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Driver Services Agreement
 

Driver Services Agreement


 

THIS FOLLOWING DRIVER AGREEMENT DESCRIBES THE TERMS AND CONDITIONS ON WHICH OLUARI OFFERS YOU ACCESS TO OUR SERVICES.


 

This is an electronic agreement (the "Agreement" or "User Agreement" or "Terms of Service") for OLUARI, a website owned and operated by OLUARI, whose principal office is located at Av. Zarco #532 ote. Gómez Palacio, Centro,Durango (RFC). This Driver Service Agreement is a legally binding agreement made between you ("You," "Your" or "Yourself") and Startup Networks Sapi S,A, DE C.V. ("OLUARI," "OLUARI.com," "We," "Us" or "Our").


 

1. About This Agreement


 

Please read this Agreement carefully before utilizing the Services. By registering on Our website, You must be willing to accept all of the terms and conditions contained in this Driver Service Agreement. The terms and conditions set forth are provisioned in order to provide means of careful arbitration between OLUARI and You. By using any of the Services, You are legally bound by these terms throughout the entire duration of Your use of the Driver Application.


 

IF YOU DO NOT AGREE TO BE BOUND BY ANY AND ALL TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE OR ACCESS OUR SERVICES OR REGISTER FOR THE SERVICES PROVIDED ON THE SITE. We reserve the right to amend this Agreement at any time and post said amended terms on the Site. Unless as expressed below, all amended terms shall automatically be effective immediately upon publication to the Site. It is strongly encouraged that You read and acclimate this Driver Service Agreement along with all other pertinent information provided on this Site. that may apply to You.


 

2. About OLUARI


 

OLUARI is an online technology services company that provides a digital platform to connect individuals that are willing and able to provide driving services to Users seeking transportation services. OLUARI is not an entity who provides transportation services nor do We provide any courier or delivery services. We are strictly providing a venue for Users to connect with an independently contracted, third-party driver or vehicle operator. We Do Not intend on providing any type of transportation services. By agreeing to said terms of this agreement for the purpose of accessing and using the Site. Furthermore, You agree that you are acting as a third party contractor and Not an employee of OLUARI. OLUARI will not be liable for any transportation services provided by the third party.


 

This Agreement describes the terms and conditions which will govern Your use and participation of the Services. The Services include (but are not limited to) (1) the services available under the domain and subdomains of www.oluari.com (the "Site") and (2) any OLUARI "widget" or service embedded on a third-party website.


 

3. Definitions and Interpretations


 

3.1 In this Agreement, the following terms have the following meanings:


 

Account refers to the account that is required in order for You to register on this Site in order to obtain and provide services.


 

Affiliate “For purposes of the Driver Services Agreement, “affiliate refers to any third party under the power or direct management of OLUARI and policies of such person or firm, directly or indirectly, whether or not through the possession of voting securities, by contract or otherwise.”


 

Agreement refers to the Driver Services Agreement set forth by OLUARI and all applicable Local Terms and all applicable Specific Terms;


 

“Applicable Law means all National and Local enforceable applicable laws, by-laws, enactments, regulations, regulatory policies, ordinances, protocols, industry codes, road traffic codes, regulatory permits, regulatory licences or requirements of any court, tribunal or governmental, statutory, regulatory, judicial, administrative or supervisory authority or body, which are in force from time to time during the term of this Agreement;”


 

Driver Application refers to the electronic application provided by OLUARI for drivers and vehicle operators to connect with Users for the purpose of seeking, receiving and fulfilling on-demand requests for transportation services by Users, as may be updated or modified from time to time


 

Driver Wallet refers to the digital wallet feature within the Driver Application.


