Terms of Use

The following Terms of Use (“Terms”) constitute a binding legal agreement between you, on the one hand, and SilverRide Inc. (“SilverRide”, “we”, “us”, or “our”), on the other hand. These Terms govern your access to and use of any SilverRide website, mobile and web applications (each, an “Application”), content, products, and related services (collectively, the “SilverRide Platform”). READ THESE TERMS CAREFULLY AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND SILVERRIDE. PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND SILVERRIDE CAN BE BROUGHT (SEE SECTION 16 BELOW). THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST SILVERRIDE TO FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER BEFORE A JUDGE OR JURY IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE ARBITRATION PROVISIONS. By entering into the Terms, or by subsequently accessing or using the SilverRide Platform, you expressly confirm that you understand the Terms (including the arbitration provisions in Section 16) and agree to be bound by the Terms. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OR USE THE SILVERRIDE PLATFORM. These Terms incorporate by reference our SilverRide legal and safety procedures including: drug and alcohol, incident reporting and response policy, service animal, privacy, sexual harassment, dashcams/drivecams, telematics, vaccinations, physicals and any other pages incorporated herein by reference. For additional information, please visit our website at www.SilverRide.com. Upon written request, SilverRide will provide you with a copy of any of these documents.

1. Right to Modify Terms.

PLEASE NOTE THAT THESE TERMS ARE SUBJECT TO CHANGE BY SILVERRIDE IN ITS SOLE DISCRETION AT ANY TIME. SilverRide reserves the right to modify these Terms, and such modifications shall be binding on you upon your acceptance of the modified Terms. To the extent permitted by applicable law, your continued use of the SilverRide Platform to arrange for and/or provide “Services” (defined below) after you receive notice of any such modifications shall constitute your consent to such modifications. Unless material changes are made to the arbitration provisions herein, you agree that modification of these Terms does not create a renewed opportunity to opt out of arbitration (if applicable). SilverRide also reserves the right to modify any information contained in any pages incorporated herein by reference or any information referenced in any of the hyperlinks set forth in these Terms, and such modifications shall become effective upon posting.

2. The SilverRide Platform.

a. Generally, SilverRide is a marketplace platform which enables Users to find, connect, arrange for, schedule, and track transportation, delivery and associated support services for seniors and other eligible riders (“Services”), and provide Services directly to other Users. “Users” refers to and includes: (i) Enterprise Customers, who are counties, non-profits, private, for-profit companies, Medicare providers, or other entities/organizations who utilize the Application for the purposes of using SilverRide Services (also referred to a “Ride Organizers”) ; (ii) Caregivers who book SilverRide Services for family members, themselves, or other Service Recipients, for whom they are legally authorized to arrange rides or Services (“Caregivers” or “Ride Organizer”); (iii) Service Recipients who receive SilverRide Services; and (iv) Service Providers who provide SilverRide Services. Users are free to use the SilverRide Platform to communicate with one another. Service Providers use the SilverRide Platform to advertise their Services to other Users, and Service Providers may use any other means to advertise their Services. Any decision by a User to offer or accept Services is a decision made in such User’s sole discretion. Services provided by a Service Provider at the request of a Ride Organizer (i.e. Enterprise Customers or Caregivers) constitute a separate agreement between such persons. Ride Organizers are responsible for paying Service Providers for the Services they contract for using the SilverRide Platform and utilizing SilverRide’s payment service.

SILVERRIDE DOES NOT OWN OR LEASE VEHICLES, IT DOES NOT PROVIDE TRANSPORTATION SERVICES, IT DOES NOT EMPLOY TRANSPORTATION PROVIDERS, AND IT IS NOT A TRANSPORTATION COMPANY. As a User, you acknowledge that your ability to arrange for, provide, pay for and/or accept payments for Services using the SilverRide Platform does not in any way establish SilverRide as a provider of transportation or as a transportation company. No joint venture, partnership, employment, or agency relationship exists between you and SilverRide, or between SilverRide and any Enterprise Customer.

b. Ride Organizers and Service Recipients. Each Ride Organizer (e.g., Enterprise Customer and Caregiver) is required to set up an account in order to access or use the SilverRide Platform. As a Ride Organizer, you have the ability under your account to add Service Recipients for whom you will be arranging Services and to provide certain information about such Service Recipients. For each Service Recipient that you add to your account, you represent and warrant that you have all authorizations, consents, and approvals to provide any information you submit about such Service Recipients. Service Recipients may be added to more than one account.

c. Caregivers. Caregivers may have limited functionality on the Platform as it pertains to rides organized by the Enterprise Customer. Caregivers are considered “Ride Organizers” in the event that such User downloads the application and requests rides as a Ride Organizer.

d. Additional Features. We are always looking for ways to improve our Platform and may add, change, or remove features or offerings at any time.

3. Requirements for Use of the SilverRide Platform. In order to use the SilverRide Platform, you warrant your understanding and agreement to all of the following requirements:

a. You must be at least eighteen (18) years of age and have the right, authority, and capacity to enter into and abide by the terms and conditions of these Terms. In addition, you must be at least twenty-three (21) years of age to use the Platform to provide Services as a Service Provider.

b. You must have an account created (by SilverRide) on our website or mobile application. You agree not to have more than one account created on your behalf as a Ride Organizer and/or as a Service Provider. You must not use a false identity or provide any false information to create your account. You may not create an account for someone else unless you have the legal authority to do so. You shall have no ownership or other property interest in your account.

c. You must safeguard your username and password information. You may not share this information with anyone else and are responsible for all activity under your account. You agree that you shall monitor your account to restrict use by minors and you shall not allow any children to use your account.

d. You agree to provide and maintain in the Application true, accurate, current and complete information about yourself at all times that you use the Platform and as may be required by SilverRide.

e. SilverRide reserves the right to remove or reclaim any usernames at any time and for any reason.

