Business Terms & Conditions

Cultioo Business App (Seller Side)

English

TERMS OF SERVICE (TOS)

CULTIOO BUSINESS APP (SELLER SIDE)

Effective Date: January 1, 2026 Last Updated: January 1, 2026

Table of Contents

General Provisions and Contract Formation

Account Management and Seller Obligations

Product Listing and Seller Responsibility

Payment Processing and Financial Terms

Logistics, Product Pickup, and Risk Transfer

Tax Obligations and Compliance

Insurance and Risk Management

Claims and Refunds

Indemnification and Limitation of Liability

Privacy and Security

Intellectual Property

Termination of Use

Dispute Resolution and Arbitration

Governing Law

Severability Clause

Amendments to the TOS

Contact Information

Confirmation and Consent

1. General Provisions and Contract Formation

1.1 Acceptance of Terms and Scope of Application

By accessing, using, or registering a seller account on the Cultioo Business App (the "App" or "Platform"), you ("Seller", "you" or "your") fully, irrevocably, and unconditionally accept these Terms of Service (the "TOS"), the Cultioo Business Privacy Policy, and the terms of our external payment service provider Stripe, Inc. ("Stripe Terms").

Your consent is provided through a clickwrap procedure: Before activating your seller account or conducting your first transaction, you must actively click a checkbox or press a button confirming your acknowledgment and acceptance of these TOS. This procedure ensures the legal enforceability of these TOS, including the arbitration agreement in Section 13.

IMPORTANT NOTICE: These TOS contain provisions that limit our liability, include a binding arbitration agreement, and waive your right to participate in class action lawsuits. Please read these carefully.

1.2 Cultioo's Role as Technology Intermediary

Cultioo functions exclusively as a technology platform for listing, discovering, and facilitating transactions between sellers and buyers.

Cultioo is NOT:

A reseller, agent, broker, or manufacturer of your products

A contracting party to the purchase agreement between you and the buyer

Responsible for the execution, fulfillment, or enforcement of purchase contracts

A "Merchant of Record" for your transactions

You as the seller are the "Seller of Record" and solely responsible for all aspects of the sale, including product quality, legality, warranties, and customer service.

Cultioo expressly disclaims any responsibility or liability for the fulfillment of purchase contracts, compliance with applicable laws by sellers, or disputes arising from direct transactions between users.

1.3 United States of America

These TOS apply exclusively to sellers who are resident or conduct business in the United States of America, sell products through the Cultioo platform to buyers in the USA, and comply with all applicable U.S. federal and state laws.

2. Account Management and Seller Obligations

2.1 Registration and Verification

a) Registration Requirements

You must provide true, current, and complete information during registration, including:

For Individuals:

Full legal name

Social Security Number (SSN)

Residential address

Email address and phone number

Bank account information for payouts

For Businesses:

Legal business name

Employer Identification Number (EIN)

Business address

Name of authorized representative

Business bank account information

b) Verification and KYC/AML

You are required to undergo the verification process through Stripe Connect. This process includes:

Know Your Customer (KYC) Verification: Identity verification through submission of a government-issued photo ID

Anti-Money Laundering (AML) Checks: Screening against sanctions lists and terrorism databases

Business Verification: Proof of business legitimacy (for businesses)

Verification is required to receive payouts, protect the platform from fraud, and comply with financial regulations.

Cultioo reserves the right to request additional documentation or deny verification if the information provided is incomplete or suspicious.

c) INFORM Consumers Act Compliance

If you become a High-Volume Seller (200+ transactions AND $5,000+ gross revenues in 12 months), you are required to provide additional business information, consent to disclosure of your identity and contact details to buyers, and submit to annual verification of your information.

This serves consumer protection pursuant to the INFORM Consumers Act (15 U.S.C. § 45f).

2.2 Data Integrity and Updates

You are solely responsible for the accuracy and currency of your account information, immediate updates upon changes (address, bank details, business structure), the security and confidentiality of your login credentials and passwords, and all activities conducted under your account.

False or outdated information can lead to:

Delays in payouts

Account suspension

Tax and legal consequences

Termination of your seller agreement

2.3 Suspension and Termination by Cultioo

Cultioo reserves the right to suspend, restrict, or terminate your account at any time and at its sole discretion, particularly in cases of violation of these TOS, the Privacy Policy, or the Stripe Terms, non-compliance with verification requirements, suspicion of fraud, money laundering, or illegal activities, repeated customer complaints about product quality or service, sale of prohibited or restricted products, manipulation of reviews or abusive behavior, non-payment of fees, commissions, or chargebacks, and violations of tax laws or licensing requirements.

**Account termination may occur without prior notice. ** In the event of suspension or termination, outstanding payouts will be withheld until all open claims are resolved, you lose access to all account data and transaction histories, you have no entitlement to refund of fees paid, and you remain liable for all obligations incurred before termination.

3. Product Listing and Seller Responsibility

3.1 Sole Product Responsibility

You as the seller bear SOLE and EXCLUSIVE responsibility for:

a) Product Quality and Safety

All products you list and sell must be safe, merchantable, and free from defects. Products must comply with applicable federal laws (FDA, USDA, CPSC) and state regulations. You are liable for all product recalls, safety warnings, or regulatory actions.

b) Product Information and Descriptions

All product descriptions, images, prices, and specifications must be truthful, complete, and not misleading. You must disclose all material information including complete ingredient list, allergens (nuts, gluten, dairy, etc.), expiration date/best-by date, weight/quantity/serving size, country of origin, and storage instructions.

False or misleading information can lead to customer complaints, refunds, and legal consequences.

c) Legality and Compliance

You warrant that all your products are legally acquired, manufactured, and permitted to be sold. You possess all required licenses, permits, and certificates including Food Handler's Permit, Cottage Food License (if applicable), agricultural certifications (Organic, etc.), and liquor license (if applicable). You do not sell prohibited or restricted products.

d) Storage and Handling

You are responsible for proper storage, especially for perishable products including compliance with cold chain for temperature-sensitive products, hygienic storage conditions, and prevention of contamination or spoilage. Products must be properly packaged and ready for shipment until pickup.

3.2 Warranty Disclaimer Toward Cultioo

CULTIOO MAKES NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES REGARDING PRODUCTS LISTED ON THE PLATFORM.

PRODUCTS ARE SOLD BY THE SELLER TO THE BUYER ON AN "AS-IS" BASIS.

Liability for product quality, conformity with description, fitness for a particular purpose, and accuracy of product information lies SOLELY AND EXCLUSIVELY with the seller, NOT with Cultioo.

This comprehensive warranty disclaimer means Cultioo does not verify the quality, safety, or legality of your products, does not guarantee the accuracy of your product descriptions, and is not liable for product defects, injuries, or damages.

3.3 Prohibited and Restricted Products

You may NOT sell the following products on the Cultioo platform:

Absolutely Prohibited:

Illegal drugs, narcotics, or controlled substances

Weapons, ammunition, or explosives

Counterfeit or stolen products

Products that violate third-party intellectual property rights

Tobacco products

Live animals (except licensed livestock with permits)

Prescription medications

Hazardous or toxic substances

Pornographic or offensive materials

Humans, body parts, or bodily fluids

Restricted (only with approval/license):

Alcoholic beverages (requires liquor license)

Cannabis/CBD products (only in licensed states)

Raw milk products (depending on state law)

Wild game and game meat (requires USDA inspection)

Dietary supplements with medical claims

Cultioo reserves the right to remove product listings without notice if they violate our policies.

3.4 Pricing and Changes

You have full control over pricing of your products, discounts and special offers, and availability and inventory management.

You commit to:

Setting fair and competitive prices

Not engaging in price manipulation or price gouging

Updating price changes promptly in the app

Not offering misleading discounts or "fake sales"

4. Payment Processing and Financial Terms

4.1 External Payment Service Provider (Stripe Connect)

All payment processing on the Cultioo Business App – including collection of the purchase price, deduction of commissions, and payout to you – is conducted exclusively through our external service provider Stripe, Inc. (Stripe Connect).

BY USING THE PAYMENT FUNCTION, YOU AUTOMATICALLY AGREE TO THE STRIPE TERMS (STRIPE CONNECTED ACCOUNT AGREEMENT), which are hereby incorporated by reference into these TOS.

Stripe Terms available at: https://stripe.com/legal/connect-account

You are expressly informed that the Stripe Terms may contain potentially onerous clauses, and you are obligated to review them carefully.

CULTIOO ASSUMES NO LIABILITY for failures, delays, errors, or decisions by Stripe or associated financial service providers, unless they result from gross negligence or willful misconduct by Cultioo.

4.2 Commissions and Fees

Cultioo reserves the right to charge commissions and service fees on your transactions.

Current Fee Structure:

Sales Commission: 5% of gross sales price (before taxes)

Payment Processing Fee: According to Stripe fees (typically 2.9% + $0.30 per transaction)

Commission Deduction:

Commissions are automatically deducted from each transaction. You receive the net proceeds (sales price minus commissions and fees). A detailed breakdown is available in your seller dashboard.

Fee Changes:

Cultioo reserves the right to change the fee structure with 30 days' notice. Continued use after changes means acceptance of the new fees.

4.3 Payouts

Payout Schedule:

Payouts occur automatically according to a set schedule (e.g., weekly, bi-weekly). The standard payout schedule is displayed in your seller dashboard. Stripe may delay payouts to prevent fraud or conduct verifications.

Payout Method:

Payouts are made exclusively via ACH transfer (Automated Clearing House) to your verified bank account. You must have a U.S. bank account at a licensed bank or credit union.

Minimum Payout Amount: $0

Payout Statements:

You receive detailed payout statements through the Stripe Dashboard. These serve as the basis for your tax return.

4.4 Chargebacks, Disputes, and Refunds

a) Chargebacks

If a buyer initiates a chargeback through their bank or credit card company (e.g., for non-receipt of goods, unauthorized transaction, defective goods), YOU as the seller are liable for the full transaction amount, chargeback fees (typically $15-$25 per case), and all associated costs.

Cultioo/Stripe will deduct the amount from your seller account or withhold it from future payouts.

Your Defense Rights:

You have the right to submit evidence to defend against unjustified chargebacks including proof of delivery (Delvioo confirmation), communication with the buyer, and product photos. Stripe forwards your defense to the card company.

Repeated Chargebacks:

A high chargeback rate (>1% of transactions) can lead to account suspension, increased fees, payout delays, and termination of your seller account.

b) Disputes and Complaints

Buyers can report disputes through the Cultioo platform (e.g., wrong items, damaged goods, missing items).

Your Obligations:

Respond to disputes within 48 hours

Negotiate in good faith with the buyer

Offer reasonable solutions (replacement, partial refund, etc.)

Cultioo may, at its sole discretion:

Enforce refunds in favor of the buyer

Withhold amounts from your account

Suspend your account for repeated violations

4.5 Authorization of Bank Data

You expressly consent that Stripe may process your bank data for Compliance Purposes (Compliance with Bank Secrecy Act (BSA) and Anti-Money Laundering (AML) regulations), Know Your Customer (KYC) Verification (Identity verification and risk assessment), Payout Processing (ACH transfers to your account), and Recoveries (Deduction of chargebacks, fees, or negative balances).

This authorization enables Stripe to obtain necessary information about you and your business from third-party providers (credit bureaus, databases).

5. Logistics, Product Pickup, and Risk Transfer

5.1 Pickup Readiness and Packaging

You are obligated to:

Make products pickup-ready:

Products must be fully packaged, labeled, and ready for shipment at the agreed pickup time. Perishable products must be appropriately refrigerated/insulated. Fragile products must be properly protected.

Provide precise pickup location:

You must specify a precise pickup location in the app. The pickup location must be accessible to the Delvioo Driver. You or an authorized representative must be present for handover.

Adequate packaging:

Products must be delivered in safe, hygienic, and industry-standard packaging. Food must comply with food-safe packaging. You are liable for damages due to inadequate packaging.

5.2 Risk Transfer (Point of Risk Transfer)

THE SELLER RETAINS FULL LIABILITY AND RESPONSIBILITY for product quality and condition until the moment of physical handover to the Delvioo Driver OR a third-party shipping service provider privately organized by you.

From the moment of handover to the carrier, the risk of accidental loss or deterioration passes to the carrier or buyer. You are no longer liable for transport damages (except for inadequate packaging). The carrier bears responsibility for safe delivery.

This risk transfer corresponds to the commercial practice "FOB Origin" (Free On Board - shipping point).