 

OLUARI Credits means the credits that You may be entitled to use via the Driver Services Application;


 

Group Companies means person(s) and its Affiliates (and/or Group Companies may be construed accordingly);


 

Local Terms refers to the locale for which You choose to provide Transportation Services, as made available and as updated by OLUARI from time to time and as set out on this Site;


 

Mobile Device is defined as the smartphone, tablet or other mobile device owned or controlled by You which You use to connect to the Driver Application;


 

Policies mean “the Community Regulations, the Privacy Policy, and any other policies, guidelines or directions made available by OLUARI from time to time, in each case as updated from time to time, including as located on this Site”;


 

Services refer to the services provided by OLUARI to connect individual drivers or vehicle operators with Users, including the Driver Application, the User Application and related software, websites, platforms, payment services, and support systems. For the avoidance of doubt, the Services provided by OLUARI do not include the Transportation Services themselves, as these are provided by You directly to Users;


 

Service Fees refers to any fees that are applicable and collected by OLUARI from the User or Affiliate for the use of the services provided.


 

Specific Terms refers to additional and/or supplemental terms that OLUARI may put in place that could apply to exact parts of said Transportation Services that apply to You. OLUARI may notify You of specific terms or changes thereof;


 

Territory refers to the specific locality in which You are registered to use the Services, as specified in Your Account;


 

Transportation Services refers to the motor vehicle that You provide for transporting Users and/or goods and services.


 

User refers to the End User of services provided by You;


 

User Application means the electronic application for Users wanting to secure services provided by OLUARI;


 

User Fees refers to applicable cancellation fees accrued from the End User;


 

User Information means information about a User made available to You by or on behalf of OLUARI, which may include the User’s name, pick-up and drop-off location, contact information, and photo;


 

Vehicle means the vehicle You utilize for providing Transportation Services.


 

3.2 “In this Agreement (unless noted otherwise): (a) the term “writing” doesn’t “include email” unless otherwise specified; and (b) any phrase introduced by actual terms like, “inclusive of”, “incorporate”, “for instance”, or any other descriptive phrase used to express shall be defined as representative and shall not be restrictive of the value of the words preceding those terms.


 

This Agreement has been created and is to be understood within the realms of native English. If this Agreement is translated into a non-English language, the proposed text set forth shall in any event prevail. Any inconsistencies found the Local Terms shall prevail over the terms set out in this document.”


 

4. Your Responsibilities and Obligations to OLUARI


 

4.1 As an independent contractor, You represent, pledge and comply during the entire term of this agreement:


 

4.1.1 You have full control and full authority to enter into this Agreement and perform Your obligations under this Agreement;


 

4.1.2 You own hold and possess legal privileges to operate a motor vehicle and carry a valid driver’s license and all the other required licenses, approvals, authorities, and consents to provide the Transportation Services in the Locale of your choosing as required by Applicable Law;


 

4.1.3 You own, or have the legal right and authority to control, the Vehicle, and that the Vehicle meets the mandated industry safety and maintenance standards for a vehicle of its kind, is in above average operating condition, and is in a clean and comfortable condition suitable for the provision of the applicable Transportation Services;


 

4.1.4 You are at least 18 years of age (or, of the legally required age in Your Locality) You are required to provide the Transportation Services under Applicable Law in the Territory is higher than 18, You are of at least that age);


 

4.1.5 You have and will maintain a valid policy of comprehensive and/or liability insurance for the operation of the Vehicle and/or business insurance to cover any anticipated losses related to the provisions of the Transportation Services, in each case covering damage to You, Your passengers, any goods or other items, Your Vehicle, and any third parties, at a level of coverage that satisfies the minimum requirements under Applicable Law and the Policies. OLUARI does not control, or advise You on, Your insurance arrangements, nor is it obliged to arrange the insurance on Your behalf;


 

4.1.6 You will comply at all times with all Applicable Laws and Policies, and will notify OLUARI if You are in breach of any Applicable Laws or the Policies;


 

4.1.7 You will only use the Services for lawful purposes and only for the purposes for which they are intended to be used;


 

4.1.8 You must provide sufficient evidence that you have a clean criminal record in the Locality or any other jurisdiction;


 

