service agreement

METRORYDE, LLC
TECHNOLOGY SERVICES AGREEMENT
Last update: May 1, 2017
This Technology Services Agreement (“Agreement”) constitutes a legal agreement between an independent company in the business of providing transportation services (“Customer” or “You”) and MetroRyde , LLC, a limited liability company (“MetroRyde”).
MetroRyde provides the MetroRyde Services (as defined below) for the purpose of providing lead generation to transportation services providers. The MetroRyde Services enable an authorized transportation provider to seek, receive and fulfill requests for transportation services from an authorized user of MetroRyde’s mobile application.
Customer is authorized to provide transportation services in the state(s) and jurisdiction(s) in which it operates, and it desires to enter into this Agreement for the purpose of accessing and using the MetroRyde Services to enhance its transportation business.

Customer acknowledges and agrees that MetroRyde is a technology services provider that does not provide transportation services, function as a transportation carrier, nor operate as a broker for the transportation of passengers. In order to use the MetroRyde Services, Customer must agree to the terms and conditions that are set forth below. Upon Customer’s execution (electronic or otherwise) of this Agreement, Customer and MetroRyde shall be bound by the terms and conditions set forth herein.
IMPORTANT: PLEASE NOTE THAT TO USE THE METRORYDE SERVICES AND THE ASSOCIATED SOFTWARE, YOU MUST AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW. PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW IN SECTION 15.3 CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH METRORYDE ON AN INDIVIDUAL BASIS, EXCEPT AS PROVIDED IN SECTION 15.3, THROUGH FINAL AND BINDING ARBITRATION UNLESS YOU CHOOSE TO OPT OUT OF THE ARBITRATION PROVISION. BY VIRTUE OF YOUR ELECTRONIC EXECUTION OF THIS AGREEMENT, YOU WILL BE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT (INCLUDING SECTION 15.3) AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 15.3 BELOW.




1. Definitions 1.1. “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest or the majority of the voting rights of such entity.
1.2. “City Addendum” means an addendum to this Agreement or supplemental information setting forth additional Territory-specific terms, as made available and as updated by MetroRyde from time to time. 1.3. “Device” means a MetroRyde Device or Driver-Provided Device, as the case may be.
1.4. “Driver” means a principal, employee or contractor of Customer: (a) who meets the then-current MetroRyde requirements to be an active driver using the MetroRyde Services; (b) whom MetroRyde authorizes to access the MetroRyde Services to provide Transportation Services on behalf of
Customer; and (c) who has entered into the Driver Addendum. 1.5. “Driver Addendum” means the terms and conditions that Customer is required to enter into with a Driver prior to such Driver providing Transportation Services on behalf of Customer (as may be updated by MetroRyde from time to time).
1.6. “Driver App” means MetroRyde’s mobile application that enables transportation providers to access the MetroRyde Services for the purpose of seeking, receiving and fulfilling on-demand requests for transportation services by Users, as may be updated or modified by MetroRyde at its discretion from time to time.
1.7. “Driver ID” means the identification and password key assigned by MetroRyde to a Driver that enables a Driver to use and access the Driver App. 1.9. “Fare” has the meaning set forth in Section 4.1.
1.10. “Service Fee” has the meaning set forth in Section 4.4.
1.11. “Taxi Services” has the meaning set forth in Section 3.1.
1.12. “Territory” means the city or metro areas in the United States in which Customer and its Drivers
are enabled by the Driver App to receive requests for Transportation Services. 1.13. “Tolls” means any applicable road, bridge, ferry, tunnel and airport charges and fees, including inner-city congestion, environmental or similar charges as reasonably determined by the MetroRyde Services based on available information.
1.14. “Transportation Services” means the provision of passenger transportation services to Users via the MetroRyde Services in the Territory by Customer and its Drivers using the Vehicles. 1.15. “MetroRyde Data” means all data related to the access and use of the MetroRyde Services hereunder, including all data related to Users (including User Information), all data related to the provision of Transportation Services via the MetroRyde Services and the Driver App, and the Driver ID.
1.16. “MetroRyde Device” means a mobile device owned or controlled by MetroRyde that is provided to Customer or a Driver for the sole purpose of such Driver using the Driver App to provide Transportation Services.
1.17. “MetroRyde Services” mean MetroRyde’s on-demand lead generation and related services that enable transportation providers to seek, receive and fulfill on-demand requests for transportation services by Users seeking transportation services; such MetroRyde Services include access to the
Driver App and MetroRyde’s software, websites, payment services as described in Section 4 below, and related support services systems, as may be updated or modified by MetroRyde at its discretion from time to time.
1.18. “User” means an end user authorized by MetroRyde to use MetroRyde’s mobile application for the purpose of obtaining Transportation Services offered by MetroRyde’s transportation provider customers.
