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Terms & Conditions

  1. Contractual Relationship Udreo Driver

These Terms of Use (“Terms“) govern the access or use by you, an individual or entity, from

within the Republic of South Africa and its territories and possessions of applications, websites,

content, products, and services (the “Services“) made available in South Africa and its territories

and possessions by Udreo Pty Ltd and its subsidiaries and affiliates (collectively, “Udreo“).

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE

SERVICES. In these Terms, the words “including” and “include” mean “including, but not

limited to.”

Your access and use of the Services constitutes your agreement to be bound by these Terms,

which establishes a contractual relationship between you and Udreo Pty Ltd. If you do not agree

to these Terms, you may not access or use the Services. These Terms expressly supersede prior

agreements or arrangements with you. Udreo may immediately terminate these Terms or any

Services with respect to you, or generally cease offering or deny access to the Services or any

portion thereof, at any time for any reason.

Supplemental terms may apply to certain Services, such as policies for a particular event, activity

or promotion, and such supplemental terms will be disclosed to you in connection with the

applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the

Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these

Terms in the event of a conflict with respect to the applicable Services.

Udreo may amend the Terms related to the Services from time to time. Amendments will be

effective upon Udreo’ posting of such updated Terms at this location or the amended policies or

supplemental terms on the applicable Service(s). Your continued access or use of the Services

after such posting constitutes your consent to be bound by the Terms, as amended.

Our collection and use of personal information in connection with the Services is as provided in

Udreo’ Privacy Policy located at www.Udreo.com/legal/privacy.

  1. The Services

The Services constitute a technology platform that enables users of Udreo’ mobile applications

or websites provided as part of the Services (each, an “Application“) to arrange and schedule

transportation and/or logistics services with third party providers of such services, including

independent third party transportation providers and third party logistics providers under

agreement with Udreo or certain of Udreo’ affiliates (“Third Party Providers“). Unless otherwise

agreed by Udreo in a separate written agreement with you, the Services are made available solely

for your personal or commercial use. YOU ACKNOWLEDGE THAT Udreo DOES NOT

PROVIDE TRANSPORTATION OR LOGISTICS SERVICES OR FUNCTION AS A

TRANSPORTATION CARRIER.

License.

Subject to your compliance with these Terms, Udreo grants you a limited, non-exclusive, non

sublicensable, revocable, non-transferrable license to:

(i) access and use the Applications on your personal device solely in connection with your use of

the Services; and

(ii) access and use any content, information and related materials that may be made available

through the Services, in each case solely for your personal or commercial use. Any rights not

expressly granted herein are reserved by Udreo and Udreo’ licensors.2.1. Restrictions.

You may not:

(i) remove any copyright, trademark or other proprietary notices from any portion of the

Services;

(ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell,

transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the

Services except as expressly permitted by Udreo;

(iii) decompile, reverse engineer or disassemble the Services except as may be permitted by

applicable law;

(iv) link to, mirror or frame any portion of the Services;

(v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or

otherwise data mining any portion of the Services or unduly burdening or hindering the operation

and/or functionality of any aspect of the Services; or

(vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related

systems or networks.

2.2. Provision of the Services.

You acknowledge that portions of the Services may be made available under Udreo’ various

brands or request options associated with transportation or logistics, including the transportation

request brands currently referred to as “Udreo,” “UdreoBike,“. You also acknowledge that the

Services may be made available under such brands or request options by or in connection with:

(i) certain of Udreo’ subsidiaries and affiliates; or

(ii) independent Third Party Providers, including Transportation Network Company drivers,

Transportation Charter Permit holders or holders of similar transportation permits, authorizations

or licenses.

2.3. Third-Party Services and Content.

The Services may be made available or accessed in connection with third-party services and

content (including advertising) that Udreo does not control. You acknowledge that different

terms of use and privacy policies may apply to your use of such third party services and content.

Udreo does not endorse such third party services and content and in no event shall Udreo be

responsible or liable for any products or services of such third party providers. Additionally,

Apple Inc., Google, Inc., or Microsoft Corporation will be a third-party beneficiary to this

contract if you access the Services using Applications developed for Apple iOS, Android, or

Microsoft Windows-powered mobile devices, respectively. These third-party beneficiaries are

not parties to this contract and are not responsible for the provision or support of the Services in

any manner. Your access to the Services using these devices is subject to terms set forth in the

applicable third-party beneficiary’s terms of service.

