Terms & Conditions

This Terms of Service Agreement (this “Agreement”) constitutes a legally binding agreement between you and Drivers Cooperative – Colorado, LCA (“TDC-CO”) and its subsidiaries, representatives, affiliates, officers, and directors governing the use of TDC-CO’s rideshare Services, as defined herein, and any related content or services, including mobile and/or web-based applications.

Article I. DESCRIPTION OF SERVICES

TDC-CO’s Co-op Ride Application (“Rider App”) provides access to rideshare services (“Services”) that implement technology to match Drivers using the Co-op Driver Application (“Driver App”) (“Drivers” are those persons providing Services utilizing the Driver App) with Users of the Rider App (collectively with the Driver App, the “Co-op Apps”) to arrange and schedule Services for users of the Rider App (“Riders”). TDC-CO provides Services solely for the individual, personal, and noncommercial use of Riders unless otherwise agreed by TDC-CO and the Driver or Rider (collectively, “User”).

Article II. CONTRACTUAL RELATIONSHIP

Section 2.01 Driver Relationship.

(a) All Drivers using the Driver App are independent contractors. Nothing in this Agreement, and no course of dealing between the parties, shall be construed to create or imply an employment or agency relationship nor a partnership or joint venture relationship between the parties or between one party and the other party's employees or agents. Driver has no authority to bind TDC-CO, and Driver shall not hold themself out as an employee, agent or authorized representative of TDC-CO.

(b) TDC-CO does not, and shall not be deemed to, direct or control Driver generally or Driver’s performance under this Agreement, including in connection with Driver’s provision of Services, Driver’s acts or omissions, or Driver’s operation and maintenance of Driver’s vehicle. Driver retains the sole right to determine when, where, and for how long Driver will utilize the Driver App subject to and limited by TDC-CO’s rights contemplated under this Agreement. TDC- CO does not, and shall not be deemed to, prescribe specific dates, times of day, or any minimum number of hours for Driver to utilize the Driver App. Driver retains the option to accept, decline or ignore a Rider’s request for Services or to cancel an accepted request for Services, subject to TDC-CO’s then-current cancellation policies. TDC-CO does not, and shall not be deemed to,

require Driver to accept any specific request for Services as a condition of maintaining access to the Driver App. Except for any signage required by applicable law, permit, or licensing rules or requirements, and apart from any required TDC-CO Driver vehicle identification signage as may be required by TDC-CO in its sole discretion, TDC-CO shall have no right to require Driver to (i) display TDC-CO’s name, logo or colors on Driver’s vehicle(s), or (ii) wear a uniform or any other clothing displaying TDC-CO’s name, logo or colors. Driver acknowledges and agrees that Driver has complete discretion to provide services or otherwise engage in any other business or

employment activities, including, but not limited to, providing services similar to the Services contemplated by this Agreement for other companies, and TDC-CO does not, and shall not be deemed to, restrict Driver from engaging in any such activity.

Section 2.02 Rider Relationship. Rider’s access and use of the Services constitutes Rider’s agreement to be bound by this Agreement. If Rider does not agree to the terms of this Agreement, Rider may not access or use the Services contemplated hereby. This Agreement expressly supersedes prior agreements or arrangements with Rider. TDC-CO may immediately terminate this Agreement and any Services with respect to Rider or generally cease offering or deny access to the Services or any portion thereof, at TDC-CO’s sole discretion at any time and for any reason.

Article III. MODIFICATIONS

TDC-CO may modify this Agreement and any information on pages referenced by hyperlinks within this Agreement from time to time. Continued use of the Co-op Apps following modification of these terms of service or pages referenced by hyperlinks shall constitute User’s acceptance of such changes.

Article IV. USER ACCOUNTS

To use the Co-op Apps, each User shall create a User Account, defined below. Each eligible personmay create a maximum of one Rider App account (“Rider Account”) and one Driver App account (“Driver Account”). TDC-CO may deactivate any additional or duplicate accounts. User may not allow other persons to use their Drive or Rider Account (collectively, “User Account”). User may not use their User Account on behalf of any third party, except as otherwise expressly permitted by TDC-CO.

