This app shall be hereinafter referred to as “DiDi Driver”.

An individual who accesses, browses or uses DiDi Driver or any DiDi websites in connection with the DiDi Driver services shall be hereinafter referred to as the “Driver Partner”.

An individual who accesses, browses or uses the DiDi Passenger app (hereinafter “DiDi Passenger”) or any DiDi websites in connection with DiDi Passenger to arrange any rides provided by a Driver Partner shall be hereinafter referred to as the “User”.

DiDi and, in certain countries, its affiliates, provide, using a technological platform, intermediation services between Users and Driver Partners (the “DiDi’s Services”) to arrange for and plan online the direct provision by the Driver Partners of mobility services (the “Mobility Services”) as well as logistics services (the “Logistics Services”, and collectively with the Mobility Services, the “Services”).

Whenever applicable, an individual who accesses, browses or uses the DiDi Fleet and any DiDi websites in connection with the DiDi Fleet, and who acts as the main contractor of the Driver Partners shall be hereinafter referred to as the “Non-Driver Partner”.

Non-Driver Partners may contact the Driver Partners through the information sharing that occurs between the DiDi Fleet and the DiDi Driver.

A Driver Partner who is associated with a Non-Driver Partner shall be hereinafter referred to as the “Associated Driver Partner”.

The User who has been assigned, for a ride, a Driver Partner (hereinafter the “Appointed Driver Partner”) through DiDi Driver shall be hereinafter referred to as the “Appointed User”.

The Driver Partner acknowledges that the Company does not provide mobility or logistics services and that the Company does not operate as a mobility company. The Services are, in each case, directly provided by the Appointed Driver Partner, who is an independent third party and does not act as an employee of the Company or any of its affiliates.

All the sections in these Terms and Conditions related to DiDi Fleet, the Non-Driver Partner and/or the Associated Driver Partner shall only apply if and when the DiDi Fleet is available.

1. Driver Partner Registration

1.1. To use DiDi Driver, the Driver Partner must download and install the app on their mobile device and successfully complete the registration process. When signing up, a Driver Partner must make sure that all the provided personal information is accurate, complete and valid.

1.2. A Driver Partner acknowledges and agrees that once registered on DiDi Driver, their Driver Partner account will be automatically open by default on DiDi Driver. The default account and password shall be the Driver Partner’s account and password for DiDi Driver.

1.3. The Driver Partner or anyone who uses DiDi Driver or who provides the Services must be at least 18 years old or the legal age in the jurisdiction of the Driver Partner (if it is above 18 years of age) or be fully able to enter into and perform an agreement in accordance with the applicable regulation.

DiDi shall not be liable for any Driver Partners who violate the legal age provision, and their representatives, guardians, or tutors, with any such representatives, guardians or tutors being therefore directly liable and responsible for any consequences regarding these Terms and Conditions. The Driver Partner shall not assign or transfer in any way the account in their name for the purposes of DiDi Driver to any individual or legal entity.

2. Services

2.1. The Driver Partner acknowledges that the Company does not provide Services and that the capacity of the Appointed Driver Partner to contact a User for the provision of the Services using DiDi Driver shall not make DiDi the Service supplier or a mobility operator.

2.2. The Services shall be solely provided by a Driver Partner, who shall be fully responsible for the performance of the Services and for declaring tax resulting therefrom.

2.3. The Company does not participate in and takes no responsibility for the Service relationship between a Driver Partner and a User or an Appointed User. Using the DiDi Passenger app, Users may request the Mobility Services (individually or shared) provided by independent Driver Partners, who will get information on any requests through DiDi Driver. A Driver Partner may connect with Users and have access to various app features, including, but not limited to, getting information on a User’s request, and Service earnings from the provision of such Services to an Appointed User. The earnings shall be collected by the Driver Partner through DiDi Driver or directly paid to the Driver Partner by the Appointed User, whenever such an option is available.

2.4. To use DiDi Driver, a Driver Partner must provide the Company with certain personal information, which must be accurate and complete. The Driver Partner agrees to keep such personal information required by DiDi Driver up to date. If such data cannot be kept up to date as described above, the access and use of DiDi Passenger and the performance of the Services provided by the Driver Partner may be affected.