2.4. Ownership.

The Services and all rights therein are and shall remain Udreo’ property or the property of

Udreo’ licensors. Neither these Terms nor your use of the Services convey or grant to you any rights:

(i) in or related to the Services except for the limited license granted above; or (

  1. ii) to use or reference in any manner Udreo’ company names, logos, product and service names,

trademarks or services marks or those of Udreo’ licensors.

  1. Your Use of the Services

3.1. User Accounts.

In order to use most aspects of the Services, you must register for and maintain an active

personal user Services account (“Account“). You must be at least 18 years of age, or the age of

legal majority in your jurisdiction (if different than 18), to obtain an Account. Account

registration requires you to submit to Udreo certain personal information, such as your name,

address, mobile phone number and age, as well as at least one valid payment method (either a

credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to

date information in your Account. Your failure to maintain accurate, complete, and up-to-date

Account information, including having an invalid or expired payment method on file, may result

in your inability to access and use the Services or Udreo’ termination of this Agreement with

you. You are responsible for all activity that occurs under your Account, and you agree to

maintain the security and secrecy of your Account username and password at all times. Unless

otherwise permitted by Udreo in writing, you may only possess one Account.

3.2. User Requirements and Conduct.

The Service is not available for use by persons under the age of 18. You may not authorize third

parties to use your Account, and you may not allow persons under the age of 18 to receive

transportation or logistics services from Third Party Providers unless they are accompanied by

you. You may not assign or otherwise transfer your Account to any other person or entity. You

agree to comply with all applicable laws when using the Services, and you may only use the

Services for lawful purposes (e.g., no transport of unlawful or hazardous materials). You will not

in your use of the Services cause nuisance, annoyance, inconvenience, or property damage,

whether to the Third Party Provider or any other party. In certain instances you may be asked to

provide proof of identity to access or use the Services, and you agree that you may be denied

access to or use of the Services if you refuse to provide proof of identity.

3.3. Text Messaging.

By creating an account, you agree that the Services may send you informational text (SMS)

messages as part of the normal business operation of your use of the Services. You may opt-out

of receiving text (SMS) messages from Udreo at any time by texting the word STOP to 89203s

from the mobile device receiving the messages. You acknowledge that opting out of receiving

text (SMS) messages may impact your use of the Services.

3.4. Promotional Codes.Udreo may, in Udreo’ sole discretion, create promotional codes that may be redeemed for

Account credit, or other features or benefits related to the Services and/or a Third Party

Provider’s services, subject to any additional terms that Udreo establishes on a per promotional

code basis (“Promo Codes“). You agree that Promo Codes:

(i) must be used for the intended audience and purpose, and in a lawful manner;

(ii) may not be duplicated, sold or transferred in any manner, or made available to the general

public (whether posted to a public form or otherwise), unless expressly permitted by Udreo;

(iii) maybe disabled by Udreo at any time for any reason without liability to Udreo;

(iv) may only be used pursuant to the specific terms that Udreo establishes for such Promo Code;

(v) are not valid for cash; and

(vi) may expire prior to your use. Udreo reserves the right to withhold or deduct credits or other

features or benefits obtained through the use of Promo Codes by you or any other user in the

event that Udreo determines or believes that the use or redemption of the Promo Code was in

error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms.

3.5. User-Provided Content.

Udreo may, in Udreo’ sole discretion, permit you from time to time to submit, upload, publish or

otherwise make available to Udreo through the Services textual, audio, and/or visual content and

information, including commentary and feedback related to the Services, initiation of support

requests, and submission of entries for competitions and promotions (“User Content“). Any User

Content provided by you remains your property. However, by providing User Content to Udreo,

you grant Udreo a worldwide, perpetual, irrevocable, transferrable, royalty-free license, with the

right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display,

publicly perform, and otherwise exploit in any manner such User Content in all formats and

distribution channels now known or hereafter devised (including in connection with the Services

and Udreo’ business and on third-party sites and services), without further notice to or consent

from you, and without the requirement of payment to you or any other person or entity. You

represent and warrant that:

(i) you either are the sole and exclusive owner of all User Content or you have all rights,

licenses, consents and releases necessary to grant Udreo the license to the User Content as set

forth above; and

(ii) neither the User Content nor your submission, uploading, publishing or otherwise making

available of such User Content nor Udreo’ use of the User Content as permitted herein will

infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or

rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene,

pornographic, unlawful, or otherwise offensive, as determined by Udreo in its sole discretion,

whether or not such material may be protected by law. Udreo may, but shall not be obligated to,

review, monitor, or remove User Content, at Udreo’s sole discretion and at any time and for any

reason, without notice to you.

