Terms of Service

These Terms of Service constitute a legally binding agreement (the “Agreement”) between you and NFINITE IT SOLUTIONS SERVICES, INC., its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “Powerdrive,” “we,” “us” or “our”) governing your use of the Powerdrive application (the “Powerdrive App”), website, and technology platform (collectively, the “Powerdrive Platform”).

PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND POWERDRIVE CAN BE BROUGHT ( SEE SECTION 17 BELOW ). THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST POWERDRIVE TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. AS A DRIVER OR DRIVER APPLICANT, YOU HAVE AN OPPORTUNITY TO OPT OUT OF ARBITRATION WITH RESPECT TO CERTAIN CLAIMS AS PROVIDED IN SECTION 17.

By entering into this Agreement, and/or by using or accessing the Powerdrive Platform you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions in Section 17) and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE POWERDRIVE PLATFORM OR ANY OF THE SERVICES PROVIDED THROUGH THE POWERDRIVE PLATFORM. If you use the Powerdrive Platform in another country, you agree to be subject to Powerdrive's terms of service for that country.

When using the Powerdrive Platform, you also agree to conduct yourself in accordance with our Community Guidelines , which shall form part of this Agreement between you and Powerdrive.

The Powerdrive Platform

The Powerdrive Platform provides a marketplace where, among other things, persons who seek transportation to certain destinations (“Riders”) can be matched with transportation options to such destinations. One option for Riders is to request a ride from rideshare drivers who are driving to or through those destinations (“Drivers”). Drivers and Riders are collectively referred to herein as “Users,” and the driving services provided by Drivers to Riders shall be referred to herein as “Rideshare Services.” As a User, you authorize Powerdrive to match you with Drivers or Riders based on factors such as your location, the requested pickup location, the estimated time to pick up, your destination, User preferences, driver mode, and platform efficiency, and to cancel an existing match and/or rematch you with a Driver or Rider based on the same considerations. Any decision by a User to offer or accept Rideshare Services is a decision made in such User’s sole discretion. Each Rideshare Service provided by a Driver to a Rider shall constitute a separate agreement between such persons.

In certain markets, Riders may have the option to rent bikes or scooters through the Powerdrive Platform to ride to their destination. In some markets these bikes and scooters are owned by Powerdrive. In other markets Powerdrive operates a bike-share or scooter-share program on behalf of third parties. In either case, your rental and use of bikes and scooters through the Powerdrive Platform is subject to additional agreements between you and Powerdrive and third parties as applicable to the particular market (“Supplemental Agreements”). Please review any applicable Supplemental Agreements carefully. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF A SUPPLEMENTAL AGREEMENT, YOU MAY NOT RENT OR USE THE BIKES OR SCOOTERS IN SUCH MARKET. In the event of any conflict between this Agreement and the terms and conditions of any Supplemental Agreement, the terms of this Agreement shall control.

Modification to the Agreement

Powerdrive reserves the right to modify the terms and conditions of this Agreement, and such modifications shall be binding on you only upon your acceptance of the modified Agreement. Powerdrive reserves the right to modify any information on pages referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Powerdrive Platform or Rideshare Services after any such changes shall constitute your consent to such changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable).

Eligibility

The Powerdrive Platform may only be used by individuals who have the right and authority to enter into this Agreement and are fully able and competent to satisfy the terms, conditions, and obligations herein. The Powerdrive Platform is not available to Users who have had their User account temporarily or permanently deactivated. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account. To use the Powerdrive Platform, each User shall create a User account. Each person may only create one User account, and Powerdrive reserves the right to deactivate any additional or duplicate accounts. Your participation in certain Powerdrive programs and use of certain Powerdrive products or services may be subject to additional eligibility requirements as determined by Powerdrive.

By becoming a User, you represent and warrant that you are at least 18 years old. Notwithstanding the foregoing, if you are the parent or legal guardian of a 16 or 17-year-old minor you may create a Powerdrive account for such minor to use the Powerdrive Platform subject to the following requirements and restrictions: (a) you ensure that the minor’s use of the Powerdrive Platform is limited solely to accessing and using bike-share or scooter-share services where expressly permitted under the Supplemental Agreement applicable to such services, (b) you determine that the bike-share and scooter-share services are suitable for the minor, (c) you ensure that the minor’s use of the Powerdrive Platform and applicable bike-share or scooter-share services is done in compliance and acknowledgement of all applicable safety instructions and warnings in this Agreement, any applicable Supplemental Agreements, and the Powerdrive App, (d) you ensure that the minor does not request or accept any Rideshare Services unless accompanied by you or an authorized guardian, (e) you explain the terms of this Agreement to the minor, and (f) you expressly guarantee the minor’s acceptance of the terms of this Agreement.

By creating a Powerdrive account for such minor, you hereby give permission and consent to the Agreement on the minor’s behalf, and you shall assume any and all responsibility and liability for the minor's use of the Powerdrive Platform as provided by the terms of this Agreement and any applicable Supplemental Agreements. You will be responsible for any breach of the above representations, warranties and/or this Agreement, and/or any attempt of the minor to disaffirm this Agreement. Furthermore, you hereby represent that you are fully authorized to execute this Agreement on behalf of yourself and all other parents or legal guardians of the minor rider.

Charges

As a Rider, you understand that request or use of Rideshare Services may result in charges to you (“Charges”). Charges related to bikes and scooters are addressed in the applicable Supplemental Agreement. Charges for Rideshare Services include Fares and other applicable fees, tolls, surcharges, and taxes as set forth on your market’s Powerdrive Cities page ( www.powerdrive.ph/cities ), plus any tips to the Driver that you elect to pay. Powerdrive has the authority and reserves the right to determine and modify pricing by posting applicable pricing terms to your market’s Powerdrive Cities page or quoting you a price for a specific ride at the time you make a request. Pricing may vary based on the type of service you request (e.g., shared, economy, extra seats, luxury) as described on your market’s Powerdrive Cities page. You are responsible for reviewing the applicable Powerdrive Cities page or price quote within the Powerdrive App and shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof.

Fares. There are two types of Fares, variable and quoted.

Variable Fares . Variable fares consist of a base charge and incremental charges based on the duration and distance of your ride. For particularly short rides, minimum fares may apply. Please note that we use GPS data from your Driver’s phone to calculate the distance traveled on your ride. We cannot guarantee the availability or accuracy of GPS data. If we lose signal, we will calculate time and distance using available data from your ride.
Quoted Fares . In some cases, Powerdrive may quote you a Fare at the time of your request. The quote is subject to change until the ride request is confirmed. If during your ride you change your destination, make multiple stops, or attempt to abuse the Powerdrive Platform, we may cancel the fare quote and charge you a variable fare based on the time and distance of your ride. Powerdrive does not guarantee that the quoted fare price will be equal to a variable fare for the same ride. Quoted Fares may include the Fees and Other Charges below, as applicable.

Fees and Other Charges.

Service Fee . You may be charged a “Service Fee” for each ride as set forth on the applicable Powerdrive Cities page.
Prime Time . At certain times, including times of high demand for Rideshare Services (“Prime Time”), you acknowledge that Charges may increase substantially. For all rides with a variable fare, we will use reasonable efforts to inform you of any Prime Time increases in effect at the time of your request. For Quoted Fares we may factor in the Prime Time increases into the quoted price of the ride.
Cancellation Fee . After requesting a ride, you may cancel it through the Powerdrive App, but note that in certain cases a cancellation fee may apply. You may also be charged if you fail to show up after requesting a ride. Please check out our Help Center to learn more about Powerdrive’s cancellation policy , including applicable fees.
Damage Fee . If a Driver reports that you have materially damaged the Driver's vehicle, you agree to pay a “Damage Fee” of up to $250 depending on the extent of the damage (as determined by Powerdrive in its sole discretion), towards vehicle repair or cleaning. Powerdrive reserves the right (but is not obligated) to verify or otherwise require documentation of damages prior to processing the Damage Fee.
Tolls . In some instances, tolls (or return tolls) may apply to your ride. Please see our Help Center and your market’s Powerdrive Cities page for more information about toll charges and a list of applicable tolls and return charges . We do not guarantee that the amount charged by Powerdrive will match the toll charged to the Driver, if any.
Other Charges . Other fees and surcharges may apply to your ride, including: actual or anticipated airport fees, state or local fees, or event fees as determined by Powerdrive or its marketing partners. In addition, where required by law Powerdrive will collect applicable taxes. See your market’s Powerdrive Cities page for details on other Charges that may apply to your ride.
Tips . Following a ride, you may elect to tip your Driver in cash or through the Powerdrive Platform. You may also elect to set a default tip amount or percentage through the Powerdrive App. Any tips will be provided entirely to the applicable Driver.

General.

Facilitation of Charges . All Charges are facilitated through a third-party payment processor (e.g., GCash, PayPal., or PayMaya). Powerdrive may replace its third-party payment processor without notice to you. Charges shall only be made through the Powerdrive Platform. With the exception of tips, cash payments are strictly prohibited. Your payment of Charges to Powerdrive satisfies your payment obligation for your use of the Powerdrive Platform and Rideshare Services. Certain Charges may be collectively billed as a single purchase transaction to your selected payment method based on the payment frequency indicated in your settings. If you don't recognize a transaction, then check your ride receipts and payment history.
No Refunds . All Charges are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Powerdrive Platform, any disruption to the Powerdrive Platform or Rideshare Services, or any other reason whatsoever.
Coupons . You may receive coupons that you can apply toward payment of certain Charges upon completion of a Ride. Coupons are only valid for use on the Powerdrive Platform, and are not transferable or redeemable for cash except as required by law. Coupons cannot be combined unless expressly provided otherwise, and if the cost of your ride exceeds the applicable credit or discount value we will charge your payment method on file for the outstanding cost of the Ride. For quoted or variable fares, Powerdrive may deduct the amount attributable to the Service Fee, Tolls, or Other Charges before application of the coupon. Additional restrictions on coupons may apply as communicated to you in a relevant promotion or by clicking on the relevant coupon within the Promotions section of the Powerdrive App.
Credit Card Authorization . Upon addition of a new payment method or each ride request, Powerdrive may seek authorization of your selected payment method to verify the payment method, ensure the ride cost will be covered, and protect against unauthorized behavior. The authorization is not a charge; however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or prepaid card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank. Check out our Help Center to learn more about our use of pre-authorization holds .

Payments

If you are a Driver, you will receive payment for your provision of Rideshare Services pursuant to the terms of the Driver Addendum , which shall form part of this Agreement between you and Powerdrive.

Powerdrive Communications

By entering into this Agreement or using the Powerdrive Platform, you agree to receive communications from us or communications related to the Powerdrive Platform at any of the phone numbers provided to Powerdrive by you or on your behalf, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Powerdrive, its affiliated companies and/or Drivers, may include but are not limited to: operational communications concerning your User account or use of the Powerdrive Platform or Rideshare Services, use of bikes and scooters through the Powerdrive Platform, updates concerning new and existing features on the Powerdrive Platform, communications concerning marketing or promotions run by us or our third-party partners, and news concerning Powerdrive and industry developments. If you change or deactivate the phone number you provided to Powerdrive, you agree to update your account information to help prevent us from inadvertently communicating with anyone who acquires your old number. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

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 TEXT “END” TO 46080 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 POWERDRIVE PLATFORM OR RELATED SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM POWERDRIVE (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOPALL” TO 46080 FROM THE MOBILE DEVICE RECEIVING THE MESSAGES, HOWEVER YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE POWERDRIVE PLATFORM OR RELATED SERVICES.

Your Information

Your Information is any information you provide, publish or post to or through the Powerdrive Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any Powerdrive-related Facebook, Twitter or other social media posting) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the Powerdrive Platform and participate in the Rideshare Services. Our collection and use of personal information in connection with the Powerdrive Platform and Rideshare Services is as provided in Powerdrive’s Privacy Policy located at www.powerdrive.ph/privacy . You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable Powerdrive to use your Information for the purposes described in the Privacy Policy and this Agreement, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. Powerdrive does not assert any ownership over your Information; rather, as between you and Powerdrive, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.

Promotions, Referrals, and Loyalty Programs

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

Currently, Powerdrive’s referral program provides you with incentives to refer your friends and family to become new Users of the Powerdrive Platform in your country (the “Referral Program”). Your participation in the Referral Program is subject to this Agreement and the additional Referral Program rules .

Restricted Activities

With respect to your use of the Powerdrive Platform and your participation in the Rideshare Services, you agree that you will not:

impersonate any person or entity;
stalk, threaten, or otherwise harass any person, or carry any weapons;
violate any law, statute, rule, permit, ordinance or regulation;
interfere with or disrupt the Powerdrive Platform or the servers or networks connected to the Powerdrive Platform;
post Information or interact on the Powerdrive Platform or Rideshare Services in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
use the Powerdrive Platform in any way that infringes any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of the Powerdrive Platform or any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Powerdrive Platform;
“frame” or “mirror” any part of the Powerdrive Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose;
modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Powerdrive Platform;
rent, lease, lend, sell, redistribute, license or sublicense the Powerdrive Platform or access to any portion of the Powerdrive Platform;
use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Powerdrive Platform or its contents;
link directly or indirectly to any other web sites;
transfer or sell your User account, password and/or identification, or any other User's Information to any other party;
discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity or expression, physical or mental disability, medical condition, marital status, age or sexual orientation;
violate any of the Referral Program rules if you participate in the Referral Program; or
cause any third party to engage in the restricted activities above.

Driver Representations, Warranties and Agreements

By providing Rideshare Services as a Driver on the Powerdrive Platform, you represent, warrant, and agree that:

You possess a valid driver’s license and are authorized and medically fit to operate a motor vehicle and have all appropriate licenses, approvals and authority to provide transportation to Riders in all jurisdictions in which you provide Rideshare Services.
You own, or have the legal right to operate, the vehicle you use when providing Rideshare Services; such vehicle is in good operating condition and meets the industry safety standards and all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind; and any and all applicable safety recalls have been remedied per manufacturer instructions.
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 Rideshare Services, provide Services as a Driver while under the influence of alcohol or drugs, or take action that harms or threatens to harm the safety of the Powerdrive community or third parties.
You will only provide Rideshare Services using the vehicle that has been reported to, and approved by Powerdrive, and for which a photograph has been provided to Powerdrive, and you will not transport more passengers than can securely be seated in such vehicle (and no more than seven (7) passengers in any instance).
You will not, while providing the Rideshare Services, operate as a public or common carrier or taxi service, accept street hails, charge for rides (except as expressly provided in this Agreement), demand that a rider pay in cash, or use a credit card reader, such as a Square Reader, to accept payment or engage in any other activity in a manner that is inconsistent with your obligations under this Agreement.
You will not attempt to defraud Powerdrive or Riders on the Powerdrive Platform or in connection with your provision of Rideshare Services. If we suspect that you have engaged in fraudulent activity, we may withhold applicable Fares or other payments for the ride(s) in question and take any other action against you available under the law.
You will not discriminate against Riders with disabilities and agree to review Powerdrive’s Anti-Discrimination Policies . You will make reasonable accommodation as required by law and our Service Animal Policy and Wheelchair Policy for Riders who travel with their service animals or who use wheelchairs (or other mobility devices) that can be folded for safe and secure storage in the car’s trunk or backseat.
You agree that we may obtain information about you, including your criminal and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement.
You have a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements) that names or schedules you for the operation of the vehicle you use to provide Rideshare Services.
You will pay all applicable federal, state and local taxes based on your provision of Rideshare Services and any payments received by you.

