Terms & Conditions These Terms of Service constitute a legally binding agreement (the “Agreement”) between you and MUV Technologies Inc., its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “MUV,” “we,” “us” or “our”) governing your use of MUV Technologies applications, websites, technology, artificial intelligence tools, facilities, and platform (collectively, the “MUV Platform”). THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND MUV TECHNIQUES CAN BE BROUGHT (See the RESOLUTION AND ARBITRATION AGREEMENT) THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO: (1) WAIVE YOUR RIGHT TO A JURY TRIAL, AND (2) SUBMIT CLAIMS YOU HAVE AGAINST MUV TECHNOLOGIES TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. AS A DRIVER OR DRIVER APPLICANT, YOU HAVE AN OPPORTUNITY TO OPT OUT OF ARBITRATION WITH RESPECT TO CERTAIN CLAIMS AS PROVIDED IN THE RESOLUTION AND ARBITRATION AGREEMENT. By entering into this Agreement, and/or by using or accessing the MUV Platform, you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions in the RESOLUTION AND ARBITRATION AGREEMENT and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE MIV PLATFORM OR ANY OF THE SERVICES PROVIDED THROUGH THE MUV PLATFORM. If you use the MUV Platform in another country, you agree to be subject to MUV TECHNOLOGIES terms of service for that country. If you are accessing or using the MUV Platform to access or use MUV Business services on behalf of an organization contracted with MUV TECHNOLOGIES, and you are not accessing or using the MUV Platform as a Rider or Driver, your access and use is governed by the contract between MUV and your organization. When using the MUV Platform, you also agree to conduct yourself in accordance with our policies which shall form part of this Agreement between you and MUV. The MUV Platform The MUV Platform provides a marketplace where persons who seek transportation to certain destinations (“Riders”) can be matched with transportation options to such destinations. One option for Riders is to request a ride from rideshare drivers who are driving to or through those destinations (“Drivers”). Drivers, Riders, and any other individuals, excluding any Excluded Individuals, using the MUV Platform are collectively referred to herein as “Users.” The driving services provided (a) by Drivers to Riders (including other transportation related services provided by Drivers), or (b) by means of autonomous vehicles (“Autonomous Vehicles” or “AV’s”), in connection with the MUV Platform, shall collectively be referred to herein as “Rideshare Services” and the providers thereof “Rideshare Providers.” “As a User, you authorize MUV to match and/or re-match you with Drivers or Riders or AV’s based on factors such as your location, the requested pickup location, the estimated time to pickup, your destination, User preferences, ride mode, driver mode, applicable vehicle requirements, membership status, regulatory or other third-party requirements, user statistics, and platform efficiency, and to cancel an existing match based on the same or other considerations. Any decision by a User to offer or accept Rideshare Services is a decision made in such User’s sole discretion. A SEPARATE agreement is formed between Drivers and Riders when the Rider accepts the offered Rideshare Services. As used herein, “Excluded Individuals” means any individual who is registering to use the MUV Platform or whose use of the MUV Platform is on behalf of an organization contracted with MUV, except as a Rider or Driver. In certain markets, Riders may be offered other services through the MUV Platform. Modification to the Agreement MUV reserves the right to modify the terms and conditions of this Agreement, including by changing or deleting existing terms or by adding new ones, and such modifications shall be binding on you upon your acceptance of the modified Agreement. Continued use of the MUV Platform after modifications to this Agreement shall constitute your acceptance of such modifications. Drivers or driver applicants, however, may opt out of revisions to the Agreement’s arbitration provisions with respect to certain claims as provided in the RESOLUTION AND ARBITRATION AGREEMENT. MUV reserves the right to modify any information on pages referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the MUV Platform after modifications to any information on pages referenced in the hyperlinks from this Agreement shall constitute your acceptance of such modifications. Eligibility The MUV Platform 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 MUV Platform is not available to Users who have had their User account temporarily or permanently deactivated. You may not allow other persons to use your User account, you agree that you are the sole authorized user of your User account, and you may not use your User account on behalf of any third party, except as otherwise expressly permitted by MUV. To use the MUV Platform, each User shall create a User account. Each person may only create one User account, and MUV reserves the right to deactivate any additional or duplicate accounts. Your participation in certain MUV programs and use of certain MUV services may be subject to additional eligibility requirements as determined by MUV. By becoming a User, you represent and warrant that you are at least 18 years old. Notwithstanding the foregoing, if you are the parent or legal guardian of a 16 or 17-year old minor you may create a User account for such minor to use the MUV Platform subject to the following requirements and restrictions: (a) you ensure that the minor’s use of the MUV Platform is limited solely to accessing and using MUV Services and/or Third-Party Services where expressly permitted under the Supplemental Agreement applicable to such MUV Services and/or Third-Party Services, (b) you determine that the MUV Services and/or Third-Party Services are suitable for the minor, (c) you ensure that the minor’s use of the MUV Platform and applicable MUV Services and/or Third-Party Services is done in compliance and acknowledgement of all applicable safety instructions and warnings in