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Last updated: May 21, 2025

YOU SHOULD REVIEW THIS AGREEMENT IN ITS ENTIRETY. YOU ACKNOWLEDGE

YOUR ACCEPTANCE OF THIS AGREEMENT BY REGISTERING TO BECOME A

USER OR BY BROWSING OR OTHERWISE USING THE VEHO PLATFORM. YOU

WILL BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT ACCEPT THE

TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT REGISTER, BROWSE

OR OTHERWISE USE THE PLATFORM.

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Except as provided in the “Arbitration Agreement and Class Action Waiver” in Section 16

below, and with the exception of claims already asserted in arbitration, Spruce reserves

the right to change the Driver Partner Terms at any time in our sole business discretion.

It is your responsibility to check the terms for changes.

For Colorado drivers: Spruce will email you and any changes to the Terms will not apply

to you until posted on the website for at least 14 days. Your continued use of the

Platform following the posting of any changes to the Driver Partner Terms will constitute

your acceptance of and agreement to those changes.

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PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS A

MANDATORY INDIVIDUAL ARBITRATION AGREEMENT, WITH A CLASS ACTION

WAIVER, THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS

TO RESOLVE COVERED DISPUTES, RATHER THAN JURY TRIALS OR COURT

TRIALS.

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1. This Spruce Driver Partner Terms and Conditions (“Driver Partner Terms”) is an

agreement between Spruce Transport Operations LLC (“Spruce”, “the Company”,

“we”, “us” or “our”), a federally-licensed motor carrier that enables individual drivers

seeking to provide delivery and/or pickup services (“Driver Partners”, “you” or “your”)

to provide such services via a proprietary online platform operated by Veho Tech, Inc.

(“Veho”) that connects Driver Partners with entities seeking such services (“Clients”),

through Veho’s website found at https://shipveho.com/ and all related sub-domains, and

all related tools and services or through downloadable mobile or other applications that

Veho makes available to Spruce, including without limitation any content, functionalityand services offered on or through Veho’s website (collectively, the “Platform”).

Spruce and Veho have entered into a separate agreement that provides Spruce’s

employees, contractors, and agents access to Veho’s platform, services, and tools. By

executing this Agreement, any prior agreements between Veho and Driver Partners are

extinguished, and any such agreements are deemed terminated. Driver Partners do not

have a contractual relationship with Veho but may rely on Spruce’s license to access the

Veho technology.

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2. These Driver Partner Terms are entered into by and between Spruce and Driver

Partner. These Driver Partner Terms, which include any supplemental agreements,

addenda, and documents they expressly incorporate by reference, govern your access

and use of Veho’s Platform through your agreement with Spruce.

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2.1. You must read, agree to, and accept all of the terms and conditions contained in

these Driver Partner Terms in order to use Veho’s Platform. By browsing, using,

signing up for, downloading, or otherwise accessing any part of Veho’s

Platform, or by clicking to accept or agree to the Driver Partner Terms when

this option is made available to you, you accept and agree to be bound and

abide by these Driver Partner Terms. If you do not want to agree to these Driver

Partner Terms, you must not browse, access or otherwise use Veho’s Platform. If

you are using Veho’s Platform on behalf of an organization, you represent that you

have the right to bind such organization to these Driver Partner Terms, and the terms

“Driver Partner” and “you” will include both you, the individual user, and such

organization.

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2.2. This Platform is offered and available to Driver Partners who are 25 years of age or

older and are authorized to work in the United States. By using this Platform, you

represent and warrant that you are of legal age to form a binding contract with

Spruce and meet all of the foregoing eligibility requirements. If you do not meet all of

these requirements, you must not access or use the Platform.

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3. Independent Contractor Relationship Between Driver Partners and Clients

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3.1. Spruce is a federally-licensed motor carrier that enables Driver Partners to provide

delivery and/or pickup services to various third party’s by accessing Veho’s Platform.

The Veho Platform provides access to a qualified marketplace platform under laws

recognizing such platforms for businesses that operate a digital website or

application that facilitates the provision of services by qualified marketplace

contractors to individuals or entities seeking such services. Nothing in these Driver

Partner Terms is intended or should be construed to create an employer-employee

relationship, partnership, joint venture, joint employment relationship, single or

integrated enterprise or franchisor/franchisee relationship between Spruce, Veho

and/or Driver Partner.

DRIVER PARTNER UNDERSTANDS AND AGREES THAT, IN PERFORMINGSERVICES OR ANY OBLIGATION UNDER THESE DRIVER PARTNER TERMS,

DRIVER PARTNER SHALL BE AND WILL REMAIN AT ALL TIMES AN

INDEPENDENT CONTRACTOR IN FACT AND LAW AND NOT AN EMPLOYEE OF

SPRUCE, VEHO OR CLIENT.

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3.2. Driver Partner agrees that they will not take any position with respect to or on any

tax return or application for benefits, or in any proceeding directly or indirectly

involving Spruce that is inconsistent with Driver Partner being an independent

contractor (and not an employee) of Spruce. Driver Partner is not an agent of Spruce

and Driver Partner is not authorized, and must not represent to any third party that

Driver Partner is authorized, to make any commitment or otherwise act on behalf of

Spruce. Similarly, as Driver Partner is simply accessing Veho’s Platform for the

purposes of providing services through Spruce, Driver Partner is not a contractor or

employee of Veho and will not represent otherwise.

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3.3. Driver Partners will provide all equipment, labor, and materials that may be needed

to perform any services pursuant to an engagement. Spruce will not provide any

equipment, labor, or materials that may be needed for performing services pursuant

to any engagement. Further, Driver Partners are solely responsible for determining

which engagements they will choose to accept, how frequently they accept

engagements, the duration of the engagement acceptable to them, the terms of any

counter proposal and the manner in which they will provide the services sought.

Spruce does not guarantee the Driver Partner any minimum amount of

engagements. Spruce facilitates Client’s payment to Driver Partner by setting a fee

for each route that a Driver Partner may choose to accept. Spruce does not dictate

the time of performance. Spruce shall not provide Driver Partner with any training or

direction with regard to services provided and will have no control over the manner

in which services are provided or the timing and location of the provision of services.

Spruce does not provide any uniforms to Driver Partners. Spruce does not provide

expense reimbursement to Driver Partners. Driver Partner has the right to determine

the manner in which services will be provided to Client consistent with Driver

Partner’s experience and specialized skills.

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3.4. Nothing in these Driver Partner Terms is intended to prohibit or discourage (nor

should be construed as prohibiting or discouraging) any Driver Partner from

engaging in any other business activities, services or projects that are separate and

distinct from any business activities that Driver Partner may conduct through the

Platform. Spruce expects Driver Partners provide similar services through other

platforms and for other parties. Spruce expressly acknowledges Driver Partner can

earn income from other sources and expects Driver Partner will do so. Driver

Partners acknowledge that while they are able to and are expected to earn income

from other sources, they will not act or dress in a manner that implies they are

working for another company or performing services for a different platform while

performing services through the Platform.

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3.5. Further, nothing in this agreement is intended to prohibit or discourage (nor shouldbe construed as prohibiting or discouraging) Driver Partner from using its employees

and/or independent contractors to provide any services relating to Driver Partner’s

completion of an engagement, with the sole exception of driving a route. Only Driver

Partner may drive or otherwise operate an approved motor vehicle during the

execution of a route. Spruce will have no involvement in the hiring, selection or

retention of any Driver Partner’s affiliate, employee, or subcontractor or in the terms

of their employment, contract, or engagement with Driver Partner. As with Driver

Partners themselves, Spruce will not provide a Driver Partner’s affiliate, employee,

or subcontractor with any training or direction with regard to work performed or

services provided and will have no control over the manner in which work or services

are performed or the timing and location of the performance of work or services by

Driver Partner’s affiliate, employee, or subcontractor. Spruce does not terminate the

work during the term of these Driver Partner Terms unless the Driver Partner violates

the terms of these Driver Partner Terms or fails to produce a result that meets the

specifications of these Driver Partner Terms. Notwithstanding the foregoing, Spruce

may request that Driver Partner discontinue using the services of a Driver Partner’s

affiliate, employee, or subcontractor, particularly any such individual that has access

to a warehouse or packages due to performing helper services to a Driver Partner, if

they are perceived as presenting a safety risk or engage in unlawful conduct in

connection with performing work or services in connection of an engagement.

