waddili App

Carrier Terms and Conditions

Last update: December 12, 2022

This Carrier Terms and Conditions (“Agreement”) constitutes a legal agreement between you, an individual (“you”) and Waddili E-Marketplace Service Provider (“Company”), a private limited liability company established in Palestine, having its offices at Nablus, West Bank, Palestine, registered at the Ministry of National Economy under number 562771444 .

Waddili Services enable an authorized logistic provider (“Carrier”) to receive and fulfill requests for delivery services from an authorized user of Waddili’s mobile applications. You desire to enter into this Agreement for the purpose of accessing and using the Waddili Services.

You acknowledge and agree that Company is a technology services provider that does not provide Delivery or logistic services.

In order to use the Waddili Services, you must agree to the terms and conditions that are setforth below. Upon your execution (electronic or otherwise) of this Agreement, you and Company shall be bound by the terms and conditions set forth herein.

IMPORTANT: PLEASE NOTE THAT TO USE THE WADDILI SERVICES, YOU MUST AGREE TO THE TERMS AND CONDITIONS SETFORTH BELOW. BY VIRTUE OF YOUR ELECTRONIC EXECUTION OF THIS AGREEMENT, YOU WILL BE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION.

1.Definitions

1.1 “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest or the majority of the voting rights of such entity.

1.2 “Company Data” means all data related to the access and use of the Waddili Services hereunder, including all data related to Users (including User Information), all data related to the provision of Delivery Services via the Waddili Services and the Carrier App, and the Carrier ID.

1.3 “Carrier App” means the mobile application provided by Company that enables logistic providers to access the Waddili Services for the purpose of seeking, receiving and fulfilling on-demand requests for delivery services by Users, as may be updated or modified from time to time.

1.4 “Carrier ID” means the identification and password key assigned by Company to you that enables you to use and access the Carrier App.

1.5 “Fare” has the meaning set forth in Section 4.1.

1.6 “Service Fee” has the meaning set forth in Section 4.4.

1.7 “Territory” means the city or governate areas which you are enabled by the Carrier App to receive requests for Delivery Services.

1.8 “Delivery Services” means your provision of P2P delivery services to Users via the Waddili Services in the Territory using the registered Vehicle or any means of transportation.

1.9 “Waddili Services” mean Waddili’s on-demand lead generation and related services licensed by Waddili that enable delivery providers to seek, receive and fulfill on-demand requests for delivery services by Users seeking delivery services; such Waddili Services include access to the Carrier App and Waddili’s software, websites, payment services as described in Section 4 below, and related support services systems, as may be updated or modified from time to time.

1.10 “User” means an end user authorized by Waddili to use the Waddili mobile application for the purpose of obtaining Delivery Services offered by You.

1.11 “User Information” means information about a User made available to you in connection with such User’s request for and use of Delivery Services, which may include the User’s name, pick-up and delivery locations, contact information and photo.

1.12 “Vehicle” means your vehicle that: (a) meets the then-current Company requirements for a registered vehicle on the Waddili Services; and (b) Company authorizes for your use for the purpose of providing Delivery Services.

1.13 “Your Device” means a mobile device owned or controlled by you: (a) that meets the then-current Company specifications for mobile devices; and (b) on which the Carrier App has been installed as authorized by Company solely for the purpose of providing Delivery Services.

2.Use of the Waddili Services

2.1 Carrier ID. Waddili will issue you a Carrier ID to enable you to access and use the Carrier App on a Device in accordance with this Agreement. Company reserves the right to deactivate your Carrier ID if you have not fulfilled a request for Delivery Services using the Carrier App at least twice a month, or achieved less than 2.0 rating score or received 3 or more complaints by users. You agree that you will maintain your Carrier ID in confidence and not share your Carrier ID with any third party. You will immediately notify Company of any actual or suspected breach or improper use or disclosure of your Carrier ID or the Carrier App.

2.2 Provision of Delivery Services. When the Carrier App is active, User requests for Delivery Services may appear to you via the Carrier App if you are available and in the vicinity of the User. If you accept a User’s request for Delivery Services, the Waddili Services will provide you with certain User Information via the Carrier App, including the User’s first name and pickup and delivery locations. In order to enhance User satisfaction with the Waddili mobile application and your Delivery Services, it is recommended that you wait at least ten (10) minutes for a User to show up at the requested pick-up location. You will obtain the destination from the User, either in person upon pickup or from the Carrier App if the User elects to enter such destination via Waddili’s mobile application. You acknowledge and agree that once you have accepted a User’s request for Delivery Services, Waddili’s mobile application may provide certain information about you to the User, including your full name, contact information, personal photo and location, and your Vehicle’s make and license plate number. You shall not contact any Users or use any User’s personal data for any reason other than for the purposes of fulfilling Delivery Services. As between Company and you, you acknowledge and agree that: (a) you shall be solely responsible for determining the most effective, efficient and safe manner to perform each instance of Delivery Services; and (b) except for the Waddili Services or any Company Devices (if applicable), you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to perform Delivery Services. (c) You will be responsible for the safety of the parcels and their delivery without causing any damage, alteration or tampering…etc. (d) The parcels and their contents are considered the full property of the user and you have no right to dispose them or part of them either by owning, using, renting, selling or disclosing any of them and you will bear full responsibility for your failure to comply with this (e) Neither the company nor any of its subsidiaries, owned companies, partners or their representatives shall bear any consequences or claims related to your breach of the above-mentioned items. (f) You have the right to ask any user to inspect the parcels and their contents prior to pickup and to ensure that there are no prohibited materials that fall under clause 2.9 below.

2.3 Your Relationship with Users. You acknowledge and agree that your provision of Delivery Services to Users creates a direct business relationship between you and the User. Company is not responsible or liable for the actions or inactions of a User in relation to you, your activities or your Vehicle. You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your provision of Delivery Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws including motor vehicle financial responsibility laws) regarding any acts or omissions of a User or third party. You acknowledge and agree that Company may release your contact and/or insurance information to a User upon such User’s reasonable request. You acknowledge and agree that, unless specifically consented to by a User, you are not allowed to transport people during the performance of Delivery Services for such User. You acknowledge and agree that all Users packages should be delivered directly to their specified locations, as directed by the applicable User, without unauthorized interruption or unauthorized stops.

2.4 Your Relationship with Company.

You acknowledge and agree that Company’s provision to you of the Carrier App and the Waddili Services creates a direct business relationship between Company and you. Company does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Delivery Services, your acts or omissions, or your operation and maintenance of your Vehicle.