5.3 Delvioo Driver as Independent Contractor

IMPORTANT CLASSIFICATION:

When transport is performed by a Delvioo Driver, the Driver acts EXCLUSIVELY AS AN INDEPENDENT CONTRACTOR of Delvioo/Cultioo, and NOT as an employee, agent, or direct representative.

Driver Liability:

The Delvioo Driver, as an independent party, is liable for safe and professional pickup of goods, compliance with a realistic delivery time, all damages, injuries, or property losses that occur during transport, and traffic accidents or incidents during delivery.

No Joint Liability:

You as the seller are NOT liable for the actions or omissions of the Delvioo Driver after proper handover of the goods.

Cultioo and you are not responsible for delays by the Driver, improper handling by the Driver (after proper handover), or accidents or damages caused by the Driver.

5.4 Self-Organized Shipping (Third Party)

If you privately organize shipping through a third-party shipping service provider (e.g., UPS, FedEx, own delivery):

SOLE LIABILITY for the following aspects rests with you: selection of a reliable shipping service provider, smooth shipping and timely delivery, compliance with all delivery terms, communication with the buyer about shipping status, and tracking information.

Cultioo assumes NO logistics liability in this case.

5.5 Notification Obligations in Case of Problems

In case of unforeseen delays, breakdowns, or delivery problems, you are obligated to inform the buyer immediately, coordinate a solution directly with the buyer, and notify Cultioo of serious incidents.

Your failure to inform the buyer can lead to customer complaints, negative reviews, refund demands, and account suspension.

6. Tax Obligations and Compliance

6.1 State Sales Tax

a) Marketplace Facilitator Responsibility

IMPORTANT CLARIFICATION:

In accordance with Marketplace Facilitator (MPF) laws that apply in the overwhelming majority of U.S. states, Cultioo Inc. assumes the statutory obligation to collect and remit state sales and use taxes for transactions processed through the platform.

What this means for you:

Cultioo automatically collects sales tax from the buyer at the time of transaction

Cultioo remits sales tax to the appropriate state authorities

You do NOT need to separately collect or remit sales tax for transactions through Cultioo

Your Obligations:

Correct product categorization (some products are tax-exempt or have reduced tax rates), providing accurate product information, and cooperation during tax audits or inquiries.

b) Exceptions and Special Cases

Sales tax may not apply to certain food items (tax-exempt in some states), agricultural products (depending on state), and transactions below certain thresholds.

You are responsible for knowledge of the tax treatment of your products, compliance with state special regulations, and transactions outside the Cultioo platform.

6.2 Income Tax and Self-Employment Tax

You are solely responsible for:

Proper reporting of all income from sales through Cultioo on your Federal Income Tax Return

Payment of Self-Employment Tax on your net profits

Maintenance of proper accounting records

Remittance of estimated quarterly tax payments (Estimated Tax Payments), if required

6.3 IRS Reporting Requirements and Form 1099-K

a) Stripe as Payment Settlement Entity (PSE)

Stripe, as a "Payment Settlement Entity" (PSE), is legally obligated to report transaction information to the Internal Revenue Service (IRS).

Form 1099-K Reporting:

Stripe will issue you and the IRS a Form 1099-K (Payment Card and Third Party Network Transactions) if your gross transactions exceed $20,000 OR you had 200 or more transactions in a calendar year.

Note: The threshold was recently lowered to $600 without a minimum number of transactions (effective tax year 2024).

b) Your Obligations

You are required to file a correct IRS Form W-9 (for U.S. persons) or W-8BEN (for non-U. S. persons) with Stripe, provide your Tax Identification Number (TIN) (SSN for individuals, EIN for businesses), and consent to electronic delivery of 1099-K documents via the Stripe Dashboard.

Failure:

If you do not provide a valid TIN, Stripe is required to apply Backup Withholding (currently 24%) from your payouts and remit these withheld amounts to the IRS.

6.4 State Income Tax

In addition to federal income tax, state income taxes may apply, depending on your state of residence and states in which you conduct business (Economic Nexus).

You are responsible for compliance with your state's income tax laws, registration and reporting in states with Economic Nexus, and payment of estimated state tax payments.

6.5 Licenses and Permits

Depending on your products and location, you may need:

General Business Licenses: Business License, Seller's Permit, Zoning Permits (for home-based businesses)

Food-Specific Licenses: Food Handler's Permit, Cottage Food License (for homemade foods), Commercial Kitchen License (for commercial kitchens), Health Department Inspections

Special Licenses: Organic Certification, Liquor License, USDA Inspection (for meat and poultry)

You warrant that you possess all required licenses and permits and that they are current.

7. Insurance and Risk Management

7.1 Mandatory Insurance Requirement

You as the seller are required to obtain and maintain adequate insurance to cover risks associated with your business.

a) Commercial General Liability (CGL) Insurance

Minimum Coverage Limits:

$1,000,000 per occurrence

$2,000,000 general aggregate

Covered Risks: Product Liability, Bodily Injury, Property Damage, Personal & Advertising Injury

b) Product Liability Insurance

Required if you sell food products, manufacture or process products, or sell products under your own brand.

Minimum Coverage: $1,000,000 per occurrence

c) Cultioo as Additional Insured

IMPORTANT: Cultioo Inc. MUST be named as "Additional Insured" on your insurance policy.

This means Cultioo is directly protected by your insurance. In claims against Cultioo arising from your products, the insurance can defend and indemnify Cultioo. This secures the indemnification obligation.

d) Proof of Insurance

You are required to submit a Certificate of Insurance (COI) to Cultioo, maintain insurance throughout the duration of your seller activity, and inform Cultioo of changes or cancellations of insurance (at least 30 days' notice).

Failure:

If you do not provide proof of adequate insurance, your account may be suspended, you cannot list or sell products, and you are personally and unlimitedly liable for all claims.

7.2 Transport Insurance

For higher-value shipments, we strongly recommend Cargo/Transit Insurance and coverage for loss, theft, or damage during transport.

This is your responsibility if you organize shipping yourself.

8. Claims and Refunds

8.1 Contractual Reporting Period for Problems

30-DAY REPORTING PERIOD:

The period for reporting a problem, defect, or complaint via the Cultioo App is strictly 30 DAYS FROM THE DATE OF DELIVERY of the goods.

AFTER EXPIRATION OF THIS CONTRACTUAL PERIOD, DEFECTS CAN NO LONGER BE REPORTED OR CLAIMED VIA THE CULTIOO APP.

This short reporting period forces buyers to promptly inspect received goods, enables quick problem resolution, and protects against stale claims.

Note: Statutory claims subject to longer statutes of limitations remain fundamentally unaffected but must be asserted outside the platform directly against you.

8.2 Primary Resolution of Disputes

BUYER AND SELLER RESPONSIBILITY:

The primary resolution and settlement of product, quality, or delivery problems must occur directly between you and the buyer.

Cultioo is NOT obligated to participate in these primary negotiations, act as mediator, or make decisions about refunds.

Cultioo may, at its sole discretion provide communication mechanisms or offer voluntary dispute resolution. This does not create a legal obligation to intervene.

8.3 Refund Processing

For legitimate complaints (e.g., defective goods, wrong items, prematurely expired products):

Your Obligations:

Offer reasonable solutions (full refund, partial refund, replacement delivery, credit for future purchases) and initiate the refund within 7 business days after agreement.

Financial Processing:

The financial burden of the refund rests exclusively with you. Cultioo will deduct the refund amount from your seller account. Commissions already paid out are not refunded.

Repeated Refunds:

A high refund rate can lead to account review, increased fees, account suspension, and termination.

8.4 Customer's Right to Refund

The buyer is entitled to a refund for product defects (spoiled, damaged, or unsafe products), wrong item (you delivered the wrong item), missing items (parts of the order are missing), prematurely expired products (products with an already exceeded expiration date), not as described (significant deviations from the product description), and not delivered (product was never delivered after reasonable waiting time).

9. Indemnification and Limitation of Liability

9.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CULTIOO IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES arising from use of the App or transactions, including but not limited to Lost Profits, Lost Revenue, Business Interruption, Loss of Data, Damage to Reputation, and Loss of Business Opportunities.

This comprehensive exclusion is a central element of risk minimization and is permissible and enforceable in commercial contract law between business partners.

9.2 Limitation of Total Liability (Liability Cap)

MAXIMUM LIABILITY:

Cultioo Inc.'s total liability to you for all claims arising from these TOS or use of the platform is limited to a specified maximum amount.

This total liability is limited to the greater of:

(a) All commissions and fees you paid to Cultioo in the six (6) months immediately preceding the event giving rise to the claim; OR

(b) Five Hundred U.S. Dollars ($500. 00 USD)

Exceptions to the Liability Cap:

This limitation of total liability does NOT apply to damages or losses caused by the following actions of Cultioo Inc.: Gross Negligence, Willful Misconduct, or Fraud.

9.3 Warranty Disclaimer for the Platform

THE CULTIOO BUSINESS APP AND ALL ASSOCIATED SERVICES ARE PROVIDED "AS-IS" AND "AS-AVAILABLE".

CULTIOO MAKES NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES REGARDING the availability, reliability, or error-free nature of the App, fitness for a particular purpose, non-infringement of third-party rights, security or error-free nature of software or technology, or accuracy of data or information.

You accept all risks associated with using the technology.

9.4 Indemnification

You agree to indemnify, defend, and hold harmless Cultioo Inc., its directors, officers, employees, contractors, and affiliated companies from all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or related to:

a) Your Products

Product liability claims (injuries, illnesses, damages from your products), product defects or errors, misrepresentations or misleading product information, allergic reactions or health damages, and violations of food safety laws.

b) Your Violation of these TOS

Breach of contract clauses, violation of prohibited product policies, and failure to fulfill obligations.

c) Your Non-Compliance with Laws

Violations of federal laws (FDA, USDA, FTC), violations of state regulations, license or permit violations, and tax violations.

d) Infringement of Third-Party Rights

Infringement of intellectual property rights (trademarks, copyrights, patents), violation of privacy or data protection rights, and defamation or libel.

e) Your Negligent or Intentional Acts

Fraud or intentional misrepresentation and gross negligence.

This indemnification includes all attorney's fees and legal costs, court costs and settlement amounts, damages and punitive payments, and regulatory fines.

Cooperation Obligation:

You are required to notify Cultioo immediately of potential claims, cooperate in the defense against claims, and provide all necessary information and documents.

Enforceability:

The enforceability of this indemnification obligation is directly tied to your financial strength. Therefore, mandatory insurance with Cultioo as "Additional Insured" is essential.

10. Privacy and Security

10.1 Privacy Policy

Your use of the platform is subject to the Cultioo Business App Privacy Policy, which describes how we collect, use, and protect your personal information.

By accepting these TOS, you also accept the Privacy Policy.

Privacy Policy available at: https://cultioo.com/us/us_cultioo_business_app_info#privacy

10.2 Data Processing

You consent that Cultioo may process your data for account management and authentication, transaction processing, compliance with legal obligations (KYC, AML, taxes), communication with you, platform improvement, and fraud prevention and security.

10.3 Disclosure of Seller Data

You expressly consent that Cultioo may disclose your seller information:

To Buyers: Name/username, contact details (email, phone), business address (for high-volume sellers pursuant to INFORM Act)

To Delvioo Driver: Name, pickup location, contact details (for emergency contact)

To Authorities: Tax authorities (IRS, State Tax Departments), law enforcement (for legal requests), regulatory authorities (FDA, USDA, etc.)

10.4 Data Security

Cultioo commits to implementing appropriate technical and organizational measures to protect your data, including encryption of data transmission, secure storage of sensitive data, access control, and regular security reviews.

11. Intellectual Property

11.1 Ownership of the Platform

All content, trademarks, logos, software, designs, and other intellectual property displayed on the platform are owned by Cultioo Inc. or its licensors and are protected by copyright, trademark, and other intellectual property laws.

You may not, without prior written consent from Cultioo reproduce, copy, or duplicate, distribute or publicly display, modify or create derivative works, or conduct reverse engineering.

11.2 Your Intellectual Property

You retain ownership of your product images, product descriptions, trademarks and logos, and copyrighted content.

License to Cultioo:

You grant Cultioo a worldwide, non-exclusive, royalty-free, transferable license to display your products on the platform, use your images and descriptions for marketing, and share with buyers and Delvioo for transaction purposes.

This license ends when you remove your product listings or delete your account.

11.3 No Infringement

You warrant that you are the lawful owner of all content or have the rights to use it, your products and content do not infringe third-party rights (trademarks, copyrights, patents), and you do not sell counterfeit or imitation products.

Violations of intellectual property rights can lead to immediate removal of listings, account suspension, legal consequences, and damage claims.

