Customer Terms and Conditions

Last modified and effective: November 4, 2024

1. Contractual Relationship

These Terms of Use ("Terms") govern your access and use, from within the United States and its territories and possessions, of the applications, websites, content, products, subscriptions and services (the "Services," as more fully defined below in Section 3) made available in the United States and its territories and possessions by Cardinal Fez, Inc. (dba DRYVER) and its affiliates, subsidiaries, parents, successors and assigns, and each of its and their respective officers, directors, employees, agents, and shareholders (collectively, "DRYVER"). References to "you" and "your" shall be deemed to include the members of your household (spouse, parent or child residing in the same home as you) listed on your Account. PLEASE READ THESE TERMS CAREFULLY AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND DRYVER.

By and upon creating an Account or accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede any prior agreements or arrangements with you. DRYVER may immediately terminate these Terms or any Account (as defined below), Subscription (as defined below) or Services with respect to you, or generally cease offering or deny access to your Account, Subscription or the Services or any portion thereof, at any time for any reason.

Supplemental and/or additional terms and conditions may apply to certain Accounts, Subscriptions and/or Services, such as policies, statements, FAQs or related information for a particular Service, Subscription, event, program, activity or promotion, and such supplemental and/or additional terms and conditions will be disclosed to you in separate region-specific disclosures whether through www.DRYVER.com, the Applications (as defined below), e-mail, text message or other communication, or in connection with the applicable Service(s). Supplemental and/or additional terms and conditions are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Account, Subscription or Service, as applicable. Supplemental and/or additional terms and conditions shall prevail over these Terms in the event of a conflict with respect to the applicable Account, Subscription or Service.

DRYVER may amend the Terms (and any supplemental and/or additional terms) from time to time. Amendments will be effective thirty (30) days after DRYVER's posting or communication of such updated Terms at this location, within your Account or the Applications, through e-mail, text message or other communication, or in the relevant policies, statements or supplemental or additional terms. Your continued access or use of the Services after such posting or communication confirms your consent to be bound by the Terms, as amended or supplemented. If you do not agree to, or cannot comply with, the Terms as amended or supplemented, you must stop using the Applications and Services and DRYVER may terminate your Account, Subscription and/or Service.

DRYVER's collection and use of personal information in connection with the Services is described below and in DRYVER's Privacy Policy located at https://DRYVER.com/privacy.

2. Arbitration Agreement

By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against DRYVER on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against DRYVER, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against DRYVER by someone else.

Agreement to Binding Arbitration Between You and DRYVER

You and DRYVER agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and DRYVER, and not in a court of law. Notwithstanding the foregoing, where you allege claims of sexual assault or sexual harassment occurring in connection with your use of the Services, you may elect to bring those claims in a court of competent jurisdiction instead of arbitration. DRYVER agrees to honor your election of forum with respect to your individual sexual assault or sexual harassment claim but in so doing does not waive the enforceability of this Arbitration Agreement as to any other provision (including, but not limited to, the waivers provided in the following paragraph, which will continue to apply in court and arbitration), controversy, claim or dispute.

You acknowledge and agree that you and DRYVER are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and DRYVER otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and DRYVER each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

Rules and Governing Law

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA's Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.

The parties agree that the arbitrator ("Arbitrator"), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. ("FAA"), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Florida.

Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

Location and Procedure

Unless you and DRYVER otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and DRYVER submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision

The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator's decision shall be final and binding on all parties. An Arbitrator's decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. DRYVER will not seek, and hereby waives all rights DRYVER may have under applicable law to recover attorneys' fees and expenses if DRYVER prevails in arbitration.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, DRYVER will pay all such fees, unless the Arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

Notwithstanding the provisions in Section 1 above, regarding consent to be bound by amendments to these Terms, if DRYVER changes this Arbitration Agreement after the date you first agreed to the Terms (or to any subsequent changes to the Terms), you may reject any such change by providing DRYVER written notice of such rejection within 30 days of the date such change became effective, as indicated in the "Effective" date above. This written notice must be provided either (a) by first class mail, pre-paid post or hand delivery to Cardinal Fez, Inc., Attn: Secretary, 501 E. Las Olas Blvd., Suite 300, Fort Lauderdale, Florida 33301, or (b) by email from the email address associated with your Account to: concierge@DRYVER.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and DRYVER in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Terms (or to any subsequent changes to the Terms).