1.19. “User Information” means information about a User made available to Customer or a Driver in connection with such User’s request for and use of Transportation Services, which may include the User’s name, pick-up location, contact information and photo. 1.20. “Vehicle” means any vehicle of Customer that: (a) meets the then-current MetroRyde requirements for a vehicle on the MetroRyde Services; and (b) MetroRyde authorizes for use by a Driver for the purpose of providing Transportation Services on behalf of Customer. 2. Use of the MetroRyde Services 2.1. Driver IDs. MetroRyde will issue Customer a Driver ID for each Driver providing Transportation Services to enable Customer and each Driver to access and use the Driver App on a Device in accordance with the Driver Addendum and this Agreement. MetroRyde reserves the right to deactivate the Driver ID of those Drivers who have not fulfilled a request for Transportation Services using the Driver App at least once a month. Customer agrees that it will, and that it will ensure that its Drivers will, maintain Driver IDs in confidence and not share Driver IDs with any third party other than the Driver associated with such Driver ID for the purpose of providing Transportation Services. Customer will immediately notify MetroRyde of any actual or suspected breach or improper use or disclosure of a Driver ID or the Driver App. 2.2. Provision of Transportation Services. When the Driver App is active, User requests for Transportation Services may appear to a Driver via the Driver App if the Driver is available and in the vicinity of the User. If a Driver accepts a User’s request for Transportation Services, the MetroRyde Services will provide certain User Information to such Driver via the Driver App, including the User’s first name and pickup location. In order to enhance User satisfaction with the MetroRyde mobile application and a Driver’s Transportation Services, it is recommended that Driver waits at least ten (10) minutes for a User to show up at the requested pick-up location. The Driver will obtain the destination from the User, either in person upon pickup or from the Driver App if the User elects to enter such destination via MetroRyde’s mobile application. Customer acknowledges and agrees that once a Driver has accepted a User’s request for Transportation Services, MetroRyde’s mobile application may provide certain information about the Driver to the User, including the Driver’s first name, contact information, Customer entity name, photo and location, and the Driver’s Vehicle’s make and license plate number. Customer shall not, and shall ensure that all Drivers do not, contact any Users or use any User’s personal data for any reason other than for the purposes of fulfilling Transportation Services. As between MetroRyde and Customer, Customer acknowledges and agrees that: (a) Customer and its Drivers are solely responsible for determining the most effective, efficient and safe manner to perform each instance of Transportation Services; and (b) except for the MetroRyde Services or any MetroRyde Devices (if applicable), Customer shall provide all necessary equipment, tools and other materials, at Customer’s own expense, necessary to perform Transportation Services. Customer understands and agrees that Customer and each Driver have a legal obligation under the Americans with Disabilities Act and similar state laws to transport Users with Service Animals (as defined by applicable state and federal law), including guide dogs for the blind and visually impaired Users, and there is no exception to this obligation for allergies or religious objections. Customer’s or any Driver’s knowing failure to transport a User with a Service Animal shall constitute a material breach of this Agreement. Customer agrees that a “knowing failure” to comply with this legal obligation shall constitute either: (1) a denial of a ride where the Customer/Driver states the denial was due to a Service Animal; or (2) there is more than one (1) instance in which a User or the companion of a User alleges that the Customer/Driver cancelled or refused a ride on the basis of a Service Animal. 2.3. Customer’s Relationship with Users. Customer acknowledges and agrees that Customer’s provision of Transportation Services to Users creates a direct business relationship between Customer and the User. MetroRyde is not responsible or liable for the actions or inactions of a User in relation to Customer or any Driver, the activities of Customer, a Driver or any Vehicle. Customer shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from its provision of Transportation Services. Customer acknowledges and agrees that it and each Driver are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws including motor vehicle financial responsibility) regarding any acts or omissions of a User or third party. Customer acknowledges and agrees that MetroRyde may release the contact and/or insurance information of Customer and/or a Driver to a User upon such User’s reasonable request. Customer acknowledges and agrees that, unless specifically consented to by a User, neither Customer nor Driver may transport or allow inside any Vehicle individuals other than a User and any individuals authorized by such User during the performance of Transportation Services for such User. Customer acknowledges and agrees, and shall ensure that its Drivers agree, that all Users should be transported directly to their specified destination, as directed by the applicable User, without unauthorized interruption or unauthorized stops. 2.4. Customer’s Relationship with MetroRyde. Customer acknowledges and agrees that MetroRyde’s provision to Customer of the Driver App and the MetroRyde Services creates a direct business relationship between MetroRyde and Customer. MetroRyde does not, and shall not be deemed to, direct or control Customer or its Drivers generally or in their performance under this Agreement specifically, including in connection with the operation of Customer’s business, the provision of Transportation Services, the acts or omissions of Drivers, or the operation and maintenance of any Vehicles. Customer and its Drivers retain the sole right to determine when, where, and for how long each of them will utilize the Driver App or the MetroRyde Services. Customer and its Drivers retain the option, via the Driver App, to attempt to accept or to decline or ignore a User’s request for Transportation Services via the MetroRyde Services, or to cancel an accepted request for Transportation Services via the Driver App, subject to MetroRyde’s then-current cancellation policies. With the exception of any signage required by local law or permit/license requirements, MetroRyde shall have no right to require Customer or any Driver to: (a) display MetroRyde’s or any of its Affiliates’ names, logos or colors on any Vehicle(s); or (b) wear a uniform or any other clothing displaying MetroRyde’s or any of its Affiliates’ names, logos or colors. Customer acknowledges and agrees that it has complete discretion to operate its independent business and direct its Drivers at its own discretion, including the ability to provide services at any time to any third party separate and apart from Transportation Services. For the sake of clarity, Customer understands that Customer retains the complete right to provide transportation services to its existing customers and to use other software application services in addition to the MetroRyde Services. MetroRyde retains the right to deactivate or otherwise restrict Customer or any Driver from accessing or using the Driver App or the MetroRyde Services in the event of a violation or alleged violation of this Agreement, a violation or alleged violation of a Driver Addendum, Customer‘s or any Driver’s disparagement of MetroRyde or any of its Affiliates, Customer’s or any Driver’s act or omission that causes harm to MetroRyde’s or its Affiliates’ brand, reputation or business as determined by MetroRyde in its sole discretion. 