ARRO, INC.

DRIVER TERMS AND CONDITIONS

Last Updated: April 5, 2023

PLEASE READ THESE TERMS CAREFULLY AS THEY CONSTITUTE A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND ARRO.

These Arro Driver Terms and Conditions (the “Terms” or “Agreement”) between you and Arro, Inc., its parent, affiliates, representatives, officers and directors, collectively, (“Arro,” “we,” “us” or “our”) govern your usage of the Arro Platform and the Services (each defined below) and constitute a legal and binding agreement between you and Arro. If you do not agree to be bound by the Terms, you may not use/access the Arro Platform or Services.

Arro provides the Arro mobile applications, Channels (defined below), website and technology platform (collectively, the “Arro Platform”) that (a) enables persons who seek transportation to request and be matched with third party independent transportation providers (“Drivers”) in certain locations and to pay for transportation services, (b) enables third party independent providers of transportation  to accept the transportation requests and receive payment for the transportation services provided (c) enables persons to pay for transportation services originating from a street hail via electronic payment and (d) enables a party to track certain vehicle transportation services and related expenses through a support computer device.

INCLUDED IN THESE TERMS ARE THE FOLLOWING PROVISIONS WHICH YOU WILL BE ACCEPTING:

• PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND ARRO CAN BE BROUGHT (SEE SECTION 27 (DISPUTE RESOLUTION AND ARBITRATION PROVISION)).  THESE PROVISIONS WILL, WITH LIMITED EXCEPTIONS REQUIRE YOU TO A) WAIVE YOUR RIGHT TO A JURY TRIAL AND B) SUBMIT CLAIMS YOU HAVE AGAINST ARRO TO FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS. YOU HAVE AN OPPORTUNITY TO OPT OUT OF ARBITRATION WITH RESPECT TO CERTAIN CLAIMS AS PROVIDED IN SECTION 27.
• PROVISIONS THAT DETAIL THE FEES THAT WILL BE APPLIED TO THE FARE OF A TRIP THAT YOU COMPLETE (SEE SECTION 11 (FEES AND CHARGES)). 
• PROVISIONS THAT ESTABLISH THAT AS BETWEEN YOU AND ARRO, YOU ARE AN INDEPENDENT CONTRACTOR AND YOU ARE NOT AN EMPLOYEE OR AGENT OF ARRO (SEE SECTION 8  (YOU ARE AN INDEPENDENT CONTRACTOR)). THEREFORE YOU ARE NOT ENTITLED TO ANY EMPLOYMENT BENEFITS FROM ARRO OR ITS THIRD PARTY PROVIDERS, INCLUDING BUT NOT LIMITED TO WORKERS COMPENSATION. 

• PROVISIONS THAT REQUIRE YOU TO INDEMNIFY AND DEFEND ARRO, ITS AFFILIATES AND ITS CONTRACT PARTNERS FOR ALL ACCIDENTS OR INCIDENTS THAT OCCUR IN CONNECTION WITH ANY TRANSPORTATION SERVICES THAT YOU PROVIDE (SEE SECTION   22 ( INDEMNIFICATION)).

‍IN ORDER TO USE THE SERVICES, YOU MUST AGREE TO THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS.  UPON YOUR ACCEPTANCE AND ASSENT TO (ELECTRONIC OR OTHERWISE) THESE TERMS YOU AND ARRO SHALL BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN.   

1.  ACCEPTANCE

By your acceptance and assent to these  Terms, you expressly acknowledge that you understand, accept and agree to be bound by these Terms. Such acceptance establishes a legal and binding contractual relationship between you and Arro.  It also constitutes your agreement to the collection and handling of information described in the Terms and in the ARRO privacy policy, accessible at the following link: https://www.ridearro.com/privacy/  (such policy, as it may be amended from time to time, the “Privacy Policy”), and to your receipt of telephone communications, text messages,  push notifications and emails in connection with the Services at the telephone number and email address you provide during registration or updated at a later time or through the in-vehicle equipment of the vehicle you drive. Message and data rates may apply.  You also agree that your electronic signature on any agreements or documents in connection with the Service has the same effect as a physical signature. If you do not agree with the Terms you must not access the Services or accept any trip offered to you by Arro, or otherwise made available to you (whether or not originating from Arro) through any technology platform of Arro or its Affiliates.

YOU ACKNOWLEDGE THAT ARRO IS A TECHNOLOGY SERVICE PROVIDER THAT DOES NOT PROVIDE TRANSPORTATION SERVICES OR LOGISTIC SERVICES, DOES NOT OWN OR OPERATE ANY TAXIS OR FOR-HIRE VEHICLES, AND THAT IT DOES NOT CONSTITUTE OR OPERATE AS A TRANSPORTATION CARRIER AND, WITH RESPECT TO YOUR USE OF PAYMENT SERVICES, NOTWITHSTANDING ANY PROVISION OF THESE TERMS TO THE CONTRARY, YOU, AS THE PROVIDER OF TRANSPORTATION SERVICES, ARE THE MERCHANT WHO IS ACCEPTING PAYMENT FOR THE TRANSACTION OF BUSINESS WITH PASSENGERS WHO UTILIZE YOUR SERVICES.

2. DEFINITIONS

When used in these Terms, the following definitions apply:

1. “AAR Trip” means a Trip originating from the MTA New York City Transportation Authority as part of its Access-A-Ride paratransit program.   If you perform AAR Trips you must comply with the  https://docs.google.com/document/d/e/2PACX-1vQM1fLfZbkLNuCPZWFKkigX9aUeLBqZC4yofAUciOOxsEK0jQ3OZoai0SX1dyGzkvIba-p_x6LK6dQ6/pubARRO AAR PROGRAM POLICIES.
2. “Account” means your personal user account which enables you to access the Services.
3. “Affiliate(s)” means (a) the direct and indirect shareholders of Arro, (b) any Person controlling, controlled by or under common control with Arro, (c) Creative Mobile Technologies, LLC, and (d) any assignee or successor of any of the foregoing.
4. “Affiliated Base” means, with respect to any New York City black car or livery, the For-Hire Base with which such black car or livery is affiliated with.
5. “Applicable Laws” means any applicable laws, statutes, rules, regulations, codes and legally binding ordinances including, but not limited to, policies and directives issued by bodies and other Persons mandated to regulate any sector of the transport-for-hire and/or the payment industries, which are in effect at any time and from time to time (including, without limitation, those of the TLC).
6. “Application (s)” means any application(s)  that comprises the Services, including but not limited to Arro Driver and Arro Rider. 
7. “Arro Driver” means the software application provided by Arro that enables you to access the Services for the purpose of utilizing the Driver Referral Service provided by Arro to identify, accept and fulfill  User, Contract Partner and Third Party Rideshare Platform requests for transportation services, accept Electronic  Payment of Fares and access other administrative features  incorporated in the application as may be updated or modified from time to time
8. “Arro Indemnities” means Arro, its Affiliates, any member of the Group or any of Arro’s or its Affiliates’ or any member of the Group’s shareholders, directors, officers, employees, licensors, agents, representatives, or any other member of the Group, or any of the successors or assigns of any of the foregoing. 
9. “Arro Platform” means the Applications, Channels, website, technology platform and related software and support services that enables Users to utilize the Ride Request Services and  Electronic Payment services and transportation providers  to utilize the Driver Referral Services  and payment services.
10. “Arro Ride Request Services” means the platform, software applications, systems or services provided or authorized by Arro that enable users thereof to electronically hail a for-hire vehicle or pay the Fare via Electronic Payment for Trips  provided in for-hire vehicles on a mobile computing device (e.g., smart phone, tablet computer, payment terminal, etc.), desktop computing device, and/or via another means of electronic communication (e.g., SMS text messaging).
11. “Arro Rider” means the Arro application utilized by Users to utilize Arro Ride Request Services and to pay for transportation services provided. 
12. “Card on File” means a credit, or debit card that a user has associated with their Arro Rider account during the account registration process with the authorization that such card be utilized for Electronic Payment for transportation services provided.
13. “Channels” means the methods by which authorized users of the Services may access the Arro Platform and includes the Applications, the  Arro website (www.ridearro.com), In-Vehicle Equipment, mobile devices and certain text based messaging protocols (e.g., SMS text messaging). 
14. “Communications” means communications, agreements, documents, notices, statements and disclosures.
15. “Contract Partner” means any third party organization that has contracted with Arro or its Affiliates to engage third party transportation providers to provide transportation services to or for persons designated by such entity.
16. “Device” “means the In-Vehicle Equipment or Your Device, which enables you to access Arro Driver.
17. “Dispatch Association” means the taxi fleet, dispatch association or network, for-hire vehicle base or similar organization that dispatches or otherwise manages for-hire vehicles and with which the Vehicle you use to provide transportation services with is affiliated.
18. “Driver Referral Services” means the lead generation and referral services provided by Arro which enable transportation providers to identify, receive and/or fulfill Trip Requests and which services are provided before, during and after a Trip through its Arro Driver application, website and related support services.
19. “Driver Services Fee” means the fee Arro charges for driver payment remittal services.
20. “E-Hail“ is an electronic request for ground transportation.
21. “Electronic Payment” means payment via credit card, or debit card by the applicable account holder utilizing the Card on File for a Trip that originates via an e-hail application or to utilize the Hail and Pay services to pay for a Trip that originates via a street hail.
22. “Fare” means the amount that is charged to a User upon the completion of a Trip.  Such Fare is subject to applicable law, rules or regulations.  
23. “Fee” means a Transaction Fee, Driver Services Fee or Referral Fee, as the case may which is charged by Arro and deducted from the Fare.
24. “Feedback” means any comments, information, ideas, reviews, recommendations, suggested improvements, or any other information or material contained in any Communication you may send to Arro at any time and from time to time.
25. “For-Hire Base” is the TLC licensed business for dispatching for-hire vehicles and the physical location from where they are dispatched.
26. The “Group,” and each of them individually, a “member of the Group,” refers to Arro, its Affiliates, and each of Arro’s and its Affiliates’ respective officers, directors, employees, agents, shareholders, licensors, Contract Partners, Third Party Rideshare Platforms, partnering cities and municipalities and suppliers of Arro, including its technology systems provider, organizations it collaborates with, and each such affiliate, (collectively the “Group”).
27. “Hack License” means the license(s) required by applicable law, rules or regulations for a person to obtain and/or maintain for a party to legally operate a Vehicle and provide transportation services in the Territory.
28. “Hail and Pay” means  the Electronic Payment by a passenger for transportation services originating from a passenger street hail.
29. “In-Vehicle Equipment” means a mobile computing device (e.g., smart phone, tablet computer, payment terminal) which is installed in your Vehicle and to which you are provided use or access by your Vehicle Owner or the Dispatch Association with which your Vehicle is associated which enables you to utilize  Arro Driver and/or accept Electronic Payment of Fares.
30. “Location Addendum” means  a Territory specific addendum to these Terms setting forth additional, supplemental or alternative terms and conditions.
31. “Person” any individual, organization, corporation or other entity.
32. “Referral Fee” means the fees charged to Arro for the provision of Arro Driver and the Driver Referral Services.
33. “Remittal Amount” means  the payment amount remitted to the driver, comprised of the  Fare  of a completed Trip, any passenger gratuity, less any  applicable  Fees and any Tolls and Surcharges which Arro is legally required to collect. 
34. “Services” means the Arro Platform, and all related software, and hardware, including all features and functionalities associated with each of the foregoing and any support services provided by Arro. 
35. “Surcharge” means any applicable tax, assessment, fee, surcharge or other amount required by applicable law or regulation to be added to or assessed on Fares as reasonably determined by Arro based on available information.
36. “Territory” means the metropolitan area in which you provide transportation services utilizing the Arro Platform.
37. “Third party, means any Person which is not Arro.
38. “Third Party Ride Requests”  are Trip Requests  through the technology platform of Arro or its Affiliates which originate  from a Third Party Rideshare Platform.
39.  “Third Party Rideshare Platforms”  means the third party rideshare platforms such as Uber or Lyft; or other bases or transportation providers, e-hail application providers, transportation referral services who provide Third Party Ride Requests to Arro. 
40. “TLC” means the New York City Taxi and Limousine Commission or any successor agency.
41. “TLC Rules” means the rules promulgated by the TLC which are currently in effect. 
42. “Tolls” means any applicable road, bridge, ferry, tunnel or airport charges and fees, including inner-city congestion, environmental or similar charges as reasonably determined by Arro based on available information.
43. “Transaction Fee”means the fee charged by Arro for the facilitation of the Arro App Payment Processing and the limited collection agent services it provides.
44. “Trip” means the provision of ground transportation services from one location to another.
45. “Trip Request” means a User’s request for transportation services made available to you through the Arro Platform, whether or not originating from Arro or an Affiliate, a Contract Partner or from Third Party Rideshare Platforms. 
46. “User” shall be a reference to any Person which accesses, possesses or uses any of the Services for the purpose of obtaining and/or paying for transportation services.
47. “User Information” means information about a User made available to you in connection with such User’s Trip Request which User Information may include a User’s name, pick-up and drop-off location, contact information and/or photo.
48. “Vehicle” means a taxicab, livery vehicle, black car, limousine and/or other for-hire vehicle that is duly licensed, insured and authorized to operate as such in the Territory.
49. “Vehicle Owner” means, with respect to any Vehicle, the person(s) or entity(ies) that own, control or manage such Vehicle and/or the license or authorization to operate such Vehicle as a public vehicle for hire.
50. “Your Device” means a mobile computing device (e.g., smartphone or tablet computer) which you own or control that you utilize to access Arro Driver.

3. DESCRIPTION OF SERVICES

The Arro Platform provides lead generation and other Driver Referral Services  to Drivers which enable them to identify, accept  and fulfill Trip Requests  received from  Arro Driver and Arro’s  web-based ride booking tools. Arro also contracts with third party providers including Creative Mobile Technologies, LLC to facilitate payment processing, payment remittance and other payment services as part of the Arro  Platform functionalities. The Terms shall govern both your access and use of the Arro Platform, the Channels and any of its features and functionalities. The Services shall include any and all offline activities (such as the collection of data through mailings, telephone, e-mail, text or in person) and online activities (such as an application) owned, operated, provided or made available or accessible by Arro and/or its Affiliates. You acknowledge that the Services, in whole or in part, may be made available, by or in connection with any of Arro, its Affiliates, Contract Partners, Third Party Rideshare Platforms, third party transportation providers and/or third party logistics providers.

ARRO DOES NOT PROVIDE TRANSPORTATION SERVICES, DOES NOT OWN OR OPERATE ANY TAXIS, AND DOES NOT CONSTITUTE OR OPERATE AS A TRANSPORTATION CARRIER.  ARRO, THROUGH THE SERVICES, ONLY PROVIDES A TECHNOLOGY PLATFORM TO (1) OBTAIN CERTAIN THIRD PARTY TRANSPORTATION SERVICES, AND (2) FACILITATE PAYMENT OF FARES (AND, WHERE APPLICABLE, GRATUITIES) FOR CERTAIN THIRD PARTY TRANSPORTATION SERVICES.