12. Termination of Use

12.1 Termination by You

You may terminate your seller account at any time by using the deletion function in the app or informing us in writing via the contact details in Section 17.

After termination you lose access to your account and all associated data, outstanding payouts will be processed according to the regular schedule (after deduction of all open claims), and you remain liable for all obligations incurred before termination.

12.2 Termination by Cultioo

Cultioo may terminate or suspend your account pursuant to Section 2.3 of these TOS.

In the event of termination by Cultioo for cause there is no entitlement to refund of fees paid, outstanding payouts may be withheld until all claims are resolved, and you may be excluded from future use of the platform.

12.3 Surviving Provisions

Provisions of these TOS that by their nature should survive termination remain in effect after termination of your use, including liability limitations, indemnification obligations, warranty disclaimers, arbitration agreement, governing law, and intellectual property provisions.

13. Dispute Resolution and Arbitration

13.1 Informal Dispute Resolution Attempt

Before initiating arbitration or a lawsuit, you commit to first attempting informal dispute resolution.

Procedure:

Send a detailed written complaint to Cultioo Inc., Attn: Legal Department - Dispute Resolution, 8 The Green, Ste A, Dover 19901, United States

Email: privacy@cultioo.com

The complaint must include your full name and contact details, a description of the nature and basis of the claim or dispute, and the desired remedy.

60-Day Negotiation Period:

After receipt of the complaint, both parties will attempt in good faith to resolve the dispute informally. This 60-day period is mandatory before initiating arbitration.

13.2 Binding Arbitration Agreement

MANDATORY ARBITRATION AGREEMENT:

ALL DISPUTES, CONTROVERSIES, OR CLAIMS arising out of or relating to these TOS, use of the Cultioo Business App, transactions, or Cultioo's services SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION, rather than in court.

YOU HEREBY EXPRESSLY WAIVE YOUR RIGHT TO LITIGATE A DISPUTE IN COURT AND TO BE JUDGED BY A JURY.

13.3 Arbitration Rules and Administration

Arbitration Organization:

The arbitration will be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes.

AAA Rules available at: www.adr.org or by phone: 1-800-778-7879

13.4 Arbitrator and Procedure

Arbitrator:

The arbitration will be conducted by a single neutral arbitrator selected according to AAA Rules. The arbitrator has exclusive authority to decide all disputes, including interpretation and enforceability of this arbitration agreement.

Location of Arbitration:

The arbitration will take place in Delaware, USA (or by phone/video by agreement).

Procedure:

The procedure may be conducted orally (hearing), by phone, by video conference, or based on written submissions. The arbitrator decides on the appropriate form.

Award:

The arbitrator's decision is final and binding. The award may be entered as a judgment in any court of competent jurisdiction.

13.5 Costs and Fees

Filing Fees and Administrative Costs:

For claims under $10,000: Cultioo will pay all AAA filing fees, administrative costs, and arbitrator fees, unless the arbitrator finds your claims were frivolous.

For claims of $10,000 or more: Fees will be allocated according to AAA Rules.

Attorney's Fees:

Each party bears its own attorney's fees, unless applicable law or the arbitrator orders otherwise. Cultioo will not seek attorney's fees from you unless the arbitrator finds your claims were frivolous.

13.6 Class Action Waiver

YOU AND CULTIOO AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS.

Consolidation:

The arbitrator may not consolidate the claims of multiple persons or preside over any form of representative action.

Invalidity of this Clause:

IF THIS SPECIFIC PROVISION IS FOUND TO BE UNENFORCEABLE, THE ENTIRE ARBITRATION AGREEMENT IS NULL AND VOID, and all disputes will be litigated in court.

13.7 Opt-Out Right (30-Day Window)

You have the right to opt out of this arbitration agreement by sending a written notice to:

Cultioo Inc., Attn: Legal Department - Arbitration Opt-Out,

8 The Green, Ste A, Dover 19901, United States

The opt-out notice must be sent within thirty (30) days of your first use of the platform or acceptance of these TOS, whichever is earlier.

The notice must include your full name, your address, your email address associated with your Cultioo account, and a clear statement that you wish to opt out of the arbitration agreement.

If you opt out, all other terms of these TOS continue to apply. Opting out of the arbitration agreement has no effect on any previous, other, or future arbitration agreements you may have with Cultioo.

14. Governing Law

These Terms of Service and all disputes arising therefrom are governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of laws provisions.

The choice of Delaware law is made because of its well-developed and business-friendly commercial legislation.

15. Severability Clause

If any provision of these TOS is found to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely approximates the intent and economic purpose of the original provision.

The parties commit to negotiating in good faith to replace the invalid provision with a legally permissible provision.

16. Amendments to the TOS

Cultioo reserves the right to amend or update these TOS at any time. We will notify you of material changes via email or through a prominent notice on the platform.

Continued use of the platform after changes take effect constitutes your acceptance of the revised TOS. If you do not agree with the amended terms, you must cease using the platform and terminate your account.

17. Contact Information

For questions about these TOS, complaints, or concerns, please contact us at:

Cultioo Inc. A Delaware Corporation 8 The Green, Ste A, Dover 19901, United States of America

Main Contact: Email: support@cultioo.com

Legal Department: Email: support@cultioo.com

Disputes: Email: privacy@cultioo.com

Website: www.cultioo.com

We strive to respond to all inquiries within five (5) business days.

18. Confirmation and Consent

BY CLICKING "I ACCEPT", CHECKING THE CORRESPONDING BOX, OR USING THE CULTIOO BUSINESS APP, YOU CONFIRM AND DECLARE:

That you have fully read and understood these Terms of Service

That you agree to be bound by all provisions of these TOS

That you waive your right to litigate disputes in ordinary courts and instead agree to the binding arbitration agreement

That you waive your right to participate in class action lawsuits

That you understand and accept the liability limitations and warranty disclaimers

That you accept the integration of the Stripe Terms by reference

That you accept the mandatory insurance requirement with Cultioo as Additional Insured

That you are of legal age and have the legal capacity to enter into this agreement

That all information provided during registration is true, accurate, and complete

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE CULTIOO BUSINESS APP.

END OF TERMS OF SERVICE

© 2026 Cultioo Inc. All Rights Reserved. Last Updated: January 1, 2026 Version: 1.0 Governing Entity: Cultioo Inc., a Delaware Corporation

Delvioo Privacy Policy

Delvioo Driver App

English

PRIVACY POLICY

DELVIOO DRIVER APP

Effective for: United States of America Effective Date: January 1, 2026 Last Updated: January 1, 2026

Cultioo Inc., a Delaware corporation, understands that privacy and the security of personal data are fundamental concerns for its independent contractor drivers. This Privacy Policy describes in detail Delvioo's data collection, usage, disclosure, and security practices in compliance with United States privacy laws, including the Delaware Personal Data Privacy Act (DPDPA), the Federal Trade Commission (FTC) regulations, and the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA).

Delvioo is committed to maintaining the trust of its drivers by prioritizing privacy, implementing comprehensive technical and organizational measures (TOMs) to secure driver data, and ensuring complete transparency regarding all data processing activities.

Table of Contents

Scope and Application

Controller and Contact Information

Definitions

Consent and Data Basis

Categories of Information Collected and Processing Purposes

Data Storage and Data Security

Payment Processing, Bank Data, and Tax Compliance

Data Disclosure and Emergency Scenarios

Location Data (Precise Geolocation)

Payout Rules and Proof of Delivery

Your Privacy Rights

Data Retention Policy

Privacy of Minors

Do Not Track and Tracking Technologies

Changes to This Privacy Policy

Contact Information

1. Scope and Application

1.1 Scope

This Privacy Policy applies to all independent contractors (drivers) who use the Delvioo Driver Mobile App and associated services within the United States of America. Delvioo functions as a logistics and delivery service provider facilitating transportation between sellers and buyers.

1.2 Legal Framework

Delvioo's commitment to privacy is guided by:

Delaware Personal Data Privacy Act (DPDPA) – Privacy law of the State of Delaware

Federal Trade Commission (FTC) Act – Federal requirements for fair data practices

California Consumer Privacy Act (CCPA) and California Privacy Rights Act (CPRA) – As best-practice standards for sensitive data

Virginia Consumer Data Protection Act (VCDPA)

Colorado Privacy Act (CPA)

Connecticut Data Privacy Act (CTDPA)

Other applicable state privacy laws

1.3 Driver Status

Delvioo drivers operate as independent contractors with 1099 status and are not employees of Cultioo Inc.

Although the DPDPA in Delaware may exclude individuals in an employment relationship from protection, Delvioo grants all drivers the comprehensive rights prescribed by the CPRA, regardless of their location or employment status.

1.4 Consent Through Use

By registering for or using the Delvioo Driver App, you provide explicit consent to the collection and processing of your data in accordance with this Privacy Policy.

2. Controller and Contact Information

Responsible Company:

Cultioo Inc. A Delaware Corporation 8 The Green, Ste A, Dover 19901 United States of America

Contact: Email: privacy@cultioo.com

Privacy Office: Email: privacy@cultioo.com

Online Request Portal: www.cultioo.com

3. Definitions

To comply with DPDPA, CPRA, and other state privacy laws, this Privacy Policy uses the following definitions:

3.1 Personal Information (PI)

Information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular individual, including but not limited to: names, email addresses, physical addresses, phone numbers, IP addresses, driver's license numbers, financial account information, tax identification numbers, and location data.

3.2 Sensitive Personal Information (SPI)

A subcategory of Personal Information requiring enhanced protection, including:

Precise location data (GPS geolocation that can identify a person within 1,850 feet / approximately 564 meters)

Financial account information and credentials

Tax identification numbers (SSN, TIN)

Driver's license numbers

Other highly sensitive government identifiers

3.3 Sale

The selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a consumer's personal information to another business or third party for monetary or other valuable consideration.

3.4 Sharing

The sharing, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a consumer's personal information to a third party for cross-context behavioral advertising.

3.5 Service Provider

A business that processes personal information on behalf of Delvioo and is contractually bound to use the data exclusively for agreed-upon purposes.

4. Consent and Data Basis

4.1 Basis for Data Processing

The processing of your data is based on two main pillars:

Contractual Necessity: Processing is necessary to provide the logistics service, facilitate orders, and enable payouts.

Explicit Consent: Particularly for sensitive data (precise location data, financial information), you provide your explicit, revocable consent.

4.2 Consent Mechanism

Registration on the Delvioo platform, as well as subsequent updates to settings and use of services, constitute explicit consent to the processing of personal information in accordance with this policy.

This form of consent is:

Electronically documented

Clear and unambiguous

Revocable at any time

4.3 Right to Withdraw

You have the right to withdraw your consent at any time. Withdrawal does not affect the lawfulness of processing conducted prior to withdrawal.

IMPORTANT NOTICE: Since the processing of certain data (particularly precise location data) is strictly necessary for contract performance, withdrawal of this consent may result in Delvioo's inability to provide the logistics service.

4.4 Data Storage Upon Registration

All data shared or modified in the app is stored in a secure database by Delvioo.