f. You must provide all equipment and software necessary to connect to the SilverRide Platform, including but not limited to, internet service and/or a mobile device that is suitable to connect with and use the Application. You are solely responsible for any expenses or fees, including an internet connection or mobile fees that you incur when accessing the Application. Some Ride Organizers may require use of specific technology in order to utilize the services of Service Providers. In those cases, Ride Organizers may choose to provide certain equipment and software free of charge to Service Providers (aka the equipment could be paid for under a government contract that prohibits others from paying for it). SilverRide lacks authority to require Service Providers to agree to provide Services under such conditions, and Service Providers maintain discretion whether to accept such conditional requests for Service.

g. Pursuant to governing law, you must treat all technical, financial, strategic and other proprietary and confidential information relating to SilverRide’s business and operations, including profile and ride information about Service Providers, Ride Organizers, Caregivers, Enterprise Customers, and Service Recipients, and other “User Submissions” (defined below) as “Confidential Information”. Information you receive related to the Services may include certain Protected Health Information (“PHI”) of Service Recipients, as that term is defined under the Health Insurance Portability and Accountability Act of 1996, 42 U.S.C. § 1320d-3120d-8 (“HIPAA”) and its implementing regulations thereunder by the U.S. Department of Health and Human Services (the “Privacy Rule”) and other applicable laws, as amended, and shall be treated as Confidential Information, as required by applicable law. PHI includes any information that (i) relates to the past, present or future physical or mental condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and, (ii) identifies the individual or with respect to which there is a reasonable basis to believe the information can be used to identify the individual. Furthermore, information you receive may be considered Confidential Information. Pursuant to applicable law, you may use Confidential Information only for the purpose of fulfilling your Services as a Service Provider and/or as reasonably necessary to participate in the Services you arrange for or receive, using the SilverRide Platform. Any Confidential Information is provided to you solely for purposes of carrying out the Services and you agree, as required by law, not to disseminate, distribute, disclose, or otherwise share any Confidential Information. In the event of any improper disclosure, you agree to immediately notify SilverRide of such disclosure. Any improper disclosure is a violation of SilverRide’s Terms of Use that may result in deactivation of your account, and may also be a violation of governing federal, state, or local law.

h. You acknowledge and agree that we will record calls placed or received via the Application (such as between Service Providers and Ride Organizers) and such calls will be recorded and stored by us to the extent permitted by law. BY ACCEPTING THE TERMS, INCLUDING BY CONTINUING TO USE THE APPLICATION, AND THEN PLACING OR ANSWERING A CALL THROUGH THE APPLICATION (WHETHER AS A SERVICE PROVIDER OR RIDE ORGANIZER), YOU EXPLICITLY CONSENT TO SILVERRIDE RECORDING AND STORING SUCH PHONE CALL. IF YOU DO NOT CONSENT TO SUCH RECORDING, DO NOT PLACE OR ANSWER ANY CALL THROUGH THE APPLICATION. THIS MAY MEAN THAT YOU WILL NOT BE ABLE TO PERFORM SERVICES FOR RIDE ORGANIZERS WHO REQUIRE THAT ALL COMMUNICATIONS BE RECORDED.

4. Mobile Application.

a. Subject to your compliance with these Terms, SilverRide grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a mobile device that you own or control and to run such copy of the Application solely to access the Platform for your own internal purposes.

b. The following applies to any Apple iOS Application: (i) You acknowledge and agree that (a) these Terms are concluded between you and SilverRide only, and not Apple, and (b) SilverRide, not Apple, is solely responsible for the Apple iOS Application and content thereof. Your use of the Apple iOS Application must comply with the Apple Media Services Terms and Conditions, as may be amended from time to time with or without notice; (ii) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Apple iOS Application; (iii) You and SilverRide acknowledge that, as between SilverRide and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the Apple iOS Application or your possession and use of the Apple iOS Application, including, but not limited to: (1) product liability claims; (2) any claim that the Apple iOS Application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation; (iv) You and SilverRide acknowledge that, in the event of any third party claim that the Apple iOS Application or your possession and use of that Apple iOS Application infringes that third party’s intellectual property rights, as between SilverRide and Apple, SilverRide, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms; (v) You and SilverRide acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as related to your license of the Apple iOS Application, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the Apple iOS Application against you as a third party beneficiary thereof; (vi) Without limiting any other provision of these Terms, you must comply with all applicable third party terms of agreement when using the Apple iOS Application.

c. The following applies to any Application accessed through or downloaded from the Google Play Store (“Google-Sourced Application”): (i) you acknowledge that these Terms are between you and SilverRide only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Application must comply with Google Play Store Terms of Service as may be amended from time to time; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Application; (iv) SilverRide, and not Google, is solely responsible for its Google-Sourced Application; (v) Google has no obligation or liability to you with respect to Google-Sourced Application or these Terms; and (vi) you acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to SilverRide’s Google-Sourced Application.

d. Certain software code incorporated into or distributed with the Application may be licensed by third parties under various “open-source” or “public-source” software licenses (such as the GNU General Public License, the GNU Lesser General Public License, the Apache License, the Berkeley Software Distribution License, and the Sun Public License) (collectively, the “Open Source Software”). Notwithstanding anything to the contrary in these Terms, the Open Source Software is not licensed under Section 3(a) and instead is separately licensed pursuant to the terms and conditions of their respective open-source software licenses. You agree to comply with the terms and conditions of such open-source software license agreements.

e. Once a Service Provider and Ride Organizer are matched on the SilverRide platform, some Ride Organizers will require that the Service Provider then use its platform to procure the requested Services. This is because the Services requested by Ride Organizers may involve highly sensitive, protected information. This arrangement might require the Service Provider to download the Ride Organizer’s application either onto the Service Provider’s own device or that the Service Provider use a device provided by the Ride Organizer with the Ride Organizer’s software already installed. Either before, during or after that work is performed, the Ride Organizer will send all data necessary for SilverRide to capture that information on the SilverRide Platform. SilverRide lacks authority to require Service Providers to agree to provide Services under such conditions, and Service Providers maintain discretion whether to accept such conditional requests for Service.