2.5. Customer’s Relationship with Drivers. Customer shall have the sole responsibility for any obligations or liabilities to Drivers that arise from its relationship with its Drivers (including provision of Transportation Services). Customer acknowledges and agrees that it exercises sole control over the Drivers and will comply with all applicable laws (including tax, social security and employment laws) governing or otherwise applicable to its relationship with its Drivers. Notwithstanding Customer’s right, if applicable, to take recourse against a Driver, Customer acknowledges and agrees that it is at all times responsible and liable for the acts and omissions of its Drivers vis-à-vis Users and MetroRyde, even where such vicarious liability may not be mandated under applicable law. Customer shall require each Driver to enter into a Driver Addendum (as may be updated from time to time) and shall provide a copy of each executed Driver Addendum to MetroRyde. Customer acknowledges and agrees that MetroRyde is a third party beneficiary of each Driver Addendum, and that, upon a Driver’s acceptance of the terms and conditions of the Driver Addendum, MetroRyde will have the right (and will be deemed to have accepted the right) to enforce the Driver Addendum against the Driver as a third party beneficiary thereof. 2.6. Ratings. 2.6.1. Customer acknowledges and agrees that: (a) after receiving Transportation Services, a User will be prompted by MetroRyde’s mobile application to provide a rating of such Transportation Services and Driver and, optionally, to provide comments or feedback about such Transportation Services and Driver; and (b) after providing Transportation Services, the Driver will be prompted by the Driver App to provide a rating of the User and, optionally, to provide comments or feedback about the User. Customer shall instruct all Drivers to provide ratings and feedback in good faith. 2.6.2. Customer acknowledges that MetroRyde desires that Users have access to high-quality services via MetroRyde’s mobile application. In order to continue to receive access to the Driver App and the MetroRyde Services, each Driver must maintain an average rating by Users that exceeds the minimum average acceptable rating established by MetroRyde for the Territory, as may be updated from time to time by MetroRyde in its sole discretion (“Minimum Average Rating”). A Driver’s average rating is intended to reflect Users’ satisfaction with the Driver’s Transportation Services rather than any such Driver’s compliance with any of MetroRyde’s policies or recommendations. In the event a Driver’s average rating falls below the Minimum Average Rating, MetroRyde will notify Customer and may provide the Driver in MetroRyde’s discretion, a limited period of time to raise his or her average rating above the Minimum Average Rating. If such Driver does not increase his or her average rating above the Minimum Average Rating within the time period allowed (if any), MetroRyde reserves the right to deactivate such Driver’s access to the Driver App and the MetroRyde Services. Additionally, Customer acknowledges and agrees that repeated failure by a Driver to accept User requests for Transportation Services while such Driver is logged in to the Driver App creates a negative experience for Users of MetroRyde’s mobile application. Accordingly, Customer agrees and shall ensure that if a Driver does not wish to accept User requests for Transportation Services for a period of time, such Driver will log off of the Driver App. 2.6.3. MetroRyde and its Affiliates reserve the right to use, share and display Driver and User ratings and comments in any manner in connection with the business of MetroRyde and its Affiliates without attribution to or approval of Customer or the applicable Driver. Customer acknowledges that MetroRyde and its Affiliates are distributors (without any obligation to verify) and not publishers of Driver and User ratings and comments, provided that MetroRyde and its Affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or MetroRyde’s or its Affiliates’ content policies. 2.7. Devices. . METRORYDE ADVISES THAT DRIVER-PROVIDED DEVICES ONLY BE USED UNDER A DATA PLAN WITH UNLIMITED OR VERY HIGH DATA USAGE LIMITS, AND METRORYDE SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FEES, COSTS, OR OVERAGE CHARGES ASSOCIATED WITH ANY DATA PLAN. 2.8. Location Based Services. Customer acknowledges and agrees that each Driver’s geo-location information must be provided to the MetroRyde Services via a Device in order to provide Transportation Services. Customer acknowledges and agrees, and shall inform and obtain the consent of each Driver, that: (a) the Driver’s geo-location information may be obtained by the MetroRyde Services while the Driver App is running; and (b) the approximate location of the Driver’s Vehicle will be displayed to the User before and during the provision of Transportation Services to such User. In addition, Company and its Affiliates may monitor, track and share with third parties Driver’s geo-location information obtained by the Driver App and Device for safety and security purposes. 3. Drivers and Vehicles 3.1. Driver Requirements. Customer acknowledges and agrees that each Driver shall at all times: (a) hold and maintain (i) a valid driver's license with the appropriate level of certification to operate the Vehicle assigned to such Driver, and (ii) all licenses, permits, approvals and authority applicable to Customer and/or Driver that are necessary to provide passenger transportation services to third parties in the Territory; (b) possess the appropriate and current level of training, expertise and experience to provide Transportation Services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy. Customer acknowledges and agrees that each Driver may be subject to certain background and driving record checks from time to time in order for such Driver to qualify to provide, and remain eligible to provide, Transportation Services. In addition if Customer and/or Driver are using the MetroRyde App to provide Transportation Services in conjunction with operating a taxi (“Taxi Services”), such Customer and/or Driver shall comply with all applicable laws with respect thereto. Customer acknowledges and agrees that MetroRyde reserves the right, at any time in MetroRyde's sole discretion, to deactivate or otherwise restrict a Driver from accessing or using the Driver App or the MetroRyde Services if Customer or such Driver fails to meet the requirements set forth in this Agreement or the Driver Addendum. 