3.6. Network Access and Devices.

You are responsible for obtaining the data network access necessary to use the Services. Your

mobile network’s data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible

hardware or devices necessary to access and use the Services and Applications and any updates

thereto. Udreo does not guarantee that the Services, or any portion thereof, will function on any

particular hardware or devices. In addition, the Services may be subject to malfunctions and

delays inherent in the use of the Internet and electronic communications.

  1. Payment

You understand that use of the Services may result in charges to you for the services or goods

you receive from a Third Party Provider (“Charges“). After you have received services or goods

obtained through your use of the Service, Udreo will facilitate your payment of the applicable

Charges on behalf of the Third Party Provider, as such Third Party Provider’s limited payment

collection agent. Payment of the Charges in such manner shall be considered the same as

payment made directly by you to the Third Party Provider. Charges will be inclusive of

applicable taxes where required by law. Charges paid by you are final and non-refundable unless

otherwise determined by Udreo. You retain the right to request lower Charges from a Third Party

Provider for services or goods received by you from such Third Party Provider at the time you

receive such services or goods. Udreo will respond accordingly to any request from a Third Party

Provider to modify the Charges for a particular service or good.

All Charges are due immediately and payment will be facilitated by Udreo using the preferred

payment method designated in your Account, after which Udreo will send you a receipt by

email. If your primary Account payment method is determined to be expired, invalid or

otherwise not able to be charged, you agree that Udreo may, as the Third Party Provider’s limited

payment collection agent, use a secondary payment method in your Account, if available.

As between you and Udreo, Udreo reserves the right to establish, remove and/or revise Charges

for any or all services or goods obtained through the use of the Services at any time in Udreo’

sole discretion. Further, you acknowledge and agree that Charges applicable in certain

geographical areas may increase substantially during times of high demand. Udreo will use

reasonable efforts to inform you of Charges that may apply, provided that you will be

responsible for Charges incurred under your Account regardless of your awareness of such

Charges or the amounts thereof. Udreo may from time to time provide certain users with

promotional offers and discounts that may result in different amounts charged for the same or

similar services or goods obtained through the use of the Services, and you agree that such

promotional offers and discounts unless also made available to you, shall have no bearing on

your use of the Services or the Charges applied to you. You may elect to cancel your request for

services or goods from a Third Party Provider at any time prior to such Third Party Provider’s

arrival, in which case you may be charged a cancellation fee.

This payment structure is intended to fully compensate the Third Party Provider for the services

or goods provided. Except with respect to taxicab transportation services requested through the

Application, Udreo does not designate any portion of your payment as a tip or gratuity to the

Third Party Provider. Any representation by Udreo (on Udreo’s website, in the Application, or in

Udreo’s marketing materials) to the effect that tipping is “voluntary,” “not required,” and/or

“included” in the payments you make for services or goods provided is not intended to suggest

that Udreo provides any additional amounts, beyond those described above, to the Third Party

Provider. You understand and agree that, while you are free to provide additional payment as a

gratuity to any Third Party Provider who provides you with services or goods obtained through the Service, you are under no obligation to do so. Gratuities are voluntary. After you have

received services or goods obtained through the Service, you will have the opportunity to rate

your experience and leave additional feedback about your Third Party Provider.

4.1. Repair or Cleaning Fees.

You shall be responsible for the cost of repair for damage to, or necessary cleaning of, Third

Party Provider vehicles and property resulting from use of the Services under your Account in

excess of normal “wear and tear” damages and necessary cleaning (“Repair or Cleaning“). In the

event that a Third Party Provider reports the need for Repair or Cleaning, and such Repair or

Cleaning request is verified by Udreo in Udreo’s reasonable discretion, Udreo reserves the right

to facilitate payment for the reasonable cost of such Repair or Cleaning on behalf of the Third

Party Provider using your payment method designated in your Account. Such amounts will be

transferred by Udreo to the applicable Third Party Provider and are non-refundable.

