Terms of Service

1. THE VLEYR PLATFORM

Vleyr operates a technology and marketplace coordination platform through which Customers may submit requests for services and independent Providers may voluntarily accept and perform available requests.

Vleyr may provide technology, communications, scheduling, payment processing, documentation, location functionality, service coordination, verification, customer support, safety-related functionality, and related administrative or marketplace functions.

Except where expressly stated otherwise in an applicable agreement or service term, Vleyr facilitates the connection and coordination between Customers and independent Providers and does not itself perform the underlying services accepted and performed by Providers.

The Platform may support different categories of services as Vleyr develops and activates them. Depending on the applicable market and service offering, these may include vehicle-related services, vehicle monitoring or car-sitting, delivery, pickup, item or asset assistance, errands, transportation-related coordination, grocery or retail assistance, pet-related services, and other lawful logistical or support services.

Services and Platform functionality may change as Vleyr develops, tests, modifies, and expands its technology and operations.

Only services actually activated and made available through the Platform are authorized for use. A reference in these Terms, another Vleyr document, the Platform, or other materials to a potential, future, contemplated, or unavailable service does not, by itself, authorize a Customer to request or a Provider to perform that service.

Access to the Platform, a particular feature, or information concerning a service does not provide authority beyond the specific activity or service for which that access is provided.

2. PILOT PROGRAM

The Platform and certain services are currently being developed, tested, and evaluated through the Vleyr Pilot Program ("Pilot").

The Pilot is a limited testing and development program intended to allow Vleyr to evaluate Platform functionality, marketplace coordination, Customer experience, Provider participation, service demand and utilization, operational procedures, Provider availability, pricing and payment processes, Provider compensation, safety procedures, documentation, communications, incident procedures, verification processes, insurance considerations, and other aspects of the Vleyr Platform and operating model.

Participation in the Pilot does not guarantee that any particular service, feature, Provider, geographic area, price, payment structure, compensation structure, availability, request volume, or Platform functionality will remain available.

Vleyr may test, modify, expand, limit, suspend, replace, or discontinue aspects of the Pilot or a Pilot service when reasonably necessary for operational, technical, legal, regulatory, safety, insurance, financial, marketplace, or business reasons.

Because the Platform and services are being tested and developed, procedures, functionality, service requirements, eligibility requirements, pricing, payments, Provider processes, and other aspects of the Pilot may be adjusted based on actual operating conditions, applicable law, safety considerations, insurance requirements, Platform performance, marketplace activity, Participant feedback, or information learned through operation of the Pilot.

Material changes affecting a User's rights or obligations may be communicated through the Platform or other reasonable means and may require additional acknowledgment or acceptance where appropriate or required by applicable law.

3. SERVICES AVAILABLE THROUGH THE PLATFORM

The services available through the Platform depend on the services Vleyr has activated for the applicable location, account, role, and operating stage.

During the current Pilot, Vleyr may make vehicle-monitoring or car-sitting services available. A vehicle-monitoring service may involve an independent Provider being physically present with or monitoring a Customer's parked vehicle for a defined period in accordance with the applicable request and service requirements.

The current vehicle-monitoring Pilot does not authorize Providers to drive, relocate, reposition, transport, or otherwise move Customer vehicles.

Vleyr may separately develop or activate additional lawful services in the future, including vehicle-related services, logistics, delivery, pickup, transportation-related coordination, item or asset assistance, errands, grocery or retail assistance, pet-related services, or other services expressly made available through the Platform.

Each service may have service-specific eligibility standards, verification requirements, limitations, instructions, pricing, payment terms, Provider compensation, cancellation provisions, safety requirements, insurance requirements, permissions, or other conditions.

Those requirements may be presented through the Platform or applicable agreements, policies, disclosures, acknowledgments, or service-specific terms before or during participation in the applicable service.

If Vleyr subsequently activates a service involving vehicle movement, transportation, delivery, or another activity involving materially different risks or requirements, that service will be subject to the applicable requirements established for that service.

No future, contemplated, described, or technically available service is authorized merely because it is referenced in these Terms or elsewhere. A Customer may request, and a Provider may perform, only services and activities that Vleyr has actually activated and authorized for the applicable service.

4. CUSTOMER REQUESTS

Customers are responsible for providing information that is accurate, current, and reasonably complete when submitting or managing a service request.

Depending on the applicable service, this may include:

1. a.the Customer's identity and contact information;
2. b.the vehicle, item, asset, animal, property, or other subject of the service;
3. c.the applicable location;
4. d.the requested service date and time;
5. e.service instructions;
6. f.access information or credentials;
7. g.relevant condition, safety, or access information;
8. h.information reasonably necessary to establish eligibility or authority;
9. i.other information reasonably necessary to coordinate or perform the applicable service.

Customers must promptly update or communicate material information when circumstances change in a manner that may materially affect an active request or service.

Vleyr may decline, delay, modify, pause, or cancel a request when information is incomplete, inaccurate, inconsistent, unavailable, unsafe, unlawful, unauthorized, or otherwise insufficient to reasonably coordinate or perform the applicable service.

A Customer must have lawful authority to request a service concerning the vehicle, item, asset, animal, property, location, account, or other subject of the request.

A Customer must not request, instruct, pressure, encourage, or knowingly permit a Provider to perform an activity that is unlawful, unsafe, prohibited, unauthorized, or outside the scope of the service made available through the Platform.