Password Security:

Passwords are hashed (irreversibly encrypted) before storage in the database

Delvioo employees have no access to your original passwords

Industry-standard cryptographic hash functions are used (e.g., bcrypt, Argon2)

5. Categories of Information Collected and Processing Purposes

In accordance with CCPA/CPRA and DPDPA, Delvioo discloses the following categories of personal information collected in the last 12 months:

5.1 Detailed Overview of Data Categories

CCPA/CPRA Category A: Identifiers

Examples of Data Collected: Full name, email address, physical address, phone number, driver's license number, device ID, IP address

Source of Collection: Driver registration, transactional input, device

Primary Purpose: Account management, identification, security, order processing

Disclosed to Third Parties: Yes (service providers, buyers during active orders)

CCPA/CPRA Category B: Personal Records Information

Examples of Data Collected: Name, address, phone number, driver's license information

Source of Collection: Driver input, verification process

Primary Purpose: Order processing, verification, emergency contact

Disclosed to Third Parties: Yes (service providers, buyers/sellers in emergencies)

CCPA/CPRA Category D: Commercial Information

Examples of Data Collected: Order history, transaction records, payout history

Source of Collection: Transactions, driver activity

Primary Purpose: Order processing, billing, payout, internal analysis

Disclosed to Third Parties: Yes (payment processors)

CCPA/CPRA Category F: Internet/Network Activity

Examples of Data Collected: Interaction with app, session duration, settings changes, device/OS details

Source of Collection: Device, app usage

Primary Purpose: Debugging, quality assurance, service improvement, security monitoring

Disclosed to Third Parties: Yes (analytics providers/service providers)

CCPA/CPRA Category G: Geolocation Data

Examples of Data Collected: Precise GPS coordinates, real-time truck location

Source of Collection: Device (with explicit consent)

Primary Purpose: Order fulfillment, tracking, route optimization, status display

Disclosed to Third Parties: Yes (buyers, Delvioo dispatch team during active orders)

CCPA/CPRA Category K: Sensitive Personal Information (SPI)

Examples of Data Collected: Precise location, financial account information (complete account numbers), tax identification numbers (SSN, TIN), driver's license number

Source of Collection: Device, driver input, verification process

Primary Purpose: Service provision, payment processing, tax compliance, identity verification

Disclosed to Third Parties: Yes (Stripe for payments/taxes, buyers for tracking)

5.2 Detailed Description of Data Categories

A. Identifiers

Data Collected:

Full name (first and last name)

Email address

Physical address (residential address)

Phone number

Driver's license number

Device ID and unique identifiers

IP address

Processing Purposes:

Creation and management of your driver account

Authentication and access control

Identification during order handover

Communication with you

Fraud prevention and security

Sources: Direct input by driver upon registration; automatic collection by device

B. Commercial Information

Data Collected:

Order history and delivery details

Transaction records

Payout history

Earnings and performance statistics

Processing Purposes:

Processing orders

Calculating and disbursing compensation

Performance analysis

Internal analysis to improve the platform

Sources: Driver activity within the app, order processing

C. Internet and Network Activity

Data Collected:

Interaction data with the app

Pages and features visited

Click and navigation behavior

Session duration

Device type, operating system

App version

Processing Purposes:

Ensuring app functionality

Identifying and fixing errors (debugging)

Analyzing usage to improve user experience

Security monitoring

Sources: Automatic collection during app usage

D. Precise Geolocation Data (Sensitive Personal Information)

Data Collected: GPS coordinates of the truck, precise geographic location in real-time

Processing Purposes:

Strictly necessary for contract performance: Tracking, route optimization, status display

Transparent communication of delivery status to buyers

Emergency management

IMPORTANT NOTICE: This data is classified as Sensitive Personal Information (SPI) and requires your explicit consent. However, processing is strictly necessary to fulfill the logistics order.

Temporal Limitation: Real-time tracking is exclusively active during active orders.

Sources: Driver's device (with explicit device permission and consent)

E. Financial Account Information and Tax Data (Sensitive Personal Information)

Data Collected:

Complete bank account numbers

Credit card information

Tax identification numbers (SSN for U.S. citizens, TIN for businesses)

W-9 forms (for U.S. persons)

W-8 forms (for foreign contractors)

Processing Purposes:

Disbursement of compensation

Compliance with U.S. tax reporting laws (IRS regulations)

Fraud prevention and anti-money laundering (AML)

Special Note: This data is processed and stored exclusively by Stripe Inc. (see Section 7)

Sources: Driver input during payment setup and tax verification

6. Data Storage and Data Security

6.1 Highest Priority

!Privacy and security are our priority!

Delvioo treats data security as a core business function and implements comprehensive technical and organizational measures (TOMs) to protect driver data from unauthorized access, use, or disclosure.

6.2 Technical and Organizational Measures (TOMs)

a) Cryptography and Password Security

Irreversible Hashing: All driver passwords are immediately encrypted upon creation using an irreversible hashing process

No Plain Text Storage: Passwords are never stored in plain text

No Employee Access: Even Delvioo employees and administrators have no access to your original passwords

Industry Standard: Use of cryptographic standards (e.g., bcrypt, Argon2)

b) Encrypted Data Transmission

Transport Layer Security (TLS): All data transmissions between your app and Delvioo servers occur over encrypted HTTPS/TLS connections

End-to-End Protection: Protection against eavesdropping and man-in-the-middle attacks

At-Rest Encryption: Sensitive Personal Information (SPI), including geolocation data and financial data, is stored encrypted

c) Access Control

Strict Internal Access Policies: Only authorized employees with legitimate business needs have access to personal information (need-to-know basis)

Driver-Exclusive Modifications: Personal data and payment settings can only be changed by the authenticated driver via the secure app

Multi-Factor Authentication: Critical operations (account deletion, password change, payment changes) require additional confirmation

d) Data Loss Prevention (DLP)

Implementation of systems to monitor and prevent unauthorized transmission or storage of sensitive data

Automatic detection and blocking of data leaks

e) Infrastructure Security

Secure Server Environment: Use of professional, certified data centers

Regular Security Audits: Conducting penetration tests and security reviews

Incident Response Plan: Established procedures for handling security incidents

Regular Backups: Secure data backups to ensure data integrity

f) Employee Training

Regular training of all employees on privacy and data security

Commitment to confidentiality

6.3 Secure and Irreversible Deletion

Final Data Deletion: When you delete your account, all associated data is finally and irrevocably removed from the database (subject to legal retention obligations)

No Recovery Possible: Deleted data cannot be restored

Secure Deletion Protocols: Use of secure deletion methods that prevent recovery

6.4 No Disclosure to Third Parties for Marketing

Your data is fundamentally not disclosed to third parties for advertising or marketing purposes.

7. Payment Processing, Bank Data, and Tax Compliance

7.1 Exclusive Use of Stripe Inc.

Cultioo Inc. partners with Stripe Inc., a leading PCI-DSS certified payment service provider. All payment processing and storage of financial data is conducted exclusively through Stripe.

7.2 Security of Your Financial and Tax Data

Secure Storage:

All provided bank accounts and credit card data are stored exclusively securely and encrypted by Stripe Inc.

Delvioo never receives or stores your complete bank account numbers or credit card data

PCI-DSS Compliance: Stripe meets the highest security standards of the payment card industry (PCI-DSS Level 1)

W-9/W-8 Tax Compliance:

W-9 data (for U.S. citizens and residents) and W-8 data (for foreign contractors) are stored encrypted by Stripe

Collection of this data is a legal obligation to comply with U.S. tax reporting laws (IRS regulations)

This processing cannot be circumvented

7.3 Stripe as Independent Controller

Independent Responsibility: Stripe Inc. acts as an independent data controller for the personal information it processes

Separate Privacy Policy: You are subject to Stripe's separate privacy policy and terms of service

Stripe Privacy Policy: Available at https://stripe.com/privacy

7.4 Fraud Prevention and Anti-Money Laundering

Stripe uses the transmitted personal information for:

Fraud detection and loss prevention

Anti-money laundering (AML) compliance

Identity verification (Know Your Customer - KYC)

This use serves the legitimate interests of the company and ensures the security of the payment system.

7.5 Tax Retention Obligations

Delvioo and Stripe are obligated to comply with specific retention periods for tax documents:

W-9/W-8 forms: Minimum 7 years

Financial and payout records: Minimum 4 years

These periods comply with the requirements of the Internal Revenue Service (IRS) and the Federal Acquisition Regulation (FAR).

7.6 Disclaimer

Delvioo assumes no responsibility or liability for the security or use of data processed by Stripe. Use of Stripe occurs as a third-party service.

8. Data Disclosure and Emergency Scenarios

8.1 Principle of Non-Disclosure

Delvioo commits to not forwarding driver personal information to uninvolved third-party organizations, except in the following explicitly disclosed exceptions.

This serves to comply with the prohibition of unauthorized sale or disclosure of data without driver consent, as prescribed by DPDPA and CPRA.

8.2 Operational Disclosure (Standard Logistics)

To transparently process orders, certain minimal necessary information is operationally disclosed:

a) To the Buyer (Recipient)

Disclosed Data:

Driver's first and last name

Purpose: Identification and delivery confirmation

Temporal Limitation: Only during active orders

Legal Basis: Contract performance

b) Real-Time Truck Location

Disclosed Data:

Live location data (GPS coordinates) of the truck

Recipients:

Buyer (delivery recipient)

Delvioo dispatch team

Purpose:

Transparent communication of delivery status

Route optimization

Emergency management

Temporal Limitation: Exclusively during an active order

Legal Basis: Contract performance, Legitimate interest

Privacy Principle: Disclosure is strictly limited to the duration of service to respect privacy outside working hours.

8.3 Obligation to Disclose in Emergency Scenarios

In critical and unforeseen situations, Delvioo is obligated to disclose driver data (first name, last name, phone number, email) to the buyer and/or seller team.

Disclosed Data:

First and last name

Phone number

Email address

Emergency scenarios include:

Product picked up but not arrived:

Delivery was picked up from seller but has not arrived at destination

Exceeding agreed delivery time

Suspicious truck movement:

Buyer reports truck driving in wrong direction

Truck stops for extended period without apparent reason

Unusual route deviations

Breakdown or unforeseen event:

Technical problems with vehicle

Traffic accident

Weather conditions or road closures critically affecting delivery time

Legal Basis:

Vital Interest: Safety of driver and cargo

Legitimate Interest: Loss prevention, ensuring contract fulfillment

Contract Performance: Necessary communication for order processing

8.4 Legal Obligation (U.S. Standard)

Delvioo is obligated to disclose data to state or federal authorities when required by valid, formal legal process.

Requesting Entities:

Law enforcement agencies

Courts

Regulatory agencies

Legal Instruments:

Valid subpoena

Search warrant

Court order

Other legally mandated requests

Scope of Disclosure:

Delvioo will only disclose data to the extent strictly necessary to comply with the legal obligation.

Transparency Commitment:

Where legally permissible, Delvioo will inform the driver of such an order before data is disclosed.

8.5 Data Disclosure Overview

Recipient: Stripe Inc. (Payment Processor)

Data Categories: Financial data, tax data (W-9/W-8)

Purpose: Payout, tax compliance, fraud prevention

Legal Basis: Contract performance / Legal obligation

Limitations: Refer to Stripe Privacy Policy; encrypted storage

Recipient: Buyer (Delivery Recipient)

Data Categories: First name, last name; real-time location (during order)

Purpose: Identification, status transparency

Legal Basis: Contract performance

Limitations: Only during active order time

Recipient: Seller Team

Data Categories: Contact details (emergencies only)

Purpose: Emergency management

Legal Basis: Vital interest / Legitimate interest

Limitations: Only during critical incidents

Recipient: Delvioo Dispatch Team

Data Categories: Real-time location, contact details

Purpose: Route optimization, emergency management

Legal Basis: Legitimate interest / Vital interest

Limitations: Only during active order time

Recipient: U.S. Authorities

Data Categories: All relevant data (per request)

Purpose: Response to valid legal processes

Legal Basis: Legal obligation (subpoena, court order)

Limitations: Disclosure only when legally required

9. Location Data (Precise Geolocation)

9.1 Classification and Special Nature

Precise geolocation data is classified in leading U.S. states as Sensitive Personal Information (SPI).

Definition: Precise geolocation identifies a person within 1,850 feet (approximately 564 meters) or more precisely.

The processing of this data is therefore subject to enhanced due diligence and special driver rights.

9.2 Strict Necessity for Contract Performance

Collection of precise truck location data is strictly necessary to fulfill the logistics order.

Use Purposes:

Real-time delivery tracking

Route optimization

Transparent status display for buyers

Emergency management

Without this data, Delvioo cannot:

Process orders transparently

Provide delivery status display

Intervene in emergencies

9.3 Explicit Consent and Limitations

Consent:

The driver provides explicit, revocable consent to the collection of precise location data.

This consent is granted:

During registration (device permissions)

At the start of each order

Purpose Limitation and Data Minimization:

Data collection is subject to strict purpose limitation:

Data is used only for order fulfillment, route optimization, and transparent status display

Location tracking is exclusively limited to the duration of an active order

No tracking outside working hours

9.4 Driver Rights Regarding Location Data

a) Right to Limit Use (Right to Limit Use of SPI)

Under CPRA, you have the right to limit the use of your precise location data to purposes that are strictly necessary to provide the service.

Practical Implementation:

Location data is used exclusively for order fulfillment, route optimization, and status display

Delvioo does not use your location data for advertising purposes, profiling, or other non-operational purposes

b) Withdrawal of Consent

You can withdraw your consent to location collection at any time via device settings.

Consequence:

Should you limit or withdraw the use of precise geolocation, Delvioo cannot transparently process the logistics order and is entitled to discontinue the service.

9.5 Control Over Location Access

You have complete control over location access at all times:

Device Settings:

You can control the Delvioo App's access to your location data via your mobile device settings (iOS or Android)

Options:

Completely disable location access

Allow location access only while using the app

Disable precise location (approximate location only)

Note: Disabling location services makes execution of delivery orders impossible.

