ADROIT Platform Terms Of Use

Last Updated July 14, 2025

These terms of use (“Terms”) constitute a binding legal agreement between you, on the one hand, and ADROIT Advanced Technologies, Inc. (“ADROIT”, “we”, “us”, “our”, or other first person pronouns), on the other hand. These Terms govern your use of our website, www.goadroit.com (“Website”), the ADROIT Guardians App and ADROIT Driver App (“Applications”), the ADROIT Service Provider Portal and ADROIT Client Portal (“Portals”), and any other online platform or mobile application made available by ADROIT (collectively, “Platform”), and your use and participation in any related services provided through the Platform (“Services”).

PLEASE BE AWARE THAT SECTION 14 OF THESE TERMS (OR, IF YOU ARE A DRIVER, SECTION 9 OF THE DRIVER TERMS) BELOW CONTAINS PROVISIONS GOVERNING HOW CLAIMS BETWEEN YOU AND ADROIT ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THESE TERMS. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS.

BY CONSENTING TO THE TERMS OF USE THROUGH THE PLATFORM, BY PROCEEDING BEYOND THE TERMS OF USE ON THE PLATFORM, BY INSTALLING OR USING THE PLATFORM, OR BY ACCESSING, USING, OR PROVIDING SERVICES, YOU: (A) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS AND THAT YOU HAVE READ AND UNDERSTOOD THE PRIVACY POLICY; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH US; AND (C) REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS, (i) PERSONALLY, (ii) IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, GOVERNMENT AGENCY, NONPROFIT, SCHOOL OR OTHER ENTITY (EACH, AN “ENTERPRISE CLIENT”), ON BEHALF OF THAT ENTERPRISE CLIENT AS ITS LEGALLY AUTHORIZED REPRESENTATIVE AND TO BIND SUCH ENTERPRISE CLIENT TO THESE TERMS, AND (iii) IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF ANOTHER INDIVIDUAL, ON BEHALF OF THAT INDIVIDUAL AS ITS LEGALLY AUTHORIZED REPRESENTATIVE AND TO BIND SUCH INDIVIDUAL TO THESE TERMS. IF YOU DO NOT ACCEPT AND AGREE TO ALL OF THE TERMS AND CONDITIONS IN THESE TERMS, OR IF YOU DO NOT HAVE SUCH AUTHORITY, YOU WILL NOT BE PERMITTED TO USE THE PLATFORM. AGREEING TO THE TERMS THROUGH THE PLATORM, INSTALLING OR USING ANY OF THE APPLICATIONS OR PORTALS, ACCESSING OR USING THE PLATFORM, OR ACCESSING, USING, OR PROVIDING SERVICES (AS THAT TERM IS DEFINED BELOW) CONSTITUTES YOUR ELECTRONIC SIGNATURE ON THESE TERMS AND YOUR CONSENT TO EXECUTE THESE TERMS ELECTRONICALLY.

Unless expressly stated otherwise herein, these Terms shall apply to all individuals and entities who access or use the Platform or Services, including without limitation, Guardians, Drivers, Clients, and Service Providers (each being defined in Section 2 below) (collectively, “Users” or “you”).

In the event of any inconsistency or conflict between the general terms applicable to all Users (“General Terms”) and any supplemental terms that apply specifically to certain categories of Users (“Supplemental Terms”), including, but not limited to, the Driver Supplemental Terms (“Driver Terms”) and Guardian Supplemental Terms (“Guardian Terms”), the applicable Supplemental Terms shall prevail with respect to the relevant User.

1. Relationship Between Parties

ADROIT ITSELF DOES NOT, DIRECTLY OR THROUGH THIRD PARTIES, PROVIDE ANY DRIVER SERVICES. ADROIT IS NOT IN THE BUSINESS OF OPERATING AND DOES NOT OPERATE PASSENGER VEHICLES OR PROVIDE DELIVERY SERVICES OR TRANSPORTATION SERVICES OF ANY KIND, AND IS NOT A COMMON CARRIER OR A TRANSPORTATION NETWORK COMPANY (TNC) OR RIDESHARE COMPANY. ADROIT IS IN THE BUSINESS OF OPERATING ITS PLATFORM AND ARRANGING PROFESSIONAL DRIVER SERVICES FOR CLIENTS, WHERE SUCH DRIVER SERVICES ARE PROVIDED TO PASSENGERS DIRECTLY OR INDIRECTLY BY INDEPENDENT SERVICE PROVIDER ENTITIES UNDER CONTRACT WITH ADROIT. ADROIT DOES NOT CONTROL, OR HAVE THE RIGHT TO CONTROL, DRIVERS EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THESE TERMS OR ANY APPLICABLE ADDITIONAL TERMS OR AS REQUIRED BY APPLICABLE STATE AND/OR FEDERAL LAW.

Generally, the Platform serves as an intermediary service that facilitates access to specialized student transportation services provided by independent Service Providers. Through the Platform, individuals designated by a Client as Guardians may communicate the specialized student transportation needs of their authorized students or passengers (“Riders”) to the Client. The Client may then submit these needs to ADROIT (“Request”) for arrangement through the Platform.

ADROIT makes such Requests available to certain Service Providers via the Platform. A Service Provider may decide, at its sole discretion, to accept a Request. Upon acceptance, a binding agreement (“Ride Contract”) is formed between the Client and the Service Provider whereby the Client agrees to pay for, and the Service Provider agrees to provide the requested specialized student transportation (“Rides”) through its Drivers in accordance with the Request, these Terms, and any other applicable additional terms (“Additional Terms”).

While the Platform facilitates the formation of Ride Contracts, Guardians and Clients are under no obligation to use the Platform for this purpose. Users may also use the Platform to communicate with one another at their discretion. The decision to accept or decline a Ride Request offered by ADROIT rests solely with the Service Provider.

2. Overview of Platform and Users

The Platform consists of various Applications and Portals intended for certain Users, including those more fully described below:

a. Guardians and the ADROIT Guardians App

The ADROIT Guardians App is an application-based service that enables parents, caretakers, and legal guardians designated by a Client and affiliated with a Rider (“Guardians”) to access certain information regarding the transportation arranged by ADROIT, including the location of vehicle(s) providing transportation for students or passengers (“Riders”), estimated arrival times, and push notifications about departure and arrival of the Guardian’s students or passengers to their destination (collectively, “Student Transportation Data”).

