Terms of Service

These terms of service constitute a legally binding agreement (the “Agreement”) between you and A&R Technologies Ltd. t/a Flex (“Flex,” “we,” “us” or “our”) governing your use of the Flex application, website, and technology platform (collectively, the “Flex Platform”).

By entering into to this Agreement, you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions) and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE FLEX PLATFORM.

The Flex Platform

The Flex Platform provides a marketplace where persons who seek transportation to certain destinations (“Riders”) can be matched with persons driving to or through those destinations (“Drivers”). Drivers and Riders are collectively referred to herein as “Users,” and each User shall create a User account that enables access to the Flex Platform. For purposes of this Agreement, the driving services provided by Drivers to Riders that are matched through the Platform shall be referred to collectively as the “Services”. Any decision by a User to offer or accept Services is a decision made in such User’s sole discretion. Each transportation Service provided by a Driver to a Rider shall constitute a separate agreement between such persons.

Modification to the Agreement

In the event Flex modifies the terms and conditions of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Flex reserves the right to modify any information referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Flex Platform or Services after any such changes shall constitute your consent to such changes.

Eligibility

The Flex Platform may only be used by individuals who can form legally binding contracts under applicable law. The Flex Platform is not available to children (persons under the age of 18) or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that 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 this Agreement. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account.

Charges

As a Rider, you agree to pay the amounts charged for your use of the Flex Platform and Services (“Charges”). Charges include Fares and other applicable fees, plus any tips to the Driver that you elect to pay. Flex has the authority and reserves the right to determine and modify pricing by posting applicable pricing terms to the Flex page. Pricing may vary based on the type of service you request (e.g., Flex Plus, Flex SUV) as described on the Flex website. You are responsible for reviewing the applicable Flex page and shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof.

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

Fees and Other Charges.

General.

Payments

If you are a Driver, you will receive payment for your provision of Services. All Fare payments are subject to a Flex Commission, discussed below. You will also receive any tips provided by Riders to you, and tips will not be subject to any Flex Commission. Flex will process all payments due to you through its third party payments processor. You acknowledge and agree that such amounts shall not include any interest and will be net of any amounts that we are required to withhold by law.

Flex Communications

By becoming a User, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Flex, its affiliated companies and/or Drivers, may include but are not limited to: operational communications concerning your User account or use of the Flex Platform or Services, updates concerning new and existing features on the Flex Platform, communications concerning promotions run by us or our third- party partners, and news concerning Flex and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.

Your Information

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

Promotions and Referral Programs

Flex, at its sole discretion, may make available promotions with different features to any Users or prospective Users. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Flex. Flex reserves the right to withhold or deduct credits or benefits obtained through a promotion the event that Flex determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement.

As part of your User account, Flex may provide you with or allow you to create a “Flex Code,” a unique alphanumeric code for you to distribute to friends, family and other persons (each a “Referred User”) to become new Flex Riders (“Referred Riders”) or Drivers (“Referred Drivers”). Flex Codes may only be distributed for promotional purposes and must be given away free of charge. You may not sell, trade, or barter your Flex Code. You are prohibited from advertising Flex Codes, including but not limited to: Google, Facebook, Twitter, Bing and Ecay and Craigslist. Flex reserves the right to deactivate or invalidate any Flex Code at any time in Flex’s discretion.

From time to time, Flex may offer you with incentives to refer new Users to the Flex community (the “Referral Program”). These incentives may come in the form of Flex Credits, and Flex may set or change the incentive types, amounts, terms, restrictions, and qualification requirements for any incentives in its sole discretion. Your distribution of Flex Codes and participation in the Referral Program is subject to this Agreement.

Restricted Activities

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

 

Driver Representations, Warranties and Agreements

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

Intellectual Property

All intellectual property rights in the Flex Platform shall be owned by Flex absolutely and in their entirety. These rights include and are not limited to database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the Flex Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Flex. Flex shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

FLEX and other Flex logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Flex in the United States and/or other countries (collectively, the “Flex Marks”). If you provide Services as a Driver, Flex grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the Flex Marks solely in connection with providing the Services through the Flex Platform (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without Flex’s prior written permission, which it may withhold in its sole discretion. The Flex Marks may not be used in any manner that is likely to cause confusion.

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

You agree that you will not: (1) create any materials that incorporate the Flex Marks or any derivatives of the Flex Marks other than as expressly approved by Flex in writing; (2) use the Flex Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Flex Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Flex’s rights as owner of the Flex Marks or the legality and/or enforceability of the Flex Marks, including, without limitation, challenging or opposing Flex’s ownership in the Flex Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Flex Marks, any derivative of the Flex Marks, any combination of the Flex Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Flex Marks; (5) use the Flex Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.

