1. Qualifications

Zemcar Inc. (hereinafter referred to at times as “Zemcar”, “Company”, “we”, or “us”) provides an innovative trust-based ride service, and the associated applications, websites, content and products (the “Services”).

Below are the terms and conditions for Drivers who utilize the Services (hereinafter referred to as “Driver Terms and Conditions Agreement”). PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES. You will have the option to print a copy of this Drivers Terms and Conditions Agreement at the end of the document.

2. Application/Screening/Background Checks.

In applying to become a Driver (you can download Zemcar’s application via IOS or Android), you will be asked to provide us with certain information about you and the vehicle you plan to use to provide rides via the Services. Such information includes, but is not limited to, your name, contact points (e.g., email address and physical address), phone number, date of birth, payment account information and current photograph. You agree to only provide us with accurate and complete information, and to update such information, as needed (and at a minimum on request from Zemcar), from time to time.

Upon approval, you will be provided an account (“Driver Account”) through which you can interact with the Services. You acknowledge and agree that you are solely responsible for all activities that occur on or through your Driver Account. You should select, and adequately protect, a password for use with your Driver Account.

Additionally, within seven (7) days of approval, you will provide proper notice to your insurance company that you are providing rideshare services.

Zemcar makes no representations, warranties or other commitments regarding whether any applicant will qualify as a Driver for rides arranged via the Services. Zemcar shall make decisions on all applications in its sole discretion. All decisions are final.

Zemcar reserves the right to perform fingerprinting, background checks, including criminal and motor vehicle background checks (including CORI checks, and/or credit checks, alone or through third parties, and otherwise screen applicants, at a minimum as required by law in the applicable jurisdiction(s) in which the Driver operates. If Zemcar determines to run a background or credit check on you, you agree to cooperate with same, including providing additional information and/or written consent to enable such checks. You acknowledge and agree that such additional information may include your Social Security Number and your driving history (e.g., DMV records).

You also understand that the Department of Public Utilities’ Division of Transportation Network Companies (“Division”), or other applicable or relevant state or federal agencies, shall review Criminal Offender Record Information, Sex Offender Registry Information, and Registry of Motor Vehicles driving record information (“Background Information”) from the Department of Criminal Justice Information Services for the purpose of evaluating whether you are suitable to perform Transportation Network Services (“Suitability Review”). You hereby acknowledge that the Division is authorized to review Background Information and provide permission to Zemcar to submit your information to the Division for the purpose of performing this Suitability Review.

Your authorization is valid for one year from the date of your completion of the application with Zemcar or until the conclusion of your affiliation with Zemcar, whichever comes first. You understand that the Division may perform a Suitability Review multiple times during this period of time.

You may withdraw this authorization at any time by providing Zemcar and the Division with written notice of your intent to withdraw my consent. By withdrawing your consent, or if your Suitability Review Consent and Authorization form is not renewed after this one-year period, you understand that (1) the Division may make an adverse decision on your Background Check Clearance Certificate, including suspending or revoking your Background Check Clearance Certificate, and (2) Zemcar may make an adverse decision on your suitability to perform Transportation Network Services, including suspending or revoking my Background Check Clearance Certificate.

By submitting an application to Zemcar, you are providing your consent to Zemcar to submit your information to the Division, and you consent to the Division’s use of this information to perform a Suitability Review. You affirm that the information you have provided to conduct a Suitability Review is true and accurate.

3. Driver Materials.

For any information you provide to Zemcar (or its third party partners), including your photo, or other pictures, (“Driver Materials”), you hereby grant Zemcar complete rights, consents and releases to use same for all legal purposes, including to reproduce, distribute, publicly display, and publicly perform your name and your image and likeness or other Driver Materials, in connection with our operation, promotion and administration of the Services, without any compensation for, or obligation to pay, you or any third party. You hereby represent and warrant that you have the full rights to provide such Driver Materials and grant to Zemcar the rights in and to same set forth above. ZemcarS rights in and to same shall survive the termination or expiration of the Driver Terms and Conditions Agreement.

You acknowledge and agree that your failure to adhere to any of the terms and conditions applying to the Driver Account may result in the suspension and even termination of your Driver Account and your inability to further access or use the Services.

