This M-RIDES Terms & Conditions is an Agreement (www.m-rides.com) between you and M-RIDES, and it sets forth terms and conditions that are applicable to your provision of Rideshare Services through the M-RIDES Platform. Capitalized terms herein have the meaning set forth in the Agreement. This Terms and Conditions replaces and supersedes any “Commission Schedule” or prior Driver Terms and Conditions that you have previously agreed to.

Driver Fare:

You are entitled to a Driver Fare for the Rideshare Services you perform for Riders, as provided in the Terms and Conditions. The “Driver Fare” for a completed ride consists of a base fare or pickup fare amount plus incremental amounts based on the actual time and distance of the ride, as measured by M-RIDES. The applicable base fare, pickup fare, and/or time and distance amounts are shown in the rates set by M-RIDES. You may earn incremental amounts based on the actual time and distance between the time you accept a ride request and the time you pick up the Rider. The rates from the market in which you pick up the Rider will apply to that ride. Please note that some larger markets (like the Toronto Area) have different rates for different sub-regions within the larger market. In that case, the rates from the sub-region in which you pick up the Rider will apply to that ride. In certain situations, the Driver Fare may be predetermined (such as a flat rate trip), or subject to certain minimum or maximum amounts. In some situations where a Rider cancels a ride request that you have accepted, you may earn a cancellation fee. See the Cancellation and no-show fee policy for drivers in the M-rides.com for details. In those cases, you will earn a Driver Fare in the amount of the cancellation payment set forth by M-RIDES. If additional Riders cancel when you’re already in a ride, such as in a shared ride, you will be paid for the time and distance of your current route and M-RIDES will retain any additional cancellation charges incurred by the Rider. For a shared ride you may pick up several Riders along a common route. In such situations: (i) the rates from the region of the first pick up will apply to the full route, and (ii) the fare calculation shall only include one base fare amount for the route (however, you may be able to earn additional incremental pickup fares along the same route. Your Driver Login may not be set or available to you until you are an approved driver, and you agree M-RIDES makes no representation or warranties concerning the charge amounts. Rate amounts are subject to change in M-RIDES’s discretion. By continuing to use the M-RIDES Platform, you are deemed to accept these changes.

Additional Payments to You:

In addition to the Driver Fare, you will receive the following payments, if applicable: (i) any tips provided by a Rider to you, (ii) any tolls or surcharges we collect for remittance to you, (iii) any damage charges we collect on your behalf, and (iv) any bonuses or incentives you earn based on your provision of Rideshare Services.

Payments:

Adjustments and Settlement. M-RIDES will collect payments owed to you by Riders and other third parties as your limited payment collection agent and you agree that the receipt of such payments by M-RIDES satisfies the payer’s obligation to you. M-RIDES reserves the right to adjust or withhold all or a portion of a Driver Fare or other payment owed to you (except tips) (i) if we believe that you have attempted to defraud or abuse Riders, M-RIDES, or M-RIDES’s payment systems, (ii) in order to resolve a Rider complaint (e.g., you took an inefficient route or failed to properly end a particular instance of Rideshare Services in the M-RIDES application when the ride was over), or (iii) if you end a ride at a location that is different than the destination submitted through the M-RIDES App. M-RIDES’s decision to adjust or withhold the Driver Fare or other payment in any way shall be exercised in a reasonable manner. We will use reasonable efforts to ensure that your Driver Fare and any other payments to you will be paid to you on at least a weekly basis. You acknowledge and agree that all payments owed to you shall not include any interest and will be net of any amounts that we are required to withhold by law.

