provided herein. Wonolo may terminate this Agreement immediately upon written notice to Customer if Customer materially breaches the Agreement in a manner that, in Wonolo’s reasonable judgment, cannot be remedied. Customer shall pay all undisputed Charges (as defined below) due and owing through the effective date of such termination.

4. Independent Contractors

4. Independent Contractors. Customer intends to engage Wonoloers as independent contractors and is offering work that qualified Wonoloers can accept as independent contractors. Customer understands and agrees that:  (i) neither it nor the Wonoloers are employees of Wonolo; (ii) Wonolo is not required to provide Customer or any Wonoloers with workers’ compensation insurance or other similar insurance coverage; and (iii) Wonolo does not, in any way, supervise, direct, or control the Wonoloers’ work or services performed for Customer in any manner, nor does Wonolo set such Wonoloers’ work hours and location of work or the type or manner compensation to be paid pursuant to any Accepted Request.

5. Charges, Mark-up, and Taxes

5. Charges, Mark-up, and Taxes. In exchange for the Services hereunder, Customer shall pay to Wonolo the following amounts (collectively, the “Charges”): (i) an amount equal to the sum paid by Wonolo to such Wonoloer in connection with services rendered by such Wonoloer to Customer (the “Wonoloer Compensation”); (ii) compensation to Wonolo (a “Mark-Up”) of a percentage of the amount paid to such Wonoloer, which amount is sixty-five percent (65%) of the Wonoloer Compensation; (iii) any Cancellation Fees as set forth in Section 1.4 above; and (iv) any Hiring Fees as set forth in Section 6 below. Customer is responsible for paying all value-added, sales, use or withholding taxes. Any undisputed Charges on an invoice that remain unpaid after the due date shall bear interest at the rate of one and one-half percent (1.5%) per month which shall be invoiced separately. If the amount of any late payment charge exceeds the maximum rate permitted by law, the charge will be reduced to that maximum amount.

6. Hiring of Wonoloers

6. Hiring of Wonoloers. “Hire” shall mean the retention of a Wonoloer as an employee, independent contractor, agent, intern or otherwise, for any period of time where the Wonoloer is compensated outside the Service in the year following Customer’s last contact with the Wonoloer via the Service by any officer, or employee or anyone retained by any of them. If a Customer Hires a Wonoloer, it shall promptly notify Wonolo thereof. For each Hire, Customer will pay the following Hiring Fee, based on the hours worked by the Wonoloer for the Customer on the Service: (i) 0-200 Hours — $6,000; (ii) >200, <520 Hours — $3,000; (iii) >520 Hours — $0. Customer shall pay to Wonolo any Hiring Fee owed on the same schedule as the payment of all other fees or invoices to Wonolo. In the event Customer does not notify Wonolo within thirty (30) days that it has Hired a Wonoloer, the Hiring Fee shall be two (2) times the Hiring Fee otherwise owed for each such Wonoloer it has Hired.

7. Representations and Warranties

7.1 Mutual Representations and Warranties. Each Party hereby represents and warrants that: (i) this Agreement constitutes a valid, legal and binding obligation of the Party; and (ii) it shall comply with all applicable laws with respect to its performance and obligations under the Agreement.

7.2 Customer’s Representations and Warranties. Customer hereby represents and warrants to Wonolo that: (i) it shall provide a safe, secure and healthy work environment for all Wonoloers; (ii) it will allow Wonoloers to accept and perform Requests without regards to their race, color, religion, national origin, age, sex, marital status, ancestry, physical or mental disability, veteran status, sexual orientation, gender identity or any other status that might be protected under any applicable laws, regulations, or ordinances; (iii) it has all necessary rights, authorizations, permissions and licenses to allow each Wonoloer subject to an Accepted Request to perform their services for Customer; (iv) it has properly classified all Wonoloers with respect to the services it receives from Wonoloers; (v) it owns or has sufficient rights to all content it provides to Wonolo (“Customer Content”);  (vi) that neither the Customer Content nor Customer’s use and/or provision of the Customer Content to others will infringe, misappropriate or violate a third party’s intellectual property rights, moral right, rights of publicity or privacy or any applicable law or regulation; (vii) it will comply with all applicable laws including wage and hour laws, and laws prohibiting harassment, discrimination, and retaliation; and (viii) Customer will inform Wonolo of any work-related injury in connection with services performed by any Wonoloer for Customer within twenty-four hours.