You retain the sole right to determine when, where, and for how long you will utilize the Carrier App or the Waddili Services. You retain the option, via the Carrier App, to attempt to accept or to decline or ignore a User’s request for Delivery Services via the Waddili Services. With the exception of any signage required by local law or permit/license requirements, You acknowledge that you have no right to: (a) display Company’s or any of its Affiliates’ names, logos or colors on your Vehicle(s); or (b) wear a uniform or any other clothing displaying Company’s or any of its Affiliates’ names, logos or colors.

You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities. For the sake of clarity, you understand that you retain the complete right to; (i) use other software application services in addition to the Waddili Services; and (ii) engage in any other occupation or business.

Company retains the right to deactivate or otherwise restrict you from accessing or using the Carrier App or the Waddili Services in the event of a violation or alleged violation of this Agreement, your disparagement of Company or any of its Affiliates, your act or omission that causes harm to Company’s or its Affiliates’ brand, reputation or business as determined by Company in its sole discretion.

2.5 Ratings.

2.5.1 You acknowledge and agree that: (a) after receiving Delivery Services, a User will be prompted by Waddili’s mobile application to provide a rating of you and such Delivery Services and, optionally, to provide comments or feedback about you and such Delivery Services; and (b) after providing Delivery Services, you will be prompted by the Carrier App to provide a rating of the User and, optionally, to provide comments or feedback about the User. You shall provide your ratings and feedback in good faith.

2.5.2 You acknowledge that Company desires that Users have access to high-quality services via Waddili’s mobile application. In order to continue to receive access to the Carrier App and the Waddili Services, you must maintain an average rating by Users that exceeds the minimum average acceptable rating established by Company for your Territory, as may be updated from time to time by Company in its sole discretion (“Minimum Average Rating”). Your average rating is intended to reflect Users’ satisfaction with your Delivery Services rather than your compliance with any of Company’s policies or recommendations. In the event your average rating falls below the Minimum Average Rating, Company will notify you and may provide you, in Company’s discretion, a limited period of time to raise your average rating above the Minimum Average Rating. If you do not increase your average rating above the Minimum Average Rating within the time period allowed (if any), Company reserves the right to deactivate your access to the Carrier App and the Waddili Services. Additionally, you acknowledge that your repeated failure to accept User requests for Delivery Services while you are logged in to the Carrier App creates a negative experience for Users of Waddili’s mobile application.

If you do not wish to accept User requests for Delivery Services for a period of time, you agree that you will log off of the Carrier App.

2.5.3 Company and its Affiliates reserve the right to use, share and display your and User ratings and comments in any manner in connection with the business of Company and its Affiliates without attribution to you or your approval. You acknowledge and agree that Company and its Affiliates are distributors (without any obligation to verify) and not publishers of your and User ratings and comments, provided that Company and its Affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or Company’s or its Affiliates’ content policies.

2.6 Devices.

You are responsible for the acquisition, cost and maintenance of Your Devices as well as any necessary wireless data plan; and (ii) Company shall make available the Carrier App for installation on Your Device. Company hereby grants you a personal, non-exclusive, non-transferable license to install and use the Carrier App on Your Device solely for the purpose of providing Delivery Services. You agree to not provide, distribute or share, or enable the provision, distribution or sharing of, the Carrier App (or any data associated therewith) with any third party.

The foregoing license grant shall immediately terminate and you will delete and fully remove the Carrier App from the Carrier-Provided Device in the event that you cease to provide Delivery Services using Your Device.

You agree that: (i) use of the Carrier App on Your Device requires an active data plan with a wireless carrier associated with Your Device, which data plan will be provided by you at your own expense; and (ii) use of the Carrier App on Your Device as an interface with the Waddili Services may consume very large amounts of data through the data plan.

COMPANY ADVISES THAT YOUR DEVICE ONLY BE USED UNDER A DATA PLAN WITH UNLIMITED OR VERY HIGH DATA USAGE LIMITS, AND COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FEES, COSTS, OR OVERAGE CHARGES ASSOCIATED WITH ANY DATA PLAN.

2.7 Location Based Services.

You acknowledge and agree that your geo-location information must be provided to the Waddili Services via your Device in order to provide Delivery Services. You acknowledge and agree that: (a) your geo-location information may be obtained by the Waddili Services while the Carrier App is running; and (b) the approximate location of your Vehicle will be displayed to the User before and during the provision of Delivery Services to such User.

In addition, Company and its Affiliates may monitor, track and share with third parties Carrier’s geo-location information obtained by the Carrier App and Device for safety and security purposes.

2.8 Restricted Activities and List of Prohibited Materials

With respect to your use of the Waddili Platform (carrier application) and your participation in the Services, you agree that you will not: (i) impersonate any person or entity (ii) stalk, threaten, or otherwise harass any person (including other Users making simultaneous use of the Service), or carry any weapons (iii) violate any law, statute, rule, permit, ordinance or regulation (iv) interfere with or disrupt the Services or the Waddili Platform or the servers or networks connected to the Waddili Platform (v) post information or interact on the Waddili Platform or with respect to Services in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal (vi) use narcotics or alcohol (vii) use the Waddili Platform in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy (viii) post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information (ix) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Waddili Platform (x) “frame” or “mirror” any part of the Waddili Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose (xi) modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Waddili Platform or any software used on or for the Waddili Platform (xii) rent, lease, lend, sell, redistribute, license or sublicense the Waddili Platform or access to any portion of the Waddili Platform (xiii) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Waddili Platform or its contents (xiv) link directly or indirectly to any other web sites (xv) transfer or sell your carrier account, password and/or identification to any other party (xvi) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation (xvii) cause any third party to engage in the restricted activities above

n the event that you undertake in any of the above while participating in Services, you are permitted to refuse to provide the Services or, if such Services have commenced, you are permitted to refuse to continue to provide the Services.

2.9 List of Prohibited Materials

Any carrier is prohibited from accepting any delivery service for any of the parcels (materials, equipment, luggage, tools…etc.) mentioned below, and Wadili and its subsidiaries do not bear any responsibility resulting from the request to deliver any of the parcels mentioned below, and the carrier is solely responsible for non-compliance with it and bears full responsibility Infront of security authorities and government agencies.

You must refrain from carrying carry-on items set out below which are a statement of the carry-on restrictions, in addition to the separate and additional bans applicable to parcels, and if you do not comply with these or any of these restrictions, you bear all legal responsibility. In addition to the foregoing, you shall not be entitled to claim compensation in the event that any prohibited material contained in the user's parcels is unlawfully damaged or causes damage to the parcels.