3.2. Vehicle Requirements. Customer acknowledges and agrees that each Vehicle shall at all times be: (a) properly registered and licensed to operate as a passenger transportation vehicle in the Territory; (b) owned or leased by Customer, or otherwise in Customer’s lawful possession; (c) suitable for performing the passenger transportation services contemplated by this Agreement; and (d) maintained in good operating condition, consistent with industry safety and maintenance standards for a Vehicle of its kind and any additional standards or requirements in the applicable Territory, and in a clean and sanitary condition. 3.3. Documentation. To ensure Customer’s and each of its Drivers’ compliance with all requirements in Sections 3.1 and 3.2 above, Customer must provide MetroRyde with written copies of all such licenses, permits, approvals, authority, registrations and certifications prior to Customer’s and the applicable Drivers’ provision of any Transportation Services. Thereafter, Customer must submit to MetroRyde written evidence of all such licenses, permits, approvals, authority, registrations and certifications as they are renewed. MetroRyde shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and Customer’s failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. MetroRyde reserves the right to independently verify Customer’s and any Driver’s documentation from time to time in any way MetroRyde deems appropriate in its reasonable discretion. 4. Financial Terms 4.1. Fare Calculation and Customer Payment. Customer is entitled to charge a fare for each instance of completed Transportation Services provided to a User that are obtained via the MetroRyde Services (“Fare”), where such Fare is calculated based upon a base fare amount plus distance (as determined by MetroRyde using location-based services enabled through the Device) and/or time amounts, as detailed at www.MetroRyde.com for the applicable Territory (“Fare Calculation”). Customer acknowledges and agrees that the Fare provided under the Fare Calculation is the only payment Customer will receive in connection with the provision of Transportation Services, and that neither the Fare nor the Fare Calculation includes any gratuity. Customer is also entitled to charge User for any Tolls, taxes or fees incurred during the provision of Transportation Services, and, if applicable. Customer: (i) appoints MetroRyde as Customer’s limited payment collection agent solely for the purpose of accepting the Fare, applicable Tolls and, depending on the region and/or if requested by Customer, applicable taxes and fees from the User on behalf of the Customer via the payment processing functionality facilitated by the MetroRyde Services; and (ii) agrees that payment made by User to MetroRyde (or to an Affiliate of MetroRyde acting as an agent of MetroRyde) shall be considered the same as payment made directly by User to Customer. In addition, the parties acknowledge and agree that as between Customer and MetroRyde, the Fare is a recommended amount, and the primary purpose of the pre-arranged Fare is to act as the default amount in the event Customer does not negotiate a different amount. Customer shall always have the right to: (i) charge a fare that is less than the pre-arranged Fare; or (ii) negotiate, at Customer’s request, a Fare that is lower than the pre-arranged Fare (each of (i) and (ii) herein, a “Negotiated Fare”). MetroRyde shall consider all such requests from Customer in good faith. MetroRyde agrees to remit, or cause to be remitted, to Customer on at least a weekly basis: (a) the Fare less the applicable Service Fee; (b) the Tolls; and (c) depending on the region, certain taxes and ancillary fees. If Customer has separately agreed that other amounts may be deducted from the Fare prior to remittance to Customer (e.g., vehicle financing payments, lease payments, mobile device usage charges, etc.), the order of any such deductions from the Fare shall be determined exclusively by MetroRyde (as between Customer and MetroRyde). Notwithstanding anything to the contrary in this Section 4.1, if Customer is providing Taxi Services, the following shall apply: (x) the Fare is calculated pursuant to local taxi regulations in the Territory; (y) Customer or Driver agrees to enter the exact Fare amount (as indicated by the official taxi meter in the Vehicle) into the Driver App upon completion of an instance of Transportation Services; and (z) in some jurisdictions, Users will pay such Customer or Driver directly rather than through MetroRyde's mobile application (MetroRyde will notify Customer if (z) is applicable in its Territory). 4.2. Changes to Fare Calculation. MetroRyde reserves the right to change the Fare Calculation at any time in MetroRyde’s discretion based upon local market factors, and MetroRyde will provide notice to Customer in the event of changes to the base fare, per mile, and/or per minute amounts that would result in a change in the recommended Fare for each instance of completed Transportation Services. Continued use of the MetroRyde Services after any such change in the Fare Calculation shall constitute Customer’s consent to such change. 4.3. Fare Adjustment. MetroRyde reserves the right to: (i) adjust the Fare for a particular instance of Transportation Services (e.g., Driver took an inefficient route, Driver failed to properly end a particular instance of Transportation Services in the Driver App, technical error in the MetroRyde Services, etc.); or (ii) cancel the Fare for a particular instance of Transportation Services (e.g., a User is charged for Transportation Services that were not provided, in the event of a User complaint, fraud, etc.). MetroRyde’s decision to reduce or cancel the Fare in any such manner shall be exercised in a reasonable manner. 4.4. Service Fee. In consideration of MetroRyde’s provision of the Driver App and the MetroRyde Services for the use and benefit of Customer and its Drivers hereunder, Customer agrees to pay MetroRyde a service fee on a per Transportation Services transaction basis calculated as a percentage of the Fare determined by the Fare Calculation (regardless of any Negotiated Fare), as provided to Customer and/or a Driver via email or otherwise made available electronically by MetroRyde from time to time for the applicable Territory (“Service Fee”). In the event regulations applicable to Customer’s Territory require taxes to be calculated on the Fare, MetroRyde shall calculate the Service Fee based on the Fare net of such taxes. MetroRyde reserves the right to change the Service Fee at any time in MetroRyde’s discretion based upon local market factors, and MetroRyde will provide notice to Customer in the event of such change. Continued use of the MetroRyde Services after any such change in the Service Fee calculation shall constitute Customer’s consent to such change. In addition, with respect to Taxi Services in the applicable Territory, Customer agrees to pay MetroRyde a booking fee in consideration of MetroRyde’s provision of the Driver App and the MetroRyde Services. 