Article V. ELIGIBILITY

Section 5.01 Generally. The Co-op Apps 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 its terms, conditions, and obligations contemplated herein. The Co-op Apps are not available to Users who have had their User Account temporarily or permanently deactivated.

Section 5.02 Minors. Users represent and warrant that they are at least eighteen (18) years old or older. Notwithstanding the foregoing, if User is the parent or legal guardian of a sixteen (16) or seventeen (17) year old minor, User may create a User Account for such minor to use the Rider App subject to the following requirements and restrictions:

(a) User ensures that the minor’s use of the Co-op Apps is limited solely to accessing and using

rider Services, as applicable, where expressly permitted by TDC-CO;

(b) User determines that the Services and/or third-party services are suitable for the minor;

(c) User ensures that the minor’s use of the Rider App and Services and/or third-party services is done in compliance and acknowledgment of all applicable safety instructions and warnings in this Agreement and any supplemental agreements, as applicable; and(d) User ensures that the minor does not request or accept any Services unless accompanied by User or an authorized guardian.

Article VI. NETWORK ACCESS AND DEVICES

User is responsible for obtaining the data network access necessary to utilize Services. If User accesses or uses the Services from a wireless-enabled device, User’s mobile network’s data and messaging rates and fees may apply, and User shall be responsible for such rates and fees. User is responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any associated applications, including any updates thereto. TDC-CO does not guarantee that the Services, or any portion thereof, will function on any User’s hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

Article VII. LICENSE AND INTELLECTUAL PROPERTY

Section 7.01 Ownership And License. Subject to User’s compliance with this Agreement, TDC-CO grants User a revocable, limited, nonexclusive, non-sublicensable, and nontransferable license, subject to the limitations imposed by Section 7.02, (i) to access and use the Co-op Apps on User’s personal device solely in connection with User’s use or delivery of the Services, as applicable, and (ii) to access and use any content, information and related materials that may be made available through the Services, in each case solely for User’s personal, noncommercial use and subject to the terms contained herein. Any rights not expressly granted to User herein are reserved by TDC-CO and TDC-CO’s licensors.

Section 7.02 License Restrictions. Users shall not (i) reproduce, modify, distribute, license, lease, sell, rent, lend, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services, except as expressly permitted by TDC-CO; (ii) modify, adapt, decompile, translate, reverse engineer, decipher, or otherwise disassemble the Co-op App; (iii) cause or launch any programs or scripts for the purpose of, or which result in, unduly burdening or hindering the operation and/or functionality of any aspect of the Services; (iv) attempt to gain unauthorized access to or impair any aspect of the Co-op App or its related systems or networks; (v) remove any copyright, trademark or other proprietary notices from any portion of the Co-op App; (vi) frame, link to, or mirror any part of the Co-op Apps except as expressly permitted by TDC-CO; (vii) use any process for the purpose of retrieving, indexing, scraping, “data mining”, copying, accessing, acquiring information, generating impressions or clicks, inputting or storing information, searching, or monitoring any portion of the Co-op Apps.

Section 7.03 Ownership. The Co-op App and all rights, title, and interest, including all related intellectual property rights therein, are and shall remain the property of TDC-CO and/or its affiliates, as applicable. This Agreement does not constitute or contemplate a sale, nor does it convey or grant Users any rights in or related to the Services, or any intellectual property rights owned by TDC-CO and/or its affiliates, as applicable.

Article VIII. CHARGES

Section 8.01 Charges Generally. Rider understands that requests or use of Services or third-party services may result in charges to Rider and/or to an organization, if applicable. Rider acknowledges that fees for Services provided to Rider include fares and other applicable fees, tolls, surcharges, taxes, and other fees as set forth in this Agreement (collectively, “Charges”), plus any tips to the Driver that Rider elects to pay.

Section 8.02 Fares. Rider agrees to pay fares in exchange for provision of Services. The fares are exclusive of taxes, levies, duties, governmental charges, and expenses (with the exception of any service provider's income taxes) and will be billed to and paid by Rider.

Section 8.03 Tipping Drivers. Following a ride, Rider may elect to tip their Driver in cash or through the Rider App. Rider may also elect to set a default tip amount or percentage through the Rider App. Any tips will be paid in its entirety to the applicable Driver.