You must refrain from transferring any of the following parcels:

1. Materials that are likely to endanger you as a carrier, your vehicle or the property on board, such as those specified in the ICAO Technical Guidelines for the Safe Transport of Dangerous Goods by Air and in the IATA Regulations for the Transport of Dangerous Goods.

2. OR MATERIALS PROHIBITED BY LAWS, REGULATIONS, ORDERS, GOVERNMENT POLICIES, AIRPORT POLICIES, LAND OR SEA BORDER OR INTERNAL COUNTRY LOCAL TRANSPORTATION IN ANY COUNTRY YOU INTEND TO DELIVER YOUR PARCELS BY AIR, LAND OR SEA FROM, TO, OR WITHIN.

3. Or materials that are classified as unsuitable for transportation because of their dangerous or unsafe nature, or because of their weight, size, shape, characteristics, or fragile or perishable materials, after taking into account, for example, the type of transportation used.

4. Military equipment, real or imitated weapons, combat weapons, explosive ammunition, or anything that may contain explosive materials (such as holiday crackers, fireworks, or crackers), incendiary or flammable materials.

Or bladed weapons of any kind, model, shape or size.5.

Or envelope opening tools.6.

Or sharp metal cutlery.7.

8. Shooting or hunting tools.

9. Or slingshots.

Or razor blades.10.

11. Or arrows.

12. Or shears.

13. Injection needles or syringes (unless required for medical reasons and accompanied by a medical certificate confirming the medical condition requiring transfer).

14. OR TOOLS “REMOVER”.

15. OR Martial arts tools.

16. Toxic substances, prohibited dangerous drugs, and narcotics in all their forms and types.

17. Or any material that security officials at airports, land, sea or internal borders believe may be used or modified for the purpose of being used as a weapon that is likely to cause bodily injury or temporary disability or represent any other type of security or safety threat.

It is your responsibility (as a carrier) to verify the security requirements applicable to the system of international or domestic flights or land transport. You, as a carrier, have the right to inspect all the parcels and ensure that they comply with the specifications of the customer request and ensure that they are free from the prohibited materials intended to be delivered. Airport security staff, land or sea border crossings, or local authorities may confiscate any of your parcels, and you will be responsible for your failure to comply with the above.

3.You and Your Vehicle

3.1 Your Requirements. You acknowledge and agree that at all times, you shall: (a) hold and maintain (i) a valid Carrier's license with the appropriate level of certification to operate your Vehicle, and (ii) all licenses, permits, approvals and authority applicable to you that are necessary to provide Delivery services to third parties in the Territory; (b) possess the appropriate and current level of training, expertise and experience to provide Delivery Services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy. You acknowledge and agree that you may be subject to certain background and driving record checks from time to time in order to qualify to provide, and remain eligible to provide, Delivery Services. You acknowledge and agree that Company reserves the right, at any time in Company’s sole discretion, to deactivate or otherwise restrict you from accessing or using the Carrier App or the Waddili Services if you fail to meet the requirements set forth in this Agreement.

3.2 Vehicle Requirements. You acknowledge and agree that your Vehicle shall at all times be: (a) properly registered and licensed to operate as a Delivery vehicle in the Territory; (b) owned or leased by you, or otherwise in your lawful possession; (c) suitable for performing the Delivery services contemplated by this Agreement; and (d) maintained in good operating condition, consistent with industry safety and maintenance standards for a Vehicle of its kind and any additional standards or requirements in the applicable Territory, and in a clean and sanitary condition.

3.3 Documentation. To ensure your compliance with all requirements in Sections 3.1 and 3.2 above, you must provide Company with written copies of all such licenses, permits, approvals, authority, registrations and certifications prior to your provision of any Delivery Services. Thereafter, you must submit to Company written evidence of all such licenses, permits, approvals, authority, registrations and certifications as they are renewed. Company shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications Company shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and your failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. Company reserves the right to independently verify your documentation from time to time in any way Company deems appropriate in its reasonable discretion.

4.Financial Terms

4.1 Fare Calculation and Your Payment. You are entitled to charge a fare for each instance of completed Delivery Services provided to a User that are obtained via the Waddili Services (“Fare”), where such Fare is calculated based upon a base fare amount plus extra mile fare (as determined by Company) and/or fare matrix as available in the carrier application.

You acknowledge and agree that the Fare provided under the Fare Calculation is the only payment you will receive in connection with the provision of Delivery Services, and that neither the Fare nor the Fare Calculation includes any gratuity.

You are also entitled to charge User for any Tolls, taxes or fees incurred during the provision of Delivery Services, if applicable. For electronic payments: (i) You appoint Company as your limited payment collection agent solely for the purpose of accepting the Fare, applicable taxes and fees from the User on your behalf via the payment processing functionality facilitated by the Waddili Services; and (ii) You agree that payment made by User to Company (or to an Affiliate of Company acting as an agent of Company) shall be considered the same as payment made directly by User to you. In addition, the parties acknowledge and agree that as between you and Company, the Fare is a recommended amount, and the primary purpose of the pre-arranged Fare is to act as the default amount in the event you do not adjust a different amount. You shall always have the right to adjust delivery fees prior receiving delivery order through Waddili carrier application within the allowable limits set by the company.

4.2 Changes to Fare Calculation. Company reserves the right to change the Fare Calculation at any time in Company’s discretion based upon local market factors. Your continued use of the Waddili Services after any such change in the Fare Calculation shall constitute your consent to such change.

4.3 Fare Adjustment. Company reserves the right to: (i) adjust the Fare for a particular instance of Delivery Services (e.g., you took an inefficient route, you failed to properly end a particular instance of Delivery Services in the Carrier App, technical error in the Waddili Services, etc.); or (ii) cancel the Fare for a particular instance of Delivery Services (e.g., User is charged for Delivery Services that were not provided, in the event of a User complaint, fraud, etc.). Company’s decision to adjust or cancel the Fare in any such manner shall be exercised in a reasonable manner.

4.4 Service Fee. In consideration of Company’s provision of the Carrier App and the Waddili Services for your use and benefit hereunder, you agree to pay Company a service fee on a per Delivery Services transaction basis calculated as a percentage (fixed at 20%) of the Fare determined by the Fare Calculation (regardless of any Negotiated Fare. In the event regulations applicable to your Territory require taxes to be calculated on the Fare, Company shall calculate the Service Fee based on the Fare net of such taxes. Company reserves the right to change the Service Fee at any time in Company’s discretion based upon local market factors. Your continued use of the Waddili Services after any such change in the Service Fee calculation shall constitute your consent to such change.