4.5. Cancellation Charges. Customer acknowledges and agrees that Users may elect to cancel requests for Transportation Services that have been accepted by a Driver via the Driver App at any time prior to the Driver’s arrival. In the event that a User cancels an accepted request for Transportation Services, MetroRyde may charge the User a cancellation fee on behalf of the Customer. f charged, this cancellation fee shall be deemed the Fare for the cancelled Transportation Services for the purpose of remittance to Customer hereunder (“Cancellation Fee”). The parties acknowledge and agree that as between Customer and MetroRyde, this Cancellation Fee is a recommended amount, and the primary purpose of such Cancellation Fee is to act as a default amount in the event Customer does not negotiate a different amount. Customer shall always have the right to: (i) charge a cancellation fee that is less than the Cancellation Fee; or (ii) negotiate, at your request, a cancellation fee that is lower than the Cancellation Fee (each of (i) and (ii) herein, a “Negotiated Cancellation Fee”). If charged, the Cancellation Fee (regardless of any Negotiated Cancellation Fee) shall be deemed the Fare for the cancelled Transportation Services for the purpose of remittance to Customer hereunder. 4.6. Receipts. As part of the MetroRyde Services, MetroRyde provides Customer a system for the delivery of receipts to Users for Transportation Services rendered. Upon the completion of Transportation Services for a User by a Driver, MetroRyde prepares an applicable receipt and issues such receipt to the User via email on behalf of the Customer and applicable Driver. Such receipts are also provided via email or the online portal available to Customer through the MetroRyde Services. Receipts include the breakdown of amounts charged to the User for Transportation Services and may include specific information about the Customer and applicable Driver, including the Customer’s entity name and contact information and the Driver’s name and photo, as well as a map of the route taken by the Driver. Customer shall inform Drivers that any corrections to a User’s receipt for Transportation Services must be submitted to MetroRyde in writing within three (3) business days after the completion of such Transportation Services. Absent such a notice, MetroRyde shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Fare. 4.7. No Additional Amounts. Customer acknowledges and agrees that, for the mutual benefit of the parties, through advertising and marketing, MetroRyde and its Affiliates may seek to attract new Users to MetroRyde and to increase existing Users’ use of MetroRyde’s mobile application. Customer acknowledges and agrees such advertising or marketing does not entitle Customer to any additional monetary amounts beyond the amounts expressly set forth in this Agreement. 4.8. Taxes. Customer acknowledges and agrees that it is required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to its and its Drivers’ provision of Transportation Services as required by applicable law; and (b) provide MetroRyde with all relevant tax information. Customer further acknowledges and agrees that it is responsible for taxes on its own income (and that of its Drivers) arising from the performance of Transportation Services. Notwithstanding anything to the contrary in this Agreement, MetroRyde may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from its or its Drivers’ provision of Transportation Services and/or provide any of the relevant tax information provided by Customer or any Driver pursuant to the foregoing requirements in this Section 4.8 directly to the applicable governmental tax authorities on your behalf or otherwise. 5. Proprietary Rights; License 5.1. License Grant. Subject to the terms and conditions of this Agreement, MetroRyde hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use (and allows its Drivers to use) the MetroRyde Services (including the Driver App on a Device) solely for the purpose of providing Transportation Services to Users and tracking resulting Fares and Fees. All rights not expressly granted to Customer are reserved by MetroRyde, its Affiliates and their respective licensors. 5.2. Restrictions. Customer shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the MetroRyde Services, Driver App or any MetroRyde Device in any way; (b) modify or make derivative works based upon the MetroRyde Services or Driver App; (c) improperly use the MetroRyde Services or Driver App, including creating Internet “links” to any part of the MetroRyde Services or Driver App, “framing” or “mirroring” any part of the MetroRyde Services or Driver App on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the MetroRyde Services or Driver App; (d) reverse engineer, decompile, modify, or disassemble the MetroRyde Services or Driver App, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, Customer shall not, and shall not allow any other party to, access or use the MetroRyde Services or Driver App to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the MetroRyde Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the MetroRyde Services; or (iv) attempt to gain unauthorized access to the MetroRyde Services or its related systems or networks. 5.3. Ownership. The MetroRyde Services, Driver App and MetroRyde Data, including all intellectual property rights therein, and the MetroRyde Devices are and shall remain the property of MetroRyde, its Affiliates or their respective licensors. Neither this Agreement nor Customer’s use of the MetroRyde Services, Driver App or MetroRyde Data conveys or grants to Customer any rights in or related to the MetroRyde Services, Driver App or MetroRyde Data, except for the limited license granted above. Customer is not permitted to use or reference in any manner MetroRyde’s, its Affiliates’, or their respective licensors’ company names, logos, product and service names, trademarks, service marks or other indicia of ownership, alone or in combination with other letters, punctuation, words, symbols and/or designs (the “METRORYDE Marks and Names”). Customer will not try to register or otherwise claim ownership in any of the METRORYDE Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs or in any confusingly similar mark or name. 6. Confidentiality 6.1. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes MetroRyde Data, Driver IDs, User Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential. 6.2. Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to MetroRyde, its internal record-keeping requirements). 6.3. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure. 7. Privacy 7.1. Disclosure of Customer or Driver Information. Subject to applicable law and regulation, MetroRyde may, but shall not be required to, provide to Customer, a Driver, a User, an insurance company and/or relevant authorities and/or regulatory agencies any information (including personal information (e.g., information obtained about a Driver through any background check) and any MetroRyde Data) about Customer, a Driver, or any Transportation Services provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident, between Customer or a Driver on the one hand and a User on the other hand; (b) it is necessary to enforce the terms of this Agreement; (c) it is required, in MetroRyde’s or any Affiliate’s sole discretion, by applicable law or regulatory requirements (e.g., MetroRyde or its Affiliate receives a subpoena, warrant, or other legal process for information); (d) it is necessary, in MetroRyde’s or any Affiliate’s sole discretion, to (1) protect the safety, rights, property or security of MetroRyde or its Affiliates, the MetroRyde Services or any third party; (2) protect the safety of the public for any reason including the facilitation of insurance claims related to the MetroRyde Services; (3) detect, prevent or otherwise address fraud, security or technical issues; and/or (4) prevent or stop activity