Severability and Survival

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties' ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

3. The Services

The Services comprise mobile applications, websites and similar or related means (the "Applications") through which DRYVER provides a personalized subscription service that allows its users to arrange and schedule the use of an independent personal driver to provide transportation in such user's own motor vehicle. Unless otherwise agreed by DRYVER in a separate written agreement with you, the Services are made available solely for your personal, noncommercial use. You authorize DRYVER to match you with a driver based on factors such as your location, the estimated time to pickup, your destination, user preferences, and platform efficiency, and to cancel an existing match and rematch based on the same considerations. Any decision by you to request or accept Services is a decision made in your sole discretion. You understand and agree that DRYVER provides a technology platform connecting you with independent personal drivers and that DRYVER itself does not provide transportation, logistics and/or delivery services, has no responsibility or liability for the acts or omissions of any such driver, and will not assess or guarantee the suitability, legality or ability of any driver or his or her actions. YOU ACKNOWLEDGE THAT YOUR ABILITY TO OBTAIN TRANSPORTATION SERVICES THROUGH THE USE OF THE APPLICATIONS AND SERVICES DOES NOT ESTABLISH DRYVER AS A TAXI, LIMOUSINE OR CHAUFFEUR SERVICE, PROVIDER OF TRANSPORTATION, LOGISTICS OR DELIVERY SERVICES OR AS A TRANSPORTATION CARRIER OR COMMON CARRIER.

License

Subject to your compliance with these Terms, DRYVER grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Applications and Services on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Applications and Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by DRYVER and DRYVER's licensors. DRYVER may revoke and/or terminate the foregoing license with respect to any aspect of the Applications or Services at any time, for any or no reason.

Restrictions

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Applications or Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Applications or Services except as expressly permitted by DRYVER; (iii) decompile, reverse engineer or disassemble the Applications or Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Applications or Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Applications or Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Applications or Services; (vi) attempt to gain unauthorized access to or impair or harm any aspect of the Applications or Services, the interests or property of DRYVER or other users of the Applications or Services, or their related systems or networks; (vii) provide your username and password used to access the Applications or Services to any third party; (viii) circumvent any technological measures employed by or on behalf of DRYVER to protect the Applications and Services; or (ix) aid or encourage any third party to engage in any activity that would constitute a breach of these Terms.

ANY USE OF THE APPLICATIONS OR SERVICES NOT SPECIFICALLY PERMITTED UNDER THESE TERMS IS STRICTLY PROHIBITED.

Provision of the Services

You acknowledge that portions of the Services may be made available under DRYVER's various current or future brands or request options associated with transportation, including the transportation request brand currently referred to as "DRYVER". You also acknowledge that the Services may be made available under such brands or request options by or in connection with: (i) certain of DRYVER's subsidiaries and affiliates; or (ii) independent contractors (e.g., drivers).

Third Party Services and Content

The Services may be made available or accessed in connection with third party services and content (including advertising) that DRYVER does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. DRYVER does not endorse such third party services and content and in no event shall DRYVER be responsible or liable for any products or services of such third party providers. Additionally, certain third party mobile or personal device manufacturers and brands will be third-party beneficiaries to these Terms if you access the Services using Applications developed for their respective operating systems or powered mobile devices. These third-party beneficiaries are not parties to these Terms and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary's terms of service.

Ownership

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

4. Access, Eligibility and Use of the Services

User Accounts

In order to use most aspects of the Services, you must register for and maintain an active personal user Services account ("Account"). The Services may only be used by individuals who have the right and authority to enter into this Agreement, and are fully able and competent to satisfy the terms, conditions, and obligations herein. The Services are not available if your Account (or any previous Account) has been temporarily or permanently deactivated, suspended, terminated or cancelled. Except for members of the same household (spouse, parent or child residing in the same home as you) listed on your Account, you may not allow other persons to use your Account, and you agree that you are the sole authorized user of your Account. You may only create one Account, and DRYVER reserves the right to deactivate any additional or duplicate accounts.

To establish and register an Account and/or use the Services, you must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), a resident of the relevant authorized jurisdiction (currently only the states within the United States of America and its territories), have all applicable rights and authority to enter into these Terms and grant DRYVER the rights granted herein, and have read, understood and agree to be bound by these Terms. Account registration requires you to submit to DRYVER certain personal information, such as your name, address, e-mail address, mobile phone number, age, driver's license, proof of insurance and vehicle registration and ownership, vehicle details (such as make, model, color, license tag number and VIN number), vehicle inspection reports or representations related to the condition of your vehicle, and related information, as well as Payment Method(s) (as defined below) supported by DRYVER.

You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method, driver's license, vehicle insurance, registration or insurance on file, may result in your inability to access or use the Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password and to monitor your account to prevent unauthorized use at all times. Should you suspect that any unauthorized party may be using your Account, username or password, you will notify DRYVER immediately. DRYVER will not be liable and you may be liable for losses, damages, liability, expenses, and fees incurred by DRYVER or a third party arising from someone else using your Account, regardless of whether you have notified DRYVER of such unauthorized use.

Any breach or reasonable grounds to suspect a breach of the foregoing may result in the temporary or permanent deactivation, suspension, termination or cancellation of your Account in DRYVER's sole discretion.

Promotions, Referrals, and Loyalty Programs

DRYVER, at its sole discretion, may make available promotions, referral programs and loyalty programs with different features to you, any other users or prospective users. These promotions and programs, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with DRYVER. DRYVER reserves the right to withhold or deduct credits or benefits obtained through a promotion or program in the event that DRYVER determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion or program terms or this Agreement. DRYVER reserves the right to terminate, discontinue or cancel any promotions or programs at any time and in its sole discretion without notice to you.

