HAPPY RIDER, INC.
IMPORTANT NOTICE TO DRIVERS:
Thank you for choosing our Services. These terms of use constitute a legally binding agreement (the “Agreement”) between a third-party service provider (“Driver” “you” “his” “her”) and Happy Rider, Inc., its parent entities, subsidiaries, affiliates, representatives, agents, officers, and directors (collectively, the “Company” “we” “us” “our”) that will govern your relationship with us and your participation in providing any services (“Services”) as a third-party service provider using our applications, products, technologies, websites, software, and platforms (collectively, “Platform”).
By entering into this Agreement, and/or by providing the Services, you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provision in Section 24 below) and accept all of its terms and conditions. If you do not agree to accept the terms and conditions of this Agreement, you may not provide the Services or access or use the Company’s Platform.
We reserve the right to modify the terms and conditions of this Agreement or its policies relating to your relationship with us or your participation in providing the Services at any time, at our sole discretion, effective upon the posting of a modified version of these terms on the Company’s websites or any other platforms. Your continued provision of our Services or use of the Company’s Platform for any reason after these modifications constitutes your acknowledgment of such changes and your agreement to be bound by the modified terms of this Agreement. If at any time you do not agree to the terms of this Agreement or any changes to the terms, you must cease your provision of the Services and your use and access to the Company’s Platform.
We may terminate the Agreement or the Services for any use or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason, in our sole discretion.

TERMS OF SERVICES
(Last Modified on May 15, 2024)
LICENSE TO DRIVER. The Company grants Driver a single, non-exclusive, non-transferable, non-assignable, revocable, and limited license to provide the Services and access and use the Company’s Platform only as required to provide the Services to users or riders (“Users”) who are connected to the Driver through the Company’s Platform, subject to the terms and conditions of this Agreement.

IMPORTANT DISCLAIMER: PLEASE NOTE THAT THE COMPANY PROVIDES THE PLATFORM TO CONNECT DRIVERS AND USERS; IT DOES NOT AND DOES NOT INTEND TO PROVIDE TRANSPORTATION SERVICES OR DELIVERY SERVICES ON ITS OWN, AND IT IS NOT A TRANSPORTATION CARRIER, VEHICLE-FOR-HIRE, TAXICAB OR LIMOUSINE SERVICE; IT DOES NOT OWN VEHICLES OR OTHER CARRIERS; IT IS UP TO THE DRIVER TO DECIDE WHETHER OR NOT TO OFFER THE SERVICES ON OUR PLATFORM AND IT IS UP TO USERS TO ACCEPT THE SERVICES ONCE SUCH USERS HAVE BEEN CONNECTED TO THE DRIVER THROUGH OUR PLATFORM; THE COMPANY DOES NOT EMPLOY DRIVERS OR CONTROL THEIR MODE OR QUALITY OF WORK; THE COMPANY DOES NOT HAVE CONTROL OVER THE QUALITY OR SAFETY OF THE TRANSPORTATION THAT OCCURS AS A RESULT OF THE SERVICES; ANY REQUIREMENTS, RULES, OR STANDARDS FOR SAFETY, OR ANY OTHER EFFORT UNDERTAKEN BY THE COMPANY IS NOT AN INDICATION OF ANY EMPLOYMENT OR AGENT RELATIONSHIP WITH ANY DRIVERS OR USERS; AND THEREFORE, THE COMPANY IS NOT LICENSED AS TAXI COMPANY OR TRANSPORTATION CARRIER.
DRIVER ACCOUNT; QUALIFICATION. To become a Driver, an individual must follow the following steps:
Step 1: Sign up for a Driver account. To qualify for a Driver account, an applicant should meet the following minimum requirements: (i) be at least 18 years of age; (ii) primarily reside in California; (iii) have at least 2 years of driving experience; (iv) have an eligible 4-door vehicle (except for Drivers who will only participate in the Designated Driver Service); (v) have a valid California driver’s license; (vi) have valid vehicle insurance covering one million dollars ($1,000,000.00) for uninsured and underinsured motorists and personal and commercial excess liability insurance covering one million dollars ($1,000,000.00) for death, personal injury, and property damage; (v) pass a 19-point vehicle inspection before providing the Services; and (vi) pass a driver’s test (for Drivers who participate the Designated Driver Service). An applicant must create an account with a valid email address or phone number and accurate account information. If any changes occur, the applicant should immediately update the information.

Step 2: Submit an application and supporting documents. When completing the application, the applicant must upload onto the Platform (i) a valid California driver’s license, (ii) a passing vehicle inspection form, (iii) a profile photo, and (iv) proof of the required insurance mentioned in Step 1.

Step 3: Pass a screening process. The Company will review the applicant’s driving history, vehicle condition, insurance status, and other application information. The Company reserves the right to determine, update, or change Driver standards in its sole discretion from time to time. The applicant will pay a non-refundable inspection fee to schedule an inspection and must pass a 19-point vehicle inspection according to the Company’s internal standards and applicable laws. For the Designated Driver Service only, the applicant must also pass a driver’s test that will be conducted by the Company’s designated agents or persons. For all services, the Company will render a third-party independent contractor to check the applicant’s criminal background and determine whether the applicant passes or fails the check (which is not within the Company’s discretion or control).

Step 4: After the final approval, read and understand this Agreement before activating your account. You are allowed to activate your account as a 1099 independent contractor Driver and begin providing the Services if and only if you agree to all the terms of this Agreement. Your activation or use of the Platform acknowledges that you agree with all of the terms of the Agreement.

