Terms Fleet

By offering the Miles Apps and the Miles Services, we offer technological solutions to assist the Fleet Partner in its operations and a platform where Passengers can connect with the Fleet Partners in order to request the provision of Transportation Services. Fleet Partners can also use a number of other services and solutions with the purpose of optimizing their daily operations and fleet management.

These Terms of Use, set out the terms between the Fleet Partners, Drivers and MilesTechnologies NA, LLC Dba Miles, regarding the use of the Miles Platform, the Miles Apps and the Miles Services.

To benefit from Miles Services and provide Transportation Services through the Miles Platform, the Fleet Partner / Driver must carefully read and agree to the completion of the terms and conditions set out below.

1. DEFINITIONS

**Miles Technologies NA, LLC **– dba Miles, is a Limited Liability company incorporated and registered under the laws of North Carolina, USA, registered office 3201 Edwards Mill Rd | Ste 141-533 | Raleigh | NC | 27612

2. CONCLUSION OF THE AGREEMENT

2.1. Prior to using the Miles Services, the Fleet Partner must sign up by providing the requested information in the signup application on the website and uploading or sending via email the necessary documentation as required by Miles. Upon successful completion of the signup application by the Fleet Partner, Miles will provide the Fleet Partner with a personal account accessible via a username and password. The Fleet Partner shall register on an ongoing basis Drivers and Vehicles, which at the sole discretion of Miles will or will not be activated and provided access to the Miles Apps. By clicking the „Submit" button located at the end of the signup application and/or by using the Miles Platform and/or Miles Apps, the Fleet Partner and Drivers accept the terms of the Agreement, representing and warranting that:

2.1.1. The Fleet Partner and Drivers are entitled to enter into an agreement with Miles to use the Miles Platform for providing the Transportation Service; The Fleet Partner / Driver carefully studied, fully understand and agree to be bound by these Terms, including all obligations that arise herein and from the Agreement;

2.1.2. All the information the Fleet Partner / Driver has presented to Miles is accurate, correct and complete;

2.1.3. The Fleet Partner / Driver will keep the Miles Fleet Partner Account and Miles Driver Account accurate and the profile information updated at all times;

2.1.4. The Fleet Partner / Driver will not authorize other persons to use the Miles Fleet Partner Account or Miles Driver Account nor transfer or assign the latter to any third party;

2.1.5. The Fleet Partner / Driver will not use the Miles Services for unauthorized or unlawful purposes and impair the proper operation of the Miles Services;

2.1.6. At all times, the Fleet Partner / Driver shall fully comply with all laws and regulations applicable in the state of North Carolina, including - but not limited to - local laws regulating passenger transportation services and will inform the Drivers at reasonable intervals of all applicable regulations relevant to the Transportation Services;

2.1.7. The Fleet Partner / Driver is liable and must fully indemnify and hold Miles Technologies NA, LLC Dba Miles and Miles Partners harmless for the violation of the Fleet Partner’s / Driver’s portal

2.1.8 The Fleet Partner / Driver shall not copy or distribute the Miles Apps, the Miles Services or any other of Miles contents, nor permit such acts without the prior written consent of Miles;

2.1.9. The Fleet Partner / Driver agrees with Miles privacy policy on the following website: www.ridewithmiles.com/privacy

2.2. The Fleet Partner is required to provide its bank account information when completing the payment details during the registration. The Fleet Partner must insert the bank account of the company/sole trade holder. Miles or a mandated third party, will transfer the relevant portion of the Fares paid by In-App Payment, after deducting any negative balance of the Fleet Partner and any other fees deriving from the Agreement, to the bank account that the Fleet Partner has provided. Miles Technologies NA, LLC Dba Miles shall not be liable for any incorrect money transactions in case the Fleet Partner / Driver has provided inaccurate account details.

2.3. After submitting the application form, the Fleet Partner / Driver may receive an email with additional conditions that must be met in order to provide Transportation Services while using the Miles Services, including additional information requests from Miles. Among other things, these conditions may include the provision of criminal records statements, clearance certificates, valid business licenses and driving licenses, confirmation of a particular technical condition or insurance of the vehicles, completion of a training course, the presence of a GPS-assisted mobile device, garage / business premise information, registration certificates, certificates of the bank account(s) or other evidence for the lawful use of the Vehicle and other conditions as described in the corresponding e-mail. Failure to comply with the provided requirements may result in the termination of the Agreement and the suspension of the right to use the Miles Services.

2.4. The Fleet Partner / Driver agrees that Miles may freely assign its obligations, rights and/or claims under this Agreement to Miles Partners. This includes, among other things, assigning the rights and obligations related to the verification of documents, related to registration applications, business licenses, registration certificates, training, forwarding of due Miles Fees, In-Apps Payments and payments/transfers in general, licensing of Miles Apps, etc.

2.5. Registering to the Miles Fleet Partner Account:

2.5.1. The Fleet Partner as a legal person is deemed to be the provider of Transportation Services and party to the Agreement.