this Agreement, any applicable Supplemental Agreements, and the MUV Platform, (d) you ensure that the minor does not request or accept any Rideshare Services unless accompanied by you or an authorized guardian, and (e) you explain the terms of this Agreement to the minor. For clarity, no unaccompanied User under 18 years old may ride in an Autonomous Vehicle. By creating a User account for such minor, you hereby give permission and consent to the Agreement on the minor’s behalf, you expressly guarantee the minor’s acceptance, and your own acceptance, of the terms of this Agreement, and you shall assume any and all responsibility and liability for the minor’s use of the MUV Platform as provided by the terms of this Agreement and any applicable Supplemental Agreements. You will be responsible for any breach of the above representations, warranties and/or this Agreement, and/or any attempt of the minor to disaffirm this Agreement. Furthermore, you hereby represent that you are fully authorized to execute this Agreement on behalf of yourself and all other parents or legal guardians of the minor rider. Charges As a User, you understand that request or use of Rideshare Services, MUV Services, or Third-Party Services may result in charges (“Charges”) to you and/or to an organization, if applicable. Charges to Riders and/or organizations, if applicable, for Rideshare Services include Fares (defined below) and other applicable fees, tolls, surcharges, and taxes, including as set forth in your market, plus any tips to the Driver that you elect to pay. MUV has the authority and reserves the right to determine and modify pricing by posting applicable pricing terms in your market or quoting you a price for a specific ride at the time you make a request. Pricing may vary based on the type of service you request (e.g., economy, extra seats, luxury, additional passengers riding as a companion) as described within the MUV Platform. You are responsible for reviewing the applicable MUV price quote within the MUV Platform and shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof. Rideshare Service Fares (“Fares”). There are two types of Fares, quoted and variable. * * * Quoted Fares. When you make a ride request using the MUV Platform, MUV will quote you a Fare at the time of your request. The quote is subject to change until the ride request is confirmed. If your final destination is not the same as the destination in your ride request, or the time and/or distance of your ride differs substantially from your quoted fare, or if you attempt to abuse the MUV Platform, we may, at MUV’s sole discretion and determination, cancel the fare quote and charge you a variable fare as described below. MUV does not guarantee that the quoted fare price will be equal to a variable fare for the same ride. Quoted fares may include the Rideshare Service Fees and Other Charges below, as applicable. * Variable Fares. Variable fares consist of a base charge and incremental charges based on the time and distance of your ride. For particularly short rides, minimum fares may apply. Please note that we use GPS data from your Rideshare Provider’s device to calculate the distance traveled on your ride. We cannot guarantee the availability or accuracy of GPS data. If we lose signal, we will calculate time and distance using available data from your ride. In addition to the variable fare, the total cost of your ride may include the Rideshare Service Fees and Other Charges below, as applicable. Rideshare Service Fees and Other Charges. * Service Fee. MUV will charge a “Service Fee” for each ride. * Surge Pricing. At certain times, including times of high demand for Rideshare Services (“Surge Pricing”), you acknowledge that Charges may increase substantially. For quoted fares, we may factor Surge Pricing increases into the quoted price of the ride. * Priority Pickup and Wait & Save. In some cases, you may be able to select an expected pick up that is faster or slower than standard for a higher or lower fare, respectively. * Cancellation Fee. After requesting a ride you may cancel it through the MUV Platform, but note that in certain cases a cancellation fee may apply. MUV may also charge a fee if you fail to show up after requesting a ride. Please check out our cancellation policy for fees associated with this action. * Damage Fee. If a Driver reports that you have materially damaged the Driver's vehicle, you agree to pay a “Damage Fee” of $500 or more depending on the extent of the damage (as determined by MUV in its sole discretion), towards vehicle repair or cleaning. MUV reserves the right (but is not obligated) to verify or otherwise require documentation of damages prior to processing the Damage Fee. * Abuse Fee. If we receive a credible report that you have misused or abused the MUV Platform, you agree to pay an “Abuse Fee” of up to $250 as determined by MUV in its sole discretion. MUV reserves the right (but is not obligated) to verify or otherwise require documentation of abuse prior to processing the Abuse Fee. * Tolls. In some instances tolls, toll estimates, and/or return tolls may apply to your ride. Please see our toll charges section which applies to your market’s charges for more information about toll charges. We do not guarantee that the amount charged by MUV will match the toll charged to the Rideshare Provider, if any. * Other Charges. Other fees and surcharges may apply to your ride, including but not limited to: actual or anticipated airport fees, state fees, local fees, event fees, fuel surcharges, wait time fees, airport fees or distance surcharges as determined by MUV or its marketing partners. In addition, where required by law MUV will collect applicable taxes. Your markets’ fees will be displayed on your final charge. * Tips. Following a ride, you may have the opportunity to elect to tip your Driver in cash or through the MUV Platform. You may also elect to set a default tip amount or percentage through the MUV Platform. Any tips will be provided entirely to the applicable Driver. Charges Generally. * Facilitation of Charges. All Charges are facilitated through