Driver Partner Terms & Conditions

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.

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.

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.

1. Agreement Overview

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, functionality and 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.

2. Terms of Use

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.

2.1 Acceptance of Terms

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.

2.2 Eligibility

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.

3. Independent Contractor Relationship Between Driver Partners and Clients

3.1 Independent Contractor Status

Spruce is a federally-licensed motor carrier that enables Driver Partners to provide delivery and/or pickup services to various third parties 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 PERFORMING SERVICES 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.

3.2 No Agency Relationship

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.

3.3 Equipment, Labor, Materials, and Route Selection

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.

3.4 Other Business Activities

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.

3.5 Employees, Affiliates, and Subcontractors

Further, nothing in this agreement is intended to prohibit or discourage, nor should be 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.

3.6 Compliance with Laws

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:

3.7 No Rights to Benefits

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.

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.

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, 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.

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.

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.

5.1 Platform Availability

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.

5.2 Registration Details and Background Checks

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.

5.3 Account Credentials

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.

5.4 Prohibited Account Activity

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.

5.5 Account Suspension and Legal Action

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.

5.6 Customer and Client Data

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.

5.7 Device Security

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.

5.8 Lost or Stolen Devices

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.

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.

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.

6. Third Parties

While performing delivery and/or pickup services through Spruce:

1. 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
2. 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.

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.

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.

8.1 Required Notifications

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.

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.

9. Payment Calculation

9.1 Route Pay

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 item 3 for undelivered packages;
2. For each package, Driver Partner has, within the Veho Driver App, scanned each package upon delivery and provided a proof of delivery photo, not via SMS; and
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.

9.2 Route Pay Adjustments

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.

9.3 Payment Cadence

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.

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 be proportional to the number of packages that were on the delivery route.

10. Confidentiality and Content

10.1 Confidentiality

While providing services under these Driver Partner Terms, Driver Partner may access confidential, proprietary, technical, financial, product, or business information belonging to Spruce, Veho, or other third parties (“Confidential Information”).

Confidential Information does not include information that:

• becomes publicly available through no fault of Driver Partner;
• is lawfully received from a third party without confidentiality restrictions; or
• was already lawfully known by Driver Partner before disclosure and not obtained directly or indirectly from Spruce or Veho.

Driver Partner agrees to:

• keep all Confidential Information strictly confidential;
• use it only as necessary to perform obligations under these Terms; and
• protect it using at least reasonable care and the same level of protection used for Driver Partner’s own confidential information.

Driver Partner may not disclose Confidential Information to any third party without authorization.

All Confidential Information remains the exclusive property of Spruce, Veho, or their respective suppliers and customers. Feedback, reviews, communications, photos, submissions, and information uploaded or provided through the Platform are also owned by Spruce.

These confidentiality obligations survive termination of these Terms for two (2) years, except for trade secrets, which remain protected indefinitely.

Nothing in this section limits disclosures protected under applicable whistleblower or trade secret laws, including disclosures permitted under 18 U.S.C. § 1833(b).

10.2 Content

Spruce or Veho may allow Driver Partner to submit or publish content through the Services, including text, audio, images, feedback, reviews, support requests, messages, or promotional submissions (“Content”).

By submitting Content, Driver Partner agrees that:

• the Content becomes the exclusive property of Spruce; and
• Spruce may use, reproduce, modify, distribute, display, sublicense, and otherwise exploit the Content in any format or medium without compensation.

To the extent Driver Partner retains any intellectual property rights in the Content, Driver Partner grants Spruce a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free license to use such Content for any lawful purpose.

Personal information submitted through the Platform remains subject to the applicable privacy policy.

11. Representations and Warranties

Spruce and Driver Partner each represent and warrant that:

• they have the authority to enter into and perform under these Terms;
• these Terms are legally binding and enforceable;
• performance under these Terms complies with applicable laws and obligations to third parties; and
• any non-individual entity is properly organized and in good standing under applicable law.

Driver Partner additionally represents that they are legally authorized to work in the United States.