10. Payout Rules and Proof of Delivery

10.1 Purpose of Data Collection

Collection and processing of data related to delivery confirmation serves contract processing and authorization of compensation.

10.2 Payout Trigger (Proof of Delivery)

Payment is only released for payout when:

The driver has brought the product to the final destination AND the buyer has successfully scanned the QR code/security code (Proof of Delivery, PoD).

Processed Data:

Location and time of successful scan

QR code/security code validation

Delivery confirmation

Legal Basis: Contract performance (Contractual Necessity)

Processing of PoD data is a necessary prerequisite for financial settlement.

10.3 Transfer and Processing Time

Release for Transfer:

Payment is released for transfer immediately after successful validation and is ready for payout.

Dependence on External Factors:

Actual crediting to your account depends on:

Processing times of Stripe

Processing times of your bank

Chosen payout schedule

Typical Processing Time: 1-3 business days after release

10.4 Access to Payout Accounts

Only the driver has sole access to managing payout accounts in the app.

Management Options:

Adding bank accounts

Changing payout method

Viewing payout history

Managing tax information

Security Measure: All changes to payment settings require password confirmation.

11. Your Privacy Rights

Depending on your state of residence, independent contractors in the U.S. have specific legal rights regarding their personal information. Delvioo is committed to facilitating the exercise of these rights through transparent and accessible mechanisms.

11.1 Applicable Laws

The following rights apply particularly to residents of:

Delaware: DPDPA

California: CCPA/CPRA

Virginia: VCDPA

Colorado: CPA

Connecticut: CTDPA

Utah: UCPA

Delvioo grants these rights to all drivers, regardless of state of residence, to ensure a uniformly high privacy standard.

11.2 Right to Know / Right to Access

You have the right to request from Delvioo information about:

a) Categories of personal information collected

Which categories of personal information were collected about you

b) Sources of data

From which sources the personal information originated

c) Purpose of collection

For which business or commercial purposes the data was collected or disclosed

d) Categories of third parties

To which categories of third parties the personal information was disclosed

e) Specific data information

The specific personal information that Delvioo has collected about you

Time Period: The disclosure relates to the preceding 12 months.

Frequency: You can exercise this right up to twice within 12 months free of charge.

11.3 Right to Delete

You have the right to request deletion of your personal information that Delvioo has collected about you.

Self-Service Deletion:

You can delete your account independently at any time via the app:

Navigate to account settings

Select "Delete Account"

Confirm by entering your password

Deletion Process:

After confirmation, all data associated with your account is finally and irrevocably removed from the database

Data recovery is not possible

Exceptions to Right to Delete:

Delvioo may deny deletion if data retention is necessary for:

Completing the transaction for which the data was collected

Detecting security incidents, protecting against fraudulent or illegal activities

Debugging to identify and fix errors

Complying with legal obligations (e.g., tax retention periods of 7 years)

Internal uses reasonably aligned with expectations

Asserting or defending legal claims

11.4 Right to Correct

You have the right to request correction of inaccurate personal information that Delvioo has stored about you.

Self-Service Correction:

You can correct your data independently at any time via the app:

Navigate to account settings

Modify the desired information

Save changes

Correctable Data:

Name

Email address

Phone number

Address

Profile picture

Verification Requirement:

When requesting a correction, you must provide specific evidence or documents demonstrating the inaccuracy, as the burden of proof lies with the driver. The request must specify the desired changes in detail.

Support: If you need assistance with corrections, contact us using the contact details in Section 16.

11.5 Right to Limit Use of Sensitive Personal Information

You have the right to direct Delvioo to limit the use of your sensitive personal information (SPI) to what is necessary to provide the requested services.

Delvioo's SPI Practices:

a) Precise Location Data:

Location data is used exclusively for order fulfillment, route optimization, and status display

No use for advertising purposes or profiling

Control: You can restrict or revoke location access at any time via your device settings

b) Financial Account Information:

Delvioo does not store complete financial data

Complete financial data is managed exclusively by Stripe

c) Tax Data (SSN, TIN):

Used exclusively to fulfill legal obligations (IRS compliance)

Stored encrypted by Stripe

Link to Limit: A clearly visible link "Limit the Use of My Sensitive Personal Information" is available in app settings.

IMPORTANT NOTICE: Since precise geolocation is strictly necessary for contract performance, limiting this use would make service provision impossible.

11.6 Right to Opt-Out of Sale or Sharing

You have the right to opt-out of the sale or sharing of your personal information.

Current Status:

Delvioo does not currently sell or share personal information under CCPA/CPRA. Therefore, an opt-out is not currently required.

Future Commitment:

Should Delvioo introduce practices in the future that constitute sale or sharing:

A clearly visible link "Do Not Sell or Share My Personal Information" will be provided

You can opt-out at any time without affecting service quality

Universal Opt-Out Mechanisms (UOOMs):

Delvioo commits to respecting Universal Opt-Out Mechanisms such as Global Privacy Control (GPC) that users can employ to signal their preference against sale or sharing.

11.7 Right to Data Portability

You have the right to receive the personal information concerning you in a structured, commonly used, and machine-readable format.

Request:

Contact us using the contact details in Section 16 to request a copy of your data in a portable format.

Format: Data will be provided in a common format (e.g., JSON, CSV).

11.8 Right to Non-Discrimination

Delvioo expressly commits:

You will NOT be discriminated against for exercising any of your privacy rights.

This specifically means:

✅ Service will not be denied to you

✅ You will not be offered different prices or compensation

✅ You will not be provided a lower quality of service

✅ You will not be treated differently

Exception: Delvioo may offer you different terms if that difference is reasonably related to the value your data provides to Delvioo.

11.9 Exercising Your Rights

Submitting a Request:

You can exercise your privacy rights through the following channels:

a) Online Request Portal: https://cultioo.com/us/us_cultioo_business_app_info#privacy

b) Email: privacy@cultioo.com

c) Mailing Address: Cultioo Inc. Attn: Privacy Rights Department 8 The Green, Ste A, Dover 19901 United States of America

Verification Process:

To protect the security of your data, Delvioo must verify your identity before complying with your request:

Matching: We match the information you provide with data stored in our records

Additional Verification: For sensitive requests (e.g., deletion, access to specific data), additional verification steps may be required

Required Information: You must provide at least your full name, address, date of birth, and driver's license number

Authorized Agent: You can authorize a representative to submit a request on your behalf (written authorization required)

Response Time:

Delvioo will process and respond to your request within 45 days of receipt. In complex cases, this period may be extended by an additional 45 days; you will be informed.

Free of Charge:

Exercising your privacy rights is free of charge. Delvioo does not charge fees for processing your requests (at reasonable frequency).

12. Data Retention Policy

Delvioo stores personal information only as long as necessary to fulfill processing purposes or comply with legal retention requirements.

12.1 Criteria for Retention Period

The duration of data storage is determined by the following criteria:

Contractual Necessity:

The time period required to maintain the business relationship with the driver and provide and settle agreed-upon services

Legal Statutes of Limitations:

Time periods during which Delvioo must be able to defend or assert legal claims

Regulatory Obligations:

Specific requirements from U.S. federal agencies (e.g., IRS for tax documents) or states for logistics and financial records

12.2 Specific Retention Periods

Financial and Tax Data:

Tax data (W-9/W-8): 7 years

Financial and payout records: 4 years

Invoices, bills of lading: 4 years

Logistics and Operational Data:

Order and delivery data: 4 years

Proof of Delivery records: 4 years

Geolocation history: 90-180 days after order completion

Account Data:

Identifiers (name, email, address): Until account deletion by driver

Communication data: 12-24 months

Usage and Technical Data:

Logs, IP addresses, device IDs: 12-24 months

12.3 Special Treatment of Geolocation Data

Precise Location Data:

Stored only as long as necessary (90 to 180 days) after order completion to enable billing disputes or fraud prevention

After this period expires, raw data is either securely deleted or anonymized so that it can no longer be associated with the driver

12.4 Data Integrity and Secure Disposal

Audit Trail:

When archiving and transferring data, Delvioo must maintain an audit trail to ensure the integrity, reliability, and security of original data.

Secure Disposal:

After the retention period expires, data is disposed of securely and irrecoverably:

Physical documents: Burning or shredding

Electronic media: Irrecoverable deletion or overwriting to ensure no data can be recovered

13. Privacy of Minors

13.1 Children's Online Privacy Protection Act (COPPA)

The Delvioo Driver App is directed to an adult audience and is not designed or intended for persons under 18 years of age.

Minimum Age for Drivers:

Drivers must be at least 18 years old

Possession of valid driver's license required

Commitment:

Delvioo does not knowingly collect personal information from persons under 18 years of age. If we become aware that we have inadvertently collected personal information from a person under 18, we will take steps to delete that information as soon as possible.

13.2 Parental Notice

Parents or legal guardians are encouraged to contact us if they believe a minor has provided Delvioo with personal information.

13.3 Age Verification

Upon registration, drivers must confirm they are at least 18 years old. Driver's license number is used for age verification.

14. Do Not Track and Tracking Technologies

14.1 Use of Cookies and Tracking Technologies

The Delvioo Driver App may use cookies and similar tracking technologies to ensure functionality and improve user experience.

14.2 Types of Tracking Technologies

a) Essential Cookies

Purpose: Enable basic functions (e.g., login, session management)

Legal Basis: Contract performance (necessary for service provision)

Duration: Until session end or up to 12 months

b) Analytics Cookies

Purpose: Analyze usage to improve the app

Legal Basis: Consent or legitimate interest

Duration: Up to 12 months

c) Functional Cookies

Purpose: Remember user preferences and settings

Legal Basis: Consent or legitimate interest

Duration: Up to 12 months

14.3 Cookie Control

You can adjust your cookie settings at any time via app settings or your device. Disabling certain cookies may limit app functionality.

14.4 Do Not Track (DNT) Signals

Current Position:

Delvioo currently does not honor traditional Do Not Track (DNT) browser signals, as there is no uniform industry standard.

Transparency: We disclose that third-party tracking may occur through integrated service providers (e.g., analytics platforms).

14.5 Global Privacy Control (GPC)

Commitment to Honor GPC:

In compliance with CCPA/CPRA and other state laws, Delvioo commits to recognizing and honoring the Global Privacy Control (GPC) signal as a valid opt-out request for:

Sale of personal information

Sharing for cross-context behavioral advertising

Implementation:

When we detect a GPC signal from your browser or device, we will treat it as a request to opt-out on that browser/device.

14.6 Third-Party Trackers

The Delvioo Driver App may integrate third-party services that use their own tracking technologies:

Examples:

Google Analytics (analytics)

Firebase (crash reporting, analytics)

Stripe (payment processing)

Control: These third parties have their own privacy policies. You can manage third-party tracking through:

Device privacy settings

Browser settings

Third-party opt-out tools

14.7 Advertising and Marketing

Current Status:

Delvioo does not currently display third-party advertising within the app.

Future Disclosure:

If third-party advertising is introduced, you will be informed and appropriate opt-out mechanisms will be provided.

15. Changes to This Privacy Policy

Delvioo reserves the right to update this Privacy Policy from time to time to reflect changes in legislation, business processes, or best practices in privacy.

15.1 Notification of Changes

Material changes to this Privacy Policy will be communicated clearly and conspicuously through:

In-app notification

Email to your registered email address

Prominent notice on our website

15.2 Effective Date

The current version of this Privacy Policy is effective as of January 1, 2026.

15.3 Review Recommendation

We recommend that you periodically review this Privacy Policy to stay informed about how we protect your information.

15.4 Continued Use

Your continued use of the Delvioo Driver App after changes to this Privacy Policy constitutes acceptance of the updated terms.

16. Contact Information

For questions, concerns, or to exercise your rights regarding your personal information, you can contact us through the following channels:

16.1 General Inquiries

Cultioo Inc. A Delaware Corporation 8 The Green, Ste A, Dover 19901 United States of America

Email: support@cultioo.com

16.2 Privacy-Specific Inquiries

Privacy Department Email: privacy@cultioo.com

16.3 Online Request Portal

You can also submit your requests through our online portal: www.cultioo.com

16.4 Mailing Address

Cultioo Inc. Attn: Privacy Rights / Legal & Compliance Department 8 The Green, Ste A, Dover 19901 United States of America

16.5 Response Time

We will respond to your inquiry within:

Privacy rights requests: 45 days (may be extended to 90 days for complex requests with notification)

General inquiries: 5-7 business days

End of Privacy Policy

Last Updated: January 1, 2026 Version: 1.0 Governing Entity: Cultioo Inc., a Delaware Corporation

© 2026 Cultioo Inc. All Rights Reserved.