Step 5: Complete a training before providing the Services. The training may consist of materials with various content and formats, such as text, videos, presentations, and/or images. To become familiar with the Platform and provide the Services safely and effectively, Driver should complete the training both before commencing the Services and when such training is later updated and required again for all Drivers.
RELATIONSHIP BETWEEN THE COMPANY AND DRIVER. Nothing in these terms will be deemed or construed to render Driver an employee, partner, agent of, or joint venture with the Company for any purposes as a result of these terms or Driver’s use of the Platform or provision of the Services using the Platform. Driver is and will remain an independent Driver in his/her relationship with the Company. Driver does not have the authority to bind the Company in any manner, make any representations or warranties, accept service of process, receive notice, or perform any act or thing on behalf of the Company, except as authorized in writing by the Company. Driver is a 1099 independent contractor of the Company, not the employee thereof. The Company does not control the Driver’s mode or quality of work and does not provide any vehicles or other spaces, tools, supplies, materials, and equipment necessary for Driver to provide the Services to Users, except the Platform; the Company does not withhold any taxes for Driver from the Driver’s Fare or the User Payment (as defined each below); and the Company does not provide any required insurance to Driver for his or her Services. Driver will have no claim against the Company hereunder or otherwise for vacation pay, minimum pay, overtime pay, rest break, meal break, sick leave, retirement benefits, social security worker’s compensation, health or disability benefits, unemployment insurance benefits, employee benefits, or other labor law protection of any kind.

DRIVER REPRESENTATIONS WARRANTIES.
By providing the Services as a third-party service provider on the Company’s Platform, Driver represents, warrants, and agrees that:
Driver will retain the sole right to control or direct the manner in which the Services are to be performed.
Driver will render the Services with diligence and promptness and with the highest professional workmanship and service standards in his/her field of expertise at all times;
Driver will promote and maintain a safe and respectful User experience that is protected from any sexual misconduct or assault while providing the Services;
Driver has and will provide all vehicles, spaces, tools, supplies, materials, and equipment necessary to perform the Services;
Driver will comply, at his/her own expense, with all applicable laws, regulations, requirements, ordinances, and codes with respect to the provision and remuneration of the Services hereunder;
Driver possesses a valid driver’s license, registration, and proof of insurance, is medically and mentally fit to operate a motor vehicle, and has all other appropriate licenses, approvals, and authority to provide transportation to the users of the Company’s Services in any city, county, and state in which Driver is authorized to provide the Services.
Driver owns, or has the legal right to operate, the vehicle he/she uses when providing the Services;
Driver will maintain his/her vehicle in safe, clean, and good operating conditions that meet the industry safety standards and all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind and will preventatively check the vehicle to ensure such conditions before providing the Services;
Driver will only provide the Services using the vehicle that has been reported to, approved by, and registered with the Company, and Driver will not transport more passengers than can securely be seated in such vehicle (and no more than seven (7) passengers in any instance).
Driver agrees to display the Company’s trade dress in both the front windshield on the passenger side and the back windshield on the passenger side;
Driver agrees to get a 19-point inspection every 12 months or 50k miles (including miles driven when not logged into the Platform), whichever occurs first;
Driver agrees to take all mandatory trainings whenever required by the Company from time to time;
Driver will not attempt to defraud the Company or the users of the Platform in connection with his/her provision of the Services or in any other capacity. If Company suspects that Driver has engaged in fraudulent activity, the Company may withhold applicable Driver’s or other payments for the ride(s) in question and take any other action against Driver to the extent permitted by applicable laws.
Driver agrees that the Company may obtain certain information about him/her, including his/her use of the Platform, his/her criminal and driving records, and any other information provided by Driver to the Company, and Driver agrees to provide any further necessary authorizations to facilitate the Company’s access to such information.
Driver has and maintains a valid policy of vehicle and liability insurance (in coverage amounts consistent with this Agreement and all applicable legal requirements) at all times when providing any Services that name or schedule Driver for the operation of the vehicle Driver uses to provide the Services. Driver agrees to provide proof of such insurance and agrees that information regarding such insurance may be released to the Company upon the Company’s reasonable request before Driver commences the Services and anytime thereafter while Driver provides the Services.
Driver will be solely responsible for paying all applicable federal, state, and local taxes based on his/her provision of the Services and any payments received, including but not limited to, personal income tax.
Driver will be solely responsible for payment of all insurance required by government agencies or under applicable laws, including but not limited to, vehicle and liability insurance, workers’ compensation insurance, and license fees.
Driver will comply with the Company’s reasonable requests to provide information such as mileage and inspection report in connection with User complaints, law enforcement requests, or any other incident in connection with Driver or his/her provision of the Service.