Intellectual Property

All intellectual property rights in the Powerdrive Platform shall be owned by Powerdrive absolutely and in their entirety. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Powerdrive Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Powerdrive. Powerdrive shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

POWERDRIVE and other Powerdrive logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Powerdrive in the United States and/or other countries (collectively, the “Powerdrive Marks”). If you provide Rideshare Services as a Driver, Powerdrive grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the Powerdrive Marks solely on the Powerdrive stickers/decals, Powerdrive Amp, and any other Powerdrive-branded items provided by Powerdrive directly to you in connection with providing the Rideshare Services (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without Powerdrive’s prior written permission, which it may withhold in its sole discretion. The Powerdrive logo (or any Powerdrive Marks) may not be used in any manner that is likely to cause confusion, including but not limited to: use of a Powerdrive Mark in a domain name or Powerdrive referral code, or use of a Powerdrive Mark as a social media handle or name, avatar, profile photo, icon, favicon, or banner. You may identify yourself as a Driver on the Powerdrive Platform, but may not misidentify yourself as Powerdrive, an employee of Powerdrive, or a representative of Powerdrive.

You acknowledge that Powerdrive is the owner and licensor of the Powerdrive Marks, including all goodwill associated therewith, and that your use of the Powerdrive logo (or any Powerdrive Marks) will confer no interest in or ownership of the Powerdrive Marks in you but rather inures to the benefit of Powerdrive. You agree to use the Powerdrive logo strictly in accordance with Powerdrive’s Brand Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that Powerdrive determines to nonconforming or otherwise unacceptable.

You agree that you will not: (1) create any materials that use the Powerdrive Marks or any derivatives of the Powerdrive Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by Powerdrive in writing; (2) use the Powerdrive Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Powerdrive Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Powerdrive’s rights as owner of the Powerdrive Marks or the legality and/or enforceability of the Powerdrive Marks, including, challenging or opposing Powerdrive’s ownership in the Powerdrive Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Powerdrive Marks, any derivative of the Powerdrive Marks, any combination of the Powerdrive Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Powerdrive Marks; (5) use the Powerdrive Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.

You agree you will not rent, lease, lend, sell, or otherwise redistribute the Powerdrive driver amp, or manufacture, produce, print, sell, distribute, purchase, or display counterfeit/inauthentic Powerdrive driver amps or other Powerdrive Marks or (including but not limited to signage, stickers, apparel, or decals) from any source other than directly from Powerdrive.

Violation of any provision of this License may result in immediate termination of the License, in Powerdrive’s sole discretion, a takedown request sent to the appropriate ISP, or social media platform, and/or a Uniform Domain-Name Dispute-Resolution Policy Proceeding (or equivalent proceeding). If you create any materials (physical or digital) bearing the Powerdrive Marks (in violation of this Agreement or otherwise), you agree that upon their creation Powerdrive exclusively owns all right, title and interest in and to such materials, including any modifications to the Powerdrive Marks or derivative works based on the Powerdrive Marks or Powerdrive copyrights. You further agree to assign any interest or right you may have in such materials to Powerdrive, and to provide information and execute any documents as reasonably requested by Powerdrive to enable Powerdrive to formalize such assignment.

Powerdrive respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials on the Powerdrive Platform infringe upon your copyrights, please view our Copyright Policy for information on how to make a copyright complaint.

Disclaimers

The following disclaimers are made on behalf of Powerdrive, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.

Powerdrive does not provide transportation services, and Powerdrive is not a transportation carrier. Powerdrive is not a common carrier or public carrier. It is up to the Driver to decide whether or not to offer a ride to a Rider contacted through the Powerdrive Platform, and it is up to the Rider to decide whether or not to accept a ride from any Driver contacted through the Powerdrive Platform. We cannot ensure that a Driver or Rider will complete an arranged transportation service. We have no control over the quality or safety of the transportation that occurs as a result of the Rideshare Services.

The Powerdrive Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the Powerdrive Platform and/or the Rideshare Services, including the ability to provide or receive Rideshare Services at any given location or time. Powerdrive reserves the right, for example, to limit or eliminate access to the Powerdrive Platform for Rideshare Services in specific geographic areas and/or at specific times based on commercial viability, public health concerns, or changes in law. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

We do not warrant that your use of the Powerdrive Platform or Rideshare Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the Powerdrive Platform will be corrected, or that the Powerdrive Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Powerdrive Platform or Rideshare Services.

We cannot guarantee that each Rider or Driver is who he or she claims to be. Please use common sense when using the Powerdrive Platform and Rideshare Services, including looking at the photos of the Driver or Rider you have matched with to make sure it is the same individual you see in person. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the Powerdrive Platform by persons under the age of 18 in violation of this Agreement. We encourage you to communicate directly with each potential Driver or Rider prior to engaging in an arranged transportation service.

Powerdrive is not responsible for the conduct, whether online or offline, of any User of the Powerdrive Platform or Rideshare Services. You are solely responsible for your interactions with other Users. We do not procure insurance for, nor are we responsible for, personal belongings left in the car by Drivers or Riders. By using the Powerdrive Platform and participating in the Rideshare Services, you agree to accept such risks and agree that Powerdrive is not responsible for the acts or omissions of Users on the Powerdrive Platform or participating in the Rideshare Services.

You are responsible for the use of your User account and Powerdrive expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.

It is possible for others to obtain information about you that you provide, publish or post to or through the Powerdrive Platform (including any profile information you provide), send to other Users, or share during the Rideshare Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the Powerdrive Platform or through the Rideshare Services. Please carefully select the type of information that you post on the Powerdrive Platform or through the Rideshare Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).

Opinions, advice, statements, offers, or other information or content concerning Powerdrive or made available through the Powerdrive Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Powerdrive Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Powerdrive Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.

Location data provided by the Powerdrive Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Powerdrive, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Powerdrive Platform. Any of your Information, including geolocational data, you upload, provide, or post on the Powerdrive Platform may be accessible to Powerdrive and certain Users of the Powerdrive Platform.

Powerdrive advises you to use the Powerdrive Platform with a data plan with unlimited or very high data usage limits, and Powerdrive shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Powerdrive Platform.

This paragraph applies to any version of the Powerdrive Platform that you acquire from the Apple App Store. This Agreement is entered into between you and Powerdrive. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the Powerdrive Platform. Powerdrive, not Apple, is solely responsible for the Powerdrive Platform and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof. This Agreement incorporates by reference Apple’s Licensed Application End User License Agreement , for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.

As a Driver, you may be able to use "Powerdrive Nav built by Google" while providing Rideshare Services on the Platform. Riders and Drivers may also use Google Maps while using the Powerdrive App. In either case, you agree that Google may collect your location data when the Powerdrive App is running in order to provide and improve Google's services, that such data may also be shared with Powerdrive in order to improve its operations, and that Google's terms and privacy policy will apply to this usage.

Powerdrive shall not be in breach of this Agreement nor liable for failure or delay in performing obligations under this Agreement if such failure or delay results from events, circumstances or causes beyond its reasonable control including (without limitation) natural disasters or acts of God; acts of terrorism; labor disputes or stoppages; war; government action; epidemic or pandemic; chemical or biological contamination; strikes, riots, or acts of domestic or international terrorism; quarantines; national or regional emergencies; or any other cause, whether similar in kind to the foregoing or otherwise, beyond the party’s reasonable control. All service dates under this Agreement affected by force majeure shall be tolled for the duration of such force majeure. The parties hereby agree, when feasible, not to cancel but reschedule the pertinent obligations as soon as practicable after the force majeure condition ceases to exist.

State and Local Disclosures

Certain jurisdictions require additional disclosures to you. You can view any disclosures required by your local jurisdiction at www.powerdrive.ph/terms/disclosures . We will update the disclosures page as jurisdictions add, remove or amend these required disclosures, so please check in regularly for updates.

Indemnity

You will defend, indemnify, and hold Powerdrive including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Powerdrive Platform and participation in the Rideshare Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, Drivers, Riders, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Powerdrive Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of a motor vehicle or passenger vehicle, including your provision of Rideshare Services as a Driver; and/or (5) any other activities in connection with the Rideshare Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

Limitation of Liability

IN NO EVENT WILL POWERDRIVE, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “POWERDRIVE” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE POWERDRIVE PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE POWERDRIVE PLATFORM, RIDESHARE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE POWERDRIVE PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, GOODS, OR OTHER SERVICES WITH THIRD-PARTY PROVIDERS, BUT YOU AGREE THAT POWERDRIVE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS OR OTHER SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN IN THIS AGREEMENT. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Term and Termination

This Agreement is effective upon your acceptance of this Agreement. This Agreement may be terminated: a) by User, without cause, upon seven (7) days’ prior written notice to Powerdrive; or b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement, including but not limited to any breach of Section 9 or breach of Section 10(a) through (i) of this Agreement. In addition, Powerdrive may terminate this Agreement or deactivate your User account immediately in the event: (1) you no longer qualify to provide Rideshare Services or to operate the approved vehicle under applicable law, rule, permit, ordinance or regulation; (2) you fall below Powerdrive’s star rating or cancellation threshold; (3) Powerdrive has the good faith belief that such action is necessary to protect the safety of the Powerdrive community or third parties, provided that in the event of a deactivation pursuant to (1)-(3) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Powerdrive’s reasonable satisfaction prior to Powerdrive permanently terminating the Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to Powerdrive’s satisfaction, this Agreement will not be permanently terminated. Sections 2, 6, 7 (with respect to the license), 11-12, 14-19, and 21 shall survive any termination or expiration of this Agreement.

DISPUTE RESOLUTION AND ARBITRATION AGREEMENT

(a) Agreement to Binding Arbitration Between You and Powerdrive.

YOU AND POWERDRIVE MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (“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. 10, § 5701 et seq., without regard to choose of law principles. This Arbitration Agreement survives after the Agreement terminates or your relationship with Powerdrive ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and Powerdrive, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders. This Arbitration Agreement also applies to claims between you and Powerdrive’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 POWERDRIVE. 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: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the Powerdrive Platform, the Rideshare Services, rental or use of bikes or scooters through the Powerdrive Platform, Powerdrive promotions, gift card, referrals or loyalty programs, any other goods or services made available through the Powerdrive Platform, your relationship with Powerdrive, the threatened or actual suspension, deactivation or termination of your User Account or this Agreement, background checks performed by or on Powerdrive’s behalf, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by Powerdrive, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, 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 of 1974 (except for individual claims for employee benefits under any benefit plan sponsored by Powerdrive 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 POWERDRIVE ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY 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 YOU AND POWERDRIVE MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND POWERDRIVE 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 (B) SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST POWERDRIVE, WHICH ARE ADDRESSED SEPARATELY IN SECTION 17(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 this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of the Class Action Waiver may be resolved only by a court and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable with respect to any Claim 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 and may be brought in a court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims or remedies to the fullest extent possible.

Notwithstanding any other provision of this Agreement or the Arbitration Agreement, to the fullest extent permitted by law: (1) you and Powerdrive 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 (2) for any claim brought on a private attorney general basis, including under the California PAGA, both you and Powerdrive 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 this Agreement, the Arbitration Agreement or the AAA 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: (i) the unenforceable provision shall be severed from this Agreement; (ii) 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 (iii) 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 American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. Copies of these rules can be obtained at the AAA’s website (www.adr.org) (the “AAA Rules”). 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 AAA 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.

As part of the arbitration, both you and Powerdrive 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 law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Riders or Drivers, but is bound by rulings in prior arbitrations involving the same Rider or Driver 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 AAA Rules subject to the following modifications:

If Powerdrive initiates arbitration under this Arbitration Agreement, Powerdrive will pay all AAA filing and arbitration fees.
With respect to any Claims brought by Powerdrive against a Driver, or for Claims brought by a Driver against Powerdrive that: (A) are based on an alleged employment relationship between Powerdrive and a Driver; (B) arise out of, or relate to, Powerdrive’s actual deactivation of a Driver’s User account or a threat by Powerdrive to deactivate a Driver’s User account; (C) arise out of, or relate to, Powerdrive’s actual termination of a Driver’s Agreement with Powerdrive under the termination provisions of this Agreement, or a threat by Powerdrive to terminate a Driver’s Agreement; (D) arise out of, or relate to, Fares (as defined in this Agreement, including Powerdrive’s commission or fees on the Fares), tips, or average hourly guarantees owed by Powerdrive to Drivers for Rideshare Services, other than disputes relating to referral bonuses, other Powerdrive 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 Driver (the subset of Claims in subsections (A)-(E) shall be collectively referred to as “Driver Claims”), Powerdrive shall pay all costs unique to arbitration (as compared to the costs of adjudicating the same claims before a court), including the regular and customary arbitration fees and expenses (to the extent not paid by Powerdrive pursuant to the fee provisions above). However, if you are the party initiating the Driver 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 Rideshare Services to Riders, unless a lower fee amount would be owed by you pursuant to the AAA 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 17(e)(2), the term “Driver” shall be deemed to include both Drivers and Driver applicants who have not been approved to drive.
Except as provided in Federal Rule of Civil Procedure 68 or any 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.).
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.
Although under some laws Powerdrive may have a right to an award of attorneys' fees and non-filing fee expenses if it prevails in an arbitration, Powerdrive 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 (as measured by the standards of Federal Rule of Civil Procedure 11(b)).
If the arbitrator issues you an award that is greater than the value of Powerdrive’s last written settlement offer made after you participated in good faith in the optional Negotiation process described in subsection (k) below, then Powerdrive 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 Powerdrive agree otherwise, any arbitration hearings between Powerdrive and a Rider will take place in the county of your billing address, and any arbitration hearings between Powerdrive and a Driver will take place in the county in which the Driver provides Rideshare Services. If AAA arbitration is unavailable in your county, the arbitration hearings will take place in the nearest available location for a AAA arbitration. Your right to a hearing will be determined by the AAA Rules.

(g) Exceptions to Arbitration.

This Arbitration Agreement shall not require arbitration of the following types of claims: (1) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction; (2) 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 17(c) of such action is deemed unenforceable by a court of competent jurisdiction under applicable law not preempted by the FAA; (3) claims for workers’ compensation, state disability insurance and unemployment insurance benefits; (4) claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA; and (5) individual claims of sexual assault or sexual harassment in connection with the use of the Powerdrive Platform or Rideshare Services. Where these claims are brought in a court of competent jurisdiction, Powerdrive will not require arbitration of those claims. Powerdrive's agreement not to require arbitration of these claims does not waive the enforceability of any other provision of this Arbitration Agreement (including without limitation the waivers provided in Section 17(b)), or of the enforceability of this Arbitration Agreement as to any other dispute, claim, or controversy.

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.

(h) 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.

(i) Driver Claims in Pending Settlement.

If you are a member of a putative class in a lawsuit against Powerdrive involving Driver Claims and a Motion for Preliminary Approval of a Settlement has been filed with the court in that lawsuit prior to this Agreement’s effective date (a “Pending Settlement Action”), then this Arbitration Agreement shall not apply to your Driver Claims in that particular class action. Instead, your Driver Claims in that Pending Settlement Action shall continue to be governed by the arbitration provisions contained in the applicable Agreement that you accepted prior to this Agreement’s effective date.