Delvioo Terms & Conditions

Delvioo Driver App

English

TERMS OF SERVICE (TOS)

DELVIOO DRIVER APP (INDEPENDENT CONTRACTOR SIDE)

Effective Date: January 1, 2026 Last Updated: January 1, 2026

Table of Contents

General Provisions and Contract Formation

Independent Contractor Relationship and Status

Driver Obligations and Operational Requirements

Vehicle Registration and Temperature Control Standards

Payment Terms and Compensation

Technology Usage and Data Rights

Liability, Insurance, and Risk Allocation

Navigation and Operational Execution

Proof of Delivery and Payout Triggers

Loss, Damage, and Delay Liability

Indemnification and Hold Harmless

Limitation of Liability

Termination of Services

Dispute Resolution and Arbitration

Governing Law

Severability Clause

Amendments to the TOS

Contact Information

Confirmation and Consent

1. General Provisions and Contract Formation

1.1 Acceptance of Terms and Scope of Application

By accessing, using, or registering a driver account on the Delvioo Driver App (the "App" or "Platform"), you ("Driver", "you" or "your") fully, irrevocably, and unconditionally accept these Terms of Service (the "TOS"), the Delvioo Driver Privacy Policy, and the terms of our external payment service provider Stripe, Inc. ("Stripe Terms").

Your consent is provided through a clickwrap procedure: Before activating your driver account or accepting your first delivery order, you must actively click a checkbox or press a button confirming your acknowledgment and acceptance of these TOS. This procedure ensures the legal enforceability of these TOS, including the arbitration agreement in Section 14.

IMPORTANT NOTICE: These TOS contain provisions that limit our liability, include a binding arbitration agreement, and waive your right to participate in class action lawsuits. Please read these carefully.

1.2 Delvioo's Role as Technology Intermediary

Delvioo functions exclusively as a technology platform for connecting drivers with delivery opportunities between sellers and buyers.

Delvioo is NOT:

A transportation company, freight broker, motor carrier, or logistics provider

An employer of drivers

A contracting party to the transportation agreement between you and the shipper

Responsible for the physical execution, fulfillment, or safety of transportation services

A provider of cargo insurance

You as the driver are solely responsible for all aspects of the transportation service, including vehicle operation, cargo safety, regulatory compliance, and customer service.

Delvioo expressly disclaims any responsibility or liability for the execution of transportation contracts, compliance with applicable transportation laws by drivers, or disputes arising from delivery services.

1.3 United States of America

These TOS apply exclusively to drivers who are resident or conduct business in the United States of America, provide delivery services through the Delvioo platform within the USA, and comply with all applicable U.S. federal and state laws.

2. Independent Contractor Relationship and Status

2.1 Independent Contractor Status

YOU ACKNOWLEDGE AND AGREE that you are an independent contractor and NOT an employee, agent, partner, joint venturer, or franchisee of Cultioo Inc.

This independent contractor relationship means:

a) No Employment Relationship

You are not entitled to employee benefits such as health insurance, retirement benefits, workers' compensation, unemployment insurance, paid time off, or any other benefits provided to Delvioo employees

Delvioo does not withhold income taxes, Social Security, Medicare, or any other employment taxes from your compensation

You are solely responsible for all federal, state, and local taxes, including self-employment taxes

b) Complete Autonomy and Control

You have the exclusive right to:

Choose your own working hours: You have sole control over the selection of start and end times, work days, and work schedules

Accept or decline orders: You have the absolute right to accept or decline any delivery order without penalty or contractual sanction (other than general algorithmic order assignment)

Select routes: You have the sole right to select routes and deviate from suggested routes at your discretion

Work for competitors: You are free to provide services for any other legal or natural person during the term of this contract, including direct competitors of Delvioo

Hire assistants: You have the right to hire assistants, use subcontractors, or employ your own staff to provide the services, provided they meet all requirements of these TOS

Use your own vehicle: You provide and maintain your own vehicle and equipment at your own expense

c) Business Operation

You warrant that:

You operate or are attempting to operate an independent business engaged in the transportation of goods

You have made, or will make, the necessary investments in your business (vehicle, insurance, licenses, equipment)

You have the opportunity for profit or loss depending on your business decisions, efficiency, and operational choices

You maintain separate business records and accounts

2.2 No Agency or Representative Authority

You have no authority to:

Bind Delvioo to any contract or agreement

Make any representations or warranties on behalf of Delvioo

Incur any debt or liability in Delvioo's name

Hold yourself out as an employee, agent, or representative of Delvioo

2.3 Compliance with IRS Classification

This relationship is structured to comply with the Internal Revenue Service (IRS) guidelines for independent contractor classification. You will receive IRS Form 1099-NEC (or successor form) for tax reporting purposes if your earnings meet the statutory threshold.

IMPORTANT: Delvioo's classification of you as an independent contractor is based on the totality of the working relationship. If any court, agency, or arbitrator determines that you should be classified as an employee under applicable law, Delvioo reserves the right to immediately terminate this agreement.

3. Driver Obligations and Operational Requirements

3.1 Licenses, Permits, and Legal Compliance

You warrant and guarantee that you possess and will maintain at all times:

a) Valid Driver's License

A current, valid driver's license appropriate for the class and type of vehicle you operate

Compliance with all state and federal licensing requirements

b) Commercial Vehicle Registration

Proper vehicle registration and licensing in accordance with state and federal law

Valid DOT (Department of Transportation) number if required for your vehicle class and operation

Compliance with FMCSA (Federal Motor Carrier Safety Administration) regulations if applicable

c) Business Licenses and Permits

All necessary commercial transportation permits

Business licenses required by your state or local jurisdiction

Authority to operate as a motor carrier or under a registered motor carrier

d) Federal and State Compliance

Compliance with Hours-of-Service (HOS) regulations (49 CFR Part 395) if applicable

Electronic Logging Device (ELD) requirements (49 CFR Part 395, Subpart B) if applicable

Drug and alcohol testing requirements (49 CFR Part 382) if applicable

Vehicle inspection and maintenance requirements (49 CFR Part 396)

3.2 Vehicle Safety and Maintenance

You are solely responsible for:

a) Vehicle Condition

Ensuring your vehicle is roadworthy, safe, and properly maintained

Conducting pre-trip and post-trip inspections

Maintaining all required safety equipment

Ensuring compliance with weight and dimension regulations

b) Insurance Coverage (Detailed in Section 7)

Maintaining required commercial auto insurance

Maintaining cargo/freight insurance

Providing proof of insurance upon request

c) Fuel, Tolls, and Operating Costs

All fuel costs

Tolls, parking fees, and traffic citations

Vehicle maintenance, repairs, and depreciation

3.3 Professional Standards and Conduct

You agree to:

a) Safety Standards

Comply with all federal, state, and local traffic and safety laws

Operate your vehicle in a safe, professional, and courteous manner

Not operate your vehicle while under the influence of drugs or alcohol

Not engage in distracted driving (texting, handheld device use, etc.)

b) Customer Service

Treat all customers (buyers and sellers) with professionalism and respect

Communicate promptly and clearly regarding delivery status

Present yourself and your vehicle in a professional manner

c) App Usage

Use the Delvioo Driver App exclusively for its intended purpose

Enable GPS location services during active delivery orders (see Section 6)

Follow PoD (Proof of Delivery) procedures accurately (see Section 9)

d) Prohibited Conduct

No fraudulent activity or misrepresentation

No theft, damage, or unauthorized use of cargo

No use of the platform for illegal purposes

No harassment, discrimination, or abusive behavior

4. Vehicle Registration and Temperature Control Standards

4.1 Vehicle Addition and Ownership Verification

When you add a vehicle to your Delvioo Driver account through the "Add Vehicle" or "Edit Vehicle" modal:

a) Ownership Confirmation

By adding a vehicle, you automatically warrant and represent that you own, lease, or have legal authority to operate that vehicle for commercial purposes

You authorize Delvioo to verify vehicle ownership through public records and databases

b) Vehicle Documentation

You must upload photographs of your vehicle, including:

Exterior photos (front, back, sides)

Interior cargo area

Vehicle identification number (VIN) plate

Vehicle registration document

Proof of insurance

Commercial license plates (if applicable)

c) Database Storage

All uploaded vehicle photos and documentation are securely stored in the Delvioo database for compliance verification, quality control, and dispute resolution purposes

This documentation may be reviewed by Delvioo compliance staff and provided to authorities upon lawful request

4.2 Temperature-Controlled Transportation Standards

When selecting the shipping type for your vehicle in the "Add Vehicle / Edit Vehicle" modal, you must accurately designate the capabilities your vehicle supports:

Available Shipping Types:

Standard / Delvioo Shipping: Ambient temperature, non-perishable goods

Express Shipping: Time-sensitive deliveries, ambient temperature

Cold Chain / Refrigerated Shipping: Temperature-controlled transport for perishable goods

CRITICAL OBLIGATION:

IF YOU SELECT "COLD CHAIN" OR "EXPRESS" SHIPPING, YOU WARRANT THAT YOUR VEHICLE IS EQUIPPED WITH THE APPROPRIATE TEMPERATURE CONTROL SYSTEMS AND THAT YOU WILL MAINTAIN THE REQUIRED TEMPERATURE RANGE THROUGHOUT TRANSPORT.

4.3 Temperature Maintenance and Monitoring

a) Cold Chain Requirements

If you accept cold chain orders, you must:

Maintain the cargo at the temperature specified by the seller/platform (typically 32°F - 40°F / 0°C - 4°C for refrigerated, or below 0°F / -18°C for frozen)

Equip your vehicle with functioning refrigeration or insulated cooling systems

Monitor and document temperature throughout transport if required

Prevent temperature excursions that could compromise product safety

b) Documentation

You may be required to:

Provide temperature logs upon delivery

Photograph thermometers or monitoring devices

Report any refrigeration failures immediately

4.4 Driver Liability for Temperature Failures and Spoilage

YOU ARE SOLELY AND EXCLUSIVELY LIABLE IF:

a) Products Spoil Due to Temperature Failure

If refrigerated or frozen products spoil, deteriorate, or become unsafe due to your failure to maintain proper storage temperature during transport

If products reach unsafe temperatures due to equipment failure that you failed to detect or report

b) Cargo Loss Due to Negligence

If you accept a cold chain order without possessing adequate refrigeration equipment

If you fail to monitor temperature and products are damaged as a result

c) Financial Liability

In the event of temperature-related spoilage or damage:

You are liable for the full wholesale or retail value of the lost products (as determined by the seller and/or buyer)

Delvioo may deduct this amount from your pending payouts (Right of Offset, Section 11)

The seller and/or buyer may pursue additional claims against you for consequential damages

d) Documentation of Loss

Temperature-related losses may be documented through:

Temperature logs showing excursions

Buyer reports of spoiled products upon delivery

Photographic evidence of product condition

Failure to complete PoD due to buyer refusal of spoiled goods

IMPORTANT: If you do not have reliable refrigeration equipment, DO NOT select "Cold Chain" shipping capabilities. Fraudulent misrepresentation of vehicle capabilities is grounds for immediate termination and liability for all resulting damages.

5. Payment Terms and Compensation

5.1 Compensation Structure

a) Basis of Compensation

Your compensation is calculated based on factors including but not limited to:

Distance traveled

Time required for pickup and delivery

Type of cargo (standard, express, cold chain)

Market demand and surge pricing (if applicable)

Successful completion of Proof of Delivery (PoD)

The specific compensation for each order is displayed in the app before you accept the order.

b) Service Fees and Deductions

Delvioo reserves the right to deduct from your gross earnings:

Platform service fees (typically 5% of gross delivery fee)

Payment processing fees (via Stripe, typically 2.9% + $0.30 per transaction)

Chargebacks, refunds, or customer disputes

Damages, fines, or penalties arising from your breach of these TOS

Insurance verification fees (if applicable)

5.2 Payment Processing via Stripe Connect

a) External Payment Processor

All payment processing and disbursements are handled exclusively through Stripe Inc. (Stripe Connect).

BY ACCEPTING THESE TOS, YOU AUTOMATICALLY AGREE TO THE STRIPE CONNECTED ACCOUNT AGREEMENT, available at: https://stripe.com/legal/connect-account

b) Financial Data and Tax Compliance

You must provide:

Valid bank account information for ACH transfers

IRS Form W-9 (for U.S. persons) or W-8BEN (for foreign contractors)

Tax Identification Number (TIN) or Social Security Number (SSN)

Stripe will issue IRS Form 1099-NEC if your earnings meet the reporting threshold ($600+ as of 2024).

c) Stripe's Role

Stripe acts as an independent data controller and payment processor. Stripe uses your data for:

Identity verification (KYC - Know Your Customer)

Fraud detection and loss prevention

Anti-money laundering (AML) compliance

Payout processing

Delvioo assumes no liability for Stripe's data processing, payment delays, or decisions.