Customer further acknowledges that: (ix) Wonolo does not, in any way, supervise, direct, or control Wonoloer’s work in any manner; (x) Wonolo does not set Wonoloer’s work hours or location of work, nor is Wonolo involved in determining the type or manner compensation to be paid for any Request; (xi) Wonolo does not provide Wonoloer with any training nor any equipment, labor or materials needed for a particular Request; (xii) Wonolo will not deduct any amount from Wonoloer compensation for withholding or other taxes; (xiii) Customer may not require an exclusive relationship between Customer and Wonoloer; (xiv) Wonoloers are free at all times to perform Requests posted by other businesses, be employed by or otherwise engage with persons or businesses other than Customer, including any competitor of Customer; and (xv) Wonolo cannot and does not exercise any control over the working conditions or the work sites at which any Wonolo performs any services for a Customer.

 

8. Disclaimers

8. DISCLAIMERS. EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE, WONOLO DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS (EXPRESS, STATUTORY OR IMPLIED) OF ANY KIND, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WONOLO MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS; (II) THE SERVICE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERORR-FREE BASIS; OR (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE. CUSTOMER ACKNOWLEDGES AND AGREES THAT WONOLO HAS NO LIABILITY FOR THE ACTION, OR INACTION, OF ANY WONOLOER AND THAT THERE IS NO EMPLOYMENT, JOINT VENTURE, OR AGENCY RELATIONSHIP BETWEEN WONOLO AND THE WONOLOERS. WONOLO DOES NOT GUARANTEE OR WARRANT THE WONOLOERS’ PERFORMANCE OF SERVICES FOR CUSTOMER PURSUANT TO AN ACCEPTED REQUEST OR ENGAGEMENT, THE OUTCOME OR QUALITY OF THE SERVICES PROVIDED THEREUNDER OR THAT WONOLOERS WITH THE SKILLS OR EXPERIENCE IDENTIFIED BY CUSTOMER WILL ACCEPT ANY REQUEST.

9. Intellectual Property Ownership

9.1 Wonolo Intellectual Property. Customer acknowledges that all the intellectual property rights, including but not limited to any patents, copyrights, trademarks, service marks, trade secrets or other proprietary rights in and to the Service (including the Wonolo Platform) (collectively, “Wonolo Intellectual Property”) are owned by and shall remain property of Wonolo, Wonolo’s licensors or suppliers. Subject to the foregoing, during the term of this Agreement, Wonolo grants Customer the limited, revocable right to access and use the Service (including the Wonolo Platform). Customer shall not: (i) exploit or use the Service except as expressly provided herein; (ii) modify or create derivative works of the Service (including the Wonolo Platform), or merge any software therein with other software; (iii) disassemble, decompile or otherwise reverse engineer the Service (including the Wonolo Platform) or attempt to derive any of its source code, in whole or in part, except to the extent such activities are expressly permitted by law notwithstanding this prohibition; or (iv) modify, obscure or delete any proprietary rights notices included in or on the Service (including the Wonolo Platform). Customer agrees to comply with Wonolo’s Acceptable Use Policy (https://www.wonolo.com/acceptable-use-policy).

