UBER B.V.

SERVICES AGREEMENT – KENYA – SEPTEMBER 20 2020

UBER B.V. SERVICES AGREEMENT

Dated: September 20 2020

This Services Agreement ("Agreement") constitutes a legal agreement between Uber B.V., a private limited
liability company established in The Netherlands, having its offices at Mr. Treublaan 7, 1097 DP, Amsterdam,
The Netherlands, registered at the Amsterdam Chamber of Commerce under number 56317441 ("Uber") and
either:

A.1. an independent company in the business of providing transportation services; or

A.2. a fleet partner, being either an individual, a sole proprietorship or any other corporate entity
facilitating the provision of transportation services through drivers who are contracted by such
fleet partner,

using the Uber Service under a licence from Uber (a "Fleet Customer"); or

B. an individual who satisfies the Driver-Partner Requirements set out in Part B, Section 3.1 (Driver-
Partner Requirements) below to be an active Driver-Partner and whom Uber has authorised to
access the Uber Services and to provide passenger transportation services to Users through the
Uber Services (an "UBV Driver-Partner"),

collectively, the "Customers" and individually, a "Customer".

Uber provides the Uber Services (as defined in Part A, Section 2 (Use of the Uber Services) and Part B, Section
2 (Use of the Uber Services) below) for the purpose of providing lead generation services to Customers.

The Uber Services enable Customers to seek, receive and fulfil requests for transportation services from an
authorised User of Uber's mobile application.

To facilitate the provision of the transportation services the Fleet Driver-Partner or UBV Driver-Partner
performs, the Customer wishes to receive lead generation and related services through the Uber Services for
the purpose of accessing and using the Uber Services to enhance its, his or her business. This Agreement
defines the terms and conditions under which the Customer may receive such lead generation and related
service and the parties responsibilities in respect of cash collection, payment terms and receiving Uber Cash
Payments (as set out in Part A, Section 4.3 (Change for Uber Cash) and Part B, Section 4.3 (Change for Uber
Cash) below).

By entering into this Agreement, the Customer acknowledges and agrees that Uber is a technology services
provider that does not provide transportation services, function as a transportation carrier, nor operate as
an agent for the transportation of passengers.

CONDITIONS FOR ENTRY INTO AGREEMENT

1. The terms of this Agreement will apply to Customers as follows:

(a) Fleet Customers: Part A: Specific Terms Conditions Applicable to Fleet Customers will
apply exclusively to Fleet Customers, and should be read together with Part C: General
Terms and Conditions.

(b) UBV Driver Partners: Part B: Specific Terms and Conditions Applicable to UBV Driver-
Partners will apply exclusively to UBV Driver-Partners and should be read together with
Part C: General Terms and Conditions.

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UBER B.V. SERVICES AGREEMENT – KENYA – SEPTEMBER 20 2020

2. In order to enable Fleet Driver-Partners to use the Uber Services, the Fleet Customer must
agree to and procure that a Fleet Driver-Partner enters into the Fleet Driver Agreement with
the Fleet Customer.

The Fleet Customer must further procure that the Fleet Driver-Partner agrees to:
(a) any other terms and conditions of this Agreement that are applicable to it in
accordance with Section 1 - Conditions for Entry into Agreement above;
(b) the Uber B.V. Terms and Conditions (as amended by Uber from time to time) which
govern the access or use of applications, websites, content, products, and services
made available by Uber to the Customer and any Driver-Partner (the "General
Terms"); and
(c) any other terms and conditions as notified by Uber or any of its Affiliates to the
Customer (and where applicable to Fleet Driver-Partners, from time to time).

3. To facilitate the execution of this Agreement (where undertaken electronically) by the

Customer, Uber will provide the Agreement (and any subsequent revisions, updates,
amendments or addendums to this Agreement) to the Customer via the Driver App. Upon the
Customer clicking "I accept" or executing this Agreement in written form, the Customer shall
be bound by the terms and conditions set forth herein.

4. Upon the Customer's acceptance (electronic or otherwise) of this Agreement, the Customer
and Uber shall be bound by the terms and conditions set forth herein and by accepting the
terms of this Agreement, the Customer warrants and represents that it has: (1) read and
understood the terms of this Agreement and (2) if necessary, sought independent legal advice
in relation to its terms.

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Part A: Specific Terms and Conditions Applicable to Fleet Customers

PART A: SPECIFIC TERMS AND CONDITIONS APPLICABLE TO FLEET CUSTOMERS

This Part A applies only to Fleet Customers and should be read together with Part C, General Terms and
Conditions.

1. Definitions

1.1 Defined terms used in this Part A shall have the meanings set out in Part C: General Terms and
Conditions, Section 1.

2. Use of the Uber Services

2.1 Driver IDs. Uber will issue the Fleet Customer a Driver ID for each Fleet Driver-Partner providing
Transportation Services to enable the Fleet Customer and each Fleet Driver-Partner to access and
use the Driver App on a Device in accordance with the Driver Agreement and this Agreement. The
Fleet Customer agrees that it will, and that it will ensure that its Fleet Driver-Partners will, maintain
Driver IDs in confidence and not share Driver IDs with any third party other than the Fleet Driver-
Partner associated with such Driver ID for the purpose of providing Transportation Services. The
Fleet Customer will immediately notify Uber of any actual or suspected breach or improper use or
disclosure of a Driver ID or the Driver App.

2.2 Provision of Transportation Services. When the Driver App is active, User requests for
Transportation Services may appear to a Fleet Driver-Partner via the Driver App if the Fleet Driver-
Partner is available and in the vicinity of the User. If a Fleet Driver-Partner accepts a User's request
for Transportation Services, the Uber Services will provide certain User Information to such Fleet
Driver-Partner via the Driver App, including the User's first name and pickup location.

2.3 Waiting time. In order to enhance User satisfaction with the Uber mobile application and Fleet
Customer's and Fleet Driver-Partner(s) Transportation Services, it is recommended that the Fleet
Driver-Partner wait at least ten (10) minutes for a User to show up at the requested pick-up
location. The Fleet Driver-Partner will obtain the destination from the User, either in person upon
pickup or from the Driver App if the User elects to enter such destination via Uber's mobile
application.

2.4 Sharing personal data and insurance information. Fleet Customer acknowledges and agrees that:
(a) once a Fleet Driver-Partner has accepted a User's request for Transportation Services,
Uber's mobile application may provide certain information about the Fleet Driver-Partner
to the User, including the Fleet Driver-Partner's first name, contact information, Customer
entity name, photo and location, and the Fleet Driver-Partner's Vehicle's make and license
plate number. Customer shall not, and shall ensure that all Fleet Driver-Partners do not,
contact any Users or use any User's personal data for any reason other than for the
purposes of fulfilling Transportation Services.
(b) Uber may release the contact and/or insurance information of the Fleet Customer and/or
a Fleet Driver-Partner to a User upon such User's reasonable request.

2.5 Safety. As between Uber and the Fleet Customer, the Fleet Customer acknowledges and agrees
that: (a) the Fleet Customer and its Fleet Driver-Partners are solely responsible for determining the
most effective, efficient and safe manner to perform each instance of Transportation Services; and
(b) except for the Uber Services, the Fleet Customer shall provide all necessary equipment, tools
and other materials, at the Fleet Customer's own expense, necessary to perform Transportation
Services.

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Part A: Specific Terms and Conditions Applicable to Fleet Customers

2.6 Fleet Customer's Relationship with Users.

2.6.1 The Fleet Customer acknowledges and agrees that the Fleet Customer's provision of Transportation
Services to Users creates a legal and direct business relationship between the Fleet Customer and
the User, to which Uber is not a party. Uber is not responsible or liable for the actions or inactions
of a User in relation to the activities of the Fleet Customer, a Fleet Driver-Partner or any Vehicle.

2.6.2 The Fleet Customer shall have the sole responsibility for any obligations or liabilities to Users or
third parties that arise from its provision of Transportation Services.

2.6.3 The Fleet Customer acknowledges and agrees that:

(a) it and each Fleet Driver-Partner are solely responsible for taking such precautions as may
be reasonable and proper (including maintaining adequate insurance that meets the
requirements of all applicable laws) regarding any acts or omissions of a User or third
party.
(b) unless specifically consented to by a User, neither the Fleet Customer nor the Fleet Driver-
Partner may transport or allow inside any Vehicle individuals other than a User and any
individuals authorised by such User during the performance of Transportation Services for
such User.
(c) all Users should be transported directly to their specified destination, as directed by the
applicable User, without unauthorised interruption or unauthorised stops.

2.7 Customer's Relationship with Uber.

2.7.1 Except as otherwise expressly provided herein with respect to Uber acting as the limited payment
collection agent solely for the purpose of collecting Non-Cash Payment from Users on behalf of the
Fleet Customer, the relationship of the Parties vis à vis Uber is solely that of independent
contractors.

2.7.2 The Parties expressly agree that:

(a) this Agreement is not an employment agreement, nor does it create an employment
relationship (including from a labour law, tax law or social security law perspective),
between Uber and the Fleet Customer or Uber and any Fleet Driver-Partner; and
(b) no joint venture, partnership, or agency relationship exists between Uber and the Fleet
Customer or Uber and any Fleet Driver-Partner.

2.7.3 The Fleet Customer has no authority to bind Uber and undertakes not to hold itself out, and to
ensure that each Fleet Driver-Partner does not hold himself or herself out, as an employee, agent
or authorised representative of Uber or its Affiliates. Where, by implication of mandatory law or
otherwise, the Fleet Customer or any Fleet Driver-Partner may be deemed an employee, agent or
representative of Uber, the Fleet Customer undertakes and agrees to indemnify, defend (at Uber's
option) and hold Uber and its Affiliates harmless from and against any claims by any person, entity,
regulators or governmental authorities based on such implied employment, agency or
representative relationship.

2.7.4 The Fleet Customer expressly acknowledges and agrees that by agreeing to the terms and
conditions of this Agreement, the Fleet Customer intends to perform Transportation Services in a
non-incidental manner and, as such, Uber will consider the Fleet Customer and its Fleet Driver-
Partners to be taxable persons in accordance with all applicable VAT, GST and indirect tax
legislation.

2.7.5 Except as otherwise provided by applicable law, nothing in this Agreement shall deem a Fleet
Customer, whose role is limited to leasing vehicles to Fleet Driver-Partner(s) as being a transport
operator from a tax law perspective. Where a Transportation Customer provides a vehicle to a Fleet
Driver-Partner, such Fleet Driver-Partner shall be deemed to be the merchant of the Transportation
Service.

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Part A: Specific Terms and Conditions Applicable to Fleet Customers

2.7.6 Uber does not, and shall not be deemed to, direct or control the Fleet Customer or its Fleet Driver-
Partners generally or in their performance under this Agreement specifically, including in
connection with the operation of the Fleet Customer's business, the provision of Transportation
Services, the acts or omissions of the Fleet Driver-Partners, or the operation and maintenance of
any Vehicles.

The Fleet Customer and its Fleet Driver-Partners retain the sole right to determine when and for
how long each of them will utilise the Driver App or the Uber Services. The Fleet Customer and its
Fleet Driver-Partners retain the option, via the Driver App, to attempt to accept or to decline or
ignore a User's request for Transportation Services via the Uber Services, or to cancel an accepted
request for Transportation Services via the Driver App, subject to Uber's then-current cancellation
policies.

2.7.7 Uber names and logos. The Fleet Customer will not, and will ensure that its Fleet Driver-Partners
do not: (a) display Uber's or any of its Affiliates' names, logos or colours on any Vehicle(s); or (b)
wear a uniform or any other clothing displaying Uber's or any of its Affiliates' names, logos or
colours. The foregoing does not apply if the Fleet Customer and Uber have agreed otherwise or if
so required by law.

2.7.8 Independent business. The Fleet Customer acknowledges and agrees that it has complete
discretion to operate its independent business and direct its Fleet Driver-Partners at its own
discretion, including the ability to provide services at any time to any third party separate and apart
from Transportation Services. For the sake of clarity, the Fleet Customer understands that it retains
the complete right to provide transportation services to its existing customers and to use other
software application services in addition to the Uber Services.

2.7.9 Deactivation. Uber retains the right to, at any time in Uber's sole discretion, deactivate or
otherwise restrict the Fleet Customer or any Fleet Driver-Partner from accessing or using the Driver
App or the Uber Services in the event of a violation of this Agreement, a violation of a Driver
Agreement, Fleet Customer‘s or any Fleet Driver-Partner's disparagement of Uber or any of its
Affiliates, Fleet Customer's or any Fleet Driver-Partner's act or omission that causes harm to Uber's
or its Affiliates' brand, reputation or business as determined by Uber in its sole discretion. Uber
also retains the right to deactivate or otherwise restrict Fleet Customer or any Fleet Driver-Partner
from accessing or using the Driver App or the Uber Services as otherwise set out in this Agreement
or for any other reason at the sole and reasonable discretion of Uber.

2.8 Fleet Customer's Relationship with Fleet Driver-Partners.

2.8.1 The Fleet Customer shall have the sole responsibility for any obligations or liabilities to Fleet Driver-
Partners that arise from its relationship with its Fleet Driver-Partners (including provision of
Transportation Services).