f. As a marketplace Platform, we connect Service Providers with Ride Organizers. For the Platform to work, we need to collect your location information. When you open the Application on your mobile phone, we collect your location information in real-time. Your location information is necessary for the provision of Services. For example, it is used to match Service Providers with Ride Organizers who request rides or Services, and to help protect the safety of all Users or members of the public. Additionally, Service Providers ‘ location information and distance travelled is necessary to calculate charges for rides and for insurance. The SilverRide platform also uses this information to be analyzed by telematics technology to monitor your driving habits because it is required by third-parties for safety and insurance purposes. If the technology identifies any dangerous or risky driving behaviors which pose a safety risk, you may be ineligible to continue to use the platform. By using the Application, you hereby authorize us to collect, use, and store your location data even when the Application is running in the background (for Service Providers only). If you do not agree to permit us to collect this information on your mobile device, you may not use our Platform or Services as such collection and use is required by third-parties and necessary for the provision of our Services.

g. Certain features of the Platform require access to and use of your device’s map features or functionality, such as Google Maps, or other third party services. Any use of those features will be subject to the terms and conditions applicable to such third party services. If by using the Platform, you use Google Maps features and content, then such use is subject to your agreement to the then current versions of: (i) the Google Maps/Google Earth Additional Terms of Service located at http://www.google.com/help/terms_maps.html; and (ii) the Google Privacy Policy located at https://www.google.com/policies/privacy/. It is your sole responsibility to review the terms and conditions that apply to Google Maps before using it; these Terms do not apply to any activities conducted via the Google Maps site. Likewise, by using the Platform, you may also have to agree to the Apple end-user terms located at http://www.apple.com/legal/sla/ (as may be changed from time to time by Apple). It is your sole responsibility to review the terms and conditions that apply to Apple mobile devices before using them.

h. You understand that the SilverRide Platform is constantly being developed and improved for the benefit of all of its Users. As a result, SilverRide may require you to accept updates to the Application or other software that you have installed on your computer or mobile device. You acknowledge and agree that SilverRide may update the Application with or without notifying you. You may need to update third party software from time to time in order to use the Platform or Application.

5. Communications from SilverRide.

By entering into these Terms or using the Platform, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automated telephone dialing systems. Communications from SilverRide and other Users, including Service Providers and Ride Organizers, may include but are not limited to: improving or using the Platform, operational communications concerning your account or the Services you provide or receive, updates concerning new and existing features relating to the Platform, communications concerning promotions run by SilverRide or our third-party partners, and news concerning SilverRide and industry developments. We do not charge for this feature. However, any standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

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 REPLY “STOP” TO A SILVERRIDE TEXT MESSAGE FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE SERVICES.

IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM SILVERRIDE (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN REPLY “STOPALL” TO A SILVERRIDE TEXT MESSAGE FROM THE MOBILE DEVICE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT BY OPTING OUT OF RECEIVING ALL CALLS OR TEXTS YOU WILL NO LONGER BE ABLE TO USE THE TEXT/CALL SERVICES, AS SUCH COMMUNICATIONS ARE NECESSARY FOR PROVIDING THE SERVICES, WE WILL NOT BE LIABLE FOR ANY DELAYS IN THE RECEIPT OF ANY SMS MESSAGES AS DELIVERY IS SUBJECT TO EFFECTIVE TRANSMISSION FROM YOUR MOBILE SERVICE OPERATOR.

6. Intellectual Property.

a. Except for User Submissions (defined below) and third party content, the Platform, including text, software, graphics, photos, interactive features and other content and the trademarks displayed on the Platform, including the SilverRide Application and website, are owned by SilverRide and its licensors and are subject to copyright, trademark, and other intellectual property rights under U.S. and international laws. Subject to these Terms, and unless otherwise specified by SilverRide in a separate license, SilverRide only grants you a limited license to use the SilverRide Platform for your internal use.

b. If you are a Service Provider, SilverRide grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement and any other agreement entered into between you and SilverRide, a limited, revocable, non¬exclusive license to display the trademarks owned by SilverRide (the “SilverRide Marks”) on your vehicle and to wear clothing displaying the SilverRide Marks while you are performing services as a Service Provider, provided all displayed materials are obtained directly from SilverRide and are consistent with these Terms. This limited license does not allow for the creation of derivative or modified versions of the SilverRide Marks, or the use of the SilverRide Marks for any purpose other than as set forth in this paragraph.

c. The rights granted to you by these Terms are subject to the following restrictions: (i) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the SilverRide Platform or any portion of the SilverRide Platform; (ii) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other aspect of the SilverRide Platform, including without limitation any portion of the SilverRide website; (iii) you shall not use any metatags or other “hidden text” using SilverRide’s name or trademarks; (iv) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the SilverRide Platform except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the SilverRide Application or website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the SilverRide Application or website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (vi) you shall not access the SilverRide Platform in order to build a similar or competitive website, application or service; (vii) except as expressly stated herein, no part of the SilverRide Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (viii) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in any feature of the SilverRide Platform. Any future release, update or other addition to the SilverRide Platform shall be subject to these Terms. SilverRide, its suppliers and service providers reserve all rights not granted in these Terms. Any unauthorized use of the SilverRide Platform terminates the licenses granted by SilverRide pursuant to these Terms.

d. In the event of any proven breach by you of any provision of this Intellectual Property Section, you agree that SilverRide may argue it is irreparably harmed as a matter of law and will be entitled to seek immediate injunctive relief against you prohibiting any continued use by you of the SilverRide Marks.