2.5.2. In the event of incompatibility in the registration and/or uncertainties on the part of Miles on who the Fleet Partner and/or Driver is, Miles shall be entitled, at its sole discretion, to suspend the registration process, to block the access and usage of the Miles Apps and the Miles Services or to terminate the Agreement.

2.5.3. Notwithstanding the above, only the specific natural person indicated in the signup process may factually provide the Transportation Services. A Driver may use the Miles Driver Account only if it has read and accepted the parts of the Agreement relevant to the Driver, which is given if the Driver has been given a Miles Driver Account or if the Driver actually uses the Miles Apps. It is strictly prohibited for the Driver to save the Passenger’s contact information or to communicate with the Passenger prior to receiving the assignment and instructions from the Fleet Partner or after completing the ride request, save where the Driver must communicate with the Passenger to return a belonging left behind by the latter in the Vehicle.

2.5.4 THE LEGAL PERSON IN THE PAYMENT DETAILS (FLEET PARTNER) AND THE NATURAL PERSON FACTUALLY PROVIDING THE TRANSPORTATION SERVICES (DRIVER) SHALL REMAIN JOINTLY AND SEVERALLY LIABLE FOR ANY INFRINGEMENT OF THE AGREEMENT.

2.5.5 A certain Vehicle can be registered only under one Fleet Partner and only for one Miles Fleet Partner Account. A Driver can be registered only under one Fleet Partner and only one Miles Driver Account can be given to the Driver. The Fleet Partner shall immediately notify Miles if a Driver is no longer employed by/contracted to the Fleet Partner and if a Vehicle is no longer in its property or lawful possession or it is not in a working or lawful condition, in which cases Miles may deactivate the relevant accounts. The violation and attempt to circumvent these conditions may result in the suspension of the right to use any or all parts of the Miles Services, as well as the potential termination of this Agreement.

2.5.6. The registration of a Vehicle does not mean that with this Vehicle can be used at any time and without restriction in the Miles Platform. Therefore, Miles reserves the right to temporarily exclude a previously registered Vehicle from using the Miles Platform / Miles Fleet Partner Account / Miles Apps for any reason, without any compensation or indemnity obligation on Miles part. While performing the Transportation Service, the Driver must select in the Miles Platform/Miles Apps the Vehicle which is used for the purpose of providing Transportation Services. The license plate of such Vehicle will be displayed to prospective passengers.

2.5.7. If the Fleet Partner has registered several of its employees and/or service providers (Drivers), the Fleet Partner must ensure that, at all times, the Drivers confirm to the requirements of this Agreement and that the Drivers agree to act in accordance with the conditions and obligations of the Terms and any further agreements between the Parties. The Fleet Partner and its employees and/or service providers shall remain jointly and severally liable for any infringement conducted by such employee and/or service provider.

3. FLEET PARTNER/DRIVER’S RIGHT TO USE THE MILES APPS, MILES PLATFORM AND THE MILES FLEET PARTNER ACCOUNT / MILES DRIVER ACCOUNT

3.1. The Miles Platform: The Miles Platform will allow the Fleet Partner to receive inquiries from Passengers interested in receiving Transportation Services that only the Fleet Partner can decide to accept or ignore, in its sole discretion and in strict compliance with any applicable law.

Miles Apps, Miles Platform and the Miles Fleet Partner Account / Miles Driver Account:

Subject to the terms of the Agreement, Miles hereby grants the Fleet Partner / Driver for valuable consideration a non-exclusive, revocable, non-sublicensable, non-transferable license to use the Miles Apps, Miles Platform, Miles Driver Account and the Miles Fleet Partner Account United States, in accordance with the conditions in the Agreement.

The Miles Fleet Partner Account includes the so-called “Dispatcher Platform” available at www.ridewithmiles/fleet/signup. This additional system supports the Fleet Partner’s original conduct of business, by enabling the latter to manually dispatch rides from their business premises, receive via email, phone and other means of communication to Drivers.

3.3. In the course of using the Miles Apps and/or the Miles Platform and/or the Miles Fleet Partner Account and/or the Miles Driver Account, the Fleet Partner and the Drivers are not allowed to:

3.3.1. Making available the Miles Apps and/or Miles Fleet Partner Account and/or Miles Driver Account and/or Miles Services and/or Miles Platform and/or other Miles software, in the form of license, sub-licensing or in any other form, in part or in full, to any unauthorized third party;

3.3.2. Attempting to modify, decrypt or disassemble, reverse or otherwise attempt to obtain the Miles Apps and/or Miles Fleet Partner Account and/or Miles Driver Account and/or Miles Services and/or Miles Platform and/or other Miles software source code;

3.3.3. Using the Miles Apps and/or Miles Fleet Partner Account and/or Miles Driver Account and/or Miles Services and/or Miles Platform in a manner not expressly authorized, including creating related external online links;