3. Service Provision

3.1. The Appointed Driver Partner shall provide the Mobility Services to the Appointed User. The Mobility Services may be requested by a User through DiDi Passenger. Before accepting a ride or after the Appointed User has got out of the vehicle and has paid the corresponding rate, the Driver Partner may be in waiting for a ride period. During this waiting for a ride period, the Company shall provide the Driver Partner with information. For instance, according to the information available both offline and online (real-time) and the effective allocation of offline resources, based on big data analytics, DiDi Driver shall send information to the Driver Partner on the most appropriate ride.

The private transportation Service provided by the Driver Partner to the Appointed User starts once the Driver Partner accepts the request through DiDi Driver and ends when the Appointed User or the last Appointed User (on the case of shared rides) steps out of the vehicle (hereinafter the “Cooperation Period”). During the Cooperation Period, the Driver Partner will be responsible for the private Mobility Services provided independently (hired through DiDi Driver) and will be liable for any breach or damage generated to the User, the Company or any third party.

3.2. During any period, other than the Cooperation Period, the Company does not and shall not require the Driver Partner to continue driving.

3.3. The Driver Partner or the Non-Driver Partner may input on DiDi Fleet or DiDi Driver, as applicable, information on the vehicles that, pursuant to the applicable laws, are legally owned by them or that they legally and lawfully have (hereinafter referred to as the “Registered Vehicle”). A Non-Driver Partner may associate a Registered Vehicle with more than one Driver Partner.

3.4. An Associated Driver Partner may be associated with more than one Registered Vehicle.

3.5. Whenever the Associated Driver Partner provides Mobility Services to the Appointed User through DiDi Driver, the Associated Driver Partner shall be associated with one vehicle only.

3.6. The Driver Partner agrees not to provide Mobility Services whenever there are hazardous or banned goods such as fire weapons (even when there is a permit related to the gun) knifes, sharps, blunt weapons, or any other item or elements that imply a danger for the User or goods deemed to be inappropriate under any applicable law, standards or regulations, in the vehicle; otherwise, the Appointed Driver Partner shall be liable for any consequence and responsibility arising from transporting any such goods.

3.7. The Driver Partner shall not act in an uncivilized manner, or against morality or public order (including smoking, drinking alcohol, or other similar behaviors) when providing the Mobility Services.

3.8. The Driver Partner shall not ask or cause any Appointed User to engage in any act that infringes any traffic regulation or any other applicable laws or regulations. In the event of any administrative penalty, injury, traffic accident, vehicle damage or any other loss arising out of any such prohibited acts attributable to the Driver Partner, the Driver Partner shall indemnify the party incurring any loss.

3.9. The Driver Partner shall not publish or disclose to anyone and for no purpose at all any personal information about any User or any other Driver Partner the Driver Partner may have access to when providing the Services, except that any such information may have been obtained through a lawful channel and as permitted by the applicable laws. DiDi shall not be liable for any interaction between a Driver Partner and other Driver Partners, Non-Driver Partners or Users. However, DiDi reserves the right to block or limit access to DiDi Driver in case of damages to any moral or good customs in any interaction between a Driver Partner and other Driver Partners, Non-Driver Partners or Users.

3.10. The Driver Partner using DiDi Driver and any DiDi websites acknowledges and understands that DiDi Driver is based on big data analytics.

3.11. When using DiDi Driver, a Driver Partner agrees that the Company may contact them through any means the Driver Partner has provided directly or in the name of any other individual. The foregoing in connection with the Driver Partner’s account for the processing purposes detailed in the Driver Partner Privacy Notice, including for business purposes, which must be agreed to when signing up as a Driver Partner.

3.12. The Driver Partner using DiDi Driver shall not access the app to get commercial or business intelligence for personal gain or for the benefit of any third party.

3.13. The Driver Partner agrees and acknowledges that there is no subordination or employment relationship between DiDi or any of its affiliates and the Driver Partner, or any other individual or entity managing or related to the activities of the Driver Partner resulting from any of the activities carried out by the Driver Partner.

