Joyner Delivery Service Partner — Terms & Conditions

The Joyner Delivery Service Partner program ("DSP Program") engages independent businesses and independent contractors to provide last-mile and final-mile package and parcel delivery services on behalf of Joyner and its shipper/retail clients ("Delivery Services"). The DSP Program operates under two participation tracks, described in Section 2 below: the Managed Partner track and the Marketplace Partner track. These Terms govern both tracks; where a provision applies to only one track, that is indicated. These Terms are supplemented by the applicable DSP Agreement, onboarding documentation, and operating procedures issued by Joyner for the relevant track.

1. Acceptance of Terms

These Terms & Conditions ("Terms") constitute a legally binding agreement between you ("Customer," "User," "you," or "your") and Joyner Transportation & Logistic Services LLC, a Georgia limited liability company with its principal place of business in Atlanta, Georgia ("Joyner," "Company," "we," "us," or "our"), governing your access to and use of Joyner Delivery Service Partner (the "Service").

By accessing, registering for, booking, requesting, or otherwise using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any service-specific addenda referenced herein. If you do not agree to these Terms, you must not access or use the Service.

If you are using the Service on behalf of a business, organization, or other entity, you represent that you have authority to bind that entity, and "you" and "your" will refer to that entity.

2. Two Participation Tracks

2.1 Managed Partner Track

Under the Managed Partner track, Service Partner is an independent business entity ("Managed Partner") that operates a dedicated delivery operation using Joyner routing, branding, vehicle decals/livery, and operating procedures, typically servicing a defined territory on a recurring basis. Managed Partner hires, trains, supervises, schedules, and pays its own drivers and personnel, and is solely responsible for compliance with all applicable employment, wage-and-hour, and tax withholding laws with respect to its own workforce. Joyner provides routing, volume, branding standards, and performance scorecards; Managed Partner retains control over hiring, scheduling, supervision, and discipline of its own personnel, and over the specific means by which it accomplishes assigned routes within Joyner's service-level requirements.

2.2 Marketplace Partner Track

Under the Marketplace Partner track, Service Partner is an independent contractor or independent contracting business ("Marketplace Partner") that accepts available delivery blocks, routes, or individual delivery jobs on a non-exclusive, as-available basis through Joyner's marketplace platform, without dedicated branding, livery, or a recurring territory assignment. Marketplace Partner determines its own schedule by choosing which available jobs to accept, supplies its own vehicle (unbranded, except as needed for identification/safety purposes), and is not required to wear Joyner uniforms or use Joyner branding beyond what is reasonably necessary to identify a delivery in progress.

Joyner will indicate at onboarding, and in the applicable DSP Agreement, which track governs a given Service Partner relationship. A Service Partner may not represent itself as participating in a different track than the one reflected in its DSP Agreement.

3. Independent Business Relationship (Both Tracks)

Under both tracks, Service Partner is an independent business, and this relationship does not create an employment, agency, joint venture, or partnership relationship between Joyner and Service Partner or, in the case of a Managed Partner, Service Partner's drivers/employees. Service Partner is solely responsible for: (a) hiring, training, supervising, and paying its own drivers and personnel (Managed Partner) or performing services itself or through its own engaged personnel (Marketplace Partner); (b) complying with all applicable federal and state employment, wage-and-hour, and tax laws applicable to its own business and workforce; (c) maintaining required business licenses; and (d) maintaining its own commercial automobile, cargo, and general liability insurance, and workers' compensation coverage as required by law, naming Joyner as an additional insured where required by the DSP Agreement.

4. Onboarding & Compliance Requirements

To participate in the DSP Program under either track, Service Partner and its drivers must satisfy Joyner's onboarding requirements, which may include background checks, motor vehicle record checks, drug testing consistent with applicable law, vehicle inspection, and completion of safety and platform training. Service Partner must promptly notify Joyner of any change in a driver's eligibility status, license status, or insurance coverage.