3.3.4. Modify Miles Apps and/or the Miles Fleet Partner Account and/or the Miles Driver Account and/or the Miles Services and /or the Miles Platform and/or other Miles software in any manner or form or use modified versions thereof;

3.3.5. Transferring files containing viruses, corrupted files or other software that could damage or adversely affect the operation of another person's computer, the Miles Platform or hardware or telecommunications equipment;

3.3.6. Sending spam messages or other mixed or unwanted messages that have any connection to this Agreement or the Transportation Services;

3.3.7. Attempt to gain unauthorized access to the Miles Apps and/or the Miles Fleet Partner Account and/or the Miles Driver Account and/or the Miles Services and/or the Miles Platform and/or other “Miles” software;

3.3.8. Design or develop any product or service that might be in competition with Miles Technologies NA, LLC Dba Miles, or is in essence similar to, a copy or an extract of any technical function or content similar to the Miles Apps and/or Miles Fleet Partner Account and/or Miles Driver Account and/or Miles Services and/or Miles Platform.

3.4. To use the Miles Apps, Miles Platform, Miles Services, and the Website, the Fleet Partner / Driver must pay Miles or its affiliates the Miles Fees according to the Agreement.

3.5. The license granted herein revokes automatically and simultaneously with the termination of the Agreement. After the termination of the Agreement, the Fleet Partner / Driver must immediately stop using the Miles Apps, Miles Platform and the Miles Fleet Partner Account / Miles Driver Account and Miles is entitled to block and delete the Miles Fleet Partner Account / Miles Driver Account without prior notice.

3.6. All copyrights and trademarks, including source code, databases, logos and visual designs are owned by or exclusively licensed to Miles Technologies NA, LLC Dba Miles in USA and are protected by copyright, trademark and/or trade secret laws and international treaty provisions. By using the Miles Platform or any other Miles Services, the Fleet Partner / Driver does not acquire any rights of ownership to any intellectual property whatsoever.

3.7. Using Miles Tags and Labels:

3.7.1. In addition, Miles may give the Fleet Partner / Driver tags, labels, stickers, or other signs that refer to Miles Services and/or “Miles” branding or otherwise indicate the usage of the Miles Platform. Miles is also entitled to require the mandatory use of these tags and labels.

3.7.2. Miles grants the Fleet Partner / Driver a non-exclusive, non-sublicensable, non-transferable license to use “Miles” signs provided by Miles Technologies NA, LLC, solely for the purpose of indicating that the Fleet Partner / Driver is providing Transportation Services via the Miles Platform. Upon termination of the Agreement, the Fleet Partner / Driver must immediately remove and discard any such sign relating to the Miles Services, Miles branding or trademark. As a representative of the “Miles” brand, the Fleet Partner / Driver must at all times behave in such a manner that reflects the values of Miles Technologies NA, LLC Dba Miles. Any violation in this regard may be cause for termination or suspension of access or termination of the Agreement at the sole discretion of Miles.

3.8. All copyrights and trademarks, including source code, databases, logos and visual designs are owned by or exclusively licensed to Miles Technologies NA, LLC Dba Miles for U.S.A and are protected by copyright, trademark and/or trade secret laws and international treaty provisions. By using the Miles Platform or any other Miles Services, the Fleet Partner / Driver does not acquire any rights of ownership to any intellectual property whatsoever.

4. THE TRANSPORTATION SERVICES

4.1. Fleet Partner and Driver guarantee to provide Transportation Services in accordance with the Agreement as well as laws and regulations applicable in the state or city where Transportation Services are provided. The Fleet Partner and Drivers are fully, jointly and several liable for any violation of any local laws and regulations as may arise from providing Transportation Services, which may result in damage claims and immediate termination of the Agreement.

4.2. The Fleet Partner and Driver must have all licenses (including a valid driver's license), permits, car insurance, liability insurance (if applicable), registrations, certifications and other documentation that are required in the applicable jurisdiction for providing the Transportation Services. It is the Fleet Partner and Driver’s obligation to maintain the validity of all aforementioned documentation. Miles reserves the right to require to present evidence and submit for review all the necessary licenses, permits, approvals, authority, registrations and certifications.

4.3. Notwithstanding the obligations arising from the Agreement, the legal relationship regarding the Transportation Service is concluded between the Fleet Partner and the Passenger according to the stipulations of the applicable law.

4.4.The Fleet Partner must ensure the Driver provides the Transportation Services in a professional manner in accordance with the business ethics applicable to providing such services and endeavour to perform the Passenger's request in the best interest of the Passenger. Among else, the Driver (i) must take the route least costly for the Passenger, unless the Passenger explicitly requests otherwise; (ii) may not make any unauthorised stops; (iii) may not have any other passengers in the vehicle other than the Passenger and the passengers accompanying the Passenger; (iv) must adhere to any applicable traffic acts and regulations, i.e., must not conduct any actions that may disrupt driving or the perception of traffic conditions, including holding a phone in his/her hand while the vehicle is moving and (v) must keep the Vehicle smoke-free, clean and in hygienic conditions at all times.