2.8.2 The Fleet Customer acknowledges and agrees that it exercises sole control over the Fleet Driver-
Partners and will comply with all applicable laws (including tax, social security and employment
laws) governing or otherwise applicable to its relationship with its Fleet Driver-Partners.

2.8.3 Notwithstanding the Fleet Customer's right, if applicable, to take recourse against a Fleet Driver-
Partner, the Fleet Customer acknowledges and agrees that it is at all times responsible and liable
for the acts and omissions of its Fleet Driver-Partners vis-à-vis Users and Uber, even where such
liability may not be mandated under applicable law.

2.8.4 The Fleet Customer shall require each Fleet Driver-Partner to enter into a Fleet Driver Agreement
(as may be updated from time to time) and where executed in writing shall provide a copy of each
executed Fleet Driver Agreement to Uber. The Fleet Customer acknowledges and agrees that in
accordance with Part C, Section 9.8 (Providing Driver Agreement and Amendments via the Driver

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Part A: Specific Terms and Conditions Applicable to Fleet Customers

App), Uber may provide or push the Fleet Driver Agreement (and any modifications, amendments
or supplements to the Driver Agreement) to the Fleet Driver-Partner via the Driver App for the Fleet
Driver-Partner's acceptance.

2.8.5 The Fleet Customer acknowledges and agrees that Uber is a third-party beneficiary to each Fleet
Driver Agreement, and that, upon a Fleet Driver-Partner's execution of the Fleet Driver Agreement
(electronically or otherwise), Uber will have the irrevocable right (and will be deemed to have
accepted the right unless it is rejected promptly after receipt of a copy of the executed Fleet Driver
Agreement) to enforce the Fleet Driver Agreement against the Fleet Driver-Partner as a third party
beneficiary thereof.

2.9 Ratings.
2.9.1 The Fleet Customer acknowledges and agrees that:
(a) after receiving Transportation Services, a User will be prompted by Uber's mobile
application to provide a rating of such Transportation Services and Fleet Driver-Partner
and, optionally, to provide comments or feedback about such Transportation Services and
Fleet Driver-Partner; and
(b) after providing Transportation Services, the Fleet Driver-Partner will be prompted by the
Driver App to provide a rating of the User and, optionally, to provide comments or
feedback about the User.
The Fleet Customer shall instruct all Fleet Driver-Partners to provide ratings and feedback in good
faith.

2.9.2 The Fleet Customer acknowledges that Uber desires that Users have access to high-quality services
via Uber's mobile application. In order to continue to receive access to the Driver App and the Uber
Services, each Fleet Driver-Partner must maintain an average rating by Users that exceeds the
minimum average acceptable rating established by Uber for the Territory, as may be updated from
time to time by Uber in its sole discretion ("Minimum Average Rating"). In the event a Fleet Driver-
Partner's average rating falls below the Minimum Average Rating, Uber will notify the Fleet
Customer and may provide the Fleet Driver-Partner in Uber's discretion, a limited period of time to
raise his or her average rating above the Minimum Average Rating. If such Fleet Driver-Partner does
not increase his or her average rating above the Minimum Average Rating within the time period
allowed (if any), Uber reserves the right to deactivate such Fleet Driver-Partner's access to the
Driver App and the Uber Services. Additionally, the Fleet Customer acknowledges and agrees that
repeated failure by a Fleet Driver-Partner to accept User requests for Transportation Services while
such Fleet Driver-Partner is logged in to the Driver App creates a negative experience for Users of
Uber's mobile application. Accordingly, the Fleet Customer agrees and shall ensure that if a Fleet
Driver-Partner does not wish to accept User requests for Transportation Services for a period of
time, such Fleet Driver-Partner will log off of the Driver App.

2.9.3 Uber and its Affiliates reserve the right to use, share and display Fleet Driver-Partner and User
ratings and comments in any manner in connection with the business of Uber and its Affiliates
without attribution to or approval of the Fleet Customer or the applicable Fleet Driver-Partner. The
Fleet Customer acknowledges that Uber and its Affiliates are distributors (without any obligation
to verify) and not publishers of Fleet Driver-Partner and User ratings and comments, provided that
Uber and its Affiliates reserve the right to edit or remove comments in the event that such
comments include obscenities or other objectionable content, include an individual's name or
other personal information, or violate any privacy laws, other applicable laws or Uber's or its
Affiliates' content policies.

2.10 Devices.
2.10.1 The Fleet Customer agrees that Fleet Driver-Partners will be required to use Driver-Provided
Devices for providing the Transportation Services. In respect of any Driver-Provided Devices:

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Part A: Specific Terms and Conditions Applicable to Fleet Customers

(a) the Fleet Customer and/or its Fleet Driver-Partners are responsible for the acquisition, cost
and maintenance of such Driver-Provided Devices as well as any necessary wireless data
plan; and
(b) Uber shall make available the Driver App for installation on such Driver-Provided Devices.
Uber hereby grants the authorised user of any Driver-Provided Devices a personal, non-exclusive,
non-transferable user right to install and use the Driver App on a Driver-Provided Device solely for
the purpose of providing Transportation Services.

2.10.2 The Fleet Customer agrees to not, and shall cause each applicable Fleet Driver-Partner to not,
provide, distribute or share, or enable the provision, distribution or sharing of, the Driver App (or
any data associated therewith) with any third party. The foregoing right shall immediately
terminate and the Fleet Driver-Partner will delete and fully remove the Driver App from the Driver-
Provided Device in the event that the Fleet Customer and/or the applicable Fleet Driver-Partner
cease to provide Transportation Services using the Driver-Provided Device.

2.10.3 The Fleet Customer agrees, and shall inform each applicable Fleet Driver-Partner that:
(a) use of the Driver App on a Driver-Provided Device requires an active data plan with a
wireless carrier associated with the Driver-Provided Device, which data plan will be
provided by either Customer or the applicable Fleet Driver-Partner at their own expense;
and
(b) use of the Driver App on a Driver-Provided Device as an interface with the Uber Services
may consume very large amounts of data through the data plan.
Uber advises that Driver-Provided Devices should only be used under a data plan with unlimited or
very high data usage limits, and Uber shall not be responsible or liable for any fees, costs, or overage
charges associated with any data plan.

2.11 Location Based Services. The Fleet Customer acknowledges and agrees that each Fleet Driver-
Partner's geo-location information must be provided to the Uber Services via a Device in order to
provide Transportation Services. The Fleet Customer acknowledges and agrees, and shall inform
and obtain the consent of each Fleet Driver-Partner, that:
(a) the Fleet Driver-Partner's geo-location information will be monitored and tracked by the
Uber Services when the Fleet Driver-Partner is logged into the Driver App and available to
receive requests for Transportation Services, or when the Fleet Driver-Partner is providing
Transportation Services; and
(b) the approximate location of the Fleet Driver-Partner's Vehicle will be displayed to the User
before and during the provision of Transportation Services to such User.
In addition, Uber may monitor, track and share a Fleet Driver-Partner's geo-location
information obtained by the Driver App and Device for safety, security, technical, marketing
and commercial purposes, including to provide and to improve Uber's products and services.

3. Driver-Partners and Vehicles.

3.1 Fleet Driver-Partner Requirements.

3.1.1 The Fleet Customer acknowledges and agrees that each Fleet Driver-Partner shall at all times:
(a) hold and maintain (i) a valid driver's license with the appropriate level of certification to
operate the Vehicle assigned to such Fleet Driver-Partner, and (ii) all licenses, permits,
approvals and authority applicable to the Fleet Customer and/or the Fleet Driver-Partner
that are necessary to provide passenger transportation services to third parties in the
Territory;
(b) possess the appropriate and current level of training, expertise and experience to provide
Transportation Services in a professional manner with due skill, care and diligence; and
(c) maintain high standards of professionalism, service and courtesy.

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Part A: Specific Terms and Conditions Applicable to Fleet Customers

3.1.2 The Fleet Customer acknowledges and agrees that each Fleet Driver-Partner may be subject to
certain background and driving record checks from time to time in order for such Fleet Driver-
Partner to qualify to provide, and remain eligible to provide, Transportation Services.

3.2 Taxi services. Where a Fleet Customer and/or Fleet Driver-Partner are using the Uber App to
provide Transportation Services in conjunction with operating a taxi ("Taxi Services"), such Fleet
Customer and/or Fleet Driver-Partner shall comply with all applicable laws with respect thereto.
Customer acknowledges and agrees that Uber reserves the right, at any time in Uber's sole
discretion, to deactivate or otherwise restrict a Fleet Driver-Partner from accessing or using the
Driver App or the Uber Services if the Fleet Customer or such Fleet Driver-Partner fails to meet the
requirements set forth in this Agreement or the Fleet Driver Agreement.

3.3 Vehicle Requirements. The Fleet Customer acknowledges and agrees that each Vehicle shall at all
times be:
(a) properly registered and licensed to operate as a passenger transportation vehicle in the
Territory;
(b) owned or leased by the Fleet Customer, or otherwise in the Fleet Customer's lawful
possession;
(c) suitable for performing the passenger transportation services contemplated by this
Agreement; and
(d) maintained in good operating condition, consistent with industry safety and maintenance
standards for a Vehicle of its kind and any additional standards or requirements in the
applicable Territory, and in a clean and sanitary condition.

3.4 Documentation. To ensure the Fleet Customer and each of its Fleet Driver-Partners' compliance
with all requirements in Part A, Sections 3.1 to 3.3 above, the Fleet Customer must provide Uber
with written copies of all such licenses, permits, approvals, authority, registrations and
certifications prior to the Fleet Customer's and the applicable Fleet Driver-Partners' provision of
any Transportation Services. Thereafter, the Fleet Customer must submit to Uber written evidence
of all such licenses, permits, approvals, authority, registrations and certifications as they are
renewed. Uber shall, upon request, be entitled to review such licenses, permits, approvals,
authority, registrations and certifications from time to time, and the Fleet Customer's failure to
provide or maintain any of the foregoing shall constitute a material breach of this Agreement. Uber
reserves the right to independently verify the Fleet Customer's and/or any Fleet Driver-Partner's
documentation from time to time in any way Uber deems appropriate in its reasonable discretion.

4. Payment Terms.

4.1 Fare Calculation and Fleet Customer Payment.

4.1.1 The Fleet Customer is entitled to charge a fare for each instance of completed Transportation
Services provided to a User that are obtained via the Uber Services ("Fare"), where such Fare is
calculated based upon a base fare amount plus distance (as determined by Uber using location-
based services enabled through the Device) and/or time amounts, as detailed at
www.uber.com/cities for the applicable Territory ("Fare Calculation").

4.1.2 The Fleet Customer is also entitled to charge User for any Tolls, taxes or fees incurred during the
provision of Transportation Services, if applicable. Customer:
(a) appoints Uber as the Fleet Customer's limited payment collection agent solely for the
purpose of accepting the Fare, applicable Tolls and, depending on the region and/or if
requested by the Fleet Customer, applicable taxes and fees from the User on behalf of the
Fleet Customer via the payment processing functionality facilitated by the Uber Services;
and

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Part A: Specific Terms and Conditions Applicable to Fleet Customers

(b) agrees that payment made by User to Uber shall be considered the same as payment made
directly by User to the Fleet Customer.

4.1.3 The Parties acknowledge and agree that as between the Fleet Customer and Uber, the Fare is a
recommended amount, and the primary purpose of the pre-arranged Fare is to act as the default
amount in the event the Fleet Customer does not negotiate a different amount. The Fleet Customer
shall always have the right to: (a) charge a fare that is less than the pre-arranged Fare; or (b)
negotiate, at the Fleet Customer's request, a Fare that is lower than the pre-arranged Fare (each of
(a) and (b) herein, a "Negotiated Fare"). Uber shall consider all such requests from the Fleet
Customer in good faith.

4.1.4 Uber agrees to remit to the Fleet Customer (or where instructed by the Fleet Customer to remit
directly to the Fleet Driver-Partner on behalf of the Fleet Customer) at periodic intervals and subject
to Driver-Partner meeting the minimum transfer threshold for remittance of funds set by Uber (in
its sole discretion) and notified to the Driver-Partner from time time, as follows:

(a) the Fare plus Gratuities less the applicable Service Fee (as defined in Part A, Sections 4.1 (Fare
Calculation and Fleet Customer Payment), 4.7 (Gratuities) and 4.9 (Service Fee));
(b) any other amounts agreed to be paid by Uber in its sole discretion (from time to time);
(c) the amount of any refund owing to a User or amounts owing to Uber, arising from Fleet Driver-
Partner error, miscalculation or inaccuracy in calculating or entering the amounts constituting Uber
Cash Payment, from amounts otherwise collected on behalf of the Fleet Driver-Partner for
Transportation Services performed by a Fleet Driver-Partner;
(d) the Tolls; and
(e) depending on the region, certain taxes and ancillary fees.

Notwithstanding the above, Uber agrees to remit to the Transportation Customer or the Driver-
Partner (as instructed by the Transportation Customer) all remaining funds held on behalf of the
Driver-Partner which have not previously been transferred to such Driver-Partner (less any of the
deductibles described in (a) to (d) above), at the end of each two week period or such shorter time
period, as determined by Uber in its sole discretion.

Subject to the agreement of Uber and the Fleet Customer, other amounts may be deducted from
the Fare prior to remittance to the Fleet Customer (e.g., vehicle financing payments, lease
payments, mobile device usage charges, etc.), the order of those deductions from the Fare to be
determined exclusively by Uber.