Spruce will not, however, screen or monitor the work of a Driver Partner’s affiliate,

employee, or subcontractor, and the foregoing provision does not give and should

not be construed as giving rise to any duty on the part of Spruce to screen or

monitor the work of a Driver Partner’s affiliate, employee, or subcontractor or

otherwise ensure that they are working/performing services in a safe and lawful

manner. To the extent that any employee, contractor or affiliate of a Driver Partner

assists in route operations in a manner not to include operation of an approved

vehicle or driving the route, the Driver Partner warrants and represents that such

individual has been subject to a background check and does not present a risk of

harm to any Veho or Spruce employee or customer.

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3.6. Spruce does not provide a performance assessment to Driver Partners. Spruce does

not oversee the actual work or instruct the Driver Partner as to how the work will be

performed, or the method or process the Driver Partner uses to perform services.

Driver Partner shall at all times comply with any and all laws, ordinances, statutes,

executive orders and regulations, federal, state, county and municipal, insofar as

applicable to Driver Partner’s performance of services under these Driver Partner

Terms.

Without limiting the generality of the foregoing:

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3.7. NO RIGHTS TO BENEFITS: DRIVER PARTNER UNDERSTANDS AND AGREES

THAT, DUE TO ITS STATUS AS AN INDEPENDENT CONTRACTOR ENGAGED IN

ITS OWN INDEPENDENTLY CONTROLLED AND OPERATED BUSINESS, THAT

DRIVER PARTNER IS NOT ELIGIBLE FOR, NOR SHALL PARTICIPATE IN, ANY

SPRUCE, VEHO, OR CLIENT PENSION PLAN, HEALTH OR DISABILITY PLAN,OR OTHER INSURANCE OR FRINGE BENEFIT PLAN OF ANY KIND.

AS AN INDEPENDENTLY CONTRACTING BUSINESS ENTITY, DRIVER

PARTNER IS NOT ENTITLED TO UNEMPLOYMENT INSURANCE BENEFITS

UNLESS UNEMPLOYMENT COMPENSATION COVERAGE IS PROVIDED BY

THE DRIVER PARTNER OR SOME OTHER ENTITY, AND DRIVER PARTNER IS

OBLIGATED TO PAY FEDERAL AND STATE INCOME TAX ON ANY MONEYS

PAID PURSUANT TO ITS CONTRACTUAL RELATIONSHIP WITH SPRUCE,

VEHO, OR CLIENT.

AS AN INDEPENDENTLY CONTRACTING BUSINESS ENTITY, DRIVER

PARTNER IS NOT ENTITLED TO WORKERS’ COMPENSATION BENEFITS

UNLESS WORKERS’ COMPENSATION COVERAGE IS PROVIDED BY THE

DRIVER PARTNER OR SOME OTHER ENTITY.

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3.8. Taxes and other Withholdings. For all purposes, including but not limited to the

Federal Insurance Contributions Act, the Social Security Act, the Federal

Unemployment Tax Act, income tax withholding requirements and all other federal,

state and local laws, rules and regulations, Driver Partner is and will be treated as an

independent contractor and not as a Spruce employee. Accordingly, Spruce will not

withhold any employment taxes from any compensation paid to Driver Partner under

these Driver Partner Terms, and Driver Partner will be solely responsible for the

reporting and payment of all federal, state, and local taxes or contributions imposed

or required under unemployment insurance, social security, medical insurance,

income tax or other applicable laws, rules or regulations with respect to the

performance or rendering of services through the Platform and/or under these Driver

Partner Terms by Driver Partner, including any such taxes and other requirements

applicable to a Driver Partner’s affiliate, employee, or subcontractor. Driver Partner

agrees to indemnify, defend and hold Spruce harmless from any costs, expenses,

penalties or damages (including attorney’s fees) arising from Driver Partner’s failure

to properly pay such taxes or contributions and/or Spruce not withholding or

remitting employment taxes or contributions relative to compensation paid to Driver

Partner.

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3.9. Insurance. As an independent contractor, Driver Partner (including any Driver

Partner’s affiliate, employee, or subcontractor) is not covered by any insurance that

may be provided by the Company to its employees, including, without limitation,

health insurance, workers’ compensation insurance, general liability insurance, and

automobile liability insurance. Instead, Driver Partner is solely and exclusively

responsible for Driver Partner’s own insurance, including insurance for a Driver

Partner’s affiliate, employee, or subcontractors. Specifically, in the event that Driver

Partner is injured while working in the course and scope of an engagement, Driver

Partner acknowledges and understands that Driver Partner (including any Driver

Partner’s affiliate, employee, or subcontractor) will not be covered by any workers’

compensation insurance coverage that Spruce, Veho or Client may provide to its

employees.Under FMCSA regulations (49 C.F.R. Part 387) [1] issued pursuant to 49 U.S.C. §

13906, Spruce will maintain (through the purchase of insurance policies or an

FMCSA-approved self-insurance program), at Spruce’s expense, public liability

insurance (as defined in 49 C.F.R. § 387.5) at all times Driver Partner is operating a

vehicle during a Delivery Period as defined in Article III of this agreement. Spruce

may also maintain, at Spruce’s expense, cargo loss-and-damage insurance at all

times the Driver Partner is operating a vehicle on behalf of Spruce. Spruce’s

possession of public liability and/or cargo loss-and-damage insurance will in no way

affect Driver Partner’s indemnity obligations to Spruce as provided for in this

agreement. Spruce’s public liability insurance and cargo loss and-damage insurance

do not list Driver Partner either by class or individually, as additional insured. If Driver

Partner wishes to insure Driver Partner against bodily injury, property-damage, and

environmental-restoration claims asserted directly against Driver Partner by an

injured third party, Driver Partner must purchase and maintain Driver Partner’s own

insurance policies covering such claims.

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4. Agreement to Maintain Driver Partners’ Work Accident and other Insurance.

Driver Partner agrees that before entering into these Driver Partner Terms and at all

times during the term of these Driver Partner Terms, Driver Partner will maintain proper

Driver Partners’ workers’ compensation or occupational accident insurance coverage

and any other insurance coverage (including coverage for including any Driver Partner’s

affiliate, employee, or subcontractor) required in each jurisdiction in which Driver Partner

performs any services. If required by the applicable jurisdiction, Driver Partner also

agrees to maintain any other required insurance. Driver Partner will comply with all state

Driver Partners’ workers’ compensation laws.

If Driver Partner is in Washington state, Spruce will provide workers’ compensation to

Driver Partner pursuant to applicable independent contractor state law. If allowed by

state law and if validly obtained, Driver Partner may be eligible to opt out of the Driver

Partners’ workers’ compensation requirements. If Driver Partner chooses to do so, Driver

Partner must submit a Statement Affirming Exemption from Driver Partner’s Workers’

Compensation Coverage to Spruce in electronic form via the Platform. The current form

of such statement can be found at the following link: https://shipveho.com/drive/safety/.

Spruce may update the form to comply with Driver Partners’ workers’ compensation

requirements in its sole discretion.

Driver Partner may either provide proof of Driver Partners’ workers’ compensation or

occupational accident insurance to Spruce or may choose to purchase occupational

accident insurance coverage through Spruce for a fee. Should Driver Partner choose to

purchase coverage through Spruce, the Driver Partner also agrees that Spruce may

collect that fee from any monies due Driver Partner for services provided. The current

rates for occupational accident coverage will be clearly specified in the enrollment form

and shall be deducted in that amount on a per trip basis.Driver Partner also agrees to maintain commercial general liability insurance coverage

with combined policy limits of at least $1,000,000, and automobile liability insurance

coverage with combined limits of at least $1,000,000, or such higher amounts or

additional coverage as may be set forth in an engagement.