MetroRyde or its Affiliates, in their sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity); or (e) it is required or necessary, in MetroRyde’s or any of its Affiliate’s sole discretion, for insurance or other purposes related to Customer’s or any Driver’s ability to qualify, or remain qualified, to use the MetroRyde Services. Customer understands that MetroRyde may retain and its Drivers’ personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated. 7.2. MetroRyde and its Affiliates may collect personal data from Customer or a Driver during the course of Customer’s or such Driver’s application for, and use of, the MetroRyde Services, or obtain information about Customer or any Drivers from third parties. Such information may be stored, processed, transferred, and accessed by MetroRyde and its Affiliates, third parties and service providers, for business purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with MetroRyde’s and its Affiliates’ legitimate business needs. Customer (or Driver, through the Driver Addendum) expressly consents to such use of personal data. 8. Insurance 8.1. Customer agrees to maintain during the term of this Agreement on all Vehicles operated by Customer or its Drivers commercial automobile liability insurance that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy all applicable laws in the Territory. This coverage must also include any no-fault coverage required by law in the Territory that may not be waived by an insured. Customer agrees to provide MetroRyde and its Affiliates a copy of the insurance policy, policy declarations, proof of insurance identification card and proof of premium payment for the insurance policy required in this Section 8.1 upon request. Furthermore, Customer must provide MetroRyde with written notice of cancellation of any insurance policy required by MetroRyde. MetroRyde shall have no right to control Customer’s selection or maintenance of Customer’s policy. 8.2. Customer agrees to maintain during the term of this Agreement commercial general liability insurance that provides protection against personal injury, advertising injury and property damage to third parties at levels of coverage required by all applicable laws in the Territory. 8.3. Customer agrees to maintain during the term of this Agreement workers’ compensation insurance for itself and any of its subcontractors as required by all applicable laws in the Territory. If permitted by applicable law, Customer may choose to insure itself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Customer’s subcontractors may also, to the extent permitted by applicable law, maintain occupational accident insurance in place of workers’ compensation insurance. Furthermore, if permitted by applicable law, Customer may choose not to insure itself against industrial injuries at all, but does so at its own risk. 8.4. Customer shall add MetroRyde (or any Affiliate which may be designated by MetroRyde from time to time) to Customer’s insurance policies required in Sections 8.1 and 8.2 above as an additional insured, and shall, upon MetroRyde’s request, provide MetroRyde with a copy of such insurance certificate(s) within seven (7) days of such request. 9. Representations and Warranties; Disclaimers 9.1. By Customer. Customer hereby represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the term will not enter into, any agreement that would prevent it from complying with this Agreement; (d) it will comply with all applicable laws in its performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide (i) Transportation Services using the Drivers and Vehicles pursuant to this Agreement, and (ii) passenger transportation services to third parties in the Territory generally; and (e) it shall require all Drivers to comply with the Driver Addendum, the applicable terms and conditions set forth in this Agreement and all applicable laws. 9.2. Disclaimer of Warranties. METRORYDE PROVIDES, AND CUSTOMER ACCEPTS, THE METRORYDE SERVICES, DRIVER APP AND THE METRORYDE DEVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. METRORYDE DOES NOT REPRESENT, WARRANT OR GUARANTEE THAT CUSTOMER’S OR ANY DRIVER’S ACCESS TO OR USE OF THE METRORYDE SERVICES, DRIVER APP OR THE METRORYDE DEVICES: (A) WILL BE UNINTERRUPTED OR ERROR FREE; OR (B) WILL RESULT IN ANY REQUESTS FOR TRANSPORTATION SERVICES. METRORYDE FUNCTIONS AS AN ON-DEMAND LEAD GENERATION AND RELATED SERVICE ONLY AND MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE USERS WHO MAY REQUEST OR RECEIVE TRANSPORTATION SERVICES FROM CUSTOMER OR ANY DRIVER HEREUNDER, AND METRORYDE DOES NOT SCREEN OR OTHERWISE EVALUATE USERS. BY USING THE METRORYDE SERVICES AND DRIVER APP, CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER OR A DRIVER MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO CUSTOMER, A DRIVER OR OTHER THIRD PARTIES. CUSTOMER AND DRIVERS ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE METRORYDE SERVICES OR DRIVER APP. NOTWITHSTANDING METRORYDE’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF CUSTOMER FOR THE PURPOSE OF ACCEPTING PAYMENT FROM USERS ON BEHALF OF CUSTOMER AS SET FORTH IN SECTION 4 ABOVE, METRORYDE EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF CUSTOMER, ANY USER OR OTHER THIRD PARTY. 9.3. No Service Guarantee. METRORYDE DOES NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE METRORYDE SERVICES OR DRIVER APP. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE METRORYDE SERVICES OR DRIVER APP MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (e.g., DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE METRORYDE SERVICES OR DRIVER APP MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND METRORYDE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS. 10. Indemnification 10.1. Customer shall indemnify, defend (at MetroRyde’s option) and hold harmless MetroRyde and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) Customer’s breach of its representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to Customer’s provision of Transportation Services or use of the MetroRyde Services. This indemnification provision shall not apply to Customer’s or any Drivers' breach of any representations regarding their status as independent contractors. 10.2. As between Customer and MetroRyde, Customer is and shall be solely responsible for its Drivers’ provision of Transportation Services. As such, Customer shall indemnify, defend (at MetroRyde’s option) and hold harmless MetroRyde and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social contributions and taxes directly or indirectly arising out of or related to its Drivers’ provision of Transportation Services or use of the MetroRyde Services. 11. Limits of Liability. METRORYDE AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (i) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (ii) CUSTOMER’S OR ANY THIRD PARTY’S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. EXCEPT FOR METRORYDE’S OBLIGATIONS TO PAY AMOUNTS DUE TO CUSTOMER PURSUANT TO SECTION 4 ABOVE, BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO EVENT SHALL THE LIABILITY OF METRORYDE OR ITS AFFILIATES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES ACTUALLY PAID TO OR DUE TO METRORYDE HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. 12. Term and Termination 12.1. Term. This Agreement shall commence on the date accepted by Customer and shall continue until terminated as set forth herein. 