4.5. Fleet Partner retains the sole right to determine when and for how long offering, accepting and providing the Transportation Service. Therefore the Fleet Partner must accept, reject or ignore Passenger's requests at its sole discretion and in accordance with applicable law.

4.6.If the Fleet Partner provides Transportation Services as rental car (Mietwagen) service providers:

4.6.2. Passenger’s requests shall be strictly received and accepted/rejected by the Fleet Partner in its own business premises or apartment. Passengers can only be picked up at the location indicated by the Passenger in its order request or at the business premises or apartment of the Fleet Partner.

4.6.3. The Driver must return to (one of) the Fleet Partner’s business premises after completing each Transportation Service and the Driver cannot pick-up new Passengers during empty rides, save where permitted under applicable laws.

4.6.4. The Fleet Partner must have a functioning telecommunication device in one of its business premises that is suitable for using the Miles Platform and receiving/accepting/rejecting the Passenger's ride order request.

4.6.5. The Driver shall set its status on “Offline”, at all times when the Driver is not ready / available / able to perform a Transportation Service request assigned or to be assigned by the Fleet Partner. Miles is entitled to set the status of the Driver on “Offline” while the Driver is executing a Transportation Service.

4.7. Costs incurred while providing the Transportation Services: The Fleet Partner / Driver is obliged to provide and maintain all equipment and means that are necessary to perform the Transportation Services at its own expense, including a car, smartphone, etc. Fleet Partner / Driver is also responsible for paying all costs incurred in the course of performing the Transportation Services including, but not limited to, fuel, mobile data plan costs, duty fees, amortization of the vehicle, insurance, relevant corporate or payroll taxes etc. Please bear in mind that using the Miles Apps may consume a large amount of data on the respective mobile data plan. Thus, it is suggested to subscribe for a data plan with unlimited or very high data usage capacity.

4.8. Fares: The Fleet Partner / Driver are entitled to charge a Fare for each Transportation Service mediated through the Miles Platform and completed as requested (i.e., Fare), provided such Transportation Services are in line with any applicable regulations and instructions/guidelines provided by Miles from time to time. The Fare is generally calculated based on a default base fare, the distance of the specific journey as determined by the GPS-based device and the duration of the specific travel. The Fare is calculated and communicated via the Miles Apps to the Passenger before the ride is requested by her/him, and also when the ride is accepted by the Fleet Partner or at the end of the ride conducted by the Driver. The Fare shall not change during the Transportation Service, save where the Passenger changes the destination during the ride, in which case the Fare shall be amended accordingly.

4.11. If the Fleet Partner / Driver find that there has been an error in the calculation of the Fare and wish to make corrections in the calculation of the Fare, a petition must be submitted in the section „Feedback" of the Miles Apps. If a petition in the section „Feedback" of the Miles Apps has not been submitted, then Miles shall not reassess the Fare or reimburse for an error made in the calculation of the Fare.

4.12. Miles may adjust the Fare for a particular order completed, if we detect a violation or in case a technical error affecting the final fare is identified. Miles may also fully or partially refund the Fare to the Passenger in case Miles has reasonable cause to suspect a fraud or a complaint by the Passenger indicates a violation by the Fleet Partner / Driver. Miles will only exercise its right to fully or partially refund the Fare in a reasonable and justified manner.

4.14. Miles takes no responsibility if the Passenger refuses to pay the fare. In such cases, the Driver should turn to the relevant authorities and call the police, while Miles may send the Passenger a request for payment. Miles does not have any obligation to compensate the Fare not paid by the Passenger. If the passengers in the vehicle do not agree to pay the Fare for the provision of Transportation Service, the Fare will be paid by the Passenger who has ordered the provision of Transportation Service. If Passenger justifiably refuses to pay the Fare on the account that the information stated in the Miles Apps is incorrect, then Miles will not reimburse for such expenses.

4.15. In any case, after each successful provision of Transportation Services, a receipt will be sent to the Passenger, consisting of the following information: the company's business name, place of business, the first name and surname of the Driver, a photo of the Driver, service license number (if applicable), the registration number of the vehicle, the date, the time, the start and end location, the duration and length, the Fare and the price paid for the provision of the Transportation Services.

4.16. Cancellation and waiting time fee: The Passenger may, via the Miles Apps, cancel a request for Transportation Services that a Fleet Partner has already accepted. Miles may charge, on behalf of the Fleet Partner, the Passenger's account with the fare of the cancelled transport service under certain conditions (cancellation fee). However, Miles assumes no liability for the collection of the cancellation fee.