Guardians receive permission and authorization to access and use the Services from the applicable Client and not by ADROIT. Supplemental Terms applicable to Guardians are set forth in the Guardian Terms below.

b. Drivers and the ADROIT Driver App

The ADROIT Driver App is an application-based service intended for individuals employed by or under contract with Service Providers to provide driver services under a Ride Contract (“Drivers”). The ADROIT Driver App displays information regarding the Service Provider’s agreed upon driver services, traffic data, route recommendations, live chat support, emergency help options. Drivers can also use the Driver App to update eligibility and compliance information that Driver submits to the Service Provider. The Driver App also provides data regarding trip progress and arrival times due to continual location tracking through the application to the extent such tracking is permitted by the Driver. ADROIT does not submit Ride Requests to Drivers. Supplemental Terms applicable to Drivers are set forth in the Driver Terms below.

c. Clients and the ADROIT Client Portal

The ADROIT Client Portal is a web-based application that provides ADROIT’s customers (“Clients”), including but not limited to schools, districts, educational institutions, nonprofits, and governmental entities, with the ability to designate Guardians and submit Requests to ADROIT. The Client Portal also allows Clients to access certain tools and reports, including current trip tracking, past trip history, and storage of student information. ADROIT does not

ADROIT enters into a business service contract with its Clients whereby ADROIT agrees to arrange the performance of Rides by independent Service Providers, not the performance of Rides by ADROIT itself. ADROIT’s claim for compensation against Clients includes the compensation for arranging the performance of Rides by Service Providers as well as the compensation distributed to the Service Provider for the transportation services performed.

d. Service Providers and the ADROIT Service Provider Portal

The ADROIT Service Provider Portal is a web-based application that enables independent specialized transportation service providers (“Service Providers”) to enter into Ride Contracts with Clients. Through the Portal, Service Providers can coordinate which of their authorized Drivers will perform Services under each Ride Contract. The Portal also offers tools for Service Providers to review and monitor Driver eligibility to provide services for specific Clients and the Driver’s overall safety and compliance.

Each Service Provider enters into a business services agreement. This business services agreement further clarifies the Service Provider’s relationship with ADROIT as an independent contractor. At all times, Service Provider is engaged as an independent business and is not an employee, agent or joint venture partner of ADROIT. ADROIT does not provide, own, or control Service Provider’s performance of Ride Contracts.

3. Platform Use and Services

a. Eligibility; Age Requirements

By accessing and/or using the Platform, you represent and warrant that (a) you are at least 18 years old and that you have the right, authority, and capacity to enter into and abide by the terms and conditions of these Terms; and (b) you have all necessary authorizations, consents, and permissions to access and use the Services, including but not limited to accessing Student Transportation Data. Furthermore, by using the Platform, you represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.

b. Access Rights

ADROIT hosts and makes the Platform available to Users and provides Users the right to access, use, and operate the applicable Platform in accordance with these Terms and any other Additional Terms between the Parties. The foregoing access rights are limited, revocable, non-exclusive, non-transferable, personal, and non-sublicensable, and are further limited to access and use in the United States and its territories and possessions (“Territory”).

c. Restrictions on Use

(a) Restrictions on Use. The access rights in Section 3.b are conditioned upon User’s compliance with the following limitations:

i. Reverse Engineering. User may not decompile, decipher, disassemble, translate, reverse engineer, or otherwise attempt to access source code of the Platform, except as expressly permitted by applicable law notwithstanding this limitation.

ii. No Distribution, Rental, Transfer, or Use by Third Parties. User may not distribute, rent, lease, lend, transfer, sublicense, disclose, or otherwise provide or permit access to the Platform to or by any third party or use the Platform for the benefit of any third party, including on an outsourced basis or by acting as a service bureau or provider of a time-sharing service.

iii. No Modification or Derivative Works. User may not modify or create derivative works of the Platform in whole or in part.

iv. Proprietary Notices. User may not remove, alter, or obscure any proprietary notices or labels on the Platform.

v. Compliance with Applicable Laws. User may not make any use of the Platform that violates any laws.

vi. Unauthorized Data. User may not (and may not permit) upload of any data, content, or information to the Platform or otherwise provide any content, data or information to ADROIT that contains viruses or malicious code or is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive or another’s privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable.

vii. Infringing Use. User may not use the Platform in any manner that infringes the intellectual property, proprietary, or privacy rights of any third party.

viii. No Disruption. User may not interfere with, disrupt, or compromise the Platform or any ADROIT or third-party system used to host the Platform or the privacy or security of any of the foregoing, or of any other equipment or networks used to provide the Platform.

ix. No Circumvention. User may not circumvent the user authentication or security of the Platform or any host, network, or account related thereto.

x. No API. User may not use any application programming interface to access the Platform, unless explicitly permitted by ADROIT in writing.

xi. No Duplication. User may not copy or otherwise duplicate the Platform.

xii. Unauthorized Use. User may not fail to use commercially reasonable efforts to prevent the unauthorized license, access, sale, transfer, lease, transmission, distribution or other disclosure of the Platform or allow any individual to use any log-in credentials (e.g., user identification(s), code(s), password(s), procedure(s) and user keys) issued to, or selected by, User for someone other than an appropriately authorized User representative.

xiii. Non-Permitted Uses. Without limiting any of the foregoing, User may not make any use of the Platform in any manner not expressly permitted by these Terms.

xiv. Confidentiality. User must treat all information about third-party Users obtained through the Platform, including but not limited to profile information about Service Providers, Drivers, Guardians, and Riders, and other User Submissions (defined below) as confidential information. You may use this information only for the purpose of fulfilling your obligations and exercising your rights as a participant in the Services, and you may not share this information with any third party.

d. Additional Conditions of Access

User further agrees that ADROIT and/or the Platform may require User to separately consent to terms governing access to and use of the Platform, in addition to complying with these Terms, as may be amended from time to time. ADROIT may prevent or restrict access to and use of the Platform by any individual or organization that does not agree to such terms or acknowledge the privacy notices, or in the event that ADROIT reasonably suspects non-compliance. User will be responsible for compliance by each individual accessing the Platform through User’s account.

e. Establishing and Maintaining Accounts

To access and use the Platform, you may be required to establish a personal account through the Platform. When creating your account, you must provide, and shall continue to maintain, accurate and complete information as prompted by the Platform. You agree not to create an account using a false identity or false information, or on behalf of someone other than yourself unless you have been granted the legal authority to do so.