  1. Disclaimers; Limitation of Liability; Indemnity.

5.1. DISCLAIMER.

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” Udreo DISCLAIMS

ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY,

NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE

AND NON-INFRINGEMENT. IN ADDITION, Udreo MAKES NO REPRESENTATION,

WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS,

QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES

OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE

SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. Udreo DOES NOT

GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY

PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF

THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION

THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT

PERMITTED UNDER APPLICABLE LAW.

5.2. LIMITATION OF LIABILITY.

Udreo SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,

PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST

DATA, LOST OR DAMAGED PROPERTY, PERSONAL INJURY, OR PROPERTY

DAMAGE RELATED THERETO, IN CONNECTION WITH, OR OTHERWISE RESULTING

FROM ANY USE OF THE SERVICES, EVEN IF Udreo HAS BEEN ADVISED OF THE

POSSIBILITY OF SUCH DAMAGES. Udreo SHALL NOT BE LIABLE FOR ANY

DAMAGES, LIABILITY OR LOSSES ARISING OUT OF:

(i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO

ACCESS OR USE THE SERVICES; OR

(ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF Udreo HAS BEEN ADVISED OF THE POSSIBILITY OF

SUCH DAMAGES. Udreo SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN

PERFORMANCE RESULTING FROM ANY CAUSE, THE USE OF THE SERVICES OR BY

THIRD PARTY PROVIDER. YOU ACKNOWLEDGE THAT THIRD PARTY

TRANSPORTATION PROVIDERS PROVIDING TRANSPORTATION SERVICES

REQUESTED THROUGH SOME REQUEST BRANDS MAY OFFER RIDESHARING OR

PEER-TO-PEER TRANSPORTATION SERVICES AND MAY NOT BE PROFESSIONALLY

LICENSED OR PERMITTED. IN NO EVENT SHALL Udreo’ TOTAL LIABILITY TO YOU

IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES

OF ACTION EXCEED THE AMOUNT YOU PAID FOR THE SERVICES.

Udreo DOES NOT PROVIDE ANY TYPE OF INSURANCE OF SURETY BOND FOR THE

SURVICES PROVIDED.

Udreo’s SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE

TRANSPORTATION, GOODS, OR LOGISTICS SERVICES WITH THIRD PARTY

PROVIDERS, BUT YOU AGREE THAT Udreo HAS NO RESPONSIBILITY OR LIABILITY

TO YOU RELATED TO ANY TRANSPORTATION, GOODS OR LOGISTICS SERVICES

PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY

SET FORTH IN THESE TERMS.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 5 DO NOT PURPORT TO

LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE

EXCLUDED UNDER APPLICABLE LAW.

5.3. Indemnity.

You agree to indemnify and hold Udreo and its officers, directors, employees, and agents

harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’

fees), arising out of or in connection with:

(i) your use of the Services or services or goods obtained through your use of the Services;

(ii) your breach or violation of any of these Terms;

(iii) Udreo’ use of your User Content; or

(iv) your violation of the rights of any third party, including Third-Party Providers.

  1. Dispute Resolution

6.1. Arbitration.

You agree that any dispute, claim or controversy arising out of or relating to these Terms or the

breach, termination, enforcement, interpretation or validity thereof or the use of the Services

(collectively, “Disputes“) will be settled by binding arbitration between you and Udreo, except

that each party retains the right to bring an individual action to seek injunctive or other equitable

relief in a court of competent jurisdiction to prevent the actual or threatened infringement,

misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other

intellectual property rights. You acknowledge and agree that you and Udreo are each waiving the

right to a trial by jury or to participate as a plaintiff or class in any purported class action or

representative proceeding. Further, unless both you and Udreo otherwise agree in writing, the

arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held

unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void.

Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any

termination of these Terms.