Section 8.04 Third-Party Payment Processing. Payment processing services for TDC-CO’s Co-op Apps are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a User on Co-op Apps, User agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Co-op Apps enabling payment processing services through Stripe, User agrees to provide TCD-CO accurate and complete information about User and User’s business, and User

authorizes TCD-CO to share the information, including transaction information, related to User’s use of the payment processing services provided by Stripe.

Section 8.05 Card Payment Authorization. Upon addition of a new payment method or each request for Services, TDC-CO may seek the authorization of Rider’s selected payment method to verify such payment method and ensure sufficient funds to cover applicable Charges. The authorization is not a Charge, however, it may reduce Rider’s available credit by the authorization amount until Rider’s bank’s next processing cycle. Should the amount of such authorization exceed the total funds on deposit in Rider’s account, Rider may be subject to overdraft or NSF charges by the bank issuing Rider’s debit or prepaid card. TDC-CO shall not be responsible for overdraft of NSF charges, and TDC-CO is unable to assist Rider in recovering such from Rider’s issuing bank.

Section 8.06 Coupons. Rider may receive coupons, credits, discounts, or other promotions (collectively, “Coupons”) from time to time that Rider may apply toward payment of certain Charges. Coupons are valid only for use on the Rider App and are not transferable or redeemable for cash, except as required by applicable law. Coupons cannot be combined unless expressly provided otherwise. If the cost of Rider’s Charges exceeds the applicable Coupon value, TDC-CO may charge Rider’s payment method on file for the Charges that exceed the Coupon amount. TDC-CO may deduct amounts attributable to the service fee, tolls, or other charges before application of the Coupon. Additional restrictions on Coupons may apply as communicated to Rider in a relevant promotion or by clicking on the relevant Coupon within the “rewards” section of the Rider App.

Section 8.07 Authority To Modify Charges. TDC-CO has the authority and reserves the right to determine and modify pricing by posting applicable pricing terms. Pricing may vary based on the type of Service Rider requests. Rider shall be responsible for all Charges incurred under Rider’s Rider Account regardless of Rider’s awareness of such charges or the amounts thereof.

Article IX. FEES

Section 9.01 Service Fee. TDC-CO may charge a “Service Fee” for each ride.

Section 9.02 Cancellation Fee. If Rider’s final destination is not the same as the destination in Rider’s Service request, the time or distance of Rider’s Services differs substantially from Rider’s quoted fare, or if Rider engages in a Restricted Activity, as defined herein, TDC-CO may, at TDC-CO’s sole discretion and determination, update the fare to reflect time and distance traveled and/or cancel the fare quote and/or charge Rider a cancellation fee, as applicable. TDC-CO may also charge a fee if Rider fails to utilize Services after making a request within the Rider App.

Section 9.03 Cleaning Fee. Rider shall pay for all necessary cleaning of Driver’s vehicles resulting from use of Services under Rider’s account that excessed normal wear and tear. If Driver reports the need for cleaning, TDC-CO will verify such report at TDC-CO’s reasonable discretion. Upon verification, TDC-CO may charge Rider’s account a reasonable cleaning fee, using Rider’s default payment method as designated in the Rider App. Cleaning Fees will be transferred by TDC-CO to the applicable Driver and are non-refundable.

Section 9.04 Damage Fee. If a Driver reports that Rider has materially damaged the Driver's vehicle, TDC-CO may charge Rider a “Damage Fee” of up to $250, depending on the extent of the damage, as determined by TDC-CO in its sole discretion, applied towards vehicle repair. TDC-CO may verify or otherwise require documentation of damages prior to processing the Damage Fee, and Driver agrees to use reasonable efforts to provide TDC-CO with such requested documentation.

Section 9.05 Abuse Fee. If TDC-CO receives a credible report that Rider has utilized the Rider App in a manner inconsistent with this Agreement, TDC-CO may charge Rider an “Abuse Fee” of up to $250, as determined by TDC-CO in its sole discretion. TDC-CO may verify or otherwise require documentation of abuse prior to processing the Abuse Fee.

Section 9.06 Other Fees. Other fees and surcharges may apply to Rider’s Services, including, but not limited to, actual or anticipated airport fees, state fees, local fees, event fees, fuel surcharges, wait time fees, or distance surcharges as determined by TDC-CO or its marketing partners. In addition, where required by applicable law, TDC-CO will collect applicable taxes.