3.14. The gathering and use of personal data related to DiDi Driver is described on the Privacy Notice of DiDi Driver, which is an integral part of these Terms and Conditions.

4. Obligations and Warranties

4.1. The Driver Partner warrants that the data provided to DiDi shall be true, accurate and complete. In relation to the operation of DiDi Driver and the provision of the Services, DiDi reserves the right to verify the Driver Partner’s data.

4.2. Concerning any contact with the Users arising from the use of DiDi Driver, the Driver Partner shall meet the following requirements in order to provide Mobility Services:

a. meet any requirements or mandatory conditions to become a qualified driver, as provided under any applicable law, regulation or administrative provision, and obtain any driving permits necessary and keep them valid, pursuant to the applicable law;

b. have a good vehicle driving record;

c. speak English like an average native English speaker, or as applicable, according to the official language in which the Services are provided by the Driver Partner;

d. understanding foreign languages may be an advantage (for simple conversations);

e. have a recently issued criminal record certificate;

f. will restrain of performing the Services in such a way that would put a User at risk and will not have a record of dangerous driving;

g. will restrain of performing the Services or use DiDi Driver under the influence of alcohol;

h. will restrain of performing the Services or use DiDi Driver under the influence of any psychoactive substances or if the Driver Partner has a history of drug abuse that necessarily involve any risks in providing the Services to the Users;

i. cannot have a record of diseases that may imply a risk for the safety of the Driver Partner and the Users when providing the Services;

j. cannot have been involved in a major traffic accident during the past 3 years.

k. cannot have under their possession, during the provision of the Services any firearms (even when there is a permit over the gun) or any other item or elements that imply a danger for the User such as knives or sharp objects, among others.

The following is a list of diseases or acts that might put the safety of Users and/or the Driver Partner at risk:

a. Organic heart disease.

b. Epilepsy.

c. Meniere’s syndrome.

d. Vertigo.

e. Hysteria.

f. Parkinson’s disease.

g. Psychopathy.

h. Insanity and disorders of the nervous system affecting the use of limbs.

i. Cognitive disorders resulting from the use of any psychoactive drugs or psychotropic drugs that may cause dependence. This situation carries an increased risk if it happens during long periods, involves addiction conditions, and is not treated to completely overcome dependence and the effects of using any such substances.

j. Other conditions (including infectious diseases) that may prevent the ability to drive with the skills and motor functions required to ensure the safe performance of the Mobility Services (e.g., tuberculosis, mumps, and other airborne or droplet transmitted infectious diseases).

k. Any other conditions specified in the local laws and regulations.

4.3. The Registered Vehicle shall meet the following standards:

a. For the provision of the Services, a Driver Partner shall only use Registered Vehicles which they are legally authorized to occupy, drive and use in accordance with the applicable laws.

b. A vehicle must have been subject to technical checks and controls as required by the applicable regulations to be allowed to be used for the provision of the Services.

c. A vehicle shall not have been involved in a major road accident or totally sunk in the water or flooded.

d. The vehicle must be clean and free of dust and have no damages or visible scratches.

e. The vehicle’s license plate must be clear.

f. Any modifications, decorations with spray paint and/or manual radio loudspeakers are not allowed.

g. The vehicle’s lights must be fully functional, and the Driver Partner agrees to use them properly.

h. Inside decoration must be clean and tidy, without wear and tear or odors.

i. The vehicle seats must be clean and tidy, free of any wear and tear or folds.

j. The dashboard buttons must be able to be used normally.

k. Advertising stickers, accessories, flags or other decorations are not allowed.

l. All vehicle items shall be orderly placed.

m. The vehicle windows shall have a window film implemented.

n. The vehicle certificates and parts shall be complete, as applicable, including the mandatory insurance notice, an environmental protection sign (if applicable), a vehicle inspection sticker, driver’s license, car service manual, car toolbox, fire extinguisher, hydraulic jack, spare tire, lighter and floor mats.

o. Any other items specified in the local laws and regulations.

4.4. A Driver Partner shall not transport any items provided by a User separately if the User chooses not to board the Registered Vehicle.