4. Our Relationship.

If you are selected as a Driver by Zemcar, you will be an independent service provider. You acknowledge and agree that you are not an employee of Zemcar and that nothing in these Driver Terms and Conditions Agreement, or otherwise, will be construed as establishing an employment or agency relationship between Zemcar and you. Without limiting the foregoing, that means that you do not have any authority to bind Zemcar in any manner and you will not be entitled to any benefits paid or made available by Zemcar to its employees.

You agree to report to all applicable government agencies as income all payments received by you pursuant to your use of the Services. You acknowledge and agree that you will be solely responsible for payment of all withholding taxes, social security, workers’ compensation, unemployment and disability insurance or similar items required by any government agency for any payments received by you from or in connection with your use of the Services.

You, in your sole discretion, will decide what, if any, and which rides you will accept via the Services, as well as the means by which you provide such rides and interact with any Passengers, at all times subject to your compliance with all applicable laws and regulations, this Driver Terms and Conditions Agreement and the Zemcar Rules (here)Terms. Zemcar reserves the right, but does not undertake the obligation, to temporarily or permanently suspend, or even terminate your Driver Account for any violations of any of the foregoing.

You are solely responsible for obtaining and maintain the means for accessing and using the Services. If you access and use our Services via a mobile network, your network provider's data and messaging rates and fees may apply. Zemcar does not guarantee that the Services will function on any particular hardware or devices, or that same will be available through any particular network or service. You acknowledge and agree that the Services may be subject to interruption, errors, malfunctions and delays caused by the use of the Internet, your access.

5. Use of the Services.

Once your Driver Account is established, you will be able, through an mobile application (the “Application”), to view and accept rides that have been requested by users of the Services. From time to time we may also send you (and/or other Drivers) notifications via text, email or via the Application (or otherwise) to highlight the opportunity to accept a ride in your general vicinity.

By accepting these terms, you acknowledge that you will (1) not provide Services for more than 12 consecutive hours in a 24-hour period, (2) any violation of this policy will result in a suspension from the platform for no less than 24-hours, and (3) that a Driver is considered to be providing service if they on the Platform for five (5) or more minutes.

6. Relationship with Passengers.

The provision of a ride using the Services constitutes a relationship of trust between a passenger and you, as a Driver. When you accept a ride proposed by a passenger via the Services, you acknowledge and agree that you are solely responsible for your actions. Under that relationship, the passenger(s) agree to pay for the ride via the Services, and you agree to perform independent services to provide the ride, subject to this Driver Terms and Conditions Agreement. You also agree that you will comply with following terms:

• You shall provide rides for applicable passengers in a timely, professional and workman like manner, in accordance with the applicable ride details and the Zemcar Rules.
• Upon the completion of the ride, the Passenger is solely responsible for and shall pay the applicable fees for that ride through the passenger’s account with Zemcar (“Ride Fees”). Applicable Zemcar Fees will be deducted from such payment and the balance will be paid to you as full and complete compensation for your Driver services. You acknowledge and agree that you will not receive any payment for a ride until and unless the Passenger pays the applicable Ride Fees.
• If the applicable Passenger(s) cancels a ride after the applicable time period, abandons a ride or does not show up for a ride, the passenger(s) will remain obligated to pay the applicable Ride Fees.
• You and the passenger(s) acknowledge and agree that Zemcar does not directly, or indirectly, direct or control your selection of rides or your provision of Driver services.
• You and the passengers agree to fully indemnify, defend and hold harmless Zemcar, its affiliates, and their respective officers, directors and employees, from any and all claims arising out of or related to your provision of Services.

You acknowledge and agree that our Services are a technology platform and are not involved in the actual provision of rides. Zemcar’s sole responsibility with respect to a ride is strictly limited to (a) facilitating the availability of the Services through the Zemcar platform, and (ii) serving as the limited authorized agent of the Drivers for the purpose of accepting payments from Passengers on behalf of the Drivers and transmitting such payments to the Drivers as described herein.