4.17. If, in the course of the provision of Transportation Services, a Passenger or its co-passengers negligently damage the Vehicle or its furnishing (among else, by blemishing or staining the vehicle or causing the vehicle to stink), the Fleet Partner / Driver shall have the right to request the Passenger to pay a penalty up to $100 and request compensation for any damages exceeding the penalty. If the Passenger does not consent to paying the penalty and/or compensating the damage, Miles must be notified within 24 hours (and must be accompanied by pictures or other adequate evidence of damage) and we will then try to collect penalty and/or relevant costs from the Passenger. However, Miles is not taking any liability for direct or indirect damage in relation to cleaning or maintenance of the Vehicle caused by Passenger, and it is also not obliged to launch any trial in this respect.

4.18. Tax Obligations: The Fleet Partner and Driver hereby acknowledge to be obliged to fully comply with all tax obligations that arise from the applicable laws in relation to the provision of Transportation Services, including (i) paying corporate tax, income tax, social security tax or any other tax applicable, including corporate income and profit tax; and (ii) fulfilling all employee and tax registration obligations (including obtention of EIN Employee identification number) as required by the applicable law. In addition, it is the Fleet Partner / Driver’s duty to provide Miles with all relevant tax information, including (among others) EIN numbers. In case the tax authority will submit a valid application to us to provide information regarding a given Fleet Partner / Driver’s activities, we may make available to the tax authority the information regarding such activities to the extent set forth in valid legal acts. Additionally, it is the Fleet Partner / Driver obligation to adhere to all applicable tax regulations that may apply in connection with the provision of Transportation Services. The Fleet Partner hereby agrees to compensate Miles all state fees, claims, payments, fines or other tax obligations that Miles will incur in connection with the obligations arising from applicable tax regulations not having been met by the Fleet Partner / Driver (including paying the income tax and any other tex required).

5. MILES FEES

5.1. To use Miles Services, the Fleet Partner must pay Miles a fee (i.e., Miles Fees). The Miles Fees are paid based on the Fare of each Transport Service order the Fleet Partner/Driver has completed. The amount of the Miles Fees will be provided to the Fleet Partner through the Miles Apps, the Miles Fleet Partner Account or other relevant means. The Fleet Partner / Driver acknowledges that the Miles Fees may change from time to time. Miles shall send the Fleet Partner a prior notification one day before each such change.

6. IN-APP PAYMENTS

6.1 Miles may enable Passengers to pay for the Transportation Service via cards, carrier billing and other payment methods (Miles Business, etc.) directly in the Miles Apps (In-App Payment). The Fleet Partner / Driver hereby authorises Miles to act as its limited commercial agent solely for the purpose of collecting, on its behalf, the Fares, any applicable taxes or other fees paid by the Passenger via In-App Payment. Any payment obligation made by the Passenger via the In-App Payment shall be considered fulfilled as of the time that the payment has been made. The Fleet Partner / Driver agrees that payments made by the Passengers through In-App Payment are considered to be payments made directly to the Fleet Partner / Driver.

6.2. The Fleet Partner / Driver may not deny payment by the Passenger through the In-App Payment or influence the Passenger against using the In-App Payment. If the Fleet Partner / Driver refuses to accept an In-App Payment without good cause, Miles shall be entitled to charge the Fleet Partner / Driver a penalty of $100 for any refusal and/or block the Fleet Partner’s / Driver’s right to use the Miles Services in case of repetitive behaviour or terminate the Agreement.

6.3. Miles reserves the right to distribute promotional codes to Passengers at its discretion on a per promotion basis. The Fleet Partner / Driver is required to accept the use of promotional code only when the Passenger applies the code in-app to a trip using card payment. If the use of promotional codes is suspected as being fraudulent, illegal, used by a Fleet Partner / Driver in conflict with our Terms and Use relating to promotional code use, then the promotional code may be cancelled and the outstanding amount will not be reimbursed by Miles to the Fleet Partner / Driver.

6.4. Miles, or a mandated third party, will periodically transfer the In-App Payments received in the Miles Fleet Partner Account, as accounted for under the period of relevance - starting on Monday, 12:00 AM and ending on Sunday, 23.59 PM, every week - by bank transfer to the bank account specified by the Fleet Partner, by the 3rd day of the week following the period of relevance but not exceeding 10 (days) days from the end of the period of relevance. Any commissions, fees, costs and any other legal claims arising from the law or these Terms, due to Miles shall be deducted from the amount to be transferred to the Fleet Partners. If the Fleet Partner requests an In-App Payment review, Miles may transfer the amounts due after such review has been completed.. The Fleet Partner is entitled to review In-App Payment reports in the Miles Fleet Partner Account or the Miles Apps. The reports will show the amount of In-App Payments brokered in the previous week, as well as the withheld amounts relevant to the Miles Fees.