Customer permission does not, by itself, authorize a Provider to perform an activity prohibited by applicable Vleyr requirements or outside the scope of the accepted service.

5. PROVIDERS

Providers are independent persons or entities who may voluntarily make themselves available to accept and perform service requests through the Platform.

Vleyr may establish eligibility, identity verification, documentation, safety, insurance, licensing, background screening, motor vehicle record, training, acknowledgment, or other requirements applicable to particular services or Platform access.

Provider requirements may vary depending on the applicable service, location, law, insurance considerations, risk profile, Pilot stage, and circumstances of the activity.

Providers are responsible for maintaining the qualifications, licenses, permits, registrations, insurance, documentation, equipment, and other requirements applicable to the services they independently perform, except to the extent Vleyr expressly assumes responsibility for a particular requirement.

A Provider must not accept or perform a service that the Provider knows or reasonably should know the Provider is legally prohibited from performing or materially unqualified to perform.

Providers voluntarily determine whether to accept an available request. Unless otherwise required by an applicable agreement or law after acceptance, no Provider is required to accept a particular request merely because it is made available through the Platform.

By accepting a request, the Provider agrees to perform the accepted service within its authorized scope and in accordance with applicable service requirements, safety requirements, Platform policies, agreements, and law.

Vleyr does not guarantee that every Provider will have identical qualifications, experience, insurance, equipment, or capabilities unless Vleyr expressly represents otherwise for the applicable service.

6. RELATIONSHIP BETWEEN VLEYR, CUSTOMERS, AND PROVIDERS

Vleyr operates a technology and marketplace coordination platform that facilitates connections and service coordination between Customers and Providers.

Except where expressly stated otherwise in an applicable agreement or service term, Vleyr does not become a party to the underlying service relationship between a Customer and Provider merely by operating the Platform, facilitating a connection, processing a transaction, providing Platform functionality, or supporting service coordination.

Providers participate independently and voluntarily determine whether to make themselves available for or accept service requests through the Platform.

Subject to applicable law, the accepted service scope, and applicable Vleyr requirements, Providers are responsible for performing accepted services and for their own business decisions, expenses, taxes, licenses, permits, equipment, insurance, and other legal obligations applicable to their activities.

Vleyr may establish requirements reasonably necessary to operate the Platform and marketplace, define the scope of services, protect Users and property, promote safety, maintain Platform integrity, satisfy insurance or verification requirements, process transactions, or comply with applicable law.

Customers and Providers are responsible for their own conduct and for complying with laws and requirements applicable to their respective activities.

Nothing in these Terms authorizes a Customer or Provider to represent that the User is an employee, agent, partner, joint venturer, or authorized representative of Vleyr.

The parties intend for Providers to participate through the Platform as independent Providers. However, the legal classification of any relationship will be determined by applicable law and the actual facts and circumstances, and nothing in these Terms is intended to waive or limit any right or classification that cannot lawfully be waived or determined by agreement.

7. SERVICE-SPECIFIC REQUIREMENTS

Each service made available through the Platform may be subject to requirements specific to that service.

Service-specific requirements may address, among other things:

1. a.eligibility and verification;
2. b.timing and service duration;
3. c.geographic limitations;
4. d.access procedures and credentials;
5. e.equipment;
6. f.licensing or authorization;
7. g.insurance;
8. h.safety procedures;
9. i.prohibited conduct;
10. j.permitted and prohibited activities;
11. k.vehicle or property requirements;
12. l.cancellation, interruption, and completion procedures;
13. m.pricing, fees, payments, and Provider compensation;
14. n.documentation;
15. o.incident reporting and escalation;
16. p.service-specific acknowledgments or disclosures;
17. q.other conditions reasonably necessary for the applicable service.

Service-specific requirements may be presented through the Platform, an applicable agreement, policy, rule, acknowledgment, disclosure, request, or other electronic communication.

Users must comply with the requirements applicable to their role and the particular service or request.

Service-specific requirements establish the scope and conditions of the applicable service and do not, by themselves, create an employment, agency, partnership, or joint-venture relationship between Vleyr and a Provider.

If a service-specific requirement conflicts with a general provision of these Terms, the more specific requirement will control with respect to the particular service or request to the extent of the conflict, unless applicable law requires otherwise.

No service-specific instruction, Customer request, Provider agreement, or other communication may be interpreted to authorize conduct expressly prohibited by applicable Vleyr requirements.

8. VEHICLE MONITORING SERVICES

When a vehicle-monitoring or car-sitting service is offered, a Provider may remain with or monitor the Customer's parked vehicle for the period specified in the accepted request and in accordance with applicable service requirements.

Vehicle monitoring does not authorize the Provider to drive, move, relocate, reposition, transport, or otherwise operate the vehicle.

During a vehicle-monitoring service, a Provider must not:

1. a.drive the vehicle;
2. b.place the vehicle in gear for the purpose of movement;
3. c.start or operate the vehicle for the purpose of moving it;
4. d.relocate or reposition the vehicle;
5. e.transport the vehicle;
6. f.move the vehicle for convenience or in response to parking or enforcement conditions;
7. g.permit another unauthorized person to operate or move the vehicle.

A Customer request, instruction, permission, or consent does not authorize vehicle movement during a monitoring service.

A Provider may access or interact with the vehicle only to the extent reasonably necessary and authorized for the accepted monitoring service and in accordance with the Vehicle Monitoring Rules and other applicable service requirements.