4.1.9 You will promptly provide OLUARI with any additional documents or information requested by OLUARI, including proof of identity, proof of ownership or right to use the Vehicle(s). You acknowledge that You may be subject to background, criminal record and driving record checks from time to time and You will cooperate with these as required by OLUARI;


 

4.1.10 You shall ensure that any documents and information provided by You (or on Your behalf) to OLUARI are at all times accurate, current, complete and not misleading;


 

4.1.11 You shall only use an internet access point and data account which You are authorized to use;


 

4.1.12 You shall not engage in any fraudulent, misleading or deceptive conduct;


 

4.1.13 You shall not impair or circumvent the proper operation of the network which the Services operate on.


 

4.2 You are the provider of the Transportation Services and shall, therefore, be solely responsible for the safe, efficient and proper performance of Transportation Services using all reasonable care and skill. You shall be solely responsible for providing all necessary equipment, materials, tools and other items necessary for the safe, efficient and proper performance of the Transportation Services. You are responsible for Your own safety, and that of Users, in the performance of the Transportation Services, and You shall take all necessary precautions.


 

4.3 Your provision of Transportation Services to Users creates a direct relationship between You and the User, to which OLUARI is not a party. OLUARIis not responsible or liable for the acts or omissions of a User in relation to You. To the maximum extent permitted by Applicable Law, You have the sole responsibility for any obligations or liabilities to Users or third parties that arise from Your provision of the Transportation Services.


 

4.4 Although You are solely responsible for the Transportation Services, OLUARI has the right to deal with any complaints that Users have through OLUARI’s complaints handling process or any complaints that You may have about any User. You agree to cooperate fully with such process, and to submit any complaints and/or feedback You may have via the Driver Application. OLUARI also reserves the right, at its sole discretion, to redirect any such complaints to You directly and may choose to facilitate discussions with the User. You are mandated to comply with Applicable Law, the terms of this Agreement and the Policies in Your response of such User complaints.OLUARI’s complaints handling process shall not exclude any rights or remedies that cannot be excluded or limited under Applicable Law.


 

Your interactions with third parties


 

4.5 You may have an opportunity to enter into arrangements with a third party via the Services. Any such arrangements will be solely at-will between You and the applicable third party, and OLUARI has no responsibility or liability in relation to such arrangements. OLUARI does not endorse any third party providers, applications or websites that are available through the Services, and in no event shall OLUARI, its licensors or any of its Affiliates be responsible for any content, products, services or other materials on or available from such third party providers, applications or websites.


 

5. Your Account


 

5.1 In order to access the Services as an individual driver or vehicle operator, You must register and maintain an Account as a user of the Driver Application on the OLUARI website.


 

5.2 You are responsible for all activities conducted on Your Account.


 

5.2.1 You must adhere to OLUARI’s Driver Application policies of holding and maintaining only one account.


 

5.2.2 You are solely responsible for keeping Your Account information (including Your login details) confidential and secure;


 

5.2.3 You must not provide any other person with access to Your Account, including to transfer the Account or information from Your Account to any other person; and


 

5.2.4 You must promptly notify OLUARI if You suspect any unauthorized access or use of Your Account.


 

5.3 OLUARI reserves the right to block or deny access to Your Account, and/or block features available in the Driver Application, without prejudice to its other rights and remedies:


 

5.3.1 If OLUARI in its sole discretion, receives evidence that You have violated any term of this Agreement or the Policies; during an investigation


 

5.3.2 If You owe any money to OLUARIor its Group Companies;


 

5.3.3 If the balance of Your Driver Wallet falls below the minimum threshold specified by OLUARI from time to time;


 

5.3.5 if this Agreement is terminated for any reason; and/or


 

5.3.6 at any other time in OLUARI’s reasonable discretion.


 

6. Your use of the Services


 

6.1 OLUARI and its licensors may grant You a revocable, limited, non-exclusive, non-transferable, royalty-free licence during the term of this Agreement and in the Locale, to access and use the Services, including the Driver Application and any data and materials represented within the Driver Application, solely for Your personal use for the purpose of connecting You with Users in respect of Transportation Services.This license is granted with Your understanding that compliance to all of OLUARI terms in said agreement.