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5. Accessing the Platform and Account Security. Based on the contractual

relationship between Veho and Spruce, Veho generally reserves the right to discontinue

or amend its Platform, and any service or material provided on the Platform, in its sole

discretion without notice.

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5.1. Spruce and Veho will not be liable if for any reason all or any part of the Platform is

unavailable at any time or for any period. From time to time, Veho may restrict

access to some parts of the Platform, or the entire Platform, to Spruce, Clients, or

Driver Partner. You are responsible for making all arrangements necessary for you to

have access to the Platform, and ensuring that all persons who access the Platform

through your internet connection are aware of these Driver Partner Terms and

comply with them.

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5.2. To access the Veho Platform, you may be asked to provide certain registration

details or other information. It is a condition of your use of the Veho Platform that all

the information you provide on the Veho Platform is correct, current and complete. In

the event the information provided to Spruce or Veho is not accurate or missing,

Spruce reserves the right to temporarily suspend or withhold access to the Veho

Platform until Driver Partner updates this information. As part of the registration

process, each Driver Partner will need to successfully complete a background check

before being allowed to access the Veho Platform. Spruce reserves the right to

perform background checks and obtain motor vehicle records periodically or under

certain circumstances for the safety and security of the Veho community.

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5.3. If you choose, or are provided with, a username, password or any other piece of

information as part of our registration or security procedures, you must treat such

information as confidential, and you must not disclose it to any other person or entity.

You also acknowledge that your account is personal to you and agree not to provide

any other person with access to this Platform or portions of it using your username,

password or other security information. You agree to notify us immediately of any

unauthorized access to or use of your username or password or any other breach of

security. You also agree to ensure that you exit from your account at the end of each

session. You should use particular caution when accessing your account from a

public or shared computer so that others are not able to view or record Your

password or other personal information.

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5.4. You are prohibited from registering and creating a new account under your name, an

alternate name, a fake or borrowed name, or the name of any third party, even if you

may be acting on behalf of the third party. You are further prohibited from engaging

in any fraudulent activity involving the Platform or your accepted routes.

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5.5. Based on the contractual relationship between Veho and Spruce, Veho has the right

to disable any username, password or other identifier when you have violated any

provision of these Driver Partner Terms pursuant to applicable law. In addition to

limiting, terminating, or suspending your account, Veho and Spruce reserves the

right to take all appropriate legal action in response to any unlawful activity, including

but not limited to the prosecution of theft to the full extent permitted by applicable

laws and regulations. This may include pursuing criminal charges, civil litigation,

arbitration, injunctive relief, and restitution for any resulting damages or losses.

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5.6. You must keep all data of Clients and customers of Clients (“Customers”) received

from Veho or Spruce confidential. You must not disclose any Customer or Client

information to anyone or otherwise take any action to retain such data. Stated

another way, you shall never use any Customer or Client data received from Veho or

Spruce for any purpose other than completing a route.

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5.7. You should exercise sound judgment to keep the device(s) you use for route

information free from malicious or questionable applications or software. It is strongly

recommended that you consider utilizing lock screen protection.

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5.8. You must notify Spruce support upon learning the device that you are using to

perform a route has been lost or stolen during a time when Customer or Client data

is open and available on the Veho Platform.

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5.9. Phishing Scams. Driver Partners are responsible for protecting their account

information from phishing scams and attempts. Veho and Spruce are not liable for

the loss of earnings due to phishing scams or attempts.

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5.10. Route Cancellations. If a Driver Partner cancels a route that the Driver Partner

accepted within two (2) hours of the route start time, they may not see any additional

offers for the same day.

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6. Third Parties. While performing delivery and/or pickup services through Spruce,

(i) you agree that you will not have any other person in the car with you, including but not

limited to friends, partners, children unless they are assistants, helpers, or

subcontractors providing delivery and/or pickup services through Spruce as well, and (ii)

you further agree that you will not have animals or pets of any kind in the car with you

unless that animal is a service animal.

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7. Consent to Monitor and Cell Phone Use. While performing delivery and/or

pickup services for Spruce, you consent to digital location monitoring via the application.

You agree that while performing delivery and/or pickup services under this contract, any

and all cell phone use, both personal and professional, must be conducted in

accordance with state and federal statutes.

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8. Safety; Driver and Food. You agree that you must maintain the following: (1) a

current and valid driver’s license and (2) an auto insurance policy where you are named insured that adheres to state minimum requirements. You agree that the vehicle you will

use during delivery and/or pickup services is a vehicle you registered with Spruce and is

in safe, drivable condition, that adheres to the safety standards set by state or local

regulations, and that you have the right to operate the vehicle.

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8.1. You agree to tell Spruce within 24 hours and before initiating any route with Spruce if

any of the following occur or have occurred: (1) moving violations issued to you, (2)

accidents that your vehicle or you are involved in; (3) changes in driver’s license

status to include suspensions and renewals, or (4) changes in insurance carrier,

coverage status, or amount of coverage.

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8.2. Food Safety. You further agree that no poison, pesticide, or rodenticide or other toxic

or hazardous substance will be in the car with you when you are performing services

through Spruce.

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9. Payment calculation.

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9.1. Driver Partner will be paid by the route, not by the hour. Prior to a route, Driver

Partner acknowledges that he or she has reviewed the anticipated route pay, and

that he or she will be paid that amount in full if the route is successfully completed,

regardless of how long the route takes. A route has been successfully completed

when (1) all packages have been successfully delivered to the correct address in the

location instructed by the customer or completed the steps in (3) for undelivered

packages, (2) For each package, Driver Partner has, within the Veho Driver App,

scanned each package upon delivery, provided a proof of delivery photo (not via

SMS) (3) in the event a package was undeliverable after a delivery attempt was

made in good faith using commercially reasonable efforts, including but not limited to

reporting delivery or access issues, any such package is returned to a Veho location

within the timeframe established by Veho.

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9.2. Veho and Driver Partner further agree that if Driver Partner does not successfully

complete a route, Veho will be able to adjust the route pay due to Driver Partner

based on the percentage of packages successfully delivered, subject to deductions

for packages that Driver Partner does not attempt to deliver (“Non-Attempt”), loses,

damages, destroys, or steals.

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9.3. Payments for routes are issued on a regular weekly cadence of at least once per

week. Driver Partners may be able to receive payment for routes instantly and may

be subject to a transaction fee.

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9.4. Non-Attempt. A package is considered a Non-Attempt if the Driver Partner does not

make a delivery attempt. This includes instances where the Driver Partner does not

go near the designated stop, as determined by whether their geolocation was ever

within the stop’s geofence. Packages not delivered for this reason will be classified

as Non-Attempts. The amount of any deduction for a Non-Attempt will beproportional to the number of packages that were on the delivery route.

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10. Confidentiality; Content

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10.1. Confidentiality. In performing and accepting services under these Driver Partner

Terms, Driver Partner may receive or be exposed to technical, product, financial, and

business information that is confidential or proprietary to Spruce (“Confidential

Information”). Confidential Information also includes proprietary or confidential

information of Veho or other third parties who may disclose such information to

Driver Partner in the course of Driver Partner performing services through Spruce.

Confidential Information does not include information that (a) is or becomes a part of

the public domain through no act or omission of Driver Partner, (b) is disclosed to

Driver Partner by a third party without restrictions on disclosure, or (c) was in Driver

Partner’s lawful possession without obligation of confidentiality prior to the disclosure

and was not obtained by Driver Partner either directly or indirectly from Spruce or

Veho.

Driver Partner will hold all Confidential Information in strict confidence and will only

use it to perform Driver Partner’s respective obligations and exercise Driver

Partner’s rights under these Driver Partner Terms. Driver Partner will not disclose

Confidential Information to third parties and will protect such Confidential Information

from unauthorized use, access or disclosure in the same manner as Driver Partner

protects its own confidential information of a similar nature, but in no event will Driver

Partner exercise less than reasonable care.