You shall have no ownership or other property interest in your account. ADROIT reserves the right to remove or reclaim any account usernames at any time and for any reason. You may never use another User’s account without permission.

f. Supervision and Administration of Accounts

ADROIT has no obligation to verify the identity of any person who gains access to the Platform by means of the User’s access credentials. ADROIT will not be liable for any losses caused by any unauthorized use of your account. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (e.g., passwords that use a combination of upper and lower-case letters, numbers and symbols) with your account. You agree that you shall monitor your account to restrict use by minors and you shall not allow your children or any person under the age of 18 years old to use your account.

User must notify us immediately of any breach of security or unauthorized use of User’s account. User must immediately take all necessary steps, including providing notice to ADROIT, to effect the termination of access for any individual: (i) if it is necessary to terminate certain access through User’s account (whether due to termination of employment or otherwise); (ii) if there is any compromise in the security of log-in credentials; or (iii) if unauthorized use is suspected or has occurred. If User believes a third party may have obtained knowledge of a User’s access credentials, User will notify ADROIT immediately.

g. Feedback

ADROIT may freely use and incorporate into ADROIT’s technology, products and services any suggestions, enhancement requests, recommendations, requirements, corrections, and other feedback provided by User (“Feedback”). Any Feedback provided to ADROIT, whether in questionnaires or otherwise, shall be considered ADROIT’s proprietary and confidential information, and User hereby irrevocably transfers and assigns to ADROIT all intellectual property rights embodied in or arising in connection with such Feedback, and any other rights or claims that User may have with respect to any such Feedback.

h. Changes to the Platform

ADROIT may modify the Platform from time to time through periodic modifications, enhancements, updates, new features, new functionalities, or other improvements or changes to the Platform (“Updates”). ADROIT reserves the right to provide supplemental or modified terms associated with any Updates issued hereunder. In the event ADROIT elects to make Updates available to User, such Updates will be included in the definition of Platform and subject to these Terms. You acknowledge and agree that ADROIT may make Updates with or without notifying you. You may need to update third party software from time to time in order to receive the Services or use the Application.

i. All Rights Reserved

All rights and licenses not expressly granted by ADROIT under these Terms are reserved.

j. Management and Maintenance of the Platform

ADROIT shall be responsible for the management and maintenance of ADROIT equipment relied upon to render the Platform available and shall take reasonable steps to ensure commercially reasonable capacity, uptime and performance.

k. Location-Based Technology

Certain components of the Platform track and use geo-location information from the device on which the Platform is accessed while the Platform is accessed by User. All such geo-location information may be shared with ADROIT, Clients, Guardians, and Riders in connection with tracking the real-time location and route of a ride, the location of the Driver immediately preceding the Ride, and any other lawful purpose, and may be collected, processed, stored, transmitted and shared as described in these Terms or Privacy Policy.

You hereby authorize ADROIT to take such actions and access and use such location information to provide and improve the Platform or as otherwise set forth in our Privacy Policy. You can grant or revoke your consent at any time and prevent us from continuing to access your location information by changing the settings on your mobile device, but doing so will eliminate your ability to use the Services. You hereby authorize the Application to access such components of your mobile device. You acknowledge and agree that: (a) such information may be made available to other Users, and (b) ADROIT merely provides information available upon your request and is not responsible for the correctness of such information and any use of such information by third parties.

l. Responsibility for Equipment, Software, and Fees to Access Platform

User is responsible for procuring all equipment and software necessary to connect to the Platform, including but not limited to a suitable mobile or computer device. Users are also solely responsible for any fees, including Internet connection or mobile fees, that are incurred when accessing the Platform.

4. ADROIT and User Communications Through Platform

a. Email communications

By becoming a User and providing us with your email address, you agree to receive email communications from ADROIT, including but not limited to: operational communications concerning your User account or use of the Platform or Services, updates or changes to features of the Platform or Services or these Terms, and offers and other promotional messages. If you do not want to receive promotional email messages from us, you may opt out at any time by following the “unsubscribe” instructions contained in any promotional email that you receive. If you decide not to receive promotional emails, we may still send you service-related emails.

b. SMS/Text Messaging

BY PARTICIPATING IN A MESSAGING SERVICE, YOU ARE AGREEING TO THE DISPUTE RESOLUTION AND ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER CLAUSE OF THESE TERMS, AS WELL AS THE REST OF THE TERMS HEREIN, INCLUDING THE LIMITATION OF LIABILITY CLAUSE.

By providing your cellphone number and using the Services, you hereby affirmatively consent to receiving calls and text message/SMS communication from ADROIT and other Users in order to perform and improve the Services. ADROIT does not charge for such text message/SMS communications. However, you are responsible for all message and data rates that may be charged from your carrier for these messages. You may opt-out from these messages by emailing legal@goadroit.com, although this will likely impact your ability to use the Services. Notwithstanding any opt-out, we may contact you with any method available (call, text, or email) in the case of an emergency. We will not be liable for any delays in the receipt of any SMS messages.

c. Push Notifications

If you wish to modify or stop push notifications, you may do so using the settings of your mobile device.

d. Recordings

You acknowledge and agree that we may record calls placed or received via the Platform and such calls may be recorded and stored by us. BY PLACING OR ANSWERING A CALL THROUGH THE PLATFORM, YOU EXPLICITLY CONSENT TO ADROIT RECORDING AND STORING SUCH PHONE CALL. IF YOU DO NOT CONSENT TO SUCH RECORDING, DO NOT PLACE OR ANSWER ANY CALL THROUGH THE APPLICATION.