 

6.2 All rights not expressly granted to You under this Agreement are reserved by OLUARI and its licensors. Nothing in this Agreement transfers any ownership in or to the Services (in whole or in part) to You.


 

6.3 While accessing these Services, You shall not:


 

6.3.1 permits, in part or whole, sale, exchange, transfer, assign, distribute or otherwise commercially exploit or create offers to any third party the Services in any way;


 

6.3.2 modify or make derivative works based on the Services, or reverse engineer or access the underlying software for any reason;


 

6.3.3 use the Services to build a competitive product or service, build a product using similar ideas, features, functions or graphics as the Services, copy any ideas, features, functions or graphics of the Services, or launch an automated program or script which may make multiple server requests per second, or which unduly burdens or hinders the operation and/or performance of the Services, or attempt to gain unauthorised access to the Services or related systems or networks;


 

6.3.4 use any application or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure, presentation or content of the Services;


 

6.3.5 post, turn over or duplicate in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such legal properties, or remove any part or in whole the patents, logotype or other proprietary rights notices contained in the Services;


 

6.3.6 send or store any material for illegal or counterfeit purposes;


 

6.3.7 send spam or other unsolicited messages, or otherwise cause nuisance, annoyance, inconvenience or make fake bookings;


 

6.3.8 send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material;


 

6.3.9 send material containing software viruses, worms, trojan horses or other harmful computer code, files, scripts, agents or programs;


 

6.3.10 interfere with or disrupt the integrity or performance of the Services or the data contained therein;


 

6.3.11 impersonate any person or entity or otherwise misrepresent Your affiliation with a person or entity;


 

6.3.12 deliberately misrepresent Your location; or


 

6.3.13 images OLUARI’s or any of its Group Companies’ reputation in any way.


 

7. Your Mobile Device


 

7.1 Your access to the Driver Application will be completed with the use of a Mobile Device. It is Your responsibility to confirm that You download the most updated software (including the latest version of the Driver Application) for Your Mobile Device. OLUARI is not liable if You do not have a compatible device or if You do not have the latest version of the software (including the latest version of the Driver Application) for Your Mobile Device.


 

7.2 You are exclusively responsible for acquiring and for the use of the Mobile Device including but not limited to the purchase of the Mobile Device itself.


 

7.3 You are solely responsible for having in place a required internet and mobile plan and for any fees charged by Your telecommunications service provider, such as telephone, SMS and internet data fees. You confirm that Your use of the Services may consume large amounts of data and that You will be solely responsible for such usage and the associated fees.


 

7.4 If a Mobile Device is lost, stolen, broken and/or no longer in Your possession, and this exposes Your Account information to someone else or otherwise affects OLUARI’s legal rights and/or remedies, You must immediately notify OLUARI and follow the procedures notified by OLUARI.


 

7.5 You may only access Your Account through the Mobile Device which uses the telephone number provided to OLUARIduring the Account registration. You must not lend, lease or transfer the Mobile Device to any other person for the purpose of accessing Your Account without OLUARI’s prior written consent.


 

Your relationship with OLUARI


 

8.1 Your relationship with OLUARI is that of an independent contractor. You expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship (including from a labor law, tax law or social security law perspective), between OLUARI and You, nor result in You being engaged by OLUARIas a worker or a deemed worker; and (b) no joint venture, partnership, or agency relationship exists between OLUARI and You. You have no authority to bind OLUARI and You undertake not to hold yourself out as an employee, agent, employee or representative of OLUARI.


 

8.2 You acknowledge that OLUARI does not, and does not seek to, exercise any general rights of control over You and Your activities. You retain the absolute discretion to accept or decline any request for Transportation Services via the Driver Application and to determine how long You wish to use the Services for. If You no longer wish to use the Services, You can choose to cease doing so at any time. You have complete discretion as to whether to use the Services. You are also free in Your absolute discretion to engage in any occupation or business of Your choosing.