4.5

Cancellation Charges. You acknowledge and agree that Users may elect to cancel requests for Delivery Services that have been accepted by you via the Carrier App at any time prior to your arrival at pickup location. In the event that a User cancels an accepted request for Delivery Services, Company may charge the User a cancellation fee on your behalf. If charged, this cancellation fee shall be deemed the Fare for the cancelled Delivery Services for the purpose of remittance to you hereunder (“Cancellation Fee”).

The parties acknowledge and agree that as between you and Company, this Cancellation Fee is a recommended amount, and the primary purpose of such Cancellation Fee is to act as the default amount in the event you do not negotiate a different amount.

f charged, the Cancellation Fee shall be deemed the Fare for the cancelled Delivery Services for the purpose of remittance to you hereunder.

4.6 No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Company and its Affiliates may seek to attract new Users to Waddili and to increase existing Users’ use of Waddili’s mobile application. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.

4.7

Taxes. You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Delivery Services as required by applicable law; and (b) provide Company with all relevant tax information.

You further acknowledge and agree that you are responsible for taxes on your own income arising from the performance of Delivery Services.

Notwithstanding anything to the contrary in this Agreement, Company may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of Delivery Services and/or provide any of the relevant tax information you have provided pursuant to the foregoing requirements in this Section 4.7 directly to the applicable governmental tax authorities on your behalf or otherwise.

5.Proprietary Rights; License

5.1 License Grant. Subject to the terms and conditions of this Agreement, Company hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the Waddili Services (including the Carrier App) solely for the purpose of providing Delivery Services to Users and tracking resulting Fares and Fees. All rights not expressly granted to you are reserved by Company, its Affiliates and their respective licensors.

5.2

Restrictions. You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Waddili Services and Carrier App in any way; (b) modify or make derivative works based upon the Waddili Services or Carrier App; (c) improperly use the Waddili Services or Carrier App, including creating Internet “links” to any part of the Waddili Services or Carrier App, “framing” or “mirroring” any part of the Waddili Services or Carrier App on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Waddili Services or Carrier App; (d) reverse engineer, decompile, modify, or disassemble the Waddili Services or Carrier App, except as allowed under applicable law; or (e)send spam or otherwise duplicative or unsolicited messages.

In addition, you shall not, and shall not allow any other party to, access or use the Waddili Services or Carrier App to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Waddili Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Waddili Services; or (iv) attempt to gain unauthorized access to the Waddili Services or its related systems or networks.

5.3

Ownership. The Waddili Services, Carrier App and Company Data, including all intellectual property rights therein are and shall remain (as between you and Company) the property of Company, its Affiliates or their respective licensors. Neither this Agreement nor your use of the Waddili Services, Carrier App or Company Data conveys or grants to you any rights in or related to the Waddili Services, Carrier App or Company Data, except for the limited license granted above. Other than as specifically permitted by the Company in connection with the Waddili Services, you are not permitted to use or reference in any manner Company’s, its Affiliates’, or their respective licensors’ company names, logos, products and service names, trademarks, service marks, trade dress, copyrights or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs (the "WADDILI Marks and Names") for any commercial purposes.

You agree that you will not try to register or otherwise use and/or claim ownership in any of the WADDILI Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.

6.Confidentiality

6.1

ach party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information").

Confidential Information includes Company Data, Carrier IDs, User Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.

6.2 Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Company, its internal record-keeping requirements).

6.3 Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.

7.Privacy

7.1 Disclosure of Your Information. Subject to applicable law, Company and its Affiliates may, but shall not be required to, provide to you, a User, an insurance company and/or relevant authorities and/or regulatory agencies any information (including personal information (e.g., information obtained about you through any background check) and any Company Data) about you or any Delivery Services provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident, between you and a User; (b) it is necessary to enforce the terms of this Agreement; (c) it is required, in Company’s or any Affiliate’s sole discretion, by applicable law or regulatory requirements (e.g., Company or its Affiliates receive a subpoena, warrant, or other legal process for information); (d) it is necessary, in Company’s or any Affiliate’s sole discretion, to (1) protect the safety, rights, property or security of Company or its Affiliates, the Waddili Services or any third party; (2) to protect the safety of the public for any reason including the facilitation of insurance claims related to the Waddili Services; (3) to detect, prevent or otherwise address fraud, security or technical issues; (4) to prevent or stop activity which Company or any of its Affiliates, in their sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity); or (e) it is required or necessary, in Company’s or any Affiliate’s sole discretion, for insurance or other purposes related to your ability to qualify, or remain qualified, to use the Waddili Services. You understand that Company may retain your personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.

7.2 Company and its Affiliates may collect your personal data during the course of your application for, and use of, the Waddili Services, or may obtain information about you from third parties. Such information may be stored, processed, transferred, and accessed by Company and its Affiliates, third parties, and service providers for business purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with Company’s and its Affiliates’ legitimate business needs. You expressly consent to such use of personal data.

8.Insurance

8.1 You agree to maintain during the term of this Agreement workers’ compensation insurance if required by all applicable laws in the Territory. If permitted by applicable law, you may choose to insure yourself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Furthermore, if permitted by applicable law, you may choose not to insure yourself against industrial injuries at all, but do so at your own risk.

8.2 You understand and acknowledge that your vehicle insurance policy may not afford liability for the Delivery Services you provide pursuant to this Agreement. Any way, it’s your sole responsibility to have a proper insurance that covers your delivery services. If you have any questions or concerns about the scope or applicability of your own insurance coverage, it is your responsibility, not that of Company, to resolve them with your insurer(s).

8.3 Company and its Affiliates are not required to provide you with any specific insurance coverage for any loss to you or your Vehicle. You are required to promptly notify Company of any accidents that occur while providing Delivery Services and to cooperate and provide all necessary information related thereto.

9.Representations and Warranties; Disclaimers

9.1 THE COMPANY PROVIDE WADDILI PLATFORMS AND ANY ADDITIONAL PRODUCTS OR SERVICES “AS IS” AND “AS AVAILABLE,” WITHOUT GUARANTEE OR WARRANTY OF ANY KIND, AND YOUR ACCESS TO OUR PLATFORM IS NOT GUARANTEED TO RESULT IN ANY DELIVERY REQUESTS. WE DO NOT WARRANT THAT OUR PLATFORM WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR- FREE, OR WILL MEET YOUR REQUIREMENTS, THAT ANY DEFECTS WILL BE CORRECTED, THAT OUR TECHNOLOGY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS OR LOSSES RESULTING FROM SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT YOUR ACCESS TO OUR PLATFORM.