(j) Opting Out of Arbitration for Driver Claims That Are Not In a Pending Settlement Action.

As a Driver or Driver applicant, you may opt out of the requirement to arbitrate Driver Claims defined in Section 17(e)(2) (except as limited by Section 17(i) above) pursuant to the terms of this subsection if you have not previously agreed to an arbitration provision in Powerdrive’s Terms of Service where you had the opportunity to opt out of the requirement to arbitrate. If you have previously agreed to such an arbitration provision, you may opt out of any revisions to your prior arbitration agreement made by this provision in the manner specified below, but opting out of this arbitration provision has no effect on any previous, other, or future arbitration agreements that you may have with Powerdrive. If you have not previously agreed to such an arbitration provision and do not wish to be subject to this Arbitration Agreement with respect to Driver Claims, you may opt out of arbitration with respect to such Driver Claims, other than those in a Pending Settlement Action, by notifying Powerdrive in writing of your desire to opt out of arbitration for such Driver Claims, which writing must be dated, signed and delivered by electronic mail to arbitrationoptout@Powerdrive.com.

In order to be effective, (A) the writing must clearly indicate your intent to opt out of this Arbitration Agreement with respect to Driver Claims that are not part of a Pending Settlement Action, (B) the writing must include the name, phone number, and email address associated with your User Account, and (C) the email containing the signed writing must be sent within 30 days of the date this Agreement is executed by you. Should you not opt out within the 30-day period, you and Powerdrive shall be bound by the terms of this Arbitration Agreement in full (including with respect to Driver Claims that are not part of a Pending Settlement Action). As provided in paragraph 17(i) above, any opt out that you submit shall not apply to any Driver Claims that are part of a Pending Settlement Action and your Driver Claims in any such Pending Settlement Action shall continue to be governed by the arbitration provisions that are contained in the applicable Powerdrive Terms of Use that you agreed to prior to the effective date of this Agreement.

Cases have been filed against Powerdrive and may be filed in the future involving Driver Claims. You should assume that there are now, and may be in the future, lawsuits against Powerdrive alleging class, collective, and/or representative Driver Claims in which the plaintiffs seek to act on your behalf, and which, if successful, could result in some monetary recovery to you. But if you do agree to arbitration of Driver Claims with Powerdrive under this Arbitration Agreement, you are agreeing in advance that you will bring all such claims, and seek all monetary and other relief, against Powerdrive in an individual arbitration, except for the Driver Claims that are part of a Pending Settlement Action. You are also agreeing in advance that you will not participate in, or seek to recover monetary or other relief, for such claims in any court action or class, collective, and/or representative action. You have the right to consult with counsel of your choice concerning this Arbitration Agreement and you will not be subject to retaliation if you exercise your right to assert claims or opt-out of any Driver Claims under this Arbitration Agreement.

(k) Optional Pre-Arbitration Negotiation Process.

Before initiating any arbitration or proceeding, you and Powerdrive 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 Powerdrive. 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.

Confidentiality

You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Powerdrive’s business, operations and properties, information about a User made available to you in connection with such User’s use of the Platform, which may include the User’s name, pick-up location, contact information and photo (“Confidential Information”) disclosed to you by Powerdrive for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties, and you agree not to store separate and outside of the Powerdrive Platform any User Information obtained from the Powerdrive Platform. As a Driver, you understand that some of Rider Information you receive may be protected by federal and/or state confidentiality laws, such as the Health Information Portability and Accountability Act of 1996 (“HIPAA”), governing the privacy and security of protected (patient) health information. In the event that you know a Rider, you should not disclose to anyone the identity of the Rider or the location that you picked up, or dropped off the Rider, as this could violate HIPAA. You understand that any violation of the Agreement’s confidentiality provisions may violate HIPAA or state confidentiality laws and could result in civil or criminal penalties against you. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Powerdrive in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Powerdrive with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Powerdrive or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Powerdrive; becomes known to you, without restriction, from a source other than Powerdrive without breach of this Agreement by you and otherwise not in violation of Powerdrive’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to Powerdrive to enable Powerdrive to seek a protective order or otherwise prevent or restrict such disclosure.

Relationship with Powerdrive

As a Driver on the Powerdrive Platform, you acknowledge and agree that you and Powerdrive are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Powerdrive expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Powerdrive; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Powerdrive, and you undertake not to hold yourself out as an employee, agent or authorized representative of Powerdrive.

Powerdrive does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Rideshare Services, your acts or omissions, or your operation and maintenance of your vehicle. You retain the sole right to determine when, where, and for how long you will utilize the Powerdrive Platform. Powerdrive does not, and shall not be deemed to, unilaterally prescribe specific dates, times of day, or any minimum number of hours for you to utilize the Powerdrive Platform. You retain the option to accept or to decline or ignore a Rider’s request for Rideshare Services via the Powerdrive Platform, or to cancel an accepted request for Rideshare Services via the Powerdrive Platform, subject to Powerdrive’s then-current cancellation policies. Powerdrive does not, and shall not be deemed to, require you to accept any specific request for Rideshare Services as a condition of maintaining access to the platform. With the exception of any signage required by law or permit/license rules or requirements, Powerdrive shall have no right to require you to: (a) display Powerdrive’s names, logos or colors on your vehicle(s); or (b) wear a uniform or any other clothing displaying Powerdrive’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Rideshare Services or otherwise engage in any other business or employment activities, including but not limited to providing services similar to the Rideshare Services to other companies, and that Powerdrive does not, and shall not be deemed to, restrict you from engaging in any such activity.

Other Services

In addition to connecting Riders with Drivers, the Powerdrive Platform may enable Users to provide or receive services from other third parties. For example, Users may be able to use the Powerdrive Platform to plan and reserve rides on public transportation, take a ride in an autonomous vehicle provided by a third party, rent vehicles, or obtain financial services provided by third parties (collectively, the “Other Services”). You understand that the Other Services are subject to the terms and pricing of the third-party provider. If you choose to purchase Other Services through the Powerdrive Platform, you authorize Powerdrive to charge your payment method on file according to the pricing terms set by the third-party provider. You agree that Powerdrive is not responsible and may not be held liable for the Other Services or the actions or omissions of the third-party provider. Such Other Services may not be investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Other Services accessed through the Powerdrive Platform. This Agreement incorporates by reference ADT Mobile Security Monitoring Terms . In the event of a conflict in the terms of the ADT Mobile Security Monitoring Terms and this Agreement, the terms of this Agreement shall control with respect to Powerdrive and your agreements with Powerdrive herein, and the limitations of liability set forth in Section 15 above shall also apply to ADT. The Dispute Resolution and Arbitration Agreement provisions in Section 17 above shall apply instead of any terms in the ADT Mobile Security Monitoring Terms for all purposes except with respect to claims that are solely against ADT.

General

Except as provided in Section 17, this Agreement shall be governed by the laws of the State of California without regard to choose of law principles. This choice of law provision is only intended to specify the use of California law to interpret this Agreement and is not intended to create any other substantive right to non- Californians to assert claims under California law whether by statute, common law, or otherwise. If any provision of this Agreement is or becomes invalid or non- binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Powerdrive, in our sole discretion by providing notice to you. Except as explicitly stated otherwise, any notices to Powerdrive shall be given by certified mail, postage prepaid and return receipt requested to Powerdrive, Inc., 548 Market Street, #68514 San Francisco, CA 94104. Any notices to you shall be provided to you through the Powerdrive Platform or given to you via the email address or physical you provide to Powerdrive during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Powerdrive with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.

If you have any questions regarding the Powerdrive Platform or Rideshare Services, please contact us through our Help Center .

Powerdrive Privacy Policy

Last Updated: June 30, 2021

At Powerdrive our mission is to improve people’s lives with the world’s best transportation, providing a platform to help you get from point A to point B. To do that, we need to collect, use, and share some of your personal information. This Privacy Policy is meant to help you understand how Powerdrive does that and how to exercise the choices and rights you have in your information.

Powerdrive’s privacy homepage provides additional information about our commitment to respecting your personal information, including ways for you to access and delete that information.

The Scope of This Policy

This policy applies to all Powerdrive users, including Riders and Drivers (including Driver applicants), and to all Powerdrive platforms and services, including our apps, websites, features, and other services (collectively, the “Powerdrive Platform”). Please remember that your use of the Powerdrive Platform is also subject to our Terms of Service .

The Information We Collect

When you use the Powerdrive Platform, we collect the information you provide, usage information, and information about your device. We also collect information about you from other sources like third-party services, and optional programs in which you participate, which we may combine with other information we have about you. Here are the types of information we collect about you:

A. Information You Provide to Us

Account Registration. When you create an account with Powerdrive, we collect the information you provide us, such as your name, email address, phone number, birth date, and payment information. You may choose to share additional info with us for your Rider profile, like your photo or saved addresses (e.g., home or work), and set up other preferences (such as your preferred pronouns).

Driver Information. If you apply to be a Driver, we will collect the information you provide in your application, including your name, email address, phone number, birth date, profile photo, physical address, government identification number (such as social security number), driver’s license information, vehicle information, and car insurance information. We collect the payment information you provide us, including your bank routing numbers, and tax information. Depending on where you want to drive, we may also ask for additional business license or permit information or other information to manage driving and programs relevant to that location. We may need additional information from you at some point after you become a Driver, including information to confirm your identity (like a photo).

Ratings and Feedback. When you rate and provide feedback about Riders or Drivers, we collect all of the information you provide in your feedback.

Communications. When you contact us or we contact you, we collect any information that you provide, including the contents of the messages or attachments you send us.

B. Information We Collect When You Use the Powerdrive Platform

Location Information. Great rides start with an easy and accurate pickup. The Powerdrive Platform collects location information (including GPS and Wi-Fi data) differently depending on your Powerdrive app settings and device permissions as well as whether you are using the platform as a Rider or Driver:

Riders: We collect your device’s precise location when you open and use the Powerdrive app, including while the app is running in the background from the time you request a ride until it ends. Powerdrive also tracks the precise location of scooters and e-bikes at all times.
Drivers: We collect your device’s precise location when you open and use the app, including while the app is running in the background when it is in driver mode. We also collect precise location for a limited time after you exit driver mode in order to detect ride incidents, and continue collecting it until a reported or detected incident is no longer active.

Usage Information. We collect information about your use of the Powerdrive Platform, including ride information like the date, time, destination, distance, route, payment, and whether you used a promotional or referral code. We also collect information about your interactions with the Powerdrive Platform like our apps and websites, including the pages and content you view and the dates and times of your use.

Device Information. We collect information about the devices you use to access the Powerdrive Platform, including device model, IP address, type of browser, version of operating system, identity of carrier and manufacturer, radio type (such as 4G), preferences and settings (such as preferred language), application installations, device identifiers, advertising identifiers, and push notification tokens. If you are a Driver, we also collect mobile sensor data from your device (such as speed, direction, height, acceleration, deceleration, and other technical data).

Communications Between Riders and Drivers. We work with a third party to facilitate phone calls and text messages between Riders and Drivers without sharing either party’s actual phone number with the other. But while we use a third party to provide the communication service, we collect information about these communications, including the participants’ phone numbers, the date and time, and the contents of SMS messages. For security purposes, we may also monitor or record the contents of phone calls made through the Powerdrive Platform, but we will always let you know we are about to do so before the call begins.

Address Book Contacts. You may set your device permissions to grant Powerdrive access to your contact lists and direct Powerdrive to access your contact list, for example to help you refer friends to Powerdrive. If you do this, we will access and store the names and contact information of the people in your address book.

Cookies, Analytics, and Third-Party Technologies. We collect information through the use of “cookies”, tracking pixels, data analytics tools like Google Analytics , SDKs, and other third-party technologies to understand how you navigate through the Powerdrive Platform and interact with Powerdrive advertisements, to make your Powerdrive experience safer, to learn what content is popular, to improve your site experience, to serve you better ads on other sites, and to save your preferences. Cookies are small text files that web servers place on your device; they are designed to store basic information and to help websites and apps recognize your browser. We may use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be accessed every time you use the Powerdrive Platform. You should consult your web browser(s) to modify your cookie settings. Please note that if you delete or choose not to accept cookies from us, you may miss out on certain features of the Powerdrive Platform.

C. Information We Collect from Third Parties

Third-Party Services. Third-party services provide us with information needed for core aspects of the Powerdrive Platform, as well as for additional services, programs, loyalty benefits, and promotions that can enhance your Powerdrive experience. These third-party services include background check providers, insurance partners, financial service providers, marketing providers, and other businesses. We obtain the following information about you from these third-party services:

Information to make the Powerdrive Platform safer, like background check information for drivers;
Information about your participation in third-party programs that provide things like insurance coverage and financial instruments, such as insurance, payment, transaction, and fraud detection information;
Information to operationalize loyalty and promotional programs or applications, services, or features you choose to connect or link to your Powerdrive account, such as information about your use of such programs, applications, services, or features; and
Information about you provided by specific services, such as demographic and market segment information.

Enterprise Programs. If you use Powerdrive through your employer or other organization that participates in one of our Powerdrive Business enterprise programs, we will collect information about you from those parties, such as your name and contact information.

Concierge Service. Sometimes another business or entity may order you a Powerdrive ride. If an organization has ordered a ride for you using our Concierge service, they will provide us your contact information and the pickup and drop-off location of your ride.

Referral Programs. Friends help friends use the Powerdrive Platform. If someone refers you to Powerdrive, we will collect information about you from that referral including your name and contact information.

Other Users and Sources. Other users or public or third-party sources such as law enforcement, insurers, media, or pedestrians may provide us information about you, for example as part of an investigation into an incident or to provide you support.

How We Use Your Information

We use your personal information to:

Provide the Powerdrive Platform;
Maintain the security and safety of the Powerdrive Platform and its users;
Build and maintain the Powerdrive community;
Provide customer support;
Improve the Powerdrive Platform; and
Respond to legal proceedings and obligations.

Providing the Powerdrive Platform. We use your personal information to provide an intuitive, useful, efficient, and worthwhile experience on our platform. To do this, we use your personal information to:

Verify your identity and maintain your account, settings, and preferences;
Connect you to your rides and track their progress;
Calculate prices and process payments;
Allow Riders and Drivers to connect regarding their ride and to choose to share their location with others;
Communicate with you about your rides and experience;
Collect feedback regarding your experience;
Facilitate additional services and programs with third parties; and
Operate contests, sweepstakes, and other promotions.

Maintaining the Security and Safety of the Powerdrive Platform and its Users. Providing you a secure and safe experience drives our platform, both on the road and on our apps. To do this, we use your personal information to:

Authenticate users;
Verify that Drivers and their vehicles meet safety requirements;
Investigate and resolve incidents, accidents, and insurance claims;
Encourage safe driving behavior and avoid unsafe activities;
Find and prevent fraud; and
Block and remove unsafe or fraudulent users from the Powerdrive Platform.

Building and Maintaining the Powerdrive Community. Powerdrive works to be a positive part of the community. We use your personal information to:

Communicate with you about events, promotions, elections, and campaigns;
Personalize and provide content, experiences, communications, and advertising to promote and grow the Powerdrive Platform; and
Help facilitate donations you choose to make through the Powerdrive Platform.

Providing Customer Support. We work hard to provide the best experience possible, including supporting you when you need it. To do this, we use your personal information to:

Investigate and assist you in resolving questions or issues you have regarding the Powerdrive Platform; and
Provide you support or respond to you.