Section 9.07 Refunds. If Driver cancels an accepted Service, Rider will be refunded applicable Charges for Services not rendered. If Rider cancels an ordered Service, all Charges are non-refundable except to the extent required by applicable law. This policy shall apply at all times regardless of the reasoning behind Rider’s decision to terminate usage of the Rider App or any disruption to the Rider App, the Services, or third-party services, except for events contemplated by Section 21.07 of this Agreement.

Article X. DRIVER’S REPRESENTATIONS AND WARRANTIES

Section 10.01 Driver’s General Representations and Warranties. Driver represents, warrants, and agrees to each of the following:

(a) Driver possesses a valid driver’s license and is authorized and medically fit to operate a motor vehicle;

(b) Driver possesses all appropriate licenses, approvals, and authority to provide transportation to Riders in all jurisdictions in which Driver provides Services;

(c) Driver owns, or has the legal right to operate, the vehicle Driver uses when providing Services, and the vehicle used is in good operating condition and meets the industry safety standards, standards set by TDC-CO, and all applicable statutory and state requirements for a vehicle of its kind and any and all applicable safety recalls have been remedied per manufacturer instructions;

(d) Driver will not engage in reckless behavior while driving, drive unsafely, operate a vehicle that is unsafe to drive, permit an unauthorized third party to accompany Driver in the vehicle while providing Services, provide Services as a Driver while under the influence of alcohol or drugs, nor take action that harms or threatens to harm the safety of others;

(e) Driver will only provide Services using the vehicle that has been reported to and approved by TDC-CO (an “Approved Vehicle”) and for which a photograph has been provided to TDC-CO;

(f) Driver will not transport more passengers than can securely be seated in the Approved Vehicle (and no more than seven (7) passengers in any instance);

(g) Driver will not, while providing Services for TDC-CO, operate as a public or common carrier or taxi service;

(h) Driver will not accept street hails, charge for rides (except as expressly provided in this Agreement), demand that Rider pay in cash, or use any credit card readers (such as a Square Reader) to accept payment or engage in any manner that is inconsistent with Drivers obligations under this Agreement;

(i) Driver will not attempt to defraud TDC-CO or Riders in connection with the provision of the Services rendered hereunder (if it is suspected that Driver has engaged in fraudulent activity, TDC-CO may withhold applicable payments for the ride(s) in question and take any other action against Driver available under applicable law);

(j) Driver has a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements and requirements set by TDC-CO and the State of Colorado) that names or schedules the Driver for the operation of the Driver’s Approved Vehicle;

(k) Driver will pay all applicable federal, state, and local taxes based on Driver’s provision of Services and any payments received.

Section 10.02 Nondiscrimination; Reasonable Accommodations. Driver shall not discriminate against Riders. Driver covenants that, while providing Services hereunder, Driver will not discriminate against Riders on the basis of gender, social class, race, political affiliation, age, sex, or religion, or any other protected class. Driver shall make reasonable accommodations as required by applicable law for those Riders traveling with service animals or Riders utilizing wheelchairs or other mobility devices that can be folded for safe and secure storage in the trunk or backseat of the applicable Driver’s Approved Vehicle.

Article XI. DRIVER’S DISCLOSURES; RECORD ACCESS

Driver agrees that TDC-CO may obtain information about Driver, including Driver’s criminal and driving records. Driver will provide criminal and driving records upon request and agrees to provide any necessary authorizations to facilitate TDC-CO’s, or its agents or affiliates’, access to such records during the term of this Agreement.

Article XII. DRIVER PAYMENTS

Section 12.01 Payment Generally. Drivers must submit all required documentation to be paid, including but not limited to name, address, social security number, and, if the Driver so desires, the employment identification number of their business entity, if any, as well as all documents required by applicable law and/or regulation to provide Services hereunder. TDC-CO processes pay daily by direct deposit but may change payment frequency or method from time to time. TDC-CO makes no guarantee of providing work for Driver, and access to the Driver App may be revoked in cases of misconduct or to protect the interests of the TDC-CO. TDC-CO charges a twenty percent (20%) commission on trips from Drivers and, in some cases, bills customers a processing fee or service charge. All policies or protocols are subject to change at the sole discretion of TDC-CO. Drivers will be notified by TDC-CO in advance of any changes made to direct deposit and payment processing.