Limited vehicle accessory functions, including climate controls or similar functions, may be used when expressly permitted by the applicable service requirements. Permission to use an accessory function does not authorize vehicle operation or movement.

Providers must comply with applicable requirements concerning keys, access credentials, Customer property, vehicle condition, safety, prohibited activities, and incident reporting.

If circumstances arise in which the vehicle appears to need to be moved, the Provider must not move the vehicle as part of the monitoring service. The Provider should follow applicable Vleyr procedures and, when reasonably practicable, notify the Customer and/or Vleyr so that an authorized person or other appropriate solution can address the situation.

Nothing in this Section requires a Provider to remain in a location or situation presenting an immediate threat to personal safety or prevents a person from contacting emergency services or complying with lawful directions from authorized government or emergency personnel.

9. VEHICLE-MOVEMENT AND TRANSPORTATION SERVICES

Vehicle movement, relocation, transportation, delivery, pickup, or other services involving operation or movement of a vehicle are not part of the current vehicle-monitoring service unless and until Vleyr separately activates such a service.

Vleyr may develop or make vehicle-movement, relocation, transportation, or related services available in the future.

If Vleyr activates such a service, the applicable Platform offering, request, agreements, disclosures, and service-specific requirements will identify the activities authorized and the requirements applicable at that time.

Such requirements may include:

1. a.Provider eligibility and verification;
2. b.driver's license and motor vehicle record requirements;
3. c.vehicle eligibility;
4. d.insurance requirements;
5. e.geographic or operating limitations;
6. f.documentation requirements;
7. g.safety requirements;
8. h.additional Customer authorization;
9. i.other legal, operational, or risk-management requirements.

Vleyr may determine that a vehicle-movement or transportation service cannot be offered in a particular location or circumstance.

Nothing in these Terms constitutes a representation or guarantee that Vleyr maintains Hired and Non-Owned Auto ("HNOA"), commercial automobile, general liability, or any other particular insurance coverage applicable to every User, service, request, loss, or event.

If Vleyr maintains insurance that may apply to a particular service or event, the existence, scope, limits, exclusions, conditions, priority, and availability of coverage are governed by the applicable insurance policy and applicable law, not by these Terms.

Customers and Providers remain responsible for maintaining any insurance required of them by applicable law or applicable service requirements.

10. OTHER SERVICES

Vleyr may develop or make additional non-vehicle or other services available through the Platform.

Such services may include delivery, pickup, item or asset assistance, errands, grocery or retail assistance, pet-related services, transportation-related coordination, logistical assistance, or other lawful services expressly activated by Vleyr.

A Provider may perform only the activities authorized by the applicable service offering, accepted request, and service-specific requirements.

A Provider must not take possession of, move, transport, access, enter, purchase, deliver, handle, or otherwise interact with property, persons, animals, locations, accounts, information, or other items beyond what is reasonably necessary and authorized for the accepted service.

Customers are responsible for accurately describing the requested service and providing material information reasonably necessary for lawful and appropriate performance.

Vleyr may establish additional eligibility, verification, safety, insurance, access, payment, documentation, or other requirements before activating or permitting participation in a particular service.

A reference to a potential or future service does not represent that the service is currently available and does not authorize a Customer or Provider to request or perform it.

11. EMERGENCIES AND UNEXPECTED CONDITIONS

Real-world conditions may change after a service request is submitted or accepted.

An emergency, safety concern, severe weather condition, governmental action, access problem, vehicle or property condition, medical situation, threat to a person or property, communication failure, Customer issue, Provider issue, or other unexpected circumstance may require a service to be delayed, paused, modified within its authorized scope, terminated, or canceled.

Safety takes priority over service completion.

A Provider may decline to begin, pause, or discontinue a service when the Provider reasonably believes that continuing would create an immediate or material safety risk, violate applicable law, exceed the Provider's authorization, violate applicable Vleyr requirements, or otherwise create an unreasonable risk to a person or property.

Where reasonably practicable, the Provider should notify the Customer and/or Vleyr before taking non-emergency action to materially modify, pause, or discontinue a service.

A Customer may cancel a request or take lawful and reasonable steps to address an unexpected circumstance, including retrieving or otherwise attending to the Customer's vehicle, property, or other subject of the service.

Vleyr may facilitate communication or other available Platform actions intended to address the situation, including cancellation, reassignment, delay, early completion, or another resolution permitted by the applicable service requirements.

If an immediate emergency exists, Participants should contact 911 or the appropriate emergency authority when necessary. Vleyr's Platform, support, and incident-reporting processes are not substitutes for police, fire, emergency medical services, or other emergency authorities.

An emergency or unexpected condition does not automatically expand the scope of an accepted service or authorize a Provider to perform an activity otherwise prohibited by applicable Vleyr requirements.

Nothing in these Terms requires a Participant to delay lawful action reasonably necessary to protect against an immediate threat to life or serious bodily injury.

12. VEHICLE CONDITION AND CUSTOMER RESPONSIBILITIES

For a service involving a vehicle, the Customer represents and agrees that:

1. a.the Customer owns the vehicle or otherwise has lawful authority to request the applicable service;
2. b.the vehicle is lawfully registered as required by applicable law;
3. c.the vehicle is insured as required by applicable law and applicable Vleyr service requirements;
4. d.information provided concerning the vehicle is materially accurate and current;
5. e.the vehicle is reasonably suitable for the service requested;
6. f.the Customer will disclose known material conditions that could reasonably affect safe or proper performance of the service.