5. Intellectual Property

a. ADROIT Intellectual Property

As between the Parties, ADROIT retains sole and exclusive right, title, and interest, including all intellectual property rights, in and to the Platform, including all documentation, and any modifications, configurations and improvements and ADROIT branded materials (collectively, “ADROIT Property”). Except for the limited access rights expressly granted to the ADROIT Property under these Terms or under Additional Terms, no other rights are granted in or to any intellectual property rights of ADROIT by implication, estoppel, or otherwise.

b. User Submissions

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

c. Aggregate Data

Unless otherwise prohibited by law, User agrees that ADROIT may process, transmit, store, use, create, and disclose aggregated and or deidentified data derived from User Submissions and User’s use of the Platform (“Aggregate Data”) including for data analysis, technical support, and to improve the Platform, and develop new technology. Any use of Aggregate Data by ADROIT will not be identifiable to User or any identifiable person.

6. Third-Party App Store Providers

You acknowledge and agree that the availability of the Applications and the Services is dependent on the third party from whom you received the Application license (“App Store”), e.g., the Apple App Store or the Google Play Store. You acknowledge that these Terms are between you and ADROIT and not any App Store. ADROIT, not the App Store, is solely responsible for the Services and Platform, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g. product liability, legal compliance, or intellectual property infringement). In order to use the Applications, you must have access to the internet, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Applications or Services. You agree to comply with, and your license to use the Applications is conditioned upon your compliance with, all applicable third party terms of agreement (e.g., the App Store’s terms and policies) when using the Applications and the Services. You acknowledge that the App Store (and its subsidiaries) are third party beneficiaries of these Terms and will have the right to enforce them.

a. Apple App Store Sourced Applications

With respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple Media Services Terms and Conditions.

This subsection applies to any Apple App Store Store-sourced application:

1. You acknowledge and agree that (1) these Terms are concluded between you and ADROIT only, and (2) ADROIT, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.

2. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.

3. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between ADROIT and Apple, all claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of ADROIT.

4. You and ADROIT acknowledge that between ADROIT and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (1) product liability claims; (2) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection, privacy or similar legislation.

5. You and ADROIT acknowledge that, in the event of any third party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between ADROIT and Apple, that ADROIT, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.

6. You and ADROIT acknowledge that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof.

7. Without limiting any other provision of these Terms, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.

b. Google-Sourced Software

The following applies to any Application accessed through or downloaded from the Google Play Store (“Google-Sourced Software”):

(i) You acknowledge that these Terms are between you and ADROIT only, not Google, Inc. (“Google”);

(ii) Your use of Google-Sourced Software must comply with Google’s then-current Google Play Terms of Service;

(iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software;

(iv) ADROIT, and not Google, is solely responsible for its Google-Sourced Software;

(v) Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms; and (vi) you acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to ADROIT’s Google-Sourced Software.

7. Privacy and Security

Submission of your information through or in connection with your access and/or use of the Platform and Services is governed by our Privacy Policy, which is located by clicking here: https://www.goadroit.com/privacy-policy. ADROIT cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your information at your own risk.

8. Disclaimer of Warranties

The following disclaimers are made on behalf of ADROIT and our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and representatives (collectively, “Covered Parties”).

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE PLATFORM IS AT YOUR SOLE RISK, AND THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. THE COVERED PARTIES DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PRIVACY, SECURITY, ACCURACY, TIMELINESS, QUALITY, OR NON-INFRINGEMENT), INCLUDING, WITHOUT LIMITATION, THE PROVISION AND INSTALLATION OF ANY BOOSTER SEATS THAT MAY BE PROVIDED AS A PART OF THE SERVICES.

Some states may not allow the disclaimer of implied warranties, so some of the above exclusions may not apply to you but shall apply to the maximum extent permitted by applicable laws.

WE DO NOT WARRANT THAT (A) THE PLATFORM OR SERVICES OR RESULTS THAT ARE OBTAINED FROM YOUR USE OF THE PLATFORM OR SERVICES WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, SECURE, UNINTERRUPTED, ALWAYS AVAILABLE, OR ERROR-FREE, OR WILL MEET YOUR REQUIREMENTS; (B) THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT THE PLATFORM OR SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DISCLAIM LIABILITY FOR, AND NO WARRANTY IS MADE WITH RESPECT TO, CONNECTIVITY AND AVAILABILITY OF THE PLATFORM OR SERVICES. ADROIT EXPRESSLY DISCLAIMS ANY LIABILITY ARISING FROM THE UNAUTHORIZED USE OF YOUR USER ACCOUNT.

WE ARE NOT RESPONSIBLE FOR THE USE OF ANY PERSONAL INFORMATION THAT YOU DISCLOSE TO OTHER USERS ON THE PLATFORM OR THROUGH THE SERVICES. PLEASE CAREFULLY SELECT THE TYPE OF INFORMATION THAT YOU POST ON THE PLATFORM OR THROUGH THE SERVICES OR RELEASE TO OTHERS.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COVERED PARTIES ARE NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, OR NEGLIGENCE OF ANY USERS (INCLUDING DRIVERS AND UNAUTHORIZED USERS, OR “HACKERS”) OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING THEREFROM. WE DO NOT REPRESENT OR ENDORSE, AND SHALL NOT BE RESPONSIBLE FOR YOUR ABILITY OR INABILITY TO ARRANGE OR ACCEPT A RIDE USING THE SERVICES.

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 PLATFORM OR OTHERWISE. WE RESERVE THE RIGHT, BUT WE HAVE NO OBLIGATION, TO MONITOR THE MATERIALS POSTED ON THE PLATFORM AND REMOVE ANY SUCH MATERIAL THAT IN OUR SOLE OPINION VIOLATES, OR IS ALLEGED TO VIOLATE, THE LAW OR THESE TERMS 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 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 ADROIT, NOR ANY OF ITS CONTENT PROVIDERS, GUARANTEES THE AVAILABILITY, ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF LOCATION DATA TRACKED OR DISPLAYED BY THE PLATFORM. ANY OF YOUR INFORMATION, INCLUDING GEO-LOCATIONAL DATA, YOU UPLOAD, PROVIDE, OR POST ON THE PLATFORM MAY BE ACCESSIBLE TO ADROIT AND CERTAIN USERS OF THE PLATFORM. ADROIT SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FEES, COSTS, OR OVERAGE CHARGES ASSOCIATED WITH ANY DATA PLAN YOU USE TO ACCESS THE PLATFORM.