7. Prohibited Uses.

You agree not to use, or direct others to use, the SilverRide Platform or Services in any manner that is prohibited by these Terms, including any manner that:

a. Violates any law, statue, rule, permit, ordinance, or regulation;

b. Jeopardizes the safety of any person or causes any harm or injury to any person;

c. Is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, vulgar, pornographic, obscene, offensive, or profane;

d. Discriminates against or harasses anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or any other characteristic protected by law;

e. Infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity;

f. Constitutes unauthorized or unsolicited advertising, junk or bulk e-mail;

g. Involves commercial activities and/or sales without SilverRide’s prior written consent, such as contests, sweepstakes, promotions, barter, advertising, or pyramid schemes;

h. Impersonates any person or entity, including any employee or representative of SilverRide, and other Service Providers or Ride Organizers;

i. Interferes with or attempts to interfere with the proper functioning of the SilverRide Platform, or in any way not expressly permitted by the Terms;

j. Violates a certification, attestation, or sworn statement or constitutes a false/fraudulent certification, attestation, or statement made in conjunction with using the Services; or

k. Attempts to engage in or engages in, any potentially harmful acts that are directed against SilverRide, including but not limited to violating or attempting to violate any security features of the SilverRide Platform, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages created or maintained by SilverRide, introducing viruses, worms, or similar harmful code, or interfering or attempting to interfere with use of the SilverRide Platform or Services by any other User, host or network, including by means of overloading, “flooding”, “spamming”, “mail bombing”, or “crashing” the SilverRide Platform.

8. User Submissions.

The SilverRide Platform may enable you to post, upload, e-mail, transmit or otherwise make available, your own content, information, data or materials (“User Submissions”). User Submissions are the sole responsibility of the party from whom such User Submissions originated. You grant us a non-exclusive, fully-paid, world-wide, transferable, perpetual, irrevocable, royalty-free license, with the right to grant sublicenses, to display, publicly perform, distribute, store, transcode, broadcast, transmit, reproduce, edit, modify, create derivative works, and otherwise use your User Submissions in any manner, in any medium, for any purpose in connection with the SilverRide Platform, website or Application. You acknowledge and agree that you have no expectation of compensation, privacy, or confidentiality with respect to any User Submission. User Submissions may be available to other Users (such as Service Providers and Ride Organizers). We may refuse or remove User Submissions at any time. You represent and warrant that you own all rights in your User Submissions or you have acquired all necessary rights in your User Submissions to enable you to grant SilverRide the rights in your User Submissions described above. We have no obligation to pre-screen User Submissions or any other content on the SilverRide Platform, although we reserve the right in our sole discretion to pre-screen, refuse or remove such content.

9. Feedback.

SilverRide is continually looking to improve its Platform and encourages Users to provide feedback about their experience using the Platform and the Services that Users provide or arrange for through the Application or website (“Feedback”). All Users consent to Feedback from other Users. Feedback on Service Providers may be shared with Service Providers and may be used for any purpose without attribution, accounting or compensation to you. We de-identify the Feedback, but we can’t rule out that a User may be able to identify the individual or entity that provided the Feedback.

10. Third Party Websites and Service Providers.

As a part of the SilverRide Platform, you may have access to materials that are hosted by another party (including the maps referenced above in Section 4(g)). You agree that it is impossible for SilverRide to monitor such materials and that you access these materials at your own risk. The SilverRide Platform may provide information from and links to third party websites and applications (“Third Party Websites”) and advertisements for third parties (collectively, “Third Party Websites & Ads”). If you choose to click on a link to any Third Party Websites & Ads, we will not warn you that you have left our website or Application and are subject to the terms and conditions (including privacy policies) of another website, application or destination. Such Third Party Websites are not under the control of SilverRide. SilverRide is not responsible for any Third Party Websites & Ads. SilverRide provides these Third Party Websites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Websites & Ads, or their products or services. You voluntarily choose to use any and all links in Third Party Websites & Ads at your own risk. When you leave our website or Application, our Terms no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

11. Disclaimer.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SILVERRIDE PLATFORM, INCLUDING ANY SERVICES PROVIDED BY INDEPENDENT CONTRACTOR SERVICE PROVIDERS, IS AT YOUR SOLE RISK, AND THE SILVERRIDE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, WHETHER KNOWN OR UNKNOWN. SILVERRIDE AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, ATTORNEYS, AND LICENSORS (COLLECTIVELY, THE “COVERED PARTIES”) DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT). THIS PROVISION ALSO APPLIES TO, WITHOUT LIMITATION, ANY SEATS, DEVICES, OR EQUIPMENT THAT MAY BE PROVIDED BY SILVERRIDE OR SERVICE PROVIDERS OR THE INSTALLATION OF SUCH SEATS, DEVICES, OR EQUIPMENT BY SERVICE PROVIDERS. THE COVERED PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF CONTENT AVAILABLE ON OR THROUGH THE SILVERRIDE PLATFORM OR FOR THE CONDUCT OR PERFORMANCE OF THE SERVICE PROVIDERS, RIDE ORGANIZERS, SERVICE RECIPIENTS, ENTERPRISE CUSTOMERS, CAREGIVERS, OR OTHER USERS.

USERS ARE NOT COVERED PARTIES WITHIN THE MEANING OF THESE TERMS. WE DO NOT CONTROL, OR HAVE THE RIGHT TO CONTROL USERS EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THESE OR ANY APPLICABLE SUPPLEMENTAL TERMS OR AS REQUIRED BY APPLICABLE STATE AND/OR FEDERAL LAW, REGULATION, OR ORDINANCE. WE ARE NOT RESPONSIBLE FOR THE AVAILABILITY OF OR PERFORMANCE OF SERVICES PROVIDED BY SERVICE PROVIDERS. WE DO NOT GUARANTEE RIDE ORGANIZERS THAT ANY RIDE OR SERVICE REQUEST WILL BE ACCEPTED BY SERVICE PROVIDERS (WHO HAVE SOLE DISCRETION TO ACCEPT OR REJECT ANY AND ALL RIDE REQUESTS) OR THAT SERVICE PROVIDERS WILL RECEIVE ANY PARTICULAR NUMBER OF RIDE REQUESTS BY RIDE ORGANIZERS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COVERED PARTIES ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, OR NEGLIGENCE OF ANY USERS OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. WE DO NOT REPRESENT OR ENDORSE, AND SHALL NOT BE RESPONSIBLE FOR YOUR ABILITY OR INABILITY TO ARRANGE FOR OR PROVIDE SERVICES USING THE SILVERRIDE PLATFORM. SILVERRIDE SHALL NOT BE LIABLE FOR ANY DELAY IN OR FAILURE TO PERFORM ANY SERVICES.