DRIVER CONDUCT; PROHIBITED ACTIVITIES. Driver may only access or use the Platform for lawful purposes. When accessing or using the Platform, User is required to comply with all applicable laws in addition to these terms. Driver will not, directly or indirectly, engage in the following activities (collectively, the “Prohibited Activities”) for any reason, nor will Driver permit any other person or entity to engage in Prohibited Activities:
Engaging in reckless, distracted, or impaired driving, including but not limited to, driving unsafely, operating a vehicle that is unsafe to drive, permitting an unauthorized third party to accompany you in the vehicle while providing the Services, driving under the influence of alcohol or drugs, continuing to drive when extremely tired or drowsy, driving while using a device or another device, or taking any other action that harms or threatens to harm the safety of any User, third party, the Company, or member of the Company (Note: In any event, Driver cannot drive more than 12 hours without taking a break);
Speeding or driving too fast based on the current conditions of the road, excessive lane changing, improper passing (including the use of the shoulder), failing to signal, neglecting to stop at a traffic light, road sign, or stop sign, and violating traffic laws, regulations, or ordinance;
Failing to maintain Driver’s vehicle properly, including skipping routine checkups, failing to check brakes, fluid levels, tire tread, or other parts, and ignoring leaks, sounds, or smells;
While providing the Services, operating as a public or common carrier or riding service, accepting street hails, charging for rides (except as expressly provided in this Agreement), demanding that a User pay in cash, using a credit card reader or any payment method to accept payment, or engaging in any other activity in a manner that is inconsistent with Driver’s obligations under these terms;
Discriminating against or refusing to provide the Services to anyone on the basis of race, national origin, religion, gender, gender identity or expression, physical or mental disability (including the refusal of service animals or mobility or life-supporting devices), medical condition, marital status, age, sexual orientation, or the destination of the User. Driver should make reasonable accommodations for Users with mental conditions or disabilities (including securing service animals seated in the backseat or folding mobility devices such as wheelchairs for safe and secure storage in the car’s trunk or backseat) (Note: allergies, religious objections, or a generalized fear of animals cannot be legitimate reasons to deny a service animal);
Making statements that are or could be taken as derogatory, offensive, slurs, hate speech, or attacks on any User, third party, the Company, or member of the Company;
Harassing, annoying, imitating, fighting, bullying, defaming, stalking, or threatening any User, third party, the Company, or member of the Company (Note: staring or leering, asking personal questions, making comments about appearance, flirting, making explicit gestures or comments, displaying indecent material, taking indecent photography/video without consent, soliciting a sexual act, indecently exposure, making verbal threats of sexual assault, masturbating, or attempting to touch, kiss, or penetrate are STRICTLY prohibited at all times, for any reason);
Carrying guns or other weapons or threatening any User, third party, or member of the Company with any weapons or tools;
Damaging, destroying, or stealing property of any User, third party, or member of the Company;
Collecting, uploading, or distributing any personal information or description of any User, third party, or member of the Company;
Engaging in vulgar or abusive language or conduct toward any User, third party, or member of the Company;
Interfering with or disrupting the Services or work of the Company, other Drivers, or any third party;
Restricting or discouraging any other Drivers from using the Services;
Smoking, drinking, or eating in the vehicle when proving the Services;
Offering, attempting, or engaging in unwelcome touching or sexual advances, or other visual, verbal, or physical conduct of a sexual nature to any User, third party, or member of the Company;
Treating any User, third party, or member of the Company in a discourteous, rude, threatening, or offensive manner;
Failing to follow generally accepted safety or health rules and regulations or engaging in conduct that creates a safety or health hazard to any User, third party, or member of the Company, including, allowing a minor to ride without being accompanied by an adult or failing to report an accident involving Driver;
Failing to display the Company’s trade dress in both the front windshield on the passenger side and the back windshield on the passenger side;
Contacting or attempting to contact any User, third party, or member of the Company except as reasonably required to provide the Services (no individual contact is permitted after the completion of the Services);
Providing or attempting to provide the Services in any way that infringes on or violates the Company’s and/or any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights, and publicity or privacy rights;
Violating any law, statute, rule, permit, ordinance, or regulation (including airport pick-up or drop-off rules), or giving rise to civil liability;
Using a false contact or false identification information, impersonating or misrepresenting any person or entity or your affiliation with any person or entity, or otherwise omitting, misrepresenting, or misleading Users or Company as to the origin or source of any entity accessing the Services;
Transferring, lending, sharing, or selling your Account, password, identification, or User’s information to any other person, or letting any other person use your account or provide the Services;
Commercializing, reproducing, selling, reselling, leasing, renting, transferring, distributing, hosting, or otherwise commercially exploiting the Services or any software, technologies, components, and contents related thereto (collectively, the “Technologies”) or otherwise using them for any purpose other than those which are permitted by the Company;
Modifying, hacking, making derivative works of, disassembling, decompiling, reverse compiling, and reverse-engineering the Technologies or any component thereof, or otherwise making use of automation (bots) or other unauthorized third-party software designed to modify the Services experience;
Downloading, copying, or collecting information that could be used to copy all or any part of the Technologies or allow access to or use of the Technologies by any unauthorized person or entity;
Uploading, transmitting, or distributing any computer viruses, worms, Trojan horses, time bombs, logic bombs, cancelbots, corrupted files, or any other software intended to damage or alter the Services, Technologies, or any computer system or data related thereto;
Sending unsolicited or unauthorized advertising, promotional materials, junk mail, spam, political campaign material, chain letters, multi-level marketing offers, or any other form of duplicative or unsolicited messages through the Services, whether commercial or otherwise;
Using the Technologies to create, collect, upload, transmit, display, or distribute any content that (i) violates the rights of any User or third party, (ii) is unlawful, harassing, abusive, tortious, threatening, invasive of another’s privacy, defamatory, false, misleading, pornographic, obscene, offensive, racist, harmful or is otherwise objectionable to any group or individuals, or (iii) is in violation of any law, regulation, or obligations or restrictions imposed by any third party;
Bypassing any measure which the Company may use to prevent or restrict access to Services; and
Imposing an unreasonable or disproportionately large load on the Services or otherwise interfering with the Services.