6.6. Miles is not obliged to pay Fleet Partners the Fare due from the Passenger if the In-App Payment failed because the Passenger's credit card or other payment is cancelled or is unsuccessful for other reasons. In such case, Miles will assist the Fleet Partner in requesting the Fare owed by the Passenger and Miles will transfer the relevant share of such Fare to the Fleet Partner once the Passenger has completed the requested payment. Before providing Transportation Services, the Fleet Partner / Driver must verify that the service is actually being provided to the right Passenger or the Passenger has expressly confirmed he/she allows other passengers to ride under the Passenger's account. If the Fleet Partner / Driver makes a mistake in identifying the Passenger, and the In-App Payment is charged to a person, who has not been provided or has not approved the Transportation Services for other passengers, then Miles shall reimburse the person for the Fare. In such case, the Fleet Partner / Driver is not entitled to receive its share of the Fare from Miles. Additionally, for every wrongfully applied In-App Payment, Miles shall be entitled to charge the Fleet Partner / Driver a penalty up to $50.

6.8. The Fleet Partner / Driver must notify Miles of any major circumstances that may affect Miles collection and distribution of the relevant share of the Fares paid through In-App Payment, as well as all those cases where the Fleet Partner / Driver is of the opinion that the respective funds were not duly received.

6.9. Please note that Miles will set off any Fares paid via In-App Payment against the amounts that the Fleet Partner / Driver is obliged to pay to Miles (i.e. Miles Fees and penalties). Miles may set off any of the Fleet Partner’s financial claims against financial claims that the Fleet Partner may have against Miles.

6.10 If Miles is not able to transfer the relevant share of the Fares to the Fleet Partner due to the Fleet Partner / Driver not including its bank account details in its Fleet Partner / Driver account or if the bank account details have been inserted incorrectly, then Miles will hold such payments for 90 days. If the Fleet Partner / Driver does not notify Miles of the correct bank account details within 90 days from the date that the right to claim such payments has been established, the Fleet Partners’s / Driver’s claim regarding the payment of the Fare not yet transferred shall expire.

7. CUSTOMER SUPPORT

7.1. Miles provides assistance to the Fleet Partners and Drivers regarding the use of Miles Services. Miles has the right to discontinue such services at any time or for any reason.

8. RATINGS AND ACTIVITY

8.1 To ensure a high quality service and provide additional reassurance to Passengers, the Fleet Partner and Driver hereby acknowledge that the Passengers may provide you a rating and leave feedback on the quality of the Transportation Services provided. The average rating will be linked to the Miles Driver Account and will be made available to Passengers requesting Transportation Services. The Passenger is required to provide the reviews and comments to the best of their knowledge and belief, and if we, at our own discretion, find a rating or comment was not provided in good faith, such a rating or comment may not be projected in the calculation of the rating.

8.2. In addition to the rating, Miles measures the level of activity of the Fleet Partners and Drivers and provides relevant activity scores, which are based on accepting, declining, not responding and completing Transportation Service requests.

8.3. In order to provide reliable services to Passengers, we may determine a minimum average rating and a minimum activity score that all Fleet Partners / Drivers must establish and maintain. If, after a pertinent notification from us, a Fleet Partner / Driver does not increase its average rating or activity score to the minimum level within the prescribed time period, such Fleet Partner / Driver account will be automatically suspended either temporarily or permanently. Miles may reverse the suspension of the Driver / Fleet Partner account if it is merited by any external circumstances or it is detected that the suspension was caused by a system error or false ratings.

9. MARKET ANALYSIS AND CAMPAIGNS

9.1. Market Overviews: Miles may send the Fleet Partner / Driver via the Miles Apps, Miles Driver Account, SMS, email or other means, market overviews, to increase its awareness of when the Passenger's needs are the highest. Please note that such market analysis are only recommendations and do not constitute any obligations for either party. As any market estimation provided is based on previous statistics, we cannot give any guarantees that the actual market situation will reflect the latter.

9.3. Campaigns for Passengers: Miles may occasionally arrange various campaigns to Passengers in order to promote the Miles Platform. If the Fare paid by the Passenger is reduced as part of such campaign, Miles will in most cases pay compensation equal to the monetary value of the benefits offered to the Passengers. Miles may set-off the marketing compensation against the Miles Fees.

10. RELATIONSHIP BETWEEN FLEET PARTNERS, DRIVERS, MILES AND THE PASSENGERS

10.1. The Fleet Partner / Driver hereby acknowledges and agrees that Miles acts as an intermediary marketplace connecting Passengers with Fleet Partners to help the Passengers move around cities more efficiently, and does not provide Transportation Services. The Fleet Partner / Driver acknowledges that the Fleet Partner / Driver is providing the Transportation Services on the basis of a service contract with the Passengers and that the Fleet Partner / Driver provides the Transportation Services as an economic and professional activity.

10.2. It is understood that the Fleet Partner and the Passenger are bound by a service contract to provide the Passengers with Transportation Services to which Miles, or Miles Partners are not a party.

10.3 The Driver / Fleet Partner hereby expressly declares that the relationship between the Driver / Fleet Partner and Miles Technologies NA, LLC Dba Miles is not an employment relationship and that no employment relationship will arise between the Driver / Fleet Partner and Miles Technologies NA, LLC Dba Miles and Miles Partners. The Parties also agree that there is no joint venture or partnership between the Fleet Partner and Miles Technologies NA, LLC Dba Miles. The Fleet Partner / Driver may not act as a clerk, agent or representative of Miles or its affiliates or bind Miles to any contract.