4.5. In no event, DiDi shall be responsible for the items or goods that are inside the Registered Vehicle before, during or after the provision of the Services by the Driver Partner, regardless of who is the owner of such items or goods. Including those objects or goods left unintentionally by the User or a third party.

4.6. It shall be the Driver Partner’s obligation to keep update any mobile device hardware or software to support the current DiDi Driver requirements. The Company shall not be responsible for any problems that may come up if the Driver Partner is not using the latest updated version of DiDi Driver and/or is using DiDi Driver on any mobile device that fails to meet the applicable current DiDi Driver requirements. The Driver Partner agrees that the Company may periodically have the mobile phone software and hardware requirements to use DiDi Driver updated.

4.7. When using DiDi’s Services, the Driver Partner agrees to the following:

a. the Driver Partner shall use DiDi’s Services or DiDi Driver in good faith;

b. the Driver Partner shall use DiDi’s Services or DiDi Driver only for personal use and shall not resell any such Services to a third party nor shall they use such Services to get commercial or business intelligence for personal gain or for the benefit of third parties;

c. the Driver Partner shall not use DiDi’s Services or DiDi Driver for illegal purposes;

d. the Driver Partner shall not use DiDi’s Services or DiDi Driver to harm third parties;

e. the Driver Partner shall not use DiDi’s Services or DiDi Driver to disrupt the normal operation of telecommunication network or technology infrastructure;

f. the Driver Partner shall not try to damage DiDi’s Services or DiDi Driver; and

g. the Driver Partner shall comply with any applicable laws in the country/region, province and/or city where the Driver Partner provides the Mobility Services.

5. Services and Cooperation Fee

5.1. To estimate a Driver Partner’s earnings for the provision of the Mobility Services requested by Appointed Users using DiDi Passenger, and the DiDi’s fees and taxes for the provision of DiDi’s Services, DiDi has a pricing mechanism that estimates the rate using an algorithm (instead of the pricing mechanism based on distance as generally seen in other mobility services) considering a base rate, traffic, the trip time and distance. DiDi’s fees are posted on DiDi Driver.

5.2. Under no circumstances shall DiDi provide Mobility Services. The Mobility Services shall be exclusively provided by a Driver Partner, who shall be responsible for the provision of such services and payment of any taxes caused in relation to earnings from the provision of the Mobility Services.

5.3. Earnings from the provision of the Mobility Services requested by Users through DiDi Passenger and provided by a Driver Partner shall be charged and collected in either of these two ways, according to the payment method selected by the User: (i) directly by the Driver Partner, whenever the User selects the cash payment option, and (ii) by DiDi on behalf of the Driver Partner or by a third party appointed by DiDi (“Authorized Third-Party”), as the collection agent of the Driver Partner. The payment made by a User for such Mobility Services shall be deemed to be a payment directly made to the Driver Partner for the Mobility Services. The Driver Partner expressly authorizes and grants a mandate or representation authority, according to the legal concept set forth in the applicable law, to DiDi and the Authorized Third-Party, to charge and collect such earnings on their behalf. DiDi may, from time to time, issue coupons to the Driver Partner and/or the User through its app. Use of such coupons shall be treated, accordingly, as a reduction to Driver Partner’s Service Charge, or the trip fare for the User.

If applicable, the Driver Partner shall expressly authorize DiDi to withhold any fees owed to DiDi for the provision of the DiDi’s Services, as well as the fees payable to the Authorized Third-Party for the collection services, and to pay such fees on behalf of the Driver Partner to the Authorized Third-Party.

The Driver Partner agrees that DiDi may, at its discretion, set the fee paid to the Authorized Third- Party on behalf of the Driver Partner as a temporary incentive.

Any taxes and withholdings taxes arising from the relationship between DiDi and/or the Driver Partner and the Authorized Third-Party, as well as the temporary incentive, shall be solely borne and paid by the Driver Partner.

The Driver Partner agrees that the Company might grant compensations, at its discretion, in respect of the amounts above based on the Company’s compensation standards, as issued from time to time.