Violation of any provision of this License may result in immediate termination of the License, in Flex’s sole discretion. If you create any materials bearing the Flex Marks (in violation of this Agreement or otherwise), you agree that upon their creation Flex exclusively owns all right, title and interest in and to such materials, including without limitation any modifications to the Flex Marks or derivative works based on the Flex Marks. You further agree to assign any interest or right you may have in such materials to Flex, and to provide information and execute any documents as reasonably requested by Flex to enable Flex to formalize such assignment. Flex respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials on the Flex Platform or Services infringe upon your copyrights, please contact us at info@flex.ky.

Disclaimers

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

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

The Flex Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the Flex Platform and/or the Services, including the ability to provide or receive Services at any given location or time. We specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement.

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

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

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

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

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

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

Location data provided by the Flex 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 Flex, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Flex Platform. Any of your Information, including geolocational data, you upload, provide, or post on the Flex Platform may be accessible to Flex and certain Users of the Flex Platform.

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

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

Indemnity

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

Limitation of Liability

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

Term and Termination

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

DISPUTE RESOLUTION AND ARBITRATION AGREEMENT

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

YOU AND FLEX MUTUALLY AGREE TO WAIVE ALL RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY, AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Arbitration Law (2012 Revision) and survives after the Agreement terminates or your relationship with Flex ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and Flex, including the affiliates, subsidiaries, parents, successors and assigns of Flex, and each of the respective officers, directors, employees, agents, or shareholders.

Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN YOU AND FLEX (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND FLEX. 

These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the Flex Platform, the Services, any other goods or services made available through the Flex Platform, your relationship with Flex, the threatened or actual suspension, deactivation or termination of your User Account or this Agreement, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by Flex, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under consumer protection laws; All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.

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

(b) Prohibition of Class Actions and Non-Individualized Relief.

YOU UNDERSTAND AND AGREE THAT YOU AND FLEX MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND FLEX BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING.

The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis.

Notwithstanding any other provision of this Agreement or the Arbitration Agreement, disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, the class, collective, and/or representative action on such Claims must be litigated in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.

(c) Rules Governing the Arbitration.

Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the International Chamber of Commerce (“ICC”) pursuant to its procedural rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement.

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

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

(d) Arbitration Fees and Awards.

The payment of filing and arbitration fees will be governed by the relevant ICC Rules subject to the following modifications:

(e) Location and Manner of Arbitration.

Unless you and Flex agree otherwise, any arbitration hearings between Flex and a Rider will take place in the Cayman Islands, and any arbitration hearings between Flex and a Driver will take place in the county in which the Driver provides Services. If your Claim is for $10,000 or less, Flex agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as determined by the ICC Rules. If your Claim exceeds $10,000, the right to a hearing will be determined by the ICC Rules.

(f) Severability.

In addition to the severability provisions in subsections (c) above, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

(g) Optional Pre-Arbitration Negotiation Process.

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

Confidentiality

You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Flex’s business, operations and properties, including User information (“Confidential Information”) disclosed to you by Flex for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Flex in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Flex with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Flex or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Flex; becomes known to you, without restriction, from a source other than Flex without breach of this Agreement by you and otherwise not in violation of Flex’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to Flex to enable Flex to seek a protective order or otherwise prevent or restrict such disclosure.

Relationship with Flex

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

Flex does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Services, your acts or omissions, or your operation and maintenance of your vehicle. You retain the sole right to determine when, where, and for how long you will utilize the Flex Platform. You retain the option to accept or to decline or ignore a Rider’s request for Services via the Flex Platform, or to cancel an accepted request for Services via the Flex Platform, subject to Flex’s then-current cancellation policies. With the exception of any signage required by law or permit/license rules or requirements, Flex shall have no right to require you to: (a) display Flex’s names, logos or colors on your vehicle(s); or (b) wear a uniform or any other clothing displaying Flex’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Services or otherwise engage in other business or employment activities.

Other Services

In addition to connecting Riders with Drivers, the Flex Platform may enable Users to provide or receive goods or services from other third parties. For example, Users may be able to use the Flex Platform to order a delivery of goods, purchase a digital item or request a carpool ride from a commuter going in your direction (collectively, the “Other Services”). You understand and that the Other Services are subject to the terms and pricing of the third-party provider. If you choose to purchase Other Services through the Flex Platform, you authorize Flex to charge your payment method on file according to the pricing terms set by the third-party provider. You agree that Flex is not responsible and may not be held liable for the Other Services or the actions or omissions of the third- party provider. Such Other Services may not be investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Other Services accessed through the Flex Platform.

General

Except as provided in Section 17, this Agreement shall be governed by the laws of the Cayman Islands. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non- binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Flex, in our sole discretion by providing notice to you. Except as explicitly stated otherwise, any notices to Flex shall be given by certified mail, postage prepaid and return receipt requested to A&R Technologies Ltd. 71 Fort Street, 1st Floor Appleby Tower, PO Box 950, Grand Cayman KY1-1102, Cayman Islands. Any notices to you shall be provided to you through the Flex Platform or given to you via the email address or physical address you provide to Flex during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and Flex with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.

If you have any questions regarding the Flex Platform or Services, please contact our Customer Support Team through info@flex.ky.