Improving the Powerdrive Platform. We are always working to improve your experience and provide you with new and helpful features. To do this, we use your personal information to:

Perform research, testing, and analysis;
Develop new products, features, partnerships, and services;
Prevent, find, and resolve software or hardware bugs and issues; and
Monitor and improve our operations and processes, including security practices, algorithms, and other modeling.

Responding to Legal Proceedings and Requirements. Sometimes the law, government entities, or other regulatory bodies impose demands and obligations on us with respect to the services we seek to provide. In such a circumstance, we may use your personal information to respond to those demands or obligations.

How We Share Your Information

We do not sell your personal information. To make the Powerdrive Platform work, we may need to share your personal information with other users, third parties, and service providers. This section explains when and why we share your information.

A. Sharing Between Powerdrive Users

Riders and Drivers.

Rider information shared with Driver: Upon receiving a ride request, we share with the Driver the Rider’s pickup location, name, profile photo, rating, Rider statistics (like approximate number of rides and years as a Rider), and information the Rider includes in their Rider profile (like preferred pronouns). Upon pickup and during the ride, we share with the Driver the Rider’s destination and any additional stops the Rider inputs into the Powerdrive app. Once the ride is finished, we also eventually share the Rider’s rating and feedback with the Driver. (We remove the Rider’s identity associated with ratings and feedback when we share it with Drivers, but a Driver may be able to identify the Rider that provided the rating or feedback.)

Driver information shared with Rider: Upon a Driver accepting a requested ride, we will share with the Rider the Driver’s name, profile photo, preferred pronouns, rating, real-time location, and the vehicle make, model, color, and license plate, as well as other information in the Driver’s Powerdrive profile, such as information Drivers choose to add (like country flag and why you drive) and Driver statistics (like approximate number of rides and years as a Driver).

Although we help Riders and Drivers communicate with one another to arrange a pickup, we do not share your actual phone number or other contact information with other users. If you report a lost or found item to us, we will seek to connect you with the relevant Rider or Driver, including sharing actual contact information with your consent.

Shared Ride Riders. When Riders use a Powerdrive Shared ride, we share each Rider’s name and profile picture to ensure safety. Riders may also see each other’s pickup and drop-off locations as part of knowing the route while sharing the ride.

Rides Requested or Paid for by Others. Some rides you take may be requested or paid for by others. If you take one of those rides using your Powerdrive Business Profile account, a code or coupon, a subsidized program (e.g., transit or government), or a corporate credit card linked to another account, or another user otherwise requests or pays for a ride for you, we may share some or all of your ride details with that other party, including the date, time, charge, rating given, region of trip, and pick up and drop off location of your ride.

Referral Programs. If you refer someone to the Powerdrive Platform, we will let them know that you generated the referral. If another user referred you, we may share information about your use of the Powerdrive Platform with that user. For example, a referral source may receive a bonus when you join the Powerdrive Platform or complete a certain number of rides and would receive such information.

B. Sharing with Third-Party Service Providers for Business Purposes

Depending on whether you’re a Rider or a Driver, Powerdrive may share the following categories of your personal information for a business purpose (as we have done for the preceding 12 months) to provide you with a variety of the Powerdrive Platform’s features and services:

Personal identifiers, such as your name, address, email address, phone number, date of birth, government identification number (such as social security number), driver’s license information, vehicle information, and car insurance information;
Financial information, such as bank routing numbers, tax information, and any other payment information you provide us;
Commercial information, such as ride information, Driver/Rider statistics and feedback, and Driver/Rider transaction history;
Internet or other electronic network activity information, such as your IP address, type of browser, version of operating system, carrier and/or manufacturer, device identifiers, and mobile advertising identifiers; and
Location data.

We disclose those categories of personal information to service providers to fulfill the following business purposes:

Maintaining and servicing your Powerdrive account;
Processing or fulfilling rides;
Providing you customer service;
Processing Rider transactions;
Processing Driver applications and payments;
Verifying the identity of users;
Detecting and preventing fraud;
Processing insurance claims;
Providing Driver loyalty and promotional programs;
Providing marketing and advertising services to Powerdrive;
Providing financing;
Providing requested emergency services;
Providing analytics services to Powerdrive; and
Undertaking internal research to develop the Powerdrive Platform.

C. For Legal Reasons and to Protect the Powerdrive Platform

We may share your personal information in response to a legal obligation, or if we have determined that sharing your personal information is reasonably necessary or appropriate to:

Comply with any applicable federal, state, or local law or regulation, civil, criminal or regulatory inquiry, investigation or legal process, or enforceable governmental request;
Respond to legal process (such as a search warrant, subpoena, summons, or court order);
Enforce our Terms of Service;
Cooperate with law enforcement agencies concerning conduct or activity that we reasonably and in good faith believe may violate federal, state, or local law; or
Exercise or defend legal claims, protect against harm to our rights, property, interests, or safety or the rights, property, interests, or safety of you, third parties, or the public as required or permitted by law.

D. In Connection with Sale or Merger

We may share your personal information while negotiating or in relation to a change of corporate control such as a restructuring, merger, or sale of our assets.

E. Upon Your Further Direction

With your permission or upon your direction, we may disclose your personal information to interact with a third party or for other purposes.

How We Store and Protect Your Information

We retain your information for as long as necessary to provide you and our other users the Powerdrive Platform. This means we keep your profile information for as long as you maintain an account. We retain transactional information such as rides and payments for at least seven years to ensure we can perform legitimate business functions, such as accounting for tax obligations. If you request account deletion, we will delete your information as set forth in the “Deleting Your Account” section below.

We take reasonable and appropriate measures designed to protect your personal information. But no security measures can be 100% effective, and we cannot guarantee the security of your information, including against unauthorized intrusions or acts by third parties.

Your Rights and Choices Regarding Your Data

As explained more below and on our privacy homepage , Powerdrive provides ways for you to access and delete your personal information as well as exercise other data rights that give you certain control over your personal information.

A. All Users

Email Subscriptions. You can always unsubscribe from our commercial or promotional emails by clicking unsubscribe in those messages. We will still send you transactional and relational emails about your use of the Powerdrive Platform.

Text Messages. You can opt out of receiving commercial or promotional text messages by texting the word END to 46080 from the mobile device receiving the messages. You may also opt out of receiving all texts from Powerdrive (including transactional or relational messages) by texting the word STOPALL to 46080 from the mobile device receiving the messages. Note that opting out of receiving all texts may impact your use of the Powerdrive Platform. Drivers can also opt out of driver-specific messages by texting STOP in response to a driver SMS. To re-enable texts you can text START in response to an unsubscribe confirmation SMS.

Push Notifications. You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of the Powerdrive Platform (such as receiving a notification that your ride has arrived).

Profile Information. You can review and edit certain account information you have chosen to add to your profile by logging in to your account settings and profile.

Location Information. You can prevent your device from sharing location information through your device’s system settings. But if you do, this may impact Powerdrive’s ability to provide you our full range of features and services.

Cookie Tracking. You can modify your cookie settings on your browser, but if you delete or choose not to accept our cookies, you may be missing out on certain features of the Powerdrive Platform.

Do Not Track. Your browser may offer you a “Do Not Track” option, which allows you to signal to operators of websites and web applications and services that you do not want them to track your online activities. The Powerdrive Platform does not currently support Do Not Track requests at this time.

Deleting Your Account. If you would like to delete your Powerdrive account, please visit our privacy homepage . In some cases, we will be unable to delete your account, such as if there is an issue with your account related to trust, safety, or fraud. When we delete your account, we may retain certain information for legitimate business purposes or to comply with legal or regulatory obligations. For example, we may retain your information to resolve open insurance claims, or we may be obligated to retain your information as part of an open legal claim. When we retain such data, we do so in ways designed to prevent its use for other purposes.

B. California Residents

The California Consumer Privacy Act provides some California residents with the additional rights listed below. To exercise these rights, see the “Exercising Your California Privacy Rights” section or visit our privacy homepage . For metrics regarding rights requests, see here .

Right to Know. You have the right to know and see what data we have collected about you over the past 12 months, including:

The categories of personal information we have collected about you;
The categories of sources from which the personal information is collected;
The business or commercial purpose for collecting your personal information;
The categories of third parties with whom we have shared your personal information; and
The specific pieces of personal information we have collected about you.

Right to Delete. You have the right to request that we delete the personal information we have collected from you (and direct our service providers to do the same). There are a number of exceptions, however, that include, but are not limited to, when the information is necessary for us or a third party to do any of the following:

Complete your transaction;
Provide you a good or service;
Perform a contract between us and you;
Protect your security and prosecute those responsible for breaching it;
Fix our system in the case of a bug;
Protect the free speech rights of you or other users;
Comply with the California Electronic Communications Privacy Act (Cal. Penal Code § 1546 et seq.);
Engage in public or peer-reviewed scientific, historical, or statistical research in the public interests that adheres to all other applicable ethics and privacy laws;
Comply with a legal obligation; or
Make other internal and lawful uses of the information that are compatible with the context in which you provided it.

Other Rights. You can request certain information about our disclosure of personal information to third parties for their own direct marketing purposes during the preceding calendar year. This request is free and may be made once a year. You also have the right not to be discriminated against for exercising any of the rights listed above.

Exercising Your California Privacy Rights. To request access to or deletion of your personal information, or to exercise any other data rights under California law, please contact us using one of the following methods:

Website : You may visit our privacy homepage to authenticate and exercise rights via our website.

Email webform : You may write to us to exercise rights.

To respond to some rights, we will need to verify your request either by asking you to log in and authenticate your account or otherwise verify your identity by providing information about yourself or your account. Authorized agents can make a request on your behalf if you have given them legal power of attorney or we are provided proof of signed permission, verification of your identity, and confirmation that you provided the agent permission to submit the request.

Response Timing and Format. We aim to respond to a consumer request for access or deletion within 45 days of receiving that request. If we require more time, we will inform you of the reason and extension period in writing.

Children’s Data

Powerdrive is not directed to children, and we don’t knowingly collect personal information from children under the age of 13. If we find out that a child under 13 has given us personal information, we will take steps to delete that information. If you believe that a child under the age of 13 has given us personal information, please contact us at our Help Center .

Links to Third-Party Websites

The Powerdrive Platform may contain links to third-party websites. Those websites may have privacy policies that differ from ours. We are not responsible for those websites, and we recommend that you review their policies. Please contact those websites directly if you have any questions about their privacy policies.

Changes to This Privacy Policy

We may update this policy from time to time as the Powerdrive Platform changes and privacy law evolves. If we update it, we will do so online, and if we make material changes, we will let you know through the Powerdrive Platform or by some other method of communication like email. When you use Powerdrive, you are agreeing to the most recent terms of this policy.

If you have any questions or concerns about your privacy or anything in this policy, including if you need to access this policy in an alternative format, we encourage you to contact us .

Please read these Terms of Use carefully. THESE TERMS AND CONDITIONS (“Conditions”) SET OUT THE BASIS UPON WHICH POWERDRIVE WILL PROVIDE YOU, AN INDIVIDUAL USER (“YOU” OR “YOUR”) WITH ACCESS TO THE POWERDRIVE MOBILE APPLICATION PLATFORM, PURSUANT TO WHICH YOU WILL BE ABLE TO REQUEST CERTAIN TRANSPORTATION SERVICES FROM DRIVERS OR VEHICLE OPERATORS. BY REGISTERING OR USING THE APP, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, ACCEPTED AND AGREED WITH THESE TERMS OF USE WHICH APPLY, AMONG OTHER THINGS, TO ALL SERVICES HEREINUNDER TO BE RENDERED TO OR BY YOU VIA THE APP WITHIN THE PHILIPPINES AND THAT YOU AGREE TO ABIDE BY THEM. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE ANY PART OF THE SYSTEM.

1. Definitions and Interpretation

1.1 In these Agreement (unless the context otherwise requires), the following words and phrases shall have the following meanings:

Account means the registered account You obtain to access the System as a User;

Affiliate means, in relation to a party, any entity that controls, is under the control of, or is under common control with, that party, where control means the direct or indirect ownership of more than 50 per cent of the voting capital or similar right of ownership of that party or the legal power to direct or cause the direction of the general management and policies of that party, whether through the ownership of voting capital, by contract or otherwise, and controls and controlled shall be interpreted accordingly;

Applicable Law means all applicable laws, by-laws, enactments, regulations, regulatory policies, ordinances, protocols, industry codes, road traffic codes, regulatory permits, regulatory licenses or requirements of any court, tribunal or governmental, statutory, regulatory, judicial, administrative or supervisory authority or body, which are in force from time to time during the term of these Terms of Use;

Driver Application means the electronic application supplied by PowerDrive and/or Nfinite I.T Solutions Inc. for Transportation Providers to connect with Users;

Group Companies means an entity and its Affiliates (and Group Company will be construed accordingly);

Local Terms means the supplementary or alternative terms for specific cities, municipalities, metropolitan areas or regions which apply to You, as made available and as updated by PowerDrive from time to time and as set out here;

Merchant Application means the electronic application supplied by PowerDrive and/or Nfinite I.T Solutions Inc. to facilitate Merchant’s use of the System in their role as a merchant;

Mobile Device means the smartphone, tablet or other mobile device owned or controlled by You which You use to connect to the User Application;

Policies means any policies, guidelines or information applicable to Users, as notified to You by PowerDrive from time to time (including via the System, the Websites, the Policies, or to Your email address set out in Your Account), and as may be updated by PowerDrive from time to time;

Specific Terms means the supplementary or alternative terms which may apply to certain specific parts of the System and/or Transportation Services, as may be notified to You from time to time;

System means the system provided by PowerDrive and/or its Group Companies to connect Transportation Providers, Merchants and other service providers with Users, including the Driver Application, the User Application, the Merchant Application, related software, websites, platforms, payment services and other support systems and services, including the Websites. For the avoidance of doubt, the System does not include the Transportation Services themselves, as these are provided by Transportation Providers directly to You;

Terms of Use means these PowerDrive User Terms of Use, all applicable Local Terms and all applicable Specific Terms;

Territory means the territory in which You use the System;

Transaction means a request for Transportation Services by the User via the Application

Transportation Provider means the independent third-party service provider who offers Transportation Services having been connected to You via the System;

Transportation Services means the transportation services provided by Transportation Providers when they are connected to You via the System, which may, depending on Your Territory, include transportation services, and other services available from Transportation Providers via the System from time to time;

User means a registered end user of the User Application;

User Application means the electronic application supplied by PowerDrive and/or PowerDrive Group Companies for Users to connect with Transportation Providers;

User Fees is defined in clause 6.2;

User Wallet means the wallet feature within the User Application provided and operated by PowerDrive Group Company in accordance with the PowerDrive and third-parties’ Terms and Conditions;

Vehicle means the vehicle used by a Transportation Provider for the purpose of providing Transportation Services;

Vouchers means electronic monetary value or credit that, when validly applied by a User, may be used to offset certain fees payable by the User via the User Application, in accordance with the terms and conditions specified by PowerDrive; and

Websites means any websites operated by PowerDrive Group Companies from time to time.

2. User’s Obligations and Responsibilities

2.1 You must be 18 years of age or older to use the App and create transactions. Access to the App is permitted for personal use only.