Taxi services. Notwithstanding anything to the contrary in this Section 4.1.4, if the Fleet Customer
is providing Taxi Services, the following shall apply:
(x) the Fare shall be calculated pursuant to local taxi regulations in the Territory;
(y) the Fleet Customer or Fleet Driver-Partner agrees to enter the exact Fare amount (as
indicated by the official taxi meter in the Vehicle) into the Driver App upon completion of
an instance of Transportation Services; and
(z) in certain jurisdictions Users may pay the Fleet Customer or Fleet Driver-Partner directly
rather than through Uber's mobile application, om which case Uber will notify Fleet
Customer if (z) is applicable in its Territory.

Where Uber remits funds directly to the Fleet Customer, the Fleet Customer agrees that it is solely
responsible for ensuring that it pays all funds owing to the Fleet Driver-Partner directly to the Fleet
Driver-Partner. Notwithstanding the foregoing, where allowed by applicable law, the Fleet
Customer may enter into a separate written agreement with Fleet Driver-Partners regarding Fares
and any deductions thereto.

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Part A: Specific Terms and Conditions Applicable to Fleet Customers

4.2 Cash Rides. Uber may facilitate an option for Users in the Territory that allows Users to pay for a
given instance of Transportation Services provided by the Fleet Driver-Partner in cash (a "Cash
Fare"). For the avoidance of doubt, Cash Fare has the same meaning as "Fare" (see Part A, Section
4.1.1 (Fare Calculation and Fleet Customer Payment) above) except as specifically set forth herein.
Notwithstanding the appointment of Uber as the Fleet Customer's limited payment collection
agent (for Fares paid by a User through a payment card or other payment means other than cash),
in the event that the Fleet Driver-Partner provides Transportation Services to Users utilising the
Cash Fare option, the Fleet Customer and the Fleet Driver-Partner acknowledge and agree that no
such agency is required and instead:

(a) User shall pay Fleet Driver-Partner directly rather than through the Driver App;
(b) The Fleet Customer and the Fleet Driver-Partner shall have joint and several responsibility
for collecting the Cash Fare from each User and for providing the correct change, as
appropriate, to such User;
(c) The Fleet Customer and the Fleet Driver-Partner shall retain the Cash Fare at their/his/her
own risk, and therefore the Fleet Customer and the Fleet Driver-Partner acknowledge and
agree that Uber shall offset the amounts owed as:
(i) Services Fees from Cash Fares;
(ii) Uber Cash Payments (owing to Uber); and
(iii) the amount of any refund owing to a User or amounts owing to Uber, arising from
Fleet Driver-Partner error, miscalculation or inaccuracy in calculating or entering the
amounts constituting Uber Cash Payment,
(d) from amounts otherwise collected on behalf of the Fleet Customer and the Fleet Driver-
Partner for Transportation Services performed by the Fleet Driver-Partner; and
(e) The Fleet Customer and the Fleet Driver-Partner shall be responsible for all applicable
taxes payable in the Territory in connection with the Cash Fare and, where applicable, the
Service Fee. Uber bears no responsibility for the collection of any Fares or other amounts,
including Cash Fares and Uber Cash Payments, from Users by the Fleet Customer and the
Fleet Driver-Partner.

For the avoidance of doubt, any split of Cash Fare (excluding Uber Cash Payments) or amounts
owed between Fleet Customer and Driver-Partner, if any, for Transportation Services between the
Fleet Customer and the Fleet Driver-Partner shall be determined by the Fleet Customer and the
Fleet Driver-Partner. Uber bears no responsibility for the collection of any Fares or other amounts,
including Cash Fares and Uber Cash Payments, from Fleet Driver-Partners by the Fleet Customer.

4.3 Change for Uber Cash.

4.3.1 The Fleet Customer acknowledges and agrees to the following specific terms in respect of Change
for Uber Cash:

(a) Where a User has chosen a Cash Fare as the payment method for a transaction, the User
shall have the option to:
(i) receive the User's change as cash directly from a Fleet Driver-Partner; or
(ii) request that the Fleet Driver-Partner apply some or all of the User's change to
reload Uber Cash (as defined in Part C, Section 1.19 (Uber Cash)) ("Change for
Uber Cash"), by informing the Fleet Driver-Partner at the time of payment, an
Uber Cash Payment (an "Uber Cash Payment").

For the avoidance of doubt, Uber Cash Payments do not constitute a tip from the User to the Fleet
Driver-Partner.

The Driver App will automatically specify the Cash Fare for providing Transportation Services.

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Part A: Specific Terms and Conditions Applicable to Fleet Customers

4.3.2 Where the User Opts to make an Uber Cash Payment, the Fleet Driver-Partner must enter the
amount of the Cash Fare (for example R15) plus the amount attributable as Change for Uber Cash
(for example R10) ("Total Payment Received"), under the tab 'Enter received amount'. The Driver
App will reflect the Total Payment Received and will specify the amount attributable to Uber Cash
as 'credits'. The Fleet Customer acknowledges and agrees that where the User has opted to pay
change as Change for Uber Cash:
(a) such Uber Cash Payments will constitute a debt owing by the Fleet Customer to
Uber.
(b) Uber Cash Payments (together with the Service Fee) shall be deducted from the
Fare (together with any other amounts agreed by the Parties as being
deductible from the Fare), prior to remittance of amounts due to the Fleet
Customer or the Fleet Driver-Partner (as applicable) in accordance with Part A,
Section 4.1 (Fare Calculation and Fleet Customer Payment) above.

4.3.3 For the avoidance of doubt no service fee may be charged by either the Fleet Customer, or the Fleet
Driver-Partner in respect of amounts constituting Uber Cash Payments.

4.3.4 Driver-Partner miscalculations, errors and inaccuracies. Uber shall bear no liability or
responsibility for miscalculations, errors or inaccuracies in the calculation of payments constituting
Change for Uber Cash by a Fleet Driver-Partner and/or the incorrect entry of amounts representing
Change for Uber Cash into the Driver App by the Fleet Driver-Partner. The Fleet Customer agrees
and acknowledges that any loss or liability incurred as result of Fleet Driver-Partner error,
miscalculation or inaccuracy in calculating or entering the amounts constituting Change for Uber
Cash into the Driver App shall be at the Fleet Customer's own risk and the Fleet Customer further
agrees that Uber shall bear no liability for errors, loss or liability which the Fleet Customer and Fleet
Driver-Partner may incur as a result of such actions.

4.4 Recording of underpayments.

In the event that a User has insufficient funds to pay for a Transaction (whether in whole or part,
each such event is considered an "Underpayment") the Fleet Customer acknowledges and agrees
that:

(a) the Fleet Driver-Partner shall record the amount of the Underpayment for that transaction
in the Driver App.
(b) an amount equivalent to the Underpayment recorded by the Fleet Driver-Partner under
Part A, Section 4.4(a) above, will be recorded by Uber as a negative balance on the User's
Uber account.
(c) Uber shall set a maximum limit which a User will be permitted to accumulate on his or her
Uber account as a negative balance and upon reaching this limit and a User will not be
permitted to book further Services via the Application until such balance has been cleared.
(d) Uber may from time to time deactivate underpayments as a specific feature available to a
Fleet Driver-Partner in accordance with Part A, Section 2.7.9 (Deactivation) above.

4.5 Collection of underpayments in cash.

4.5.1 The Fleet Customer acknowledges and agrees that notwithstanding Uber's (and its Affiliates') role
to facilitate the payment of Transactions using Non-Cash Payment methods and act as limited
collection agent for the Fleet Customer and the Fleet Driver-Partner, where a User selects cash as
his or her payment method for a Transaction, it is the Fleet Customer's and the Fleet Driver-
Partner's (and not Uber's) obligation to collect such Cash Fare.

4.5.2 The Fleet Customer agrees and acknowledges that at the time of payment for a trip the Fleet Driver-
Partner may be notified via the Driver App that the User has incurred a negative balance comprising

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Part A: Specific Terms and Conditions Applicable to Fleet Customers

the total cumulative amount of any underpayments incurred by the User on his Uber account up
to (but excluding) the current transaction (the "User Negative Balance"). In such circumstances:

(a) the Application will reflect that the total amount owing by the User comprises of: (i) the
transaction amount owing for that trip; and (ii) the User Negative Balance owing to Uber.
(b) the Fleet Driver-Partner is under no obligation to compel or demand payment for the User
Negative Balance from the User and Uber agrees and acknowledges that it bears
ultimately responsibility for seeking recourse for any User Negative Balance from Users.
(c) where the User pays the User Negative Balance in cash and where the Fleet Driver-Partner
elects to accept such cash payment, the Fleet Customer acknowledges and agrees that
such amounts will be settled with Uber as part of the set off set out in Part A, Section
4.10.1 (Set Off) below, as determined by Uber and notified to the Fleet Customer (or if
requested by the Fleet Customer to the Fleet Driver-Partner) from time to time.

4.6 Changes to Fare Calculation. Uber reserves the right to change the Fare Calculation at any time in
Uber's discretion based upon local market factors, and Uber will provide notice to the Fleet
Customer in the event of such change that would result in a change in the recommended Fare.
Continued use of the Uber Services after any such change in the Fare Calculation shall constitute
the Fleet Customer's consent to such change.

4.7 Gratuities. The Customer and Driver-Partners may have the option to receive an additional
discretionary payment from Riders through the Uber Services ("Gratuity"). Any such Gratuities are
provided at the sole discretion of a Rider, and Uber Group does not guarantee that the Customer
or Driver-Partners will receive Gratuities from Riders. Gratuities payable to Driver-Partners will be
remitted to the Customer in accordance with Section 4.1.4 (Fare Calculation and Customer
Payment) of this Agreement. Uber will also report the Gratuity amounts received by each Driver-
Partner in accordance with Section 4.10.2 (Reports). Gratuities paid to Driver-Partners through the
Uber Service are the property of the Driver-Partner. Customer agrees to remit all gratuities directly
to the Driver-Partner to whom they are owed without any deductions whatsoever.
Notwithstanding the foregoing, where allowed by applicable law, Customer may enter into a
separate written agreement with Driver-Partners regarding use of their gratuities and any
deductions thereto.

4.8 Fare Adjustment. Uber reserves the right to: (a) adjust the Fare for a particular instance of
Transportation Services (e.g., Driver-Partner took an inefficient route, Driver-Partner failed to
properly end a particular instance of Transportation Services in the Driver App, technical error in
the Uber Services, etc.); or (b) cancel the Fare for a particular instance of Transportation Services
(e.g., a User is charged for Transportation Services that were not provided, in the event of a User
complaint, fraud, etc.). Uber’s decision to reduce or cancel the Fare in any such manner shall be
exercised in a reasonable manner.

4.9 Service Fee.

4.9.1 Calculation. In consideration of Uber's provision of the Uber Services, the Fleet Customer agrees
to pay Uber a service fee on a per Transportation Services transaction basis calculated as a
percentage of the Fare (regardless of any Negotiated Fare or Underpayment in accordance with
Part A, Section 4.5 (Collection of Underpayments in Cash)), as provided to the Fleet Customer via
email or otherwise made available electronically by Uber from time to time for the applicable
Territory ("Service Fee"). Unless regulations applicable to the Fleet Customer's Territory require
otherwise, taxes will be calculated and charged on the Fare, and Uber shall calculate the Service
Fee based on the Fare inclusive of such taxes.

4.9.2 Taxes on the Service Fee. In certain Territories, taxes may be payable on the Service Fee and/or
any other fees charged by Uber; Uber shall calculate and remit such taxes where required by
applicable law or regulation. The Service Fee and/or any other fees charged by Uber shall be net of

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Part A: Specific Terms and Conditions Applicable to Fleet Customers

withholding tax and any other applicable taxes. Unless regulations in the Customer’s Territory
require otherwise, Customer agrees to be responsible for withholding taxes and other applicable
taxes in relation to the Service Fee. Where required by applicable law or regulations, Uber shall
calculate and remit any such taxes.

4.9.3 Changes to Service Fee. Uber reserves the right to change the Service Fee at any time in Uber's
discretion based upon local market factors, and Uber will provide notice to the Fleet Customer in
the event of such change. Continued use of the Uber Services after any such change in the Service
Fee calculation shall constitute the Fleet Customer's consent to such change. In addition, with
respect to Taxi Services in the applicable Territory, the Fleet Customer agrees to pay Uber a booking
fee in consideration of Uber's provision of the Driver App and the Uber Services.

4.10 Collections.
4.10.1 Set off. The Fleet Customer and the Fleet Driver-Partner acknowledge and agree that at the end of
each week, Uber will calculate and set off:

(a) (i) the total amount received by Uber constituting payments made by Users to the
Customer (or Fleet Driver-Partner, as the case may be) for the provision of Transportation
Services using a Non-Cash Payment method including any Gratuities plus (ii) such other
amounts which Uber (in its sole discretion) agrees to pay to the Fleet Customer (or Fleet
Driver-Partner, as the case may be) less (iii) Service Fees owing with respect to Fares paid
using Non-Cash Payments less (iv) such other deductible amounts which the Fleet
Customer and Uber have agreed to deduct from the Fare prior to remittance ("Uber
Remittance Amount");
against
(b) (i) Service Fees owing with respect to Cash Fares plus (ii) total Uber Cash Payments plus
(iii) User Negative Balance paid to the Fleet Driver-Partner in cash in accordance with 4.5.2
less (iv) such other amounts which the Fleet Customer and Uber have agreed to deduct
from the Fare ("Driver Remittance Amount").