4. YOUR ACCOUNT

In order to access the  Services, you first need to register and maintain a personal user Account.  You are responsible for any activity that occurs under your Account. As part of the registration process, you will be required to provide certain personal information including your name, email address, street address, cell phone number, state and professional driver’s license number including an image of your state driver’s license and photo.  You acknowledge and agree that you 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 For additional information about registering and maintaining your account see Driver Addendum: Your Account. 

You expressly consent to Arro sharing your Account  information with Arro third party partners, including, but not limited to, Contract Partners and Third Party Rideshare Partners, and Riders, as further addressed in the Privacy Section 13 below (Section 13 Privacy) and in Arro’s Privacy Policy.  You acknowledge and agree that Arro may release your contact and/or insurance information to a User upon such User’s reasonable request.   

5.  CHANGES TO THE TERMS

Arro reserves the right, from time to time, to change these Terms in its sole and absolute discretion effective upon publishing an updated version of the Terms on www.ridearro.com    and/or providing you with notice of such modified terms and conditions via email, sms messaging, or on a Device. Continued use of the Services after any such changes shall constitute your acceptance of such changes. Arro reserves the right to modify any information on pages referenced in the hyperlinks from these Terms from time to time, and such modifications shall become effective upon posting. You hereby acknowledge and agree that, by using the Services, or downloading, installing or using the Application, you are bound by any future amendments and additions to the Terms, information referenced at hyperlinks herein, or documents incorporated herein. Unless material changes are made to the arbitration provisions herein, you agree that modification of these Terms does not create a renewed opportunity to opt out of arbitration.  The Terms (which whenever used herein, include any amendment or supplemental terms) supersede any other terms and conditions between you and Arro in connection with the subject matter herewith.  

6.  ACCEPTANCE OF TRIP REQUESTS

You understand and agree that your geo-location information must be provided to Arro via a Device in order to receive Trip Requests.  Your geolocation will be monitored and tracked when Arro Driver is active and when you are providing transportation services.  Additionally the approximate location of your vehicle will be displayed to the User both before and during the provision of the transportation services you provide.

When Arro Driver is active, Trip Requests may appear to you either on Your Device or via the In-Vehicle Equipment on Arro Driver. You may accept, reject or ignore such Trip Requests.   If you accept any such Trip Request, you acknowledge and agree that you will provide transportation services to the applicable User and/or such User’s authorized passengers in accordance with these Terms, including the representations and warranties you provide in these Terms and  Applicable Law.   Upon your acceptance of a Trip Request you may be provided with certain User Information, including the User’s first name, pickup location, drop-off location and/or contact information and you agree that the User may also be given identifying information about you, including first name, photo, vehicle information, location,  and certain information you may have voluntarily provided in your Account.  Without a User’s consent you agree not to contact any User or use any of the User Information in connection with the provision of ground transportation to that User.  You agree to treat all User Information as Confidential Information as further detailed in Section17 (Confidentiality).

7. YOUR RELATIONSHIP WITH USERS

You acknowledge and agree that your provision of transportation services to Users creates a direct business relationship between you and the User. Any contract for the provision of Taxi and for-hire ground transportation services is between you and the user of such services, and not Arro or any of its affiliates. Arro simply provides a platform to introduce drivers and passengers and may facilitate payments in certain circumstances. Arro is not responsible for the behavior, actions or inactions (online or offline) of Users or other passengers including the failure of any User to tender payment of any Fare or other amount. You are solely responsible for your interactions with Users. By downloading, and accepting Trip Offers you agree to accept such risks and agree that the Group is not responsible for the acts or omissions of Users accessing the Services.  You acknowledge and agree you will transport all Users directly to their specified destination, without unauthorized interruption or unauthorized stops.‍

8. YOU ARE AN INDEPENDENT CONTRACTOR

You expressly recognize and agree that you are in a direct business relationship with Arro. Your business relationship with Arro is solely as an independent contractor.  Nothing in these Terms shall have the effect of creating an employer-employee, franchisor-franchisee or agency relationship between Arro and you.  Arro does not direct or control you generally or in the performance of your acceptance of Trip Requests  and the provision of transportation services.  You are solely responsible for your acts and omissions.  You retain the sole right to decide when, where and for how long you will accept Trip Requests  and provide transportation services.  You are free to choose whether to accept, decline, ignore or cancel a Trip Request, provided that you do not violate any laws and that cancellations are subject to Arro’s then current cancellation policies.  You are not required to accept a minimum number of Trip Requests  as a condition to maintaining access to the Arro Platform. Nor does Arro require you to accept any AAR Trip Requests, Contract Partner requests  or Third Party Ride Requests. As between Arro and you, you acknowledge and agree that you shall be solely responsible for determining the most effective, efficient and safe manner to perform each Trip.  You are responsible for the materials, supplies, tools and equipment required to provide the transportation services and you are responsible for all costs associated with the operation and maintenance of your Vehicle. You understand that you retain the complete right to (a) use other software application services in addition to the Services; and (b) engage in any other occupation or business. For additional information please refer to Driver Addendum: Drivers Are  Independent Contractors. 

9. RATINGS

Users  may be able to comment on your Vehicle and/or the transportation services you provide and you may be asked to comment on Users.  These ratings can include star or other ratings and other feedback.  Ratings are not confidential, and you hereby authorize Arro’s use and Third Party Rideshare Platforms’ use, distribution and display of your ratings (and ratings about you) as provided in Arro’s Privacy Notice without attribution or further approval.  Neither Arro nor any Third Party Rideshare Platform has any obligation to verify the ratings or their accuracy.

10. DEVICES

If you elect to use Your Device you are responsible for the acquisition, cost and maintenance of your Device and for the provision of and the costs associated with any wireless data plan.  Arro advises that your Device only be used under a data plan with unlimited or very high data usage limits as you will be responsible  for all costs associated with the plan. Upon the creation of an Account, Arro shall make available Arro Driver for installation on Your Device and grant you a license subject to the terms of Section 15 (License) herein.   In the event that you cease to provide transportation services via Arro Driver using Your Device the foregoing license grant shall immediately terminate and you will delete and fully remove Arro Driver from Your Device.

11. FEES AND CHARGES

BY ACCEPTING AND ACCESSING THE SERVICES, YOU AGREE YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS SET FORTH IN THIS SECTION.