All Confidential Information is the sole and exclusive property of Spruce or its

suppliers or customers, such as Veho. Confidential Information does not include

feedback, reviews, communications between Driver Partner and Spruce or Veho,

photographs or other information submitted by a Driver Partner to Spruce or Veho,

including but not limited to information provided in the Platform, all of which is owned

by Spruce.

The confidentiality provisions of these Driver Partner Terms shall survive its

termination for a period of two (2) years, except for the obligations of the parties

regarding any trade secret information which shall survive indefinitely.

Notwithstanding the foregoing nondisclosure obligations, pursuant to 18 U.S.C.

Section 1833(b), Driver Partner will not be held criminally or civilly liable under any

federal or state trade secret law for the disclosure of a trade secret that is made: (1)

in confidence to a federal, state, or local government official, either directly or

indirectly, or to an attorney, and solely for the purpose of reporting or investigating a

suspected violation of law; or (2) in a complaint or other document filed in a lawsuit

or other proceeding, if such filing is made under seal.

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10.2. Content. Spruce or Veho may, in its sole discretion, permit or allow you, from time

to time, to create, submit, upload, publish, email, send messages, or otherwise make

available textual, audio, or visual content and information, including commentary,

reviews, and feedback related to the Services, initiation of support requests,

communication with customers, and submission of entries for competitions and

promotions ("Content”). By accessing or using the Services to provide Content, you

agree that Content will automatically become the property of and is owned

exclusively by Spruce, without any compensation to you. To the extent Driver

Partner owns or controls any intellectual property rights in the Content, you hereby

grant Spruce a worldwide, perpetual, irrevocable, transferable, sublicensable,

royalty-free license to use, copy, modify, create derivative works of, distribute,

publicly display, publicly perform, and otherwise exploit in any manner such Content

in all formats and distribution channels now known or hereafter devised, without

further notice to or consent from you, and without the requirement of payment to you

or any other person or entity. Notwithstanding, any personal information submitted

by you and/or collected via the Veho Platform is governed by this privacy policy.

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11. Representations and Warranties. Spruce and Driver Partner each warrant and

represent, as to themselves, that (a) they are duly organized, validly existing and in good

standing under the laws of the respective jurisdictions in which it was formed (in the case

of Driver Partners who are not individual persons) and engaged in its own independent

trade or business prior to entering into this agreement; (b) they have full power and

authority to execute, deliver, and perform these Driver Partner Terms; (c) these Driver

Partner Terms have been duly authorized, executed, and delivered by them and are their

legal, valid, and binding obligations in accordance with the terms herein; and (d)

obligations under these Driver Partner Terms shall be performed in compliance with any

obligations to third parties and all applicable law, rules, or regulations of any

governmental entity or agency. Driver partner additionally warrants and represents that

they are authorized to work in the United States.

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12. Disclaimer of Warranties.

You understand that Spruce cannot and does not guarantee or warrant that files

available for downloading from the internet or the Veho Platform will be free of viruses or

other destructive code. You are responsible for implementing sufficient procedures and

checkpoints to satisfy your particular requirements for anti-virus protection and accuracy

of data input and output, and for maintaining a means external to our site for any

reconstruction of any lost data.

SPRUCE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A

DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER

TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER

EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY

MATERIAL DUE TO YOUR USE OF THE SERVICE OR ANY SERVICES OR ITEMS

OBTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY

MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.YOUR USE OF THE SPRUCE SERVICE AND/OR THE VEHO PLATFORM

(COLLECTIVELY THE “SERVICE”), THEIR RESPECTIVE CONTENT AND ANY

SERVICES OR ITEMS OBTAINED OR TRANSACTED THROUGH THE SERVICE IS AT

YOUR OWN RISK. THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS

OBTAINED OR TRANSACTED THROUGH THE SERVICE ARE PROVIDED ON AN

“AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND,

EITHER EXPRESS OR IMPLIED. SPRUCE EXPRESSLY DISCLAIMS (i) ALL

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,

TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM

COURSE OF DEALING OR USAGE OF TRADE. SPRUCE MAKES NO WARRANTY

OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY,

RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICE. WITHOUT

LIMITING THE FOREGOING, SPRUCE DOES NOT REPRESENT OR WARRANT

THAT THE SERVICE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED OR

TRANSACTED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE,

ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT

THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF

VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE OR ANY

SERVICES OR ITEMS OBTAINED OR TRANSACTED THROUGH THE SERVICE WILL

OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

SPRUCE MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT

OF USERS OF THE SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS

IN ALL INTERACTIONS WITH OTHER USERS OF THE SERVICE. SPRUCE HEREBY

DISCLAIMS ALL LIABILITY FOR (i) ALL ACTS OR OMISSIONS OF USERS OF THE

SERVICE OR THIRD PARTIES, AND (ii) ALL TRANSACTIONS BETWEEN USERS

ARISING FROM INTERACTIONS ON THE PLATFORM. SPRUCE WILL NOT BE

LIABLE FOR CUSTOMERS’ FAILURE TO PAY DRIVER PARTNERS FOR SERVICES

TRANSACTED THROUGH THE SERVICE, OR FOR TAX LIABILITIES RELATING TO

TRANSACTIONS BETWEEN USERS. SPRUCE WILL NOT BE LIABLE FOR, AND

USERS SHALL BE SOLELY LIABLE FOR, THEIR COMPLIANCE WITH ALL TAX,

ADVERTISING AND OTHER LAWS APPLICABLE TO THEIR TRANSACTIONS.

SPRUCE DOES NOT GUARANTEE THAT CUSTOMERS SEEKING DRIVER

PARTNERS WILL FIND APPROPRIATE DRIVER PARTNERS THROUGH THE

SERVICE, OR THAT DRIVER PARTNERS SEEKING WORK THROUGH THE SERVICE

WILL FIND APPROPRIATE PROJECTS OR CONTRACT OPPORTUNITIES.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE

EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

‍

13. Limitation on Liability

IN NO EVENT WILL SPRUCE, ITS AFFILIATES OR ITS OR THEIR LICENSORS,

SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE

LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT

OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE,ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICE OR SUCH OTHER

SERVICES OR ANY SERVICES OR ITEMS OBTAINED OR TRANSACTED THROUGH

THE SERVICE OR SUCH OTHER SERVICES, INCLUDING ANY INDIRECT, SPECIAL,

INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT

LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS,

LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED

SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER

CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR

OTHERWISE, EVEN IF FORESEEABLE.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, SPRUCE’S MAXIMUM

AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR

RELATING TO THESE TERMS OF SERVICE, THE SERVICE OR OUR PROPERTY,

WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR

OTHERWISE, SHALL BE LIMITED TO THE AMOUNTS PAID BY YOU TO SPRUCE

FOR USE OF THE SERVICE IN THE PRIOR YEAR (OR, IF YOU ARE A NON-FEE

PAYING USER, TO THE AMOUNT OF $10).

THE FOREGOING DOES NOT AFFECT ANY LIABILITY, WHICH CANNOT BE

EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

‍

14. Indemnification.

Driver Partner shall indemnify, defend, and hold Spruce, its licensors and their

respective parent organizations, subsidiaries, affiliates, officers, directors, employees,

attorneys, and agents, including but not limited to Veho, harmless from and against any

and all claims, costs, damages, losses, liabilities and expenses, including reasonable

legal fees and costs, arising out of or in connection with: (a) any claim based on any

alleged misuse of the Platform by Driver Partner (including by any Driver Partner affiliate,

employee, or subcontractor), or a claim that any user data infringes the copyright,

trademark, or patent rights of any third party; (b) any alleged conduct which would

constitute a breach of the representations and warranties of Driver Partner set forth

herein, or other breach of this agreement; (c) violation of applicable law by Driver Partner

or Driver Partner affiliate, employee, or subcontractor; (d) any claim based on the

negligent or intentional acts by Driver Partner or Driver Partner affiliate, employee, or

subcontractor; and (e) related to any project, including any claims by any third party or

government agency that Driver Partner was misclassified as an independent contractor

or employee of a Client, and any claim that Spruce was an employer or joint employer of

Driver Partner and/or any Driver Partner affiliate, employee, or subcontractor, and

related legal claims under any employment laws.