6.2. Arbitration Rules and Governing Law.

The arbitration will be administered by the South African Arbitration Association (“SAAA“) in

accordance with the Commercial Arbitration Rules and the Supplementary Procedures for

Consumer-Related Disputes (the “SAAA Rules“) then in effect, except as modified by this

“Dispute Resolution” section. (The SAAA Rules are available at https://www.arbitrators.co.za by

calling the SAAA at +27 11 884 9164) The Arbitration Act will govern the interpretation and

enforcement of this Section.

6.3. Arbitration Process.

A party who desires to initiate arbitration must provide the other party with a written Demand for

Arbitration as specified in the SAAA Rules. (The SAAA provides a form Demand for

Arbitration atwww.adr.org/aaa/ShowPDF?doc=ADRSTG_004175 and a separate form for

California residents https://www.arbitrators.co.za .) The arbitrator will be either a retired judge or

an attorney licensed to practice law in South Africa and will be selected by the parties from the

SAAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an

arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the SAAA will

appoint the arbitrator in accordance with the SAAA Rules.

6.4. Arbitration Location and Procedure.

Unless you and Udreo otherwise agree, the arbitration will be conducted in the county where you

reside. If your claim does not exceed R10,000, then the arbitration will be conducted solely on

the basis of documents you and Udreo submit to the arbitrator, unless you request a hearing or

the arbitrator determines that a hearing is necessary. If your claim exceeds R10,000, your right to

a hearing will be determined by the SAAA Rules. Subject to the SAAA Rules, the arbitrator will

have the discretion to direct a reasonable exchange of information by the parties, consistent with

the expedited nature of the arbitration.

6.5 Arbitrator’s Decision.

The arbitrator will render an award within the time frame specified in the SAAA Rules. The

arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator

based the award. Judgment on the arbitration award may be entered in any court having

jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the

“Limitation of Liability” section above as to the types and the amounts of damages for which a

party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor

of the claimant and only to the extent necessary to provide relief warranted by the claimant’s

individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees

and expenses, to the extent provided under applicable law. Udreo will not seek, and hereby waives all rights Udreo may have under applicable law to recover, attorneys’ fees and expenses

if Udreo prevails in arbitration.

6.6. Fees.

Your responsibility to pay any SAAA filing, administrative and arbitrator fees will be solely as

set forth in the SAAA Rules.

6.7. Changes.

Notwithstanding the provisions of the modification-related provisions above, if Udreo changes

this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any

subsequent changes to these Terms), you may reject any such change by providing Udreo written

notice of such rejection by mail or hand delivery to: Udreo head office address, or by email from

the email address associated with your Account to [email protected], within 30 days of the

date such change became effective, as indicated in the “Last update” date above. In order to be

effective, the notice must include your full name and clearly indicate your intent to reject

changes to this “Dispute Resolution” section. By rejecting changes, you are agreeing that you

will arbitrate any Dispute between you and Udreo in accordance with the provisions of this

“Dispute Resolution” section as of the date you first accepted these Terms (or accepted any

subsequent changes to these Terms).

  1. Other Provisions

7.1. Choice of Law.

These Terms are governed by and construed in accordance with the laws of South Africa.,

without giving effect to any conflict of law principles.

7.2. Claims of Copyright Infringement.

Claims of copyright infringement should be sent to Udreo’s designated agent. Please visit Udreo’

web page at http://Udreo.com for the designated address and additional information.

7.3. Notice.

Udreo may give notice by means of a general notice on the Services, electronic mail to your

email address in your Account, or by written communication sent by first-class mail or pre-paid

post to your address in your Account. Such notice shall be deemed to have been given upon the

expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12

hours after sending (if sent by email). You may give notice to Udreo, with such notice deemed

given when received by Udreo, at any time by first class mail or pre-paid post to Udreo Pty Ltd

Attn: User Notices – Legal, (INSERT ADDRESS HERE).

7.4. General.You may not assign these Terms without Udreo’s prior written approvals. Udreo may assign

these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Udreo’s

equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation

of this section shall be void. No joint venture, partnership, employment, or agency relationship

exists between you, Udreo or any Third-Party Provider as a result of this Agreement or use of the

Services. If any provision of these Terms is held to be invalid or unenforceable, such provision

shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

Udreo’s failure to enforce any right or provision in these Terms shall not constitute a waiver of

such right or provision unless acknowledged and agreed to by Udreo in writing. The terms you,

person and individual shall include an individual, person or entity.