DRYVER's referral program provides you with incentives to refer your friends and family to become new users of the Applications and Services (the "Referral Program"). Your participation in the Referral Program is subject to this Agreement and the additional Referral Program rules and regulations, as applicable.

User Requirements and Conduct

The Service is not available for use by persons under the age of 18. Other than members of your household (spouse, parent or child residing in the same home as you) listed on your Account, you may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive the Services, unless they are accompanied by you, and you are responsible for any activity that occurs through your Account, on the Application or through the Services. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes (e.g., no transport of unlawful or hazardous materials). In certain instances you may be asked to provide, among other things, proof of identity or other method of identity verification, proof of vehicle insurance, proof of vehicle registration and ownership or proof of vehicle condition, to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide the same or it is insufficient in DRYVER's sole discretion. Any breach of the foregoing may result in the temporary or permanent deactivation, termination or cancellation of your Account in DRYVER's sole discretion.

DRYVER reserves the right to refuse to provide the Services to you or to any other person if, in the DRYVER's or the driver's sole discretion, such Service would be unsafe because: (a) you or such other person is armed, belligerent, violent, verbally or physically threatening or abusive, or intoxicated or under the influence of drugs or other substances; (b) the vehicle is unsafe to drive; or (c) any other facts or circumstances relevant to your, any other person's or the driver's safety, as determined in driver's sole discretion.

Restricted Activities

With respect to your use of the Applications and Services, you agree, in addition to the other restrictions set out in this Agreement and any other applicable DRYVER policy or terms, that you will not:

• stalk, threaten, or otherwise harass any person, or carry any weapons, or otherwise engage in any conduct that harms or would be expected to harm other users, drivers, DRYVER employees or the community;
• use the Applications or Services for unlawful purposes, sending or storing any unlawful material, or otherwise violate or attempt to violate any law, statute, rule, permit, ordinance or regulation, including any seat belt and open container, substance and contraband laws;
• engage in inappropriate or unnecessary physical, verbal or other contact or other abusive behavior with the driver, other users or DRYVER employees before, during or after the Services;
• interfere with or disrupt the Applications or the servers or networks connected to the Applications;
• post Information or User Content (each as defined below) or interact on the Applications or with the Services in a manner which is defamatory, libelous, hateful, discriminatory, racist, violent, abusive, profane, obscene, pornographic, sexually explicit, illegal, unlawful, or otherwise offensive, as determined by DRYVER in its sole discretion, whether or not the same may be protected by law;
• use the Applications or Services in any way that is not explicitly authorized by DRYVER or infringes any third party's rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
• post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of the Applications, Services or any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
• use another user's Account, impersonate any person or entity, or forge headers or otherwise manipulate identifiers, including to disguise the origin of any information or content transmitted through the Applications, Services or otherwise;
• "frame" or "mirror" any part of the Applications, without our prior written authorization from DRYVER or use meta tags or code or other devices containing any reference to DRYVER in order to direct any person to any other web site for any purpose;
• modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Applications;
• rent, lease, lend, sell, redistribute, license or sublicense the Applications or access to any portion of the Applications;
• use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Applications or its contents;
• link directly or indirectly to any other web sites;
• copy or distribute any part of the Applications or Services or any content displayed through the same for republication;
• transfer or sell your Account, password and/or identification, or any other Information or User Content (including yours or any other DRYVER user) to any other party, or transfer or re-sell the Services except as expressly permitted herein;
• discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation;
• violate any of the Referral Program rules if you participate in the Referral Program, or violate or abuse any promotional or credit program or system;
• use the Applications or Services to cause nuisance, annoyance or inconvenience, or personal injury or property damage to any other party;
• use the Applications or Services, or any content accessible through the same, for any commercial purpose, unless DRYVER has given you prior permission to do so in writing; or
• attempt to undertake any of the foregoing or cause any third party to attempt or engage in any of the foregoing.

Privacy

In addition to these Terms, DRYVER's Privacy Policy, located at https://DRYVER.com/privacy, explains the data DRYVER collects, uses, stores, and processes while you use and access your Account, the Applications and the Services. By using and/or accessing the same, you have read, understood, and agree to the terms of such Privacy Policy, and you agree that DRYVER may use such data in accordance with the terms of the same and these Terms. If you have any questions regarding DRYVER's Privacy Policy, please contact concierge@DRYVER.com.

Communications

You agree to receive communications from DRYVER, its affiliated companies, and independent contractors, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from DRYVER, its affiliated companies, and/or independent contractors, may include but are not limited to: operational communications concerning your Account or use of the Services, use of the Applications, updates concerning new and existing features, updates to the Terms and other policies, terms and statements, and marketing or promotional communications. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.