Further, Driver Partner shall indemnify, defend, and hold Spruce, its licensors and their

respective parent organizations, subsidiaries, affiliates, officers, directors, employees,

attorneys, and agents, including but not limited to Veho, harmless from and against any

and all claims, costs, damages, losses, liabilities and expenses, including reasonable

legal fees and costs, arising out of or in connection with Driver Partner’s employment,retention, engagement or use of an affiliate, employee, or subcontractor to provide any

work/services in connection with the performance of services hereunder, including but

not limited to: (1) any claim that Driver Partner misclassified any Driver Partner’s affiliate,

employee, or subcontractor (under the Fair Labor Standards Act, the Internal Revenue

Code, state wage and hour law or any other law); and (2) any claim that Spruce was an

employer or joint employer of any Driver Partner’s affiliate, employee, or subcontractor

under any employment or other law, including, but not limited to, the Fair Labor

Standards Act, any state wage and hour law, Title VII of the Civil Rights Act of 1964, the

Americans with Disabilities Act, the Family Medical Leave Act and the National Labor

Relations Act.

‍

15. Governing Law

Other than the Arbitration Agreement and Class Action Waiver, which shall be governed

by the laws described therein, all matters relating to the Platform and these Driver

Partner Terms and any dispute or claim arising therefrom or related thereto (in each

case, including non-contractual disputes or claims), shall be governed by and construed

in accordance with the internal laws of the state in which the Driver Partner last

performed services without giving effect to any choice or conflict of law provision or rule.

‍

16. ARBITRATION AGREEMENT AND CLASS ACTION WAIVER (“Arbitration

Agreement”)

‍

16.1. How This Arbitration Agreement Applies. Spruce and Driver Partner mutually

agree to resolve any and all covered justiciable disputes between the Parties

exclusively through final and binding individual arbitration instead of a court or jury

trial. Driver Partner also understands and agrees that this Arbitration Agreement

applies to any disputes that Driver Partner may have with Spruce, including Spruce’s

licensors (specifically including Veho), clients, customers, and agents all of which

are deemed third party beneficiaries of this Agreement. This Arbitration Agreement

is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and evidences a

transaction involving commerce. This Arbitration Agreement applies to any and all

claims arising out of or relating to the Driver Partner Terms, Driver Partner’s

classification as an independent contractor, Driver Partner’s provision of services,

Driver Partner’s use of the Platform, any payments made or received by Driver

Partner through the Platform or arising out of or relating to the acceptance or

performance of services arranged through the Platform, the termination of these

Driver Partner Terms, and all other aspects of Driver Partner’s relationship (or the

termination of its relationship) with Spruce, past, present or future, whether arising

under federal, state or local statutory and/or common law, which Spruce may have

against Driver Partner or which Driver Partner may have against Spruce and its

owners, officers, employees or agents, including but not limited to Veho. If it is

determined that the Federal Arbitration Act does not apply to any claims covered by

this Arbitration Agreement, the parties agree that the Texas Arbitration Act applies to

those claims. If it is determined that neither the Federal Arbitration Act nor the Texas

Arbitration Act applies, the parties agree that the law of the jurisdiction where thearbitration takes place will apply. Driver Partner and Spruce agree that the mutual

obligations to arbitrate disputes provide adequate consideration for this Arbitration

Agreement. All disputes covered by this Arbitration Agreement will be decided

by a single arbitrator through final and binding arbitration and not by way of

court or jury trial.

The Arbitrator, and not any federal, state, or local court or agency, shall have

exclusive authority to resolve any dispute relating to the interpretation, applicability,

enforceability, or waiver of this Arbitration Agreement. However, the preceding

sentence does not apply to any disputes about the Ending Forced Arbitration of

Sexual Assault and Sexual Harassment Act, and it does not apply to Section 16.4

below. Notwithstanding any other clause or language in this Agreement, Arbitration

Agreement, and/or any rules or procedures that might otherwise apply by virtue of

this Arbitration Agreement or any amendments and/or modifications to those rules,

any disputes about the Ending Forced Arbitration of Sexual Assault and Sexual

Harassment Act and/or any claim that Section 16.4, or any portion of Section 16.4 is

unenforceable, inapplicable, unconscionable, or void or voidable, will be determined

only by a court of competent jurisdiction and not by an arbitrator. The right to a

judicial determination of any claim that Section 16.4 (in whole or in part) is

unenforceable, inapplicable, unconscionable, or void or voidable may not be waived.

‍

16.2. Limitations On How This Agreement Applies. The following claims are not

covered under this Arbitration Agreement: (i) claims for unemployment

compensation benefits and claims for workers’ compensation benefits, state

disability insurance and unemployment insurance benefits; however, it applies to

discrimination or retaliation claims based upon seeking such benefits; (ii) claims for

benefits under employee benefit plans covered by the Employee Retirement Income

Security Act of 1974; (iii) disputes that an applicable federal statute expressly states

cannot be arbitrated or subject to a pre-dispute arbitration agreement; and (iv)

disputes that are not be subject to pre-dispute arbitration agreement under the

Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act. All other

claims must be arbitrated and are covered by this Arbitration Agreement. If any

claim(s) not covered under this Arbitration Agreement above are combined with

claims that are covered under this Arbitration Agreement, to the maximum extent

permitted under applicable law, the covered claims will be arbitrated and continue to

be covered under this Arbitration Agreement.

Nothing in these Driver Partner Terms and/or Arbitration Agreement prevents any

Driver Partner from making a report to or filing a claim or charge with a government

agency, including without limitation the Equal Employment Opportunity Commission,

U.S. Department of Labor, National Labor Relations Board, Occupational Safety and

Health Administration, or law enforcement authorities. Nothing in these Driver

Partner Terms prevents the investigation by a government agency of any report,

claim or charge otherwise covered by these Driver Partner Terms. This Arbitration

Agreement also does not prevent federal administrative agencies from adjudicatingclaims and awarding remedies based on those claims, even if the claims would

otherwise be covered by this Arbitration Agreement. Nothing in this Arbitration

Agreement prevents or excuses a party from satisfying any conditions precedent

and/or exhausting administrative remedies under applicable law before bringing a

claim in arbitration.

A party may apply to a court of competent jurisdiction for temporary or preliminary

injunctive relief in connection with an arbitrable controversy (“Provisional Relief”) but

only upon the ground that the award to which that party may be entitled may be

rendered ineffectual without such relief or where the relief is sought to secure

performance of an agreement designed to prevent irreparable harm. The court to

which the application is made is authorized to consider the merits of the arbitrable

controversy for the limited purposes of evaluating the elements of probable success

and possibility of irreparable injury to the extent required and applicable for the

issuance of Provisional Relief under controlling law. All determinations of final relief

will be decided in arbitration, and the pursuit of Provisional Relief shall not be

deemed incompatible with or constitute a waiver of rights under this Agreement.

‍

16.3. Starting the Arbitration. If either party initiates arbitration, the initiating party

must notify the other party in writing via U.S. Mail, or hand delivery within the

applicable statute of limitations period. This demand for arbitration must include: (1)

the name and address of the party seeking arbitration; (2) a statement of the legal

and factual basis of the claim; and (3) a description of the remedy sought. Any

demand for arbitration by Driver Partner must be delivered to Spruce at 2093

Philadelphia Pike #8346, Claymont DE 19703. Any demand by the Company to

Driver Partner will be delivered to the last home address for Driver Partner in the

Company’s files. The Arbitrator will resolve all disputes regarding the timeliness or

propriety of the demand for arbitration.

‍

16.4. CLASS AND COLLECTIVE ACTION WAIVER, AND CALIFORNIA PRIVATE

ATTORNEYS GENERAL ACT (“PAGA”) INDIVIDUAL ACTION REQUIREMENT

The parties agree to bring any claim on an individual basis. Accordingly:

(1) There will be no right or authority for any dispute covered by this Agreement to

be brought, heard, or arbitrated as a class action and the Arbitrator will have no

authority to hear or preside over any such class action claim (“Class Action Waiver”).