Section 12.02 Driver Payment Adjustments. TDC-CO will collect payments owed to Drivers by Riders and other third parties as Driver’s limited payment collection agent, and Driver agrees that the receipt of such payments by TDC-CO satisfies the payer’s obligation. TDC-CO reserves the right to adjust or withhold all or a portion of such payment or other payment owed to Driver (except tips) if: (i) TDC-CO believes that Driver has attempted to defraud or abuse Riders, TDC-

CO, or TDC-CO’s payment systems, (ii) in order to resolve a Rider complaint (e.g., Driver took an inefficient route or failed to properly end a particular instance of Services in the Driver App when the ride was over), or (iii) if Driver ends a ride at a location that is different than the destination submitted through the Rider App. TDC-CO’s decision to adjust or withhold the Driver Fare or other payment in any way shall be exercised in a reasonable manner at the sole discretion

of TDC-CO. If Driver has agreed to any other amounts being deducted from due payments with any party (such as vehicle rental or lease payments), those amounts will be deducted before remittance to Driver, and TDC-CO may determine the order of these other deductions if allowed by law. TDC-CO will use reasonable efforts to ensure that its Service Fee and any other payments to Driver will be paid daily. Driver acknowledges and agrees that all payments owed to Driver shall not include any interest and will be net of any amounts that TDC-CO is required to withhold by law.

Article XIII. COMMUNICATIONS

By creating an account, User agrees to receive text (SMS) messages and/or e-mails as part of the normal business operation of TDC-CO and to enable TDC-CO to provide Services hereunder. User authorizes TDC-CO to share notifications, including, but not limited to, rideshare booking confirmations, trip notifications, promotional emails, and additional communications related to User’s Services. Users may opt out of receiving text messages and/or emails from TDC-CO at any time by filling out a claim at [email protected]. User acknowledges that opting out of receiving text messages and/or emails may impact use of the Services.

Article XIV. RESTRICTED ACTIVITIES; TERMINATION

Section 14.01 Restricted Activities. Users engaging in any of the following acts (collectively, a “Restricted Activity”) during use of the Co-op Apps and third-party services may have their account terminated, and User acknowledges and agrees that User shall not:

(a) transfer, lend, sell, or lease a User account, password, or any other identifying information related to User’s use of the Services to any other party;

(b) impersonate or misrepresent any person or entity in relation to User’s use of Services;

(c) use a false email address, name, or other identifying information in relation to User’s use of Services;

(d) violate any law, statute, rule, ordinance, regulation, or permit while delivering or receiving Services hereunder;

(e) 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, sexual orientation, or other protected class;

(f) commercialize the Services without the express, written authorization of TDC-CO;

(g) post, email, or otherwise transmit any malicious code, files, or programs designed to interrupt, damage, destroy, interfere with, or limit the functionality of the Co-op Apps;

(h) manipulate identifiers or communications to disguise the origin of any information transmitted through the Rider App; or

(i) cause any third party to engage in the above-listed Restricted Activities while Services are rendered hereunder.

Section 14.02 Termination. This Agreement may be terminated:

(a) by User upon deletion of the applicable Co-op App, except in the case of a breach of this Agreement (the terms of this Agreement will continue to apply to any Services provided prior to such deletion);

(b) by TDC-CO, if it determines that User has engaged in any of the above Restricted Activities or violated any other term of this Agreement;

(c) by TDC-CO, in the event that: (i) User is no longer eligible to qualify as a User; (ii) Driver no longer qualifies to provide Services or to operate the Approved Vehicle under applicable law, rule, permit, ordinance or regulation; (iii) User falls below TDC-CO’s minimum star rating or cancellation threshold; (iv) TDC-CO has a good faith belief that such action is necessary to protect the safety of TDC-CO, its agents or affiliates, and/or third parties. Users will be given notice of any actual or potential termination of User’s account and given an opportunity to cure the issue to TDC-CO’s reasonable satisfaction prior to TDC-CO permanently terminating this Agreement and User’s account. If the breach is cured in a timely manner and to TDC-CO’s satisfaction, this Agreement will not be permanently terminated.