5.3 Payout Schedule and Processing

a) Standard Payout Cycle

Payouts occur automatically according to a set schedule (e.g., weekly, bi-weekly) as displayed in your driver dashboard.

b) Payout Method

Payouts are made exclusively via ACH transfer (Automated Clearing House) to your verified U.S. bank account.

c) Payout Delays

Stripe may delay payouts to:

Conduct fraud prevention verification

Investigate disputed transactions

Comply with legal holds or investigations

d) Minimum Payout Threshold

$0

5.4 Chargebacks and Disputes

a) Buyer Chargebacks

If a buyer initiates a chargeback through their bank or credit card company:

You are liable for the full transaction amount

You are liable for chargeback fees (typically $15-$25 per incident)

Delvioo/Stripe will deduct these amounts from your pending payouts

b) Defense Rights

You have the right to submit evidence to contest unjustified chargebacks:

Proof of Delivery (PoD) confirmation

Photographic evidence

Communication records with buyer

Stripe will forward your defense to the card issuer.

c) High Chargeback Rate

A chargeback rate exceeding 1% of your transactions may result in:

Account suspension

Increased service fees

Termination of your driver agreement

5.5 Tax Responsibilities

You are solely responsible for:

Reporting all income from Delvioo on your federal and state tax returns

Paying self-employment taxes on your net profits

Making estimated quarterly tax payments if required

Maintaining proper accounting records

Compliance with state and local tax obligations

Delvioo does not withhold taxes from your compensation. You are responsible for all tax liabilities arising from your earnings.

6. Technology Usage and Data Rights

6.1 GPS and Location Data Consent

a) Explicit Consent

YOU EXPRESSLY CONSENT to the collection of your precise geolocation data (GPS coordinates) exclusively during active delivery orders.

This consent is granted:

When you register as a driver (device permissions)

Each time you accept a delivery order

Through continued use of the app

b) Temporal Limitation

GPS tracking is active only while you have an accepted, active delivery order. Delvioo does not track your location when:

You are logged out of the app

You have no active orders

You are off-duty

c) Data Usage

Your location data is used exclusively for:

Real-time tracking and route optimization

Transparent delivery status updates to buyers

Emergency management and safety

Proof of delivery verification

Dispute resolution

d) Data Disclosure

During an active order, your real-time location is shared with:

The buyer (delivery recipient)

The seller (if necessary for coordination)

Delvioo dispatch team

e) Right to Withdraw Consent

You can withdraw consent to location tracking at any time via device settings. However, withdrawal of location consent will make it impossible for you to accept and complete delivery orders, effectively terminating your ability to use the platform.

6.2 Confidentiality of User Data

You may receive access to personal information of buyers and sellers (names, addresses, phone numbers) solely for the purpose of completing deliveries.

You agree to:

Use this information exclusively for delivery purposes

Maintain strict confidentiality

Not disclose, sell, or misuse this information

Delete or destroy this information after delivery completion

Violation of confidentiality obligations is grounds for immediate termination and may result in legal action.

6.3 Device Requirements

You are responsible for:

Providing and maintaining a compatible mobile device (smartphone) capable of running the Delvioo Driver App

Maintaining an active data plan for app connectivity

Ensuring your device has sufficient battery life during deliveries

Troubleshooting device issues

7. Liability, Insurance, and Risk Allocation

7.1 Mandatory Insurance Requirements

You are required to obtain and maintain adequate insurance coverage at all times to cover risks associated with your transportation business.

7.2 Required Insurance Policies

a) Commercial Auto Liability Insurance

Minimum Coverage Limits:

$750,000 per occurrence for non-hazardous goods (federal minimum for interstate commerce)

$1,000,000 per occurrence (recommended for additional protection)

Coverage must include:

Bodily injury

Property damage

Coverage for hired and non-owned vehicles (if applicable)

b) Cargo / Freight Insurance

Minimum Coverage:

$100,000 per occurrence for cargo loss or damage

Coverage must protect against:

Theft of cargo

Damage to cargo during transport

Spoilage (for temperature-controlled cargo)

Loss due to accidents or negligence

c) General Commercial Liability Insurance (Recommended)

Coverage for:

Premises liability

Personal injury

Advertising injury

7.3 Delvioo as Additional Insured (MANDATORY)

CRITICAL REQUIREMENT:

Cultioo Inc. MUST be named as "Additional Insured" on your Commercial Auto Liability policy and, if applicable, your Cargo Insurance policy.

What this means:

Delvioo is directly protected by your insurance

Your insurer must defend and indemnify Delvioo in third-party claims arising from your services

This secures the indemnification obligation in Section 11

7.4 Proof of Insurance

You are required to:

Submit a Certificate of Insurance (COI) to Delvioo before activating your driver account

Maintain insurance continuously throughout your driver activity

Notify Delvioo of any changes, cancellations, or lapses in coverage (minimum 30 days' notice)

Renew and update COI annually

Failure to provide proof of adequate insurance will result in:

Account suspension

Inability to accept delivery orders

Personal and unlimited liability for all claims

Immediate termination

7.5 No Insurance Provided by Delvioo

Delvioo does NOT provide:

Commercial auto insurance

Cargo or freight insurance

Workers' compensation insurance

Any other form of insurance coverage for drivers

You are solely responsible for obtaining and paying for all required insurance.

8. Navigation and Operational Execution

8.1 Route Guidance

a) Suggested Routes

The Delvioo Driver App may provide route suggestions optimized for:

Shortest distance

Estimated fastest time

Traffic conditions

Fuel efficiency

b) Driver Autonomy

YOU HAVE THE SOLE RIGHT AND RESPONSIBILITY TO:

Select the actual route you will travel

Deviate from suggested routes at your discretion

Make real-time decisions based on traffic, weather, road conditions, and safety

Suggested routes are advisory only. Delvioo does not control, mandate, or direct your route selection.

c) Safe Navigation

You are solely responsible for:

Operating your vehicle safely and legally

Complying with all traffic laws and regulations

Avoiding distracted driving

Using navigation tools safely (e.g., not viewing screens while driving)

8.2 Pickup and Delivery Locations

a) Pickup from Seller

The app will display:

Seller's pickup address

Pickup time window

Contact information

You are obligated to:

Arrive at the pickup location within the designated time window

Verify the cargo and condition upon pickup

Inspect for damage or discrepancies

Photograph cargo condition (recommended for dispute protection)

Communicate with the seller professionally

b) Delivery to Buyer

The app will display:

Buyer's delivery address

Delivery time window

Contact information (phone number, email) for emergency use only

You are obligated to:

Transport cargo safely and expeditiously to the destination

Deliver within the agreed time window

Contact the buyer if delays or issues arise

Complete Proof of Delivery (PoD) procedures (Section 9)

8.3 Cargo Handling and Care

You are solely responsible for:

Proper loading and securing of cargo

Protecting cargo from damage, theft, or loss during transport

Maintaining required temperature conditions for cold chain cargo (Section 4.4)

Handling fragile or hazardous materials appropriately

Complying with DOT and FMCSA regulations for cargo securement

9. Proof of Delivery and Payout Triggers

9.1 Proof of Delivery (PoD) Requirement

CRITICAL: A delivery is not considered successfully completed until the Proof of Delivery (PoD) is secured through the QR code/security code scan by the buyer.

9.2 PoD Procedure

a) QR Code / Security Code Scan

Upon arrival at the delivery destination:

Unload and present the cargo to the buyer

Request that the buyer scan the QR code or enter the security code displayed in your driver app

Verify that the scan is successful and recorded in the app

b) Alternative PoD Methods (if QR scan unavailable)

If the buyer is unable to scan the code:

Photograph the delivered cargo at the delivery location with the buyer present

Obtain the buyer's signature (digital or written)

Record the buyer's name and time of delivery

Contact Delvioo support immediately if you cannot complete PoD.

9.3 Driver Responsibility for PoD

You are solely responsible for:

Ensuring the PoD is accurately completed

Verifying the PoD is recorded in the system before leaving the delivery location

Not abandoning cargo without confirmed PoD

Failure to secure PoD may result in:

Non-payment for the delivery

Liability for lost or undelivered cargo

Chargebacks or disputes

Account suspension or termination

9.4 Payout Trigger

Payment is only released for payout when:

The driver has transported the product to the final destination AND the buyer has successfully scanned the QR code/security code (Proof of Delivery).

a) Processed Data

The following data is recorded to authorize payment:

Location and timestamp of successful PoD scan

QR code/security code validation

Delivery confirmation

b) Legal Basis

Processing of PoD data is strictly necessary for contract performance. Without validated PoD, payment cannot be authorized.

9.5 Payment Release and Transfer

a) Immediate Release

Payment is released for transfer immediately after successful PoD validation and becomes ready for payout.

b) Actual Crediting

Actual crediting to your bank account depends on:

Stripe processing times

Your bank's processing times

The chosen payout schedule

Typical processing time: 1-3 business days after release

9.6 Sole Access to Payout Accounts

Only you have sole access to managing your payout accounts in the app.

Management capabilities:

Adding bank accounts

Changing payout method

Viewing payout history

Managing tax information

Security Measure: All changes to payment settings require password confirmation.

10. Loss, Damage, and Delay Liability

10.1 Liability for Cargo Loss

YOU AND/OR YOUR CARRIER COMPANY ARE FULLY LIABLE for the loss, theft, or non-delivery of products after pickup from the seller.

a) Scope of Liability

You are liable for:

Total loss of cargo

Partial loss of cargo

Theft of cargo during transport

Failure to deliver cargo to the buyer

b) Liability to Seller and Buyer

You are liable directly to:

The seller (for the wholesale value of lost goods)

The buyer (for the retail value and consequential damages)

c) Delvioo's No Liability

Cultioo Inc. assumes NO LIABILITY for the value of lost, stolen, or damaged cargo.

Delvioo's role is limited to platform facilitation. All cargo liability rests solely with you.

10.2 Liability for Cargo Damage

YOU ARE FULLY LIABLE for damage to cargo that occurs during transport, including but not limited to:

Physical damage due to improper loading, securing, or handling

Damage due to accidents or collisions

Spoilage due to temperature control failures (Section 4.4)

Water damage, contamination, or exposure to elements

Damage due to gross negligence or intentional misconduct

Exceptions:

You are NOT liable for damage caused by:

Pre-existing defects in the cargo (documented upon pickup)

Acts of God (severe weather, natural disasters) if you took reasonable precautions

Inherent vice of the goods (e.g., natural deterioration of perishable goods if proper temperature was maintained)

Burden of Proof: You must provide evidence (photos, documentation) to prove damage was pre-existing or caused by excepted events.

10.3 Obligation to Notify in Case of Breakdown or Delay

a) Immediate Notification Requirement

In the event of:

Vehicle breakdown or mechanical failure

Traffic accident

Severe weather or road closures

Any other unforeseen event that will delay delivery beyond the agreed time window

YOU MUST IMMEDIATELY:

Contact the buyer via the app or emergency contact number

Contact the seller to coordinate a solution

Notify Delvioo support through the app

b) Coordination of Solution

You are obligated to:

Propose a reasonable solution (e.g., estimated delay, alternative pickup/delivery arrangements)

Coordinate with the buyer to determine if the delay is acceptable

If the delay is unacceptable, arrange for an alternative driver or return the cargo to the seller

c) Consequences of Failure to Notify

Failure to promptly notify the buyer and seller of delays may result in:

Customer complaints and negative reviews

Refund demands

Claims for consequential damages (e.g., lost business, spoiled goods)

Account suspension or termination

10.4 Standard of Care

You are obligated to exercise the highest standard of care to ensure:

The buyer receives the product safely

Cargo is protected from damage, theft, and loss

There is no gross negligence or willful misconduct in your handling, transport, or delivery of the cargo

Definition of Gross Negligence:

Gross negligence means a reckless disregard for safety or the consequences of your actions, such as:

Operating a vehicle while intoxicated

Ignoring critical safety warnings

Abandoning cargo in an unsecured location

Knowingly transporting temperature-sensitive cargo without refrigeration

You are fully liable for all damages arising from gross negligence or willful misconduct. Such conduct is grounds for immediate termination and legal action.

