Terms of Service

Terms Of Service

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.

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:

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

i. 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.

j. 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.

18. 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.

19. 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.

20. 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.

21. 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.

22. 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.

23. 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.

24. 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.

25. 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 12 will be enforceable. If
the Class Action Waiver is deemed to be unenforceable, Driver and ADROIT

agree this Section 12is otherwise silent as to any party’s ability to bring a class,
collective or representative action in arbitration.

26. 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).

27. 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.

28. 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.

29. 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.

30. 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.

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Terms Of Service