9. Liability Limitations

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

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.

10. Investigations

Although ADROIT does not monitor user activity occurring in connection with the Platform, if ADROIT becomes aware of possible violations by you of any provision of the Terms, ADROIT reserves the right to investigate such violations, and ADROIT may, in its sole discretion, immediately terminate your license to use the Platform or delete, alter or remove your User Submissions, in whole or in part, without prior notice to you.

11. Account Deactivation and Modification

In addition to any right or remedy that may be available to us under applicable law, we may modify, suspend, or terminate your access to or use of our Platform or Services or any portion thereof at any time, with or without prior notice or liability, for any reason whatsoever or no reason, including, without limitation, if we believe you have breached these Terms. All provisions of the Terms shall survive termination, including, without limitation, ownership and confidentiality provisions, warranty disclaimers, indemnity and limitations of liability. Upon termination for any reason or no reason, your right to access and use the Platform or Service will immediately cease. If you wish to terminate your account anytime for any reason, you may simply discontinue using the Service. Termination of access to the Platform does not necessarily effectuate termination of Additional Terms. You may not participate or use the Platform or Services after your account has been deactivated unless and until re-authorized by ADROIT.

12. Modifications to the Terms

ADROIT reserves the right to modify or update these Terms from time to time, and such modifications shall become effective immediately upon posting unless otherwise noted. Continued use of the Platform or Services after any such changes shall constitute your agreement to such changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of these Terms does not create a renewed opportunity to opt out of arbitration (if applicable). We will use reasonable efforts to notify you of material changes to these Terms. Such efforts might include posting notice on the Platform, sending an email to the address we have on file, or a message through the Services. Please check the “Last Updated” legend at the bottom of this page to see when these Terms were last revised. If you do not agree to Terms as modified, then you must discontinue your use of the Platform and Services.

13. Release and Indemnification

YOU HEREBY RELEASE THE COVERED PARTIES FROM CLAIMS, DEMANDS ANY AND ALL LOSSES, DAMAGES, RIGHTS, CLAIMS, AND ACTIONS OF ANY KIND INCLUDING, WITHOUT LIMITATION, PERSONAL INJURIES, DEATH, AND PROPERTY DAMAGE, THAT IS EITHER DIRECTLY OR INDIRECTLY RELATED TO OR ARISES FROM (I) YOUR USE OF THE PLATFORM, OR (II) ANY RIDES ARRANGED AS A RESULT OF YOUR ACTIVITIES THROUGH THE PLATFORM. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT NOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Covered Party or for such party’s fraud, deception, false, promise, misrepresentation or intentional concealment, suppression or omission of any material fact in connection with the Platform.

EXCEPT TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS THE COVERED PARTIES AGAINST ANY AND LOSSES, COSTS, LIABILITIES AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) RELATING TO OR ARISING OUT OF: (A) YOUR (AND IN THE CASE OF GUARDIANS, YOUR RIDER’S) VIOLATION OR BREACH OF ANY PROVISION OF THESE TERMS OR ANY APPLICABLE LAW OR REGULATION, WHETHER OR NOT REFERENCED HEREIN; (B) YOUR VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY, INCLUDING DRIVERS, GUARDIANS, AND RIDERS, (C) YOUR USE OF, OR INABILITY TO USE, THE PLATFORM OR ANY ACTIVITY OR RIDE RESULTING FROM SUCH USE, (D) ANYTHING YOU POST ON, UPLOAD TO, OR OTHERWISE SUBMIT TO THE PLATFORM, OR (E) ANYTHING RELATED TO YOUR PLATFORM ACCOUNT, INCLUDING ANY NEGLIGENT OR ILLEGAL CONDUCT BY YOU OR ANY PERSON OR ENTITY ACCESSING THE SERVICES USING YOUR PLATFORM ACCOUNT WHETHER SUCH ACCESS IS OBTAINED VIA FRAUDULENT OR ILLEGAL MEANS.

ADROIT reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with ADROIT in such matter. This provision does not require you to indemnify any of the Covered Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Platform. You agree that the provisions in this Section will survive termination of your account, the Terms and your access to the Platform.

14. Dispute Resolution and Arbitration Agreement – PLEASE READ

PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. YOU AND ADROIT 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. ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY THAN IN COURT, AND IS SUBJECT TO VERY LIMITED REVIEW BY COURTS. YOU MAY CHOOSE TO BE REPRESENTED BY A LAWYER IN ARBITRATION OR PROCEED WITHOUT ONE. THIS ARBITRATION SECTION SHALL SURVIVE TERMINATION OF THESE TERMS.

THE ARBITRATION AGREEMENT IN THIS SECTION 14.A (“ARBITRATION AGREEMENT”) DOES NOT APPLY TO DRIVERS. INSTEAD, DRIVERS SHALL BE SUBJECT TO THE DISPUTE RESOLUTION AND ARBITRATION PROVISION SET FORTH IN SECTION 9 OF THE DRIVER TERMS BELOW.

a. Applicability of Arbitration Agreement. You agree that any dispute or claim relating in any way to these Terms or your access to or use of the Platform will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims in small claims court if your claims qualify; and (2) you or ADROIT may seek injunctive relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all claims that arose or were asserted before the effective date of the Terms or any prior version of the Terms, except that it shall not extend to individual claims of sexual assault or sexual harassment or other any other claims that, as a matter of law, the parties cannot agree to arbitrate pursuant to applicable federal or state law.

b. Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, CT Corporation System, 1999 Bryan Street, Suite 900 Dallas, TX 75201. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum.

c. Remote Arbitration. The arbitration may be conducted remotely, based on written submissions, or in person at mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

d. Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and ADROIT. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us and may be entered as a judgment in any court of competent jurisdiction.

e. Waiver of Jury Trial. YOU AND ADROIT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and ADROIT are in agreement that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in this Section. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

f. Waiver of Class or Other Non-Individualized Relief. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CLIENT OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CLIENT OR USER. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction. If a decision is issued stating that applicable law precludes enforcement of any of the limitations set forth in this Section 14.f as to a given claim for relief, then the claim must be severed from the arbitration and brought into the State or Federal Courts located in the State of Delaware. All other claims shall be arbitrated.

g. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by notifying ADROIT of your decision to opt out in writing at 10235 W Little York Road Suite 430 Houston, TX 77040-3232 within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your ADROIT username, the email address you used to set up your ADROIT account, and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

h. Severability. Except as provided in Section 14.f, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

i. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with ADROIT.

j. Material Changes. Notwithstanding any provision in the Terms to the contrary, we agree that if ADROIT makes a material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing ADROIT at the address: 10235 W Little York Road, Suite 200 Houston, TX 77040.