9.2 WE PROVIDE LEAD GENERATION AND RELATED SERVICES ONLY, AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE USERS WHO MAY REQUEST OR ACTUALLY RECEIVE SERVICE DELIVERY FROM YOU. WE DO NOT SCREEN OR EVALUATE THESE USERS.

9.3 IF A DISPUTE ARISES BETWEEN YOU AND THE USERS OR ANY OTHER THIRD PARTY, YOU RELEASE US FROM LOSSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

9.4 WE MAY USE ALGORITHMS IN AN ATTEMPT TO FACILITATE DELIVERY SERVICES AND IMPROVE THE: EXPERIENCE OF CARRIERS AND THE SECURITY AND SAFETY OF OUR PLATFORM; ANY SUCH USE DOES NOT CONSTITUTE A GUARANTEE OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED.

10.Indemnification.

You shall indemnify, defend (at Company’s option) and hold harmless Company and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) your breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to your provision of Delivery Services or use of the Waddili Services.

This indemnification provision shall not apply to your breach of any representations regarding your status as an independent contractor.

11.Limits of Liability.

COMPANY AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (i) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (ii) YOUR OR ANY THIRD PARTY’S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE.

EXCEPT FOR COMPANY’S OBLIGATIONS TO PAY AMOUNTS DUE TO YOU PURSUANT TO SECTION 4 ABOVE, BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO EVENT SHALL THE LIABILITY OF COMPANY OR ITS AFFILIATES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES ACTUALLY PAID TO OR DUE TO COMPANY HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

12.Term and Termination

12.1 Term. This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein.

12.2

Termination. Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior written notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party.

In addition, Company may terminate this Agreement or deactivate your Carrier ID immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of Company and its Affiliates, to provide Delivery Services or to operate the Vehicle, or as otherwise set forth in this Agreement.

12.3 Effect of Termination. Upon termination of the Agreement the outstanding payment obligations and Sections 1, 2.3, 2.5.3, 4.7, 4.8, 5.3, 6, 7, 9, 10, 11, 12.3, 13, 14, 15 and 16 shall survive the termination of this Agreement.

13.Relationship of the Parties

13.1 Except as otherwise expressly provided herein with respect to Company acting as the limited payment collection agent solely for the purpose of collecting payment from Users on your behalf, the relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between Company and you; and (b)no joint venture, partnership, or agency relationship exists between Company and you.

13.2 You have no authority to bind Company or its Affiliates and you undertake not to hold yourself out as an employee, agent or authorized representative of Company or its Affiliates. Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of Company, you undertake and agree to indemnify, defend (at Company’s option) and hold Company and its Affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship.

14. Miscellaneous Terms

14.1

Modification. In the event Company modifies the terms and conditions of this Agreement at any time, such modifications shall be binding on you upon you’re your continued use of the application.

Company reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time.

You hereby acknowledge and agree that, by using the Waddili Services, or downloading, installing or using the Carrier App, you are bound by any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fare Calculations.

Continued use of the Waddili Services or Carrier App after any such changes shall constitute your consent to such changes. Unless changes are made to the arbitration provisions herein, you acknowledge and agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration.

14.2

Supplemental Terms. Supplemental terms may apply to your use of the Waddili Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”).

You may be presented with certain Supplemental Terms from time to time.

Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.

14.3

Severability. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof.

In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

14.4 Assignment. Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that Company may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent: (a) to an Affiliate; or (b) to an acquirer of all or substantially all of Company’s business, equity or assets.

14.5 Entire Agreement. This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.

14.6 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement, except as expressly set forth in the Arbitration Provision in Section 15. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.

14.7 Notices. Any notice delivered by Company to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the Waddili Services. Any notice delivered by you to Company under this Agreement will be delivered by the “Contact Us” section. Additional Territory-specific notices may be required from time to time.

15.Governing Law

This Agreement is governed by and construed in accordance with the laws of the Palestinian Authority Territories.

16.Arbitration

Arbitration is a process of private dispute resolution that does not involve the civil courts, a civil judge, or a jury. Instead, the parties’ dispute is decided by a private arbitrator selected by the parties.

Arbitration does not limit or affect the legal claims you may bring against the Company. Agreeing to arbitration only affects where any such claims may be brought and how they will be resolved.

Unless the law requires otherwise, as determined by the Arbitrator based upon the circumstances presented, you will be required to split the cost of any arbitration with the Company.

This Arbitration will require you to resolve any claim that you may have against the Company on an individual basis, except as provided below, pursuant to the terms of the Agreement unless you choose to opt out of the Arbitration Provision. Except as provided below, this provision will preclude you from bringing any class, collective, or representative against the Company, and also precludes you from participating in or recovering relief under any current or future class, collective, or representative action brought against the Company by someone else.

WHETHER TO AGREE TO ARBITRATION IS AN IMPORTANT BUSINESS DECISION. IT IS YOUR DECISION TO MAKE, AND YOU SHOULD NOT RELY SOLELY UPON THE INFORMATION PROVIDED IN THIS AGREEMENT AS IT IS NOT INTENDED TO CONTAIN A COMPLETE EXPLANATION OF THE CONSEQUENCES OF ARBITRATION. YOU SHOULD TAKE REASONABLE STEPS TO CONDUCT FURTHER

User Terms and Conditions

1. Contractual Relationship

These Terms of Use (“Terms”) govern the access or use by you, an individual, or company from within any country in the world of applications, websites, content, products, and services (the “Services”) made available by Waddili E-Marketplace Service Provider, a private limited liability company established in Palestine, having its offices at Nablus , West Bank, Palestine, registered at the Ministry of National Economy under number 562771444 .

These terms of service constitute a legally binding agreement (the “Agreement”) between you and your local Waddili entity.

This Agreement governs your use of the Waddili application, website, call center and technology platform (collectively, the “Waddili Platform”). Generally, the right to operate the Waddili Platform is licensed by Waddili to its relevant Affiliates, and the relevant Affiliate in your jurisdiction provides you the right to access and use the Waddili Platform in your jurisdiction.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE WADDILI PLATFORM. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE WADDILI PLATFORM.