2.1.1 Notwithstanding the foregoing, if You are the parent or legal guardian of a 16 or 17-year-old minor You may create a Powerdrive account for such minor to use the Powerdrive Platform subject to the following requirements and restrictions: (a) You ensure that the minor does not request or accept any Rideshare Services unless accompanied by You or an authorized guardian, (b) You explain the terms of this Agreement to the minor, and (c) You expressly guarantee the minor’s acceptance of the terms of this Agreement.

2.1.2 By creating a Powerdrive account for such minor, you hereby give permission and consent to the Agreement on the minor’s behalf, and you shall assume any and all responsibility and liability for the minor's use of the Powerdrive Platform as provided by the terms of this Agreement and any applicable Supplemental Agreements. You will be responsible for any breach of the above representations, warranties and/or this Agreement, and/or any attempt of the minor to disaffirm this Agreement. Furthermore, You hereby represent that You are fully authorized to execute this Agreement on behalf of Yourself and all other parents or legal guardians of the minor rider.

2.2 You confirm that:

2.2.1 You will comply at all times with all Applicable Laws and the Policies, and will notify PowerDrive if You are in breach of any Applicable Laws or the Policies;

2.2.2 You will only use the System for lawful purposes and only for the purposes for which it is intended to be used;

2.2.3 You shall ensure that any documents and information provided by You (or on Your behalf) to PowerDrive or otherwise via the System are at all times accurate, current, complete and not misleading;

2.2.4 You shall only use an internet access point and data account which You are authorized to use; No VPN

2.2.5 You shall not engage in any fraudulent, deceptive or misleading conduct; and

2.2.6 You shall not impair or circumvent the proper operation of the system or network which the System operates on.

Your interactions with Transportation Providers and other Users

2.3 Your request for Transportation Services from Transportation Providers creates a direct relationship between You and the Transportation Provider, to which PowerDrive is not a party. To the maximum extent permitted by Applicable Law, PowerDrive is not responsible or liable for the acts or omissions of a Transportation Provider in relation to You. You have the sole responsibility for any obligations or liabilities to Transportation Providers or any other third parties that arise from Your use of the Transportation Services.

2.4 You agree:

2.4.1 to treat Transportation Providers and other Users with respect, in compliance with the Policies, and not to engage in any unlawful, threatening or harassing behaviour or activities whilst using the Transportation Services or the System;

2.4.2 not to cause any damage to third party property; and

2.4.3 not to contact Transportation Providers for purposes other than to receive and use the Transportation Services.

2.5 The Transportation Provider has sole discretion whether to accept, reject or cancel requests for Transportation Services for any reason. Without limiting the foregoing, the relevant Transportation Provider reserves the right to refuse accepting Your order if it has reasonable grounds to suspect a violation of these Terms of Use, the Policies or Applicable Law.

2.6 For the avoidance of doubt, PowerDrive does not endorse any third party providers (including the Transportation Providers), applications or websites that are available or to which You are connected through the System, and in no event shall PowerDrive, its licensors or any of its Affiliates be responsible for any content, products, services or other materials on or available from such third party providers. Any Transportation Provider ratings are intended to be indicative of ratings provided by other Users but do not constitute an endorsement (or otherwise) by PowerDrive of that Transportation Provider.

Complaints

2.7 Although the Transportation Provider is solely responsible for the Transportation Services, if You have a complaint about the Transportation Services You have received, PowerDrive has the right to deal with any such complaints through PowerDrive’s complaints handling process. You agree to cooperate fully with such process and to submit any complaint You may have via the User Application. PowerDrive also reserves the right to redirect Your complaint to the relevant Transportation Provider and may choose, but is not obliged, to facilitate discussions with the Transportation Provider. PowerDrive’s complaints handling process shall not exclude any rights or remedies that cannot be excluded or limited under Applicable Law.

2.8 If PowerDrive receives a complaint from a Transportation Provider or another person about You, PowerDrive has the right to redirect the complaint to You or deal with such complaint via its complaints handling process. Again, You agree to cooperate fully with such process.

3. User’s Account

3.1 In order to access the System as a User, You must register for and maintain an Account as a user of the User Application.

3.2 You are solely responsible for maintaining the confidentiality and security of Your Account password and for all activities that occur on or through Your Account, and You agree to immediately notify PowerDrive if You suspect any unauthorized use of Your Account or access to your password. PowerDrive shall not be responsible for any losses arising out of the unauthorized use of Your Account. You must not, if You are also a Transportation Provider, use Your Account to make an order as a User that You will accept as a Transportation Provider, or otherwise collaborate with other Transportation Providers or Users in any similar scheme

3.3 PowerDrive reserves the right to block or deny access to Your Account, and/or block features available in the User Application, without prejudice to its other rights and remedies:

3.3.1 if PowerDrive deems, in its sole discretion, that You have violated any term of these Terms of Use;

3.3.2 during an investigation;

3.3.3 if You owe any money to PowerDrive or its Group Companies;

3.3.4. if these Terms of Use are terminated for any reason; or

3.3.5. at any other time in PowerDrive’s reasonable discretion.

In such an event, any outstanding balance in Your User Wallet will be withheld and/or forfeited (in the event of a permanent suspension of Your Account) and You shall not hold PowerDrive or any of its Group Companies liable for the withholding or forfeiture of any such amount.

4. Use of the System

Rights granted and reserved

4.1 Subject to Your compliance with these Terms of Use, PowerDrive and its licensors grant You a revocable, limited, non-exclusive, non-transferable, royalty-free license during the term of these Terms of Use and in the Territory, to access and use the System solely for Your personal use for the purpose of connecting You with Transportation Providers in respect of Transportation Services.

4.2 All rights not expressly granted to You under these Terms of Use are reserved by PowerDrive and its licensors. Nothing in these Terms of Use transfers any ownership in or to the System (in whole or in part) to You.

Prohibited conduct

4.3 In using the System, You shall not:

4.3.1 license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the System in any way;

4.3.2 modify or make derivative works based on the System, or reverse engineer or access the underlying software for any reason;

4.3.3 use the System to build a competitive product or service, build a product using similar ideas, features, functions or graphics as the System, copy any ideas, features, functions or graphics of the System, or launch an automated program or script which may make multiple server requests per second, or which unduly burdens or hinders the operation and/or performance of the System, or attempt to gain unauthorized access to the System or related systems or networks;

4.3.4 use any application or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure, presentation or content of the System;

4.3.5 post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights, or remove any copyright, trademark or other proprietary rights notices contained in the System;

4.3.6 send or store any material for unlawful or fraudulent purposes;

4.3.7 send spam or other unsolicited messages;

4.3.6 send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material;

4.3.9 send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs;

4.3.10 interfere with or disrupt the integrity or performance of the System or the data contained therein;

4.3.11 impersonate any person or entity or otherwise misrepresent Your affiliation with a person or entity;

4.3.12 deliberately misrepresent Your location or make or receive orders for Transportation Services other than via the User Application or which are fake;

4.3.13 cause nuisance, annoyance, inconvenience, harassment, personal injury or property damage, whether to PowerDrive (and its officers, directors, members, employees and agents), any Transportation Provider, or any other party; or

4.3.14 damage PowerDrive’s or any of its Group Companies’ reputation in any way.

Restrictions on Your use of Transportation Services

4.4 You shall not use the Transportation Services to:

4.4.1 commit a crime or do anything contrary to Applicable Law; or

4.4.2 harm or injure another person or infringe another person’s rights.

4.5 Transportation Providers are required to agree that they will be careful and provide the Transportation Services safely. However, You are ultimately responsible for Your own safety in Your use of the Transportation Services, and You shall take all necessary precautions.

5. Mobile Device

5.1 You are responsible for the acquisition, cost and maintenance of Your Devices as well as any necessary wireless data plan and for any fees charged by Your telecommunications service provider, such as telephone, SMS and internet data fees. You acknowledge that Your use of the Services may consume large amounts of data and that You will be solely responsible for such usage and the associated fees.

5.2 Your access to the User Application will be through a Mobile Device. It is Your responsibility to check and ensure that You download the correct software (including the latest version of the User Application) for Your Mobile Device. PowerDrive is not liable if You do not have a compatible device or if You do not have the latest version of the software (including the latest version of the User Application) for Your Mobile Device.

5.3 If a Mobile Device is lost, stolen, broken and/or no longer in Your possession, and this exposes Your Account information to someone else or otherwise affects PowerDrive’s legal rights and/or remedies, You must immediately notify PowerDrive and follow the procedures notified by PowerDrive.

6. Financial Terms

User Application

6.1 The download and/or use of the User Application is provided for You to use the System and is provided on a royalty-free basis. PowerDrive reserves the right to charge a fee for all support and services You obtain, directly or indirectly, through the use of the System, as notified to You by us from time to time (including via the Policies).

User Fees

6.2 Transportation Providers are entitled to charge You a fee for the Transportation Services, which may include:

6.2.1 a fee for each instance of Transportation Services;

6.2.2 any tolls, road-usage charges, parking charges, and building or area entrance charges necessarily incurred by the Transportation Provider when You or the goods are on-board the Vehicle during (but not before or after) such provision of Transportation Services (without mark-up);

6.2.3 any applicable cancellation or other charges in accordance with the Policies; and

6.2.4 any applicable taxes calculated in accordance with Applicable Law

(together, the User Fees).

The fee for each instance of Transportation Services, any cancellation or other charges and/or taxes (as applicable) will be calculated via the User Application and all other charges will be manually entered by the Transportation Provider into the Driver Application (without mark-up) and are payable by You via the User Application or otherwise in accordance with the Policies. You have the right to agree with the Transportation Provider on a different fee for provision of the Transportation Services, such agreed fare to be applied only after notification to PowerDrive and reflected as the fee for Transportation Services in the Driver Application.

6.3 The fee component of User Fees may increase based on demand and other factors in Your location. PowerDrive will always endeavour to inform You about any such increase via the User Application and it is Your responsibility to review the User Fees (or the basis on which they will be calculated) carefully before electing to purchase Transportation Services. You will be deemed to be aware of, and You accept responsibility for, all User Fees incurred under Your Account.

6.4 PowerDrive may update the basis on which User Fees are calculated via the System at any time in its absolute discretion. Any User Fees on or after the date on which the update takes effect shall be subject to the updated calculation.

6.5 The User Application may provide You with an option to cancel certain Transportation Services before such Transportation Services commence. If You choose to do so, You may be required to pay a cancellation charge, or other applicable charges, in accordance with the Policies.

6.6 When using Transportation Services, You must make Yourself available at your designated pick-up location by the relevant time specified via the User Application or the relevant Policies. If You fail to do so, the Transportation Provider is entitled to cancel the Transportation Services and You may be charged a cancellation charge, or other applicable charges, in accordance with the Policies.

6.7 You acknowledge and agree that PowerDrive may, to the extent permitted by Applicable Law, adjust or cancel the User Fees (or any part thereof) payable in connection with a particular instance of Transportation Services, acting reasonably (for example, where PowerDrive determines that there is an error in the original calculation, that You have not complied with these Terms of Use, that a fee was charged when it should not have been (or vice versa), or in the case of a complaint).

Payment

6.8 Unless otherwise determined by PowerDrive, all amounts payable by You under these Terms of Use are final and non-refundable, and must be paid by using the payment methods offered via the User Application from time to time, including (where applicable) cash, third-party payment processor (e.g., GCash, PayPal, or PayMaya), credit or debit card, the balance of your User Wallet or by using Vouchers.

6.9 Where You choose to make payment using cash, You shall pay all User Fees payable to the Transportation Provider, and any other amounts payable to PowerDrive, to the Driver, who shall collect the amounts payable on behalf of the Transportation Provider (if not concurrently being the Driver) and PowerDrive.

6.10 Where You choose to make payment using a non-cash payment method, You grant to PowerDrive the full power and authority to debit the same using the default payment method designated in Your Account and remit the User Fees on Your behalf to the Transportation Provider, after deduction (where applicable) of the relevant amounts by PowerDrive in accordance with its arrangements with the Transportation Providers.

6.11 If third party payment methods are available via the User Application in Your Territory, Your use of a third party payment method is subject to the terms and conditions of the relevant third party providing such payment method, and may also be subject to separate fees imposed by the third party provider. PowerDrive makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of such third party payment methods, and shall not be responsible to You or such third party provider in respect of Your use of any third party payment method, including any limitations, delays, or failures of the third party payment method.

6.12 All payments must be in the local currency in the Territory.

6.13 If Vouchers are available in Your Territory, Your use of Vouchers may be subject to Specific Terms. Please check these carefully before using Vouchers. PowerDrive may at its absolute discretion reject Your request to purchase Vouchers for any reason. For the avoidance of doubt, Vouchers are not redeemable for cash, are not refundable under any circumstances and cannot be resold, transferred, or exchanged for value.

6.14 Without prejudice to its other rights and remedies, PowerDrive may suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent, illegal or may involve any criminal activity or where it reasonably believes You are in breach of these Terms of Use, the Policies, or Applicable Law. In such an event, You shall not hold PowerDrive or its Group Companies liable for any withholding of, delay in, suspension of, or cancellation of, any payment or any promotions to You.

6.15 If You have been incorrectly charged a fee, you may contact us via the User Application or by email to care.th@gojek.com for assistance. PowerDrive has sole discretion in determining whether to process any refund or return of payment to You and the mode of such refund or return of payment (including by way of Vouchers).

Taxes

6.16 These Terms of Use shall be subject to all applicable prevailing statutory taxes, duties, fees, charges and/or costs, however denominated, as may be in force and in connection with any applicable future taxes that may be introduced at any point of time.

6.17 You agree to do everything necessary and required by Applicable Law to enable, assist and/or defend PowerDrive to claim or verify any applicable input tax credit, set off, rebate or refund in respect of any taxes paid or payable in connection with the System and/or the Transportation Services.

7. Promotions

7.1 In order to promote usage of the System, PowerDrive may from time to time, in its sole discretion, offer promotions based on You meeting specified criteria and complying with specified conditions. Details of such promotions and bonuses shall be made available via the App, text message or email. You may choose whether or not to participate in the promotion. If You do decide to participate, Your right to benefit from the relevant promotions is conditional on You meeting all of the specified criteria and complying with all of the specified conditions, to PowerDrive’s reasonable satisfaction. If You do not do so, You will not be entitled to the benefits of the relevant promotions. You agree that You will only use such promotions for their intended use and will not abuse, duplicate, sell or transfer the promotions in any manner. You also understand that the promotions cannot be exchanged for cash and may expire on a certain date, even before You use them.

7.1 The User’s entitlement to receive referral bonus when referring a new User to use PowerDrive Services and the payment of such bonus by PowerDrive shall be subject to the conditions set forth in the referral policy. This policy forms part of the Terms and Conditions and by accepting these Terms and Conditions, the User also accepts and agrees to the referral policy, as may be amended from time to time.

8. Indemnities and Liability

Indemnities

8.1 By accepting these Conditions you agree to defend, indemnify (compensate) and hold PowerDrive, its affiliates, its customers, its licensors, and each of their officers, directors, other users, members, employees, attorneys and agents, harmless from all and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees) arising out of or in connection with:

8.1.1 Your breach of any term of these Terms of Use, the Policies or any Applicable Law; and

8.1.2 Your use of the System and/or the Transportation Services, including:

(a) any claim by You or a person acting on Your behalf that any PowerDrive Group Company, rather than a Transportation Provider, is the provider of the Transportation Services;

(b) any third-party claims (including claims by any Transportation Providers) arising from Your use of the System and/or the Transportation Services; and

Basis on which the System is provided

8.2 The System is provided “as is” and “as available”. To the maximum extent permitted by Applicable Law, PowerDrive disclaims all representations and warranties, express, implied or statutory, save as expressly set out in these Terms of Use, including any warranties of merchantability, fitness for a particular purpose, reasonable care and skill, and non-infringement.