1. Arro App Payment. Upon fulfillment of a  Trip Request and the completion of a Trip or where a User utilizes the Hail and Pay feature for a street hail, the User may pay for the applicable Fare, Tolls and Surcharges via Electronic Payment. Such Electronic Payment made via the Arro Platform is referred to herein as an “Arro App Payment.”    You appoint Arro and its Affiliates as your limited payment collection agent solely for the purpose of accepting the Arro App Payment from the User on your behalf.  Additionally, you agree that such payment made by a User to Arro shall be considered the same as payment made directly by such User to you.  Arro does not provide payment protection or guarantees in relation to payment for transportation services provided by you in connection with the Application or other Services, including with respect to any payment or hailing transaction. This means that you will bear the risk in the event that a  transaction by a User to provide payment to you proves to be fraudulent or unauthorized. You acknowledge that payment providers may ask that Arro or any of its affiliates conduct an audit of your activities to ensure compliance with PCI requirements, payment regulations and standards, or any Applicable Laws, and you agree to cooperate fully with any such audit. You further agree that you will cooperate with Arro and any of its affiliates in relation to any financial crime screening that is required and to assist Arro or any of its affiliates in complying with any laws, regulations and Industry Requirements (including, without limitation, any card or financial institution rules or policies).
2. Fixed Fares and Fares Based on Mileage and Time. The Fare that is charged to a User for a Trip that is booked, arranged or hired via the Driver Referral Services is either (a) a fixed amount mutually agreed by you and Arro prior to your commencement of a Trip (a “Fixed Fare”), or (b) calculated based upon a base fare amount plus mileage and/or time amounts, as detailed for the applicable Territory (“Mileage and Time”). If the Vehicle used by is a taxicab and you have not agreed to a Fixed Fare prior to your acceptance of the trip you acknowledge and agree that, unless otherwise determined by Arro in accordance with applicable law, the Fare for any Trip shall be the fare calculated by the taximeter utilized by such taxicab, which taximeter must comply with all Applicable laws. Such compliance is solely your responsibility. If you have agreed to a Fixed Fare you expressly and unconditionally acknowledge and agree that the Fixed Fare is based on a pricing model established by Arro or a third party, will not necessarily correspond to a metered fare and may be higher or lower than the metered fare applicable in your jurisdiction. Unless you have agreed to a Fixed Fare, you may also be entitled to charge a User for any Tolls or Surcharges incurred during or in connection with the Trip. If you are offered a Trip with a  Fixed Fare, you will be advised prior to accepting the Fixed Fare as to whether Tolls actually incurred may be added to the Fixed Fare upon Trip completion.  Subject to applicable, law, rule and regulation, Arro reserves the right to change the calculations based upon Mileage and Time at any time in Arro’s discretion based upon local market factors and Applicable Laws, and Arro will provide you with notice in the event of such change that would result in a change in the recommended Fare for each Trip. Continued use of Arro Driver after any such change in the calculations based upon Mileage and Time  shall constitute your consent to such change.

3. Your Payment.
   1. You Access Arro Driver via the In-Vehicle Equipment. With respect to any Arro App Payment made or processed for a Trip where your access to Arro Driver in the Vehicle that completes such Trip is via the In-Vehicle Equipment, then unless otherwise required by Applicable Laws or otherwise designated by the relevant Dispatch Association, (a) Arro will remit the applicable Remittal Amount for such Arro App Payment to such Dispatch Association within no more than five (5) business day unless required sooner by Applicable laws and (b) such Dispatch Association will remit the Remittal Amount to you, less any amounts you have agreed it may deduct, in accordance with its standard cashiering practices for payment of drivers. Notwithstanding the foregoing, in the event that (a) the relevant Dispatch Association, or applicable law or regulation, requires that you be paid Remittal Amounts directly, and (b) you have completed and delivered to Arro all forms required by Arro for electronic funds transfer, then Arro will remit the applicable Remittal Amount for an Arro App Payment to you within five (5) business days of the date on which the Arro App Payment is processed unless required sooner by Applicable Laws.
4. You Access Arro Driver via Your Device.  With respect to any Arro App Payment made or processed for a Trip where your access to Arro Driver in the Vehicle that completes such Trip is via Your Device, then, if you have completed all forms required by Arro for electronic funds transfer, Arro will remit the Remittal Amounts due and payable to you no less frequently than once per calendar week unless required sooner by Applicable Laws.
5. Driver Payment Card Agreement. Drivers shall be bound by and shall comply with the Driver Payment Card Agreement,if applicable, or any successor agreement for the electronic transfer of funds to the Driver. The rights and obligations set forth in the Driver Payment Card Agreement shall be in addition to, and not in replacement of, these Terms.  For avoidance of doubt, the Driver Payment Card Agreement does not apply to any person or entity that is not a driver.
6. Fare Adjustment. Arro reserves the right to reduce or cancel the Fare for a particular Trip in the event of a User complaint, you fail to properly end a Trip in Arro Driver, technical error in the Arro Driver Request Services, fraud, incorrect billing to a User, or similar circumstances.  Arro’s decision to reduce or cancel the Fare in any such manner shall be exercised in a reasonable manner and you will be notified by Arro as to the reason for such Fare adjustment or cancellation.
7. Arro Fees
   1. Transaction Fee. Arro facilitates Arro App Payment processing and provides limited payment collection agent services.  In return for the provision of these services,  you agree to pay to Arro a transaction fee on a per Arro App Payment basis (“Transaction Fee”), which Transaction Fee, (a) if you are using the In-Vehicle Equipment to access Arro Driver, shall be in an amount agreed with your Dispatch Association or your Vehicle Owner, or (b) if you are using Your Device in the Vehicle to access Arro Driver, shall be an amount equal to up to five percent (5%) of the amount of the applicable Arro App Payment or such amount agreed by you and Arro in a separate writing, not to exceed the maximum amount allowed by Applicable Laws. 
   2. Driver Services Fee. Arro administers the payment Remittal Amounts and provides related products and services. In return for the provision of these services, you agree to pay Arro a driver services fee on a per Arro App Payment basis (“Driver Services Fee”) in an amount up to one and one-half percent (1.50%) of the amount of the applicable Arro App Payment.
   3. Referral Fee. Arro provides Arro Driver and the Driver Referral Services for your use and benefit.  In return for the provision of these services, for each Trip booked, arranged or hired via the Driver Referral Services you agree to pay Arro a referral fee (a “Referral Fee”) on a per Arro App Payment basis in an amount equal to up to ten percent (10%) of the applicable Fare, or such other amount that Arro either (a) agrees to in writing, or (b) notifies you of prior to your acceptance of a Trip Request. You will not be charged a Referral Fee where a passenger pays the Fare utilizing Hail and Pay (i.e., the passenger utilizes the Arro Platform to pay for a Trip that originated from a street hail).  Arro may change the amount and calculation of the Referral Fee from time to time in its sole discretion, provided that Arro will provide you with written notice of any increase in the Referral Fee prior to any such increase taking effect. In the event that, for any Trip, the relevant Fare is not paid by Arro App Payment, you agree and consent to Arro deducting and collecting its Referral Fee for such Trip from any Remittal Amounts that may become due and payable to you thereafter.  
   4. Third Party Ride Request Fees.  Drivers may choose to receive Third Party Ride Requests from Third Party Rideshare Platforms.   If you accept Third Party Ride Requests, the Third Party Rideshare Platform will determine the Fare and collect on your behalf from the User such Fare for the Third Party Ride Requests that you accept.  To learn more see Driver Addendum: Third Party Ride Request Fees.  

5. Fee Changes. Arro reserves the right to change the Transaction Fee, the Driver Services Fee or the Referral Fee at any time in Arro’s sole discretion based upon market conditions in the Territory. Arro will provide you with notice in the event of any such change. Continued use of the Services after any such change any of the Fees included in this Section 11 (Fees and Charges) shall constitute your consent to such change.

6. Receipts. As part of the Services it provides, Arro generates and delivers applicable Trip receipts evidencing the Fare for completed Trips in your Vehicle to the User on your behalf.  Arro prepares and issues such receipt to the User via email upon Trip completion, and payment of the Fare by such User via Arro App Payment.  Such receipts may also be provided to you via email or online portal. Receipts include the breakdown of amounts charged to the User for transportation services and may include specific information about you, including your name, Hack License information, contact information and/or photo, as well as a map of the route you took. You must submit any corrections to a User’s receipt to Arro in writing within three (3) business days after the Trip completion. If you do not submit any corrections within such time frame, Arro shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Fare.