Your access and use of the Waddili Platform constitutes your agreement to be bound by this Agreement, which establishes a contractual relationship between you and Waddili. Waddili may immediately terminate this Agreement with respect to you, or generally cease offering or deny access to the Waddili Platform or any portion thereof, at any time for any reason without notice. Supplemental terms may apply (if applicable) to certain Services, such as policies for a particular event, loyalty program, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, this Agreement for the purposes of the applicable Services. Supplemental terms shall prevail over this Agreement in the event of a conflict with respect to the applicable Services.

Waddili may amend this Agreement from time to time. Amendments will be effective upon Waddili’s posting of an updated Agreement at this location or the amended policies or supplemental terms on the applicable Service. Your continued access or use of the Waddili Platform after such posting constitutes your consent to be bound by this Agreement, as amended. Our collection and use of personal information in connection with the Waddili Platform is as provided in Waddili’s Privacy Policy. Waddili may provide to a claims processor or an insurer any necessary information (including your contact information) if there is a complaint, dispute or conflict, which may include an accident, involving you and a third party provider and such information or data is necessary to resolve the complaint, dispute or conflict.

2. The Waddili Platform

The Waddili Platform provides a digital network which functions as a marketplace where persons (“Users”) who seek delivery of any personal belongings such as goods, products, medicines, restaurant meals, purchases, furniture, appliances, vehicles and/or logistics services (“Services”) can be matched with persons , including carriers (“Carrier”) or third party companies (“Service Providers”) who can provide the Services. Each User shall create a User account that enables access to the Waddili Platform. Any decision by a User to make use of or accept Services is a decision made in such User’s sole discretion. Each Service provided by a Carrier or other third party provider to a User shall constitute a separate agreement between such persons.

With respect to restaurant meals, Waddili is a business where the food is prepared and provided by independent restaurants and delivered by Carriers.

With respect to services which you can order through the Waddili Platform, or where Waddili is supporting your payment to a carrier or a service provider, these services are prepared, undertaken and provided by the relevant independent Service provider.

Information posted on the Waddili Platform are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such information by any visitor to the Waddili Platform, or by anyone who may be informed of any of its contents.

We aim to update the Waddili Platform regularly and may change the content at any time. If the need arises, we may suspend access to the Waddili Platform and the Services or close them indefinitely. Any of the information on the Waddili Platform or the Services may be out of date at any given time, and we are under no obligation to update such information.

YOU ACKNOWLEDGE THAT NEITHER WADDILI NOR ITS AFFILIATES PROVIDE LOGISTICS SERVICES OR FUNCTION AS A LOGISTICS CARRIER, LOGISTICS SERVICE PROVIDER, OR OWN ANY VEHICLES FOR LOGISTICS SERVICES AND THAT ALL SUCH SERVICES ARE PROVIDED BY INDEPENDENT THIRD PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY WADDILI OR ANY OF ITS AFFILIATES.

License.

Subject to your compliance with this Agreement, Waddili grants you a limited, non-exclusive, non-sub-licensable, revocable, non-transferrable license to: (i) access and use the Waddili Platform on your personal device solely in connection with your use of the Waddili Platform; and (ii) access and use any content and information that may be made available through the Waddili Platform, in each case solely for your personal and non-commercial use. Any rights not expressly granted herein are reserved by Waddili and Waddili’s licensors.

Third Party Services and Content.

The Waddili Platform may be made available or accessed in connection with third party services and content (including advertising). Waddili does not endorse such third-party services and content and you agree that, in no event, will Waddili be responsible or liable for any products or services of such third party providers.

When purchasing services provided by a service provider, you agree and understand that you are doing so subject to the relevant service provider’s terms and conditions and at your own risk. You agree that Waddili will not be liable for: (i) any act or omission of a service provider and/or (ii) any damage or loss that arises in connection with the ordering, purchase and/or provision of a Service Provider’s service.

You further understand that to enable a Service Provider to provide you with relevant services, Waddili may be required to share personal information in the manner described in Waddili’s Privacy Notice.

Additional terms by third-party beneficiaries, Apple Inc., Google, Inc., and/or their applicable international subsidiaries and affiliates will be third-party beneficiaries to this contract if you access the Waddili Platform using applications developed for Apple iOS or Android-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Waddili Platform in any manner. Your access to the Waddili Platform using these services or applications is subject to terms set forth in the applicable third party beneficiary’s terms of service.

Waddili Platform Ownership.

The Waddili Platform and all rights therein are and shall remain Waddili’s property or the property of Waddili’s licensors. Neither this Agreement nor your use of the Waddili Platform convey or grant to you any rights: (i) in or related to the Waddili Platform except for the limited license granted above; or (ii) to use or reference in any manner Waddili’s company names, logos, product and service names, trademarks or services marks or those of Waddili’s licensors.

3. Use of the Waddili Platform

User Accounts.

In order to use most aspects of the Waddili Platform, you must register for and maintain an active personal User account (“Account”). You must be at least 18 years of age to obtain an Account. Account registration requires you to submit to Waddili certain personal information, such as your name, address, mobile phone number, gender and age. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access and use the Waddili Platform, including your ability to request access to your personal information or to opt in or out of marketing preferences, or Waddili’s termination of this Agreement with you.

You agree to maintain the security and secrecy of your Account username and password at all times. You agree and understand that you are responsible for all activity that occurs under your Account, even as a result of loss, damage or theft of the device through which you access the Waddili Platform.

Unless otherwise permitted by Waddili in writing, you may only possess one Account.

User Requirements and Conduct.

The Waddili Platform is not available for use by persons under the age of 18 and may only be used by individuals who can form legally binding contracts under applicable law. You may not authorize third parties to use your Account.

You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Waddili Platform, and you may only use the Waddili Platform for lawful purposes. You shall not, for the avoidance of doubt, use the Waddili Platform to transport, facilitate or procure the transport of illegal or banned substances or items. You will not, in your use of the Waddili Platform, cause nuisance, annoyance, inconvenience, or property damage, whether to a Carrier, Restaurant Partner, other third party provider or any other party. In certain instances, you may be asked to provide proof of identity to access or use the Waddili Platform, and you agree that you may be denied access to or use of the Waddili Platform if you refuse to provide proof of identity. Failure to comply with the terms of this section or of section 5 may result in our taking certain actions against you, including but not limited to: (i) immediate, temporary or permanent withdrawal of your right to use the Waddili Platform (ii) legal action against you including proceedings for reimbursement of all costs on an (including, but not limited to, reasonable administrative and legal costs) resulting from the breach (iii) disclosure of such information to law enforcement authorities as we feel is necessary and/or (iv) immediate, temporary or permanent removal of any posting or material uploaded by you to our Service.