The Class Action Waiver shall be severable from this Arbitration Agreement if there

is a final judicial determination that the Class Action Waiver is invalid, unenforceable,

unconscionable, void, or voidable. In such instances, the class action must be

litigated in a civil court of competent jurisdiction — not in arbitration — but any

portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.

(2) There will be no right or authority for any dispute covered by this Arbitration

Agreement to be brought, heard, or arbitrated as a collective action and the

Arbitrator will have no authority to hear or preside over any such Collective Actionclaim (“Collective Action Waiver”). The Collective Action Waiver shall be severable

from this Agreement if there is a final judicial determination that the Collective Action

Waiver is invalid, unenforceable, unconscionable, void, or voidable. In such

instances, the collective action must be litigated in a civil court of competent

jurisdiction — not in arbitration — but any portion of the Collective Action Waiver that

is enforceable shall be enforced in arbitration. The parties further agree that Driver

Partner waives any right to receive notice of any Collective Action that may be filed.

(3) Driver Partner and the Company agree to arbitrate PAGA claims on an individual

basis only. Therefore, any claim by Driver Partner under PAGA to recover for civil

penalties, or other individual relief must be arbitrated under this Arbitration

Agreement. Driver Partner and the Company also agree and stipulate that

non-individual PAGA claims shall be stayed in the trial court, pending a final

determination and written decision by the Arbitrator in arbitration with respect to

Driver Partner’s alleged status as an “aggrieved employee,” and Driver Partner and

the Company agree that the Arbitrator, and not the court, will make this

determination. The preceding sentence applies even if Driver Partner seeks to

assert only a representative claim without including an individual PAGA claim and/or

if Driver Partner disclaims the individual PAGA claim. The Arbitrator is without

authority to preside over any PAGA claim by Driver Partner on behalf of any other

person or joined by or consolidated with another person’s or entity’s PAGA claim.

This “California PAGA Individual Action Requirement” clause shall be severable from

this Arbitration Agreement if there is a final judicial determination that it is invalid,

unenforceable, unconscionable, void, or voidable. In such instances, the PAGA

action must be litigated in a civil court of competent jurisdiction — not in arbitration

— but any portion of the California PAGA Individual Action Requirement that is

enforceable shall be enforced in arbitration.

Regardless of anything else in this Agreement, the AAA Arbitration Rules, any other

rules of the AAA or other arbitration agency the parties select, and/or any

amendments and/or modifications to any of those rules, any claim that all or part of

the Class Action Waiver, Collective Action Waiver, and/or California PAGA Individual

Action Requirement, is invalid, unenforceable, unconscionable, void, or voidable, in

whole or part may be determined only by a court of competent jurisdiction and not by

an arbitrator.

Similarly, regardless of anything else in this Arbitration Agreement, any dispute

regarding whether or not an arbitration demand made pursuant to this Agreement

violates the Class Action Waiver, Collective Action Waiver, and/or California PAGA

Individual Action RequirementWaiver may be determined only by a court of

competent jurisdiction and not by an arbitrator. Such a determination shall be made,

whenever it is not impossible, prior to the commencement of arbitral proceedings

with AAA (or other agency) pursuant to this Arbitration Agreement, including the

payment of any filing fees to such agency associated with such arbitral proceedings.

Even if all or part of the Class Action Waiver, Collective Action Waiver, and/orCalifornia PAGA Individual Action Requirement, is found to be invalid,

unenforceable, unconscionable, void, or voidable, in whole or part, under no

circumstances may an action pursuant to this Arbitration Agreement be brought in

arbitration as a Class Action, Collective Action, and/or non-individual representative

PAGA.

‍

16.5. Driver Partner agrees and acknowledges that entering into this Arbitration

Agreement does not change Driver Partner’s status as an independent contractor in

fact and in law, that Driver Partner is not an employee of Spruce and that any

disputes in this regard shall be subject to arbitration as provided in this Arbitration

Agreement.

‍

16.6. Except as otherwise stated in this Arbitration Agreement, any arbitration shall be

governed by the American Arbitration Association Commercial Arbitration Rules

(“AAA Rules”), subject to the following:

(a) The arbitration shall be heard by one arbitrator selected in accordance with the

AAA Rules. Unless the parties agree otherwise, the Arbitrator shall be a former state

or federal judge from any jurisdiction.

(b) The location of the arbitration proceeding will be in the county and state where

Driver Partner last performed services for Spruce, unless Driver Partner and Spruce

agree in writing otherwise.

(c) Unless applicable law provides otherwise, as determined by the Arbitrator, the

parties agree that Company shall pay all costs and expenses unique to arbitration,

including, without limitation, the Arbitrator’s fees, of the Arbitrator’s fees and

costsexcept for the filing fee required of Driver Partner. Each party will pay for its

own costs and attorneys’ fees, if any. But if any party prevails on a claim which

affords the prevailing party attorneys’ fees or costs, or if there is a written agreement

providing for attorneys’ fees or costs, the Arbitrator may award reasonable attorneys’

fees and/or costs to the prevailing party as provided by law. The Arbitrator will

resolve any disputes about costs/fees associated with arbitration.

(d) The Arbitrator may issue orders (including subpoenas to third parties in

accordance with any applicable federal or state law) allowing the parties to conduct

discovery sufficient to allow each party to prepare that party’s claims and/or

defenses, taking into consideration that arbitration is designed to be a speedy and

efficient method for resolving disputes.

(e) The Arbitrator may award all remedies to which a party in his or her individual

capacity is entitled under applicable law and which would otherwise be available in a

court of law, but shall not be empowered to award any remedies that would not have

been available in a court of law for the claims presented in arbitration. The Arbitrator

shall apply the state or federal substantive law, or both, as is applicable.(f) Either party may file motions to dismiss and/or motions for summary judgment

and the Arbitrator will apply the standards of the Federal Rules of Civil Procedure

governing such motions. The Arbitrator shall set a briefing schedule for such

motion(s) upon the request of either party.

(g) The Arbitrator’s reasoned decision or award shall be in writing with findings of

fact and conclusions of law. Judgment may be entered on the Arbitrator’s decision or

award in any court having jurisdiction.

(h) The AAA Rules may be found at www.adr.org or by searching for “AAA

Commercial Arbitration Rules” using a service such as Google.

(i) If AAA will not administer the arbitration or will not administer the arbitration

consistent with this Arbitration Agreement, either party may apply to a court of

competent jurisdiction with authority over the location where the arbitration will be

conducted to appoint a neutral arbitrator, who shall act under this Arbitration

Agreement with the same force and effect as if he or she had been specifically

named herein.

‍

16.7. This Arbitration Agreement is the full and complete agreement relating to the

arbitration of disputes covered by this Arbitration Agreement. In the event any

portion of this Arbitration Agreement is deemed unenforceable, the remainder of this

Arbitration Agreement and Class Action Waiver will be enforceable. This Arbitration

Agreement will continue to apply notwithstanding any change in Driver Partner’s

responsibilities, position, or title, or if Driver Partner transfers companies.

Notwithstanding any contrary language in the Driver Partner Terms or in any Spruce

policy or other agreement, this Arbitration Agreement may not be modified absent a

writing signed (electronically or otherwise) by both Driver Partner and an authorized

representative of Spruce.

‍

17. Term and Termination

These Driver Partner Terms will remain in effect until terminated by either party.

However, the parties agree that each route shall constitute a separate contractual

engagement governed by these Driver Partner Terms and the attached Equipment

Lease, the term of which shall be as set forth in the Equipment Lease. Driver Partner

may terminate these Driver Partner Terms for any or no reason at any time by providing

written notice to the other party, subject only to the obligation to complete any route then

in-progress. Spruce may terminate these Driver Partner Terms for material breach of

these Driver Partner Terms.