Rider Charges:

M-RIDES will charge the Rider an amount calculated or determined by M-RIDES on your behalf for the Rideshare Services you perform for Riders (the “Rider Charges“). Rider Charges may be determined after the ride is completed based on the time and distance of the ride. Alternatively, Rider Charges may be quoted in advance and fixed at the time of the ride request (a “Quoted Charge“). A Quoted Charge may differ from what the Variable Charge would have been for the same ride (as Variable Charges change depending on a number of dynamic factors). In either case, your payment for Rideshare Services shall be the Driver Fare as described in Sections 1-3 above. Riders may elect to add an additional tip to you on top of the Rider Charges. The tip shall be paid entirely to you and shall be considered separate from the Rider Charges. Unless we indicate to you otherwise, the Rider Charges includes the Driver Fare, applicable tolls, fees retained by us (including the Service Fee and Platform Fee described below), and any Third Party Fees. “Third Party Fees” include any applicable airport fees, or any state or local fees, surcharges or taxes imposed on the provision of Rideshare Services or M-RIDES’s provision of the M-RIDES Platform that M-RIDES is required by law or agreement to collect and remit to third parties.

M-RIDES Fees:

In exchange for facilitating the Rideshare Services that you provide to Riders, you agree to pay M-RIDES (and permit M-RIDES to retain) a fee based on each transaction in which you provide Rideshare Services (“the M-RIDES Fees“), comprised of a service fee (“Service Fee“) and platform fee (“Platform Fee“). The Service Fee shall be a set amount for each ride as set forth by M-Rides and either a fixed model or percentage model (which are subjected to be changed under M-Rides discretion) For details view https://m-rides.com/ca/for-captains/. The Platform Fee shall be a variable amount equalling the Rider Charges minus: (i) the Driver Fare, (ii) any tolls or surcharges we collect for remittance to you, (iii) the Service Fee, (iv) any Third Party Fees that M-RIDES collects, and (v) any bonuses or incentives you earn based on your provision of Rideshare Services. In the event of a ride where the combination of (i)-(iv) above is greater than the Rider Charges, no Platform Fee will be charged to you for that ride. In such cases, any excess amounts that you receive will be an adjustment to your Platform Fee (or if necessary, as an adjustment to another payment owed to you). The Platform Fee may include any event fees in effect (as determined by M-RIDES) based on the location of the pick-up or drop-off of the ride. For your convenience, M-RIDES may collect the Service Fee and applicable event fees from Riders on your behalf to offset your payment of such fees to M-RIDES. The M-RIDES fees may be communicated to you weekly on an aggregated basis. In addition, M-RIDES may charge you other fees on a one-time, recurring or periodic basis. The amount of such fees may vary by market or other factors and shall be communicated to you in advance of incurring the fee.

Payment Processing:

Payment processing services are provided by Elavon and subject to the Elavon Connected Account Agreement. By using the M-RIDES Platform to receive payment proceeds, you agree to be bound by the Elavon Terms, which may be modified from time to time. As a condition of M-RIDES enabling payment processing services through Elavon, you authorize M-RIDES to obtain all necessary access and perform all necessary activity on your Elavon Connected Account to facilitate your provision of Rideshare Services as contemplated by the Agreement and your relationship with M-RIDES. You further agree to provide accurate and complete information about you and your business, and authorize M-RIDES to share it and transaction information with Elavon for the purposes of facilitating the payment processing services provided by Elavon. M-RIDES reserves the right to switch payment processing vendors or use alternate or backup vendors in its discretion.

Promotions and Coupons:

M-RIDES may, at its discretion, offer promotional or other Coupons to Riders, however such discounts shall not impact the Driver Fare or any other payments owed to you. You agree that M-RIDES may sell passes or subscriptions (each, a “M-Pass”) on your behalf to generate additional leads for your Rideshare Services. Ride Passes entitle Riders to receive discounted or capped fares for qualifying rides (subject to certain limitations, terms and conditions). When a Rider uses a M-Pass to receive a qualifying ride, M-RIDES will use the M-Pass payment in satisfaction of the total Charges subject to the terms and conditions of the M-Pass. Your payment for Rideshare Services arranged with a M-Pass will be determined based on the Driver Fare for the ride as provided in this Driver Terms and Conditions. In the event that M-Pass collections from a Rider exceed qualifying ride Charges (if any), you agree that as between you and M-RIDES, and to the extent permitted by law, M-RIDES may retain such excess amounts in consideration for M-RIDES’s sales and marketing of M-Ride Passes.

No Additional Amounts:

You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, M-RIDES and its Affiliates may seek to generate additional demand for your Rideshare Services from new and existing Riders. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement and Driver Terms and Conditions.