9.2 Customer Intellectual Property. Customer retains all right, title, interest and responsibility in and to any and all content it posts on the Service. Wonolo and its licensors exclusively own all right, title and interest in and to all other content. Customer grants Wonolo a worldwide, non-exclusive, transferable, sublicensable, royalty-free license to use, copy, modify (for formatting purposes only), transmit, publicly and digitally display and perform and distribute any Customer Content, including Customer’s logo, trademarks and/or service marks (“Customer Intellectual Property”), that Customer provides to Wonolo or shares to the Wonolo Platform. Such license shall also permit Wonolo to use Customer Intellectual Property, Customer Content, and other information related to Customer’s use of the Service for the purposes of (i) growing Wonolo communities, (ii) conducting marketing activities and analyses, (iii) conducting statistical analyses and; (iv) maintaining or making improvements to the Service.

9.3 Suggestions. Customer hereby grants Wonolo a royalty-free, worldwide, transferable, irrevocable, perpetual license to use, reproduce, modify, or incorporate into the Wonolo Intellectual Property, and otherwise fully exploit, any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its officers, directors, employees, or agents related to the Wonolo Intellectual Property or the Service.

 

10. Confidentiality

10.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by Wonolo (“Disclosing Party”) to the Customer (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information.

 

10.2 Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and the Receiving Party shall only disclose the Confidential Information of the Disclosing Party to those of the Receiving Party’s employees, contractors and agents who need such access to perform obligations or exercise rights under this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

 

10.3 Unauthorized Disclosure of Confidential Information. The Receiving Party hereby acknowledges that the unauthorized use or disclosure of any Confidential Information of the Disclosing Party may cause irreparable harm to Disclosing Party. Accordingly, the Receiving Party agrees that the Disclosing Party shall be entitled to seek equitable relief, including injunctive relief, in addition to all other remedies available at law for any threatened or actual breach of this Section or any threatened or actual unauthorized use or disclosure of Confidential Information. If the Receiving Party becomes aware of a threatened, suspected or actual breach of its confidentiality obligations set forth herein, the Receiving Party shall immediately (but in no event more than 24 hours from the time that it reasonably believes such a threatened, suspected or actual breach has occurred) so notify the Disclosing Party.

 

10.4 Compelled Disclosure. Except as set forth above, the Receiving Party shall not voluntarily provide the Disclosing Party’s Confidential Information to any third party unless authorized in writing by the Disclosing Party. Notwithstanding the foregoing, unless expressly prohibited by law, if the Receiving Party is required by a court of competent jurisdiction (including by subpoena in a civil case) or regulatory authority to disclose the Disclosing Party’s Confidential Information, it shall: (i) immediately notify the Disclosing Party in writing upon receiving notice of such requirement; (ii) consult with the Disclosing Party regarding the Receiving Party’s response to any such request; (iii) cooperate with the Disclosing Party’s reasonable requests in connection with efforts by the Disclosing Party to intervene and/or quash or modify the legal order, demand, or request; and (iv) upon the Disclosing Party’s request, supply the Disclosing Party with a copy of the Receiving Party’s response (including a copy of the information it proposes to provide) prior to providing it to the requesting party.

 

10.5 Data Privacy Obligations. For the avoidance of doubt, Wonolo is not in the business of selling Customer data and will not sell, license, rent or otherwise provide such information to third parties without Customer’s prior written consent. Except as explicitly contemplated under the Service, neither Party shall provide to the other Party any personal information. Each Party shall: (i) maintain a privacy policy that complies with all applicable laws and regulations; and (ii) comply with all applicable data privacy laws and regulations. “Personal Information” or “PI” shall mean any information relating to an identified or identifiable natural person where an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identification number or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity.