The Company may take any action it deems necessary to prevent any Driver from engaging in Prohibited Activities or cure the effects thereof, including, without limitation, removing any material, content, or information in violation of this Agreement, suspending, limiting, or terminating Driver’s access to or use of the Platform, or refusing any and all current or future use of the Platform.
INDEMNITY. Driver will defend the Company and its successors and assigns, and each of its officers, directors, employees, representatives, and agents, against all claims asserted by any person based upon (a) any act or omission of Driver or any party under the direction or control of Driver, or (b) any breach of these terms by Driver or any party under the direction or control of Driver. For all such claims, Driver will reimburse the Company for all costs, expenses, or judgments finally awarded in relation thereto (including court costs and reasonable attorney’s fees). Driver will notify the Company promptly of any matters in respect of which the foregoing indemnity may apply.
Confidentiality. Driver acknowledges that during the engagement under the Agreement Driver will have access to and become acquainted with various trade secrets, inventions, intellectual property, innovations, source code, processes, information, records, specifications, and any other confidential information owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, login identifications, passwords, accounts, procedures, projects, programs, and affairs of the Company (collectively, the “Confidential Information”). Driver agrees that Driver will not disclose any Confidential Information, directly or indirectly, or use any Confidential Information in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, blueprints, specifications, computer files, information, letters, notes, media lists, original artwork/creations, notebooks, and similar items relating to the business of the Company, whether prepared by Driver or otherwise coming into Driver’s possession, will remain the exclusive property of the Company. Driver will not retain any copies of the foregoing without the Company’s prior written permission. Upon the expiration or earlier termination of these terms, or whenever requested by the Company, Driver will immediately deliver to the Company all such files, records, documents, specifications, information, and other items in Driver’s possession or under Driver’s control. Driver further agrees that Driver will not disclose the terms of this Agreement to any person without the prior written consent of the Company and will at all times preserve the confidential nature of Driver’s relationship to the Company and of the Services rendered under the Agreement.
PRIVACY AND COMMUNICATIONS. Driver agrees that there is no expectation of privacy for interactions with Users or the Company on the Platform. Driver agrees that any messages or other communication sent from his or her Account or on the Platform, whether in chats, forums, email addresses, in-app communications, push notifications, or any other medium may be accessed, reproduced, sent, or distributed by the Company as the Company decides. The Company will fully cooperate with law enforcement and other governmental entities in policing the content of the Services. Driver agrees that the Company is permitted to send Services-related communications through the Platform or via other methods. Driver further agrees to receive communications that do not contain solicitation. Any marketing-related messages will have opt-out instructions. In providing the Services, Driver further agrees that the Company or a third-party provider may take pictures or record video or audio of Driver and Driver’s properties in connection with Driver’s provision of the Service for safety, service completion, or dispute resolution. For more information regarding the Company’s use of your personal information, please see our Privacy Policy.
No Account Transfers. Driver may not assign or otherwise transfer the Account or the license to any other person or entity. Driver may not buy, sell, give, or trade any Account, nor attempt to buy, sell, give, or trade any Account or the license to provide the Services. The Company owns, has licensed, or otherwise has rights to all the content that appears on the Services and Platform, including Accounts.
Data Process; Withdrawal. After Driver’s Account is terminated or Driver requests Account’s closure, the Company may maintain Account-related information (including information from any connected third-party services) for one (1) year after termination, after which the Company will delete all such information. In certain cases, the Company may need to retain certain information to resolve disputes, enforce its agreements, and comply with technical or legal requirements related to the Driver’s provision of the Services.
SERVICE SPECIFIC RULES.
In addition to other terms herein, Drivers is bound by the following rules applicable to the respective Services.
Single Ride. When providing a standard ride service to User, Driver must ensure that Users are seated properly with a seatbelt and in the rear seat at all times, if possible. If User engages in any conduct endangering himself/herself, Driver, or others, or interferes with Driver’s Services at any time during the Service, Driver may stop the Services and take pictures or record video audio to record the incident. In the event that an accident occurs during the provision of the Service, Driver must first secure his or her own safety and then the safety of others, report the accident to the police and the Company, and take pictures and/or record video or voice to share with the Company at its request.
Designated Driver Service. In providing the Designated Driver Service to pick up and drive User and User’s vehicle from a designated pickup place to a designated destination, Driver must check the condition of User’s vehicle, take pictures and record video of the interior and exterior of the vehicle before and after driving, familiarize himself/herself with the vehicle’s functions and operation, and ask any necessary information about the car to User. Before starting the vehicle, Driver should ensure that User is properly seated in the rear seat with a seatbelt at all times. If User refuses or fails to do so at any time during the Service, Driver may refuse to provide or stop providing the Designated Driver Service and leave the vehicle. If User engages or attempts to engage in any conduct endangering himself/herself, Driver, or others, or interferes with Driver’s Services, Driver may take pictures or record video audio to record the incident. In the event that an accident occurs during the provision of the Service, Driver must first secure his or her own safety and then the safety of others, report the accident to the police and the Company, and take pictures and/or record video or voice to share with the Company at its request. When Driver arrives at the designated destination, Driver must take and upload a picture of User’s vehicle at the destination and receive User’s signature on the arrival confirmation.
Pet Service. Before providing the Pet Service to pick up and drive User’s pet from a designated pickup place to a designated destination, Driver must check the identity of the pet and become familiar with the pet’s information and safety features. In addition, before starting the vehicle, Driver must ensure that User keeps the pet in a locked carrier and properly utilizes all other applicable safety measures at all times as required to avoid any accident or injury to the pet, persons, or properties while providing the Pet Service. When Driver arrives at the designated destination, Driver must take and upload a picture of User’s vehicle at the destination and receive User’s signature on the arrival confirmation.