5. Service Standards & Routing

Managed Partner agrees to perform Delivery Services in accordance with the delivery windows, routing, and service-level standards communicated through Joyner's dispatch/routing platform, while retaining control over the means and methods by which it accomplishes those deliveries, consistent with Section 2.1. Marketplace Partner agrees to perform any delivery block or job it affirmatively accepts in accordance with the delivery window and instructions associated with that specific job, while retaining discretion over which jobs to accept and its overall schedule, consistent with Section 2.2. Joyner may suspend or terminate route/job assignments, or DSP Program participation, for failure to meet service standards, safety violations, or customer complaints substantiated through reasonable investigation.

6. Compensation

Managed Partner is compensated in accordance with the rate structure (typically per-route or per-territory, on a recurring basis) set forth in its DSP Agreement. Marketplace Partner is compensated on a per-job or per-block basis as displayed at the time of job acceptance. Payment is issued on the schedule set forth in the applicable DSP Agreement, subject to satisfactory completion and documentation of assigned routes or accepted jobs. Joyner may withhold payment for undelivered, damaged, or misdelivered packages pending investigation, consistent with the DSP Agreement.

7. Package Handling & Liability for Loss/Damage

Service Partner is responsible for the careful handling, security, and timely delivery of all packages tendered to it, and bears liability for packages lost, stolen, or damaged while in Service Partner's custody, except to the extent caused by Joyner's or the shipper's negligence (e.g., defective packaging by the shipper). Claims for lost or damaged packages will be processed in accordance with the claims procedure set forth in the applicable DSP Agreement.

8. FMCSA & DOT Regulatory Compliance

Joyner operates as a logistics provider; Service Partners (Managed or Marketplace) operating commercial motor vehicles meeting FMCSA jurisdictional thresholds are independently responsible for applicable USDOT registration and compliance, subject to regulation by the Federal Motor Carrier Safety Administration ("FMCSA") and, where applicable, state departments of transportation. Joyner maintains active USDOT and MC operating authority appropriate to the services it provides and requires that any contracted or interlined carriers maintain valid USDOT numbers, operating authority, and insurance on file with FMCSA prior to dispatch.

Where Joyner arranges transportation through third-party motor carriers, Joyner performs broker carrier-vetting consistent with 49 C.F.R. Part 371, including verification of active operating authority, minimum insurance levels (cargo and public liability) consistent with 49 C.F.R. Part 387, and safety fitness status as reflected in FMCSA's Safety and Fitness Electronic Records (SAFER) system. Joyner does not knowingly tender freight to carriers with an "Unsatisfactory" safety rating or without current operating authority and insurance on file.

Customer acknowledges that, where Joyner acts as a broker, Joyner's role is to arrange transportation by a third-party motor carrier and that the selected carrier, not Joyner, has primary responsibility for the safe operation of the vehicle and care of the cargo while in the carrier's possession, except as otherwise provided by law or these Terms.

9. Insurance & Limitation of Liability

9.1 Insurance

Joyner maintains general liability and contingent cargo insurance applicable to its logistics coordination role. Service Partner's own commercial automobile, cargo, and general liability insurance is the primary coverage for incidents arising from Service Partner's delivery operations, as set forth in the applicable DSP Agreement, regardless of track.

9.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JOYNER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE DSP PROGRAM, EXCLUDING MATTERS GOVERNED BY THE PACKAGE HANDLING AND INDEMNIFICATION PROVISIONS ABOVE SHALL NOT EXCEED the limits of Joyner's applicable general liability insurance policy in effect at the time of the incident, except where Service Partner's insurance is primary under the DSP Agreement.

IN NO EVENT SHALL JOYNER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS, LOST DATA, OR BUSINESS INTERRUPTION, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF JOYNER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

These limitations do not apply to liability that cannot be limited or excluded under applicable law, including liability for death or bodily injury caused by Joyner's gross negligence or willful misconduct.