Customers should remove or appropriately secure valuables, sensitive documents, medication, electronics, cash, weapons, and other property that is unnecessary for the applicable service before the service begins.

Customers are responsible for disclosing known material pre-existing vehicle damage or conditions when required by the applicable service process.

Vleyr or a Provider may decline, pause, or discontinue a service when a vehicle appears unsafe, inaccessible, materially different from the information provided, ineligible, or otherwise unsuitable for the requested service.

For any separately activated service involving vehicle movement, the Customer represents that the Customer has lawful authority to authorize the applicable movement and satisfies any additional vehicle, insurance, registration, or authorization requirements applicable to that service.

Nothing in this Section makes a Provider responsible for identifying, inspecting, diagnosing, or documenting every pre-existing defect, condition, or item of damage unless expressly required by the applicable service.

13. PROPERTY, ITEMS, AND ASSETS

Customers are responsible for accurately identifying and describing property, items, assets, animals, or other materials involved in a service and for having lawful authority to request the applicable service concerning them.

Customers must not request or authorize a Provider to possess, access, transport, handle, deliver, purchase, store, conceal, dispose of, or otherwise interact with unlawful, hazardous, prohibited, stolen, unauthorized, or materially misrepresented property.

Providers may decline, pause, or discontinue a service when an item, property, animal, location, access condition, or other circumstance presents a material safety, legal, insurance, authorization, or operational concern.

Unless expressly stated otherwise for a particular service, Vleyr does not take physical possession or custody of Customer property merely because the Platform facilitates or coordinates a service involving that property.

Additional property, access, key, lost-and-found, and prohibited-item requirements may apply under applicable service-specific policies.

14. KEYS AND ACCESS CREDENTIALS

Certain services may require a Customer to provide a physical key, key fob, digital key, access code, building credential, or other authorized method of access.

Customers are responsible for providing only access they are lawfully authorized to provide.

Providers may use keys and access credentials only to the extent reasonably necessary and authorized for the accepted service and must take reasonable precautions against loss, theft, unauthorized use, copying, or disclosure.

Providers must not duplicate, retain, transfer, disclose, or use a Customer's key or access credential for an unrelated purpose.

A lost, stolen, compromised, or improperly retained key or access credential should be reported promptly through the applicable Vleyr process.

Additional requirements may be contained in the Vehicle Monitoring Rules, Lost & Found and Personal Property Procedure, or other applicable service requirements.

15. LOST PROPERTY

Users should promptly report property reasonably believed to have been lost, left behind, misplaced, or found in connection with a Vleyr service.

A Provider who finds Customer property in connection with a service must not retain, use, sell, discard, conceal, or transfer the property except as permitted by applicable Vleyr procedures or law.

Vleyr may facilitate communication or reasonable return arrangements but does not guarantee recovery or return of lost property.

Users should follow the applicable Lost & Found and Personal Property Procedure.

16. SERVICE ACCEPTANCE AND DISCRETION

Providers may voluntarily accept service requests made available through the Platform, subject to applicable eligibility and service requirements.

Making a request available to a Provider does not guarantee that the request will be accepted.

Acceptance of a request creates an obligation to perform only the service actually authorized by the accepted request and applicable service requirements.

Submission or acceptance of a request does not require Vleyr or a Provider to perform, facilitate, or continue an activity that is unsafe, unlawful, unauthorized, materially different from the accepted service, or prohibited by applicable Vleyr requirements.

A Provider may decline, pause, or discontinue a service when permitted by applicable service requirements, these Terms, or law.

Vleyr may cancel, pause, modify within the authorized service scope, or otherwise restrict a request when reasonably necessary because of safety concerns, legal requirements, inaccurate information, eligibility issues, technical limitations, Provider availability, insurance requirements, suspected fraud, operational conditions, or other legitimate reasons.

17. RIGHT TO REFUSE, SUSPEND, OR CANCEL SERVICE

Vleyr may refuse, pause, suspend, cancel, restrict, or terminate a request or service when Vleyr reasonably determines that:

1. a.the request may create a material safety or security risk;
2. b.the requested activity may violate applicable law;
3. c.required information is materially inaccurate, incomplete, inconsistent, or unavailable;
4. d.applicable eligibility or verification requirements have not been satisfied;
5. e.applicable insurance, registration, licensing, authorization, or other service requirements have not been satisfied;
6. f.the service cannot reasonably be coordinated or performed under the circumstances;
7. g.fraud, abuse, unauthorized activity, misuse, or material policy violations are suspected;
8. h.the Platform or service is experiencing a technical or operational problem;
9. i.the request is inconsistent with the service being offered;
10. j.a Participant has materially violated applicable Vleyr requirements;
11. k.action is reasonably necessary to protect Users, third parties, property, Vleyr, or Platform integrity.

Vleyr may take reasonable interim action while reviewing a material concern.

A temporary restriction, suspension, cancellation, or other interim action does not, by itself, establish that a User was at fault or violated these Terms.

Where appropriate and legally permissible, Vleyr may provide information concerning the reason for an action.

18. NO GUARANTEE OF SERVICE OR OUTCOME

Vleyr provides Platform and marketplace coordination functionality and does not guarantee that:

1. a.a Provider will be available;
2. b.a request will be accepted;
3. c.an accepted service will begin or end at a particular time;
4. d.a service will be completed;
5. e.a particular Provider will remain available;
6. f.a particular result will be achieved;
7. g.a particular service, price, feature, or geographic area will remain available;
8. h.circumstances outside Vleyr's reasonable control will not affect a service.