a third-party payment processor (Stripe, Inc., Tipalti, etc.). MUV may replace its third-party payment processor without notice to you. With the exception of tips and the purchase of MUV MONEY, cash payments are strictly prohibited unless expressly permitted by MUV. If you have been determined to have compensated a Driver by means of cash or as a Driver, you have offered a Rider a payment by cash or have been paid by cash; your access to the MUV platform will be terminated. Your payment of Charges to MUV satisfies your payment obligation for your use of the MUV Platform, Third-Party Services, and Rideshare Services. Certain Charges may be collectively billed as a single purchase transaction to your selected payment method based on the payment frequency indicated in your settings. If your primary payment method expires, is invalid, or if Charges to your primary payment method are unable to be processed for whatever reason, then you agree that MUV may charge your other available payment methods in the MUV Platform. If you don't recognize a transaction, then check your ride receipts and payment history. * No Refunds. All Charges are non-refundable except to the extent required by law. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the MUV Platform, any disruption to the MUV Platform, Third-Party Services, or Rideshare Services, or any other reason whatsoever. * Coupons. You may receive coupons, credits, discounts, or other promotions (collectively, “Coupons”) that you can apply toward payment of certain Charges. Coupons are valid only for use on the MUV Platform, and are not transferable or redeemable for cash except as required by law. Coupons cannot be combined unless expressly provided otherwise, and if the cost of your Charges exceeds the applicable Coupon value, we may charge your payment method on file for the Charges in excess of the Coupon amount. With respect to Fares, MUV may deduct the amount attributable to the Service Fee, Tolls, or Other Charges before application of the Coupon. Additional restrictions on Coupons may apply as communicated to you in a relevant promotion or by clicking on the relevant Coupon within the Rewards section of the MUV Platform. * Third-Party Charges. If you choose to purchase Third-Party Services through the MUV Platform, you authorize your payment method on file to be charged according to the pricing terms set by MUV or the third-party provider, or as otherwise provided in the terms of the purchased services. * * * * Payment Card Authorization. Upon addition of a new payment method or each request for MUV Services, Rideshare Services, or Third-Party Services, MUV may seek authorization of your selected payment method to verify the payment method, ensure the charges will be covered, and protect against unauthorized behavior. The authorization is not a charge; however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or prepaid card. MUV is not responsible for these charges and is unable to assist you in recovering them from your issuing bank. Check out our Help Center to learn more about our use of pre-authorization holds. For clarity, MUV does not charge a fee for Users to access the MUV Platform, but retains the right to charge Users and/or organizations, if applicable, a fee or any other Charge for accessing or using MUV Rideshare Services, or Third-Party Services made available through the MUV Platform. Driver Payments If you are a Driver, you will receive payment for your provision of Rideshare Services pursuant to the terms of the Driver Addendum, which shall form part of this Agreement between you and MUV. MUV Communications By entering into this Agreement or using the MUV Platform, you agree to receive communications from us, our affiliates, or our third-party partners, at any of the phone numbers provided to MUV by you or on your behalf, and also via emails, text messages, calls, and push notifications at any time (including between the hours of 9 p.m. and 8 a.m., local time). You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from MUV, its affiliated companies and/or Rideshare Providers may include but are not limited to: operational communications concerning your User account or use of the MUV Platform, Third-Party Services or Rideshare Services, payment receipts, payment reminders or processing issues, updates concerning new and existing features on the MUV Platform, communications concerning marketing or promotions run by us or our third-party partners, and news concerning MUV and industry developments. If you change or deactivate the phone number you provided to MUV, you agree to update your User account information to help prevent us from inadvertently communicating with anyone who acquires your old number. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. While we endeavor to send routine communications between the hours of 8 a.m. and 9 p.m., local time, you acknowledge and agree that we may send or you may receive text messages, email, calls, and push communications from us at any time (including time sensitive communications; communications related to payment receipts, payment reminders, payment processing issues; or contemporaneous communications related to other actions taken by you). IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY EMAIL MUV AT OPT-OUT@GOTTAMUV.COM. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE MUV PLATFORM OR RELATED SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM MUV (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN YOU MAY EMAIL MUV AT OPT-OUT@GOTTAMUV.COM AND IN THE BODY OF THE EMAIL NOTE THE NUMBER OF THE MOBILE DEVICE RECEIVING THE MESSAGES; HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE MUV PLATFORM OR RELATED SERVICES. WHEN YOU OPT OUT TEXTS OR CALLS, YOU MAY RECEIVE A ONE-TIME OPT-OUT CONFIRMATION TEXT MESSAGE. NO FURTHER MESSAGES WILL BE SENT TO YOUR MOBILE DEVICE, UNLESS INITIATED BY YOU. FOR COMMUNICATION SERVICE SUPPORT OR ASSISTANCE, PLEASE VISIT OUR HELP TAB IN THE APP. Your Information Your Information is any information you provide, publish, or post, and any information provided on your behalf, to or through the MUV Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any MUV-related Facebook, X or other social media posting) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the MUV Platform, and participate in the Rideshare Services. Our collection and use of personal information in connection with the MUV Platform, and Rideshare Services is as provided in MUV’s Privacy Policy. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete Information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable MUV to use your Information for the purposes described in the Privacy Policy and this Agreement, or to otherwise improve the MUV Platform, or Rideshare Services, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. MUV does not assert any ownership over your Information; rather, as between you and MUV, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information. Promotions, Referrals, and Loyalty Programs MUV, at its sole discretion, may make available promotions, referral programs and loyalty programs with different features to any users or prospective users. MUV reserves the right to withhold or deduct credits or benefits obtained through a promotion or program in the event that MUV 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. MUV reserves the right to terminate, discontinue, modify or cancel any promotions or programs at any time and in its sole discretion without notice to you. MUV’s referral program may provide you with incentives to refer your friends and family to become new users of the MUV Platform (the “Referral Program”). Your participation in the Referral Program is subject to this Agreement and the additional referral program rules. Restricted Activities With respect to your use of the MUV Platform, Third-Party Services, and your participation in the Rideshare Services, you agree that you will not: * impersonate any person or entity; * stalk, threaten, or otherwise harass any person, or carry any weapons; * violate any law, statute, rule, permit, ordinance or regulation; * interfere with or disrupt the MUV Platform or the servers or networks connected to the MUV Platform; * post Information or interact on the MUV Platform, Third-Party Services, or Rideshare Services in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal; * use the MUV Platform in any way that 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 MUV Platform or any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information; * forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the MUV Platform; * “frame” or “mirror” any part of the MUV Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other website for any purpose; * modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the MUV Platform; * rent, lease, lend, sell, redistribute, license or sublicense the MUV Platform or access to any portion of the MUV Platform; * use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, copy, access, acquire information, generate impressions or clicks, input or store information, search, monitor any portion of the MUV Platform, or in any way reproduce or circumvent the navigational structure or presentation of the MUV Platform or its contents; * link directly or indirectly to any other websites; * transfer, lend, or sell your User account, password and/or identification, or any other user’s Information to any other party; * use a false email address or other identifying information, impersonate or misrepresent any person or entity, or your affiliation with any person or entity, or otherwise omit, misrepresent, or mislead as to the origin or source of any entity accessing the MUV Platform; * discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity or expression, 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; * commercialize the Rideshare Services, Third-Party Services without an agreement directly with MUV; * misuse or abuse the Rideshare Services, Third-Party Services in violation of eligibility requirements as determined by MUV; * violate MUV’s Policy against Misconduct; * request Rideshare Services for an unaccompanied person under 18 years old; * use the Rideshare Services to transport or deliver unaccompanied goods, products, parcels, or other objects of any kind; * circumvent any measures implemented by MUV to prevent or address violations of this Agreement; or * cause any third party to engage in the restricted activities above. Should you suspect that any unauthorized party may be using your user account or you suspect any other breach of security or violation of this Agreement, you agree to notify us immediately. Driver Representations, Warranties and Agreements By providing Rideshare Services as a Driver on the MUV Platform, you represent, warrant, and agree that: * You possess a valid driver’s license and are authorized and medically fit to operate a motor vehicle and have all appropriate licenses, approvals and authority to provide transportation to Riders in all jurisdictions in which you provide Rideshare Services. * You own, or have the legal right to operate, the vehicle you use when providing Rideshare Services; such vehicle is in good operating condition and meets the industry safety standards and all applicable statutory and state and local requirements for a vehicle of its kind; such vehicle meets the applicable requirements of the MUV Platform; and any and all applicable safety recalls have been or will be remedied per manufacturer instructions. * You will not engage in reckless behavior while driving or otherwise providing Rideshare Services, operate a vehicle that is unsafe to drive, drive or operate a vehicle in an unsafe manner, permit an unauthorized third party to accompany you in the vehicle while providing Rideshare Services, provide Rideshare Services as a Driver while under the influence of alcohol or drugs, or take action that harms or threatens to harm the safety of the MUV community or third parties. * You will only provide Rideshare Services using the vehicle that has been reported to, and approved by MUV, and you will not transport more passengers than can securely be seated in such vehicle (and