8.3 Without limitation to clause 8.2, PowerDrive makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the System, or that the System will be uninterrupted or error-free, or will operate in combination with any other hardware, software, system or data, or that any data will be accurate or reliable.

8.4 PowerDrive does not provide and is not responsible for providing or ensuring the provision of the Transportation Services. PowerDrive does not guarantee the quality, suitability, safety or ability of the Transportation Providers or any other third-party providers.

8.5 The System may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications including the device used by You or the Transportation Provider being faulty, not connected, out of range, switched off or not functioning. PowerDrive is not responsible for any delays, delivery failures, damages or losses resulting from such problems. PowerDrive shall not be responsible for any limitations, delays or failures of any Transportation Provider and other third-party provider, regardless of whether their systems, goods or services are accessible via the System.

8.6 Timelines specified for Transportation Services are, unless expressly agreed otherwise by PowerDrive in writing, indicative. Neither PowerDrive nor the Transportation Providers make any warranty, representation or undertaking that specified timelines will be met.

Exclusions and limitations of liability

8.7 Nothing in these Terms of Use limits or excludes a party’s liability for death or personal injury caused by such party’s negligence, for fraud, or for any other liability to the extent it cannot be limited or excluded under Applicable Law.

8.8 To the maximum extent permitted by Applicable Law, PowerDrive shall not be liable for:

8.8.1 indirect, incidental, special, exemplary, punitive or consequential damages;

8.8.2 loss of use, lost profits, lost data, lost business, lost goodwill, lost contracts or lost opportunity; and

8.8.3 personal injury or property damage,

arising from, related to or otherwise in connection with the System or the Transportation Services, whether in contract, tort, breach of statutory duty or otherwise.

8.9 To the maximum extent permitted by Applicable Law, and unless otherwise specified in the Specific Terms, in no event shall PowerDrive’s maximum aggregate liability arising under and in connection with the System, the Transportation Services and/or these Terms of Use, whether in contract, tort, breach of statutory duty or otherwise, exceed the User Fees paid by You to PowerDrive in connection with the first event giving rise to a claim under these Terms of Use.

8.10 Unless otherwise specified in the Specific Terms, any claims You have against PowerDrive under or in connection with the System, the Transportation Services or these Terms of Use must be notified to PowerDrive within one (1) year after the events giving rise to such claim, failing which (to the maximum extent permitted by Applicable Law) You will forfeit any rights and remedies You have in respect of such claim.

9. Term and Termination

9.1 This Agreement shall commence on the date accepted and agreed to by You and shall continue until terminated as set forth herein.

9.2 PowerDrive may terminate these Terms of Use, and/or suspend or terminate Your use of the System in whole or in part:

9.2.1 at any time for any reason by giving notice to You; and

9.2.2 immediately, with or without notice, if You are in breach of any term of these Terms of Use, without prejudice to PowerDrive’s other rights and remedies.

9.3 You are under no obligation to use the System and may cease using them at any time by permanently deleting the User Application from Your Mobile Device, thus disabling Your use of the User Application. These Terms of Use are automatically terminated when You permanently delete the User Application from Your Mobile Device.

9.4 On termination or expiry of these Terms of Use for any reason, You shall:

9.4.1 promptly (and in any event within three days), pay any money owed to PowerDrive (which shall become immediately due and payable on termination or expiry), including any outstanding payments in connection with Transportation Services ordered by You prior to termination or expiry; and

9.4.2 immediately delete and fully remove the User Application from Your Mobile Device.

9.5 The parties shall have no further obligations or rights under these Terms of Use after termination of the Terms of Use, without prejudice to any obligations or rights which have accrued to either party at the time they are terminated, save that the provisions of clauses 1, 6.16, 6.17, 8, 9, 10, 11 and 12, of these Terms of Use and any other clause which expressly or by its nature is intended to survive, shall continue to have effect after the end of these Terms of Use.

10. Data and Data Privacy

10.1 By downloading and/or using the App You consent to PowerDrive processing Your Personal Data. PowerDrive will process Your Personal Data for purposes connected with the Services. From time to time, PowerDrive may process Your Personal Data in order to notify You of opportunities connected with the Services either directly or by an affiliate of PowerDrive. When processing Your Personal Data, PowerDrive will take appropriate technological measures to protect and keep Your Personal Data secure and shall process Your information in accordance with Data Protection Laws.

10.2 In order to allow us to provide You with the Services and for Drivers to provide You with Transportation Services, Your Personal Data may be transferred by PowerDrive to Drivers as well as other data such as Your telephone number. As an independent contractor, PowerDrive advises all Drivers that they must ensure that they keep Your Personal Data safe and secure at all times and not allow access to any third parties to such information. Drivers are advised that they are not permitted to store Your Personal Data on their mobile device or any other mobile telephone (other than on the App) unless You provide them with express permission.

10.3 We also process Your Personal Data in accordance with PowerDrive’s Privacy Policy, please ensure that You read this document before using the App. By using the App, You acknowledge and confirm that You have understood the use of Your Personal Data set out in the Privacy Policy.

10.4 PowerDrive does not guarantee that the App will be secure or free from bugs or viruses. You must not misuse the App by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorized access to the App, the server on which the App is stored or any server, device or database connected to the App. You must not attack the App via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, You may commit a criminal offence under the Computer Misuse Act 1990. PowerDrive will report any such breach to the relevant law enforcement authorities and PowerDrive will co-operate with those authorities by disclosing Your identity to them. In the event of such a breach, Your right to use the App will cease immediately.

10.5 The App may include links to other websites, apps or material which is beyond PowerDrive’s control and which are owned and controlled by third parties. PowerDrive is not responsible for the content on these links, the internet or World Wide Web pages or any other site or app outside the App. Where the App contain links to other sites or apps or materials provided by third parties, these links are provided for Your information only. These links are provided as a courtesy to PowerDrive’s users and are not administered or verified in any way by PowerDrive. Such links are accessed by You at Your own risk and PowerDrive makes no representations or warranties about the content of such websites or apps and cannot be held liable for the content and activities of these websites or any losses You suffer as a result of using such third-party websites. PowerDrive may provide links to third party websites or apps that use cookies on users to collect data and/or to solicit personal information. As a result, PowerDrive strongly recommends that You read the privacy policies and terms of use of any third-party websites or apps prior to using them.

Electronic Communications

10.6 When You use the App or send us emails or use pop-ups or make calls, You may be communicating with PowerDrive electronically. PowerDrive will communicate with You by email, pop-up, phone, text or by posting notices on the PowerDrive website. You agree that all agreements, notices, disclosures and other communications sent to You electronically satisfy any legal requirement that such communications should be in writing.

11. Disputes

11.1 The General Terms and Agreement (and any and all disputes arising out of or in connection with this Agreement (including any alleged breach, or challenge to the validity or enforceability, of this Agreement or any provision hereof)) shall be governed by and construed and enforced in accordance with the laws of Republic of the Philippines.

11.2 Any and all disputes arising out of or in connection with this Agreement will be finally settled by binding arbitration regulated by the Civil Code of the Philippines (which Rules are deemed to be incorporated by reference into this Agreement) by one arbitrator, appointed in accordance with the Rules. The arbitration will take place in the Philippines and the language of the arbitration will be English and/ or Tagalog.

12. General

12.1 PowerDrive shall not be liable for delay or failure in performance resulting from causes beyond PowerDrive’s reasonable control.

12.2 You shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of PowerDrive or any of its Affiliates.

12.3 PowerDrive may amend these Terms of Use at its sole discretion from time to time. PowerDrive will use its reasonable endeavours to notify You of any material changes to the Terms of Use; however You agree that it is Your responsibility to review the Terms of Use regularly and Your continued use of the System will constitute Your acceptance to the amendments. Otherwise, no addition to or modification of these Terms of Use will be binding on the parties unless made in writing by the parties.

12.4 The rights of each party under these Terms of Use may be exercised as often as necessary, are cumulative and not exclusive of rights or remedies provided by law and may be waived only in writing specifically. Delay in the exercise or non-exercise of any right is not a waiver of that right.

12.5 These Terms of Use constitute the entire agreement and understanding of the parties relating to the subject matter of these Terms of Use and supersedes any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby also exclude all implied terms in fact. In entering into these Terms of Use, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in these Terms of Use. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing. Nothing in these Terms of Use excludes liability for fraud or any other liability that cannot be limited or excluded under Applicable Law.

12.6 You may not assign, sub-license, transfer, subcontract, or otherwise dispose of any of Your rights or obligations, under this Agreement without PowerDrive’s prior written consent. By entering into this Agreement and continuing to use the System, You hereby consent to PowerDrive assigning, sub-licensing, transferring, subcontracting or otherwise disposing, all or part, of its rights or obligations under this Agreement to its Affiliate, provided that, to the extent required by Applicable Law, PowerDrive shall provide notice to You of any assignment, sub-license, transfer, sub-contracting or other disposal of its rights or obligations.

12.7 If any Court or relevant authority determines that any part of these Terms of Use is illegal, invalid or unenforceable under Applicable Law, the remaining parts of these Terms of Use will remain in full force and effect and the relevant part will be replaced with a provision that is legal, valid and enforceable and that has, to the maximum extent possible, an equivalent effect to the substituted part of these Terms of Use.

12.8 A person who is not a party to these Terms of Use has no right to rely upon or enforce any term of these Terms of Use.

12.9 PowerDrive may give notice to You by means of a general notice published on the User Application or the Website or to Your email address set out in Your Account. You must give notice to PowerDrive by email.

Please read this Agreement carefully . THESE TERMS AND CONDITIONS (“Conditions”) CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU, AN INDIVIDUAL DRIVER OR VEHICLE OPERATOR (“YOU OR YOUR”) and NFINITE IT SOLUTIONS SERVICES, INC. THE AGREEMENT GOVERNS YOUR USE OF POWERDRIVE MOBILE APPLICATION PLATFORM WHICH FACILITATES YOUR PROVISION OF CERTAIN TRANSPORTATION SERVICES. BY REGISTERING OR USING THE APP, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, ACCEPTED AND AGREED WITH THESE TERMS OF USE WHICH APPLY, AMONG OTHER THINGS, TO ALL SERVICES HEREINUNDER TO BE RENDERED TO OR BY YOU VIA THE APP WITHIN THE PHILIPPINES AND THAT YOU AGREE TO ABIDE BY THEM.

1. Definitions and Interpretation

1.1 In these Agreement (unless the context otherwise requires), the following words and phrases shall have the following meanings:

Account means the registered account You obtain to access the Services;

Additional Charges is defined in clause 7.4;

Agreement means this PowerDrive Driver Services Agreement, all applicable Local Terms and all applicable Specific Terms;

App Payment means the payment made via the Booking Platform or a Driver Payment App;

Booking Platform means any platform, system, software applications, methods, tools or services provided or authorized by PowerDrive that enable users thereof to electronically hail or summon, or otherwise arrange for a ride in, or pay the Fee for Transportation Services provided in, for-hire vehicles (e.g., taxicabs, motorbikes, private cars, etc.), including, without limitation, any such platform, system, software application, method, tool or service operating on a mobile computing device (e.g., smart phone, tablet computer, payment terminal, etc.), desktop computing device, in a mobile “app,” via a web browser and/or via another means of electronic communication (e.g., SMS text messaging);

Booking Services means PowerDrive’s lead generation and related services that enable transportation providers to seek, receive and/or fulfill requests for transportation services made by Users seeking transportation services, which Booking Services include PowerDrive’s software, websites, and related support services systems, as may be updated or modified from time to time;

City Addendum means an addendum to this Agreement setting forth additional, supplemental or alternative Territory-specific terms, as updated by PowerDrive from time to time;

Driver Application means the electronic application supplied by PowerDrive and/or Nfinite I.T Solutions Inc. for drivers and vehicle operators to connect with Users;

Driver Wallet means the feature within the Driver Application that records the amounts payable by PowerDrive to the Driver, or by the Driver to PowerDrive (as the case may be);

Electronic Payment means payment via credit card, debit card or other authorized non-cash means;

Fee means a Transaction Fee, Driver Services Fee or Referral Fee, as the case may be;

Group Companies means a person and its Affiliates (and Group Company will be construed accordingly);

Local Terms means the supplementary or alternative terms for specific countries, cities, municipalities, metropolitan areas or regions which apply to You, as made available and as updated by PowerDrive from time to time and as set out here;

Mobile Device is the smartphone, tablet or other mobile device owned or controlled by You which You use to connect to the Driver Application;

Policies means the Community Guidelines, the Privacy Policy, and any other policies, guidelines or information made available by PowerDrive from time to time (including via the Services, the Website, the Policies, or to Your email address set out in Your Account), in each case as updated from time to time;

Services mean the services provided by PowerDrive to connect individual drivers or vehicle operators with Users, including via the Driver Application, the User Application and related software, websites, platforms, and other support systems and services. For the avoidance of doubt, the Services provided by PowerDrive do not include the Transportation Services themselves, as these are provided by You directly to Users;

Service Fees has the meaning set forth in clause 7.9;

Specific Terms means the supplementary or alternative terms which may apply to certain specific parts of the Services and/or Transportation Services, as may be notified to You from time to time;

Territory means the territory in which You are registered to use the Services, as specified in Your Account;

Transaction means a request for Transportation Services by the User via the Application

Transportation Services means the provision of transportation services, including the transportation of passengers, by You to Users;

User means a registered end user of the User Application;

User Application means the electronic application supplied by PowerDrive and/or Nfinite I.T Solutions Inc. for Users to connect with drivers and vehicle operators;

User Fees is defined in clause 7.3;

User Information means information about a User made available to You by or on behalf of PowerDrive or its Group Companies, which may include the User’s name, pick-up location, contact information and photo;

User Terms of Use means the terms of use that apply to a User’s use of the User Application, as updated from time to time;

Vehicle means the vehicle You use for the purpose of providing Transportation Services; and

Vehicle Owner means, with respect to any Vehicle, the person(s) or entity(ies) that own, control or manage such Vehicle and/or the license or authorization to operate such Vehicle as a public vehicle for hire.