 

8.3 If, notwithstanding clauses 8.1 and 8.2, You are found to be an employee, agent, employee or representative of OLUARI or any OLUARI Group Company by mandatory provision of Applicable Law, You agree that any payments made to You will be taken to be inclusive of: (a) superannuation contributions; (b) social security and insurance contributions and premiums, employee insurance contributions and premiums, compulsory government saving fund contributions and equivalent contributions; and (c) amounts equivalent to all taxes (including but not limited to income taxes) payable by You in respect of those payments; and (d) equivalent or analogous payments or liabilities in any jurisdiction, in each case that OLUARI may be required to pay by such mandatory provision of Applicable Law.


 

Financial Terms


 

Bank account


 

9.1 You agree that You have and will maintain a local currency account with a bank in the Territory.


 

Driver Application


 

9.2 Payment for Your use of the Services shall be made in accordance with User Fees that are explained below. The download and/or use of the Driver Application is provided for You to receive the Services and is provided on a royalty-free basis.


 

User Fees


 

9.3 You are entitled to charge Users a fee for Transportation Services, which may include:


 

9.3.1 a fee for each instance of Transportation Services;


 

9.3.2 any tolls, road-usage charges, parking charges, and building or area entrance charges necessarily incurred by You when the User or goods are on-board the Vehicle during (but not before or after) such provision of Transportation Services (without mark-up);


 

9.3.3 any applicable cancellation charges;


 

9.3.4 any appropriate and/or required taxes calculated in accordance with Applicable Law; and


 

9.3.5 any other amounts payable by the User to You in accordance with the User Terms of Use. As part of the Services, OLUARI facilitates the User’s payment of the User Fee by recommending the fee for each situation involving Transportation Services, any cancellation charges and/or taxes (as applicable), which are accumulated through the Driver Application. You are responsible for manually entering said changes into the Driver Application (without remarkable changes). If You fail to enter such amounts, You may not be able to recover them. You have the right to negotiate fees with the User on for the provision of the Transportation Services, such agreed fee to be applied only after notification to OLUARI and reflected as the fee for any said Services in the Driver Application.


 

9.4 OLUARI may update the basis on which any component of User Fees is calculated via the Driver Application, at any time in its absolute discretion. Any such update will be notified to You. Any User Fees on or after the date on which the update will be reflected within the updated calculation.


 

9.5 You acknowledge and agree that OLUARI may, to the extent permitted by Applicable Law, adjust or cancel the User Fees payable in connection with a particular instance of Transportation Services, acting reasonably (for example, where OLUARI determines that there is an error in the original calculation, that You have not complied with this Agreement or the Policies, that a fee was charged when it should not have been (or vice versa), or in the case of a complaint from a User).


 

9.6 Users may choose to pay the User Fees by the payment methods offered via the User Application from time to time, including (where applicable) cash, credit or debit card or by using OLUARI Credits, as follows:


 

9.6.1 for cash payments, Users will pay the User Fees directly to You; and


 

9.6.2 for any non-cash payments, the amount of the User Fees will be credited into Your Driver Wallet via the Driver Application.


 

Incentive Payments


 

9.7 OLUARI may from time to time, in its sole discretion, offer incentive payments based on You meeting specified criteria and complying with specified conditions. You have absolute discretion as to whether or not to participate in the offer. If You do decide to participate, any incentive payments are conditional on You meeting all of the specified criteria and complying with all of the specified conditions, to OLUARI’s reasonable satisfaction. If You do not do so, You may not receive the relevant incentive payments. If You receive an incentive payment, the amount of the payment will be credited into Your Driver Wallet.