no more than seven (7) passengers in any instance). * You will not, while providing the Rideshare Services, operate as a public or common carrier or taxi service, accept street hails (except as expressly provided in this Agreement), demand or request that a rider pay in cash, or use a credit card reader, such as a Square Reader, to accept payment or engage in any other activity in a manner that is inconsistent with your obligations under this Agreement. * You will not attempt to defraud MUV or Riders on the MUV Platform or in connection with your provision of Rideshare Services. If we suspect that you have engaged in fraudulent activity we may withhold applicable Fares or other payments for the ride(s) in question and take any other action against you available under this Agreement and/or the law. * You will not discriminate against Riders with disabilities and agree to review MUV’s Anti-Discrimination Policies. You will make reasonable accommodations as required by law and our Service Animal Policy and Wheelchair Policy for Riders who travel with their service animals or who use wheelchairs (or other mobility devices) that can be folded for safe and secure storage in the car’s trunk or backseat. * You agree that we may obtain information about you, including your criminal and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement. * You have a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements) that names or schedules you for the operation of the vehicle you use to provide Rideshare Services, and you agree to provide proof of such insurance and that information regarding such insurance may be released to MUV upon MUV’s reasonable request. * You understand that providing Rideshare Services to unaccompanied persons under the age of 18 is prohibited, and you will cancel any ride involving an unaccompanied person under the age of 18. * If you are a professionally licensed or permitted Driver providing Rideshare Services on the MUV Platform, you have or are subject to a valid commercial automobile insurance policy that meets all applicable requirements. * You will pay all applicable federal, state and local taxes based on your provision of Rideshare Services and any payments received by you. * You will comply with MUV’s reasonable requests to provide information in connection with Rider complaints, law enforcement requests, or any other incident. Intellectual Property All intellectual property rights in and to the MUV Platform shall be owned by MUV absolutely and in their entirety. These rights include database rights, inventions and patentable subject-matter, patents, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the MUV Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you or on your behalf to us are non-confidential and shall become the sole property of MUV. MUV shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. Except for the explicit license grants hereunder, nothing in this Agreement shall be construed to transfer ownership of or grant a license under any intellectual property rights. MUV and other MUV logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of MUV in the United States and/or other countries (collectively, the “MUV Marks”). If you provide Rideshare Services as a Driver, MUV grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the MUV Marks solely on the MUV stickers/decals, and any other MUV-branded items provided by MUV directly to you in connection with providing the Rideshare Services (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without MUV’s prior written permission, which it may withhold in its sole discretion. The MUV logo (or any MUV Marks) may not be used in any manner that is likely to cause confusion, including but not limited to: use of a MUV Mark in a domain name or MUV referral code, or use of a MUV Mark as a social media handle or name, avatar, profile photo, icon, favicon, or banner. You may identify yourself as a Driver on the MUV Platform, but may not misidentify yourself as MUV, an employee of MUV, or a representative or agent of MUV. You acknowledge that MUV is the owner and licensor of the MUV Marks, including all goodwill associated therewith, and that your use of the MUV logo (or any MUV Marks) will confer no interest in or ownership of the MUV Marks in you but rather inures to the benefit of MUV. You agree to use the MUV logo strictly in accordance with MUV’s Brand Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that MUV determines to be nonconforming or otherwise unacceptable. You agree that you will not: (1) create any materials that use the MUV Marks or any derivatives of the MUV Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by MUV in writing; (2) use the MUV Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the MUV Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair MUV’s rights as owner of the MUV Marks or the legality and/or enforceability of the MUV Marks, including challenging or opposing MUV’s ownership in the MUV Marks; (4) apply for trademark registration or renewal of trademark registration of any of the MUV Marks, any derivative of the MUV Marks, any combination of the MUV Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the MUV Marks; (5) use the MUV Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard. You agree you will not rent, lease, lend, sell, or otherwise redistribute the MUV driver displays, or manufacture, produce, print, sell, distribute, purchase, or display counterfeit/inauthentic MUV driver displays or other MUV Marks or (including but not limited to signage, stickers, apparel, or decals) from any source other than directly from MUV. Violation of any provision of this License may result in immediate termination of the License, in MUV’s sole discretion, a takedown request sent to the appropriate ISP, or social media platform, and/or a Uniform Domain-Name Dispute-Resolution Policy Proceeding (or equivalent proceeding). If you create any materials (physical or digital) bearing the MUV Marks (in violation of this Agreement or otherwise), you agree that upon their creation MUV exclusively owns all right, title and