Article XV. DISCLAIMERS

Section 15.01 As Available Disclaimer. Services rendered from the Co-op Apps will be provided with due care and commercially reasonable skill. However, given the nature of the Services, including the Service’s reliance on systems and services not owned or controlled by TDC-CO, TDC-CO cannot covenant that the Service will be continuous, fault-free, accessible at all times or that the Service is available within a given location.

Section 15.02 App Store Disclaimer. This Section 15.02 applies to any version of the Co-op App that User acquires from the Apple App Store. This Agreement is entered into between User and TDC-CO and its subsidiaries, representatives, affiliates, officers, and directors. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the Co-op Apps. TDC-CO, not Apple, is solely responsible for the Co-op Apps and the content thereof, as set forth hereunder. However, Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement. Upon User’s acceptance of this Agreement, Apple shall have the right (and will be

deemed to have accepted the right) to enforce this Agreement against User as a third-party beneficiary thereof. This Agreement incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which, User is the “end-user.” In the event of a conflict between the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.

Section 15.03 Identity Disclaimer. TDC-CO cannot guarantee the identity of each Rider or Driver at the time Services are provided. Please use common sense when using the Co-op Apps, and third-party services, including confirming the photo of the User provided on the applicable Co-op App to ensure the individual that User sees in person is associated with the applicable Co-op App. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and TDC-CO does not accept responsibility or liability for any content, communication, or other use or access of the Co-op Apps by persons under the age of eighteen (18) in violation of this Agreement. TDC-CO encourages Users to communicate directly with each potential User prior to engaging in a Service hereunder.

Article XVI. INDEMNITY

User agrees to indemnify and hold harmless TDC-CO and its affiliates, subsidiaries, parents, successors, and assigns, and each of TDC-CO’s respective directors, officers, employees, and agents for all claims, demands, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or in connection with (i) User’s use of the Services or goods obtained through User’s use of the Services; (ii) User’s breach of any of this Agreement or the agreements and terms and conditions that this Agreement incorporates by reference; (iii) any allegation that any materials that User transmit through the Co-op Apps or to TDC-CO infringes, misappropriates, or otherwise violates the copyright, trademark, trade secret, intellectual property rights, or other rights of any third parties; (iv) Driver’s ownership, use or operation of an Approved Vehicle, including Driver’s provision of Services as a Driver; and/or (v) any other activities in connection with the Co-op Apps or the Services.

Article XVII. LIMITATION OF LIABILITY

TDC-CO, INCLUDING ITS AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS, AND ASSIGNS, AND EACH OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR AFFILIATES OR SPONSORS (COLLECTIVELY “TDC-CO” FOR PURPOSES OF THIS Article XVII), SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, DELETION, CORRUPTION, LOST DATA, PERSONAL INJURY (INCLUDING

DEATH), FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE CO-OP APPS, SERVICE INTERRUPTIONS,

OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THE CO-OP APPS, SERVICES, OR THIS AGREEMENT,

HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF TDC-CO OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF

SUCH DAMAGES OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OR DELIVERY OF SERVICES.

THE CO-OP APPS MAY BE USED BY USER TO REQUEST AND SCHEDULE SERVICES OR THIRD-PARTY SERVICES WITH THIRD-PARTY PROVIDERS, BUT USER AGREES

THAT TDC-CO HAS NO RESPONSIBILITY OR LIABILITY TO USER RELATED TO ANY SERVICES OR THIRD-PARTY SERVICES SET FORTH IN THIS AGREEMENT. FOR

CLARITY AND WITHOUT LIMITING THE FOREGOING, TDC-CO HAS NO RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES ARISING OUT OF OR IN

CONNECTION WITH USERS USE OF OR RELIANCE ON SERVICES OR THIRD-PARTY SERVICES SET FORTH IN THIS AGREEMENT OR ANY TRANSACTION OR

RELATIONSHIP BETWEEN USER AND ANY THIRD-PARTY PROVIDER. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN

DAMAGES. IF SUCH LAWS ARE APPLICABLE TO USER, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO USER, AND USER MAY HAVE ADDITIONAL RIGHTS GRANTED UNDER APPLICABLE LAW.