12. Limitation of Liability.

YOU UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COVERED PARTIES BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF COVERED PARTIES WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO YOUR USE OF THE SILVERRIDE PLATFORM OR SERVICES. IN NO EVENT SHALL THE COVERED PARTIES’ TOTAL AGGREGATE LIABILITY TO YOU EXCEED THE GREATER OF: (I) THE TOTAL AMOUNT OF FEES WE RECEIVE FROM YOUR RIDE OR SERVICE REQUESTS IN THE THREE (3) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO OUR LIABILITY, OR (II) ONE THOUSAND DOLLARS ($1000.00). THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A COVERED PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A COVERED PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A COVERED PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. THE FOREGOING LIMITATIONS OF LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN SILVERRIDE AND YOU.

13. Indemnity.

You agree to indemnify and hold harmless the Covered Parties against any and all claims, damages, losses, costs, liabilities, and expenses or fees (including reasonable attorneys’ fees), of any kind, relating to or arising out of: (i) your use of the SilverRide Platform or Services; (ii) your (or in the case of Ride Organizers and Caregivers, you or your Service Recipient’s) violation or breach of any provision of these Terms, the policies referenced herein, or any applicable law or regulation, whether or not referenced herein; (iii) your violation of any rights of any third party; (iv) your use of, or inability to use, the SilverRide Platform to arrange for, track, or provide Services, or for any other reason. SilverRide reserves the right, at its sole discretion and expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with SilverRide in asserting any available defenses. This provision does not require you to indemnify any of the Covered Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the SilverRide Platform. You agree that the provisions in this section will survive termination of your User account, these Terms, or your access to the SilverRide Platform.

14. State and Local Disclosures.

Certain jurisdictions require additional disclosures to you. It is your responsibility to know and follow any local or state-specific disclosures that may apply to you. You can view disclosures required by your local jurisdiction here. Failure to abide by such disclosures may result in the temporary or permanent deactivation of your User account. We will update the disclosures page as jurisdictions add, remove or amend these required disclosures, so please check in regularly for updates.

15. Term and Termination.

These Terms set forth herein (except the Arbitration Agreement set forth in paragraph 16 and your binding agreement to arbitrate) may be terminated by User, without cause, upon seven (7) days’ written notice to SilverRide, or by either Party immediately, without notice, upon the other Party’s material breach of the Terms, including but not limited to any breach of Section 7 or 18(a) – (t) of the Terms. In addition, SilverRide may terminate the Terms or deactivate your User account immediately in the event (i) you no longer qualify to provide or arrange for Services or operate under applicable law, rule, ordinance, permit, or regulation; or (ii) SilverRide has the good faith belief that such action is necessary to protect the safety of the SilverRide Users or third parties. In the event of deactivation pursuant to (i)-(ii) above, you will be given notice of the potential or actual deactivation and an opportunity to cure the breach. If the breach is cured in a timely manner and to SilverRide’s satisfaction, your account and these Terms will not be permanently deactivated. You may not use the SilverRide Platform after your account has been deactivated unless expressly authorized by SilverRide. Sections 2, 4(f), 5, 6, 8, 11-13, and 15-18 shall survive any termination or expiration of these Terms.

16. Dispute Resolution.

PLEASE READ THE FOLLOWING SECTION CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES WITH SILVERRIDE AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF. THIS SECTION 16 OF THE TERMS SHALL BE REFERRED TO AS THE “ARBITRATION AGREEMENT.”

a. Agreement to Binding Arbitration Between You and SilverRide. YOU AND SILVERRIDE MUTUALLY AGREE TO WAIVE THE RIGHT TO RESOLUTION OF YOUR DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND INSTEAD AGREE TO RESOLVE ANY SUCH DISPUTES BY ARBITRATION, as set forth below. The Arbitration Agreement is governed by the Federal Arbitration Act (“FAA”), but if the FAA is inapplicable for any reason, then this Arbitration Agreement is governed by the laws of the State of Delaware, including Del. Code tit. 1O, § 5701 et seq., without regard to choice of law principles.

This Arbitration Agreement is intended to be both retrospective and prospective, and is intended to include past, present, and future claims, including claims that may have originated or accrued prior to this Arbitration Agreement. This Arbitration Agreement survives after these Terms terminate or your relationship with SilverRide ends.

ANY ARBITRATION UNDER THIS ARBITRATION AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, NON-INDIVIDUAL PAGA ARBITRATIONS, AND COLLECTIVE ARBITRATIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all “Claims” (defined below) between you and SilverRide, including our past and present affiliates, subsidiaries, parents, successors and assigns, and each of those entities’ and our past and present officers, directors, employees, agents, attorneys, insurers, or shareholders. This Arbitration Agreement also applies to claims between you (“Users”) and SilverRide’s service providers, including but not limited to background check providers and payment processors; and such service providers shall be considered intended third-party beneficiaries of this Arbitration Agreement.

Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (each a “Claim,” and collectively, “Claims”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND SILVERRIDE. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: the Terms and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the SilverRide Platform, the Services, SilverRide promotions, gift card, referrals, or loyalty programs, any other goods or services made available through the SilverRide Platform, your relationship with SilverRide, the threatened or actual suspension, deactivation or termination of your User account or these Terms, background checks performed by or on SilverRide’s behalf, impairment testing, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by SilverRide, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, meal breaks and rest periods, misclassification, vacation, sick pay, expense reimbursement, inaccurate wage statements, late payment of compensation, penalties, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for individual claims for employee benefits under any benefit plan sponsored by SilverRide and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.

BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND SILVERRIDE ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY OR BENCH TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

b. Prohibition of Class Actions and Non-Individualized Relief. YOU UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND SUBJECT TO ANY EXCEPTIONS BELOW, YOU AND SILVERRIDE MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, (OR ANY ACTION INVOLVING CLASS OR COLLECTIVE CERTIFICATION PROCEDURES) OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND SILVERRIDE BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION 16(B) SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST SILVERRIDE, WHICH ARE ADDRESSED SEPARATELY IN SECTION 16(C).