Delivery Service. Before providing the Delivery Service to pick up and drive certain items from a designated pickup place to a designated destination, Driver should carefully check the subject item and the delivery information, such as the pickup time, the sender’s name and contact information, the recipient’s name and contact information, and a detailed description of the item to be delivered (including its size, weight, and type, if applicable). The Driver must deliver all items with care, but if the item is not properly packed, Driver must refuse or suspend providing the Service until User properly packages the item. If Driver suspects that User is attempting to deliver prohibited items, including, without limitation to, alcoholic beverages, tobacco, drugs, hemp/CBD, or illegal or restricted substances; articles of high or unusual value; articles of high personal value; ammunition; biological or chemical substances; human or animal body parts or specimens; live animals; firearms and weapons; gasoline or liquid; explosives, flammable, infectious, volatile, corrosive, or radioactive materials; skins or furs; arts and collectibles; jewelry, gems, other precious metals, cash, vouchers, tokens, credit cards, debit cards, or any payment methods; perishables or fragile items; fake or counterfeit goods; smuggled or illegal items; or any other hazardous or dangerous goods or materials (collectively, “Prohibited Items”) or is falsifying any delivery information, Driver must notify the Company of such suspicions and may refuse to provide the Service until such items are verified to be in compliance with the Company’s policies and applicable laws to ensure the safety of persons and properties. When Driver delivers the item at the designated destination, Driver must take and upload a picture of User’s vehicle at the destination and receive User’s signature on the arrival confirmation.
USER PAYMENT; DRIVER FARE; PLATFORM CHARGE. Driver is entitled to earn and receive a driver fare (“Driver Fare”) for a completed provision of the Services. The Driver Fare consists of (i) the user payment (“User Payment”) the Company collects for Driver through the Platform minus (ii) the platform fee (“Platform Fee”) the Company charges the Driver for his or her use of the Platform to provide the Services to Users. User Payment includes (i) a base fare for the completed trip at a rate as determined by the Company from time to time in its sole discretion, (ii) an incremental fare based on multiple factors (such as the actual time and distance of the ride and the time of the ride), (iii) tips provided by a User to Driver and (iv) any tolls, local fees, airport fees or other surcharges the Company collects for remittance to Driver, as applicable, The Platform Charge includes the Platform service fee, third-party service expenses that the Company collects for remittance to such third party, and taxes under applicable laws. The detailed calculation and payment record of the Driver Fare will be shown on the Driver’s dashboard after the completion of the Services. The Driver Fare will be paid to his/her designated account via wire transfer on a weekly basis.
The Company reserves the right to adjust or withhold all or a portion of a Driver Fare owed to you (except for tips) to the extent permitted by applicable laws (i) if the Company believes that Driver has engaged or attempted to engage in any Prohibited Activities, breached any of Driver’s obligations under these terms, or abused or attempted to abuse the Platform; (ii) in order to resolve a User complaint; (iii) if a refund is made to Users; or (iv) if Driver fails to complete the Services. The Company may, at its sole discretion, sell a gift card (“Happy Money”) of varying value to a User to pay for the Services or a gift card (“Happy eGift Card”) of varying value to a third-party user to pay for the Services; give redeemable virtual points (“Happy Mileage”) at the rate determined by the Company; or offer promotional, redeemable virtual points, coupons, or discounts (“Promotion Point”). However, such sales or offerings will not impact the Driver Fare owed to you.
THIRD-PARTY SERVICES. In connection with Driver’s use of our Platform or the Technologies, Driver may acquire or obtain access to various services from third-party providers (“Third-Party Services”), including, without limitation to, application or software developers and platform providers. The Company will not be responsible for examining, evaluating, or monitoring the content, quality, appropriates, completeness, or accuracy of any Third-Party Services and will not be liable for such Third-Party Services provided on our Services or the third-party service provider’s actions or omissions. Driver will use the Third-Party Services at his/her sole risk. The Company reserves the right to change, suspend, remove, disable, or impose access restrictions or limits on any Third-Party Services at any time without notice or liability to Driver. In the event of a conflict in the terms of any Third-Party Services terms and this Agreement, the terms of this Agreement will control with respect to the Company and Drivers.
THIRD-PARTY COMPONENTS AND SOFTWARE. Without limiting the foregoing, the Technologies may include Third-Party Components (as defined below), and Third-Party Software (as defined below), including, without limitation to, Adyen, authorize.net, Checkr, SendGrid, Twilio, and Zen Payment, which may be provided from time to time in conjunction with the Technologies. Driver’s use of the Third-Party Components and Third-Party Software (including any updates or upgrades thereto) may be subject to separate or additional terms and conditions. These separate or additional terms and conditions, if any, will be made available in a text file accompanying the Software and/or, in the case of Third-Party Software, may be made available when Driver uses or installs the Third-Party Software for the first time. With respect to Third-Party Software provided to Driver by the Company, the Company is only able to provide such software with Driver’s understanding, acknowledgment, and agreement that such software (a) is provided as a convenience to Driver only; and (b) if it is not accompanied by a separate software license, it is subject to the terms and conditions of these terms as though it were Licensed Software, except that in all cases it is provided by the Company "AS IS" and "AS AVAILABLE" with no express or implied conditions, endorsements, guarantees, representations, or warranties. If Driver wishes to obtain Third-Party Software on other terms, Driver should acquire such Third-Party Software directly from its suppliers. In no event will such separate Agreements or additional terms and conditions between Driver and the supplier be binding on the Company or impose any additional obligations, or obligations inconsistent with the terms of this Agreement, upon the Company whatsoever. To the extent that any particular Third-Party Component is covered by additional terms and conditions that provide Driver with rights to use, copy, distribute, or modify all or part of such Third-Party Component more broadly than the rights afforded Driver under these terms for the Software, then, solely to such extent, Driver may exercise such broader rights without breaching the terms of these terms for the remainder of the Software for which Driver obtained the benefit of such broader rights, provided that Driver provides proof of such additional rights upon the Company’s request.