12. Disclaimer of Warranties

Driver Partner understands that use of the Services is at their own risk.

The Services, Platform, content, and any related services are provided “AS IS” and “AS AVAILABLE,” without warranties of any kind, express or implied.

To the fullest extent permitted by law, Spruce disclaims all warranties, including:

• merchantability;
• fitness for a particular purpose;
• non-infringement;
• title; and
• warranties arising from course of dealing or trade usage.

Spruce does not guarantee that the Services will be:

• uninterrupted;
• error-free;
• secure;
• accurate;
• reliable; or
• free from viruses or harmful components.

Spruce is not responsible for:

• acts or omissions of users or third parties;
• interactions or transactions between users;
• customer payment failures;
• tax obligations related to transactions; or
• the availability of suitable work opportunities or driver partners.

Nothing in this section limits warranties that cannot legally be excluded under applicable law.

13. Limitation of Liability

To the fullest extent permitted by law, Spruce and its affiliates, licensors, officers, employees, agents, and service providers will not be liable for any indirect, incidental, consequential, punitive, or special damages arising from or related to:

• use of the Services;
• inability to use the Services;
• transactions conducted through the Platform; or
• related websites or content.

This includes damages for:

• lost profits;
• lost revenue;
• loss of business opportunities;
• loss of goodwill;
• emotional distress;
• data loss; or
• personal injury.

Spruce’s maximum aggregate liability under these Terms will not exceed:

• the total amount paid by Driver Partner to Spruce in the prior year; or
• $10 for non-paying users.

This limitation does not apply where liability cannot legally be excluded or limited.

14. Indemnification

Driver Partner agrees to indemnify, defend, and hold harmless Spruce, Veho, and their affiliates, licensors, officers, employees, agents, and representatives from any claims, liabilities, damages, losses, or expenses, including reasonable attorneys’ fees, arising from or related to:

• misuse of the Platform;
• breach of these Terms;
• violation of law;
• negligent or intentional misconduct;
• intellectual property infringement claims;
• worker classification disputes; or
• claims involving Driver Partner’s affiliates, employees, or subcontractors.

This includes claims alleging that Spruce or Veho acted as an employer or joint employer of Driver Partner or related personnel.

15. Governing Law

Except for the Arbitration Agreement, these Terms and any disputes arising under them are governed by the laws of the state where Driver Partner last performed services, without regard to conflict-of-law principles.

16. Arbitration Agreement and Class Action Waiver

16.1 Agreement to Arbitrate

Spruce and Driver Partner agree that most disputes arising out of or related to these Terms, the Platform, Driver Partner’s classification, or services performed will be resolved exclusively through final and binding individual arbitration, rather than in court.

This Arbitration Agreement is governed by the Federal Arbitration Act.

The arbitrator — not a court — has exclusive authority to determine issues relating to interpretation, enforceability, or applicability of this Arbitration Agreement, except where prohibited by law.

16.2 Excluded Claims

The following claims are not subject to arbitration:

• unemployment or workers’ compensation claims;
• ERISA benefit claims;
• claims that federal law prohibits from arbitration; and
• claims excluded under the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act.

Government agency complaints and investigations are also not prohibited.

16.3 Arbitration Procedure

A party initiating arbitration must provide written notice including:

• the parties’ names and addresses;
• the factual and legal basis of the claim; and
• the requested remedy.

Arbitration demands to Spruce must be sent to:

2093 Philadelphia Pike #8346
Claymont, DE 19703

16.4 Class Action and Collective Action Waiver

All disputes must be brought individually.

Driver Partner waives any right to participate in:

• class actions;
• collective actions; or
• representative PAGA actions, except as required by law.

Any unenforceable waiver provisions may be severed and litigated in court where legally required.

16.5 Independent Contractor Status

Entering into this Arbitration Agreement does not alter Driver Partner’s status as an independent contractor.