12. REPRESENTATIONS AND WARRANTIES

By accepting the Terms and providing transportation services (including any time you accept a Trip Request  sent to you through your In-Vehicle Equipment or on Your Device) you represent and warrant that you: (a) have all the appropriate licenses, approvals and authority to provide taxi and/or for-hire ground transportation services to passengers in all jurisdictions in which you provide services and are authorized and medically fit to operate a motor vehicle,  (b) own or have the legal right to operate the Vehicle you use and that such Vehicle meets all relevant safety standards and all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind, and the requirements of a Vehicle in these Terms, (c) have valid insurance coverage for your Vehicle and services that satisfy the minimum coverage and limit requirements to operate Vehicle in the location you provide for-hire transportation services,  (d) you will not charge a user or any passenger an amount greater than the applicable Fare for the resulting Trip, (e) have full power and authority to accept the Terms and enter into this Agreement and perform your obligations hereunder and (e) maintain high standards of professionalism, service and courtesy, (f) you will comply with all Applicable Laws in your provision of transportation services  and use of the Services and (g) will not discriminate against passengers with disabilities and will make reasonable accommodations as required by law for Users  who travel with their service animals or who use wheelchairs or mobility devices that can be folded for safe and secure storage in the vehicle’s trunk or back seat.  Additionally you acknowledge and agree that you possess the appropriate and current level of training, expertise and experience necessary or desirable to provide transportation services in a professional manner with all due skill, care and diligence; and that such Vehicle is 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.  You acknowledge and agree that you must comply with the requirements set forth in items (a-g) of this paragraph at all times, and that you may not accept any Trip Requests if you do not comply. 

You acknowledge and agree that you will pay all federal, state and local taxes based on your provision of transportation services and any payments received by you.

13.  PRIVACY

By using the Services, you consent to Arro collecting and sharing information about you, including but not limited to the information you provide when you create or update your Account (your name, email address, street address, cell phone number, state and professional driver’s license number including an image of your state driver’s license and photo), your location (received through your computing device) and your use of the Services with Arro’s Affiliates, Contract Partners, including, but not limited to, MTA and Third Party Rideshare Platforms, such as Uber (if you have accepted the Uber Terms and Conditions for Accepting Ride Requests on the Uber Platform in New York City or any other location, as applicable) or as required by Applicable Laws.  You also consent, upon your acceptance of a Trip Request, that the User shall be given identifying information about you, including first name, photo, vehicle information, location,  and certain information you may have voluntarily provided in your Account.

Subject to Applicable Laws, Arro and its Affiliates may, but shall not be required to, provide to a User, an insurance company and/or relevant authorities and/or regulatory agencies any information (including personal information (e.g., information obtained about you through any background check) and any Services data) about you or any transportation services provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident, between you and a User; (b) it is necessary to enforce the provisions of these Terms; (c) it is required, in Arro’s or any Affiliate’s sole discretion, by Applicable Laws (e.g., Arro or its Affiliates receive a subpoena, warrant, or other legal process for information); or (d) it is necessary, in Arro’s  or any Affiliate’s sole discretion.  Arro may also collect anonymized, aggregated data in connection with your use of the Services for purposes of marketing, data analytics and enhancing and optimizing the Services.  

You expressly consent to Arro’s, its Affiliates’, Contract Partners’  and Third Party Rideshare Platforms’ use of location-based services and you expressly waive and release Arro, its Affiliates, Contract Partner and  Third Party Rideshare Platforms from any and all liability, claims, causes of action or damages arising from your use of the Services, or in any way relating to the use of the geo-location and other location-based services.  In addition, you acknowledge and agree that Arro and its Affiliates and partners, including but not limited to Third Party Rideshare Platforms, may monitor, track and share your geo-location information obtained by Arro Driver and your Device for their technical, marketing and commercial purposes, including to provide and improve their products and services.

PLEASE REVIEW ARRO’S PRIVACY POLICY FOR ADDITIONAL INFORMATION ON THE TREATMENT AND HANDLING OF YOUR INFORMATION.

14. INSURANCE

You represent, warrant, covenant and agree that any for-hire Vehicle used by you to provide transportation services will be covered by and subject to a duly issued and effective commercial automobile liability insurance policy that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy the minimum requirements to operate a public vehicle for-hire within the Territory. You must be covered as an insured on the commercial automobile liability insurance.  This coverage must also include any no-fault coverage required by law or regulation in the Territory that may not be waived by an insured. You agree to provide Arro and its Affiliates and Contract Partners a copy of the insurance policy, policy declarations, proof of insurance identification card and proof of premium payment for the insurance policy required  upon request. Furthermore, you must provide Arro with written notice of cancellation of any insurance policy required by Arro. Arro shall have no right to control your selection or maintenance of your policy.‍  Where the applicable commercial automobile liability policy includes a blanket additional insured endorsement, you agree that your consent to these Terms satisfies the endorsement’s  requirements. You are required to promptly notify Arro of any accidents that occur while providing transportation services and to cooperate and provide all necessary information related thereto.‍

15.  LICENSE

Subject to your compliance in all respects with the Terms, Arro grants you a non-exclusive, limited, personal, non-transferable, non-sublicensable, and revocable license to download, access, install and use the Application solely for your personal and non-commercial use of the Services in accordance with all Applicable Laws and subject to the requirements, restrictions, obligations and conditions set forth in these Terms. For additional license information see Driver Addendum: License

16. OWNERSHIP

The rights, title and interest in and to (a)  the Services (including the Arro Platform and any Application and software), (b) the data, and (c) all intellectual property rights and other rights (including, without limitation, copyrights, patents,  trade  secrets, logos, trademarks, graphics, photographs, animations, videos and text) in or to the Application or other Services, or otherwise protecting or pertaining to any aspect of the Services, shall be the sole and exclusive property of Arro, its Affiliates or its licensors. For additional ownership information see Driver Addendum: Ownership 

17.  CONFIDENTIALITY

You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to the business, operations and properties of Arro or any of its Affiliates, including User Information about a User made available to you in connection with such User’s use of the Arro Platform, which may include the User’s name, pick-up and/or drop-off location, contact information and photo (“Confidential Information”) disclosed to you by Arro for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to Third Parties, and you agree not to store separate and outside of the Services any User Information obtained from the Services. You understand that some of  User Information you receive is classified as “Personally Identifiable Information” or “PII” and may be protected by federal and/or state confidentiality laws, such as the Health Information Portability and Accountability Act of 1996 (“HIPAA”), governing the privacy and security of protected (patient) health information. In the event that you know a User, you should not disclose to anyone the identity of the User or the location that you picked up, or dropped off the User, as this could violate HIPAA. You understand that any violation of the Term’s confidentiality provisions may violate HIPAA or state confidentiality laws and could result in civil or criminal penalties against you. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information or PII given by Arro in order to prevent it from falling into the public domain.

18.  PROHIBITED ACTIONS

With respect to your use of the Arro Platform and your participation in the Services you agree that you will NOT take the following actions (collectively, “Prohibited Actions”): (a) use the Services or the Application for unlawful purposes or in violation of any Applicable Laws, (b) export or re-export the Services directly or indirectly except as authorized by United States law or any other Applicable Laws. (c) modify, or create derivative works based upon, adapt, translate, reverse engineer, unencrypt, copy, reproduce, decipher, decompile or otherwise disassemble any portion of the Application or the Services for any purpose (whether or not such purpose is competitive). For additional Prohibited Actions, see Driver Addendum: Prohibited Actions. 