Where the Uber Remittance Amount is greater than the Driver Remittance Amount, the Parties
understand that Uber will remit the difference to the Fleet Customer or the Fleet Driver-Partner
(as instructed by the Fleet Customer to Uber). For the avoidance of doubt, the Fleet Customer
understands that where the Driver Remittance Amount is greater than or equal to the Uber
Remittance Amount, Uber shall have no further obligation to pay or remit funds to the Fleet
Customer or Fleet Driver-Partner (as applicable). The Fleet Customer and/or the Fleet Driver
Partner will continue to be fully liable for any amounts outstanding and owing to Uber until such
amounts have been fully settled with Uber. Where Uber remits funds to the Fleet Customer, the
Fleet Customer acknowledges and agrees that it is solely responsible for ensuring that it pays all
funds owing to the Fleet Driver-Partner directly to the Fleet Driver-Partner. Notwithstanding the
foregoing, where allowed by applicable law, the Fleet Customer may enter into a separate written
agreement with Fleet Driver-Partners regarding Fares and any deductions thereto.

4.10.2 Reports. Uber will, report to the Fleet Customer or to the Fleet Driver-Partner (where Uber has
been instructed by the Fleet Customer to remit funds directly to the Fleet Driver-Partner on behalf
of the Customer) of all Fares and Gratuities collections performed by Uber in respect of the
provision of Transportation Services provided by the Fleet Driver-Partner.

4.10.3 Cancellation Charges. The Fleet Customer acknowledges and agrees that Users may elect to cancel
requests for Transportation Services that have been accepted by a Fleet Driver-Partner via the
Driver App at any time prior to the Fleet Driver-Partner's arrival. In the event that a User cancels an
accepted request for Transportation Services, Uber may charge the User a cancellation fee on
behalf of the Fleet Customer. If charged, this cancellation fee shall be deemed the Fare for the

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Part A: Specific Terms and Conditions Applicable to Fleet Customers

cancelled Transportation Services for the purpose of remittance to Fleet Customer hereunder
("Cancellation Fee").

The Parties acknowledge that and agree that as between Fleet Customer and Uber, this
Cancellation Fee is a recommended amount, and the primary purpose of such Cancellation Fee is
to act as the default amount in the event the Fleet Customer does not negotiate a different amount.
The Fleet Customer shall always have the right to: (a) charge a cancellation fee that is less than the
Cancellation Fee; or (b) negotiate, at the Fleet Customer's request, a cancellation fee that is lower
than the Cancellation Fee (each of (a) and (b) herein, a "Negotiated Cancellation Fee"). If charged,
the Cancellation Fee (regardless of any Negotiated Cancellation Fee) shall be deemed the Fare for
the cancelled Transportation Services for the purpose of remittance to the Fleet Customer
hereunder.

4.10.4 Receipts. As part of the Uber Services, Uber provides the Fleet Customer a system for the delivery
of receipts to Users for Transportation Services rendered. Upon the completion of Transportation
Services for a User by a Fleet Driver-Partner, Uber prepares an applicable receipt and issues such
receipt to the User via email on behalf of the Fleet Customer and applicable Fleet Driver-Partner.
Such receipts are also provided via email or the online portal available to the Fleet Customer on
the Uber Services. Receipts include the breakdown of amounts charged to the User for
Transportation Services and may include specific information about the Fleet Customer and
applicable Fleet Driver-Partner, including the Fleet Customer's entity name and contact information
and the Fleet Driver-Partner's name and photo, as well as a map of the route taken by the Fleet
Driver-Partner. The Fleet Customer shall inform the Fleet Driver-Partners that any corrections to a
User's receipt for Transportation Services must be submitted to Uber in writing within three (3)
business days after the completion of such Transportation Services. Absent such a notice, Uber
shall not be liable for any mistakes in or corrections to the receipt or for recalculation or
disbursement of the Fare.

4.11 No Additional Amounts. The Fleer Customer acknowledges and agrees that, for the mutual benefit
of the Parties, through advertising and marketing, Uber and its Affiliates may seek to attract new
Users to Uber and to increase existing Users' use of Uber's mobile application. The Fleet Customer
acknowledges and agrees such advertising or marketing does not entitle the Fleet Customer to any
additional monetary amounts beyond the amounts expressly set forth in this Agreement.

5. Taxes.

The Fleet Customer acknowledges and agrees that it is required to: (a) complete all tax registration
obligations and calculate and remit all tax liabilities related to the provision of Transportation
Services as required by applicable law; and (b) provide Uber with all relevant tax information
(including a valid VAT number belonging to Customer and/or any Fleet Driver-Partner, if obtaining
a VAT number is required of the Fleet Customer and/or any Fleet Driver-Partner by applicable law).
The Fleet Customer further acknowledges and agrees that the Fleet Customer and each of its Fleet
Driver-Partners are responsible for taxes on their own income arising from the performance of
Transportation Services. Notwithstanding anything to the contrary in this Agreement, Uber may in
its reasonable discretion based on applicable tax and regulatory considerations, collect and remit
taxes resulting from the Fleet Customer's and/or any Fleet Driver-Partner's provision of
Transportation Services and/or provide any of the relevant tax information the Fleet Customer
and/or any Fleet Driver-Partner has provided pursuant to the foregoing requirements in this
Section 5 directly to the applicable governmental tax authorities on the Fleet Customer's and/or
the applicable Fleet Driver-Partner's behalf or otherwise.

6. Insurance.

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Part A: Specific Terms and Conditions Applicable to Fleet Customers

6.1 The Fleet Customer agrees to maintain during the term of this Agreement on all Vehicles operated
by the Fleet Customer and its Fleet Driver-Partners commercial automobile liability insurance that
provides protection against bodily injury and property damage to third parties at levels of coverage
that satisfy all applicable laws in the Territory. This coverage must also include any no-fault
coverage required by law in the Territory that may not be waived by an insured.
6.2 The Fleet Customer agrees to maintain during the term of this Agreement commercial general
liability insurance that provides protection against personal injury, advertising injury and property
damage to third parties at levels of coverage required by all applicable laws in the Territory.
6.3 The Fleet Customer agrees to maintain during the term of this Agreement workers' compensation
insurance as required by all applicable laws in the Territory. If permitted by applicable law, the Fleet
Customer may choose to insure itself against industrial injuries by maintaining occupational
accident insurance in place of workers' compensation insurance. The Fleet Customer's
subcontractors may also, to the extent permitted by applicable law, maintain occupational accident
insurance in place of workers' compensation insurance.
6.4 The Fleet Customer shall add Uber (or any Affiliate which may be designated by Uber from time to
time) to Customer's insurance policies required in in this Section 6 as an additional insured, and
shall, upon Uber's request, provide Uber with a copy of such insurance certificate(s) within seven
(7) days of such request.

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Part B: Specific Conditions Applicable to Fleet Customers

PART B: SPECIFIC TERMS AND CONDITIONS APPLICABLE TO UBV DRIVER PARTNERS

This Part B applies only to UBV Driver Partners and should be read with Part C: General Terms and
Conditions.

1. Definitions.

1.1 Defined terms used in this Part B shall have the meanings set out in Part C: General Terms and
Conditions, Section 1.

2. Use of the Uber Services.

2.1 Driver IDs. The UBV Driver-Partner will be issued a Driver ID for providing Transportation
Services to enable the UBV Driver-Partner to access and use the Driver App on a Device in
accordance with this Agreement. The UBV Driver-Partner will maintain his or her Driver ID in
confidence and will not share it with any third party, and will immediately notify Uber of any
actual or suspected breach or improper use or disclosure of the Driver ID or the Driver App.

2.2. Provision of Transportation Services.

2.2.1. When the Driver App is active, User requests for Transportation Services may appear to UBV
Driver-Partner via the Driver App if the UBV Driver-Partner is available and in the vicinity of the
User. If the UBV Driver-Partner accepts a User's request for Transportation Services, the Uber
Services will provide certain User information to UBV Driver-Partner via the Driver App,
including the User's first name and pickup location.

2.2.2. In order to enhance User satisfaction with the Uber mobile application and UBV Driver-
Partner's Transportation Services, it is recommended that UBV Driver-Partner waits at least ten
(10) minutes for a User to show up at the requested pick-up location. UBV Driver-Partner will
obtain the destination from the User, either in person upon pickup or from the Driver App if
the User elects to enter such destination via Uber's mobile application.

2.2.3. Sharing personal data and insurance information.

(a) UBV Driver-Partner acknowledges and agrees that once he or she has accepted a
User's request for Transportation Services, the Uber Services may provide certain
information about UBV Driver-Partner to the User, including UBV Driver-Partner's first
name, contact information, photo and location, and Driver-Partner's Vehicle make and
license plate number. UBV Driver-Partner shall not contact Users or use any User's
personal data for any reason other than for the purposes of fulfilling Transportation
Services.
(b) Uber may release the contact and/or insurance information of the UBV Driver-Partner
to a User upon such User's reasonable request.

2.3 UBV Driver-Partner's Relationship with Users.

2.3.1. UBV Driver-Partner acknowledges and agrees that UBV Driver-Partner's provision of
Transportation Services to Users creates a legal and direct business relationship between the
UBV Driver-Partner and the User, to which Uber is not a party. Uber is not responsible or liable
for the actions or inactions of a User in relation to the activities of the UBV Driver-Partner or
any Vehicle.

2.3.2. UBV Driver-Partner shall have the sole responsibility for any obligations or liabilities to Users or
third parties that arise from its provision of Transportation Services.

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Part B: Specific Conditions Applicable to Fleet Customers

2.3.3. UBV Driver-Partner expressly acknowledges and agrees that:

(a) UBV Driver-Partner is solely responsible for taking such precautions as may be
reasonable and proper (including maintaining adequate insurance that meets the
requirements of all applicable laws) regarding any acts or omissions of a User or third
party;
(b) unless specifically consented to by a User, the UBV Driver-Partner may not transport
or allow inside any Vehicle individuals other than a User and any individuals authorized
by such User during the performance of Transportation Services for such User; and
(c) all Users should be transported directly to their specified destination, as directed by
the applicable User, without unauthorized interruption or unauthorized stops.

2.4 UBV Driver-Partner's Relationship with Uber.

2.4.1. Except as otherwise expressly provided herein with respect to Uber acting as the limited
payment collection agent solely for the purpose of collecting Non-Cash Payments from Users
on behalf of UBV Driver-Partner, the relationship between the parties under this Agreement is
solely that of independent contractors.

The parties expressly agree that:

(a) this Agreement is not an employment agreement, nor does it create an employment
relationship (including from a labour law, tax law or social security law perspective),
between Uber and the UBV Driver-Partner; and
(b) no joint venture, partnership, or agency relationship exists between Uber and the UBV
Driver-Partner.

2.4.2. UBV Driver-Partner has no authority to bind Uber and undertakes not to hold itself out as an
employee, agent or authorised representative of Uber or its Affiliates. Where, by implication of
mandatory law or otherwise, the UBV Driver-Partner may be deemed an employee, agent or
representative of Uber, UBV Driver-Partner undertakes and agrees to indemnify, defend (at
Uber's option) and hold Uber and its Affiliates harmless from and against any claims by any
person, entity, regulators or governmental authorities based on such implied employment,
agency or representative relationship.

2.4.3. UBV Driver-Partner expressly acknowledges and agrees that by agreeing to the terms and
conditions of this Agreement, UBV Driver-Partner intends to perform Transportation Services
in a non-incidental manner and, as such, Uber will consider the UBV Driver-Partner to be a
taxable person in accordance with all applicable VAT and indirect tax legislation.

2.4.4. Uber does not, and shall not be deemed to, direct or control UBV Driver-Partner generally or in
UBV Driver-Partner's performance of Transportation Services or maintenance of any Vehicles.
UBV Driver-Partner acknowledges that Uber does not control, or purport to control:
(a) when or for how long UBV Driver-Partner will utilise the Driver App or the Uber
Services; or
(b) UBV Driver-Partner's decision, via the Driver App, to attempt to accept or to decline
or ignore a User's request for Transportation Services, or to cancel an accepted
request for Transportation Services, via the Driver App, subject to Uber's then-current
cancellation policies.

2.4.5 Deactivation. UBV Driver-Partner may be deactivated or otherwise restricted from accessing
or using the Driver App or the Uber Services in the event of a violation of this Agreement, or
UBV Driver-Partner's disparagement of Uber or any of its Affiliates, or UBV Driver-Partner's act
or omission that causes harm to Uber's or any of its Affiliates' brand, reputation or business as
determined by Uber in its sole discretion. Uber also retains the right to deactivate or otherwise
restrict UBV Driver-Partner from accessing or using the Driver App or the Uber Services as

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Part B: Specific Conditions Applicable to Fleet Customers

otherwise set out in this Agreement or for any other reason at the sole and reasonable
discretion of Uber.

2.5 Ratings.
2.5.1. UBV Driver-Partner agrees that:
(a) after receiving Transportation Services, a User will be prompted by Uber's mobile
application to provide a rating of such Transportation Services and UBV Driver-Partner
and, optionally, to provide comments or feedback about such Transportation Services
and UBV Driver-Partner; and
(b) after providing Transportation Services, UBV Driver-Partner will be prompted by the
Driver App to provide a rating of the User and, optionally, to provide comments or
feedback about the User.
UBV Driver-Partner shall provide ratings and feedback in good faith.

2.5.2. In order to continue to receive access to the Driver App and the Uber Services, UBV Driver-
Partner acknowledges that he or she must maintain an average rating by Users that exceeds
the minimum average acceptable rating established by Uber for the Territory, as may be
updated from time to time by Uber in its sole discretion ("Minimum Average Rating"). In the
event UBV Driver-Partner's average rating falls below the Minimum Average Rating, UBV
Driver-Partner may be provided a limited period of time to raise his or her average rating above
the Minimum Average Rating. UBV Driver-Partner agrees that if UBV Driver-Partner does not
increase his or her average rating above the Minimum Average Rating within the time period
allowed (if any), Uber may deactivate such Driver-Partner's access to the Driver App and the
Uber Services. UBV Driver-Partner agrees that repeated failure to accept User requests for
Transportation Services while UBV Driver-Partner is logged in to the Driver App creates a
negative experience for Users of Uber's mobile application. Accordingly, UBV Driver-Partner
agrees that if he/she is logged in to the Driver App, he/she will strive to accept a substantial
portion of User requests for Transportation Services, and that if he/she does not wish to accept
User requests for Transportation Services for a period of time, he/she will log off of the Driver
App.

2.5.3. Uber and its Affiliates reserve the right to use, share and display UBV Driver-Partner and User
ratings and comments in any manner in connection with the business of Uber and its Affiliates
without attribution to or approval of UBV Driver-Partner. UBV Driver-Partner acknowledges
that Uber and its Affiliates are distributors (without any obligation to verify) and not publishers
of UBV Driver-Partner and User ratings and comments, provided that Uber and its Affiliates
reserve the right to edit or remove comments in the event that such comments include
obscenities or other objectionable content, include an individual's name or other personal
information, or violate any privacy laws, other applicable laws or Uber's or its Affiliates' content
policies.

2.6 Devices. In respect of any Driver-Provided Device(s), UBV Driver-Partner acknowledges that
Uber is not responsible for the acquisition, cost or maintenance of any such Driver-Provided
Device(s) or any necessary wireless data plan. Uber shall make available the Driver App for
installation on such Driver-Provided Devices. UBV Driver-Partner agrees to not provide,
distribute or share, or enable the provision, distribution or sharing of, the Driver App (or any
data associated therewith) with any third party. UBV Driver-Partner will delete and fully remove
the Driver App from the Driver-Provided Device in the event that the UBV Driver-Partner ceases
to provide Transportation Services using the Driver-Provided Device. UBV Driver-Partner agrees
that:
(a) use of the Driver App on a Driver-Provided Device requires an active data plan with a
wireless carrier associated with the Driver-Provided Device, which data plan will be
provided by the UBV Driver-Partner at the UBV Driver-Partner's own expense; and

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Part B: Specific Conditions Applicable to Fleet Customers

(b) use of the Driver App on a Driver-Provided Device as an interface with the Uber
Services may consume very large amounts of data through the data plan.
Uber advises that Driver-Provided Devices only be used under a data plan with unlimited or
very high data usage limits, and Uber shall not be responsible or liable for any fees, costs or
overage charges associated with any data plan.

2.7 Location Based Services. UBV Driver-Partner acknowledges and agrees that his or her geo-
location information must be provided to the Uber Services via a Device in order to provide the
Transportation Services. UBV Driver-Partner acknowledges and agrees that:
(a) his or her geo-location information will be monitored and tracked by the Uber Services
when UBV Driver-Partner is logged into the Driver App and available to receive
requests for Transportation Services, or when UBV Driver-Partner is providing
Transportation Services; and
(b) the approximate location of UBV Driver-Partner's Vehicle will be displayed to the User
before and during the provision of Transportation Services to such User.
In addition, Uber may monitor, track and share UBV Driver-Partner's geo-location information
obtained by the Driver App and Device for safety, security, technical, marketing and commercial
purposes, including to provide and to improve Uber's products and services.

3. Drivers and Vehicles

3.1 Driver-Partner Requirements.

3.1.1. UBV Driver-Partner agrees that he or she will at all times:
(a) hold and maintain: (i) a valid Driver-Partner's license with the appropriate level of
certification to operate the Vehicle, and (ii) all licenses, permits, approvals and
authority necessary to provide passenger transportation services to third parties in the
Territory;
(b) possess the appropriate and current level of training, expertise and experience to
provide Transportation Services in a professional manner with due skill, care and
diligence; and
(c) maintain high standards of professionalism, service and courtesy.

3.1.2. UBV Driver-Partner agrees that he or she may be subject to certain background and driving
record checks from time to time in order to qualify to provide, and remain eligible to provide,
Transportation Services. UBV Driver-Partner may be deactivated from or otherwise restricted
from accessing or using the Driver App or the Uber Services if UBV Driver-Partner fails to meet
the requirements set forth in this Agreement.

3.2 Vehicle Requirements. UBV Driver-Partner acknowledges and agrees that the Vehicle shall at
all times be:
(a) properly registered and licensed to operate as a passenger transportation vehicle in
the Territory;
(b) owned or leased by UBV Driver-Partner, or otherwise in UBV Driver-Partner's lawful
possession;
(c) suitable for performing the passenger transportation services contemplated by this
Agreement; and
(d) maintained in good operating condition, consistent with industry safety and
maintenance standards for a Vehicle of its kind and any additional standards or
requirements in the applicable Territory, and in a clean and sanitary condition.

3.3 Documentation. To ensure UBV Driver-Partners' compliance with all requirements in Part B,
Sections 3.1 to 3.2 above, UBV Driver-Partner must provide Uber with written copies of all such
licenses, permits, approvals, authority, registrations and certifications prior to the UBV Driver-
Partners' provision of any Transportation Service or such other documentation required by

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Part B: Specific Conditions Applicable to Fleet Customers

Uber to evidence the same. Thereafter, UBV Driver-Partner must submit to Uber written
evidence of all such licenses, permits, approvals, authority, registrations and certifications as
they are renewed. Uber shall, upon request, be entitled to review such licenses, permits,
approvals, authority, registrations and certifications from time to time, and UBV Driver-
Partner's failure to provide or maintain any of the foregoing shall constitute a material breach
of this Agreement. Uber reserves the right to independently verify any UBV Driver-Partner's
documentation from time to time in any way Uber deems appropriate in its reasonable
discretion.

4. Payment Terms.

4.1 Fare Calculation and Driver-Partner Payment.

4.1.1. UBV Driver-Partner is entitled to charge a fare for each instance of completed Transportation
Services provided to a User that are obtained via the Uber Services ("Fare"), where such Fare
is calculated based upon a base fare amount plus distance (as determined by Uber using
location-based services enabled through the Device) and/or time amounts, as detailed at
www.uber.com/cities for the applicable Territory ("Fare Calculation").

4.1.2. UBV Driver-Partner is also entitled to charge User for any Tolls, taxes or fees incurred during
the provision of Transportation Services, if applicable. UBV Driver-Partner:
(a) appoints Uber as UBV Driver-Partner's limited payment collection agent solely for the
purpose of accepting the Fare (where paid with a Non-Cash Payment method),
applicable Tolls and, depending on the region and/or if requested by UBV Driver-
Partner, applicable taxes and fees from the User on behalf of the UBV Driver-Partner
via the payment processing functionality facilitated by the Uber Services; and
(b) agrees that payment made by User to Uber shall be considered the same as payment
made directly by User to UBV Driver-Partner.

4.1.3. The parties acknowledge and agree that as between UBV Driver-Partner and Uber, the Fare is
a recommended amount, and the primary purpose of the pre-arranged Fare is to act as the
default amount in the event the UBV Driver-Partner does not negotiate a different amount.
UBV Driver-Partner shall always have the right to:
(a) charge a fare that is less than the pre-arranged Fare; or
(b) negotiate, at UBV Driver-Partner's request, a Fare that is lower than the pre-arranged
Fare (each of (a) and (b) herein, a "Negotiated Fare").
Uber shall consider all such requests from UBV Driver-Partner in good faith.

4.1.4 Uber agrees to remit to UBV Driver-Partner at periodic intervals and subject to UBV Driver-
Partner meeting the minimum transfer threshold for remittance of funds set by Uber (in its sole
discretion) and notified to UBV Driver-Partner from time time, as follows:

(a) the Fare (Section 4.1.1) plus Gratuities (Section 4.6 (Gratuities) less the applicable Service
Fee (see Part B, Section 4.9 (Service Fee) below), the Uber Cash Payment (as described in Part
B, Section 4.3 (Change for Uber Cash)).

The amount of any refund owing to a User or amounts owing to Uber, arising from UBV Driver-
Partner error, miscalculation or inaccuracy in calculating or entering the amounts constituting
Uber Cash Payment, from amounts otherwise collected on behalf of the UBV Driver-Partner for
Transportation Services performed by UBV Driver-Partner; (b) the Tolls; and (c) depending on
the region, certain taxes and ancillary fees. If UBV Driver-Partner has separately agreed, other
amounts may be deducted from the Fare prior to remittance to UBV Driver-Partner (e.g.,
vehicle financing payments, lease payments, mobile device usage charges, etc.), the order of
those deductions from the Fare to be determined exclusively by Uber.

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Part B: Specific Conditions Applicable to Fleet Customers

Notwithstanding the above, Uber agrees to remit to UBV Driver-Partner all remaining funds
held on behalf of the Driver-Partner which have not previously been transferred to such Driver-
Partner (less any of the deductibles described above), at the end of each two week period or
such shorter time period, as determined by Uber in its sole discretion.

4.2 Cash Rides. Uber may facilitate an option for Users in the Territory that allows Users to pay for
a given instance of Transportation Services provided by the UBV Driver-Partner in cash (a "Cash
Fare"). For the avoidance of doubt, Cash Fare has the same meaning as "Fare" (see Part B,
Section 4.1.1 (Fare Calculation and Driver-Partner Payment) above) except as specifically set
forth herein. Notwithstanding the appointment of Uber as the UBV Driver-Partner's limited
payment collection agent (for Fares paid by a User through a payment card or other payment
means other than cash), in the event that the UBV Driver-Partner provides Transportation
Services to Users utilising the Cash Fare option, the UBV Driver-Partner acknowledges and
agrees that no such agency is required and instead:
(a) User shall pay UBV Driver-Partner directly rather than through the Driver App;
(b) UBV Driver-Partner shall have sole responsibility for collecting the Cash Fare from each
User and for providing the correct change, as appropriate, to such User;
(c) UBV Driver-Partner shall retain the Cash Fare at his/her own risk, and therefore the
UBV Driver-Partner acknowledges and agrees that Uber shall offset the amounts owed
as:
(ii) Service Fees from Cash Fares;
(iii) Uber Cash Payments (owing to Uber);
(iv) the amount of any refund owing to a User or amounts owing to Uber, arising
from UBV Driver-Partner error, miscalculation or inaccuracy in calculating or
entering the amounts constituting Uber Cash Payment,
from amounts otherwise collected on behalf of the UBV Driver-Partner for
Transportation Services performed by UBV Driver-Partner; and
(d) the UBV Driver-Partner shall be responsible for all applicable taxes payable in the
Territory in connection with the Cash Fare and, where applicable, the Service Fee).
Uber bears no responsibility for the collection of any Fares or other amounts, including
Cash Fares and Uber Cash Payments, from Users by the UBV Driver-Partner.

4.3 Change for Uber Cash.

4.3.1 Where a User has chosen a Cash Fare as the payment method for a transaction, the User shall
have the option to:
(a) receive the User's change as cash directly from the UBV Driver-Partner; or
(b) to request that the UBV Driver-Partner apply some or all of the User's change to reload
Uber Cash (as defined in Part C, Section 1.19) ("Change for Uber Cash"), by informing
the UBV Driver-Partner at the time of payment, an Uber Cash Payment.

For the avoidance of doubt, Uber Cash Payments do not constitute a tip from the User to the
UBV Driver-Partner.

The Driver App will automatically specify the Cash Fare for providing Transportation Services.

4.3.2. Where the User opts to make an Uber Cash Payment, the UBV Driver-Partner must enter the
amount of the Cash Fare (for example R15) plus the Uber Cash Payment (for example R10)
(together the "Total Payment Received"), under the tab 'Enter received amount'. The Driver
App will reflect the Total Payment Received (that is the Cash Fare plus the Uber Cash Payment)
and will specify the amount attributable to Uber Cash as 'credits'. The UBV Driver-Partner
acknowledges and agrees that where the User has opted to pay change as Change for Uber
Cash:

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Part B: Specific Conditions Applicable to Fleet Customers

(a) such Uber Cash Payments will constitute a debt owing by the UBV Driver-Partner to
Uber; and
(b) Uber Cash Payments (together with Service Fee) shall be set off by Uber from amounts
otherwise collected in accordance with Part B, Section 4.10.1 (Set Off) below.

4.3.4. For the avoidance of doubt, no service fee may be charged to Users by the UBV Driver-Partner
in respect of amounts constituting Uber Cash Payments.

4.3.5. Driver-Partner miscalculations, errors and inaccuracies. Uber shall bear no liability or
responsibility for miscalculations, errors or inaccuracies in the calculating or entering the
amounts constituting Uber Cash Payments into the Driver App by the UBV Driver-Partner. The
UBV Driver-Partner acknowledges and agrees that any loss or liability incurred as a result of
UBV Driver-Partner error, miscalculation or inaccuracy in calculating or entering the amounts
constituting Uber Cash Payments into the Driver App shall be at the UBV Driver-Partner's own
risk and the UBV Driver-Partner further agrees that Uber shall bear no liability for errors, loss
or liability which the UBV Driver-Partner may incur as a result of such actions.

4.4 Recording of underpayments.

In the event that a User has insufficient funds to pay for a Transaction (whether in whole or
part, each such event is considered an "Underpayment"), the UBV Driver-Partner
acknowledges and agrees that:
(a) the UBV Driver-Partner shall record the amount of the Underpayment for that
transaction in the Driver App;
(b) an amount equivalent to the Underpayment recorded by the UBV Driver-Partner
under this Part B, Section 4 (Payment Terms) will be recorded by Uber as a negative
balance on the User's Uber account;
(c) Uber shall set a maximum limit which a User will be permitted to accumulate on his or
her Uber account as a negative balance. Upon reaching this limit a User will not be
permitted to book further Services via the Application until such balance has been
cleared; and
(d) Uber may from time to time deactivate Underpayments as a specific feature available
to a UBV Driver-Partner in accordance with Part B, Section 2.4.5 (Deactivation) above.

4.5 Collection of Underpayments in cash.

4.5.1. The UBV Driver-Partner acknowledges and agrees that notwithstanding Uber's (and its
Affiliates') role to facilitate the payment of transactions using Non-Cash Payment methods and
act as limited collection agent for the UBV Driver-Partner, where a User selects cash as his or
her payment method for a Transaction, it is the UBV Driver-Partner's (and not Uber's) obligation
to collect such Cash Fare.

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Part B: Specific Conditions Applicable to Fleet Customers

4.5.2. The UBV Driver-Partner agrees and acknowledges that at the time of payment for a trip the
UBV Driver-Partner may be notified via the Driver App that the User has incurred a negative
balance comprising the total cumulative amount of any underpayments incurred by the User
on his Uber account up to (but excluding) the current transaction (the "User Negative
Balance"). In such circumstances:
(a) the Application will reflect that the total amount owing by the User comprises of: (i)
the transaction amount owing for that trip; and (ii) the User Negative Balance owing
to Uber;
(b) the UBV Driver-Partner is under no obligation to compel or demand payment for the
User Negative Balance from the User and Uber agrees and acknowledges that it (Uber)
bears ultimately responsibility for seeking recourse for any User Negative Balance
from Users; and
(c) where the User pays the User Negative Balance in cash and where the UBV Driver-
Partner elects to accept such cash payment, the parties acknowledge that such
amounts will be settled with Uber as part of the set off set out in Part B, Section 4.10.1
(Set Off) below, as determined by Uber and notified to the UBV Driver-Partner from
time to time.

4.6. Gratuities.
The UBV Driver-Partner acknowledges and agrees that they may have the option to receive an
additional discretional payment from Users through the Uber Services ("Gratuity"). Any such
Gratuities are provided at the sole discretion of a User, and the UBV Driver-Partner
acknowledges and agrees that Uber does not guarantee that the UBV Driver-Partner will
receive Gratuities from Users. Gratuities payable to UBV Driver-Partner will be remitted to the
Customer in accordance with Section 4.1.4 (Fare Calculation and Customer Payment) of this
Agreement. Uber will also report the Gratuity amounts received by each UBV Driver-Partner in
accordance with Section 4.10.2 (Reports).

4.7 Changes to Fare Calculation. Uber reserves the right to change the Fare Calculation at any time
in Uber's discretion based upon local market factors, and Uber will provide notice to UBV
Driver-Partner in the event of such change that would result in a change in the recommended
Fare. Continued use of the Uber Services after any such change in the Fare Calculation shall
constitute UBV Driver-Partner's consent to such change.

4.8 Fare Adjustment. Uber reserves the right to: (i) adjust the Fare for a particular instance of
Transportation Services (e.g., UBV Driver-Partner took an inefficient route, UBV Driver-Partner
failed to properly end a particular instance of Transportation Services in the Driver App,
technical error in the Uber Services, etc.); or (ii) cancel the Fare for a particular instance of
Transportation Services (e.g., a User is charged for Transportation Services that were not
provided, in the event of a User complaint, fraud, etc.). Uber's decision to reduce or cancel the
Fare in any such manner shall be exercised in a reasonable manner.

4.9 Service Fee.

4.9.1. Calculation. In consideration of Uber's provision of the Uber Services, UBV Driver-Partner
agrees to pay Uber a service fee on a per Transportation Services transaction basis calculated
as a percentage of the Fare (regardless of any Negotiated Fare), as provided to UBV Driver-
Partner via email or electronically by Uber from time to time for the applicable Territory
("Service Fee"). Unless regulations applicable to the UBV Driver-Partner's Territory require
otherwise, taxes will be calculated and charged on the Fare, and Uber shall calculate the Service
Fee based on the Fare inclusive of such taxes.

4.9.2. Taxes on the Service Fee. In certain Territories, taxes may be payable on the Service Fee and/or
any other fees charged by Uber; Uber shall calculate and remit such taxes where required by
applicable law or regulation. The Service Fee and/or any other fees charged by Uber shall be

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Part B: Specific Conditions Applicable to Fleet Customers

net of withholding tax and any other applicable taxes. Unless regulations in the Customer’s
Territory require otherwise, Customer agrees to be responsible for withholding taxes and other
applicable taxes in relation to the Service Fee. Where required by applicable law or regulations,
Uber shall calculate and remit any such taxes.

4.9.3. Changes to Service Fee. Uber reserves the right to change the Service Fee at any time in Uber's
discretion based upon local market factors, and Uber will provide notice to UBV Driver-Partner
in the event of such change. Continued use of the Uber Services after any such change in the
Service Fee calculation shall constitute UBV Driver-Partner's consent to such change.

4.10 Collections.
4.10.1. Set off. The UBV Driver-Partner acknowledges and agrees that at the end of each week, Uber
will calculate and set off:

(a) (i) the total amount received by Uber constituting payments made by Users to the UBV
Driver-Partner for the provision of Transportation Services using a Non-Cash Payment
method including any Gratuities paid using a Non-Cash Payment method plus (ii) such
other amounts which Uber (in its sole discretion) agrees to pay to the UBV Driver-
Partner, less (iii) Service Fees owing with respect to Non-Cash Payments, less (iv) such
other amounts which the UBV Driver-Partner and Uber have agreed to deduct from
the Fare prior to remittance ("Uber Remittance Amount");
against
(b) (i) Service Fees owing with respect to Cash Fares plus (ii) total Uber Cash Payments
plus (iii) User Negative Balance paid to the UBV Driver-Partner in cash in accordance
with Part B, Section 4.5.2 (Collection of Underpayments in cash) less (iv) such other
amounts which the UBV Driver-Partner and Uber have agreed to deduct from the Fare
("Driver Remittance Amount").

Where the Uber Remittance Amount is greater than the Driver Remittance Amount, the UBV
Driver-Partner understands that Uber will remit the difference to the UBV Driver-Partner. For
the avoidance of doubt, the UBV Driver-Partner understands that where the Driver Remittance
Amount is greater than or equal to the Uber Remittance Amount, Uber shall have no further
obligation to pay or remit funds to the UBV Driver-Partner.

4.10.2. Reports. Uber agrees to report to the UBV Driver-Partner, all collections (including Fares and
Gratuities) performed by Uber in respect of Transportation Services provided by UBV Driver-
Partner.

4.10.3. Driver-Partner negative balance. Where the Driver Remittance Amount is greater than the
Uber Remittance Amount, such that there are insufficient funds from Fares paid by Non-Cash
Payments associated with the Transportation Services provided by UBV Driver-Partner to set
off against for the recoupment of Service Fees due on Cash Fares and Uber Cash Payment and
other amounts owed to Uber, and the UBV Driver-Partner has not provided Uber another
means of repayment, Uber shall record the shortfall against the UBV Driver-Partner's Uber
account, which shall be carried forward until the UBV Driver-Partner has repaid such amounts.
Uber may make collection options available to UBV Driver-Partner (e.g., cash collection kiosks,
bank transfer, debit card acceptance, and mobile wallets) in order to facilitate the repayment
of any amounts owed to Uber. In the event UBV Driver-Partner has a card on file (or other
means of payment such as a bank account or PayPal for example) with Uber for payment
purposes in connection with UBV Driver-Partner's use of the Uber Services, UBV Driver-Partner
acknowledges and agrees that Uber or its affiliates may collect amounts owed from that card
(or other payment means) as described here. UBV Driver-Partner acknowledges and agrees
that it shall bear the cost of any fees related to repayment (e.g., fees for overdraft, top-up,
currency exchange, cross-border, bank transfer, or any other similar fee, charge, or expense)

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Part B: Specific Conditions Applicable to Fleet Customers

and any taxes (including withholding taxes, indirect taxes, VAT and GST), grossing up amounts
owed to Uber accordingly so Uber receives the full amount owed.

4.10.4. No waiver. For the avoidance of doubt, Uber shall not be deemed to have waived its right to
any amounts owed for provision of the Uber Services and Uber Cash Payment if: (a) there are
insufficient payment card Fares to set off against; (b) the UBV Driver-Partner does not repay in
a timely manner any amounts owed Uber on a weekly basis as required; or (c) Uber elects to
require a minimum amount owed prior to initiating collection efforts or otherwise delays
collecting amounts owed by the UBV Driver-Partner.

4.10.5. Suspension of Driver-Partner account. Uber reserves the right to suspend UBV Driver-Partner's
Uber account if UBV Driver-Partner maintains a negative balance for more than one (1) week.
With each payment statement, Uber shall report any offsetting and deductions. Uber reserves
the right to apply interest to any funds that remain outstanding for an extended period of time
and/or assess a reactivation fee and/or assess any other fee allowed under applicable law in
connection with fees that remain due and outstanding to Uber for the Uber Services past their
due date. Any such interest or fees shall be exclusive of the repayment and settlement of all
principal payments owed to Uber for the Uber Services and Uber Cash Payments.

4.11 Cancellation Charges.

4.11.1. UBV Driver-Partner acknowledges and agrees that Users may elect to cancel requests for
Transportation Services that have been accepted by UBV Driver-Partner via the Driver App at
any time prior to the UBV Driver-Partner's arrival. In the event that a User cancels an accepted
request for Transportation Services, Uber may charge the User a cancellation fee on behalf of
the UBV Driver-Partner. If charged, this cancellation fee shall be deemed the Fare for the
cancelled Transportation Services for the purpose of remittance to UBV Driver-Partner
hereunder ("Cancellation Fee").

4.11.2. The Parties acknowledge that and agree that as between UBV Driver-Partner and Uber, this
Cancellation Fee is a recommended amount, and the primary purpose of such Cancellation Fee
is to act as the default amount in the event UBV Driver-Partner does not negotiate a different
amount. UBV Driver-Partner shall always have the right to: (a) charge a cancellation fee that is
less than the Cancellation Fee; or (b) negotiate, at the UBV Driver-Partner's request, a
cancellation fee that is lower than the Cancellation Fee (each of (a) and (b) herein, a
"Negotiated Cancellation Fee"). If charged, the Cancellation Fee (regardless of any Negotiated
Cancellation Fee) shall be deemed the Fare for the cancelled Transportation Services for the
purpose of remittance to the UBV Driver-Partner hereunder.

4.12 Receipts. As part of the Uber Services, Uber provides UBV Driver-Partner a system for the
delivery of receipts to Users for Transportation Services rendered. Upon the completion of
Transportation Services for a User by the UBV Driver-Partner, Uber prepares an applicable
receipt and issues such receipt to the User via email on behalf of the UBV Driver-Partner. Such
receipts are also provided via email or the online portal available to the UBV Driver-Partner on
the Uber Services. Receipts include the breakdown of amounts charged to the User for
Transportation Services and may include specific information about the UBV Driver-Partner,
including the UBV Driver-Partner's name and photo, as well as a map of the route taken by the
UBV Driver-Partner. Any corrections to a User's receipt for Transportation Services must be
submitted to Uber in writing within three (3) business days after the completion of such
Transportation Services. Absent such a notice, Uber shall not be liable for any mistakes in or
corrections to the receipt or for recalculation or disbursement of the Fare.

4.13 No Additional Amounts. The UBV Driver-Partner acknowledges and agrees that, for the mutual
benefit of the parties, through advertising and marketing, Uber and its Affiliates may seek to
attract new Users to Uber and to increase existing Users' use of Uber's mobile application. UBV

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Part B: Specific Conditions Applicable to Fleet Customers

Driver-Partner acknowledges and agrees such advertising or marketing does not entitle UBV
Driver-Partner to any additional monetary amounts beyond the amounts expressly set forth in
this Agreement.

5. Additional Undertakings.

5.1 The UBV Driver-Partner acknowledges and agrees that the UBV Driver-Partner shall comply
with, and bear sole responsibility for, all of the obligations under tax and social security laws
applicable in the Territory to him or her, including where Uber acts as limited payment
collection agent (including with respect to transactions taxes and duties).

5.2 The Parties also acknowledge and agree that at no time, and under no circumstance, shall Uber
be liable for the payment, settlement, and/or obligation to pay and/or settle any tax or social
security liabilities owed by the UBV Driver-Partner to any authority under applicable laws and
regulations. Uber's exclusive role shall be limited to a payment collection agent in respect of
Non-Cash Payments and other roles expressly agreed with the UBV Driver-Partner.

5.3 UBV Driver-Partner shall register his/her bank account to be associated with UBV Driver-
Partner's Uber account for the purpose of receiving remittances from Uber. UBV Driver-Partner
acknowledges and agrees that funds directed by Uber to such bank account shall be subject to
the provisions set out in this Driver Agreement.

6. Insurance.

UBV Driver-Partner represents and agrees that he or she holds or is otherwise covered by a
valid policy of liability insurance (in industry-standard coverage amounts) with respect to UBV
Driver-Partner's operation of the Vehicle(s) under this Agreement.

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Part C: General Terms and Conditions applicable to Fleet Customers and UBV Customers

SECTION C: GENERAL TERMS AND CONDITIONS

These General Conditions apply to both Fleet Partners and UBV Driver Partners and should be read with Part
A and B, as applicable.

1.1 "Affiliate" means an entity that, directly or indirectly, controls, is under the control of, or is under
common control with a party, where control means having more than fifty percent (50%) of the
voting stock or other ownership interest, the majority of the voting rights of such entity, the ability
of such entity to ensure that the activities and business of that Affiliate are conducted in accordance
with the wishes of that entity or the right to receive the majority of the income of that Affiliate on
any distribution by it of all of its income or the majority of its assets on a winding up.
1.2 "Change for Uber Cash" has the meaning set forth in Part A, Section 4.3 and Part B, Section 4.3.
1.3 "City Addendum" means any addendum or supplemental information (if any) to Part A of this
Agreement setting forth additional Territory-specific terms, as made available and as updated by
Uber from time to time.
1.4 "Driver App" means Uber's mobile application that enables transportation providers to access the
Uber Services for the purpose of seeking, receiving and fulfilling on-demand requests for
transportation services by Users, as may be updated or modified by Uber at its discretion from time
to time.
1.5 "Driver ID" means the identification and password key assigned by Uber to a Driver-Partner that
enables a Driver-Partner to use and access the Driver App.
1.6 "Driver Partner" means both a UBV Driver-Partner and a Fleet Driver-Partner.
1.7 "Driver-Provided Device" or "Device" means a mobile device owned or controlled by a Customer
or a Fleet Driver-Partner: (a) that meets the then-current Uber specifications for mobile devices as
set forth at www.uber.com/byod-devices; and (b) on which the Driver App has been installed as
authorised by Uber for the purpose of providing Transportation Services.
1.8 "Fare" has the meaning set forth in Part A, Section 4.1.1 and Part B, Section 4.1.1.
1.9 "Fleet Driver Agreement" means the terms and conditions that the Fleet Customer is required to
enter into with a Fleet Driver-Partner under Part A: Specific Conditions Applicable to Fleet
Customers prior to such Fleet Driver-Partner providing Transportation Services on behalf of the
Fleet Customer (as may be updated by Uber from time to time).
1.10 "Fleet Driver-Partner" means a principal, employee or contractor of the Fleet Customer: (a) who
meets the then current Uber requirements to be an active driver using the Uber Services; (b) whom
Uber authorises to access the Uber Services to provide Transportation Services on behalf of a Fleet
Customer; and (c) who has entered into the Fleet Driver Agreement.
1.11 "Gratuity" has the meaning set forth in Part A, Section 4.7 and Part B, Section 4.6.
1.12 "Non-Cash Payment" means payment by a credit card or any other non-cash, electronic form of
payment.
1.13 "Party" means a Fleet Customer, an UBV Driver-Partner or Uber (as applicable).
1.14 "Service Fee" has the meaning set forth in Part A, Section 4.9 and Part B, Section 4.9.

1.15 "Taxi Services" has the meaning set forth in Part A, Section 3.2.

1.16 "Territory" means the city or metro areas outside of the United States and Mainland China in which
the Fleet Customer and its Fleet Driver-Partners or the UBV Driver-Partner (as applicable) are
enabled by the Driver App to receive requests for Transportation Services.
1.17 "Tolls" means any applicable road, bridge, ferry, tunnel and airport charges and fees, including
inner-city congestion, environmental or similar charges as reasonably determined by the Uber
Services based on available information.
1.18 "Transportation Services" means the provision of passenger transportation services to Users via
the Uber Services in the Territory by the Fleet Customer and its Fleet Driver-Partners or the UBV
Driver-Partner (as applicable) using the Vehicles.

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Part C: General Terms and Conditions applicable to Fleet Customers and UBV Customers

1.19 "Uber Cash" means the stored value which is issued to User by Flutterwave Inc or its Affiliate,
represented electronically, denominated in Kenyan Shilling (KSh) and attributed to User’s account,
and which:

i. is credited to User’s account upon being loaded;

ii. may be loaded (subject to any limits imposed by Uber or by law and notified to User from
time to time);

iii. may be redeemed or applied by User as a payment method for Transportation Services
whereby Uber will satisfy and settle the payment obligation to Transportation Customer
or Driver-Partner (as instructed by the Transportation Customer) up to the Uber Cash
credit balance reflected in User’s Account;

iv. is not redeemable for cash by the User; and

v. which Transportation Customer agrees to accept as a payment method where selected as

such by User opts to apply as payment for a Transportation Service.
1.20 "Uber Cash Payment" means the cash amount that a User opts to apply, in respect of some or all
of the User's cash change, as Change for Uber Cash, to a Driver-Partner upon completion of a
Transportation Service.
1.21 "Uber Data" means all data related to the access and use of the Uber Services hereunder, including
all data related to Users (including User Information), all data related to the provision of
Transportation Services via the Uber Services and the Driver App, and the Driver ID.
1.22 "User Negative Balance" has the meaning in Part A, Section 4.5.2 and Part B, Section 4.5.2.
1.23 "Uber Services" mean Uber's electronic services rendered via a digital technology platform, being
on-demand intermediary and related services that enable transportation providers to seek, receive
and fulfil on-demand requests for transportation services by Users seeking transportation services;
such Uber Services include access to the Driver App and Uber's related software, websites, payment
services as described in Part A, Section 2 and Part B, Section 2 below, and related support services
systems, as may be updated or modified by Uber at its discretion from time to time.
1.24 "User" means an end user authorised by Uber to use Uber's mobile application for the purpose of
obtaining Transportation Services offered by Uber's transportation provider customers.
1.25 "User Information" means information about a User made available to Customer or a Fleet Driver-
Partner in connection with such User's request for and use of Transportation Services, which may
include the User's name, pick-up location, contact information and photo.
1.26 "Vehicle" means any vehicle of the Customer or the Fleet Driver-Partner that: (a) meets Uber's
requirements for a vehicle using the Uber Services; and (b) Uber authorises for use by a Driver-
Partner for the purpose of providing Transportation Services on behalf of Customer.

2. Proprietary Rights; License.

2.1 License Grant. Subject to the terms and conditions of this Agreement, Uber hereby grants the
Customer a non-exclusive, royalty-free, non-transferable, non-sublicensable, non-assignable
license, during the term of this Agreement, to use (and allow the Fleet Driver-Partners to use, where
applicable) the Driver App in connection with the provision by Uber of the Uber Services solely for
the purpose of providing Transportation Services to Users and tracking resulting Fares and Fees. All
rights not expressly granted to Customer are reserved by Uber, its Affiliates and their respective
licensors.

2.2 Restrictions. Customer shall not, and shall not allow any other party (including without limitation
Fleet Driver-Partners) to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise
provide or make available to any other party the Uber Services or the Driver App in any way; (b)
modify or make derivative works based upon the Uber Services or Driver App; (c) improperly use
the Uber Services or Driver App, including creating Internet "links" to any part of the Uber Services

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Part C: General Terms and Conditions applicable to Fleet Customers and UBV Customers

or Driver App, "framing" or "mirroring" any part of the Uber Services or Driver App on any other
websites or systems, or "scraping" or otherwise improperly obtaining data from the Uber Services
or Driver App; (d) reverse engineer, decompile, modify, or disassemble the Uber Services or Driver
App, except as allowed under applicable law; or (e) send spam or otherwise duplicative or
unsolicited messages. In addition, Customer shall not, and shall not allow any other party to, access
or use the Uber Services or Driver App to: (i) design or develop a competitive or substantially similar
product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or
cause to be launched on or in connection with the Uber Services an automated program or script,
including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which
may make multiple server requests per second, or unduly burden or hinder the operation and/or
performance of the Uber Services; or (iv) attempt to gain unauthorised access to the Uber Services
or its related systems or networks, all except to the extent such actions must be allowed under
Dutch law.

2.3 Ownership. The Uber Services, Driver App and Uber Data, including all intellectual property rights
therein, shall remain the property of Uber, its Affiliates or their respective licensors. Neither this
Agreement nor Customer's use of the Uber Services, Driver App or Uber Data conveys or grants to
Customer any rights: (a) in or related to the Uber Services, Driver App or Uber Data, except for the
limited license granted above; or (b) to use or reference in any manner Uber's, its Affiliates', or their
respective licensors' company names, logos, product and service names, trademarks, service marks
or other indicia of ownership. Additionally, Customer acknowledges Uber's rights in its UBER family
of trademarks and names, including UBER, alone and in combination with other letters,
punctuation, words, symbols and/or designs, the UBER Logo and EVERYONE'S PRIVATE DRIVER
("UBER Marks and Names"). Customer agrees it will not, and where applicable it will ensure that
its. Fleet Driver-Partners do not, try to register or otherwise claim ownership in any of the UBER
Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or
designs, or in any confusingly similar mark or name.

3. Confidentiality.

3.1 Each party acknowledges and agrees that in the performance of this Agreement it may have access
to or may be exposed to, directly or indirectly, confidential information of the other party
("Confidential Information"). Confidential Information includes, without limitation, Uber Data,
Driver IDs, User Information, and the transaction volume, marketing and business plans, business,
financial, technical, operational and such other non-public information of each party (whether
disclosed in writing or verbally) that such party designates as being proprietary or confidential or
of which the other party should reasonably know that it should be treated as confidential.

3.2 Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive
property of the disclosing party; (b) it shall not use Confidential Information of the other party for
any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential
Information of the other party to any third party, except to its employees, officers, contractors,
agents and service providers ("Permitted Persons") as necessary to perform under this Agreement,
provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of
Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy
all Confidential Information of the disclosing party upon the termination of this Agreement or at
the request of the other party (subject to applicable law and, with respect to Uber, its internal
record-keeping requirements).

3.3 Notwithstanding the foregoing, Confidential Information shall not include any information to the
extent it: (a) is or becomes part of the public domain through no act or omission on the part of the
receiving party; (b) was possessed by the receiving party prior to the date of this Agreement
without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having

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no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to

law, court order, subpoena or governmental authority, provided the receiving party notifies the
disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or
limit such required disclosure.

4. Privacy.

Subject to all applicable laws, Uber may provide to a third party any information (including personal
data and any Uber Data) about the Uber BV Driver-Partners or Fleet Driver-Partners provided
hereunder if:
(a) there is a complaint, dispute or conflict, including an accident, between a Uber BV Driver-
Partner and a User or a Fleet Driver-Partner and a User;
(b) it is necessary to enforce the terms of the Agreement;
(c) it is required, in Uber's or any Affiliate's sole discretion, by applicable law or regulation;
(d) it is necessary, in Uber's or any Affiliate's sole discretion, to (1) protect the safety, rights,
property or security of Uber, the Uber Services or any third party, (2) detect, prevent or
otherwise address fraud, security or technical issues, and/or (3) prevent or stop activity
which Uber or any of its Affiliates, in their sole discretion, consider to be, or to pose a risk
of being, illegal, unethical or legally actionable; or
(e) it is required or necessary, in Uber's or any Affiliate's sole discretion, for insurance or other
purposes related to the Customer's and/or Fleet Driver-Partner's ability to qualify, or
remain qualified, to use the Uber Services.
The Customer understands that Uber may retain the UBV Driver-Partner's or Fleet Driver-Partner(s)
personal data for legal, regulatory, safety, and other necessary purposes after this Agreement is
terminated. Uber processes personal data (including that referenced in Part A, Section 2.11
(Location Based Services) and Part B, Section 2.7 (Location Based Services) above) in accordance
with its privacy policy located at www.uber.com/legal

5. Representations and Warranties; Disclaimers.

5.1 By Fleet Customer. The Fleet Customer hereby represents and warrants that: (a) it has full power
and authority to enter into this Agreement and perform its obligations hereunder; (b) it is duly
organised, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it
has not entered into, and during the term will not enter into, any agreement that would prevent it
from complying with this Agreement; (d) it will comply with all applicable laws in its performance
of this Agreement, including holding and complying with all permits, licenses, registrations and
other governmental authorisations necessary to provide (i) Transportation Services using the Fleet
Driver-Partners and Vehicles pursuant to this Agreement, and (ii) passenger transportation services
to third parties in the Territory generally; and (e) it shall require all Fleet Driver-Partners to comply
with the Driver Agreement, the applicable terms and conditions set forth in this Agreement and all
applicable laws.

5.2 By UBV Customer. UBV Driver-Partner hereby represents and warrants that: (a) he/she has full
power and authority to enter into this Agreement and perform its obligations hereunder; (b) he/she
has not entered into, and during the term will not enter into, any agreement that would prevent it
from complying with this Agreement; (c) he/she will comply with all applicable laws in his/her
performance of this Agreement, including holding and complying with all permits, licenses,
registrations and other governmental authorizations necessary to provide: (i) Transportation
Services using the Vehicles pursuant to this Agreement, and (ii) passenger transportation services
to third parties in the Territory generally; and (d) he/she shall comply with the applicable terms and
conditions set forth in this Agreement, the General Terms and all applicable laws.

5.3 Disclaimer of Warranties. Uber provides, and the Fleet Customer accepts, the Uber Services and
the Driver App on an "as is" and "as available" basis. Uber does not represent, warrant or guarantee

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that Customer's or any Fleet Driver-Partner's access to or use of the Uber Services or the Driver
App: (a) will be uninterrupted or error free; or (b) will result in any requests for Transportation
Services. Uber functions as an on-demand lead generation and related service only and makes no
representations, warranties or guarantees as to the actions or inactions of the Users who may
request or receive Transportation Services from the Customer or any Fleet Driver-Partner
hereunder, and Uber need not screen or otherwise evaluate Users. By using the Uber Services and
Driver App, the Customer acknowledges and agrees that the Customer or (where applicable) a Fleet
Driver-Partner may be introduced to a third party (including Users) that may pose harm or risk to a
Customer, a Fleet Driver-Partner or other third parties. The Customer and Fleet Driver-Partners are
advised to take reasonable precautions with respect to interactions with third parties encountered
in connection with the use of the Uber Services or Driver App. Notwithstanding Uber's appointment
as the limited payment collection agent of the Customer for the purpose of accepting Non-Cash
Payments from Users on behalf of the Customer as set forth in Part A, Section 4 (Payment Terms)
and Part B, Section 4 (Payment Terms) above, Uber expressly disclaims all liability for any act or
omission of the Customer, any Fleet Driver-Partner, any User or other third party.

5.4 No Service Guarantee. Uber does not guarantee the availability or uptime of the Uber Services or
Driver App. The Customer acknowledges and agrees that the Uber Services or Driver App may be
unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure).
Further, the Uber Services or Driver App may be subject to limitations, delays, and other problems
inherent in the use of the internet and electronic communications, and Uber is not responsible for
any delays, delivery failures or other damages, liabilities or losses resulting from such problems.

6. Indemnification
6.1 The Customer shall indemnify, defend (at Uber's option) and hold harmless Uber and its Affiliates
and their respective officers, directors, employees, agents, successors and assigns from and against
any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security
contributions and taxes arising out of or related to: (a) the Fleet Customer's breach of its
representations, warranties or obligations under this Agreement; or (b) a claim by a third party
(including Users, regulators and governmental authorities) directly or indirectly related to the Fleet
Customer's provision of Transportation Services or use of the Uber Services.

6.2 As between the Fleet Customer and Uber, the Fleet Customer is and shall be solely responsible for
its Fleet Driver-Partners' provision of Transportation Services. As such, the Fleet Customer shall
indemnify, defend (at Uber's option) and hold harmless Uber and its Affiliates and their respective
officers, directors, employees, agents, successors and assigns from and against any and all
liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions
and taxes directly or indirectly arising out of or related to its Fleet Driver-Partners' provision of
Transportation Services or use of the Uber Services.

6.3 As between the UBV Driver-Partner and Uber, the UBV Driver-Partner shall be solely responsible
for its provision of Transportation Services. As such, UBV Driver-Partner shall indemnify, defend (at
Uber’s option) and hold harmless Uber and its Affiliates and their respective officers, directors,
employees, agents, successors and assigns from and against any and all liabilities, expenses
(including legal fees), damages, penalties, fines, social security contributions and taxes directly or
indirectly arising out of its provision of Transportation Services or use of the Uber Services.

7. Limits of Liability.

Uber and its Affiliates shall not be liable under or related to this Agreement for any of the following,
whether based on contract, tort or any other legal theory, even if a party has been advised of the
possibility of such damages: (i) any incidental, punitive, special, exemplary, consequential, or other
indirect damages of any type or kind; or (ii) Customer's, Fleet Driver-Partner's or any third party's
property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other

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Part C: General Terms and Conditions applicable to Fleet Customers and UBV Customers

economic advantage. Except for Uber's obligations to pay amounts due to Customer, as set out in
the relevant provisions of Part A and Part B (as applicable) above, but subject to any limitations or
other provisions contained in this Agreement which are applicable thereto, in no event shall the
liability of Uber or its Affiliates under this Agreement exceed the amount of Service Fees actually
paid to or due to Uber hereunder in the six (6) month period immediately preceding the event
giving rise to such claim. Customer acknowledges and agrees that any and all claims Customer has
or purports to have against Uber and/or its Affiliates should be notified to Uber and/or its Affiliates
within one (1) year after the event(s) that gave rise to such claim and that Customer forfeits all
rights in respect of that claim if Customer fails to do so. These limitations do not purport to limit
liability that cannot be excluded by applicable law.

8. Term and Termination.

8.1 Term. This Agreement shall commence on the date that the Agreement is executed by Customer
(electronically or otherwise) and shall continue until terminated as set forth herein.

8.2 Termination. Either party may terminate this Agreement: (a) without cause at any time upon seven
(7) days prior notice to the other party; (b) immediately, without notice, for the other party's
material breach of this Agreement; or (c) immediately, without notice, in the event of the
insolvency or bankruptcy of the other party, or upon the other party's filing or submission of
request for suspension of payment (or similar action or event) against the terminating party.

8.3 Uber may terminate this Agreement or deactivate the Customer or a particular Fleet Driver-Partner
immediately, without notice, with respect to Customer and/or any Fleet Driver-Partner in the event
Customer and/or any Fleet Driver-Partner, as applicable, no longer qualifies, under applicable law
or the standards and policies of Uber, to provide Transportation Services or to operate the Vehicle,
or as otherwise set forth in this Agreement.

8.4 Effect of Termination. Upon termination of the Agreement, Customer and all Driver-Partners, as
applicable, shall immediately delete and fully remove the Driver App from any applicable Driver-
Provided Devices. Outstanding payment obligations and the following provisions shall survive the
termination of this Agreement:

Part A – Specific Terms and Section 2.6 (Fleet Customer's Relationship with Users)
Conditions applicable to Fleet Section 2.7 (Fleet Customer's Relationship with Uber)
Customers Section 2.8 (Fleet Customer's Relationship with Fleet Driver-
Partner)
Section 2.9.3 (Ratings)
Section 4.11 (No Additional Amounts)
Section 5 (Taxes)

Part B – Specific Terms and Section 2.3 (UBV Driver-Partner's Relationship with Users)
Conditions applicable to UBV Driver- Section 2.4 (UBV Driver-Partner's Relationship with Uber)
Partners Section 2.5.3 (Ratings)
Section 4.13 (No Additional Amounts)

Part C - General Terms and Conditions Section 1 (Definitions)

Section 2.3 (Ownership)
Section 3 (Confidentiality)
Section 4 (Privacy)
Section 5 (Representations and Warranties; Disclaimers)
Section 6 (Indemnification)
Section 7 (Limits of Liability)
Section 8.4 (Effects of Termination)
Section 9 (Miscellaneous Terms)
Section 10 (Governing Law; Arbitration)

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Part C: General Terms and Conditions applicable to Fleet Customers and UBV Customers

9. Miscellaneous Terms.

9.1 Modification. Uber reserves the right to modify the terms and conditions of this Agreement or the
Fleet Driver Agreement (in accordance with the terms of this Agreement), effective upon publishing
an updated version of this Agreement or the Fleet Driver Agreement, as applicable, on the online
portal available to Customer on the Uber Services. Uber reserves the right to modify any
information referenced at hyperlinks from this Agreement from time to time. Customer hereby
acknowledges and agrees that, by using the Uber Services, or downloading, installing or using the
Driver App, Customer is bound by any future amendments and additions to this Agreement,
information referenced at hyperlinks herein, or documents incorporated herein, including with
respect to Fare Calculations. Continued use of the Uber Services or Driver App after any such
changes shall constitute Customer's consent to such changes.

9.2 Supplemental Terms. Supplemental terms may apply to Customer's (and Fleet Driver-Partner's)
use of the Uber Services, such as use policies or terms related to certain features and functionality,
which may be modified from time to time ("Supplemental Terms"). Customer may be presented
with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and
shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement
in the event of a conflict.

9.3 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, in
whole or in part, under any law, such provision or part thereof shall to that extent be deemed not
to form part of this Agreement but the legality, validity and enforceability of the remainder of this
Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or
unenforceable (part of the) provision with a (part of a) provision that is legal, valid and enforceable
and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable
(part of the) provision, given the contents and purpose of this Agreement.

9.4 Assignment. Customer may not assign or transfer this Agreement or any of its rights or obligations
hereunder, in whole or in part, without the prior written consent of the other party. Uber may
assign or transfer this Agreement or any or all of its rights or obligations hereunder, in whole or in
part, under this Agreement from time to time without consent.

9.5 Entire Agreement. This Agreement, including the recitals and all Supplemental Terms, constitutes
the entire agreement and understanding of the parties with respect to its subject matter and
replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such
subject matter. In this Agreement, the words "including" and "include" mean "including, but not
limited to." The recitals form a part of this Agreement.

9.6 No Third-Party Beneficiaries. Except as otherwise set forth in Part A, Section 2.7 (Fleet Customer's
Relationship with Fleet Driver-Partners), the Customer acknowledges that there are no third-party
beneficiaries to this Agreement.

Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party
beneficiary claims.

9.7 Notices. Any notice delivered by Uber to Customer under this Agreement will be delivered by email
to the email address associated with Customer's Uber account or by posting on the online portal
available to the Customer on the Uber Services. Any notice delivered by Customer to Uber under
this Agreement will be delivered by contacting Uber at http://partners.uber.com in the "Contact
Us" section. Additional Territory-specific notices may be required from time to time.

9.8 Providing Driver Agreement and amendments via the Driver App. The Fleet Customer
acknowledges and agrees that Uber shall, from time to time, for and on behalf of the Fleet

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Part C: General Terms and Conditions applicable to Fleet Customers and UBV Customers

Customer, provide or push the Fleet Driver Agreement between the Fleet Customer and the Fleet
Driver-Partner (and any amendments to such Fleet Driver Agreement which reflect any
amendments to the provisions set out in this Agreement or vice versa) to Fleet Driver-Partners via
the Driver App, for the Fleet Driver-Partner's acceptance and agreement.

10. Governing Law; Arbitration.

10.1 Except as otherwise set forth in this Agreement, this Agreement shall be exclusively governed by
and construed in accordance with the laws of The Netherlands, excluding its rules on conflicts of
laws. The Vienna Convention on the International Sale of Goods of 1980 (CISG) shall not apply.

10.2 Any dispute, conflict or controversy, howsoever arising out of or broadly in connection with or
relating to this Agreement, including those relating to its validity, its construction or its
enforceability, shall be first mandatorily submitted to mediation proceedings under the
International Chamber of Commerce Mediation Rules ("ICC Mediation Rules"). If such dispute has
not been settled within sixty (60) days after a Request for Mediation has been submitted under
such ICC Mediation Rules, such dispute can be referred to and shall be exclusively and finally
resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce
("ICC Arbitration Rules"). The ICC Rules' Emergency Arbitrator provisions are excluded. The dispute
shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place
of arbitration shall be Amsterdam, The Netherlands. The language of the arbitration shall be
English. This arbitration agreement shall be governed by the laws of The Netherlands.
The existence and content of the mediation and arbitration proceedings, including documents and
briefs submitted by the parties, correspondence from and to the ICC, correspondence from the
mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain
strictly confidential and shall not be disclosed to any third party without the express written
consent from the other party unless: (i) the disclosure to the third party is reasonably required in
the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees
unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

By clicking "I accept" or signing below, Customer expressly acknowledges that Customer has read,
understood, and taken steps to thoughtfully consider the consequences of this Agreement, that Customer
agrees to be bound by the terms and conditions of this Agreement, and that Customer is legally competent
to enter into this Agreement with Uber.

Customer (Corporate – Fleet Customer):

Company name:
____________________________________________

Authorised signatory signature (if applicable): ____________________________________________

Name: ____________________________________________

Date: ___________________________________________

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Part C: General Terms and Conditions applicable to Fleet Customers and UBV Customers

Customer (Individual –UBV Driver-Partner):

Name:
____________________________________________

Signature (if applicable): ____________________________________________

Date: ____________________________________________

Uber BV

Authorised signatory (signature): ____________________________________________

Name: ____________________________________________

Date: ____________________________________________

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