11. Indemnification

11. Indemnification. Customer shall indemnify, defend, and hold Wonolo, its licensors and their respective parent organizations, subsidiaries, Affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all liabilities, losses, damages, costs, and other expenses (including attorney fees and costs associated with litigation) arising out of, in connection with or related to: (i) any actual or alleged misuse of the Service (including the Wonolo Platform) by Customer, its Affiliates, agents or contractors; (ii) any actual or alleged infringement by Customer Content or Customer Intellectual Property of any intellectual property rights or any claim that any Customer Content or Customer Intellectual Property violates any rights of publicity or privacy of any third party; (iii) any material violation or alleged material violation of any laws or regulations by Customer; (iv) any negligent or willful misconduct of Customer its Affiliates, agents or contractors; (v) any breach by Customer of any representation, warranty, covenant, or obligation in this Agreement; (vi) any negligent or intentional act or omission committed by Customer, its Affiliates, agents or contractors, in connection with the performance of this Agreement, which act or omission gives rise to any claim for damages against Customer, Wonolo and/or its parents, affiliates, employees or agents; or (vii) Customer’s violation of applicable law. Wonolo specifically denies any obligation to defend and/or indemnify Customer its Affiliates, agents or contractors from and against any third-party claims made against Customer, its Affiliates, agents or contractors arising from any negligent or intentional act or omission committed by in connection with the performance of any Wonolo engagement.

Customer assumes all liability for proper classification of Wonoloers as independent contractors or employees based on applicable legal guidelines.  Customer agrees to indemnify, hold harmless and defend Wonolo from any and all claims arising out of or related to Requests posted by customer, including but not limited to claims that any Wonoloer was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that Wonoloer was misclassified (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that Wonolo was an employer or joint employer of Wonoloer, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits. Customer warrants it will comply with all applicable wage and hour laws, including obligations under FLSA, or other federal, state, and local wage and hour laws.

This Section shall survive the termination or expiration of this Agreement.

12. Limitations of Liability

12. Limitations of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WONOLO SHALL NOT BE LIABLE TO CUSTOMER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFITS OR LOST BUSINESS OR BUSINESS OPPORTUNITIES WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL THEORY, EVEN IF THAT PARTY HAS BEEN ADVISED OF THEIR POSSIBILITY OR WHETHER SUCH DAMAGES WERE FORESEEABLE. IN ADDITION, WONOLO SHALL NOT BE LIABLE FOR ANY DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS OR SYSTEMS OUTSIDE WONOLO’S REASONABLE CONTROL. EXCEPT FOR ANY CHARGES PAYABLE UNDER THE AGREEMENT, THE MAXIMUM LIABILITY OF WONOLO FOR ANY AND ALL LIABILITIES ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, THE CHARGES PAID OR PAYABLE BY CUSTOMER HEREUNDER IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. WONOLO AND CUSTOMER ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS ARE A REASONABLE AND NEGOTIATED ALLOCATION OF RISK THAT ARE AN INTEGRAL PART OF THE AGREEMENT.

13. Miscellaneous

13.1 Assignment. Customer may not assign any of its rights or delegate any of its obligations under this Agreement without Wonolo’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any attempted assignment, delegation or transfer in violation of the foregoing will be null and void. Wonolo may assign this Agreement or any of its rights under this Agreement to its Affiliate, or any third party with or without your written consent. This Agreement shall be binding upon the successors, legal representatives and permitted assigns of the Parties. “Affiliate” shall mean an entity owned by, controlling, controlled by, or under common control with, directly or indirectly, one of the Parties.

13.2 Interpretation. Section titles are for convenience only and shall not affect the meaning or interpretation of this Agreement in any way.  THIS AGREEMENT SHALL BE CONSTRUED WITHOUT REGARD TO THE PARTY OR PARTIES RESPONSIBLE FOR ITS PREPARATION AND SHALL BE DEEMED AS PREPARED JOINTLY BY THE PARTIES HERETO.

13.3 Counterparts. The Agreement may be executed and delivered by facsimile or electronic mail, including any number of counterparts, and shall constitute the final agreement of the Parties and conclusive proof of such agreement.

13.4 Relationship of the Parties. Wonolo is an independent contractor of Customer, and this Agreement shall not be construed as creating a relationship of employment, agency, partnership, joint venture or any other form of legal association.