15. Third Party Terms

Your use of the Services may be subject to additional agreements with third parties, which may be provided via the Services or elsewhere (“Third-Party Terms”). You represent and warrant that you have agreed to, and will comply with, all Third-Party Terms. ADROIT is not responsible for any Third-Party Terms or the materials or functionality to which they apply.

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

Certain features of the Services require access to and use of your device’s map features or functionality, such as Google Maps, or other third-party services. Any use of those features will be subject to the terms and conditions applicable to such third-party services. By using the Services, and depending on your device’s operating system, you may also have to agree to the Google Maps/Google Earth Additional Terms of Service located at http://www.google.com/help/terms_maps.html (as may be changed from time to time by Google). It is your sole responsibility to review the terms and conditions that apply to Google Maps before using it; these Terms do not apply to any activities conducted via the Google Maps site. Likewise, by using Services, you may also agree to the Apple Software License Agreement located at http://www.apple.com/legal/sla/ (as may be changed from time to time by Apple). It is your sole responsibility to review the terms and conditions that apply to Apple mobile devices before using them.

16. Modifications to Terms

PLEASE NOTE THAT THESE TERMS ARE SUBJECT TO CHANGE BY ADROIT IN ITS SOLE DISCRETION AT ANY TIME. You should, therefore, periodically visit this page to review the current Terms, so you are aware of any such revisions to which you are bound. We will also update the “Last Updated” date at the top of these Terms. Any changes to the Terms will be effective immediately. We may require you to provide consent to the updated Terms in a specified manner before further use of the Platform or Services is permitted. If you do not agree to any changes, you agree to stop using the Platform and Services. Otherwise, your continued use of the Platform or Services constitutes your acceptance of the updated Terms.

17. General Terms

a. Governing Law

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THESE TERMS OR YOUR ACCESS TO OR USE OF THE PLATFORM OR SERVICES, OR YOUR RELATIONSHIP WITH ADROIT WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF DELAWARE, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT WOULD OTHERWISE PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THIS CHOICE OF LAW PROVISION IS ONLY INTENDED TO SPECIFY THE USE OF DELAWARE LAW TO INTERPRET THESE TERMS AND IS NOT INTENDED TO CREATE ANY OTHER SUBSTANTIVE RIGHT TO NON-DELAWARE RESIDENTS TO ASSERT CLAIMS UNDER DELAWARE LAW WHETHER BY STATUTE, COMMON LAW, OR OTHERWISE.

b. Severability

To the extent any clause, term, or provision of these Terms shall be judged to be invalid or unenforceable for any reason whatsoever, such invalidity or unenforceability shall not affect the validity or enforceability of the balance of such clause, term or provision or any other clause, term or provision hereof. The remaining provisions of these Terms will remain binding and enforceable and shall be interpreted so as to best effect the original intent. Any such invalid or unenforceable provisions will be deemed replaced with valid and enforceable provisions that achieve, to the extent possible, the business purposes and intent of such invalid and unenforceable provisions.

c. Assignment

You agree that ADROIT may assign these Terms at any time with or without notice to you. You may not assign these Terms or any of your rights or obligations under these Terms without our prior written consent.

d. Notices

Except as explicitly stated otherwise, any notices to ADROIT shall be given by certified mail, postage prepaid and return receipt requested to ADROIT Advanced Technologies, Inc. (10235 W Little York Rd., Suite 200, Houston, TX 77040). Any notices to you shall be provided to you through the ADROIT or given to you via the email address or physical address you provide to ADROIT during the registration process.

e. No Waiver

No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and ADROIT’s failure to act with respect to a breach of these Terms shall not constitute a waiver of ADROIT’s right to act with respect to subsequent or similar breaches.

f. Entire Agreement

These Terms set forth the entire understanding and agreement between you and ADROIT with respect to your use of the Platform and supersedes all previous understandings and agreements between the parties, whether oral or written regarding your use of the Platform.

g. Contact

If you have any questions, complaints or claims with respect to the Platform or the Terms, you can contact ADROIT at (888) 778-3413, or mail 10235 W Little York Rd., Houston, TX 77040, or e-mail ADROIT at providers@goadroit.com. Additionally, under California Civil Code Section 1789.3, California Users are entitled to the following consumer rights notice: California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

DRIVER SUPPLEMENTAL TERMS

These Driver Terms are intended to supplement the General Terms and apply to all Drivers authorized to use the Platform by way of their engagement with Service Providers to provide professional driver services.

ADROIT ITSELF DOES NOT, DIRECTLY OR THROUGH THIRD PARTIES, PROVIDE ANY DRIVER SERVICES. ADROIT IS NOT IN THE BUSINESS OF OPERATING AND DOES NOT OPERATE PASSENGER VEHICLES OR PROVIDE DELIVERY SERVICES OR TRANSPORTATION SERVICES OF ANY KIND, AND IS NOT A COMMON CARRIER OR A TRANSPORTATION NETWORK COMPANY (TNC) OR RIDE-SHARE COMPANY. ADROIT IS IN THE BUSINESS OF OPERATING ITS PLATFORM AND ARRANGING PROFESSIONAL DRIVER SERVICES FOR CLIENTS, WHERE SUCH DRIVER SERVICES ARE PROVIDED TO PASSENGERS DIRECTLY OR INDIRECTLY BY INDEPENDENT SERVICE PROVIDER ENTITIES UNDER CONTRACT WITH ADROIT. ADROIT DOES NOT CONTROL, OR HAVE THE RIGHT TO CONTROL, DRIVERS EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THESE TERMS OR ANY APPLICABLE ADDITIONAL TERMS OR AS REQUIRED BY APPLICABLE STATE AND/OR FEDERAL LAW.