Upon any termination, Driver Partner will not be relieved of the obligation to pay any fees

due to Spruce, which accrued before the termination date. Based on the contractual

agreement between Veho and Spruce, Veho reserves the right to suspend or terminate

Spruce and/or Driver Partner’s access to the Platform in order to protect Veho’s rights

and interests. Any outstanding obligations of Spruce to provide the Driver Partner withtax reports or payment information shall survive the termination of these Driver Partner

Terms. Notwithstanding this provision or any contrary terms in these Driver Partner

Terms, the Arbitration Agreement will be enforceable throughout the term of these Driver

Partner Terms and/or during the assignment with and/or relationship with the Company,

or any of the third party beneficiaries described above specifically including Veho, and

thereafter with respect to any such claims arising out of or related to Driver Partner’s

relationship with the Company or any of the third party beneficiaries described above

specifically including Veho, and/or termination or cessation of such relationship and

thereafter with respect to any such claims arising out of or related to these Driver Partner

Terms and/or assignment with and/or relationship with the Company Driver Partner’s

relationship with the Company and/or termination or cessations of such relationship with

the Company, or any of the third party beneficiaries described above specifically

including Veho.

‍

18. Force Majeure

In no event will Spruce be liable for any failure to comply with these Driver Partner Terms

to the extent that such failure arises from factors outside our reasonable control. Without

limitation of the foregoing, in the absence of our gross negligence or willful misconduct

we will not be liable for any damages arising from the acts of hackers or similar bad

actors interfering with the Platform or using or disclosing any of Your content.

‍

19. Geography

Spruce is based in the United States. Access to the Veho Platform is only provided to

persons located in the United States. Spruce makes no claims that the Veho Platform or

any of its content is accessible or appropriate outside of the United States. Access to the

Platform may not be legal by certain persons or in certain countries. If you access the

Platform from outside the United States, you do so on your own initiative and are

responsible for compliance with local laws.

‍

20. Changes to the Driver Partner Terms

Spruce may revise and update these Driver Partner Terms from time to time in our sole

discretion, with the sole exception of the Arbitration Agreement provisions. All changes

are effective immediately when we post them, and apply to all access to and use of the

Platform thereafter. However, any changes to the Arbitration Agreement and Class

Waiver will not apply to any disputes for which the parties have actual notice on or prior

to the date the change is posted on the Platform. Your continued provision of services as

contractor of Spruce via a proprietary online platform operated by Veho following the

posting of revised Driver Partner Terms and after providing you with notice of any

changes to the terms means that you accept and agree to the changes. You are

expected to check this page frequently, so you are aware of any changes, as they are

binding on you.

‍

21. Waiver and SeverabilityNo waiver by Spruce of any term or condition set forth in these Driver Partner Terms

shall be deemed a further or continuing waiver of such term or condition or a waiver of

any other term or condition, and any failure of Spruce to assert a right or provision under

these Driver Partner Terms shall not constitute a waiver of such right or provision.

The invalidity of any one or more of the words, phrases, sentences, clauses, or sections

contained in these Driver Partner Terms shall not affect the enforceability of the

remaining portions of these Driver Partner Terms or any part thereof, all of which are

inserted conditionally on their being valid in law, and, in the event that any one or more

of the words, phrases, sentences, clauses, or sections contained in these Driver Partner

Terms shall be declared invalid or unenforceable by a court of competent jurisdiction, or

an arbitrator as applicable, these Driver Partner Terms shall be construed as if such

invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, or

section or sections had not been inserted. If such invalidity is caused by scope, length of

time, or size of area, or any or all of the foregoing, the otherwise invalid or unenforceable

provision will be considered to be reduced to such scope, time, or area, which would

cure such invalidity and render it valid and enforceable.

‍

22. Entire Agreement

The Driver Partner Terms, including the Equipment Lease, and any supplemental

agreements incorporated into the Driver Partner Terms constitute the sole and entire

agreement between you and Spruce with respect to providing services as a contractor of

Spruce via Spruce’s license to access the proprietary online platform operated by Veho

and supersede all prior and contemporaneous understandings, agreements,

representations and warranties, both written and oral, with respect to the Platform.

‍

23. Assignment

These Driver Partner Terms and your rights and obligations hereunder are not

assignable, or otherwise transferable or delegable, by you to any third party without our

prior written consent in our sole discretion. Any purported assignment, transfer or

delegation without such consent will be null and void. Spruce may assign or otherwise

transfer or delegate these Driver Partner Terms (including any rights or obligations

hereunder), including to any purchaser of Spruce’s business, from time-to-time in our

sole discretion. This agreement will be binding upon and inure to the benefit of the

parties’ successors and permitted assigns.

‍

24. Notice. You agree that email to your email address on record will constitute formal

notice under these Driver Partner Terms.

‍

25. Headings. The headings and other captions in these Driver Partner Terms are

included solely for convenience of reference and will not control the meaning and

interpretation of any provision of these Driver Partner Terms.

‍

26. No Strict Construction. The language used in these Driver Partner Terms will bedeemed the language chosen by the parties to express their mutual intent, and no rule of

strict construction will be applied against any person.

‍

27. Signature. These Driver Partner Terms and the Equipment Lease may be signed

and are enforceable by electronic signature, digital signature, wet signature, and

facsimile signature.

‍

1. Notice. You agree that email to your email address on record will constitute formal notice under these Driver Partner Terms.

1. Headings. The headings and other captions in these Driver Partner Terms are included solely for convenience of reference and will not control the meaning and interpretation of any provision of these Driver Partner Terms.

1. No Strict Construction. The language used in these Driver Partner Terms will be deemed the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any person.

1. Signature. These Driver Partner Terms and the Equipment Lease may be signed and are enforceable by electronic signature, digital signature, wet signature, and facsimile signature.

‍

What’s a Rich Text element?

Last updated: May 21, 2025

‍

This addendum (including any appendices) to Spruce’s Driver Partner Terms and

Conditions constitutes an Equipment Lease and Driver Operating Agreement pursuant to

49 C.F.R. Part 376 (the “Leasing Regulations”) (the “Equipment Lease”). This Equipment

Lease is a supplemental agreement expressly incorporated into the Driver Partner Terms

and applies only to the extent required by the Leasing Regulations. Any term used in this

Equipment Lease defined in the Driver Partner Terms and is not otherwise defined

herein shall have the meaning ascribed to it in the Driver Partner Terms.

‍

1. Provision of Auto and Services: Driver Partner agrees to provide Spruce with

the use of the auto identified in the Platform (“Auto”) and all labor, including driver(s),

necessary to operate the Auto and to perform all of the services contemplated by this

Equipment Lease (the “Services”). Driver Partner represents and warrants that Driver

Partner is the Auto's “owner” under 49 C.F.R. § 376.2(d). Spruce will take possession of

the Auto upon Driver Partner’s pressing “Start Route” in the Platform to begin their route;

the Platform’s subsequent indication to the Driver Partner that the route has commenced

will constitute the furnishing of a receipt to Driver Partner as required by 49 C.F.R. §

376.11(b). Final delivery or transfer of the last package tendered or marking all items as

“delivered” in the Platform (whichever is earlier) constitutes a receipt from Driver Partner

as required by 49 C.F.R. § 376.11(b) upon termination of the lease.

‍

2. Duration and Termination of Equipment Lease:

‍

2.1. Term and Termination: The lease term for each Auto begins and ends with each

Delivery Period.

“Delivery Period” is defined as the time frame that begins when all packages for a

delivery route are tendered to the Driver Partner by Veho and the Driver Partner

begins driving the delivery route. The Delivery Period ends on the same day when

any of the following conditions is met:

a) All packages have been delivered or transferred; or

b) The Driver Partner is no longer actively attempting to deliver or return the

remaining packages to Veho.

The Delivery Period does not include any time before, during, or after the delivery

route during which the Driver Partner is engaged in personal activities unrelated to

the provision of delivery services for Veho, such as running personal errands.