Services may be affected by weather, emergencies, governmental actions, parking or street conditions, access conditions, vehicle conditions, third-party conduct, technology or communications failures, Provider availability, Customer conduct, and other circumstances.

19. USER CONDUCT

Users must:

1. a.provide materially accurate and current information;
2. b.use the Platform only for lawful and intended purposes;
3. c.comply with applicable law and Vleyr requirements;
4. d.respect other Users, Vleyr personnel, third parties, property, privacy, and reasonable personal boundaries;
5. e.protect information obtained concerning other Users;
6. f.avoid knowingly creating unsafe or unauthorized conditions;
7. g.maintain appropriate account security;
8. h.cooperate reasonably and in good faith with legitimate service, safety, security, or incident reviews.

Users must not use the Platform or a Vleyr service to engage in unlawful activity, fraud, impersonation, harassment, threats, unauthorized access, malicious interference, misuse of another person's information, circumvention of Platform safeguards, or other conduct prohibited by applicable Vleyr requirements.

Additional conduct requirements are contained in the Vleyr Community Guidelines, Prohibited Conduct & Activities Policy, applicable service rules, and other Vleyr requirements.

20. ACCOUNT SECURITY

Users are responsible for maintaining the confidentiality and security of their account credentials and for taking reasonable precautions against unauthorized access.

Users must not knowingly permit another person to use their account in a manner prohibited by Vleyr requirements.

Users should promptly notify Vleyr if they know or reasonably suspect that their account, credentials, payment information, vehicle access credentials, or other Platform-related access has been compromised or used without authorization.

Vleyr may require additional identity or account verification when reasonably necessary to protect Users, the Platform, transactions, or services.

Nothing in this Section makes a User responsible for unauthorized activity caused by Vleyr's failure to maintain security required by applicable law.

21. INCIDENTS, DAMAGE, AND DISPUTES

Users should promptly report material incidents arising from or materially connected with a Platform service, including:

1. a.injury or medical emergencies;
2. b.vehicle or property damage;
3. c.loss or theft;
4. d.lost or compromised keys or access credentials;
5. e.unauthorized vehicle movement;
6. f.unauthorized access;
7. g.threats, harassment, or significant safety concerns;
8. h.material technical failures affecting service or safety;
9. i.other material incidents identified by applicable Vleyr requirements.

Users should preserve relevant information when reasonably practicable and safe to do so.

Vleyr may review Platform records, communications, photographs, timestamps, location information, service records, transaction information, and information lawfully provided by Users or relevant third parties in connection with a reported incident.

Vleyr may facilitate communications or review information concerning an incident but does not guarantee a particular investigation result, finding of fault, reimbursement, insurance determination, recovery, or dispute resolution.

Vleyr's incident process is not a substitute for police, fire, emergency medical services, an insurer, legal counsel, or another appropriate authority.

Nothing in these Terms prevents a User from exercising legal rights or reporting a matter to an insurer, government agency, law-enforcement authority, emergency service, court, or other entity when legally permitted.

Additional reporting and escalation requirements are contained in the applicable Incident Reporting & Escalation Procedure.

22. PAYMENTS

When a service requires payment, the applicable price and any charges required to be disclosed will be presented through the Platform or applicable service terms before the Customer authorizes the applicable transaction.

By submitting a paid request or otherwise authorizing payment, the Customer authorizes Vleyr and/or its applicable third-party payment processor to process the amounts presented in connection with the transaction.

Vleyr may use one or more third-party payment processors to facilitate payment authorization, collection, settlement, refunds, credits, Provider payouts, and related transaction functions.

Amounts collected from a Customer may include amounts payable in connection with Provider services and disclosed amounts retained by or payable to Vleyr, including applicable platform, coordination, transaction, cancellation, or other fees.

The specific economic allocation of a transaction will be governed by the applicable service, Provider, and payment terms.

Taxes or government-imposed charges may apply where required by law.

Vleyr may change pricing for future requests and may offer promotions, discounts, credits, or other incentives subject to applicable terms.

Vleyr does not guarantee the continued availability of a particular payment method or payment processor.

23. PROVIDER COMPENSATION

When a Provider is eligible to receive compensation for an accepted service, the amount, calculation, conditions, and timing of compensation will be governed by the applicable Provider agreement, service terms, request terms, or compensation information presented through the Platform.

Providers may be required to establish and maintain an eligible payout method and provide information reasonably necessary for payment processing, identity verification, tax reporting, or legal compliance.

Vleyr may facilitate the collection and transmission of Customer payments and Provider payouts through a third-party payment processor.

Vleyr may retain disclosed platform, coordination, transaction, or other applicable fees from transactions processed through the Platform.

Unless otherwise required by applicable law or expressly agreed in writing, Vleyr does not guarantee any Provider:

1. a.a minimum number of requests;
2. b.minimum hours;
3. c.minimum earnings;
4. d.continued access to requests;
5. e.a particular level of marketplace demand.

Nothing in this Section is intended to waive any payment, wage, freelancer, worker-classification, or other right that cannot lawfully be waived.

24. CANCELLATIONS, REFUNDS, CREDITS, AND ADJUSTMENTS

Cancellation, refund, credit, adjustment, no-show, interruption, and incomplete-service rules may vary by service and will be governed by applicable service terms and law.

A Customer may be charged an applicable disclosed cancellation or other fee when permitted by the applicable terms and law.