12.2. Termination. Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior written notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, MetroRyde may terminate this Agreement or deactivate Customer or a particular Driver immediately, without notice, with respect to Customer and/or any Driver in the event Customer and/or any Driver, as applicable, no longer qualifies, under applicable law or the standards and policies of MetroRyde, to provide Transportation Services or to operate the Vehicle, or as otherwise set forth in this Agreement. 12.3. Effect of Termination. Upon termination of the Agreement, Customer and all Drivers, as applicable, shall: (a) promptly return to MetroRyde all MetroRyde Devices; and (b) immediately delete and fully remove the Driver App from any applicable Driver-Provided Devices. Outstanding payment shall survive the termination of this Agreement. 13. Relationship of the Parties 13.1. Except as otherwise expressly provided herein with respect to MetroRyde acting as the limited payment collection agent solely for the purpose of collecting payment from Users on behalf of Customer, the relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between MetroRyde and Customer or MetroRyde and any Driver; and (b) no joint venture, partnership, or agency relationship exists between MetroRyde and Customer or MetroRyde and any Driver. 13.2. Customer has no authority to bind MetroRyde and undertakes not to hold itself out, and to ensure that each Driver does not hold himself or herself out, as an employee, agent or authorized representative of MetroRyde or its Affiliates. Where, by implication of mandatory law or otherwise, Customer or any Driver may be deemed an agent or representative of MetroRyde, Customer undertakes and agrees to indemnify, defend (at MetroRyde’s option) and hold MetroRyde and its Affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship. 14. Miscellaneous Terms 14.1. Modification. In the event MetroRyde modifies the terms and conditions of this Agreement or Driver Addendum at any time, such modifications shall be binding on Customer only upon Customer’s acceptance of the modified Agreement and/or Driver Addendum. MetroRyde reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. Customer hereby acknowledges and agrees that, by using the MetroRyde Services, or downloading, installing or using the Driver App, Customer is bound by any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fare Calculations. Continued use of the MetroRyde Services or Driver App after any such changes shall constitute Customer’s consent to such changes. Unless changes are made to the arbitration provisions herein, Customer agrees that modification of this Agreement does not create a renewed opportunity to opt out of arbitration. 14.2. Supplemental Terms. Supplemental terms may apply to Customer’s and Driver’s use of the MetroRyde Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). Customer may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict. 14.3. Severability. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. 14.4. Assignment. Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that MetroRyde may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent: (a) to an Affiliate; or (b) to an acquirer of all or substantially all of MetroRyde’s business, equity or assets. 14.5. Entire Agreement. This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement. 14.6. No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement, except as expressly set forth in the Arbitration Provision in Section 15.3. Nothing contained in this Agreement is intended to or shall be interpreted to create any third party beneficiary claims. 14.7. Notices. Any notice delivered by MetroRyde to Customer under this Agreement will be delivered by email to the email address associated with Customer’s account or by posting on the Customer portal available on the MetroRyde Services. Any notice delivered by Customer to MetroRyde under this Agreement will be delivered by contacting MetroRyde athttp://www.metroryde.com/n the “Contact Us” section. Additional Territory-specific notices may be required from time to time. 15. Governing Law; Arbitration 15.1 The choice of law provisions contained in this Section 15.1 do not apply to the arbitration clause contained in Section 15.3, such arbitration clause being governed by the Federal Arbitration Act. Accordingly, and except as otherwise stated in Section 15.3, the interpretation of this Agreement shall be governed by California law, without regard to the choice or conflicts of law provisions of any jurisdiction. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the MetroRyde Services that are not subject to the arbitration clause contained in this Section 15.3 shall be subject to the exclusive jurisdiction of the state and federal courts located in the City and County of San Francisco, Illinois However, neither the choice of law provision regarding the interpretation of this Agreement nor the forum selection 15.3 Arbitration. Important Note Regarding this Section 15.3: Except as provided below, arbitration does not limit or affect the legal claims you may bring against MetroRyde. Agreeing to arbitration only affects where any such claims may be brought and how they will be resolved. Arbitration is a process of private dispute resolution that does not involve the civil courts, a civil judge, or a jury. Instead, the parties’ dispute is decided by a private arbitrator selected by the parties using the process set forth herein. Other arbitration rules and procedures are also set forth herein. Unless the law requires otherwise, as determined by the Arbitrator based upon the circumstances presented, you will be required to split the cost of any arbitration with MetroRyde. The mere existence of such class, collective, and/or representative lawsuits, however, does not mean that such lawsuits will ultimately succeed. But if you do agree to arbitration with MetroRyde, you are agreeing in advance, except as otherwise provided, that you will not participate in and, therefore, will not seek to recover monetary or other relief under any such class, collective, and/or representative (non- PAGA) lawsuit. However, as discussed above and except as provided below, if you agree to arbitration, you will not be precluded from bringing your claims against MetroRyde in an individual arbitration proceeding. If successful on such claims, you could be awarded oney or other relief by an arbitrator (subject to splitting the cost of arbitration as mentioned above). WHETHER TO AGREE TO ARBITRATION IS AN IMPORTANT BUSINESS DECISION. IT IS YOUR DECISION TO MAKE, AND YOU SHOULD NOT RELY SOLELY UPON THE INFORMATION PROVIDED IN THIS AGREEMENT AS IT IS NOT INTENDED TO CONTAIN A OMPLETE EXPLANATION OF THE CONSEQUENCES OF ARBITRATION. YOU SHOULD TAKE REASONABLE STEPS TO CONDUCT FURTHER RESEARCH AND TO CONSULT WITH OTHERS — INCLUDING BUT NOT LIMITED TO AN ATTORNEY — REGARDING THE CONSEQUENCES OF YOUR DECISION, JUST AS YOU WOULD WHEN MAKING ANY OTHER IMPORTANT BUSINESS OR LIFE DECISION. The location of the arbitration proceeding shall be no more than 45 miles from the place where You last provided transportation services under this Agreement, unless each party to the arbitration agrees in writing otherwise. iv. Starting The Arbitration. All claims in arbitration are subject to the