19. FEEDBACK

Arro is free to use any Feedback contained in any Communication  you may send to Arro at any time and from time to time through the Services (including, without limitation, via any Channel), without further compensation, acknowledgement or payment to you for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products, creating, modifying or improving any of the Services, or providing the Feedback to Third Parties. Furthermore, by submitting any Feedback to Arro, or in responding to questionnaires, you grant Arro a perpetual, sublicensable, non-exclusive, royalty-free irrevocable license and right to display, use, reproduce or modify the Feedback submitted in any media, software or technology of any kind now existing or developed in the future.

20. LEGAL AND REGULATORY REQUIREMENTS

You acknowledge and agree to comply at all times with all Applicable Laws, including any laws, rules and regulations (city, municipal, state, federal or other), applicable orders, decrees and judgments whenever you access Services. Additionally, by using the Services, you acknowledge that the Applicable Laws to which Arro and/or any other member of the Group is or may be subject to includes legal, statutory and regulatory requirements, as well as policies and directives issued by bodies and other Persons mandated to regulate any sector of the transport-for-hire and/or the payment industries, which are in effect at any time and from time to time (including, without limitation, those of the TLC). Notwithstanding anything else in the Terms, you hereby consent to and agree that Arro and/or any member of the Group may perform any action regarding Users (including yourself) which is or are required, in the discretion of Arro, to enable its compliance with, or any of its Affiliates’ or licensors’ compliance with, Industry Requirements (including, without limitation, any Industry Requirements which require or favor integration with, or data sharing with, Third Parties).

21.  LIMITATION OF LIABILITY

IN NO EVENT SHALL THE ARRO OR THE GROUP BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY OTHER PARTY FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICES, INCLUDING EACH CHANNEL AND APPLICATION AND SOFTWARE ASSOCIATED THEREWITH, OR OTHERWISE RELATED TO ANY SERVICE, APPLICATION, OR OTHER FEATURE OR FUNCTIONALITY ASSOCIATED WITH THE SERVICES.

EXCEPT FOR ARRO’S OBLIGATIONS TO PAY AMOUNTS DUE TO YOU PURSUANT TO SECTION 11 (FEES AND CHARGES) ABOVE, BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED IN THE TERMS  THAT ARE APPLICABLE THERETO,IN NO EVENT SHALL ARRO’S OR THE GROUP’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES FOR LOSSES ARISING FROM THE USE OR INABILITY TO USE THE SERVICE, INCLUDING EACH CHANNEL AND ARRO DRIVER AND SOFTWARE ASSOCIATED THEREWITH (OTHER THAN AS MAY BE REQUIRED BY ANY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) FIVE HUNDRED  DOLLARS ($500.00).

22. INDEMNIFICATION

You shall indemnify and defend (at Arro’s option) the Arro Indemnitees, and hold the Arro Indemnitees harmless, from and against any and all lawsuits, claims, proceedings, actions, judgments, settlements, awards, damages, losses, charges, liabilities, penalties, interest claims (including taxes and all related interest and penalties incurred directly with respect thereto), Social Security obligations, however described or denominated, and all related reasonable costs, expenses and other charges (including all reasonable attorneys fees and reasonable internal and external costs of investigations, litigation, hearings, proceedings, arbitration costs, document and data productions and discovery, settlement, judgment, award, interest and penalties), however described or denominated suffered or incurred by Arro Indemnitees as a result of or in connection with: (a) your breach of your representations, warranties or obligations under the Terms; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to your provision of transportation services or use of the Services, Applications or any Device, including but not limited to any accident or incident involving or arising from or in connection with the transportation services you provide and/or your operation of any Vehicle, regardless of fault.  Arro reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Arro Indemnitees, including rights to settle, and you agree to cooperate with the defense and settlement of these claims. Arro will use reasonable efforts to notify you of any claim, action or proceeding brought by a third party that is subject to the foregoing indemnification upon Arro becoming aware of it. This indemnity shall be applicable without regard to the negligence of the other party, including any indemnified person.

23. GOVERNING LAW

You and Arro agree that, subject to Section 27 (Dispute Resolution and Arbitration Provision) these Terms shall be governed by and construed in accordance with the laws of the State of New York and United States federal law applicable therein, without giving effect to its conflict of laws principles or rules and without reference to the Convention of Contracts.  Should any provision of Section 27  (Dispute Resolution and Arbitration Provision) not apply or should any claim or remedy be severed, you expressly and irrevocably waive any right you may have to a trial by jury.

24.  DISCLAIMERS

The following disclaimers are made on behalf of Arro, our Affiliates, the Arro Indemnities and each of their respective officers, directors, employees, agents and shareholders:

1. The Services  are provided “as is” and “as available” with all faults and without warranties, representations or guarantees of any kind or nature (whether express, implied, statutory or other).  We do not make any representations of any kind with respect to the Services.  Nor do we guarantee, represent or warrant that your use of the Services will be complete, reliable, current, secure, uninterrupted, always available or error-free or will meet your requirements.  You agree that Arro may eliminate or otherwise modify any or all aspects of the Services, including features, without compensation or notice to you.  We disclaim liability for, and no warranty is made with respect to, connectivity and availability of any of the Services or related platforms and systems.
2. Arro specifically disclaims liability for the use of mobile devices, third party websites, links or content (including advertising content), the internet, and the Application and related software (including their continuing compatibility with the Services).
3. To the extent allowable by law, we, including our licensors, disclaim all representations and warranties, including, warranties (implied or other) of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement.  In addition, we do not represent or warrant that the information accessible via any Channel or otherwise via the Services, is accurate, complete or current.  We do not represent or guarantee that your use of the Services will be free from interruption, loss, corruption, attack viruses, interference, hacking or other security intrusion and we disclaim any and all liability with respect thereto.  No oral or written information or advice given by us or our licensors or authorized representatives shall create a warranty or otherwise constitute a representation binding upon Arro or its affiliates, licensors or authorized representatives. 
4. Arro plays no role in screening Users or their passengers, assessing the suitability, legality or ability of any third party transportation providers, or third party dealings including those of Third Party Rideshare Platforms.  You expressly waive and release us and the Group from any and all losses arising from or related to any third party providers or third party dealings and including but not limited to the actions or inactions of Users. 
5. Arro has taken organizational measures designed to secure your personal information from accidental loss, and from unauthorized access, use, alteration or disclosure. However, Arro cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
6. Location data provided in connection with the Services is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Arro, nor any of its Affiliates, Contract Partners or Third Party Rideshare Platforms, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data displayed by, through or in connection with the Services. Any of your information, including geolocational data, which you upload, provide, or post on or through the Services may be accessible to Arro, its licensors, and certain Users.
7. In relation to the reporting information that Arro provides, Arro uses all reasonable endeavors to ensure that such information is accurate; however, Arro cannot guarantee that it will always be accurate. Consequently, you should use your own judgment when acting on the basis of information provided by Arro or on its behalf.
8. Arro is not responsible for the behavior, actions or inactions (online or offline) of Drivers,  Users or passengers, whether or not they are users of the Application. You are solely responsible for your interactions with other users. 