16.6 Arbitration Rules

Unless otherwise stated:

• arbitration will follow AAA Commercial Arbitration Rules;
• arbitration will be conducted by a single arbitrator;
• the arbitrator will typically be a former state or federal judge;
• arbitration will occur where Driver Partner last performed services unless otherwise agreed; and
• Spruce will pay arbitration-specific costs except filing fees required from Driver Partner.

The arbitrator may:

• permit reasonable discovery;
• decide motions;
• award remedies available under applicable law; and
• issue written decisions with findings and conclusions.

16.7 Survival and Severability

This Arbitration Agreement survives termination of the relationship between the parties.

If any portion is found unenforceable, the remaining provisions remain in effect.

Any modifications must be signed by both Driver Partner and an authorized Spruce representative.

17. Term and Termination

These Terms remain effective until terminated by either party.

Driver Partner may terminate at any time with written notice, provided any active route is completed.

Spruce may terminate for material breach.

Certain obligations survive termination, including:

• payment obligations;
• tax reporting obligations; and
• arbitration obligations.

Veho may also suspend or terminate Platform access to protect its rights and interests.

18. Force Majeure

Spruce is not liable for delays or failures caused by events outside its reasonable control, including cyberattacks or malicious third-party interference, absent gross negligence or willful misconduct.

19. Geography

The Platform is intended only for persons located in the United States.

Users accessing the Platform from outside the U.S. do so at their own risk and are responsible for compliance with local laws.

20. Changes to the Driver Partner Terms

Spruce may modify these Terms at any time, except for certain Arbitration Agreement provisions.

Changes become effective upon posting unless otherwise required by law.

Continued use of the Platform after updates constitutes acceptance of the revised Terms.

21. Waiver and Severability

Failure by Spruce to enforce any provision does not waive future enforcement rights.

If any provision is found unenforceable, the remaining provisions remain valid and enforceable.

22. Entire Agreement

These Terms, including the Equipment Lease and incorporated agreements, constitute the entire agreement between Driver Partner and Spruce regarding use of the Platform and related services.

23. Assignment

Driver Partner may not assign or transfer rights or obligations under these Terms without Spruce’s prior written consent.

Spruce may assign these Terms at its discretion, including in connection with a business transfer or sale.

24. Notice

Driver Partner agrees that notices sent to the email address on file constitute valid legal notice under these Terms.

25. Headings

Section headings are included for convenience only and do not affect interpretation of these Terms.

26. No Strict Construction

These Terms shall not be interpreted against either party based on authorship.

27. Signature

These Terms and related agreements may be executed electronically, digitally, physically, or by facsimile signature, all of which are legally binding.

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Last updated: May 21, 2025

This Addendum Related to Spruce’s Driver Partner Terms and Conditions (“Addendum”) is entered into by a Driver Partner, as that term is used in Spruce’s Driver Partner Terms and Conditions, and Spruce Transport Operations LLC (“Spruce”).

This Addendum is a supplemental agreement expressly incorporated into Spruce’s Driver Partner Terms and Conditions. Any term used in this Addendum that is defined in Spruce’s Driver Partner Terms and Conditions, and is not otherwise defined herein, shall have the meaning assigned to it in Spruce’s Driver Partner Terms and Conditions.

The parties agree as follows:

Driver Partner is an independent contractor engaged in its own independently controlled and operated business that utilizes Spruce pursuant to Spruce’s Driver Partner Terms and Conditions.

Spruce is 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”).

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. Driver Partners do not have a contractual relationship with Veho.

Driver Partner and Spruce mutually desire and agree to enter into this Addendum to further define the terms and conditions under which Driver Partner may work with Spruce.

Therefore, in consideration of the foregoing, and for other good and valuable consideration, Driver Partner and Spruce agree as follows:

1. Suspension; Deactivation from Access to the Software and Service

1(A)

With the exception of Section 1(B) below, Driver Partner understands and agrees that, pursuant to having access to Veho’s platform, services, and tools through its relationship with Spruce, Spruce reserves the right to immediately suspend access to conduct an investigation into, or deactivate Driver Partner’s access to, the Platform in the event of any act or omission by Driver Partner that constitutes a material breach of Spruce’s Driver Partner Terms and Conditions, in the sole discretion of Spruce, including but not limited to the following:

1.1

Driver Partner’s tampering with, intentionally damaging, or stealing any part of or all of a delivery Driver Partner is to make through use of the Platform.