10.4. If the Driver is deemed to be an employee of Miles or its affiliate due to the application of mandatory laws or otherwise, the Fleet Partner / Driver agrees to indemnify Miles against any claims of any person, entity, regulatory or governmental authority based on such implied employment.

10.5. The Fleet Partner / Driver shall not assign the rights and obligations under the Agreement to any third party without the prior written consent of Miles.

10.6. The Fleet Partner acknowledges that Miles does not control or direct the Fleet Partner’s / Driver’s provision of Transportation Services. The Fleet Partner has the sole right to decide when and how long the Miles Apps will be used and if the Passenger's request will be accepted via the Miles Apps or not. The Fleet Partner acknowledges and agrees that it has complete discretion to provide its services or otherwise participate in other business or employment activities.

10.7. The Driver, if employed or contracted by the Fleet Partner, is subject to the Fleet Partner’s sole instructions. This means that Drivers are not allowed to drive from the business premises of the Fleet Partner without the appropriate instructions.

10.8. If a Passenger makes a direct transport request to the Drivers (or to the Fleet Partner in the role of driver), this may not be carried out.

11. PROCESSING OF PERSONAL DATA

11.1. Miles collects personal information such as name, address, telephone number, email address, vehicle information, license plates and location-related information from the Fleet Partner / Driver to enable the Miles Apps and Miles Services to function as intended.

11.2. Personal data will be processed according to the Privacy Policy available at www.ridewithmiles.com/privacy.

11.3. The misuse of personal data (including Passenger’s data) by the Fleet Partner and/or Drivers is strictly prohibited and will result in immediate termination of the Agreement.

12. LIABILITY

12.1. The Miles Platform is provided on an "as is" and "as available" basis.Miles Technologies NA, LLC Dba Miles, “Miles” Partners or any of their subsidiaries make no warranty or guarantee that access to the Miles Platform will be uninterrupted or error free. As the usage of Miles Platform for requesting transportation services depends on the behavior of Passengers, Miles does not guarantee that the Fleet Parner’s / Driver’s usage of the Miles Platform will result in any Transportation Service requests. Miles or Miles Partners are not responsible for the proper functioning of the Miles Apps / Miles Platform nor for any loss or damage that may result therefrom.

12.2. Miles Technologies NA, LLC Dba Miles or Miles Partners and/or its agents, directors and employees shall not be liable, to the maximum extent permitted by applicable law, for any loss or damage that may arise out of or in connection with this Agreement or the use of the Miles Apps and/or Miles Platform and/or Miles Services, including, but not limited to:

- direct or indirect property damage or financial loss;

- loss of profit or anticipated savings;

- loss of business, contracts, contacts, goodwill, reputation and any loss that may arise from the interruption of the business;

- loss or inaccuracy of data; and

- any other type of loss or damage.

12.3. The financial liability of Miles in connection with the violation of this Agreement shall be limited to USD 500 per Fleet Partner. The Fleet Partner / Driver shall have the right to claim for damages only if Miles Technologies NA, LLC Dba Miles or Miles Partners has deliberately violated this Agreement.

12.4. For the avoidance of doubt, Miles Technologies NA, LLC, Miles Partners does not guarantee the receipt of any requests from the Passenger and can in no way be considered as acting on behalf of the Passenger.

12.5. Miles strives to remove unpleasant users of the Miles Apps. That being said, Miles shall not be held liable for the actions or omissions of Passengers or co-passengers using the Miles Apps, and shall not be held liable for any loss or damage that may incur to the Fleet Partner / Driver or the Vehicle as a result of the actions or omissions of the Passengers or co-passengers.

12.6. The Fleet Partner / Driver shall be fully liable for breaching the Terms, this Agreement or any other applicable laws or regulations and must stop and remedy such breach immediately after receipt of a respective demand from Miles or any public authority. the Fleet Partner / Driver shall indemnify Miles Technologies NA, LLC Dba Miles or, Miles Partners for any direct and/or indirect loss and/or damage, loss of profits, expense, penalty, fine that Miles, Miles Partners may occur in connection with the Fleet Partner’s / Driver’s breach of the Terms, this Agreement and any other applicable laws and regulations. If the Passenger presents any claims against Miles in connection with the Fleet Partner’s / Driver’s provision of Transportation Services, then the Fleet Partner / Driver shall compensate such damage to the damaged party in full within 7 (seven) days as of the Fleet Partner’s / Driver’s receipt of the respective request from Miles. In case Miles is entitled to present any claims against the Fleet Partner / Driver, then the Fleet Partner / Driver shall compensate the damaged party any legal costs related to the evaluation of the damages and the submission and enforcement of claims relating to compensation for such damages.