7. Driver Representations and Warranties

If you are selected as a Driver, you hereby represent and warrant to us that:

• you have no existing obligations or commitments (and will not take on any such obligations or commitments) that would be in conflict or inconsistent with or that would hinder your performance of your obligations under these Driver Terms and Conditions or any direct contracts between a passenger and you.
• you have provided true and accurate information to Zemcar (and any third parties associated with your screening or background checks) in your application process to become a Driver.
• you have the necessary training, background, experience, technical knowledge and skills necessary to provide rides via the Services, in compliance with Zemcar’s policies and practices.
• you are at least 22 years or older.
• you possess a valid driver's license issued by an applicable state or governmental agency, are authorized to operate a motor vehicle and have all appropriate licenses, approvals and authority to provide transportation to third parties in all jurisdictions in which you use the Services.
• you own, or have the legal right to operate, the vehicle you use to provide rides via the Services, and such vehicle is in good operating condition and meets the industry safety standards and all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind.
• you are named or scheduled on the insurance policy covering the vehicle you use when providing rides via the Services.
• you have, and will maintain at all times you provide rides via the Services, in force, a valid policy of liability insurance (in coverage amounts consistent with all applicable city, state and federal laws, see insurance by states for coverage required in your jurisdiction) for the operation of your vehicle to cover any claims of personal injury or death or tangible or intangible property damage (including loss of use) that may arise out of any act or omission by you(you understand that in some cases your personal auto policy might not provide coverage (ride share exclusions) while providing Services, and you are solely responsible for confirming insurance coverage and exceptions with your insurance carrier. Zemcar disclaims all liability or damage that may arise as a result of a failure by your insurance carrier to provide any coverage, whether in whole or in part).
• You will provide proof of insurance upon Zemcar’s request.
• In the event of a motor vehicle accident during a ride via the Services, you will be solely responsible for compliance with any applicable statutory or department of motor vehicles requirements, and for all necessary contacts with your insurance carrier.
• you will obey all local, state and federal laws related to the matters set forth herein, and will be solely responsible for any violations of such laws.

You understand that Zemcar provides automobile coverage in conformance with applicable state laws when the Application is active and when you are providing Services. Please see insurance by states for policy coverage by jurisdiction. However, you understand and acknowledge that the insurance provided by Zemcar does not excuse the insurance requirement that you maintain your own insurance, as specified above.

8. Payment Terms

Your sole compensation for the provision of rides via the Services, upon completion of each ride, shall be the applicable Ride Fees paid by the passenger(s) after deduction of any applicable Zemcar Fees, subject to this Driver Terms and Conditions Agreement. Ride Fees vary based on the details of a particular ride.

Following the completion of each ride, you hereby authorize Zemcar to:

1. Collect (and have collected by any third party processor) the Ride Fees from the applicable Zemcar Account on your behalf, which may include deduction from an amount previously credited to such Zemcar Account holder’s account (“Account Credit”).
2. Retain applicable Zemcar Fees in consideration for your access and use of the Services.
3. Address any problems relating to the ride in any manner we deem appropriate, including, without limitation, refunding part or all of the Ride Fees to the applicable Zemcar Account.

Upon the completion of a ride, the applicable Ride Fees will be automatically charged to the Zemcar Account via the Payment Method and placed with Zemcar’s payment processor, or deducted from the Account Credit. Only the Zemcar Fees collected by Zemcar’s payment processor belong to Zemcar.

Zemcar’s payment processor will remit to you the applicable Ride Fees less the applicable Zemcar Fees to your designated payment account. Such funds will only be passed to you upon and when payment has been collected from the Zemcar Account. In the case where the Ride Fees are being paid from an Account Credit, Zemcar will remit to you the applicable Ride Fees less applicable Zemcar Fees via your designated payment account upon completion of the ride. If the applicable Account Credit is not sufficient to cover the Ride Fees, Zemcar will first deduct the available Account Credit and then charge the remaining amount to Zemcar Account holder’s Payment Method. You acknowledge and agree that under no circumstances will any payment be due to you for a ride where the applicable Zemcar Account holder has not paid for such ride.

You are solely responsible for providing complete and accurate billing and contact information to us. You will be paid in U.S. dollars.

We will not reimburse you for any expenses incurred in connection with your provision of rides via the Services. You are solely responsible for all costs incurred by you in using the Services and providing rides via same (including, without limitation, the upkeep of your vehicle) and determining, collecting, reporting and paying all applicable state and federal sales, income and other taxes.