interest in and to such materials, including any modifications to the MUV Marks or derivative works based on the MUV Marks or MUV copyrights. You hereby assign any interest or right you may have in such materials to MUV, and shall provide information and execute any documents as reasonably requested by MUV to enable MUV to formalize such assignment. MUV respects the intellectual property of others, and expects users to do the same. If you believe, in good faith, that any materials on the MUV Platform infringe upon your copyrights. Disclaimers The following disclaimers are made on behalf of MUV, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders. MUV does not provide transportation services, and MUV is not a transportation carrier. MUV is not a common carrier or public carrier. It is up to the Rideshare Provider to decide whether or not to offer a ride to a Rider contacted through the MUV Platform, and it is up to the Rider to decide whether or not to accept a ride from any Rideshare Provider contacted through the MUV Platform. We cannot ensure that a Rideshare Provider or Rider will complete an arranged transportation service. We have no control over the quality or safety of the transportation that occurs as a result of the Rideshare Services. Any safety-related feature, process, policy, standard, or other effort undertaken by MUV is not an indication of any employment or agency relationship with any User. The MUV Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the MUV Platform, Third-Party Services, and/or the Rideshare Services, including the ability to provide or receive Rideshare Services at any given location or time. MUV reserves the right, for example, to limit or eliminate access to the MUV Platform for Rideshare Services, Third-Party Services in specific geographic areas and/or at specific times based on commercial viability, public health concerns, or changes in law. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. We do not warrant that your use of the MUV Platform, Third-Party Services, or Rideshare Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the MUV Platform will be corrected, or that the MUV Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity, availability, accuracy, completeness, and reliability of the MUV Platform, Third-Party Services, or Rideshare Services, including with respect to mapping, navigation, estimated times of arrival, and routing services. You are responsible at all times for your conduct and the consequences of your conduct while using the MUV Platform. We cannot guarantee that each Rider or Driver is who he or she claims to be. Please use common sense when using the MUV Platform, Third-Party Services, and Rideshare Services, including looking at the photos of the Driver or Rider you have matched with to make sure it is the same individual you see in person. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the MUV Platform by persons under the age of 18 in violation of this Agreement. We encourage you to communicate directly with each potential Driver or Rider prior to engaging in an arranged transportation service. MUV is not responsible for the conduct, whether online or offline, of any user of the MUV Platform, Third-Party Services, or Rideshare Services. You are solely responsible for your interactions with other users. We do not procure insurance for, nor are we responsible for, personal belongings left in the car by Drivers or Riders. By using the MUV Platform, Third-Party Services, and participating in the Rideshare Services, you agree to accept such risks and agree that MUV is not responsible for the acts or omissions of users on the MUV Platform, Third-Party Services, or participating in the Rideshare Services. You are responsible for the use of your user account and MUV expressly disclaims any liability arising from the unauthorized use of your user account. It is possible for others to obtain information about you that you provide, publish or post to or through the MUV Platform (including any profile information you provide), send to other users, or share during the Rideshare Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the MUV Platform or through the Rideshare Services or Third-Party Services. Please carefully select the type of information that you post on the MUV Platform or through the Rideshare Services, or Third-Party Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”). Opinions, advice, statements, offers, or other information or content concerning MUV or made available through the MUV Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the MUV Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the MUV Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this Agreement or which might be offensive, illegal, or that might violate the rights of, harm, or threaten the safety of users or others. Location data provided by the MUV Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, or property or environmental damage. Neither MUV, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the MUV Platform. Any of your Information, including geo-locational data, you upload, provide, or post on the MUV Platform may be accessible to MUV and certain Users of the MUV Platform. MUV advises you to use the MUV Platform with a data plan with unlimited or very high data usage limits, and MUV shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the MUV Platform. This paragraph applies to any version of the MUV Platform that you acquire from the Apple App Store or Google Play Store. This Agreement is entered into between you and MUV. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the MUV Platform. MUV Technologies Inc., not Apple, is solely responsible for the MUV Platform and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof. This Agreement incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control. As a Driver, you may be able to use "MUV mapping technologies developed by Google while providing Rideshare Services on the MUV Platform. Riders and Drivers may also use Google Maps while using the MUV Platform. In either case, you agree that Google may collect your location data when the MUV Platform is running in order to provide and improve Google's services, that such data may also be shared with MUV in order to improve its operations, and that Google's terms and privacy policy will apply to this usage. As a Rider seeking Rideshare Services on the MUV Platform, you may be matched with a professionally licensed or otherwise permitted Rideshare Provider who may be subject to state and local regulations, including requirements to carry commercial automobile insurance. Subject to applicable law, in select markets, MUV Technologies Inc. may not provide insurance coverage for instances of Rideshare Services provided by these professionally licensed or otherwise permitted Rideshare Providers. MUV shall not be in breach of this Agreement nor liable for failure or delay in performing obligations under this Agreement if such failure or delay results from events, circumstances or causes beyond its reasonable control including (without limitation) natural disasters or acts of God; labor disputes or stoppages; war; government action; epidemic or pandemic; chemical or biological contamination; strikes; riots; acts of domestic or international terrorism; quarantines; national or regional emergencies; or any other cause, whether similar in kind to the foregoing or otherwise, beyond the party’s reasonable control. All service dates under this Agreement affected by force majeure shall be tolled for the duration of such force majeure. The parties hereby agree, when feasible, not to cancel but reschedule the pertinent obligations as soon as practicable after the force majeure condition ceases to exist. State and Local Disclosures Certain jurisdictions require additional disclosures to you, such as requirements for drivers, earnings information, and where you can access MUV’s certificates of insurance. You can view any disclosures required by your local jurisdiction at www.muvrides.com/terms. By accepting this Agreement, you acknowledge that MUV Technologies Inc. has provided these disclosures to you and that you have read them. Please check regularly for updates. Indemnity You will indemnify and hold harmless and, at MUV’s election, defend MUV including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders (collectively, the “Indemnified Parties”) from and against any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the MUV Platform, Third-Party Services, and participation in the Rideshare Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, Rideshare Providers, Riders, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials or Information that you submit to us or transmit through the MUV Platform or to us infringes, misappropriates, or otherwise violates the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of a motor vehicle or passenger vehicle, including your provision of Rideshare Services as a Driver; and/or (5) any other activities in connection with the MUV Platform, Third-Party Services, or Rideshare Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. You will not, without MUV’s prior written consent, agree to any settlement on behalf of any Indemnified Party which includes either the obligation to pay any monetary amounts, or any admissions of liability, whether civil or criminal, on the part of any Indemnified Party. Limitation of Liability IN NO EVENT WILL MUV, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “MUV” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE MUV PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE MUV PLATFORM, THE RIDESHARE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE MUV PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, OR THIRD-PARTY SERVICES WITH THIRD-PARTY PROVIDERS, BUT YOU AGREE THAT MUV HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS, OR THIRD-PARTY SERVICES SET FORTH IN THIS AGREEMENT. FOR CLARITY AND WITHOUT LIMITING THE FOREGOING, MUV HAS NO RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR RELIANCE ON TRANSPORTATION, GOODS, OR THIRD-PARTY SERVICES SET FORTH IN THIS AGREEMENT OR ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTY PROVIDER. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. Term and Termination This Agreement is effective upon your acceptance of this Agreement. This Agreement may be terminated: (a) by user, without cause, upon seven (7) days’ prior written notice to MUV Technologies Inc.; or (b) by either party immediately, without notice, upon the other party’s material breach of this Agreement, including but not limited to any breach of Section 9 or breach of Section 10(a)-(i) of this Agreement. In addition, MUV may terminate this Agreement or deactivate your user account or cease offering or deny access to MUV services or any portion thereof immediately in the event: (1) you are no longer eligible to qualify as a user; (2) you no longer qualify to provide Rideshare Services or to operate the approved vehicle under applicable law, rule, permit, ordinance or regulation; (3) you fall below MUV’s star rating threshold; or (4) MUV has the good faith belief that such action is necessary to protect the safety of the MUV community or third parties, provided that in the event of a deactivation pursuant to (1)-(4) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to MUV’s reasonable satisfaction prior to MUV permanently terminating the Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to MUV’s satisfaction, this Agreement will not be permanently terminated. Sections 2, 6, 7 (with respect to the license), 11-12, and 14-22 shall survive any termination or expiration of this Agreement. Confidentiality You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to MUV’s business, operations and properties, information about a user made available to you in connection with such user’s use of the MUV Platform, which may include the user’s name, pick-up location, contact information and photo (“Confidential Information”) disclosed to you by MUV for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties, and you agree not to store separate and outside of the MUV Platform any Confidential Information obtained