1.2

Documented complaint by Clients, Veho or Spruce employees, or other Driver Partners that Driver Partner engaged in conduct that a reasonable person would find violent, physically threatening, highly offensive, abusive, or harassing.

1.3

Driver Partner’s use of drugs or alcohol, or being intoxicated, while providing services via Spruce or using the Platform.

1.4

A major driving violation, such as a citation for reckless driving, while transporting a delivery Driver Partner is to make through use of the Platform.

1.5

Driver Partner’s use of the Platform for any criminal, fraudulent, or unlawful activity.

1.6

Driver Partner’s failure to maintain a satisfactory Quality Rating, as defined below, and/or failure to follow other Platform quality standards, including but not limited to late route cancellations, undelivered packages, delivered packages the customer did not receive, failure to follow customer instructions, or delays in returning packages to the warehouse when delivery issues arise.

1.7

Driver Partner’s damage to or destruction of Client’s, Veho’s, or Spruce’s property.

1.8

Driver Partner’s unnecessary and excessive delay in completion of routes. If there is an issue that will result in a delay, Spruce requests that Driver Partner inform Spruce so it can keep the Client informed on the status of its delivery.

1.9

Driver Partner’s inclusion with or attachment of materials, including but not limited to stickers, cards, or tracts, to the inside or outside of any delivery. This provision does not prohibit the attachment of materials necessary to complete the delivery, such as address labels.

1.10

Driver Partner’s delivery of packages inside USPS-designated mailboxes.

1.11

Driver Partner’s use of bots or bot programs to access or accept routes on the Platform.

1.12

Driver Partner’s failure to provide a valid driver’s license for identity verification upon arrival to a Veho facility prior to picking up a route. If the license does not match Veho’s records, you will be removed from the route.

1.13

Driver Partner’s failure to provide the customer with a delivery scan or proof-of-delivery photo for any delivered package within the Veho Driver App.

Driver Partner’s deactivation from access to the Platform shall not be deemed to alter, modify, or waive any separate contractual provision between Spruce and Driver Partner, including with respect to termination of their separate contractual arrangement.

1(B)

If Driver Partner provides services in Colorado, Driver Partner understands and agrees that Spruce complies with Colorado Revised Statute § 8-4-12 and the Colorado Deactivation Policy applies to them instead of the process outlined above in Section 1(A).

2. Rating Framework

Veho only contracts with Spruce with the expectation that Spruce will only work with employees, contractors, and agents that offer high-quality service and professionalism.

Therefore, Veho utilizes a quality rating system (“Quality Rating”) designed to allow the Clients who use its Platform to provide feedback on the level of service provided by those Driver Partners that accept requests for service via the Platform.

Driver Partner understands that there is a minimum Quality Rating Driver Partner must maintain to continue receiving access to the Service.

2.1

Veho reserves the right, at all times and at Veho’s sole discretion, to reclaim, prohibit, suspend, limit, or otherwise restrict any Driver Partner operating under its license with Spruce from accessing or using the Platform if the Driver Partner fails to maintain the minimum Quality Rating required by the Clients of the Platform.

If Driver Partner’s Quality Rating falls below the applicable minimum Quality Rating, Veho will notify Driver Partner by email or other written means.

If Driver Partner’s Quality Rating, based on Client feedback, has not increased above the minimum, Veho may deactivate Driver Partner’s access to the Platform.

3. Relationship Between Veho and Driver Partner

Driver Partner understands that its access to Veho’s software and services is in no way intended to create an employer-employee relationship between Veho and Driver Partner for any purpose.