Zemcar may revise the Zemcar Fees and/or Ride Fees at any time, in our sole discretion, by providing you at least thirty (30) days prior notice of same via the Services.

9. Legal Disclaimers; Limitation of Liability; and Indemnity

Disclaimers.

You acknowledge and agree to the following disclaimers, to the maximum amount allowed by applicable law:

• The services are provided “as is” and “as available”, and with no other representations, warranties, or guarantees by Zemcar, it’s affiliates or any other party
• Zemcar hereby disclaims any and all representations and warranties, express, implied, or statutory, not expressly set out in this terms and conditions agreement, including:
  • THE IMPLIED WARRANTIES OF MERCHANTABILITY.
  • FITNESS FOR A PARTICULAR PURPOSE.
  • NON-INFRINGEMENT.
• Zemcar also makes no representation, warranty, or other guarantee regarding the reliability, availability, timeliness, quality or suitability of the services or any services or goods requested through the use of the services
• Zemcar also make no representation, warranty, or promises that the services will be secure, free of viruses or other harmful components, uninterrupted or error-free.
• Zemcar also does not guarantee the quality, suitability, safety or ability of independent service providers. the entire risk arising out of your use of the services, and any service or good requested and/or provided through the services, remains solely with you.
• You agree not to discriminate or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation.
• Zemcar’s policy is that passengers who use wheelchairs that can safely and securely fit in the car’s trunk or backseat without obstructing the driver’s view should be reasonably accommodated by drivers on the Zemcar platform
• The law and Zemcar’s Service Animal Policy state that drivers may not deny service or otherwise discriminate against passengers with service animals. This means that drivers must transport a rider with a service animal regardless of whether a driver is allergic or afraid of these animals, or has a religious or cultural objection to them.
• A service animal is an animal, usually a dog, that is trained to perform tasks for an individual with a disability, like blindness or deafness. Service animals are not required to wear a tag or vest or be registered. Riders with service animals do not need to display any kind of proof that their animal is a service animal. In other words, if a rider with a dog says it is a service animal, the driver should transport the rider.
• A driver may ask two questions to verify that a rider’s animal is a service animal:
  • Is the animal required because of a disability?
  • What work or task has the animal been trained to perform?

Limitations of Liability.

You acknowledge and agree to the following limitations of liability, to the maximum amount allowed by applicable law:

• Under no circumstances shall Zemcar, its affiliates, or their respective officers, directors, employees or agents, be liable for:
  • Any indirect, incidental, special, exemplary, punitive, or other consequential damages, including lost profits, lost data, personal injury, or property damage related to, arising from, in connection with, or otherwise resulting from your use of the services and/or any services and goods obtained through the services, even if Zemcar is aware or has been advised of the possibility of such damages.
  • Any damages, liability or losses arising out of:
    • Your access to, use of, or reliance on, the services or your lack of such access or use; Or
    • Any interaction, transaction or relationship between you and any passenger or other user of the services, even if Zemcar is aware or has been advised of the possibility of such damages.
  • Delay or failure in the services resulting from any causes beyond Zemcar’s reasonable control.
  • Any physical or emotional injury, bodily harm or death to you, any users, including passenger or account holders, as a result of or in connection with the services.
• In no event shall Zemcar’s total liability to you in connection with the services for all damages, losses, injuries, harms and causes of action exceed two hundred and fifty U.S. dollars (US $250).
  

Indemnity

You hereby agree to indemnify and hold Zemcar, its Affiliates, and their respective office, directors, employees and agents, harmless from any and all actual or threatened claims, demands, losses, liabilities, and expenses (including reasonable attorneys' fees and costs of suit), arising from, or in connection with: (a) your use or misuse of the Services; (b) your provision of rides via the Services; (c) your breach or other violation of: any representations or warranties you made to Zemcar, the terms and conditions set forth in this Terms and Conditions Agreement, or the Zemcar Rules; (d) any transaction or activities between you and any Passenger, or other user of the Services, or any other third party; or (e) your violation of any applicable law or regulation.

17. For More Information

If you have any questions regarding our Terms and Conditions Agreement, please contact us at the following:

E-MAIL: support@Zemcar.com

MAIL: Zemcar, 737 Concord Ave, Cambridge, MA 02135 USA

ATTN: [_Zemcar___].

Updated: (May 2018)