2. Driver’s Obligations and Responsibilities

2.1 You represent, warrant and undertake on a continuing basis throughout the term of this Agreement that:

2.1.1 You have full power and authority to enter into this Agreement and perform Your obligations under this Agreement;

2.1.2 You are able to operate a motor vehicle (including the Vehicle itself) and have a valid driver’s license and all the other required licenses, approvals, authorities and consents to provide the Transportation Services in the Territory as required by Applicable Law;

2.1.3 You own, or have the legal right and authority to operate, the Vehicle, and that the Vehicle meets the applicable industry safety and maintenance standards for a vehicle of its kind, is in good operating condition, and is in a clean and comfortable condition suitable for the provision of the applicable Transportation Services;

2.1.4 If an inward-facing in-vehicle recording device has been installed in the Vehicle you operate to provide the Transportation Services; you must notify us within 24 hours of such installation or at the point of your registration for an Account (whichever is earlier);

2.1.5 You are at least 18 years of age (or, if the age at which You are permitted to provide the Transportation Services under Applicable Law in the Territory is higher than 18, You are of at least that age);

2.1.6 You have and will maintain a valid policy of liability insurance for the operation of the Vehicle and/or business insurance to cover any anticipated losses related to the provision of the Transportation Services, in each case covering damage to You, Your passengers, any goods or other items, Your Vehicle, and any third parties, at a level of coverage that satisfies the minimum requirements under Applicable Law and the Policies. PowerDrive does not control, or advise You on, Your insurance arrangements, nor is it obliged to arrange the insurance on Your behalf;

2.1.7 You will comply at all times with all Applicable Laws, the Policies, and the terms of service and Vehicle quality standards of the third-party Transportation Provider (where applicable), and will notify PowerDrive if You are in breach of any Applicable Laws, the Policies or the terms of service and Vehicle quality standards of the third-party Transportation Provider;

2.1.8 You will only use the Services for lawful purposes and only for the purposes for which they are intended to be used;

2.1.9 You do not have a criminal record in the Territory or any other jurisdiction;

2.1.10 You will promptly provide PowerDrive with any additional documents or information requested by PowerDrive, including proof of identity, proof of ownership or right to use the Vehicle. You acknowledge that You may be subject to background, criminal record and driving record checks from time to time and You will cooperate with these as required by PowerDrive;

2.1.11 You shall ensure that any documents and information provided by You (or on Your behalf) to PowerDrive are at all times accurate, current, complete and not misleading;

2.1.12 You shall only use an internet access point and data account which You are authorized to use; No VPN

2.1.13 You shall not engage in any fraudulent, misleading, deceptive, illegal or criminal conduct; and

2.1.14 You shall not impair or circumvent the proper operation of the system or network which the Services operate on.

2.1.15 You should make all commercially reasonable efforts, under the circumstances, to make sure the passengers get to their destinations within the estimated time frame and schedule. While it is acknowledged that these estimated time frames are mere approximations and may not accurately factor in extraneous conditions such as accidents, traffic, weather, power outages, civic or civil disruptions.

2.1.16 In the event User was issued PowerDrive Credits or discount promotion coupons, and has used the same for payment, You are entitled to collect the difference between the Fee actually collected from the User and the Fee reflected in the Software prior to application of the PowerDrive Credits and/or discount promotion coupons. In these cases, the payment by PowerDrive shall be made in accordance with the schedules determined by PowerDrive which, in any case, shall be inclusive on the regular payout schedule. When making these payments, You acknowledge and authorize PowerDrive to withhold the applicable taxes on the amounts payable by PowerDrive, in accordance with the law.

2.2 You are the provider of the Transportation Services and shall therefore be solely responsible for the safe, efficient and proper performance of Transportation Services using all reasonable care and skill. You shall be solely responsible for providing all necessary equipment, materials, tools and other items necessary for the safe, efficient and proper performance of the Transportation Services. You are responsible for Your own safety, and that of Users, in the performance of the Transportation Services, and You shall take all necessary precautions.

2.3 Your provision of Transportation Services to Users creates a direct relationship between You and the User, to which PowerDrive is not a party. PowerDrive is not responsible or liable for the acts or omissions of a User in relation to You. To the maximum extent permitted by Applicable Law, You have the sole responsibility for any obligations or liabilities to Users or third parties that arise from Your provision of the Transportation Services.

2.4 Although You are solely responsible for the Transportation Services, PowerDrive has the right to deal with any complaints that Users have through PowerDrive’s complaints handling process, or any complaints that You may have about any User. You agree to cooperate fully with such process, and to submit any complaint You may have via the Driver Application. PowerDrive also reserves the right, at its sole discretion, to redirect any such complaints to You directly and may choose to facilitate discussions with the User. You agree to comply with Applicable Law, the terms of this Agreement and the Policies in Your handling of such User complaints. PowerDrive’s complaints handling process shall not exclude any rights or remedies that cannot be excluded or limited under Applicable Law.

2.5 You may currently have, or may have an opportunity to enter into arrangements with a third party via the Services. Any such arrangements will be solely between You and the applicable third party, and PowerDrive has no responsibility or liability in relation to such arrangements. PowerDrive does not endorse any third-party providers, applications or websites that are available through the Services, and in no event shall PowerDrive, its licensors or any of its Affiliates be responsible for any content, products, services or other materials on or available from such third-party providers, applications or websites.

3. Driver’s Account

3.1 In order to access the Services as an individual driver or vehicle operator, You must register for and maintain an Account as a user of the Driver Application.

3.2 You are responsible for all activities conducted on Your Account. You:

3.2.1 must only have one Account;

3.2.2 must keep Your Account information (including Your login details) confidential and secure;

3.2.3 must not provide any other person with access to Your Account, including to transfer the Account or information from Your Account to any other person; and

3.2.4 must promptly notify PowerDrive if You suspect any unauthorized access to or use of Your Account.

3.3 PowerDrive reserves the right to block or deny access to Your Account, and/or block features available in the Driver Application, at any time, with or without notification, without prejudice to its other rights and remedies:

3.3.1 if PowerDrive deems, in its sole discretion, that You have violated any term of this Agreement or the Policies;

3.3.2 during an investigation;

3.3.3 if You owe any money to PowerDrive or its Group Companies;

3.3.4 if the balance of Your Driver Wallet falls below the minimum threshold specified by PowerDrive from time to time;

3.3.5 if this Agreement is terminated for any reason;

3.3.6 if PowerDrive deems, in its sole discretion, that Your Account may be used for or be involved in any fraudulent, illegal or other criminal activity; and/or

3.3.7 at any other time in PowerDrive’s reasonable discretion.

In such an event, any outstanding balance in Your Driver Wallet will be withheld and/or forfeited (in the event of a permanent suspension of Your Account) and You shall not hold PowerDrive liable for the withholding or forfeiture of any such amount.

3.4 If Your Account has been inactive for a period of six (6) consecutive months, You agree that PowerDrive may suspend Your Account and/or charge You an administrative fee for maintaining Your Account, which shall be deducted from Your Driver Wallet balance. Any such action will be notified to You by us from time to time (including via the Policies). Before Your Account is suspended, You will have an opportunity to withdraw any outstanding balance in Your Driver Wallet and may, at any time submit a request to PowerDrive to restore access to Your Account, in accordance with the process notified to You. PowerDrive shall have sole discretion in determining whether access to Your Account or any Services may be restored.

4. Use of the Services

4.1 Subject to Your compliance with this Agreement, PowerDrive and its licensors grant You a revocable, limited, non-exclusive, non-transferable, royalty-free license during the term of this Agreement and in the Territory, to access and use the Services, including the Driver Application and any information and materials provided through the Driver Application, solely for Your personal use for the purpose of connecting You with Users in respect of Transportation Services.

4.2 All rights not expressly granted to You under this Agreement are reserved by PowerDrive and its licensors. Nothing in this Agreement transfers any ownership in or to the Services (in whole or in part) to You.

4.3 You are free to use the App at any time and no minimum or maximum periods of use are applied save that You must ensure that You comply with any regulatory and insurance requirements imposed on You as a provider of the Transportation Services particularly in respect of periods of rest. You may be offered additional payments or priority status in connection with their level of usage.

4.4 Nothing contained in these Conditions shall be construed or have effect as constituting any relationship of employer and employee between PowerDrive and the Driver. You will at all times be independent contractors of Transportation Services.

4.5 In using the Services, You shall not:

4.3.1 license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way;

4.3.2 modify or make derivative works based on the Services, or reverse engineer or access the underlying software for any reason;

4.3.3 use the Services to build a competitive product or service, build a product using similar ideas, features, functions or graphics as the Services, copy any ideas, features, functions or graphics of the Services, or launch an automated program or script which may make multiple server requests per second, or which unduly burdens or hinders the operation and/or performance of the Services, or attempt to gain unauthorized access to the Services or related systems or networks;

4.3.4 use any application or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure, presentation or content of the Services;

4.3.6 send or store any material for unlawful or fraudulent purposes;

4.3.7 send spam or other unsolicited messages;

4.3.8 send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material;

4.3.9 send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs;

4.3.10 interfere with or disrupt the integrity or performance of the Services or the data contained therein;

4.3.11 impersonate any person or entity or otherwise misrepresent Your affiliation with a person or entity;

4.3.12 deliberately misrepresent Your location, or make or receive orders for Transportation Services other than via the User Application or which are fake;

4.3.14 damage PowerDrive’s or any of its Group Companies’ reputation in any way; or

4.3.15 use the Driver Application on any device or operating system that has been modified outside the mobile device or PowerDrive’s operating system and configurations. This includes devices that have been “rooted” or “jailbroken”. A rooted or jailbroken device means one that has been freed from the limitations imposed on it by Your mobile service provider and the phone manufactured without their approval. The use of the Driver Application on a rooted device may compromise security and lead to fraudulent transactions.

5. Device

5.1 If You elect to use Your Devices:

5.1.1 You are responsible for the acquisition, cost and maintenance of Your Devices as well as any necessary wireless data plan and for any fees charged by Your telecommunications service provider, such as telephone, SMS and internet data fees. You acknowledge that Your use of the Services may consume large amounts of data and that You will be solely responsible for such usage and the associated fees.

5.1.2 It is Your responsibility to check and ensure that You download the correct software (including the latest version of the Driver Application) for Your Mobile Device. PowerDrive is not liable if You do not have a compatible device or if You do not have the latest version of the software (including the latest version of the Driver Application) for Your Mobile Device.

5.1.3 If a Mobile Device is lost, stolen, broken and/or no longer in Your possession, and this exposes Your Account information to someone else or otherwise affects PowerDrive’s legal rights and/or remedies, You must immediately notify PowerDrive and follow the procedures notified by PowerDrive.

5.1.4 You may only access Your Account through the Mobile Device which uses the telephone number provided to PowerDrive during the Account registration. You must not lend, lease or transfer the Mobile Device to any other person for the purpose of accessing Your Account without PowerDrive’s prior written consent.

6. Your Relationship with PowerDrive

6.1 You acknowledge and agree that PowerDrive’s provision to You of the Driver App and/or the Services creates a direct business relationship between PowerDrive and You. PowerDrive does not, and shall not be deemed to, direct or exercise any general rights of control over You and Your activities. You retain the absolute discretion to accept, decline, or cancel any request for Transportation Services via the Driver Application and to determine how long You wish to use the Services for. If You no longer wish to use the Services, You can choose to cease doing so at any time. You have complete discretion as to whether to use the Services. You are also free in Your absolute discretion to engage in any occupation or business of Your choosing.

6.2 Your relationship with PowerDrive is that of an independent contractor. You expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship (including from a labour law, tax law or social security law perspective), between PowerDrive and You, nor result in You being engaged by PowerDrive as a worker or a deemed worker; and (b) no joint venture, partnership, or agency relationship exists between PowerDrive and You. You have no authority to bind PowerDrive and You undertake not to hold Yourself out as an employee, agent, worker or representative of PowerDrive.

6.3 If, notwithstanding clauses 6.1 and 6.2, You are found to be an employee, agent, worker or representative of PowerDrive or any PowerDrive Group Company by mandatory provision of Applicable Law, You agree that any payments made to You will be taken to be inclusive of: (a) superannuation contributions; (b) social security and insurance contributions and premiums, employee insurance contributions and premiums, compulsory government saving fund contributions and equivalent contributions; and (c) amounts equivalent to all taxes (including but not limited to income taxes) payable by You in respect of those payments; and (d) equivalent or analogous payments or liabilities in any jurisdiction, in each case that PowerDrive may be required to pay by such mandatory provision of Applicable Law.

7. Financial Terms

Driver Wallet

7.1 Payments to and from You made under this Agreement will be administered via the Driver Wallet, and You grant to PowerDrive the full power and authority to receive any amounts payable to You on Your behalf and to deduct any amounts payable to PowerDrive in accordance with this Agreement. Subject to the terms of this Agreement, You may withdraw the balance in Your Driver Wallet via the Driver Application. You must designate a valid local currency account with a bank in the Territory to receive such balance.

Driver Application

7.2 Payment for Your use of the Services shall be made in accordance with clause 7.8. The download and/or use of the Driver Application is provided for You to receive the Services and is provided on a royalty-free basis.

User Fees and Additional Charges

7.3 You are entitled to charge Users a fee for Transportation Services, which may include:

7.3.1 a fee (metered or otherwise) for each instance of Transportation Services;

7.3.2 any other amounts payable by the User to You in accordance with the User Terms of Use or the Policies; and

7.3.3 any applicable taxes in respect of the above, calculated in accordance with Applicable Law

(together, the User Fees).

7.4 You may be allowed to charge Users and/or other parties certain additional fees, which may include:

7.4.1 any tolls, road-usage charges, parking charges, building or area entrance charges, and any other applicable surcharges (such as but not limited peak hour and midnight surcharges), necessarily incurred by You during the provision of Transportation Services;

7.4.2 any cancellation charges;

7.4.3 any other amounts in accordance with the User Terms of Use or the Policies; and

7.4.4 any applicable taxes in respect of the above, calculated in accordance with Applicable Law

(together, the Additional Charges).

7.5 As part of the Services, PowerDrive facilitates the User’s payment of the User Fee and Additional Charges by suggesting the fee for each instance of Transportation Services, any cancellation or other charges and/or taxes (as applicable), which are calculated via the Driver Application or via the Mobile Data Terminal located in Your Vehicle (where applicable). All other charges must be manually entered by You into the Driver Application (without mark-up). If You fail to enter such amounts, You may not be able to recover them. You have the right to agree with the User on a different fee for provision of the Transportation Services, such agreed fee to be applied only after notification to PowerDrive and reflected as the fee for Transportation Services in the Driver Application.

7.6 PowerDrive may update the basis on which any component of User Fees or Additional Charges (as applicable) is calculated via the Driver Application, at any time in its absolute discretion. Any such update will be notified to You. Any User Fees or Additional Charges on or after the date on which the update takes effect shall be subject to the updated calculation.

7.7 You acknowledge and agree that PowerDrive may, to the extent permitted by Applicable Law, adjust or cancel the User Fees or Additional Charges (or any part thereof) payable in connection with a particular instance of Transportation Services, acting reasonably (for example, where PowerDrive determines that there is an error in the original calculation, that You have not complied with this Agreement or the Policies, that a fee was charged when it should not have been (or vice versa), or in the case of a complaint from a User).

Payment Methods

7.8 Users may choose to pay the User Fees, the Additional Charges, and any other amounts payable by Users to PowerDrive, by the payment methods offered via the User Application from time to time, including (where applicable) cash, third-party payment processor (e.g., GCash, PayPal, or PayMaya), credit or debit card or by using Vouchers, as follows:

7.8.1 for cash payments, Users will pay the User Fees and Additional Charges payable to You, and any other amounts payable by Users to PowerDrive, directly to You. For this purpose, You agree to collect any amounts payable by Users to PowerDrive on behalf of PowerDrive, and that PowerDrive is entitled to deduct such amounts, together with any other amounts You owe to PowerDrive (including the Service Fee) from Your Driver Wallet;

7.8.2 for any non-cash payments, the amount of the User Fees and Additional Charges, after deduction of any amounts owed to PowerDrive (including the Service Fee), will be credited into Your Driver Wallet via the Driver Application.