11. Indemnification and Hold Harmless

11.1 Indemnification Obligation

YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS Cultioo Inc., its directors, officers, employees, contractors, shareholders, and affiliated companies from and against:

ALL CLAIMS, DEMANDS, ACTIONS, LAWSUITS, LOSSES, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND COURT COSTS) arising out of or related to:

a) Your Transportation Services

Accidents, collisions, or traffic incidents involving your vehicle

Bodily injury or death of third parties

Property damage caused by your vehicle or operations

Cargo loss, theft, or damage

Your violation of traffic laws or transportation regulations

b) Your Breach of These TOS

Breach of any contractual obligations

Violation of prohibited product or conduct policies

Failure to maintain required insurance

Misrepresentation of vehicle capabilities (e.g., false cold chain certification)

c) Your Non-Compliance with Laws

Violations of federal motor carrier safety regulations

Violations of state transportation or licensing laws

Tax violations or failure to maintain proper business licenses

d) Infringement of Third-Party Rights

Violation of intellectual property rights

Violation of privacy or data protection rights

Defamation or harassment

e) Your Negligent or Intentional Acts

Fraud or intentional misrepresentation

Gross negligence or willful misconduct

Criminal acts

11.2 Scope of Indemnification

This indemnification includes:

All attorney's fees and legal costs incurred by Delvioo

Court costs and settlement amounts

Damages awarded against Delvioo

Regulatory fines or penalties assessed against Delvioo arising from your conduct

11.3 Defense Obligation

Upon receiving notice of a claim, you must:

Notify Delvioo immediately of any potential claims against you that may implicate Delvioo

Cooperate fully in the defense against claims

Provide all necessary information, documents, and testimony

Allow Delvioo to participate in your defense if Delvioo is a named party

11.4 Enforceability Through Insurance

The enforceability of this indemnification obligation is directly secured by your mandatory insurance coverage and the requirement that Delvioo be named as an Additional Insured on your policies (Section 7.3).

This ensures that Delvioo can seek defense and indemnification directly from your insurer in third-party claims.

11.5 Right of Offset and Recoupment

Delvioo reserves the right to offset and recoup documented amounts owed by you (arising from cargo loss, damage, fines, chargebacks, or indemnification obligations) directly from your pending payouts.

This Right of Offset includes:

Immediate deduction from your current earnings

Withholding future payments until the debt is satisfied

Reporting unpaid debts to collection agencies or credit bureaus

You hereby authorize Delvioo to deduct such amounts without prior notice.

This right enables Delvioo to recover losses immediately without the need for costly civil litigation.

12. Limitation of Liability

12.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, DELVIOO IS NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES arising from your use of the platform or these TOS, including but not limited to:

Lost profits or lost earnings

Lost business opportunities

Loss of data

Damage to reputation

Business interruption

This exclusion applies even if Delvioo has been advised of the possibility of such damages.

12.2 Limitation of Total Liability (Liability Cap)

MAXIMUM LIABILITY:

Cultioo Inc.'s total liability to you for all claims arising from these TOS or use of the platform is limited to a specified maximum amount.

This total liability is limited to the greater of:

(a) All service fees and commissions you paid to Delvioo in the six (6) months immediately preceding the event giving rise to the claim; OR

(b) Five Hundred U.S. Dollars ($500. 00 USD)

Exceptions to the Liability Cap:

This limitation of total liability does NOT apply to damages or losses caused by Cultioo Inc.'s:

Gross negligence

Willful misconduct

Fraud

12.3 Platform Warranty Disclaimer

THE DELVIOO DRIVER APP AND ALL ASSOCIATED SERVICES ARE PROVIDED "AS-IS" AND "AS-AVAILABLE".

DELVIOO MAKES NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES REGARDING:

The availability, reliability, or error-free nature of the app

The fitness of the platform for a particular purpose

The non-infringement of third-party rights

The security or error-free nature of software or technology

The accuracy of data, route suggestions, or delivery information

You accept all risks associated with using the technology.

12.4 No Warranty for Earnings

Delvioo makes no warranty, representation, or guarantee regarding:

The amount of earnings you will receive

The availability or volume of delivery orders

Your ability to achieve profitability

Your earnings depend entirely on your business decisions, efficiency, market conditions, and other factors outside Delvioo's control.

13. Termination of Services

13.1 Termination by Driver

You may terminate this agreement and deactivate your driver account at any time by:

Using the account deletion function in the app

Notifying Delvioo in writing via the contact details in Section 18

After termination:

You lose access to your account and all associated data

Outstanding payouts will be processed according to the regular schedule (after deduction of all outstanding debts, offsets, or claims)

You remain liable for all obligations incurred before termination

13.2 Termination by Delvioo

Delvioo may suspend or terminate your driver account immediately and without prior notice if:

a) Breach of TOS

Violation of any material provision of these TOS

Violation of prohibited conduct policies

Misrepresentation of information (licenses, insurance, vehicle capabilities)

b) Safety Violations

Repeated traffic violations or accidents

Operation of vehicle while intoxicated

Gross negligence or reckless driving

c) Insurance Non-Compliance

Failure to maintain required insurance coverage

Failure to name Delvioo as Additional Insured

Lapse or cancellation of insurance policies

d) Performance Issues

Repeatedly failing to secure Proof of Delivery

High rate of chargebacks, refunds, or disputes (>1%)

Consistently poor customer ratings

e) Legal Non-Compliance

Revocation or suspension of driver's license

Revocation of business licenses or DOT authority

Violation of federal or state transportation regulations

f) Fraud or Criminal Activity

Theft of cargo

Fraudulent PoD claims

Criminal activity related to transportation services

13.3 Termination for Cause

When Delvioo terminates your account for cause:

You have no entitlement to refund of fees paid

Outstanding payouts may be withheld until all claims, debts, and offsets are resolved

You may be permanently banned from the platform

Delvioo reserves the right to pursue legal action for damages

13.4 Cure Period for Non-Material Breaches

For non-material breaches (e.g., minor administrative violations), Delvioo may provide a 30-day cure period during which you can remedy the breach.

Material breaches (e.g., gross negligence, fraud, safety violations) result in immediate termination without cure period.

13.5 Surviving Provisions

The following provisions survive termination of this agreement:

Liability limitations (Section 12)

Indemnification obligations (Section 11)

Warranty disclaimers (Section 12. 3)

Arbitration agreement (Section 14)

Governing law (Section 15)

Right of offset for unpaid debts

14. Dispute Resolution and Arbitration

14.1 Informal Dispute Resolution Attempt

Before initiating arbitration or a lawsuit, you commit to first attempting informal dispute resolution.

Procedure:

Send a detailed written complaint to:

Cultioo Inc. Attn: Legal Department - Dispute Resolution 8 The Green, Ste A, Dover 19901, United States Email: privacy@cultioo.com

The complaint must include:

Your full name and contact details

A description of the nature and basis of the claim or dispute

The desired remedy

60-Day Negotiation Period:

After receipt of the complaint, both parties will attempt in good faith to resolve the dispute informally. This 60-day period is mandatory before initiating arbitration.

14.2 Binding Arbitration Agreement

MANDATORY ARBITRATION AGREEMENT:

ALL DISPUTES, CONTROVERSIES, OR CLAIMS arising out of or relating to these TOS, use of the Delvioo Driver App, delivery services, or Delvioo's services SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION, rather than in court.

YOU HEREBY EXPRESSLY WAIVE YOUR RIGHT TO LITIGATE A DISPUTE IN COURT AND TO BE JUDGED BY A JURY.

14.3 Arbitration Rules and Administration

Arbitration Organization:

The arbitration will be administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes.

AAA Rules available at: www.adr.org or by phone: 1-800-778-7879

14.4 Arbitrator and Procedure

Arbitrator:

The arbitration will be conducted by a single neutral arbitrator selected according to AAA Rules. The arbitrator has exclusive authority to decide all disputes, including the interpretation and enforceability of this arbitration agreement.

Location of Arbitration:

The arbitration will take place in Delaware, USA (or by phone/video by agreement).

Procedure:

The procedure may be conducted:

Orally (hearing)

By phone

By video conference

Based on written submissions

The arbitrator decides on the appropriate form.

Award:

The arbitrator's decision is final and binding. The award may be entered as a judgment in any court of competent jurisdiction.

14.5 Costs and Fees

Filing Fees and Administrative Costs:

For claims under $10,000: Delvioo will pay all AAA filing fees, administrative costs, and arbitrator fees, unless the arbitrator finds your claims were frivolous.

For claims of $10,000 or more: Fees will be allocated according to AAA Rules.

Attorney's Fees:

Each party bears its own attorney's fees, unless applicable law or the arbitrator orders otherwise. Delvioo will not seek attorney's fees from you unless the arbitrator finds your claims were frivolous or filed in bad faith.

14.6 Class Action Waiver

YOU AND DELVIOO AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE ACTION.

YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, COLLECTIVE ACTIONS, OR REPRESENTATIVE ACTIONS.

Consolidation:

The arbitrator may not consolidate the claims of multiple persons or preside over any form of representative action.

Invalidity of this Clause:

IF THIS SPECIFIC PROVISION IS FOUND TO BE UNENFORCEABLE, THE ENTIRE ARBITRATION AGREEMENT IS NULL AND VOID, and all disputes will be litigated in court.

14.7 Opt-Out Right (30-Day Window)

You have the right to opt out of this arbitration agreement by sending a written notice to:

Cultioo Inc. Attn: Legal Department - Arbitration Opt-Out 8 The Green, Ste A, Dover 19901, United States

The opt-out notice must be sent within thirty (30) days of your first use of the platform or acceptance of these TOS, whichever is earlier.

The notice must include:

Your full name

Your address

Your email address associated with your Delvioo account

A clear statement that you wish to opt out of the arbitration agreement

If you opt out, all other terms of these TOS continue to apply. Opting out of the arbitration agreement has no effect on any previous, other, or future arbitration agreements you may have with Delvioo.

15. Governing Law

These Terms of Service and all disputes arising therefrom are governed by and construed in accordance with the laws of the State of Delaware, USA, without regard to its conflict of laws provisions.

The choice of Delaware law is made because of its well-developed and business-friendly commercial legislation.

Important Limitations:

While Delaware law governs contractual disputes, the classification of workers as employees or independent contractors is subject to:

Federal law (Fair Labor Standards Act, FLSA)

The law of the state where the driver actually performs services

This means that if a driver operates primarily in New Jersey, for example, New Jersey's ABC test for worker classification would apply to any misclassification dispute, regardless of this choice-of-law provision.

16. Severability Clause

If any provision of these TOS is found to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely approximates the intent and economic purpose of the original provision.

The parties commit to negotiating in good faith to replace the invalid provision with a legally permissible provision.

17. Amendments to the TOS

Delvioo reserves the right to amend or update these TOS at any time. We will notify you of material changes via:

Email to your registered email address

In-app notification

Prominent notice on our website

**Continued use of the platform after changes take effect constitutes your acceptance of the revised TOS. ** If you do not agree with the amended terms, you must cease using the platform and terminate your account.

18. Contact Information

For questions about these TOS, complaints, or concerns, please contact us at:

Cultioo Inc. A Delaware Corporation 8 The Green, Ste A, Dover 19901 United States of America

Main Contact: Email: support@cultioo.com

Legal Department: Email: support@cultioo.com

Disputes: Email: privacy@cultioo.com

Website: www.cultioo.com

We strive to respond to all inquiries within five (5) business days.

19. Confirmation and Consent

BY CLICKING "I ACCEPT", CHECKING THE CORRESPONDING BOX, OR USING THE DELVIOO DRIVER APP, YOU CONFIRM AND DECLARE:

That you have fully read and understood these Terms of Service

That you agree to be bound by all provisions of these TOS

That you acknowledge your status as an independent contractor and not an employee

That you waive your right to litigate disputes in ordinary courts and instead agree to the binding arbitration agreement

That you waive your right to participate in class action lawsuits

That you understand and accept the liability limitations and warranty disclaimers

That you accept the integration of the Stripe Terms by reference

That you accept the mandatory insurance requirement with Delvioo as Additional Insured

That you are of legal age (18+) and have the legal capacity to enter into this agreement

That all information provided during registration is true, accurate, and complete

That you possess all required licenses, permits, and insurance to provide transportation services

IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE DELVIOO DRIVER APP.

END OF TERMS OF SERVICE

© 2026 Cultioo Inc. All Rights Reserved. Last Updated: January 1, 2026 Version: 1.0 Governing Entity: Cultioo Inc., a Delaware Corporation