"Third-Party Components" means software and interfaces licensed by the Company from a third party for incorporation into a Company software product and distributed as an integral part of the Company software product under the Company brand but does not include Third-Party Software. "Third-Party Software" means standalone software applications proprietary to a third party that are provided by the Company or its authorized distributors and are bundled with, or separately for use with, the Technologies.
MODIFICATION, TERMINATION, AND MONITORING OF THE PLATFORM. The Company reserves the right to modify or discontinue the Platform (or any part of the Platform) with or without notice at any time. Driver agrees that the Company will not be liable to them or any third party for any modification, suspension, or discontinuance of the Platform.
The Company reserves the right to monitor the use of the Platform to determine compliance with these terms, as well as the right to edit, refuse to post, or remove any content, information, or materials, in whole or in part, at its sole discretion. The Company reserves the right to refuse access to the Platform to Driver, and to disable or disqualify any Driver from providing the Service upon the breach of this Agreement by Driver at any time.
The Company reserves the right to, but is not required to, monitor Drivers’ conduct and communications to evaluate the quality of Services provided, compliance with the Agreement, security of the Platform, or for any other reason. Driver agrees that such monitoring activities will not entitle them to any cause of action or other right with respect to the manner in which the Company or its affiliates or agents monitor content and other communications and enforces or fails to enforce the terms of the Agreement. Neither the Company nor any of its affiliates or agents will be liable for any costs, damages, expenses, or any other liabilities incurred by Driver as a result of the Company’s monitoring activities or those of its affiliates or agents.
SECURITY OF DATA TRANSMISSION AND STORAGE. Electronic communications or data using the Platform may not always be encrypted. Driver acknowledges that there is a risk that data, including email, electronic communications, and personal data, may be accessed by unauthorized third parties when communicated between Driver and the Company or between Driver and other parties. Additionally, Driver’s communications and content on the Platform may be publicly available to other parties.
INTELLECTUAL PROPERTY RIGHTS. The contents, documents, information, materials, organization, graphics, images, icons, logos, designs, compilation, digital conversion, ideas, procedures, processes, systems, methods, and concepts embodied related to the Platform, or other third-party services related in any way to the Platform will be the copyrights, trademarks, Services marks, trade names, trade secrets, and/or other proprietary or intellectual property of the Company. Driver’s license to access or use the Platform hereunder is not a sale of a copy, redistribution, use, or publication of any part of the Platform and does not render Driver the owner of such copy, restriction, use, or publication thereof. Ownership of the technologies and all related components and technologies will at all times remain with the Company, regardless of who may be deemed the owner of the tangible media in or on which the technologies may be copied, encoded, or otherwise fixed, and Driver is strictly prohibited from using them without the Company’s written prior consent.
DISCLAIMER OF WARRANTIES. Driver’s use of the Platform is entirely at Driver’s own risk without warranty of any nature.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, DRIVER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE OF THE PLATFORM, INCLUDING ANY THIRD-PARTY SERVICE AND CONTENT, IS AT DRIVER’S SOLE RISK ONLY. THE PLATFORM PROVIDED HEREUNDER IS PROVIDED “AS IS,” WITHOUT WARRANTIES OR PROMISES, WHETHER EXPRESS OR IMPLIED, OR BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE. THE ENTIRE RISK AS TO THE SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT OF SUCH SOFTWARE (IF ANY) SHALL REMAIN WITH DRIVER AT ALL TIMES. THERE IS NO REPRESENTATION OR WARRANTY HEREIN PROTECTING DRIVER FROM INTERFERENCE WITH HIS/HER ENJOYMENT OR INFRINGEMENT OF HIS/HER RIGHTS. THE COMPANY DISCLAIMS ANY AND ALL OTHER EXPRESS OR IMPLIED REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE PLATFORM, INCLUDING ANY THIRD-PARTY SERVICE OR CONTENT, OR ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT, OR THAT DRIVER’S USE OF THE SOFTWARE WILL BE UNINTERRUPTED, VIRUS-FREE, OR ERROR-FREE. DRIVER ACKNOWLEDGES THAT NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES ARE MADE BY ANY PROVIDERS OF THIRD-PARTY SERVICES HEREIN.
LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE TO DRIVER OR ANY OTHER PERSON FOR ANY LOST FUNDS, LOST SAVINGS, LOST DATA, OR OTHER SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS OR ANY SERVICES FURNISHED OR TO BE FURNISHED BY THE COMPANY, WHETHER SAID SERVICES ARE THE TECHNOLOGIES OR ANY THIRD-PARTY SERVICE OR CONTENT UNDER THESE TERMS, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. NOTWITHSTANDING ANYTHING CONTRARY HERETO, THE AGGREGATE LIABILITY OF THE COMPANY UPON ANY CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO THESE TERMS OR ANY PRODUCTS OR SERVICES FURNISHED OR TO BE FURNISHED BY THE COMPANY UNDER THESE TERMS SHALL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE DRIVER FEE YOU ARE UNTITLED TO RECEIVE FROM THE COMPANY UNDER THESE AGREEMENT.