TDC-CO SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) USER’S USE OF OR RELIANCE ON THE SERVICES OR USER’S INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN USER AND ANY THIRD-PARTY PROVIDER, EVEN IF TDC-

CO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TDC-CO SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM

CAUSES BEYOND TDC-CO’S REASONABLE CONTROL. USER ACKNOWLEDGES THAT THIRD-PARTY TRANSPORTATION PROVIDERS PROVIDING

TRANSPORTATION SERVICES REQUESTED THROUGH SOME REQUEST BRANDS MAY OFFER RIDESHARING OR PEER-TO-PEER TRANSPORTATION SERVICES AND MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. THE LIMITATIONS AND DISCLAIMERS OF THIS ARTICLE XVII DO NOT PURPORT TO LIMIT LIABILITY OR ALTER USER’S RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

Article XVIII. DISPUTE RESOLUTION; ARBITRATION

Section 18.01 Arbitration. User agrees that any dispute or claim arising from or relating to this Agreement shall be settled by final and binding arbitration, using the English language, administered by the American Arbitration Association (the “AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, unless otherwise required by applicable law or mutually agreed to in writing by TCD-CO and User. The arbitration will be conducted by a sole arbiter in accordance with AAA Rules. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Any arbitration or mediation under this Agreement will take place on an individual basis, and User acknowledges and agrees that User waives any right or demand for class arbitrations and class actions. User understands that by entering into this Agreement, User

and TDC-CO each waive the right to trial by jury or to participate in a class action lawsuit. Each party shall have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbiter or mediator, as applicable. Notwithstanding the foregoing, User may assert User’s claim to the “small claims” court located in Denver, Colorado, but only if User’s claim qualifies, User’s claim remains in such court, and User’s claim remains on an individual, non-representative, and non-class basis.

Section 18.02 United States Legal Compliance. User and TDC-CO agree to operate in full compliance with all United States and Colorado governmental laws, regulations, and requirements applicable to TDC-CO’s obligations and to maintain all licenses, permits, and approvals required for TDC-CO and User’s performance under this Agreement.

Section 18.03 Attorneys’ Fees. If TDC-CO or User incurs any legal fees arising out of or associated with the enforcement of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other reasonable litigation expenses from the non-prevailing party.

Section 18.04 Time Limitation to Bring Action. NO ACTION SHALL BE BROUGHT FOR

ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE

(1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY

DUE ON AN OPEN ACCOUNT.

Article XIX. CONFIDENTIALITY

Drivers shall not use (i) any technical, financial, strategic, and other proprietary and confidential information relating to TDC-CO’s business, operations, and properties, (ii) information about a User made available to Driver in connection with such User’s use of the Co-op Apps, including, but not limited to, the User’s name, pick-up location, contact information and photo (collective, “Confidential Information”) disclosed to Driver by TDC-CO or the Co-op Apps for Driver’s own use or for any purpose other than as described in this Agreement. Driver shall not disclose or permit disclosure of any Confidential Information to third parties, nor shall Driver store any Confidential Information obtained from Co-op Apps separate and outside of Co-op Apps. Drivers understand that some Confidential Information received by Driver may be protected by federal and/or state confidentiality laws. Driver shall not disclose to anyone the identity of the Rider or the location where the Rider’s Services originated or ended, except as required by law. Driver understands that any violation of this Article XIX may violate applicable law and could result in civil or criminal penalties against Driver. Driver shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information. Notwithstanding the above, Driver shall not have liability to TDC-CO with regard to the disclosure of Confidential Information to the extent Driver can prove that the information (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of Driver; (ii) was known to Driver, without restriction, at the time of disclosure, as demonstrated by evidence in existence at the time of disclosure; (iii) is disclosed with prior written consent; (iv) becomes known to Driver, without restriction, from a source without breach of this Agreement by Driver and otherwise not in violation of applicable law; (v) is disclosed pursuant to an order or requirement of a court, administrative agency, or other governmental body; provided, however, that Driver shall provide prompt notice of such court order or requirement to TDC-CO to enable TDC-CO to seek a protective order or otherwise prevent or restrict such disclosure, or (vi) was disclosed by Driver as a whistleblower or similar disclosure permitted by law.