25.  RELEASE

In the event that you have a dispute with one or more Users and/or other Third Parties including Third Party Rideshare Platforms you agree to release the Arro Indemnitees from any and all claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes with other Users and/or third parties or to your use of or participation in the Services. Furthermore, you expressly waive any rights you may have under California Civil Code Section 1542 (or analogous laws of other states), which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” Arro reserves the right, but has no obligation, to monitor disputes between you and other Users and/or third parties.

26.  TERMINATION

You may cancel your Account at any time by simply closing your Account in accordance with the instructions made available to you on the Application or through any platform by or through which Services are provided. Notwithstanding anything to the contrary, Arro may restrict, suspend or terminate these Terms, the Services and/or your access to the Services in its sole discretion, with or without cause, at any time.  In the event of any termination of these Terms, in whole or in part, you and Arro acknowledge and agree that any term which is by its nature intended to survive termination or that  is reasonably necessary to accomplish or enforce the purpose of these Terms will survive any termination of these Terms or your use of the Service and remain in effect thereafter in accordance with their terms. Additionally, Arro shall be entitled to continue to use the information then obtained or made available to it in accordance with the Privacy Policy.  For avoidance of doubt, but without limiting the foregoing, any terms set forth in this Agreement pursuant to which any liability or responsibility of Arro and/or any other Arro Indemnitee is limited or disclaimed by any of them, shall survive the termination of this Agreement for any reason.

27.  DISPUTE RESOLUTION AND ARBITRATION PROVISION

IMPORTANT: PLEASE REVIEW THIS ARBITRATION PROVISION CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH ARRO ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION, UNLESS YOU OPT OUT AS PROVIDED BELOW. YOU MAY OPT OUT OF THIS ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS BELOW. IF YOU DO NOT OPT OUT OF THE ARBITRATION PROVISION ALL SUCH DISPUTES MUST BE RESOLVED THROUGH THE INDIVIDUAL ARBITRATION PROCESS AND  YOU WILL NOT BE ABLE TO PARTICIPATE IN ANY CLASS ACTIONS, COLLECTIVE, CONSOLIDATED AND/OR REPRESENTATIVE LAWSUITS AGAINST ARRO AND WILL NOT BE ELIGIBLE TO ANY RECOVERY IN CONNECTION WITH SUCH CLASS ACTIONS, COLLECTIVE, CONSOLIDATED AND/OR REPRESENTATIVE LAWSUITS.

1. You and Arro Agree to Binding Arbitration.

This Arbitration Provision affects your ability to participate in representative actions.

EXCEPT AS PROVIDED BELOW BOTH YOU AND ARRO AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE TERMS, INCLUDING THE BREACH, TERMINATION, INTERPRETATION OR VALIDITY THEREOF, SHALL BE FINALLY RESOLVED BY ARBITRATION ON AN INDIVIDUAL BASIS  IN NEW YORK CITY OR IN THE CITY WHERE THE SERVICES WERE PROVIDED.

Except as provided below, ALL DISPUTES, CLAIMS AND CONTROVERSIES BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND ARRO.  These Claims include but are not limited to any Claims whether based on past, present or future events arising out of or relating to these Terms  and prior versions thereof including the scope, breach, termination, enforcement, interpretation or validity thereof, the Services and your access thereto, your relationship with Arro, and incidents or accidents resulting in injury to you or any other person that you or anyone else alleges occurred in connection with your use of the Services.  This agreement to arbitrate (“Arbitration Agreement”) is intended to require arbitration of every Claim that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND ARRO ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT.

This Arbitration Agreement also applies to claims between you and Arro’s service providers, including but not limited to technology system providers and payment processors; and such service providers shall be considered intended third-party beneficiaries of this Arbitration Agreement.  However, if you have accepted the  Uber Terms and Conditions for Accepting Ride Requests on the Uber Platform in New York City, all claims between you and Arro or Arro’s service providers, arising out of your acceptance of an Uber Third Party Ride Request (as defined below in Fees and Charges) shall be governed by the binding arbitration provisions in the Uber Terms and Conditions for Accepting Ride Requests on the Uber Platform in New York City or other location. 

2.  Prohibition of Class Actions and other Non-Individualized Relief

ANY ARBITRATION UNDER THIS ARBITRATION AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

YOU UNDERSTAND AND AGREE THAT YOU AND ARRO MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS.  YOU UNDERSTAND AND AGREE THAT YOU AND ARRO BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR A CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDINGS.  

The parties acknowledge and agree to arbitrate only in individual arbitration and that this Arbitration Agreement does not permit class arbitration, or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding, including but not limited to claims brought under any state’s Private Attorneys General Act (“Class Action Waiver”). The parties also waive the right to seek, recover or obtain any non-individual relief.  The arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.  Notwithstanding the arbitrator’s power to rule on its own jurisdiction and the validity or enforceability of the agreement to arbitrate, the arbitrator has no power to rule on the (a) interpretation, (b) applicability, (c) validity or (d) enforceability of the agreement to arbitrate solely on an individual basis.  Only a court of competent jurisdiction, and not an arbitrator, shall have the exclusive authority to resolve any and all disputes arising out of or relating to the Class Action Waiver.

In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable with respect to any Claim or any particular remedy for a Claim (such as a request for public injunctive relief), then that Claim or particular remedy (and only that Claim or particular remedy) shall be severed from any remaining claims and/or remedies and may be brought in a court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims or remedies to the fullest extent possible.  Notwithstanding any other provision of this Arbitration Agreement or the applicable arbitration provider’s rules, this Class Action Waiver does not prevent you or Arro from participating in a class wide, collective, coordinated, or consolidated settlement of claims.

3. Arbitration Agreement is Governed by the Federal Arbitration Act

Notwithstanding any choice of law or other provision in these Terms, the parties acknowledge and agree that this Arbitration Agreement evidences a transaction involving interstate commerce and is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”). It is the intent of the parties to be bound by the provisions of the FAA for all purposes, and that the FAA and the applicable arbitration provider’s rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and applicable arbitration provider’s rules are found to not apply to any issue regarding the interpretation or enforcement of this Arbitration Agreement, then the laws of the State of New York shall apply without regard to choice of law principles.  This Arbitration Agreement survives after the Agreement terminates or your relationship with Arro ends.

4. Rules Governing the Arbitration

Any arbitration conducted pursuant to this Arbitration Provision shall be administered by JAMS. utilizing  JAMS Streamlined Arbitration Rules & Procedures  https://www.jamsadr.com/rules-streamlined-arbitration/ .  

If there is a conflict between the rules of JAMS and this Arbitration Provision, including but not limited to whether any arbitration shall continue on an individualized basis, then the terms of this Arbitration Agreement shall govern.

Claims shall be heard by a single arbitrator, unless the claim amount exceeds one hundred thousand dollars ($100,000), in which case the dispute shall be heard by a panel of three arbitrators (hereafter referred to in singular or plural as, “Arbitrator”)   The Arbitrator will be either (1) a retired judge or (2) an attorney licensed to practice law in the state where the arbitration is conducted with experience in the law underlying the dispute. The Arbitrator will be selected by the parties from the applicable arbitration provider’s roster of arbitrators. If the parties are unable to agree upon an Arbitrator after a good faith meet and confer effort, then the applicable arbitration provider will appoint the Arbitrator in accordance with its rules.

The Arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The Arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis.

Except where permitted by statute, the Arbitrator shall have no authority to award punitive, exemplary or multiple damages, and each party hereby waives any right to seek or recover such damages with respect to any dispute resolved by arbitration.  The Arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims.