EACH DRIVER EXPRESSLY UNDERSTANDS AND AGREES THAT THE COMPANY IS NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF FUNDS, GOODS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM THE USE OR THE INABILITY TO USE THE PLATFORM OR ANY OTHER MATTER RELATING TO THE PLATFORM.
THE COMPANY HAS NO LIABILITY WITH RESPECT TO THE ACTIONS OR OMISSION OF USERS, OTHER DRIVERS OR THIRD-PARTY SERVICE PROVIDERS, THE CONTENT OF THE PLATFORM, OR ANY PART OF THE PLATFORM, INCLUDING ERRORS OR OMISSIONS CONTAINED IN THE PLATFORM, LIBEL, INFRINGEMENTS OF RIGHTS OF PUBLICITY, PRIVACY, TRADEMARK RIGHTS, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS OF PRIVACY, MORAL RIGHTS, OR THE DISCLOSURE OF CONFIDENTIAL INFORMATION.
IN NO EVENT WILL THE COMPANY BE LIABLE TO DRIVER OR ANY OTHER PERSON FOR DEATH, SICKNESS, OR INJURY OF ANY PERSON, LOSS OF OR DAMAGE TO VEHICLE OR OTHER PROPERTIES, OR OTHER SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO DRIVER’S PROVISION OF THE SERVICES. NOTWITHSTANDING ANYTHING CONTRARY HERETO, THE AGGREGATE LIABILITY OF THE COMPANY UPON ANY CLAIMS HOWSOEVER ARISING OUT OF OR RELATING TO DRIVER’S PROVISION OF THE SERVICES SHALL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE AMOUNT RECEIVED BY DRIVER FROM THE COMPANY FOR SAID SERVICE.
INDEMNIFICATION. Each Driver agrees that it will indemnify, defend and hold harmless the Company, its respective officials, directors, employees, members and agents (collectively, the “Indemnitees”), from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities (including, without limitation, reasonable attorney’s fees), suffered directly or indirectly by any of the Indemnitees to the extent of, or arising out of, (i) any breach of any covenant, representation or warranty made by Driver in these terms, (ii) any failure by Driver to perform or fulfill any of its obligations, covenants or agreements set forth in these terms, (iii) the negligence or intentional misconduct of Driver, (iv) any failure of Driver to comply with any Applicable Law, or (v) any litigation, proceeding or claim by any third party relating in any way to the obligations of Driver under these terms. The amount and type of insurance coverage requirements set forth herein will in no way be construed as limiting the scope of the indemnity in this paragraph. The indemnity obligations of Driver under this Article will survive the expiration or termination of these terms.
PERSONAL INFORMATION. Certain personal and other information that the Company collects, processes, and shares is subject to its Privacy Policy. As a condition of using the Platform, Driver agrees to the terms of the Privacy Policy, as may be changed from time to time. The Company’s Privacy Policy is incorporated herein. In accessing and using the Platform, Driver consents to such collection and use of certain information as set forth in the Privacy Policy incorporated herein.
DISCLOSURES REQUIRED BY LAW. The Company reserves the right to disclose any information, including personally identifiable information about Driver, as necessary to satisfy any applicable law, regulation, legal process, or governmental request. The Company reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity of any Driver believed to be in violation of these terms or any applicable laws or regulations. By accepting these terms, Driver waives all rights and agrees to hold the Company harmless from any claims resulting from any action taken by the Company during its investigations or from any actions taken as a consequence of investigations by either the Company or law enforcement authorities.
CALIFORNIA RESIDENTS.
Consumer Rights. Under Cal. Civil Code § 1789.3, the Company hereby notifies Driver that (i) the Company is located at 7677 Stage R., #95, Buena Park, CA 90621, USA, (ii) the fees and charges for the Platform vary depending on the specific Services selected by Driver, and (iii) if Driver has a complaint regarding the Company or desires further information on use of the Platform or any of the Company’s Services, you contact the Company’s customer support at driversupport@happyrider.us. For complaints, Driver may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 “R” Street, Sacramento, California 95814 or by phone at 1-916-445-1254 or (800) 952-5210.
General Release. If Driver is a California resident, Driver agrees to waive California Civil Code § 1542, and any similar provision in any other jurisdiction which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his/her favor at the time of executing the release, which, if known by him/her must have materially affected his/her settlement with the debtor.”
Governing Law and Jurisdiction. The Agreement, and all future agreements Driver enters into with the Company, unless otherwise indicated on such other agreement, will be governed by the laws of the State of California. This is the case regardless of whether Driver resides or transacts business with the Company, its affiliates or agents, or any of the third-party providers, in the State of California or elsewhere. Unless a dispute would be governed by the terms of Section 24 below, Driver agrees to submit to the personal and exclusive jurisdiction of the courts located within the city of Buena Park, California, USA.
BINDING ARBITRATION. To the extent permitted by applicable law, any disputes, claims, controversies, or disagreements of any kind whatsoever arising out of or relating to these terms or the Platform (each, a “Claim”) will be resolved solely by a confidential binding arbitration, rather than in court (except that you may assert claims in small-claims court if claims qualify). Driver agrees that each Claim must be brought individually.