 

Service Fees


 

9.8 OLUARI will receive a service fee equal to a certain percentage of the fee component of the User Fees (which for clarity does not include any tolls, road-usage charges, parking charges, or building or area entrance charges), and any cancellation charges received or receivable by You, on a per-transaction basis, as payment for Your use of the Services (Service Fees). Service Fees shall be inclusive of VAT/GST. Service Fees are non-refundable. The relevant percentage will be calculated via the Services from time to time and may be applied at any time by OLUARI. OLUARI may update the basis on which the Service Fees are calculated via the Services, at any time in its absolute discretion. Any such update will be notified to You. Any Service Fees are payable to OLUARIon or after the date on which the update takes effect will be subject to the updated calculation. As part of the Services, the System will generate a receipt for each instance of Transportation Services on Your behalf, documenting the User Fees payable by the User in each instance.


 

9.9 OLUARI will deduct the Service Fees, as well as any amount You owe to OLUARI or its Group Companies and any other amounts OLUARI is required to withhold or deduct by Applicable Law, from Your Driver Wallet, at a frequency determined by OLUARIin its discretion from time to time.


 

9.10 You acknowledge and agree that OKUARI may:


 

9.10.1 require You to maintain an amount of money above a certain threshold in Your Driver Wallet, as determined and specified by OLUARI at its sole discretion from time to time;


 

9.10.2 deduct or set-off from amounts owed to You (including the User Fees) any amounts that You owe to OLUARI(including the Service Fees); and


 

9.10.3 without prejudice to OLUARI’s other rights and remedies, suspend the processing of any transaction where it reasonably believes that the transaction may be fraudulent, illegal or may involve any criminal activity or where it reasonably believes You or the User are in breach of this Agreement or the Policies. In such an event, You shall not hold OLUARI liable for any withholding of, delay, suspension, or cancellation of, any payment to You, and for this purpose, OLUARI shall be entitled to deduct any amounts from Your Driver Wallet.


 

Taxes


 

9.11 This Agreement shall be subject to execution of all applicable statutory taxes, duties, fees, charges and/or costs, however, denominated, as may be in force and in connection with any applicable future taxes which will be introduced at any point of time.


 

9.12 You agree that You are solely responsible for taxes on Your own income arising from Your performance of the Transportation Services. You warrant that You will perform the necessary obligations imposed by the relevant tax or revenue authority in relation to the reporting of Your income and payment of taxes on the same.


 

9.13 You agree that OLUARI may in its sole discretion (but subject always to clause 8) declare, collect and/or pay any necessary taxes on Your behalf, and disclose all necessary or relevant information to the relevant tax or revenue authority for such reasons. To the extent authorized or permitted under Applicable Law, OLUARI shall be entitled to withhold or deduct any amounts from Your Driver Wallet for the purpose of declaring, collecting, and/or paying any relevant taxes on Your behalf.


 

9.14 You agree to do everything necessary and required by Applicable Law to enable, assist and/or defend OLUARI to claim or verify any applicable input tax credit, set off, rebate or refund in respect of any taxes paid or owed in reference to said Services.


 

10. Warranties, Indemnities, and Liability


 

Indemnities


 

10.1 You shall defend, indemnify and hold harmless OLUARI, its licensors and each such party’s Affiliates and their respective officers, directors, members, employees and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in association with:


 

10.1.1 Your breach of any term of this Agreement or any Applicable Law;


 

10.1.2 Your provision of the Transportation Services;


 

10.1.3 Your use of the Services;


 

10.1.4 taxes and tax liabilities, duties, levies, claims, and penalties that are imposed on You and/or on any OLUARI Group Company in connection with Your own income arising from Your performance of the Transportation Services or otherwise arising from Your failure to comply with Your tax obligations; and


 

10.1.5 any claim asserting that You are an employee, worker, agent or representative ofOLUARI or any OLUARI Group Company, or if You may be deemed to be an employee, worker, agent or representative of OLUARI or any OLUARI Group Company, any claim by any other person, entity, regulator or government authority based on such implied employment, worker, agency or representative relationship, including in respect of superannuation contributions, wages, duties, withholdings, social security and insurance contributions and premiums, employee insurance contributions and premiums, compulsory government saving fund contributions and equivalent or analogous payments or liabilities in any jurisdiction, and, for this purpose, OLUARIshall be entitled to deduct any amounts from Your Driver Wallet. The basis on which the Services are provided