same statutes of limitation that would apply in court. The party bringing the claim must demand arbitration in writing and deliver the written demand by hand or first class mail to the other party within the applicable statute of limitations period. The demand for arbitration shall include identification of the Parties, a statement of the legal and factual basis of the claim(s), and a specification of the remedy sought. Any demand for arbitration made to MetroRyde shall be provided to General Counsel, MetroRyde Technologies, LLC, 1517 West Lunt Avenue, Chicago, Illinois 60626. The Arbitrator shall resolve all disputes regarding the timeliness or propriety of the demand for arbitration. A party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief in connection with an arbitrable controversy, but only upon the ground that the award to which that party may be entitled may be rendered ineffectual without such provisional relief. v. How Arbitration Proceedings Are Conducted. In arbitration, the Parties will have the right to conduct adequate civil discovery, bring dispositive motions, and present witnesses and evidence as needed to present their cases and defenses, and any disputes in this regard shall be resolved by the Arbitrator. You and MetroRyde agree to resolve any dispute that is in arbitration on an individual basis only, and not on a class or collective action basis (“Class Action Waiver”). The Arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis. The Arbitrator shall have no authority to consider or resolve any claim or issue any relief on a class, collective, or representative basis. Notwithstanding any other provision of this Agreement, the Arbitration Provision or the JAMS Streamlined Arbitration Rules & Procedures, disputes regarding the enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective, and/or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration. While MetroRyde will not take any retaliatory action in response to any exercise of rights You may have under Section 7 of the National Labor Relations Act, if any, MetroRyde shall not be precluded from moving to enforce its rights under the FAA to compel arbitration on the terms and conditions set forth in this Agreement. Private Attorneys General Act. Notwithstanding any other provision of this Agreement or the Arbitration Provision, to the extent permitted by law, (1) You and MetroRyde agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), , and (2) for any claim brought on a private attorney general basis—i.e., where you are seeking to pursue a claim on behalf of a government entity— both you and MetroRyde agree that any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (“PAGA Waiver”). Notwithstanding any other provision of this Agreement or the Arbitration Provision, the validity of the PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of the PAGA Waiver is found to be unenforceable or unlawful for any reason, (1) the unenforceable provision shall be severed from this Agreement; (2) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Provision or the Parties’ attempt to arbitrate any remaining claims on an individual basis pursuant to the Arbitration Provision; and (3) any representative action brought under PAGA on behalf of others must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the PAGA Waiver is unenforceable with respect to those claims, the Parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration. vi. Paying For The Arbitration. Each party will pay the fees for his, her or its own attorneys, subject to any remedies to which that party may later be entitled under applicable law (i.e., a party prevails on a claim that provides for the award of reasonable attorney fees to the prevailing party). In all cases where required by law, MetroRyde will pay the Arbitrator's and arbitration fees. If under applicable law MetroRyde is not required to pay all of the Arbitrator's and/or arbitration fees, such fee(s) will be apportioned equally between the Parties or as otherwise required by applicable law. However, You will not be required to bear any type of fee or expense that You would not be required to bear if You had filed the action in a court of law. Any disputes in that regard will be resolved by the Arbitrator as soon as practicable after the Arbitrator is selected, and MetroRyde shall bear all of the Arbitrator’s and arbitration fees until such time as the Arbitrator resolves any such dispute. vii. The Arbitration Hearing And Award. The Parties will arbitrate their dispute before the Arbitrator, who shall confer with the Parties regarding the conduct of the hearing and resolve any disputes the Parties may have in that regard. Within 30 days of the close of the arbitration hearing, or within a longer period of time as agreed to by the Parties or as ordered by the Arbitrator, any party will have the right to prepare, serve on the other party and file with the Arbitrator a brief. The Arbitrator may award any party any remedy to which that party is entitled under applicable law, but such remedies shall be limited to those that would be available to a party in his or her individual capacity in a court of law for the claims presented to and decided by the Arbitrator, and no remedies that otherwise would be available to an individual in a court of law will be forfeited by virtue of this Arbitration Provision. The Arbitrator will issue a decision or award in writing, stating the essential findings of fact and conclusions of law. A court of competent jurisdiction shall have the authority to enter a judgment upon the award made pursuant to the arbitration. The Arbitrator shall not have the power to commit errors of law or legal reasoning, and the award may be vacated or corrected on appeal to a court of competent jurisdiction for any such error. viii. Your Right To Opt Out Of Arbitration. send us by mail to our address General Counsel MetroRyde Technologies, LLC. 2622 w peterson chicago il In order to be effective, the writing must clearly indicate Your intent to opt out of this Arbitration Provision and the envelope containing the signed writing must be received (if delivered by hand) or post-marked within 30 days of the date this Agreement is executed by You. Your writing opting out of this Arbitration Provision will be filed with a copy of this Agreement and maintained by MetroRyde. Should You not opt out of this Arbitration Provision within the 30-day period, You and MetroRyde shall be bound by the terms of this Arbitration Provision. You have the right to consult with counsel of Your choice concerning this Arbitration Provision. You understand that You will not be subject to retaliation if You exercise Your right to assert claims or opt-out of coverage under this Arbitration Provision. ix. Full And Complete Agreement Related To Formal Resolution Of Disputes; Enforcement Of This Agreement. This Arbitration Provision is the full and complete agreement relating to the formal resolution of disputes arising out of this Agreement. Except as stated in subsection v, above, in the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. By clicking “I accept”, Customer expressly acknowledge that Customer has read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that Customer agrees to be bound by the terms and conditions of the Agreement, and that Customer is legally competent to enter into this Agreement with MetroRyde.