A Provider's compensation following cancellation, interruption, early termination, or incomplete service will be determined under applicable Provider and service terms.

Vleyr may issue a full or partial refund, credit, adjustment, Provider payment adjustment, or other resolution when appropriate under applicable terms and law.

Nothing in these Terms waives a refund, cancellation, charge-dispute, or consumer right that cannot lawfully be waived.

25. TAXES

Users are responsible for taxes imposed on them in connection with their use of the Platform, receipt of services, or performance of services, except for taxes that applicable law requires Vleyr or another party to collect, withhold, report, or pay.

Providers are responsible for their own tax obligations arising from compensation received through the Platform, subject to applicable law.

Vleyr or its payment or tax-service providers may collect information and issue tax forms or reports when required by applicable law.

Nothing in these Terms constitutes tax advice.

26. THIRD-PARTY SERVICES

Vleyr may use third-party products, services, and providers in connection with Platform operations, including payment processing, cloud hosting, mapping, communications, identity or eligibility verification, background screening, insurance verification, analytics, security, safety, customer support, and other operational functions.

Use of certain third-party functionality may be subject to applicable third-party terms or privacy notices.

Vleyr does not control and is not responsible for independent third-party services, systems, outages, acts, or omissions outside Vleyr's reasonable control, except to the extent applicable law provides otherwise.

Vleyr's use of third-party providers does not eliminate responsibilities that Vleyr cannot lawfully delegate or disclaim.

27. PLATFORM AVAILABILITY

The Platform may occasionally be unavailable, delayed, degraded, or limited because of maintenance, updates, technical problems, communications failures, third-party interruptions, security events, emergencies, capacity limitations, or other circumstances.

Vleyr does not guarantee uninterrupted, continuous, secure, or error-free Platform availability.

Vleyr may modify, suspend, restrict, or discontinue Platform functionality when reasonably necessary for technical, operational, legal, security, safety, insurance, marketplace, or business reasons.

Users should not rely on the Platform as an emergency communications system.

28. INTELLECTUAL PROPERTY

The Platform and Vleyr materials, including software, interfaces, design elements, graphics, trademarks, service marks, logos, documentation, databases, proprietary processes, workflows, technology, and other content created or owned by Vleyr, are protected by applicable intellectual-property laws.

Subject to these Terms, Vleyr grants Users a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Platform for its intended purposes.

No User acquires ownership of Vleyr intellectual property through access to or use of the Platform.

Except as permitted by applicable law or expressly authorized by Vleyr, Users may not copy, reproduce, modify, distribute, sell, license, publicly display, commercially exploit, reverse engineer, circumvent technological protections relating to, or create unauthorized derivative works from Vleyr intellectual property.

29. USER FEEDBACK

Users may voluntarily provide suggestions, comments, ideas, survey responses, or other feedback concerning the Platform or services.

Unless otherwise agreed in writing, Vleyr may use feedback for lawful purposes including evaluating, developing, improving, testing, operating, and marketing the Platform and services without owing compensation solely because the feedback was provided.

Users should not provide confidential, proprietary, or personal information belonging to another person or entity unless authorized to do so.

Nothing in this Section transfers ownership to Vleyr of intellectual property that a User already owns merely because the User provides feedback incorporating that material.

30. PRIVACY

Vleyr's collection, use, disclosure, retention, and other handling of personal information is described in the Vleyr Privacy Policy.

Use of the Platform may require collection and processing of information reasonably necessary to provide and coordinate services, verify eligibility, process transactions, communicate with Users, maintain security, prevent fraud, investigate incidents, comply with law, operate the Pilot, and improve the Platform.

Vleyr will handle personal information in accordance with its Privacy Policy and applicable law.

Where additional privacy disclosures or consents are required for a particular feature, verification process, or service, those requirements may be presented separately.

31. ELECTRONIC COMMUNICATIONS

Users acknowledge that communications relating to requests, service coordination, account administration, transactions, verification, support, incidents, security, and Platform operations may be delivered through the Platform, email, text message, push notification, telephone, or other contact methods associated with the User's account, subject to applicable law.

Users are responsible for maintaining accurate contact information and reasonable access to communications necessary for their use of the Platform.

Certain communications may be transactional or service-related rather than promotional.

Marketing or promotional communications will be handled in accordance with applicable law and applicable communication preferences.

Users should not rely exclusively on Platform communications during an emergency and should contact appropriate emergency services when necessary.

32. ELECTRONIC AGREEMENTS AND RECORDS

To the extent permitted by applicable law, Users agree that agreements, acknowledgments, disclosures, notices, consents, transaction records, and other records relating to the Platform may be presented, accepted, signed, and maintained electronically.

An electronic action reasonably designed to indicate acceptance—including selecting an acceptance control, submitting a request, accepting a request, or otherwise completing an electronic acknowledgment—may constitute acceptance where the applicable Platform process clearly identifies the terms being accepted.

Vleyr may maintain electronic records of acceptance, including applicable versions, timestamps, account information, and related Platform records.

Nothing in this Section limits any right to paper records, withdrawal of electronic consent, or other procedure required by applicable law.

33. INSURANCE DISCLOSURES

Insurance requirements and insurance coverage may vary by service, location, Participant role, Pilot stage, and time.

Unless Vleyr expressly states otherwise for a particular service, Users should not assume that Vleyr maintains insurance that covers the User, Provider, Customer, vehicle, property, request, service, loss, injury, or incident.