7.8.3 PowerDrive reserves the right to distribute promo code to Users at our discretion on a per promotional basis. You are required to accept the use of promo code only when the User applies the code in-app to a Transportation Service using card payment and/ or third-party payment processor. If the use of promo codes is suspected as being fraudulent, illegal, used by You in conflict with our Agreement relating to promo code use, then the promo code may be canceled and the outstanding amount will not be reimbursed by PowerDrive to You.

Service Fees

7.9 PowerDrive will receive a service fee equal to a certain percentage of the User Fees, or may deduct a flat amount from the User Fees (less any applicable tax component therein) received or receivable by You, on a per-transaction basis, as payment for Your use of the Services (Service Fees). Service Fees shall be inclusive of VAT/GST. Service Fees are non-refundable. The relevant percentage will be calculated via the Services from time to time and may be applied at any time by PowerDrive. PowerDrive may update the basis on which the Service Fees are calculated via the Services, at any time in its absolute discretion. Any such update will be notified to You. Any Service Fees payable to PowerDrive on or after the date on which the update takes effect will be subject to the updated calculation. As part of the Services, a receipt or transaction history will be generated for each instance of Transportation Services, documenting the User Fees payable by the User in each instance.

7.10 PowerDrive will deduct the Service Fees, as well as any amount You owe to PowerDrive or its Group Companies and any other amounts PowerDrive is required to withhold or deduct by Applicable Law, from Your Driver Wallet, at a frequency determined by PowerDrive in its discretion from time to time.

7.11 You acknowledge and agree that PowerDrive may:

7.11.1 require You to maintain an amount of money above a certain threshold in Your Driver Wallet, as determined and specified by PowerDrive at its sole discretion from time to time;

7.11.2 deduct or set-off from amounts owed to You (including the User Fees or any incentive payments) any amounts that You owe to PowerDrive (including the Service Fees), or require You to remit to PowerDrive any amounts that have been incorrectly remitted to Your designated bank account

7.11.3 where You have authorized a third party to receive amounts in Your Driver Wallet, disable the function allowing You to withdraw the balance in Your Driver Wallet, and/or remit such amounts to such third party and, for this purpose, PowerDrive shall be entitled to rely on any written authorization provided to PowerDrive by You and/or such third party without further inquiry; and

7.11.4 without prejudice to PowerDrive’s other rights and remedies, suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent, illegal or may involve any criminal activity or where it reasonably believes You or the User are in breach of this Agreement or the Policies. In such an event, You shall not hold PowerDrive liable for any withholding of, delay in, suspension of, or cancellation of, any payment (including any User Fees or incentive payments) to You, and for this purpose, PowerDrive shall be entitled to deduct any amounts from Your Driver Wallet.

Taxes

7.12 This Agreement shall be subject to all applicable prevailing statutory taxes, duties, fees, charges and/or costs, however denominated, as may be in force and in connection with any applicable future taxes that may be introduced at any point of time.

7.13 You agree that You are solely responsible for taxes on Your own income arising from Your performance of the Transportation Services. You warrant that You will perform the necessary obligations imposed by the relevant tax or revenue authority in relation to the reporting of Your income and payment of taxes on the same.

7.14 You agree that PowerDrive may in its sole discretion (but subject always to clause 6) declare, collect and/or pay any relevant taxes on Your behalf, and disclose all necessary or relevant information to the relevant tax or revenue authority for such purposes. To the extent authorized or permitted under Applicable Law, PowerDrive shall be entitled to withhold or deduct any amounts from Your Driver Wallet for the purpose of declaring, collecting, and/or paying any relevant taxes on Your behalf.

7.15 You agree to do everything necessary and required by Applicable Law to enable, assist and/or defend PowerDrive to claim or verify any applicable input tax credit, set off, rebate or refund in respect of any taxes paid or payable in connection with the Services.

8. Promotions

8.1 From time to time PowerDrive may run promotions, provide gift cards, referrals or loyalty programs which will offer You or Users discounts or additional fees for using the Services. PowerDrive will notify You of offers that You are eligible to accept from time and any additional promotional terms and conditions. Where a promotion offers You a bonus for completing a set numbers of transactions, You must not do anything in fulfilment of this promotion which may be deemed fraudulent. All transactions must involve the provision of bona fide Transportation Services to Users and You must not create any fake or fictitious User profiles in transaction to qualify for any bonus payment. To achieve a promotional bonus, all transactions completed must be for the provision of Transportation Services to independent third parties and must not relate to Transportation Services to family members, friends or people known to You. PowerDrive reserves the right to report any fraudulent activities to relevant law enforcement authorities.

8.2 Referral bonus to the Driver who refers a new User to use PowerDrive Services. A new User is defined as someone who has never availed of PowerDrive Services either through the Software or via other methods of booking. The Driver’s entitlement to receive referral bonus and the payment of such bonus by PowerDrive shall be subject to the conditions set forth in the referral policy. This policy forms part of the Terms and Conditions and by accepting these Terms and Conditions, the Driver also accepts and agrees to the referral policy, as may be amended from time to time.

9. Warranties, Indemnities and Liability

Indemnities

9.1 By accepting these Conditions you agree to defend, indemnify (compensate) and hold PowerDrive, its affiliates, its customers, its licensors, and each of their officers, directors, other users, members, employees, attorneys and agents, harmless from all and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees) arising out of or in connection with:

9.1.1 Your breach of any term of this Agreement, the Policies, or any Applicable Law;

9.1.2 Your provision of the Transportation Services;

9.1.3 Your use of the Services;

9.1.4 taxes and tax liabilities, duties, levies, claims and penalties that are imposed on You and/or on any PowerDrive Group Company in connection with Your own income arising from Your performance of the Transportation Services or otherwise arising from Your failure to comply with Your tax obligations; and

9.1.5 any claim asserting that You are an employee, worker, agent or representative of PowerDrive or any PowerDrive Group Company, or if You may be deemed to be an employee, worker, agent or representative of PowerDrive or any PowerDrive Group Company, any claims by any other person, entity, regulator or government authority based on such implied employment, worker, agency or representative relationship, including in respect of superannuation contributions, wages, duties, withholdings, social security and insurance contributions and premiums, employee insurance contributions and premiums, compulsory government saving fund contributions and equivalent or analogous payments or liabilities in any jurisdiction,

and, for this purpose, PowerDrive shall be entitled to deduct any amounts from Your Driver Wallet.

Basis on which the Services are provided

9.2 The Services are provided “as is” and “as available”. To the maximum extent permitted by Applicable Law, PowerDrive disclaims all representations and warranties, express, implied or statutory, save as expressly set out in this Agreement, including any warranties of merchantability, fitness for a particular purpose, reasonable care and skill and non-infringement.

9.3 Without limitation to clause 9.2, PowerDrive makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the Services, or that the Services will be uninterrupted or error-free, or will operate in combination with any other hardware, software, system or data, or that any data will be accurate or reliable. PowerDrive does not guarantee the quality, suitability, safety or ability of third-party providers. PowerDrive does not guarantee that Your use of the Services will generate any minimum number of requests for Transportation Services or any minimum User Fees for You. The Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications including the device used by You or the User being faulty, not connected, out of range, switched off or not functioning. PowerDrive is not responsible for any delays, delivery failures, damages or losses resulting from such problems.

Exclusions and limitations of liability

9.4 Nothing in this Agreement limits or excludes a party’s liability for death or personal injury caused by negligence, for fraud, or for any other liability to the extent it cannot be limited or excluded under Applicable Law.

9.5 To the maximum extent permitted by Applicable Law, PowerDrive shall not be liable for:

9.5.1 indirect, incidental, special, exemplary, punitive or consequential damages;

9.5.2 loss of use, lost profits, lost data, lost business, lost goodwill, lost contracts or lost opportunity; and

9.5.3 personal injury or property damage,

arising from, related to or otherwise in connection with the Services or this Agreement, whether in contract, tort, breach of statutory duty or otherwise.

9.6 To the maximum extent permitted by Applicable Law, in no event shall PowerDrive’s maximum aggregate liability arising under and in connection with the Services and/or this Agreement, whether in contract, tort, breach of statutory duty or otherwise, exceed the Service Fees paid to PowerDrive in connection with Your Account in the six (6) month period immediately preceding the event giving rise to the claim.

9.7 Any claims You have against PowerDrive under or in connection with the Services or this Agreement must be notified to PowerDrive within one year after the events giving rise to such claim, failing which (to the maximum extent permitted by Applicable Law) You will forfeit any rights and remedies You have in respect of such claim.

10. Term and Termination

10.1 This Agreement shall commence on the date accepted and agreed to by You and shall continue until terminated as set forth herein.

10.2 PowerDrive may terminate this Agreement:

10.2.1 at any time for any reason by giving notice to You;

10.2.2 immediately, with or without notice, if You are in breach of any term of this Agreement, without prejudice to PowerDrive’s other rights and remedies; and

10.2.3 immediately, with or without notice, if You are breach of any other agreement with PowerDrive.

10.2.4 or deactivate Your Driver ID and/or access to the Driver App and/or Services immediately, without notice, in the event You no longer qualify, under applicable law or the standards and policies of PowerDrive and its Affiliates or partners, to provide Transportation Services or to operate a vehicle, or as otherwise set forth in this Agreement.

10.3 You may terminate this Agreement:

10.3.1 at any time for any reason by giving notice to PowerDrive;

10.3.2 immediately, without notice, in the event of the insolvency or bankruptcy of PowerDrive.

10.4 You are under no obligation to use the Services and may cease using them at any time in Your sole and absolute discretion by permanently deleting the Driver Application from Your Mobile Device, thus disabling Your use of the Driver Application. This Agreement is automatically terminated when You permanently delete the Driver Application from Your Mobile Device or if Your Account is closed.

10.5 On termination or expiry of this Agreement for any reason, You shall:

10.5.1 immediately delete and fully remove the Driver Application from Your Mobile Device;

10.5.2 immediately cease using the Services (save to the extent that You are permitted to use the User Application as a User pursuant to the User Terms of Use); and

10.5.3 promptly (and in any event within three days), pay any money owed to PowerDrive (which shall become immediately due and payable on termination or expiry) (and, for this purpose, PowerDrive shall be entitled to deduct the relevant amount from Your Driver Wallet).

10.6 The parties shall have no further obligations or rights under this Agreement after termination or expiry of the Agreement, without prejudice to any obligations or rights which have accrued to either party at the time it is terminated, save that the provisions of clauses 1, 6, 7.10 to 7.13, 9, 10, 11, 12 and 13 of this Agreement and any other clause which expressly or by its nature is intended to survive, shall continue to have effect after the end of this Agreement.

11. Data and Data Privacy

11.1 By downloading and/or using the App You consent to PowerDrive processing your Personal Data. PowerDrive will process Your Personal Data for purposes connected with the Services. From time to time, PowerDrive may process Your Personal Data in order to notify You of opportunities connected with the Services either directly or by an affiliate of PowerDrive. When processing Your Personal Data, PowerDrive will take appropriate technological measures to protect and keep Your Personal Data secure and shall process Your information in accordance with Data Protection Laws.

11.2 To the extent that You have access to any personal information in connection with the Services, You agree to process it in accordance with Applicable Law, the Policies (including the Privacy Policy) and PowerDrive’s instructions. Without limitation, in using the Services, You may have access to certain User Information. You agree that Your Use of such User Information shall be strictly limited to usage as is necessary in order to perform the Transportation Services in accordance with this Agreement. Without limitation, You shall keep the User Information secure and shall not share the User Information with anyone else, or retain a copy of the User Information, or use it for any other purpose.

11.3 The App may include links to other websites, apps or material which is beyond PowerDrive’s control and which are owned and controlled by third-parties. PowerDrive is not responsible for the content on these links, the internet or World Wide Web pages or any other site or app outside the App. Where the App contain links to other sites or apps or materials provided by third-parties, these links are provided for Your information only. These links are provided as a courtesy to PowerDrive’s Users and are not administered or verified in any way by PowerDrive. Such links are accessed by You at Your own risk and PowerDrive makes no representations or warranties about the content of such websites or apps and cannot be held liable for the content and activities of these websites or any losses You suffer as a result of using such third-party websites. PowerDrive may provide links to third party websites or apps that use cookies on users to collect data and/or to solicit personal information. As a result, PowerDrive strongly recommends that You read the privacy policies and terms of use of any third-party websites or apps prior to using them.

Electronic Communications

11.4 When You use the App or send us emails or use pop ‑ ups or make calls, You may be communicating with PowerDrive electronically. PowerDrive will communicate with You by email, pop ‑ up, phone, text or by posting notices on the PowerDrive website. You agree that all agreements, notices, disclosures and other communications sent to You electronically satisfy any legal requirement that such communications should be in writing.

12. Disputes

12.1 The General Terms and Agreement (and any and all disputes arising out of or in connection with this Agreement (including any alleged breach, or challenge to the validity or enforceability, of this Agreement or any provision hereof)) shall be governed by and construed and enforced in accordance with the laws of Republic of the Philippines.

12.3 Any and all disputes arising out of or in connection with this Agreement will be finally settled by binding arbitration regulated by the Civil Code of the Philippines (which Rules are deemed to be incorporated by reference into this Agreement) by one arbitrator, appointed in accordance with the Rules. The arbitration will take place in the Philippines and the language of the arbitration will be English and/ or Tagalog.

13. General

13.1 PowerDrive shall not be liable for delay or failure in performance resulting from causes beyond PowerDrive’s reasonable control.

13.2 You shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of PowerDrive or any of its affiliated companies.

13.3 PowerDrive may amend this Agreement at its sole discretion from time to time. PowerDrive will use its reasonable endeavors to notify You of any material changes to the Agreement; however You agree that it is Your responsibility to review the Agreement regularly and Your continued use of the Services will constitute Your acceptance to the amendments. Otherwise, no addition to or modification of this Agreement will be binding on the parties unless made in writing by the parties.

13.4 The rights of each party under this Agreement may be exercised as often as necessary, are cumulative and not exclusive of rights or remedies provided by law and may be waived only in writing and specifically. Delay in the exercise or non-exercise of any right is not a waiver of that right.

13.5 This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter of this Agreement and supersedes any previous agreement or understanding between the parties in relation to such subject matter. The parties also hereby also exclude all implied terms in fact. In entering into this Agreement, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in this Agreement. Each party irrevocably and unconditionally waives all claims, rights and remedies which but for this clause it might otherwise have had in relation to any of the foregoing. Nothing in this Agreement excludes liability for fraud or any other liability that cannot be limited or excluded under Applicable Law.

13.6 You may not assign, sub-license, transfer, subcontract, or otherwise dispose of any of Your rights or obligations, under this Agreement without PowerDrive’s prior written consent. PowerDrive may at any time assign, sub-license, transfer, subcontract or otherwise dispose of its rights or obligations under this Agreement without notice or consent (save to the extent required by Applicable Law).

13.7 If any Court or relevant authority determines that any part of this Agreement is illegal, invalid or unenforceable under Applicable Law, the remaining parts of this Agreement will remain in full force and effect and the relevant part will be replaced with a provision that is legal, valid and enforceable and that has, to the maximum extent possible, an equivalent effect to the substituted part of this Agreement.

13.8 A person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.

13.9 PowerDrive may give notice to You by means of a general notice published on the Driver Application or otherwise via the Services, the Website, the Policies, or to Your email address set out in Your Account. You must give notice to PowerDrive by email.