 

10.2 The Services are provided “as is” and “as available”. To the maximum extent permitted by Applicable Law, OLUARI disclaims all representations and warranties, express, implied or statutory, save as expressly set out in this Agreement, including any warranty of merchantability, fitness for a specific purpose, applicable care and experience and non-infringement.


 

10.3 Without limitation to clause 10.2, OLUARI makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability or availability of the Services, or that the Services will be uninterrupted or error-free, or will operate in combination with any other hardware, software, system or data, or that any data will be accurate or reliable. OLUARI does not guarantee the quality, suitability, safety or ability of third-party providers.OLUARI does not guarantee that Your use of the Services will generate any minimum number of requests for Transportation Services or any minimum User Fees for You. The Services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications including the device used by You or the User being faulty, not connected, out of range, switched off or not functioning. OLUARI is not responsible for any delays, delivery failures, damages or losses resulting from such problems.


 

Exclusions and limitations of liability


 

10.4 Nothing in this Agreement limits or excludes a party’s liability for death or personal injury caused by negligence, for fraud, or for any other liability to the extent it cannot be limited or excluded under Applicable Law.


 

10.5 To the maximum extent permitted by Applicable Law, OLUARI shall not be liable for:


 

10.5.1 indirect, incidental, special, exemplary, punitive or consequential damages;


 

10.5.2 loss of use, lost profits, lost data, lost business, lost goodwill, lost contracts or lost opportunity; and


 

10.5.3 personal injury or property damage, arising from, related to or otherwise in connection with the Services or this Agreement, whether in contract, tort, breach of statutory duty or otherwise.


 

10.6 To the maximum extent permitted by Applicable Law, in no event shall OLUARI’s maximum aggregate liability arising under and in connection with the Services and/or this Agreement, whether in contract, tort, breach of statutory duty or otherwise, exceed the Service Fees paid to OLUARI in connection with Your Account in the six (6) month period immediately preceding the event giving rise to the claim.


 

10.7 Any claims You have against OLUARI under or in connection with the Services or this Agreement must be notified to OLUARI within one year after the events giving rise to such claim, failing which (to the maximum extent permitted by Applicable Law) You will forfeit any rights and remedies You have in respect of such claim.


 

11. Term and Termination


 

11.1 This Agreement shall continue until terminated in accordance with its terms.


 

11.2 OLUARI may terminate this Agreement:


 

11.2.1 at any time for any reason by giving notice to You;


 

11.2.2 immediately, with or without notice, if You are in breach of any term of this Agreement, without prejudice to OLUARI’s other rights and remedies; and


 

11.2.3 immediately, with or without notice, if You are in breach of any other agreement with OLUARI.


 

11.3 You are not obliged to use these Services and may stop the use of them at any time in Your own discretion by permanently deleting the Driver Application from Your Mobile Device, which in return will disable Your use of the Driver Application. This Agreement is then immediately terminated upon deletion of the Driver Application from Your Mobile Device.


 

11.4 On termination or expiration of this Agreement for any reason, You shall:


 

11.4.1 immediately erase and fully remove the Driver Application data from Your Mobile Device;


 

11.4.2 immediately cease using the Services (save to the extent that You are permitted to use the User Application as a User pursuant to the User Agreement); and


 

11.4.3 promptly (and in any event within three days), pay any money owed to OLUARI(which shall become immediately due and payable on termination or expiry) (and, for this purpose, OLUARI shall be entitled to deduct the relevant amount from Your Driver Wallet).