Vleyr may establish Customer or Provider insurance requirements for particular services and may require verification of insurance as a condition of eligibility or participation.

Customers and Providers remain responsible for maintaining insurance required by applicable law and any additional insurance expressly required by applicable Vleyr service requirements.

A requirement that a User maintain insurance does not constitute a representation that the User's policy will cover every activity, service, claim, person, vehicle, or loss.

Vleyr does not determine coverage under a User's insurance policy. Coverage questions are governed by the applicable policy, insurer, facts, and law.

If Vleyr obtains or maintains insurance that may apply to a particular service or event, coverage will be governed exclusively by the applicable policy terms, limits, exclusions, conditions, deductibles, priority rules, and applicable law.

Vleyr may modify insurance requirements or arrangements as services and operations develop.

Nothing in these Terms eliminates insurance coverage or an insurance-related legal obligation that cannot lawfully be excluded.

34. DISCLAIMER OF WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VLEYR DISCLAIMS WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

VLEYR DOES NOT WARRANT THAT THE PLATFORM OR SERVICES WILL ALWAYS BE AVAILABLE, UNINTERRUPTED, ERROR-FREE, SECURE, ACCURATE, OR COMPLETE, OR THAT A PARTICULAR SERVICE RESULT WILL BE ACHIEVED.

EXCEPT TO THE EXTENT VLEYR EXPRESSLY REPRESENTS OTHERWISE FOR A PARTICULAR SERVICE, VLEYR DOES NOT WARRANT THE CONDUCT, QUALIFICATIONS, AVAILABILITY, OR PERFORMANCE OF AN INDEPENDENT PROVIDER.

NOTHING IN THIS SECTION DISCLAIMS A WARRANTY, REPRESENTATION, DUTY, OR RIGHT THAT CANNOT LAWFULLY BE DISCLAIMED.

35. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VLEYR AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING FROM OR RELATING TO THE PLATFORM OR SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VLEYR'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE PARTICULAR EVENT, TRANSACTION, OR SERVICE GIVING RISE TO A CLAIM WILL NOT EXCEED THE GREATER OF:

1. a.THE AMOUNT THE USER PAID TO VLEYR IN CONNECTION WITH THE APPLICABLE SERVICE OR TRANSACTION GIVING RISE TO THE CLAIM; OR
2. b.ONE HUNDRED DOLLARS ($100).

These limitations apply only to the extent permitted by applicable law.

Nothing in these Terms limits or excludes liability for fraud, willful misconduct, or any other liability, remedy, or right that applicable law does not permit to be limited or excluded.

36. USER RESPONSIBILITY AND INDEMNIFICATION

To the extent permitted by applicable law, a User agrees to defend, indemnify, and hold harmless Vleyr and its officers, directors, employees, contractors, and agents from third-party claims, damages, liabilities, costs, and reasonable attorneys' fees to the extent arising from:

1. a.the User's material breach of these Terms or applicable service requirements;
2. b.the User's unlawful conduct;
3. c.the User's fraud, willful misconduct, or materially unauthorized activity;
4. d.the User's unauthorized use of the Platform, vehicle, property, account, information, or access credentials;
5. e.the User's infringement or violation of another person's rights.

A User's indemnification obligations do not apply to the extent a claim is caused by Vleyr's negligence, willful misconduct, breach of applicable law, or other conduct for which indemnification cannot lawfully be required.

Nothing in this Section requires a User to indemnify Vleyr for liability that applicable law prohibits Vleyr from shifting to the User.

37. COMPLIANCE WITH LAW

Users must comply with applicable federal, state, and local laws, rules, regulations, orders, and legally binding requirements applicable to their use of the Platform and performance or receipt of services.

Users are responsible for determining and maintaining licenses, permits, registrations, insurance, qualifications, or other legal requirements applicable to their own activities, except where Vleyr expressly assumes responsibility for a particular requirement.

Vleyr may modify, restrict, suspend, or discontinue a service when reasonably necessary to respond to applicable law, regulatory requirements, governmental action, insurance requirements, or other material legal or operational conditions.

Nothing in these Terms authorizes a User to violate applicable law.

38. SUSPENSION AND TERMINATION

A User may stop using the Platform at any time, subject to outstanding obligations arising from previously accepted or completed services.

Vleyr may restrict, suspend, or terminate an account or access to particular services or Platform functionality when reasonably necessary because of:

1. a.safety or security concerns;
2. b.legal or regulatory requirements;
3. c.suspected fraud or misuse;
4. d.Platform integrity concerns;
5. e.material or repeated violations of applicable Vleyr requirements;
6. f.failure to satisfy eligibility, verification, insurance, or other applicable service requirements;
7. g.unauthorized activity;
8. h.operational or technical reasons;
9. i.other legitimate reasons permitted by applicable agreements and law.

Vleyr may use a temporary restriction while reviewing a material concern.

Where required by applicable law, Vleyr will provide any required notice, explanation, review opportunity, or other process.

Termination does not eliminate payment obligations, incident responsibilities, confidentiality obligations, intellectual-property protections, dispute provisions, or other provisions that by their nature or express terms survive termination.

39. CHANGES TO SERVICES

Vleyr may add, remove, test, modify, limit, suspend, or discontinue services, features, geographic availability, operating periods, eligibility requirements, pricing, Provider requirements, verification procedures, documentation requirements, safety procedures, insurance requirements, payment functionality, or other Platform functions as the Platform and business develop.