13.5 Modification or Waiver. Except as set forth in this provision, no amendment, modification, waiver of, failure to enforce strict performance of, delay or omission in the exercise of any rights hereunder, or consent with respect to, any provision of this Agreement shall be effective unless signed by an authorized representative for Wonolo. No pre-printed information on invoices, purchase orders or shrink-wrap, click-wrap, browse-wrap or similar agreements from Customer shall have any force or effect between the Parties. A delay or omission by Wonolo to exercise any right or power under this Agreement shall not be construed to be a waiver of that right or power.

Notwithstanding the foregoing, Wonolo reserves the right to change this Agreement, and add additional terms at any time, effective upon making the modified provisions available at this link (https://www.wonolo.com/customer-agreement, the “Link”) or by notifying you directly. Customer is responsible for regularly reviewing the Link for modifications and updates to the Agreement. Continued use of the Service, including the Wonolo Platform after any such changes are made to this Agreement shall constitute Customer’s consent to such changes. Other than making the changes available at the Link, Wonolo does not assume any obligation to notify Customer of any changes to this Agreement, or the creation or modification of any additional terms.

13.6 Severability. If any provision of this Agreement conflicts with applicable law, that provision shall be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. The remaining provisions of this Agreement shall be valid and enforceable to the full extent permitted by law.

13.7 Survival. After this Agreement terminates, the terms of this Agreement that by their nature contemplate performance after termination shall survive and continue in full force and effect.

13.8 Rights and Remedies Cumulative. Unless expressly stated otherwise herein, all rights and remedies provided for in this Agreement shall be cumulative and in addition to, and not in lieu of, any other remedies available to either Party at law, in equity or otherwise.

13.9 Notices. Any notice required or permitted to be given hereunder shall be in writing and will be transmitted to these addresses: To Wonolo: Wonolo Inc., P.O. Box #194066, San Francisco, CA 94119, with email copy to legal@wonolo.comTo Customer: to any address the Customer provides to Wonolo through the Wonolo Platform or on the Form.

13.10 Force Majeure. Except for Customer’s obligations to pay any amounts due under this agreement, each Party shall be excused from performance under this Agreement and shall have no liability to the other Party for any period it is prevented from performing any of its obligations, in whole or in part, as a result of material delay caused by the other Party or by an act of God, war, terrorism, civil disturbance, court order, natural disaster and/or the failure or unavailability of the Internet.

13.11 Governing Law; Venue; Jurisdiction. This Agreement shall be governed by and construed in accordance with the applicable substantive laws of the state of California, without giving effect to its conflicts of laws rules. Except as otherwise specified in this paragraph, any legal action in any way arising out of this Agreement shall be brought solely and exclusively in the state courts of San Francisco County, California or the U.S. District Court for the Northern District of California. Each Party submits to the sole and exclusive personal jurisdiction of the courts in California generally and unconditionally, with respect to any action, suit or proceeding brought by it or against it by the other Party. Notwithstanding the foregoing, Customer agrees that it will submit any legal dispute between it and a Wonoloer to binding arbitration pursuant to the arbitration clause contained in the applicable Wonolo Terms of Use (https://www.wonolo.com/terms).

13.12 No Third-Party Beneficiaries. Unless expressly set forth herein, nothing in this Agreement is intended to nor shall it confer upon on any Wonoloer or other person or entity, other than the Parties or their respective permitted assigns (as set forth in subsection 13.1 above), successors and legal representatives, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

13.13 Additional Policies. Customer’s use of the Wonolo Service and Wonolo Platform shall be subject to the applicable End User License Agreement on the Apple App Store or Google Play.

13.14 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with regard to the subject matter hereof and supersedes any and all prior agreements, representations or communications regarding the subject matter of this Agreement.

13.15  Modifications to Application.  Wonolo reserves the right at any time to modify or discontinue, temporarily or permanently, the Service, Mobile App, or Portal (or any part thereof) with or without notice. You agree that Wonolo shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service, Mobile App, or Portal.