The Driver Partner agrees that, during the Delivery Period, any Auto used to provide

Services is under a lease, as defined by the Leasing Regulations, where DriverPartner will lease the Auto and provide Services under the exclusive possession,

use and control of Spruce. The effective time and date of the Equipment Lease and

the termination time and date of the Equipment Lease shall be determined by the

Delivery Period. A Driver Partner must apply to be re-qualified to enter into

Equipment Leases under criteria established by Spruce on an annual basis.

Spruce does not guarantee any specific number of shipments or amount of revenue

or profit to Driver Partner, or to use the Auto at any particular time or location. This

Equipment Lease is not a contract of employment.

‍

2.2. Obligations Upon Termination: On the later of: (i) termination of this Equipment

Lease; or (ii) completion of the Services, Driver Partner agrees to (a) remove all

Spruce identification from the Auto and, upon Spruce’s request, to provide written

confirmation certifying its removal, and (b) return, all property (in good working

condition) and undelivered freight to the location specified by Spruce. If Driver

Partner fails to do so, Driver Partner agrees to pay Spruce all expenses incurred by

Spruce in returning those items to good working condition and in seeking the return

of the items, including reasonable attorneys’ fees and collection costs. Spruce may

pursue all other remedies allowed by law or authorized in this Equipment Lease

against Driver Partner.

‍

3. Gross Compensation

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3.1. In General: Driver Partner’s gross compensation is set forth in Section 3.2 and

constitutes the total compensation for the use of the Auto and for everything

furnished, done by, or required of Driver Partner in connection with this Equipment

Lease, including (but not limited to) driving the Auto and performing all non-driving

activities, waiting to load or unload (detention), loading or unloading (if required),

fueling, repairing and maintaining the Auto, and other services. Driver Partner is

providing services as an independent contractor and is not an employee of

Spruce—and, unless otherwise required by law, is responsible for paying all

operating expenses. Spruce will provide Driver Partner with an electronic proposal

containing any change to Driver Partner’s gross compensation prior to any trip for

which such changes would apply. If Driver Partner wishes to continue operating on

Spruce’s behalf, Driver Partner may consent to the change by accepting the tender

of the cargo for delivery.

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3.2. Compensation: Compensation is a flat rate per route. The minimum flat rate for

each route shall be set forth in the Platform at the time the route is offered.

Acceptance of the route constitutes acceptance of the minimum flat rate. Spruce

may in its sole discretion pay Driver an amount greater than the accepted minimum

rate for a route. In such case, Driver shall be deemed to have accepted and agreed

to the increased amount if Driver does not dispute the amount within 10 days of

receipt of notice of increased payment from Spruce.

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3.3. Settlement: Spruce will settle with and pay gross compensation to Driver Partner

within 15 days after Driver Partner’s submission to Spruce of driver logs (if any)

required by the Federal Motor Carrier Safety Administration (“FMCSA”), and those

documents necessary for Spruce to secure payment from Spruce’s customer,

including the delivery receipt and any supporting documents. Payment will not be

contingent upon submission of a bill of lading to which no exceptions have been

taken.

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3.4. Adjustments to Compensation: Where a Driver Partner has elected to purchase

occupational accident insurance through Spruce, total compensation due to Driver

Partner will be less the cost of such coverage. The current rates for occupational

accident coverage will be clearly specified in the enrollment form, and compensation

will be reduced in that amount on a per trip basis.

Other than adjustments related to occupational accident insurance and as explained

in Article I, Section 9, Spruce shall not deduct or charge back any monies from the

compensation due to Driver Partner as either compensation for the use of the Auto

or Services unless required by law. Where required by law, such deductions shall be

made as required with no administrative markup. In the event such deductions are

made as required by law, Driver Partner shall be afforded copies of those documents

necessary to determine the validity of the charge.

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4. Insurance: The parties agree to maintain insurance as provided in sections 3.9

and 4 of the Driver Partner Terms which are hereby incorporated into Section 6 of the

Equipment Lease. For any occupational accident coverage elected by Driver Partner,

Spruce will recover the amounts stated in paragraph 5. If Driver Partner fails to provide

proper evidence of the purchase or maintenance of the insurance required by this

paragraph, Spruce is authorized but not required to obtain the insurance at Driver

Partner’s expense and deduct or otherwise recover the amounts set forth in paragraph 5

of this Equipment Lease. Driver Partner recognizes that Spruce is not in the business of

selling insurance, and any insurance coverage requested by Driver Partner from Spruce

is subject to all of the terms, conditions, and exclusions of the actual policy. Spruce will

ensure that Driver Partner is provided with a certificate of insurance meeting the

requirements of 49 C.F.R. § 376.12(j)(2) for each facilitated policy, and Spruce will

provide Driver Partner with a copy of each such policy upon request.

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5. Driver Partner’s Operating Expenses: Driver Partner, at Driver Partner’s

expense, agrees to provide the Auto ready to operate and fully roadworthy, including the

necessary licenses, permits, cab cards, and state base plates or license plates, and will

furnish all lubricants, fuel, tires (including changing or repairing tires), and other parts,

supplies, equipment, and repairs necessary or required for the safe and efficient

operation and maintenance of the Auto. Unless otherwise provided in this Equipment

Lease or required by law, Driver Partner agrees to pay all expenses incident to the

operation of the Auto, including but not limited to fuel taxes, registration fees, license andregistration (and any unused portions thereof), Native American tribal fees and other

permits of all types, ferry, bridge, tunnel, and road tolls, detention and accessorial

charges not collected by Spruce because of Driver Partner’s failure to provide required

documentation.

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6. Cargo Claims: Unless prohibited by law, Driver Partner shall be liable for each

cargo claim, including but not limited to delay, shortages, mis-delivery, and any direct

damage claim relating to lost, damaged, or contaminated loads arising out of or relating

to Driver Partner’s services. Driver Partner authorizes Spruce to recover any such

amounts.

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7. Possession and Identification of Auto

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7.1. Exclusive Possession and Responsibility: Spruce shall have exclusive

possession, control, and use of the Auto, and shall assume complete responsibility

for the operation of the Auto for the duration of the Delivery Period. The foregoing

declarations are made solely to conform to FMCSA regulations and may not be used

for any other purposes. Unless authorized by Spruce, Driver Partner may not

operate the Auto for another motor carrier or entity during the Delivery Period.

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7.2. Identification of Auto: Before placing the Auto in Spruce’s service, Driver Partner

agrees to apply such identification to the Auto as Spruce may designate under

Applicable Law, provided that Driver Partner must first remove any items that, in

Spruce’s reasonable judgment, would interfere with this identification or be offensive.

Driver Partner agrees to remove or cover up this identification at the termination of

this Equipment Lease, or while operating the Auto for any purpose other than

conducting Spruce business. Driver Partner agrees to keep the Auto in clean

appearance and identified as described herein, at Driver Partner’s expense.

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8. Driver Partner Not Required to Purchase or Rent Products, Equipment, or

Services: Driver Partner is not required to purchase or rent any products, Auto,

equipment, or services from Spruce as a condition of entering into this Equipment Lease.

The terms of any contract under which Driver Partner elects any transaction that gives

Spruce the right to make deductions from Driver Partner’s settlement will be specified in

an appendix or addendum to this Equipment Lease.

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9. Loading and unloading: Driver Partner agrees to be responsible for the loading

or unloading of property at Driver Partner’s expense and with no additional

compensation for those services.

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10. Copies and Statement of Lease: Spruce will keep the original of this Equipment

Lease, and Driver Partner agrees to keep a copy as well. Driver Partner also agrees that

this Equipment Lease or a Statement of Lease in the form appended hereto will be

carried on the Auto during the term of this Equipment Lease. An electronic copy

accessible via the Platform is available and constitutes compliance with this section.This Equipment Lease is effective during Delivery Periods as outlined above in Section

2.1.

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By clicking “I accept”, the parties hereto expressly acknowledge and agree to be

bound by the terms and conditions of the Driver Partner Terms, including the

Addendum and Equipment Lease, and further acknowledge that they are legally

competent to enter into this agreement.

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