Promotions, Credits, Payment Method and Communications Promotions

Waddili, in its sole discretion, may make promotions available to any User or potential User. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Waddili. Promotions will in many cases be made available to you via alpha numeric codes (“Promo Codes”). Waddili reserves the right to withhold or deduct credits or benefits obtained through a promotion in the event that Waddili determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement.

You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Waddili; (iii) may be disabled by Waddili at any time for any reason without liability to Waddili; (iv) may only be used pursuant to the specific terms that Waddili establishes for such Promo Code; (v) are not valid for cash; (vi) may expire prior to your use and (vii) Waddili may establish additional terms relating to specific promotions. Waddili reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Waddili determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or this Agreement.

As part of your User account, Waddili may provide you with or allow you to create a “Waddili Code,” a unique alphanumeric code for you to distribute to friends, family and other persons (each a “Referred User”) to become new Users (“Referred Users”) or Carriers (“Referred Carriers”). Waddili Codes may only be distributed for promotional purposes and must be given away free of charge. You may not sell, trade, or barter your Waddili Code. You are prohibited from advertising Waddili Codes, including but not limited to on Google, Facebook, Twitter, Bing and Craigslist or on any other digital platform or website owned or controlled by you or any other person. Waddili reserves the right to deactivate or invalidate any Waddili Code at any time in Waddili’s sole discretion.

Credits

“Waddili Credit” means the balance which is represented electronically, and attributed to your User Account, and which;

(i) is credited to your User Account by Waddili upon certain campaigns or incentive programs;

(ii) may be redeemed or applied as a payment method where Waddili and/or a regulated financial institution partner will satisfy and settle the payment obligation to the relevant third party provider up to the Waddili Credit balance reflected in your User account.

(iii) may not be redeemable for cash

Payment Method

As part of your User Account you may pay for certain order and/or service using the following payment methods:

Cash payment, paid at pickup or at delivery based on the order information you have placed
Third party payment provider such as Jawwal Pay or equivalent

By selecting a third party payment provider as Payment Method, you acknowledge that you are agreeing to the terms of service of Waddili’s payment processing partners and the financial institution or payment service provider who has issued your selected Payment Method. You further agree that you will bear the cost or changes of any fees imposed by such payment processing partners or financial institutions in connection with your selected Payment Method.

Communications.

By becoming a User, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or pre-recorded messages may be generated by automatic telephone dialing systems (where allowed by and in compliance with local law). Communications from Waddili, its affiliated companies and/or Carriers, may include but are not limited to: operational communications concerning your User account or use of the Waddili Platform or Services, updates concerning new and existing features on the Waddili Platform, communications concerning promotions run by us or our third- party partners, and news concerning Waddili and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. If you no longer wish to receive promotional or marketing-related communications by text message, please contact info@waddili.com and/or review the Privacy Policy for further information.

Charges and Payments

As a User, you agree to pay any amounts charged by Waddili (the “Waddili Fee”) and amounts charged by Carriers or other independent third party provider for providing Services to you (“Charges”).

After you have received Services from a Carrier, a Service Provider or other independent third party provider, Waddili: (i) may facilitate your payment of the applicable Charges on behalf of the Carrier or the Service Provider as such Carrier or Service Provider’s limited payment collection agent and (ii) may collect any applicable Waddili Fee directly from you or, in the case of a cash payment, from the relevant Carrier or Service Provider.

Payment of the Charges and Waddili Fee in the above manner shall in all cases be considered the same as payment made directly by you to the Carrier, Service Provider or other independent third party provider or to Waddili, as applicable.

Charges and Waddili Fees will be inclusive of applicable taxes where required by law, including any VAT or sales tax.

Charges and Waddili Fees paid by you are final and non-refundable, unless otherwise determined by Waddili or the relevant Carrier.

However, any additional fees or charges such as but not limited to custom duties, boarder clearances, tolls or any other charges or fees that may be charged on your parcels during the delivery by Waddili carrier must be paid by you and Waddili or Waddili carrier has no responsibility or liability on such charges.

In the event you refuse to pay such charges, Waddili carrier has the right to refuse handover the parcel to you or your recipient and the parcel will be kept with Waddili carrier for 48 hours for you to pay such additional charges otherwise your parcel will be destroyed and you have no rights to claim for any reimbursement.

All Charges and Waddili Fees are due immediately and payment will be facilitated by Waddili incase third party payment method is selected. After which Waddili, Carrier or Service Provider, as applicable, will send you a receipt by email (which is not equivalent to a tax invoice) or by any other electronic means.

As between you and Waddili, Waddili reserves the right to establish, remove and/or revise Waddili Fees at any time in Waddili’s sole discretion. Charges may also be varied or revised at any time without your consent. Waddili will use reasonable efforts to inform you of Charges and Waddili Fees that may apply, provided that you will be responsible for Charges and Waddili Fees incurred under your Account regardless of your awareness of such Charges or Waddili Fees, as applicable, or the amounts thereof.

Restricted Activities and List of Prohibited Materials

5.1

With respect to your use of the Waddili Platform and your participation in the Services, you agree that you will not: (i) impersonate any person or entity (ii) stalk, threaten, or otherwise harass any person (including other Users making simultaneous use of the Service), or carry any weapons (iii) violate any law, statute, rule, permit, ordinance or regulation (iv) interfere with or disrupt the Services or the Waddili Platform or the servers or networks connected to the Waddili Platform (v) post information or interact on the Waddili Platform or with respect to Services in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal (vi) use narcotics or alcohol (vii) use the Waddili Platform in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy (viii) post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information (ix) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Waddili Platform (x) “frame” or “mirror” any part of the Waddili Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose (xi) modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Waddili Platform or any software used on or for the Waddili Platform (xii) rent, lease, lend, sell, redistribute, license or sublicense the Waddili Platform or access to any portion of the Waddili Platform (xiii) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Waddili Platform or its contents (xiv) link directly or indirectly to any other web sites (xv) transfer or sell your User account, password and/or identification to any other party (xvi) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation (xvii) cause any third party to engage in the restricted activities above.

In the event that you undertake in any of the above while participating in Services, a Carrier shall be permitted to refuse to provide you Services or, if such Services have commenced, a Carrier shall be permitted to refuse to continue to provide you Services.