BY AGREEING TO THE TERMS, INCLUDING THESE DRIVER TERMS, DRIVER REPRESENTS AND WARRANTS THAT HE/SHE IS IN THE INDEPENDENT BUSINESS OF PROVIDING DRIVER SERVICES, AND UNDERSTANDS AND INTENDS TO CREATE THE RELATIONSHIP BETWEEN THE PARTIES UNDER THESE TERMS IS NOT THAT OF EMPLOYER AND EMPLOYEE. DRIVER EXPRESSLY AGREES THAT (1) THE TERMS, INCLUDING THESE DRIVER TERMS, ARE NOT AN EMPLOYMENT AGREEMENT AND DO NOT CREATE AN EMPLOYMENT RELATIONSHIP BETWEEN DRIVER AND ADROIT; AND (2) NO JOINT VENTURE, FRANCHISOR-FRANCHISEE, PARTNERSHIP, OR AGENCY RELATIONSHIP IS INTENDED OR CREATED BY THESE TERMS. DRIVER HAS NO AUTHORITY TO BIND ADROIT, AND DRIVER UNDERTAKES NOT TO HOLD ITSELF OUT AS AN EMPLOYEE, CONTRACTOR, AGENT, JOINT VENTURER, FRANCHISEE, AFFILIATE, OR PARTNER OR AUTHORIZED REPRESENTATIVE OF ADROIT.

1. Driver’s Obligations

In consideration for authorization to use the Platform to provide Rides, Driver represents and agrees that they will comply with the following:

a. Driver shall only use the Platform in connection with its employment or engagement with a Service Provider to provide Services.

b. Driver agrees to adhere to all applicable federal, state, and local laws and regulations, including but not limited to driver licensing, insurance, certifications, permits, approvals, and authority to provide independent transportation services to third parties, background checks, drug and alcohol testing, safety, and vehicle maintenance, as well as any Client-specific requirements, governing the Driver’s use of the Platform and provision Services related thereto.

c. Driver acknowledges they have fully read and accept the Terms. Driver agrees to adhere to the Terms, and all applicable state and local laws and regulations governing the provision of transportation services, as well as requirements pursuant to contracts with clients, in connection with any Rides provided using the Services.

2. Vehicle Branding, Uniforms, and Driver Marketing

ADROIT itself shall not require any Driver to display any logo or colors on Driver’s vehicle(s) or to require that the Driver wear a uniform or any other clothing in connection with the Driver’s performance of Services. Any Client-specific uniform or vehicle logo or color requirements must be solely related to security and identification purposes or required by law or regulations. Nothing in these Terms shall limit Driver’s right to display Driver’s own business name, logo or colors on Driver’s vehicles or Driver’s apparel, to the extent doing so does not interfere with applicable law or Driver-specific requirements.

3. Freedom to Engage in Business with Other Third Parties

ADROIT and Driver are free to engage in agreements with others. Nothing in these Terms shall preclude ADROIT from engaging with other Service Providers not under contract with Driver, nor preclude Driver from entering into contracts with any peer-to-peer, ridesharing, or lead generation providers. ADROIT neither restricts nor reserves the right to restrict Driver from performing other transportation services for any company, business or individual, or from being engaged in any other occupation or business.

4. Performance of Driver Services

Subject to the provisions of the Terms expressly set forth herein, Driver shall be solely responsible for determining how to perform the Rides arranged using the Services. The provisions of these Driver Terms reserving authority in ADROIT are solely to achieve compliance with federal, state, or local laws, regulations, and interpretations thereof. Except as to those provisions, ADROIT shall not control the manner or prescribe the method, manner, or means Drivers use to complete Rides.

5. Responsibility for Fees

In no event shall ADROIT be responsible for any costs and expenses incident to Driver performance of Services in connection with Driver’s use of the Platform, including, but not limited to, costs of fuel, fuel taxes, wages, employment taxes, excise taxes, permits of all types, gross revenue taxes, road taxes, equipment use fees and taxes, licensing, insurance coverage, unemployment insurance and workers’ compensation contributions, and any other tax, fine or fee imposed or assessed against the equipment or Driver by any state, local, or federal authority as a result of an action by Driver or Driver’s personnel in the performance of Services in connection with Driver’s use of the Platform and independent agreement with Service Providers.

6. Equipment

Driver is not required to purchase, lease or rent any products, equipment or services from ADROIT as a condition of entering into these Driver Terms.

7. Driver Data

Without limiting the Terms, Driver consents to and hereby authorizes ADROIT (directly or through a Service Provider) to collect, use, and store driving and other location-based data while using the Platform as set forth in the Terms, including these Driver Terms, and our Privacy Policy. In addition, Driver acknowledges and agrees that ADROIT may be required by applicable governmental entities to report certain information about Driver and Driver’s Rides. Driver consents to and hereby authorizes ADROIT to collect, disclose, and use such information as set forth in the Terms, including these Driver Terms, and our Privacy Policy. If Driver lives in California, no further consent from Driver is needed for the disclosure of this information.

8. Ride Offers

After registering an account and confirming Driver’s engagement with a Service Provider, Driver will be able to view, through the Platform, Rides that the Service Provider has made available to Driver. Such offers are solely between Service Provider and Driver. ADROIT does not guarantee that any Driver will receive any minimum number of Ride offers or perform any minimum number of Rides.