DRIVER AND THE COMPANY AGREE THAT: (i) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; (ii) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL; AND (iii) NO ARBITRATION MAY BE JOINED WITH ANY OTHER ARBITRATION.
The Federal Arbitration Act (9 U.S.C. §§ 1-16; 9 U.S.C. §§ 201-208; 9 U.S.C. §§ 301-307) and federal arbitration law apply to these terms and this binding arbitration clause. Arbitration is a process with no judge or jury – an arbitrator will review the arguments in the dispute and award damages and other relief just like a court would. The arbitrator must follow these terms as a court otherwise would. Court review of the arbitration award is limited under the Federal Arbitration Act.
To start an arbitration, Driver must send a letter to the Company’s address at Happy Rider, Inc. at 7677 Stage R., #95, Buena Park, CA 90621, United States, or an email to driversupport@happyrider.us describing the Claim and requesting arbitration. The Company may do the same by sending a written notice requesting arbitration to the address associated with the Driver’s Account. The proceedings will be conducted through JAMS using their Streamlined Arbitration Rules and Procedures. Driver can view these rules at jamsadr.com or by calling (800) 352-5267. The payment of the initial filing fees will be made by the party filing the Claim, and any other filing and other fees will be apportioned as directed by the JAMS rules. The arbitration will take place in Buena Park, California, unless the parties agree to video, phone, or Internet connection appearances.
Except as otherwise set forth below, Driver may seek any remedies available under federal, state, or local laws in an arbitration action. As part of the arbitration, both Driver and the Company will have the opportunity for discovery of non-privileged information that is relevant to the Claim. The arbitrator will provide a written statement of their decision regarding the Claim, the award given (including any attorneys’ fees and costs awarded), and the arbitrator’s findings and conclusions on which the arbitrator’s decision is based.
Notwithstanding the terms of this Section, the Company may bring a lawsuit in court for equitable relief for any misuse or infringement of intellectual property rights or for any Claim related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use of the Platform.
IMPORTANT: BY AGREEING TO THIS ARBITRATION PROVISION, DRIVER AND THE COMPANY WAIVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL, EXCEPT FOR THE CLAIMS LISTED IN THE PRECEDING PARAGRAPH. DRIVER AND THE COMPANY AGREE THAT IF ANY PORTION OF THIS SECTION IS TO BE FOUND ILLEGAL OR UNENFORCEABLE, THAT PORTION WILL BE SEVERED, AND THE REMAINDER OF THE SECTION WILL BE GIVEN FULL FORCE AND EFFECT.
MISCELLANEOUS TERMS.
Agreement Revisions. The Company reserves the right to modify the terms and conditions of the Agreement or its policies relating to the Platform at any time at the Company’s sole discretion, effective upon the posting of a modified version of these Agreement through the Platform or on the Company’s websites.
Force Majeure. The Company is not liable for any delay or failure in its work resulting from causes outside the reasonable control of the Company, including without limitation, any failure to perform hereunder due to unforeseen circumstances or causes beyond the Company’s control, including, without limitation to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, pandemic, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.
Assignment; Successors and Assigns. The Company may, at any time, assign, delegate and/or otherwise transfer these terms or its rights and obligations hereunder to any person or entity, which purchases or otherwise succeeds to the business of the Company to which these terms pertain, with or without Driver’s consent. Driver may not assign, delegate, or otherwise transfer these terms or any of its rights or obligations hereunder without the prior written consent of the Company, and any unauthorized assignment will be null and void. These terms will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
Severability. If any part of these terms is determined to be void, invalid, or unenforceable, then that portion will be severed, and the remainder of the Agreement will be given full force and effect.
Attorneys’ Fees. In the event any litigation is brought by either party in connection with these terms, the prevailing party in such litigation will be entitled to recover from the other party all the reasonable costs, attorneys’ fees, and other expenses incurred by such prevailing party in the litigation.
No Waiver. The Company's failure to enforce any provision of these terms will in no way be construed to be a present or future waiver of such provision, nor in any way affect the right of any party to enforce every such provision thereafter. Express waiver of any provision, condition, or requirement of these terms will not constitute a waiver of any future obligation to comply with such provision, condition, or requirement.
Equitable Remedies. Driver hereby agrees that the Company would be irreparably damaged if the terms of these terms were not specifically enforced, and therefore agrees that the Company will be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect to breaches of these terms, in addition to such other remedies as the Company may otherwise have available to itself under applicable laws.
Entire Agreement. These terms, including the documents expressly incorporated by reference, constitute the entire agreement between Driver and the Company with respect to the Platform and supersedes all prior or contemporaneous communications, whether electronic, oral, or written, between Driver and the Company with respect to the Platform.
Governing Law. These terms are governed by and construed in accordance with the laws of the State of California, USA.
Notice. The Company’s address at Happy Rider, Inc. at 7677 Stage R., #95, Buena Park, CA 90621, United States, and its email is driversupport@happyrider.us. Any notice, demand, or request with respect to these terms must be in writing and will be effective only if delivered by personal service, air courier with receipt of delivery, email, or by mail with a return receipt requested and postage prepaid, to the address set forth above. Such communications will be effective when they are received by the addressee; but if sent by certified mail in the manner set forth above, they will be effective five (5) days after being deposited in the mail. Any party may change its address for such communications by giving notice to the other party in conformity with this Section.
Interpretation and Understanding. These terms will be interpreted in accordance with the plain meaning of its terms and no part of these terms will be construed strictly for or against either of the parties for any vagueness or ambiguity.

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