A change to the Platform or a reference to a future service does not automatically authorize a User to perform an activity that Vleyr has not expressly made available for the applicable service.

Where appropriate or required, Vleyr will provide material service-specific information before or when the applicable service or change becomes effective.

40. CHANGES TO THESE TERMS

Vleyr may update these Terms as the Platform, services, technology, Pilot, business, or applicable law develops.

The current version will identify its effective date.

Where a change is material or notice is otherwise required by applicable law, Vleyr will provide notice through the Platform, email, or another reasonable method.

Continued use of the Platform after updated Terms become effective constitutes acceptance to the extent permitted by applicable law.

Where affirmative acceptance is required by law or Vleyr determines renewed acknowledgment is appropriate, Vleyr may require acceptance before continued use of affected Platform functionality or services.

Changes will not retroactively eliminate rights or obligations where doing so is prohibited by applicable law.

41. EVENTS OUTSIDE REASONABLE CONTROL

To the extent permitted by applicable law, Vleyr will not be responsible for delay or failure to perform an obligation caused by circumstances outside Vleyr's reasonable control, including severe weather, natural disasters, fire, flood, public emergencies, governmental action, civil disturbances, widespread communications or utility failures, major third-party infrastructure outages, or other comparable events.

This Section does not excuse payment, refund, consumer-protection, safety, or other obligations to the extent applicable law provides otherwise.

42. GOVERNING LAW

These Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles, except to the extent applicable federal law or mandatory law provides otherwise.

Nothing in these Terms is intended to deprive a consumer, worker, freelancer, independent contractor, or other User of a right or protection that cannot lawfully be waived or displaced by contractual choice of law.

43. DISPUTE RESOLUTION

Before commencing formal legal proceedings concerning a dispute arising from these Terms or use of the Platform, the parties are encouraged, but not required where prohibited or impracticable, to attempt in good faith to resolve the matter through Vleyr's applicable support or dispute-resolution process.

Nothing in this Section prevents a User from:

1. a.contacting law enforcement or an appropriate governmental authority;
2. b.submitting an insurance claim;
3. c.exercising a non-waivable statutory or regulatory right;
4. d.seeking emergency or injunctive relief where legally available;
5. e.pursuing a claim in a court, administrative agency, or other forum where the User has a right to do so.

Nothing in these Terms requires arbitration unless an enforceable arbitration agreement has been separately presented and accepted in accordance with applicable law.

Any separately accepted arbitration agreement will be governed by its own terms and applicable law.

44. SEVERABILITY

If any provision of these Terms is determined by a court or other authority of competent jurisdiction to be invalid, unlawful, or unenforceable, that provision will be enforced to the maximum extent permitted by applicable law or, where appropriate, severed, and the remaining provisions will remain in effect.

45. NO WAIVER

A failure or delay by Vleyr to exercise or enforce a right or provision of these Terms in one circumstance does not waive Vleyr's right to exercise or enforce that right or provision in another circumstance.

A waiver by Vleyr is effective only to the extent expressly provided by Vleyr and does not constitute a continuing waiver unless expressly stated.

46. ASSIGNMENT

A User may not assign or transfer rights or obligations under these Terms without Vleyr's prior written consent, except where such restriction is prohibited by applicable law.

Vleyr may assign or transfer these Terms in connection with a merger, acquisition, financing, corporate reorganization, sale of assets, change of control, or similar corporate transaction, subject to applicable law.

Any attempted assignment inconsistent with this Section is ineffective to the extent permitted by law.

47. ENTIRE AGREEMENT AND DOCUMENT HIERARCHY

These Terms, together with the Vleyr Privacy Policy and any applicable Pilot Participation Agreement, Provider or Customer agreement, Request Acceptance Terms, Service Acceptance Acknowledgement, service-specific rules, policies, disclosures, and other terms presented through the Platform, constitute the applicable agreements governing a User's use of the Platform and participation in services.

Applicable supplemental documents may include, among others:

1. a.the Pilot Participation Agreement;
2. b.the Independent Contractor Agreement or other applicable Provider agreement;
3. c.Request Acceptance Terms;
4. d.Service Acceptance Acknowledgements;
5. e.Vehicle Monitoring Rules;
6. f.Safety Guidelines;
7. g.Prohibited Conduct & Activities Policy;
8. h.Community Guidelines;
9. i.Incident Reporting & Escalation Procedure;
10. j.Lost & Found and Personal Property Procedure;
11. k.other service-specific requirements or disclosures.

To the extent of a direct conflict, the following principles apply unless an applicable document expressly and lawfully provides otherwise:

1. a.mandatory applicable law controls;
2. b.a specific term governing the particular service, transaction, activity, or Participant role controls over a more general term concerning the same subject;
3. c.a separately executed Customer or Provider agreement governing the specific relationship controls over these general Terms concerning the same subject;
4. d.these Terms govern general use of the Vleyr Platform.

The Privacy Policy governs Vleyr's handling of personal information to the extent applicable to that subject.

A more specific provision controls only to the extent necessary to resolve the particular conflict and does not otherwise displace unrelated provisions.

48. SUPPORT AND CONTACT

Questions concerning the Platform, services, accounts, transactions, incidents, or these Terms may be directed to Vleyr through the support channels made available through the Platform or by email.

Registered Agent:

Legalinc Corporate Services, Inc.

ATTN: Vleyr Technologies, Inc.

Additional legal notices or contact information may be provided through the Platform or applicable Vleyr policies.