In the event any portion of the Arbitration Agreement is deemed invalid or unenforceable, then the remaining portions of the Arbitration Agreement will remain in force and the unenforceable provisions shall be severed from this Arbitration Agreement.  The severance of the unenforceable provisions shall have no impact whatsoever on the enforceability, applicability, or validity of the Arbitration Agreement or the arbitrability of any remaining claims asserted by you or Arro. 

The Arbitrator is not bound by decisions reached in separate arbitrations, and the Arbitrator’s decision shall be binding only upon the parties to the arbitration that are the subject of the decision. The Arbitrator will provide a reasoned written statement of the Arbitrator’s decision which shall explain the award given and the findings and conclusions on which the decision is based. The Arbitrator’s award shall be final and binding and judgment on the award rendered by the Arbitrator may be entered in any court having jurisdiction thereof.

5. Fees

Each party will pay the fees for its, his or her own attorneys and any costs that are common to both court and arbitration proceedings (such as court reporter costs and transcript fees), subject to any remedies to which that party may later be entitled under applicable law. 

In any arbitration arising out of or related to this Arbitration Agreement, the Arbitrator shall award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration. If the Arbitrator determine a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the Arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.

6. Exceptions to Arbitration

This Arbitration Agreement shall not require arbitration of the following types of claims: (1) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction; (2) claims for workers’ compensation, state disability insurance and unemployment insurance benefits; (3) claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA; and (4) individual claims of sexual assault or sexual harassment in connection with the use of the Services. Where these claims are brought in a court of competent jurisdiction, Arro will not require arbitration of those claims. Arro’s agreement not to require arbitration of these claims does not waive the enforceability of any other provision of this Arbitration Agreement (including without limitation the Class Action Waiver), or of the enforceability of this Arbitration Agreement as to any other dispute, claim, or controversy.

Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board (“NLRB”), or Office of Federal Contract Compliance Programs, or similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party’s obligation to exhaust administrative remedies before making a claim in arbitration.  However, should you bring an administrative claim, you may only seek or recover money damages of the type that is permitted by this Arbitration Agreement and you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint, except for a complaint issued by the NLRB. Should you participate in an NLRB proceeding, you may only recover money damages if such recovery does not arise from or relate to a claim previously adjudicated under this Arbitration Agreement or settled by you. Similarly, you may not recover money damages under this Arbitration Agreement if you have already adjudicated such claim with the NLRB. Nothing in this Agreement or Arbitration Agreement prevents your participation in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Agreement.

7. Arbitration Process.

Prior to commencing arbitration, the party bringing the claim must first send a demand for arbitration in writing to the other party within the applicable statute of limitations period.  Such demand shall include identification of the parties (including, if you are bringing the claim, the phone number professional driver’s license number and any email address associated with your driver account, the city in which you reside and your express authorization to bring the arbitration demand), a statement of the legal and factual basis of the Claim(s), and a specification of the remedy sought and the amount in controversy.  Any demand for arbitration made to Arro shall be sent to Arro, Inc.  42-32 21st Street, Long Island City, New York 11101 Attn: Legal Department- Arbitration.  Any demand for arbitration made to you by Arro shall be sent via email to the email address associated with your driver account or via SMS messaging to your mobile device.

8. Claims in a Pending Settlement.

If you are a member of a putative class in a lawsuit against Arro for Claims and a Motion for Preliminary Approval of a Settlement has been filed with the court in that lawsuit prior to this Arbitration  Agreement’s effective date (a “Pending Settlement Action”), then this Arbitration Agreement shall not apply to your Claims in that particular class action. Instead, your Claims in that Pending Settlement Action shall continue to be governed by the arbitration provisions contained in the applicable Agreement that you accepted prior to this Arbitration Agreement’s effective date.

9. Opting Out of Arbitration for Driver Claims That Are Not In a Pending Settlement Action.

You are not required to agree to this Arbitration Agreement as a mandatory condition of these Terms.  Unless you have a claim Pending Settlement Action, you may opt out of the requirement to arbitrate Claims set forth in this Arbitration Agreement if you have not previously agreed to an arbitration provision in Arro’s Terms where you had the opportunity to opt-out of the requirement to arbitrate.  If you have previously agreed to such an arbitration provision, you may opt out of any revision to your prior arbitration agreement made by this provision in the manner specified below but opting out of this arbitration provision has no effect on any previous, other, or future arbitration agreements that you may have with Arro.

If you are eligible to opt-out of this Arbitration Agreement and you wish to opt out, you must  either (a) send an electronic email from the email address associated with your driver account to optout@ridearro.com, or (b) send a certified letter, return receipt to Arro, Inc., 42-32 21st Street Long Island City, NY 11101, Attention: Legal Department-Arbitration.  This notice shall state your intent to opt out of this Arbitration Agreement as well as your name, the city in which you reside and your professional driver’s license number within thirty (30) days of the date these Terms are accepted by you. Should you not opt out within the thirty (30) day period, you and Arro shall be bound by the terms of this Arbitration Agreement in full.

If you do agree to arbitration of Claims under this Arbitration Agreement, you are agreeing in advance that you will bring all such claims, and seek all monetary and other relief, against Arro in an individual arbitration, except any claims that are part of a Pending Settlement Action. You are also agreeing in advance that you will not participate in, or seek to recover monetary or other relief, for such claims in any court action or class, collective, and/or representative action. You have the right to consult with counsel of your choice concerning this Arbitration Agreement and you will not be subject to retaliation if you exercise your right to assert claims or opt-out of arbitration under this Arbitration Agreement.

28. Technology Beneficiaries

See Driver Addendum: Technology Beneficiaries for additional information. 

29. MISCELLANEOUS
    1. Complete Agreement. The Terms, as amended or supplemented at any time and from time to time in accordance with the Terms, comprise the entire agreement between you and Arro and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and Arro regarding the subject matter of the Agreement.
    2. Waivers and Enforceability. All waivers must be in writing. The failure of you or Arro to insist upon strict performance of any provision of the Terms, or to exercise any right provided for herein, shall not be deemed to be a waiver for the future of such provision or right, and no waiver of any provision or right shall affect the right of the waiving party to enforce any other provision or right of the Terms. If any provision of the Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.
    3. Cumulative Rights. All rights and remedies available to either you or Arro under the Agreement shall be cumulative, may be exercised singularly or concurrently, and shall not be deemed exclusive. If any legal action is brought to enforce any obligations hereunder, the prevailing party shall be entitled to receive its attorneys’ fees, court costs and other collection expenses, in addition to any other relief it may receive.
    4. Assignment, Transfer and Delegation. The Agreement may not be assigned by you without the prior written approval of Arro but may be assigned by Arro without your consent and without notice being delivered to you. Arro may assign or otherwise transfer any of its rights and/or obligations, or otherwise transfer or delegate the performance of any one or more obligations (including any Arro Payment Services or any Merchant of Record duties and obligations within the meaning of the Driver Payment Card Services Terms) under the Agreement, at any time and from time to time, in its sole discretion and without prior written consent of or notice to Driver or User being required.
    5. Third Party Beneficiaries. Subject to Section 28, the Agreement is not intended to give rights to anyone except you and Arro and the Arro Indemnitees. 
    6. Information Retention. Information is retained in accordance with Arro’s Privacy Policy, which can be accessed at: https://www.ridearro.com/privacy/. 
    7. Promotions. Arro, in its sole discretion, may make available promotions with different features to any Drivers or prospective Drivers in accordance with Applicable Laws and its Privacy Policy. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Arro.
    8. Headings The headings in these Terms are for reference only and do not affect the interpretation of these Terms.