The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims.

Notwithstanding any other provision of these Terms, the Arbitration Agreement or the JAMS Rules, disputes regarding the interpretation, scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (i) the dispute is filed as a class, collective, or representative action, and (ii) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims or any particular remedy for a Claim (such as a request for public injunctive relief), then that Claim or particular remedy (and only that Claim or particular remedy) shall be severed from any remaining claims and/or remedies that may be brought in a civil court of competent jurisdiction, but the Class Action Waiver shall otherwise be enforced in arbitration on an individual basis as to all other Claims or remedies to the fullest extent possible.

c. Representative PAGA Waiver. Notwithstanding any other provision of the Terms or the Arbitration Agreement, to the fullest extent permitted by law: (i) you and SilverRide agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (ii) for any claim brought on a private attorney general basis, including under the California PAGA, both you and SilverRide agree that any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “representative PAGA Waiver”). Notwithstanding any other provision of the Terms, the Arbitration Agreement or the JAMS Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (a) the unenforceable provision shall be severed from the Terms; (b) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (c) any such representative PAGA or other representative private attorneys general act claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Claims, the Parties agree that litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.

d. Rules Governing the Arbitration. Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the Judicial Arbitration and Mediation Services (“JAMS”) pursuant to its General Arbitration Rules & Procedures (“JAMS Rules”) that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Arbitration Agreement. Copies of the JAMS Rules can be obtained at the JAMS’s website (wwwjamsadr.com), by calling the JAMS at 1-800-352-5267, or by using a search engine such as www.google.com to search for “JAMS XX rules.” Alternatively, the JAMS Rules will be provided by SilverRide to you upon your written request. Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of JAMS Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding. The Parties may select a different arbitration administrator upon mutual written agreement. Such written consent from SilverRide must come from Jeff Maltz..

As part of the arbitration, both you and SilverRide will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision which shall explain the award given and the findings and conclusions on which the decision is based.

The arbitrator will decide the substance of all claims in accordance with applicable law, and will honor all claims of privilege recognized by applicable law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Users, but is bound by rulings in prior arbitrations involving the same User, to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be challenged in a court of competent jurisdiction.

e. Arbitration Fees and Awards. The payment of filing and arbitration fees will be governed by the relevant JAMS Rules subject to the following modifications: (i) If you initiate arbitration under this Arbitration Agreement after participating in the optional Negotiation process described in subsection (k) below and are otherwise required to pay a filing fee under the relevant JAMS Rules, SilverRide agrees that, unless your claim is for $5,000 or more, your share of the filing and arbitration fees is limited to $50, and that, after you submit proof of payment of the filing fee to SilverRide, SilverRide will promptly reimburse you for all but $50 of the filing fee. If, however, the arbitrator finds that either the substance of your claim or the relief sought in the claim is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all such fees will be governed by the JAMS Rules; (ii) If SilverRide initiates arbitration under this Arbitration Agreement, SilverRide will pay all JAMS filing and arbitration fees; (iii) With respect to any Claims brought by SilverRide against a Service Provider, or for Claims brought by a Service Provider against SilverRide that: (a) are based on an alleged employment relationship between SilverRide and a Service Provider; (b) arise out of, or relate to, SilverRide’s actual deactivation of a Service Provider’s User account or a threat by SilverRide to deactivate a Service Provider’s User account; (c) arise out of, or relate to, SilverRide’s actual termination of these terms, or a threat by SilverRide to terminate these Terms; (d) arise out of, or relate to, Fares (as defined in this Agreement, including SilverRide’s Platform Fee or commission or fees on the Fares), tips, or average hourly guarantees owed by SilverRide to Service Providers for Services, other than disputes relating to referral bonuses, other SilverRide promotions, or consumer-type disputes, or (e) arise out of or relate to background checks performed in connection with a user seeking to become a Service Provider (the subset of Claims in subsections (a)-(e) shall be collectively referred to as “Service Provider Claims”), SilverRide shall pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a proper court), including the regular and customary arbitration fees and expenses (to the extent not paid by SilverRide pursuant to the fee provisions above). However, if you are the party initiating the Service Provider Claim, you shall be responsible for contributing up to an amount equal to the filing fee that would be paid to initiate the claim in the court of general jurisdiction in the state in which you provide Services to Riders, unless a lower fee amount would be owed by you pursuant to the JAMS Rules, applicable law, or subsection (e)(1) above. Any dispute as to whether a cost is unique to arbitration shall be resolved by the arbitrator. For purposes of this Section 16(e)(3), the term “Service Provider” shall be deemed to include both Service Providers and Service Provider applicants who have not been approved to use the Platform. (1) Except as provided in Federal Rule of Civil Procedure 68 or any applicable state equivalents, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court, such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.). (2) At the end of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to you if you prevail, to the extent authorized by applicable law. (3) Although under some laws SilverRide may have a right to an award of attorneys’ fees and non-filing fee expenses if it prevails in an arbitration, SilverRide agrees that it will not seek such an award unless you are represented by an attorney or the arbitrator has determined that the claim is frivolous or brought for an improper purpose. (4) If the arbitrator issues you an award that is greater than the value of SilverRide’s last written settlement offer made after you participated in good faith in the optional Negotiation process described in subsection (k) below, then SilverRide will pay you the amount of the award or U.S. $1,000, whichever is greater.

f. Location and Manner of Arbitration. Unless you and SilverRide agree otherwise, any arbitration hearings between SilverRide and a Ride Organizer or Caregiver (except Enterprise Customers) will take place in the county of the Ride Organizer’s or Caregiver’s billing address, and any arbitration hearings between SilverRide and a Service Provider will take place in the county in which the Service Provider primarily provides Services. Unless you and SilverRide agree otherwise, any arbitration hearings between SilverRide and an Enterprise Customer will take place in Los Angeles, California. If JAMS arbitration is unavailable in your county, the arbitration hearings will take place in the nearest available location for a JAMS arbitration.

g. Exceptions to Arbitration. This Arbitration Agreement shall not require arbitration of the following types of claims: (i) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction; (ii) a representative action brought on behalf of others under PAGA or other private attorneys general acts, to the extent the representative PAGA Waiver in Section 16(c) of such action is deemed unenforceable by a court of competent jurisdiction under applicable law not preempted by the FAA; (iii) claims for workers’ compensation, state disability insurance and unemployment insurance benefits; and (iv) claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA.

Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board (“NLRB”), or Office of Federal Contract Compliance Programs, or similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration. However, should you bring an administrative claim, you may only seek or recover money damages of any type pursuant to this Arbitration Provision, and you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint, except for a complaint issued by the NLRB. Should you participate in an NLRB proceeding, you may only recover money damages if such recovery does not arise from or relate to a claim previously adjudicated under this Arbitration Provision or settled by you. Similarly, you may not recover money damages under this Arbitration Provision if you have already adjudicated such claim with the NLRB. Nothing in this Agreement or Arbitration Agreement prevents your participation in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision. Severability. Except as otherwise provided in the severability provisions in subsections (b) and (c) above, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

h. Optional Pre-Arbitration Negotiation Process. Before initiating any arbitration or proceeding, you and SilverRide may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by you and SilverRide. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.

17. Service Provider Supplemental Terms.

By choosing to use the SilverRide Platform to provide Services, you acknowledge, represent, warrant, and agree that:

a. You are an independent provider of transportation services and/or any other services provided to support Users. You choose whether and when to use the SilverRide Platform in order to advertise and connect with other Users who wish to arrange for your Services, and you unilaterally decide whether and when to provide Services to other Users of the Platform, and when you choose to provide those Services, you do so solely on behalf of yourself and your own independently established business, not on behalf of SilverRide. The relationship between you and SilverRide under these Terms is solely that of independent contracting parties. You and SilverRide expressly agree that (i) this is not an employment agreement and does not create an employment relationship between you and SilverRide, and (ii) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by these Terms. You have no authority to bind SilverRide, and you undertake not to hold yourself out as an employee, agent or authorized representative of SilverRide.

b. SilverRide does not, may not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of Services, your acts or omissions, or your operation and maintenance of your vehicle and independent transportation business. You retain the sole right to determine whether, when, where, and for how long you will utilize the SilverRide Platform, and you have sole authority to decide whether and when to work with competitors of SilverRide. You retain the unfettered option to accept, decline, or ignore a Ride Organizer’s request for Services via the SilverRide Platform, or to cancel an accepted request for Services via the SilverRide Platform, subject to SilverRide’s cancellation policies (as may be amended from time to time). You alone determine the rate for your Services when using the SilverRide Platform by deciding when and how often to accept ride requests and which ride requests to accept. If you choose to not follow the requirements of a specific Ride Organizer, which you are entitled to do on the Platform without input from SilverRide, it may result in you not being able to do work for that specific Ride Organizer. SilverRide plays no role in this scenario, as Ride Organizers may set conditions on their requests and you have total control over whether to accept or reject any such conditions.

c. With the exception of any signage required by law, permit/license rules or requirements required by law, or the third-party requirements of specific Ride Organizers to meet their unique requirements (which SilverRide has no control over and does not require you to accept), SilverRide does not require you to: (i) display SilverRide’s names, logos or colors on your vehicle(s); or, (ii) wear a uniform or any other clothing displaying SilverRide’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Services or not, and complete discretion to otherwise engage in other business or employment activities, including working with SilverRide’s competitors.

d. Consistent with legal requirements, you have a valid driver’s license and all other legally required licenses, certifications, permits, approvals and authority to provide independent transportation and support services to third parties in all jurisdictions in which you operate as a Service Provider using the SilverRide Platform. You must provide accurate copies of all required licenses, permits and other documentation necessary to establish your ability to operate as a Service Provider.

e. You have and can provide proof of valid liability insurance consistent with all applicable legal requirements that names or schedules you for the operation of the vehicle you use to provide Services. You have total control over which insurer you choose.

f. You own, or have the legal right to operate, the vehicle you use when providing Services, and such vehicle is in good operating condition and meets industry and all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind. Additionally, some Ride Organizers might have additional requirements for your vehicle that you will have to meet to be able to perform work for them, if you so choose. You have total control over which vehicle you use and whether to meet any third party demands from Ride Organizers.

g. You will provide Services using only the vehicle that has been reported to and approved by SilverRide. The parties agree that this requirement has no impact on how you provide transportation services, but instead relates to ensuring legal requirements concerning insurance, licensing, registration, and others are met. You agree to update your account to reflect any change to your vehicle information and provide all requisite information for vehicle approval in advance of using the vehicle to provide Services.

h. You will not attempt to defraud SilverRide, Users, or any other third party on the SilverRide Platform or in connection with your provision of Services. If we suspect that you have engaged in fraudulent activity we may deactivate your account and/or withhold applicable payments for the ride(s) in question.

i. You agree that we may obtain information about your background on a continuous and ongoing basis, including criminal history and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of these Terms, consistent with applicable law or regulations. You agree to immediately self-report any arrest, conviction, or driving infraction. The parties agree that these requirements relate to safety and legal compliance only and have no bearing on how you provide transportation services. In no event may SilverRide use such information to train you or demand how you provide transportation services.

j. By accepting a ride request, you are entering into an agreement with the Ride Organizer to transport the Service Recipient to a predetermined drop off location, which was chosen by a User, not SilverRide. If you choose to accept a request for Services, then you must transport a Service Recipient directly to the predetermined drop-off location selected by the Ride Organizer, using the information provided by the Ride Organizer. You may also be performing other support services, in addition to driving, on behalf of (service coordinator/ride organizer) which may also have specific performance requirements. If you accept a request for Services, then you are required to correctly report information about your work through the SilverRide Platform. Any inaccuracies may be corrected to ensure accurate payment and billing. (aka you do not update the end of a trip appropriately and the mileage is exaggerated).