9. Driver Arbitration Agreement

a. MANDATORY AND EXCLUSIVE ARBITRATION. ADROIT and Driver agree to resolve any justiciable disputes between them exclusively through final and binding arbitration instead of filing a lawsuit in court. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and shall apply to any and all claims arising out of or relating to the Terms, Driver’s classification as an independent contractor and/or employee of the Service Provider and/or ADROIT, Driver’s provision of rides, the payments received by Driver from the Service Provider, the termination of the Terms, and all other aspects of Driver’s relationship with ADROIT, past or present, whether arising under federal, state or local statutory and/or common law, except that it shall not extend to individual claims of sexual assault or sexual harassment or other any other claims that, as a matter of law, the parties cannot agree to arbitrate pursuant to applicable federal or state law.

b. Initiation. If either Party wishes to initiate arbitration, the initiating Party must notify the other Party in writing via email, certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the Party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration by Driver must be delivered to 10235 W Little York Road Suite 430 Houston, TX 77040. Any demand for arbitration by ADROIT must be delivered to Driver’s last known address.

c. Class Action Waiver. DRIVER AND ADROIT HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. Driver and ADROIT mutually agree to, by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action, collective action and/or representative action, and an arbitrator shall not have any authority to hear or arbitrate any class, collective or representative action (“Class Action Waiver”). Notwithstanding any other clause contained in the Terms or the AAA Rules, as defined below, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator.

d. Independent Contractor Status. Driver agrees and acknowledges that entering into this arbitration agreement does not change Driver’s status as an independent contractor and/or employee of the Service Provider in fact or in law, that Driver is not an employee or contractor of ADROIT and that any disputes in this regard shall be subject to arbitration as provided herein.

e. Governing Rules. Any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), except as follows:

i. The arbitration shall be heard by one Arbitrator selected in accordance with the AAA Rules. The Arbitrator shall be an attorney or retired judge with experience in the law underlying the dispute.

ii. If the Parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place in the county in which Driver provided rides under these Terms.

iii. The Arbitrator may issue orders (including subpoenas to third parties) allowing the Parties to conduct discovery sufficient to allow each Party to prepare that Party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.

iv. Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a Party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.

v. The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.

vi. The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law.

vii. Either Driver or ADROIT may seek relief with a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this Dispute Resolution provision may be rendered ineffectual.

f. Administrative Claims. Regardless of any other provision in these Terms, claims may be brought before and remedies awarded by an administrative agency if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate.

g. Access to AAA Rules. The AAA Rules may be found at www.adr.org or by searching for “AAA Commercial Arbitration Rules” using a service such as www.Google.com or www.Bing.com. Driver may also request a copy directly from ADROIT.

h. Right To Consult With An Attorney: Driver has the right to consult with private counsel of Driver’s choice with respect to any aspect of, or any claim that may be subject to, this Section. In the event any portion of this Section is deemed unenforceable, the remainder of this Section 9 will be enforceable. If the Class Action Waiver is deemed to be unenforceable, Driver and ADROIT agree this Section 9 is otherwise silent as to any party’s ability to bring a class, collective or representative action in arbitration.

10. Permission to Use Driver Photos

ADROIT or a third party photographer contracted by ADROIT, may take photographs of Drivers, or may require that Driver provides a photo of themself (collectively, “Driver Photos”). Driver hereby grants ADROIT all applicable rights, consents and permissions to photograph Driver or to have a third party service photographer photograph Driver and to use, reproduce, distribute, publicly display, and publicly perform Driver’s name and Driver’s image and likeness in any Driver Photo, in connection with the operation, advertisement or promotion of the Services, without any compensation for, or obligation to pay, Driver. Such rights, consents and permissions will survive any termination or expiration of these Driver Terms. ADROIT owns all right, title and interest in all Driver Photos and may use such Driver Photos in any manner.

GUARDIAN SUPPLEMENTAL TERMS

These Guardian Supplemental Terms (“Guardian Terms”) are intended to supplement the Terms and apply to all Guardians using the Platform in their capacity as Guardians.

1. Guardian Obligations

a. Guardian must fully and accurately complete the account creation form (“Account Creation Form”) and immediately update the Account Creation Form if there are any changes to this information.

b. Guardian represents and warrants that Guardian will have and maintain (i) all necessary rights to schedule a Ride on behalf of its Rider and (ii) all necessary permissions to enable Driver to pick up Rider(s) from the applicable pickup location and drop-off Rider(s) at the applicable destination.

c. Where a Guardian is not the parent or guardian of the Rider for whom they are arranging a Ride, Guardian represents and warrants that Guardian: (i) is legally authorized to arrange Rides on behalf of such Rider by the parents or legal guardians of such Riders (“Parents”), (ii) has all consents and approvals from the Parents necessary for the Rider to receive services, (iii) will provide any documentation reasonably requested by the Service Provider and/or ADROIT regarding authorizations, consents and approvals in subsections (i) and (ii).

d. Guardians will ensure that all Riders: (1) comply with the Terms and these Guardian Terms (and Guardian will be responsible for any noncompliance).

2. How to Request a Ride

Guardians are responsible for ensuring the necessary descriptive information is communicated to Clients to be incorporated into Ride Requests, including, without limitation, (i) the Rider(s) who will be participating in the Ride, (ii) the pick-up and drop-off locations, and (iii) the desired pick-up time or drop-off time, and date (collectively, the “Ride Description”). Guardians will input their requests prior to any given Ride and certain Service Providers will be able to review those requests and claim those Rides. A RIDE REQUESTED IS NOT A GUARANTEE THAT A RIDE WILL BE CLAIMED OR PROVIDED BY A DRIVER. ALL RIDES MUST BE CONFIRMED BY A SERVICE PROVIDER.

3. Cancellation of Rides

Subject to the Additional Terms as agreed upon between ADROIT and Client, there are specific cancellation periods (“Cancellation Period”) for any given Ride, and Client will be charged if Rider fails to show or Guardian fails to cancel the reservation within the cancellation period.

4. Effect of Termination

After termination or suspension of Guardian’s status as an Guardian, including but not limited to suspension or deactivation of Guardian’s Platform account, Guardian may no longer make Ride Requests on behalf of Riders.

5. Ride Contracts

Subject to the applicable Cancellation Period, upon acceptance of a Ride Request by a Service Provider, the Client agrees to pay for and the Service Provider agrees to fulfill a Ride Request in accordance with: (1) the Terms, (2) the Ride Description, and (3) any application Additional Terms (collectively, Ride Contract). Guardian also acknowledges and agrees that each of the Ride Contracts will include, without limitation, the following terms:

a. Guardian acknowledges and agrees that ADROIT does not direct or control Service Provider’s or Driver’s provision of Rides to Riders.

b. ADROIT offers a technology platform and arranges professional driver services on behalf of Clients. ADROIT is not in the business of operating and does not operate passenger vehicles or provide delivery services or transportation services of any kind, and is not a common carrier or a transportation network company (TNC) or rideshare company. ADROIT’s sole responsibility with respect to Ride Contracts is limited to the operation of the Platform in connection with the Services.