 

11.5 The parties shall have no further obligations or rights under this Agreement after termination or expiry of the Agreement, without prejudice to any obligations or rights which have accrued to either party at the time it is terminated, save that the provisions of clauses 2, 3, 4.1.5, 8, 9.11 to 9.14, 10, 11, 12, 13 and 14 of this Agreement and any other clause which expressly or by its nature is intended to survive, shall continue to have effect after the end of this Agreement.


 

12. Privacy


 

12.1 You agree and consent to OLUARI using and processing Your personal information as set out in the Privacy Policy, as amended from time to time.


 

12. 2 To the extent that You have access to any personal information in connection with the Services, You agree to process it in accordance with Applicable Law, the Policies (including the Privacy Policy) and OLUARI’s instructions. With no limits, in using the Services, You may have access to certain User Information. You agree that Your Use of such User Information shall be strictly limited to usage as is necessary in order to perform the Transportation Services in accordance with this Agreement. Without limitation, You shall keep the User Information secure and shall not share the User Information with anyone else, or retain a copy of the User Information, or use it for any other purpose.


 

13.Disputes


 

13.1 This Agreement (and any and all disputes arising out of or in connection with this Agreement (including any alleged breach, or challenge to the validity or enforceability,of this Agreement or any provision hereof)) will be subject to the laws unless the law in Your Locale requires otherwise, in which case the governing law of this Agreement shall be that of Your Locale.


 

13.2 Any and all disputes arising out of or in connection with this Agreement will be finally settled by binding arbitration under the Arbitration Rules of the ruling Arbitration Center (“Rules”) (which Rules are deemed to be incorporated by reference into this Agreement) by one arbitrator, appointed in accordance with the Rules. The arbitration will take place in Durango State and the language of the arbitration will be Spanish.


 

14. General


 

14.1 OLUARI shall not be liable for delay or failure in performance resulting from causes beyond OLUARI’s reasonable control.


 

14.2 You shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of OLUARI or any of its affiliated companies.


 

14.3 OLUARI may amend this Agreement at its sole discretion from time to time. OLUARI will use its reasonable endeavors to notify You of any material changes to the Agreement; however, You agree that it is Your responsibility to review the Agreement regularly and Your continued use of the Services will constitute Your acceptance to the amendments. Otherwise, no addition to or modification of this Agreement will be binding on the parties unless made in writing by the parties.


 

14.4 The rights of each party under this Agreement may be executed as often as deemed required, are aggregate and not exclusive of rights or remedies provided by law and may be waived only in writing and specifically. Delay in the execution or non-execution of any right is not a remission of that right.


 

14.5 This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter of this Agreement and supersedes any previous agreement or understanding between the parties in relation to such subject matter. The parties also herewith also exclude all implied terms in fact. In entering into this Agreement, the parties have not relied on any statement, representation, warranty, understanding, undertaking, promise or assurance of any person other than as expressly set out in this Agreement. Each party certainly and unconditionally waives all claims, rights, and resolutions which but for this clause it might otherwise have had in relation to any of the foregoing. Nothing in this Agreement excludes liability for fraud or any other liability that cannot be limited or excluded under Applicable Law.


 

14.6 You may not appoint, re-assign license, transfer, subcontract, or otherwise remove any of Your rights or obligations, under this Agreement without OLUARI’s prior written consent. OLUARI may at any time assign, sub-license, transfer, sub-contract or otherwise dispose of its rights or obligations under this Agreement without notice or consent (save to the extent required by Applicable Law).


 

14.7 If any Court or relevant authority determines that any part of this Agreement is illegal, invalid or unenforceable under Applicable Law, the remaining parts of this Agreement will remain in full force and effect and the relevant part will be replaced with a provision that is legal, valid and enforceable and that has, to the maximum extent possible, an equivalent effect to the substituted part of this Agreement.


 

14.8 A person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement.


 

14.9 OLUARI may give notice to You by means of a general notice published on the Driver Application or otherwise via the Services or to Your email address set out in Your Account. You must give notice to OLUARI by email to drivercare@Oluari.com.