9.3 Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. JOYNER DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

10. Indemnification

You agree to indemnify, defend, and hold harmless Joyner, its parent, subsidiaries, affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your breach of these Terms; (b) your violation of any law or third-party right; (c) Service Partner's operation of its business, its drivers, vehicles, employment practices, or package handling, under either the Managed Partner or Marketplace Partner track; or (d) your negligent or willful misconduct in connection with the Service.

11. Data & Privacy

Joyner's collection, use, and disclosure of personal information in connection with the Service is governed by the Joyner Privacy Policy, available at myjoyner.com, which is incorporated into these Terms by reference. By using the Service, you consent to such collection and use.

12. Intellectual Property

All content, trademarks, logos, software, and materials associated with the Service, including the "Joyner" name and marks, are the property of Joyner Transportation & Logistic Services LLC or its licensors and are protected by intellectual property laws. Nothing in these Terms grants you any right, title, or interest in such property except a limited, non-exclusive, non-transferable, revocable license to use the Service for its intended purpose.

13. Term & Termination

These Terms remain in effect for as long as you use the Service. Joyner may suspend or terminate your access to the Service at any time, with or without cause or notice, including for breach of these Terms, non-payment, safety concerns, or suspected fraud. You may stop using the Service at any time. Provisions of these Terms that by their nature should survive termination (including limitation of liability, indemnification, dispute resolution, and intellectual property provisions) will survive.

14. Dispute Resolution; Binding Arbitration

14.1 Agreement to Arbitrate

You and Joyner agree that any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved exclusively through final and binding arbitration, rather than in court, except that either party may bring an individual action in small claims court.

The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or, where applicable, its Consumer Arbitration Rules), as then in effect. The arbitration will be conducted by a single arbitrator and will take place in Fulton County, Georgia, unless the parties agree otherwise or applicable law requires a different venue. Judgment on the arbitration award may be entered in any court having jurisdiction.

14.2 Class Action Waiver

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

The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a representative or class proceeding. If this class action waiver is found unenforceable as to a particular claim or dispute, that claim or dispute will be resolved in court, and the remainder of this arbitration agreement will remain in effect.

14.3 Opt-Out Right

You may opt out of this arbitration agreement by sending written notice to legal@myjoyner.com within thirty (30) days of first accepting these Terms. Your notice must include your name, account information, and a clear statement that you wish to opt out of arbitration. If you opt out, all disputes will be resolved in accordance with Section 15 (Governing Law) through the courts identified therein.

15. Governing Law

These Terms and any dispute arising out of or related to them or the Service shall be governed by the laws of the State of Georgia, without regard to its conflict-of-laws principles, except to the extent governed by the Federal Arbitration Act with respect to the Dispute Resolution section above. To the extent any matter is not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Fulton County, Georgia.

16. Force Majeure

Joyner shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, natural disasters, weather, traffic conditions, road closures, governmental action, labor disputes, civil unrest, pandemic, fuel shortages, equipment failure, or other events of force majeure.

17. General Provisions

17.1 Modifications

Joyner may revise these Terms from time to time. Material changes will be communicated via the Service, email, or posting an updated effective date. Continued use of the Service after changes take effect constitutes acceptance of the revised Terms.

17.2 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.

17.3 Waiver

No waiver of any provision of these Terms shall be deemed a further or continuing waiver of such provision or any other provision.

17.4 Assignment

You may not assign or transfer these Terms or any rights hereunder without Joyner's prior written consent. Joyner may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.

17.5 Entire Agreement

These Terms, together with any referenced policies and service-specific addenda, constitute the entire agreement between you and Joyner regarding the Service and supersede all prior agreements and understandings.

17.6 Notices

Notices to Joyner should be sent to legal@myjoyner.com or to Joyner Transportation & Logistic Services LLC, Atlanta, Georgia. Joyner may provide notices to you via the contact information associated with your account.

17.7 Contact

Questions about these Terms may be directed to legal@myjoyner.com.