Driver Partner represents that it specifically desires to operate as an independent contractor through Spruce with respect to the services performed under this Addendum.

4. Dispute Resolution

Driver Partner agrees that any dispute, claim, or controversy arising out of or relating to this Addendum, or the breach, termination, enforcement, interpretation, or validity thereof, or performance of services pursuant to the Driver Partner Terms and Conditions, will be settled by binding arbitration in accordance with the terms set forth in the Arbitration Agreement and Class Action Waiver contained in Article I.

5. Client Requirements

Driver Partner understands that certain Clients of Veho or its affiliates have requirements applicable to services that Driver Partner may provide to such Clients.

By accepting a load from such Clients, Driver Partner agrees to comply with such requirements and agrees to be responsible for ensuring that all of Driver Partner’s employees and subcontractors are in compliance with the same.

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 that is defined in the Driver Partner Terms, and is not otherwise defined herein, shall have the meaning assigned 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 perform all services contemplated by this Equipment Lease (“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 when Driver Partner presses “Start Route” in the Platform to begin a route. The Platform’s indication that the route has commenced constitutes 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 occurs earlier), constitutes a receipt from Driver Partner upon termination of the lease under 49 C.F.R. § 376.11(b).

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” Definition

The “Delivery Period” begins when:

• all packages for a delivery route are tendered to Driver Partner by Veho; and
• Driver Partner begins driving the delivery route.

The Delivery Period ends on the same day when any of the following occurs:

a)

All packages have been delivered or transferred.

b)

Driver Partner is no longer actively attempting to deliver or return the remaining packages to Veho.

The Delivery Period does not include time during which Driver Partner is engaged in personal activities unrelated to delivery services, including personal errands.

During the Delivery Period:

• any Auto used to provide Services is considered leased under the Leasing Regulations; and
• Driver Partner leases the Auto and provides Services under the exclusive possession, use, and control of Spruce.

The effective and termination dates of the Equipment Lease are determined by the Delivery Period.

Driver Partner must re-qualify annually under criteria established by Spruce in order to enter into Equipment Leases.

Spruce does not guarantee:

• any minimum number of shipments;
• any amount of revenue or profit; or
• use of the Auto at any specific time or location.

This Equipment Lease is not an employment agreement.

2.2 Obligations Upon Termination

Upon the later of:

• termination of this Equipment Lease; or
• completion of the Services,

Driver Partner agrees to:

a)

Remove all Spruce identification from the Auto and, upon request, provide written confirmation certifying removal.

b)

Return all property and undelivered freight, in good working condition, to the location specified by Spruce.

If Driver Partner fails to comply, Driver Partner agrees to reimburse Spruce for:

• expenses incurred restoring items to good working condition;
• recovery expenses;
• reasonable attorneys’ fees; and
• collection costs.

Spruce may pursue any additional remedies permitted by law or this Equipment Lease.

3. Gross Compensation

3.1 In General

Driver Partner’s gross compensation, as described in Section 3.2, constitutes total compensation for:

• use of the Auto;
• driving services;
• non-driving work;
• waiting time;
• loading and unloading;
• fueling;
• repairs and maintenance; and
• all other services related to this Equipment Lease.

Driver Partner is an independent contractor and not an employee of Spruce.

Unless otherwise required by law, Driver Partner is responsible for all operating expenses.

Spruce may provide electronic notice of changes to compensation before a trip begins. By accepting cargo for delivery, Driver Partner accepts the updated compensation terms.

3.2 Compensation

Compensation is paid as a flat rate per route.

The minimum flat rate for each route will be displayed 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 an amount greater than the accepted minimum rate. Driver Partner is deemed to have accepted the increased amount unless disputed within ten (10) days after notice of payment.

3.3 Settlement

Spruce will settle and pay compensation within fifteen (15) days after Driver Partner submits:

• required FMCSA driver logs, if applicable; and
• documents necessary for Spruce to secure payment from its customer, including delivery receipts and supporting documentation.

Payment is not contingent upon submission of a bill of lading free of exceptions.