12.7. The Fleet Partner / Driver must comply with all tax and trade obligations that may arise in connection with the performance of the Fleet Partner’s / Driver’s obligations under the Agreement or the provision of Transportation Services. The Fleet Partner / Driver must indemnify Miles Technologies NA, LLC Dba Miles, Miles Partners against all tax, customs, duties, claims and penalties, as well as any trade-related penalties arising from the Fleet Partner’s / Driver’s failure to comply with the Fleet Partner’s / Driver’s tax and / or trade obligations (including, but not limited to, social security tax).

13. TERM AND TERMINATION

13.1. The conditions expressly specified in the Terms shall enter into force as of the Fleet Partner’s / Driver’s submission and acceptance by Miles of the signup application. The Agreement and other terms shall enter into force once the specific document or message has been made available to the Fleet Partner / Driver and the Fleet Partner / Driver starts or continues providing Transportation Services on Miles Platform using Miles Services.

13.2. The Fleet Partner may terminate the Agreement at any time by notifying Miles at least 7 (seven) days in advance, thereby ending the Fleet Partner’s / Driver’s right to use theMiles Platform, Miles Apps and Miles Services.

13.3. Miles may terminate this Agreement with a notice period of 7 (seven) days at any time and for any reason with immediate effect, reserving the right to block immediately the accesses related to any Fleet Partner, Driver or Vehicle.

13.4. Miles may immediately terminate the Agreement and/or block the access to the Miles Platform, Miles Fleet Partner Account, Miles Driver Account and Miles Services without prior notice in case of material breach of Agreement, any applicable laws or regulations, disparage of Miles Technologies NA, LLC Dba Miles, or Miles Partners, or cause harm to Miles brand, reputation or business, including for Passenger complaints, as determined in Miles sole discretion.

13.5. Miles may immediately block the Fleet Partners / Diver's access to the Miles Platform, Miles Fleet Partner Account, Miles Driver Account, and Miles Services during the investigation period if we suspect there is a violation of the Agreement or fraudulent activity. The access block is removed as soon as the investigation disproves such suspicions.

13.6. Miles is aiming at providing the highest quality service to all Passengers and therefore monitor the activity of Fleet Partners and Drivers though the system. If the Fleet Partner or Drivers do not meet the minimum service requirements, such as the obligation to have a certain minimum rating and activity score, Miles is entitled to immediately terminate the Agreement without giving any advance notice.

14. AMENDMENTS

14.1. Miles has the sole right to make changes to any of the documents of the Agreement. Changes to the Agreement will enter into force after they have been made available by email, Miles Apps or Miles Fleet Partner Account, and where the Fleet Partner / Driver have continued to provide Transportation Services using Miles Services or Miles Platform.

14.2. To amend the Agreement, Miles will publish a revised version on the website and provide notice in advance. If the Fleet Partner / Driver continue to use Miles Services, the revised terms will be considered accepted.

15. APPLICABLE LAW AND JURISDICTION

15.1. The Agreement shall be governed by and construed and enforced in accordance with the laws of North Carolina U.S.A.

15.2. All disputes that may arise in connection with the Agreement, whether in terms of their existence, validity, interpretation, performance, infringement, termination or otherwise, shall be settled by negotiation. If the dispute arising out of the Agreement, is not resolved by the negotiations, the dispute will be settled in the Court of Raleigh, North Carolina U.S.A.

16. NOTICES

16.1. The Fleet Partner is obliged to notify Miles promptly of any material change regarding the Fleet Partner, the Drivers and/or Vehicles (including contact information) and to ensure that any data or information inserted in the Miles Fleet Partner Account and Miles Driver Account are correct and up-to-date at any time.

16.2 Miles contact information: fleet@ridewithmiles.com

16.3. Any notification made under the Agreement shall be deemed satisfactory if (i) it is delivered in person, (ii) sent by courier with proof of delivery, (iii) sent by registered post, (iv) by e-mail or (v) via the Miles Fleet Partner Portal or Miles Apps. Any notice sent or posted in accordance with this clause shall be deemed received: (i) if delivered in person, at the time of delivery to the recipient; (ii) if delivered by courier on the date indicated by the courier as the date on which the envelope containing the notice was delivered to the recipient; (iii) if sent by registered mail, on the 10th day following delivery of the document to the post office; (iv) when disclosed on the Miles Fleet Partner or the Miles Apps; or (v) if sent by email, on the day the party receiving the email confirms receiving the respective e-mail or on the 2nd day following the dispatch of the email provided that the sender has not received an error notice (notifying that the email was not delivered to the party) and has sent the email again on the next calendar day and has not received a similar error notice.

17. FINAL PROVISIONS

17.1. If any provision of this Agreement is held to be unenforceable, the parties shall replace the affected provision by an enforceable provision that approximates the intent and economic effect of the provision in question. If one of the provisions of these Terms is or becomes invalid, the validity of the other provisions shall not be affected.

17.2. Any failure or delay of a party to enforce a right under the Agreement shall not be deemed as a waiver of such a right.