from the MUV Platform. As a Driver, you understand that some of the Confidential Information you receive may be protected by federal and/or state confidentiality laws, such as the Health Information Portability and Accountability Act of 1996 (“HIPAA”), governing the privacy and security of protected (patient) health information. You understand that any violation of the Agreement’s confidentiality provisions may violate HIPAA or other federal and/or state confidentiality laws and could result in civil or criminal penalties against you. You will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to MUV with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by MUV or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of MUV; becomes known to you, without restriction, from a source other than MUV without breach of this Agreement by you and otherwise not in violation of MUV’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that you shall provide prompt notice of such court order or requirement to MUV to enable MUV to seek a protective order or otherwise prevent or restrict such disclosure. Relationship with MUV As a Driver on the MUV Platform, you acknowledge and agree that you and MUV are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and MUV expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and MUV; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind MUV, and you will not hold yourself out as an employee, agent or authorized representative of MUV. MUV does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Rideshare Services, your acts or omissions, or your operation and maintenance of your vehicle. You retain the sole right to determine when, where, and for how long you will use the MUV Platform. MUV does not, and shall not be deemed to, unilaterally prescribe specific dates, times of day, or any minimum number of hours for you to use the MUV Platform. You retain the option to accept or to decline or ignore a Rider’s request for Rideshare Services via the MUV Platform, or to cancel an accepted request for Rideshare Services via the MUV Platform, subject to MUV’s then-current cancellation policies. MUV does not, and shall not be deemed to, require you to accept any specific request for Rideshare Services as a condition of maintaining access to the platform. With the exception of any signage required by law or permit/license rules or requirements, MUV shall have no right to require you to: (a) display MUV’s names, logos or colors on your vehicle(s); or (b) wear a uniform or any other clothing displaying MUV’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Rideshare Services or otherwise engage in any other business or employment activities, including but not limited to providing services similar to the Rideshare Services to other companies, and that MUV does not, and shall not be deemed to, restrict you from engaging in any such activity. Third-Party Services In addition to connecting Riders with Drivers, the MUV Platform may enable users to provide services or receive services from other third parties. For example, users may be able to use the MUV Platform to plan and reserve rides on public transportation, take a ride in an Autonomous Vehicle provided by a third party, rent vehicles, bikes, scooters, or other similar personal transportation devices provided by a third party, receive roadside assistance, or obtain financial, vehicle repair, insurance, or other services provided by third parties (collectively, the “Third-Party Services”). This Agreement between you and MUV governs your use of the MUV Platform in connection with the Third-Party Services. In addition, you understand that the Third-Party Services may also be subject to terms and pricing of the third-party provider (collectively, the “Third-Party Terms”) which will govern your relationship with such third-party provider, as applicable. You agree that MUV is not responsible and may not be held liable for the Third-Party Services or the actions or omissions of the third-party provider. Such Third-Party Services may not be investigated, monitored or checked for accuracy, appropriateness, or completeness by MUV, and MUV is not responsible for any Third-Party Services accessed through the MUV Platform. The Dispute Resolution and Arbitration Agreement provisions shall apply instead of any terms in any Third-Party Terms for all purposes except with respect to claims that are solely against the third-party provider. General Except as provided in the Dispute Resolution and Arbitration Agreement, this Agreement shall be governed by the laws of the State of Texas without regard to choice of law principles. This choice of law provision is only intended to specify the use of Texas law to interpret this Agreement and is not intended to create any other substantive right to non-Texans to assert claims under Texas law whether by statute, common law, or otherwise. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions of this Agreement. 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. You agree that this Agreement and all incorporated agreements may be automatically assigned by MUV, in our sole discretion by providing notice to you. You may not assign this Agreement without MUV’s prior written approval. Any purported assignment by you in violation of this section shall be void. Except as explicitly stated otherwise, any notices to MUV shall be given by certified mail, postage prepaid and return receipt requested to MUV Technologies, Inc., 2200 Post Oak Blvd #1000 Houston, TX 77056. Any notices to you shall be provided to you through the MUV Platform or given to you via the email address or physical address you provide to MUV during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation.” A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches, any such waiver shall be in writing. This Agreement sets forth the entire understanding and agreement between you and MUV with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written. If you have any questions regarding the MUV Platform, or Rideshare Services, please contact us through our Help Center TAB IN THE APP.