k. You must be able to provide satisfactory verification of your identity to the Ride Organizer or Enterprise Customer as the Service Provider that was matched with the Service Recipient. Unless required by law, regulation, or ordinance, or as required by specific Ride Organizers, you are not required to wear a SilverRide t-shirt or other SilverRide-branded apparel, but such items are available to you as an option. You will not be reprimanded or rewarded based on how you decide whether to wear any SilverRide-branded apparel. Nothing in these Terms shall limit your right to display your own business name, logo or colors on your vehicle or your apparel if you so choose, unless a Ride Organizer specifically prohibits any other markings other than their own. In that case, although you can perform services on the SilverRide Platform, you may not be able to perform services for that specific Ride Organizer, though you have full control over whether to accept or reject such Service requests. You may not misrepresent to the public that you are using the SilverRide Platform to provide Services if you are not actually using the Platform at the time the Services are provided. SilverRide decals shall be destroyed or returned to SilverRide upon account deactivation and you shall cease all use of the SilverRide Marks.

l. You must be able to communicate with SilverRide, including its representatives and agents, and Ride Organizers and Service Recipients to whom you provide Services.

m. You must comply with all state and federal laws, local ordinances and regulations that apply to the operation of a motor vehicle in the jurisdiction in which you provide Services. Consistent with the law, you 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 you in the vehicle while providing Services, provide Services as a Service Provider while impaired (including under the influence of alcohol or drugs), engage in illegal use of a mobile device, or take action that harms or threatens the safety of the Service Recipient, SilverRide Users, community, or third-parties. More information regarding restricted activity can be found in the Zero Tolerance Policy here and the Community Guidelines here.

n. You acknowledge and agree to abide by any applicable impairment testing policies, which can be found here. By agreeing to the Terms, you further acknowledge that you have received, reviewed, and agree to SilverRide’s impairment testing policies, and voluntarily consent to the testing described therein.

o. You must have a current and working cell phone number on your account at all times, through which you can be reached while providing Services.

p. During a ride, you must not interfere with the operation of the Application, including disabling the collection of location-based information from your mobile device.

q. You are responsible for maintaining any business licenses or certifications required by law, ordinance, or regulation.

r. It is expected that reasonable accommodations will be made for you, and you will make reasonable accommodation for Service Recipients and/or for service animals, as required by law and our Service Animal Policy.

s. By using the Platform to provide Services, you consent to and hereby authorize SilverRide (directly or through a service provider) to collect, use, store, and share certain driving and other location-based data while the Application is open or being used as set forth in the Terms. In no event may SilverRide use such information to train you or dictate how you provide Services.

t. You will pay all applicable federal, state and local taxes, surcharges, and fees based on your provision of Services and any payments received by you.

18. Pricing and Payment Terms.

SilverRide does not pay Service Providers for Services that Service Providers choose to provide while using the SilverRide Platform. As a Ride Organizer, you understand that Service Providers provide Services directly to you and that your request or use of Service Provider Services may result in charges to you, including, but not limited to all applicable fees, tolls, surcharges, and taxes as set forth in the Pricing and Payment Terms and your market’s pricing page found here (collectively “Charges”). You expressly authorize SilverRide to charge the credit card or debit card associated with your account (“Payment Method”) for all applicable Charges or to allow SilverRide to invoice you for Services performed. SilverRide has the authority and reserves the right to determine and modify pricing by posting applicable pricing terms to your market’s pricing page or quoting you a price for a specific ride at the time you make a request. You are responsible for reviewing the applicable pricing terms prior to confirming the booking request, and shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges.

If you are a Service Provider, you will receive payments from Ride Organizers for your Services subject to the Pricing and Payment Terms. SilverRide will collect payments owed to you by Ride Organizers and other third parties as your limited collection agent and you agree that receipt of such payments by SilverRide satisfies the payer’s obligation to you. Service Providers shall be compensated at a minimum rate of 50% of the ride fare charged prior to deduction of the company client service fee. Rates can change depending upon the Ride Organizer. SilverRide reserves the right to adjust or withhold all or a portion of any Charges, including Ride Fees, or other payment owed to you, except tips, to satisfy any fees or other charges associated with your use of the SilverRide Platform. Tips are prohibited by some Ride Organizers and it is your sole decision whether to perform Services for these Ride Organizers.

19. Promotions.

From time to time, we may elect to run or otherwise make available promotional offers, deals and/or codes through the Platform. To the maximum extent permitted by law, we may establish and modify, in our sole discretion, the terms of any such offer and suspend or end any such offer at any point, with or without notice to you. We reserve the right, in our sole discretion, to reject or refuse to honor any special deal or promotional code you submit to, or otherwise attempt to redeem on, the Platform. Promotional codes are generally limited to one use per customer/User. In the event there is a conflict between the terms and conditions of a promotion and these Terms, these Terms shall prevail.

20. General.

Except as provided in Section 16, any enforcement of or dispute relating to these terms shall be governed by the laws of the State of California without regard to choice of law principles. This choice of law provision specifies the use of California law solely and strictly to interpret these Terms and is not intended to create any other substantive right to non-Californians to assert any types of claims under California law, whether by statute, common law, or otherwise. You agree that these Terms and all incorporated policies and agreements may be automatically assigned by SilverRide, in our sole discretion by providing notice to you. Except as explicitly stated otherwise, any notices to SilverRide shall be given by certified mail, postage prepaid and return receipt requested to SilverRide Inc. in California. Any notices to you shall be provided to you through the SilverRide Platform or given to you via the email address or physical address you provide to SilverRide when you create or update your account. 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. If any provision of these Terms is or becomes invalid or non-binding, the parties shall remain bound by all other provisions of these Terms. 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 these Terms. These Terms set forth the entire understanding and agreement between you and SilverRide with respect to the subject matter hereof and supersede all previous understandings and agreements between the parties, whether oral or written.

If you have any questions regarding the SilverRide Platform or Services, please contact our Customer Support Team through our help page, email at info@SilverRide.com, or by phone.