5.2

Any user is prohibited from ordering any delivery service for any of the parcels (materials, equipment, luggage, tools…etc.) mentioned below, and Wadili and its subsidiaries or registered carriers do not bear any responsibility resulting from your request to deliver any of the parcels mentioned below, and the user is solely responsible for non-compliance with it and bears full responsibility Infront of security authorities and government agencies.

You must refrain from requesting to deliver any items set out below which are a statement of the carry-on restrictions, in addition to the separate and additional bans applicable to parcels, and if you do not comply with these or any of these restrictions, you bear all legal responsibility.

In addition to the foregoing, you shall not be entitled to claim compensation in the event that any prohibited material contained in your parcels is unlawfully damaged or causes damage to the parcels.

You must refrain from requesting to deliver any of the following parcels:

1. Materials that are likely to endanger the carrier, or his vehicle or the property on board, such as those specified in the ICAO Technical Guidelines for the Safe Transport of Dangerous Goods by Air and in the IATA Regulations for the Transport of Dangerous Goods.

5. Or bladed weapons of any kind, model, shape or size.

Or envelope opening tools.6.

7. Or sharp metal cutlery.

Shooting or hunting tools.8.

Or slingshots.8.

Or razor blades.9.

Or arrows.10.

Or shears.11.

Injection needles or syringes (unless required for medical reasons and accompanied by a medical certificate confirming the medical condition requiring transfer).12.

OR TOOLS “REMOVER”.13.

OR Martial arts tools.14.

Toxic substances, prohibited dangerous drugs, and narcotics in all their forms and types.15.

Or any material that security officials at airports, land, sea or internal borders believe may be used or modified for the purpose of being used as a weapon that is likely to cause bodily injury or temporary disability or represent any other type of security or safety threat.17.

It is your responsibility (as a user) to verify the security requirements applicable to the system of international or domestic flights or land transport. You confirm that the carrier, have the right to inspect all the parcels and ensure that they comply with the specifications of your request and ensure that they are free from the prohibited materials intended to be delivered. Airport security staff, land or sea border crossings, or local authorities may confiscate any of your parcels, and you will be responsible for your failure to comply with the above.

Disclaimers; Limitation of Liability; Indemnity

DISCLAIMER.

THE WADDILI PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

WADDILI DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

IN ADDITION, WADDILI MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE WADDILI PLATFORM, SERVICES OR ANY OTHER SERVICES REQUESTED THROUGH THE USE OF THE WADDILI PLATFORM, OR THAT THE WADDILI PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.

WADDILI AND ITS AFFILIATES DO NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF CARRIERS.

YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE WADDILI PLATFORM AND SERVICES, AND ANY SERVICE REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

Waddili and its Affiliates are not responsible for the conduct, whether online or offline, of any User, Carrier, Commercial Partner, mobile operator , or any other third party.

You are encouraged to use a reasonable degree of sensibility and caution when interacting with other Users, Carriers or any other third party.

We are not required to procure insurance for, nor are we responsible for private belongings, such as the damage or loss of private belongings, including but not limited to damage or loss caused by: (i) theft or snatching; (ii) because the belongings are not well packed; or (iii) Service Providers (or their authorized personnel) when providing a service or a product which you have ordered through the Waddili Platform.

By using the Waddili Platform and participating in the Services, you agree to accept such risks and agree that Waddili is not responsible for the acts or omissions of Users, Carriers, Commercial Partners, Service Providers, mobile operators, or any other third party.

Waddili and its Affiliates expressly disclaim any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.

Location data provided by the Waddili Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Waddili, nor its Affiliates nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Waddili Platform. Any of your information, including geolocational data, you upload, provide, or post on the Waddili Platform may be accessible to Waddili, selected partners and relevant Carriers.

LIMITATION OF LIABILITY.

WADDILI AND ITS AFFILIATES AND ITS PARTNERS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE WADDILI PLATFORM OR SERVICES, EVEN IF WADDILI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WADDILI AND ITS AFFILIATES AND ITS PARTNERS SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE WADDILI PLATFORM OR THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE WADDILI PLATFORM OR THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY CARRIER OR OTHER THIRD PARTY PROVIDER, EVEN IF WADDILI OR ITS AFFILIATES OR ITS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WADDILI AND ITS AFFILIATES AND ITS PARTNERS SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND THE VALUE OF SERVICE ORDER (DELIVERY ORDER) REQUESTED THROUGH WADDILI PLATFORM.

THE WADDILI PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE THE SERVICES WITH CARRIERS BUT YOU AGREE THAT WADDILI, ITS AFFILIATES, AND OTHER COMMERCIAL PARTNERS HAVE NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICE PROVIDED TO YOU BY CARRIERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 6 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

Indemnity.

You agree to indemnify and hold Waddili, its Affiliates, Service Providers and other partners and their officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (i) your use of the Waddili Platform and the Services or services or goods obtained through your use of the Waddili Platform; (ii) your breach or violation of this Agreement or(iii) your violation of the rights of any third party, including Carriers.

Dispute Resolution, Arbitration and Choice of Law

Arbitration.

You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Waddili Platform or Services (collectively, "Disputes") will be settled by binding arbitration between you and any relevant Affiliate in your jurisdiction, or between you and Waddili if no other Affiliate is incorporated in your jurisdiction, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

You acknowledge and agree that you and Waddili are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding.

Further, unless both you and the relevant Affiliate otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding.

If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void.

Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of this Agreement.

This “Dispute Resolution” section applies to all Disputes between you and Waddili and/or any of its Affiliates.

Choice of Law.

This Agreement is governed by and construed in accordance with the laws of the Palestinian Authority Territories.

8. Claims of Copyright Infringement, Notice and General

Claims of copyright infringement

Claims of copyright infringement should be sent to Waddili at info@waddili.com.

Notice.

Waddili may give notice by means of a general notice on the Waddili Platform, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Waddili by written communication to Waddili's email address at info@waddili.com.

General.

You may not assign or transfer your rights under this Agreement in whole or in part without Waddili’s prior written approval.

You give your approval to Waddili for it to assign or transfer its rights and obligations under this Agreement in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Waddili’s equity, business or assets; or (iii) a successor by merger.

No joint venture, partnership, employment or agency relationship exists between you, Waddili or any Carrier as a result of the contract between you and Waddili or use of the Waddili Platform.

If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the other provisions in this Agreement shall not be affected.

In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of this Agreement.

This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter.