TNC Service Agreement

TNC SERVICE AGREEMENT

This TNC Service Agreement (the "Agreement") is made and entered into as of by and between Company Name: , a organized under the laws of , with principal place of business at ("Company"), and Service Provider Name: , an individual/sole proprietor or entity of type , with mailing address ("Provider").

RECITALS

WHEREAS, Company operates a transportation network platform that connects riders with third-party service providers to arrange for transportation services (the "Platform"); and

WHEREAS, Provider is engaged in the business of providing transportation services and desires to provide passenger transportation services using the Platform in accordance with the terms and conditions set forth herein; and

WHEREAS, Company desires to engage Provider, and Provider desires to provide services, subject to the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Services" means the transportation services provided by Provider to riders requested through the Platform, as more particularly described in Section 2. "Confidential Information" means all non-public business, financial, operational and technical information disclosed by one party to the other. Other defined terms are contained in the body of this Agreement.

2. SERVICES

2.1 Provider Duties. Provider shall provide all Services in a professional and safe manner consistent with prevailing industry standards, applicable laws, and Company policies. Provider shall: (a) possess and maintain all licenses, permits, and registrations required to perform Services; (b) maintain the vehicle(s) used to perform Services in safe mechanical condition; and (c) comply with Company operating rules furnished in writing from time to time.

2.2 Service Area. Provider is authorized to accept trips within the Service Area: . Provider shall not solicit trips outside the Service Area except as expressly permitted by Company in writing.

3. TERM

3.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of months, unless earlier terminated in accordance with Section 10. Thereafter, the Agreement shall automatically renew for successive periods of months, unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

4. COMPENSATION AND PAYMENT

4.1 Fare and Fees. Provider shall be paid according to the pricing and commission schedule set forth in Exhibit A attached hereto and incorporated by reference. Company shall retain a commission of of gross fares unless otherwise agreed in writing.

4.2 Payment Terms. Payments to Provider shall be calculated and disbursed on a weekly basis, with net amounts payable within days after close of the pay period, subject to offsets for chargebacks, refunds, fines, or other adjustments permitted hereunder.

5. INDEPENDENT CONTRACTOR

5.1 Relationship. Provider is an independent contractor and not an employee, agent, joint venturer or partner of Company. Provider shall have no authority to bind Company or incur obligations on Company's behalf. Provider shall be solely responsible for all payroll, withholding, employment taxes, and other obligations related to its personnel.

6. INSURANCE AND SAFETY

6.1 Insurance. Provider shall maintain automobile liability insurance with minimum limits of per occurrence and such other insurance as required by law or reasonably requested by Company. Provider shall provide proof of insurance upon execution and upon renewal.

6.2 Safety. Provider shall comply with all safety procedures and incident reporting requirements established by Company. Provider shall immediately notify Company of any accident, claim, or regulatory inquiry arising from the performance of Services.

7. BACKGROUND CHECKS; QUALIFICATIONS

7.1 Provider represents and warrants that it has conducted, and will continue to conduct, reasonable background and driving record checks for all persons who will perform Services. Company may periodically require verification of such checks, and may suspend or remove Provider from the Platform for failure to satisfy Company's qualification standards.

8. CONFIDENTIALITY AND DATA

8.1 Confidentiality. Each party shall hold Confidential Information of the other in strict confidence and shall not use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement or as required by law. Confidential Information does not include information that is or becomes public through no breach by the receiving party.

8.2 Data. Provider acknowledges that Company collects, processes and stores trip and rider data. Provider grants Company a worldwide, perpetual, transferable, sublicensable, royalty-free license to use and aggregate data relating to Services for analytics, safety, and Platform improvement, provided that Company shall not disclose personally identifiable information of Provider to third parties except as required by law or with Provider's consent.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Indemnification by Provider. Provider shall defend, indemnify and hold harmless Company and its officers, directors, employees and agents from and against all claims, losses, liabilities, damages, fines and expenses (including reasonable attorneys' fees) arising out of or resulting from Provider's negligence, willful misconduct, breach of this Agreement, or failure to comply with applicable laws in the performance of Services.

9.2 Indemnification by Company. Company shall indemnify Provider for claims directly arising from Company's gross negligence or willful misconduct in connection with the operation of the Platform, except to the extent caused by Provider's acts or omissions.

9.3 Limitation of Liability. Except for liability arising from a party's gross negligence, willful misconduct, or indemnification obligations under this Agreement, neither party's aggregate liability to the other shall exceed the total amount paid or payable to Provider under this Agreement during the six (6) months preceding the event giving rise to the claim.

10. TERMINATION

10.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon providing the other party at least days' prior written notice.

10.2 Termination for Cause. Either party may terminate immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of notice specifying the breach.

11. NOTICES

Notices shall be in writing and delivered by personal delivery, nationally recognized overnight carrier, or certified mail, return receipt requested, to the notice addresses set forth above, or to such other address as either party may designate by written notice to the other.

12. COMPLIANCE WITH LAW

Provider shall comply with all applicable federal, state and local laws, rules and regulations governing the provision of transportation services, including vehicle, licensing and employment laws. Provider shall bear sole responsibility for all taxes, assessments and fees imposed by governmental authorities upon Provider in connection with the performance of Services.

13. RECORDS AND AUDIT

Provider shall keep complete and accurate records of all trips and fares for a period of at least three (3) years and shall make such records available to Company upon reasonable request for audit and reconciliation purposes.

14. INTELLECTUAL PROPERTY

All intellectual property rights in and to the Platform and Company trademarks, service marks and trade names are and shall remain the exclusive property of Company. Provider grants Company a non-exclusive license to use Provider's name and logos solely for purposes of operating and promoting the Platform and Services.

15. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. Any dispute arising under this Agreement shall be resolved by binding arbitration in the county of , unless the parties mutually agree otherwise in writing.

16. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENT; WAIVER; COUNTERPARTS

16.1 Entire Agreement. This Agreement, including any Exhibits or schedules hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings.

16.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16.3 Amendment and Waiver. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in a written instrument signed by both parties. The failure of either party to enforce any right shall not constitute a waiver of that right.

16.4 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

17. MISCELLANEOUS

17.1 Assignment. Provider may not assign or subcontract its rights or obligations under this Agreement without Company's prior written consent, except that Provider may assign to an affiliated entity that assumes all obligations hereunder. Any attempted assignment in violation of this Section shall be void.

17.2 Survival. Sections concerning confidentiality, indemnification, limitation of liability, records and audit, and governing law shall survive termination or expiration of this Agreement.

EXHIBIT A — COMPENSATION SCHEDULE (SUMMARY)

CERTIFICATIONS

By signing below, each party certifies that: (a) it has the full right, power and authority to enter into this Agreement; (b) the information provided to the other party is true and correct; and (c) it will comply with all applicable laws and regulations in the performance of its obligations.

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