3.4 Adjustments to Compensation

If Driver Partner elects occupational accident insurance through Spruce, compensation will be reduced by the applicable coverage cost.

Current insurance rates will be clearly specified in the enrollment materials and deducted on a per-trip basis.

Except for:

• occupational accident insurance adjustments; and
• deductions described in Article I, Section 9,

Spruce will not deduct or charge back compensation unless required by law.

Where deductions are legally required:

• they will be made without administrative markup; and
• Driver Partner will receive documentation supporting the validity of the deduction.

4. Insurance

The parties agree to maintain insurance as described in Sections 3.9 and 4 of the Driver Partner Terms, which are incorporated into this Equipment Lease.

If Driver Partner elects occupational accident coverage, Spruce may recover the applicable amounts described in Section 5.

If Driver Partner fails to provide evidence of required insurance coverage, Spruce may obtain coverage at Driver Partner’s expense and recover associated costs.

Driver Partner acknowledges that:

• Spruce is not an insurance provider; and
• all insurance coverage is subject to the terms, conditions, and exclusions of the applicable policy.

Spruce will provide:

• certificates of insurance meeting 49 C.F.R. § 376.12(j)(2); and
• copies of policies upon request.

5. Driver Partner’s Operating Expenses

Driver Partner is responsible, at Driver Partner’s expense, for providing the Auto in safe and roadworthy condition, including:

• licenses;
• permits;
• cab cards;
• registration;
• base plates;
• fuel;
• lubricants;
• tires;
• repairs;
• maintenance; and
• all operating supplies.

Unless otherwise required by law or this Equipment Lease, Driver Partner is also responsible for:

• fuel taxes;
• registration fees;
• permits;
• tribal fees;
• tolls;
• ferry charges;
• detention charges; and
• accessorial charges caused by failure to provide required documentation.

6. Cargo Claims

Unless prohibited by law, Driver Partner is liable for cargo claims arising from or related to Driver Partner’s services, including:

• delays;
• shortages;
• mis-delivery;
• lost cargo;
• damaged cargo; and
• contaminated loads.

Driver Partner authorizes Spruce to recover such amounts.

7. Possession and Identification of Auto

7.1 Exclusive Possession and Responsibility

Spruce shall have exclusive possession, control, and use of the Auto during the Delivery Period and assumes complete responsibility for operation of the Auto during that time.

These declarations are made solely to comply with FMCSA regulations and may not be used for other purposes.

Unless authorized by Spruce, Driver Partner may not operate the Auto for another carrier during the Delivery Period.

7.2 Identification of Auto

Driver Partner agrees to apply any legally required identification designated by Spruce before placing the Auto into service.

Driver Partner must first remove any items that:

• interfere with the identification; or
• are deemed offensive by Spruce.

Driver Partner agrees to remove or cover such identification upon termination of the Equipment Lease or when operating the Auto outside Spruce business.

Driver Partner is responsible for maintaining the Auto in a clean appearance.

8. No Requirement to Purchase Products or Services

Driver Partner is not required to purchase or rent products, Autos, equipment, or services from Spruce as a condition of entering into this Equipment Lease.

Any agreement allowing Spruce to deduct amounts from settlements will be specified separately in an appendix or addendum.

9. Loading and Unloading

Driver Partner is responsible, at Driver Partner’s expense and without additional compensation, for loading and unloading property.

10. Copies and Statement of Lease

Spruce will maintain the original Equipment Lease, and Driver Partner agrees to maintain a copy.

Driver Partner also agrees that either:

• this Equipment Lease; or
• a Statement of Lease,

will be carried in the Auto during the term of the Equipment Lease.

An electronic copy accessible through the Platform satisfies this requirement.

This Equipment Lease is effective only during Delivery Periods as defined in Section 2.1.
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By clicking “I accept,” the parties acknowledge and agree to be bound by the Driver Partner Terms, including this Addendum and Equipment Lease, and further acknowledge that they are legally competent to enter into this agreement.