Article XX. Warranty; Limitation of Warranty

Section 20.01 Warranty. TDC-CO does not warrant in any form the results or achievements of the Services provided hereunder or the resulting work product and deliverables arising from the Co-op Apps. TDC-CO warrants that the Services will be performed by qualified personnel in a professional manner in accordance with generally accepted industry standards and practices. TDC-CO shall comply with all statutes, ordinances, regulations, and laws of all international, federal, state, county, municipal, or local governments applicable to performing Services hereunder.

Section 20.02 Limitation Of Warranty; Exclusive Remedy. THE WARRANTY SET FORTH IN ARTICLE XX IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, HOWEVER ARISING, INCLUDING, BUT NOT LIMITED TO, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. TDC-CO DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT. USERS EXCLUSIVE REMEDY FOR BREACH OF THE WARRANTY PROVIDED HEREUNDER IS REPERFORMANCE OF THE SERVICES, OR IF REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF ANY AMOUNTS PAID UNDER THIS AGREEMENT FOR SUCH SERVICES.

Article XXI. Miscellaneous

Section 21.01 Governing Law. This Agreement shall be governed by the laws of the State of Colorado without regard to its conflict of laws principles. The parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Denver County, Colorado, in accordance with Section 18.01.

Section 21.02 Translation Interpretation. This Agreement is executed in English. If this Agreement is translated into any other language, this version in English shall be controlling on all questions or interpretations and performance.

Section 21.03 Survival. Each term and provision of this Agreement, which should by its sense and context survive any termination or expiration of this Agreement, shall so survive regardless of the cause and even if resulting from the material breach of either party to this Agreement.

Section 21.04 Severability. Each provision of this Agreement is intended to be severable. If any

term or provision hereof is held by a court of law to be in violation of an applicable local, state, or

federal ordinance, statute, law, administrative or judicial decision, public policy or for any other reason, and if such court should declare such provision of this Agreement to be illegal, invalid, unlawful, void, voidable, or unenforceable as written, then such provision shall be given full force and effect to the fullest extent that is legal, valid and enforceable, the remainder of this Agreement shall be construed as if such illegal, invalid, unlawful, void, voidable or unenforceable provision was not contained herein, and the rights, obligations and interests of the parties under the remainder of this Agreement shall continue in full force and effect. If any provision is held to be unenforceable, the court making such determination shall have the power to, and shall, modify such provision to the minimum extent necessary to make such provision, as so modified,

enforceable, and such provision shall then be applicable in such modified form.

Section 21.05 Publicity. TDC-CO shall be free to disclose to the public that User is a user of Co- op Apps and may use User's name to make such a statement.

Section 21.06 Assignment. User may not assign, delegate, or otherwise transfer its obligations under this Agreement without the prior written consent of TDC-CO, which shall not be unreasonably withheld. User shall remain liable for all User’s obligations even in the case of permitted assignment, delegation, or other transfer not constituting a complete novation evidenced by a written agreement among the parties thereto.

Section 21.07 Force Majeure. Neither party shall be held responsible or liable hereunder for any failures or delays in the performance of its obligations under this Agreement if such failure or delay is caused by activities or factors beyond its reasonable control, including without limitation,

war, civil commotion, inclement weather, strikes or labor disputes, lockouts, accidents, fires, floods, earthquakes, telecommunications line failures, electrical outages, network failures, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, terrorism, or acts of God, in addition to any and all events, regardless of their dissimilarity to the foregoing, deemed to render performance of the Agreement impracticable or impossible under applicable law, for so long as such force majeure event is in effect. TDC-CO and User shall use reasonable efforts to notify the other party of the occurrence of a force majeure event within five (5) business days of its occurrence. Notice shall include a description of the force majeure event and a description of the obligation that User was unable to perform.

Section 21.08 Headings; Construction. The headings and captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference and do not purport to and shall not be deemed to define, limit, or extend the scope or intent of the provisions to which they appertain. This Agreement shall not be construed more strongly against either party, regardless of which party is responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting party.

Section 21.09 Contact Us. If User has any questions about these Terms of Service, User can contact TCD-CO at [email protected].

Section 21.10 Privacy. User’s use of the Co-op Apps shall bind User to this Agreement as well as to the terms of TDC-CO’s Privacy Policy, which is hereby incorporated by reference.