5.4. The Associated Driver Partner shall not withdraw any rate balance from their own DiDi Driver account. Whereas, at first, the rate balance shall be exclusively controlled by the Non-Driver Partner, and then the Non-Driver Partner shall be in charge of distributing the rate applicable to Associated Driver Partners according to the rate distribution agreed upon between the Non-Driver Partner and the Associated Driver Partner.

5.5. As a general rule, except as otherwise agreed upon, the rate and the relationship between the Non-Driver Partner and the Associated Driver Partner shall be freely agreed upon between the Non-Driver Partner and the Associated Driver Partner. DiDi shall not be liable or responsible for any disagreements arising out of the rate collection and the relationship between the Non-Driver Partner and the Associated Driver Partner.

5.6. DiDi shall not be responsible for the issuance of any document or invoice required by the applicable legislation or by the Users in connection with the Mobility Services provided by the Driver Partner, nor shall DiDi be responsible for the relationship between the Non-Driver Partner and the Driver Partner nor for any mistake or failure in the delivery of any such documents.

5.7. Even if DiDi may provide the Driver Partners and the Non-Driver Partners with any information necessary to issue any documents or invoices required by the Users pursuant to the applicable legislation, the Driver Partner acknowledges that such provision may consist of the issuance of such receipts or documents by DiDi or any third party appointed by DiDi for that purposes in the name and on behalf of the Driver Partner. DiDi shall not be liable for the issuance of any receipt or invoice requested by the Users for the Mobility Services that have been provided, as DiDi does not provide the Mobility Services, and shall not be responsible for any mistake or failure in the delivery of any such documents. In this regard, neither DiDi nor any third party appointed by DiDi for that purpose, for the benefit of the Driver Partner, shall be responsible for any mistake or failure in the issuance of any document required under the applicable legislation.

5.7.1. Billing

The Driver Partner agrees and acknowledges that during the registration process of the Driver Partner on DiDi apps, the Driver Partner shall provide the necessary information to set the billing structure to apply to the Driver Partner, as well as the applicable terms and conditions, specifically in accordance with the applicable tax law. The Driver Partner and the Non-Driver Partner shall be bound to tell DiDi whether they are responsible for paying the Sales Tax or the Valued Added Tax (“VAT”), as applicable, or if they are not eligible therefor.

For such purposes, the Driver Partner shall provide the information through DiDi customer service channels.

Upon the Driver Partner or the Non-Driver Partner notifying DiDi of their status as VAT payers for the purposes of becoming a Driver Partner or a Non-Driver Partner, as applicable, the Driver Partner or the Non-Driver Partner agrees to immediately notify DiDi of any change regarding their VAT relation obligation, including switching from VAT non-payer to VAT payer or vice versa.

Failure to report any VAT payment obligation changes shall render the Driver Partner or the Non-Driver Partner, as applicable, responsible for any tax, fine, penalty, cost, expense, interest or indemnity that may be determined or charged against or imposed on DiDi by any authority or third party because of any changes in the VAT-related obligation of the Driver Partner or the Non-Driver Partner.

5.8. The telecommunication service carriers or providers, not DiDi, shall be responsible for providing and charging for the telecommunication services and related costs incurred in using DiDi Driver.

5.9. The Driver Partner expressly agrees that DiDi may apply withholdings, discounts, offsets, suspensions, claim or request any refunds of any payments, in whole or in part, owing to or received by the Driver Partner in case of conflict, fraud or any Wrongful Act (as defined below) or illegal acts or any act against the applicable rules in respect of the Driver Partner’s earnings from the Services, the use of the DiDi Driver app or any of its components, promotions, tools, payment methods, among others. DiDi shall implement any such withholdings, discounts, offsets, suspensions, claims or refunds in accordance with its internal policies and based on the investigation conducted by DiDi, regardless of any further measures and penalties available under the applicable legislation.

6. Service Guarantee

6.1. When the Driver Partner accepts a request online and provides the Mobility Services to an Appointed User, the Driver Partner shall be responsible for the quality of the Mobility Services and driving safety pursuant to the Terms and Conditions and the applicable laws in their jurisdiction. DiDi shall not be responsible therefore in any way.

6.2. If the Driver Partner causes any damage or causes any injury to a third party (including Users), the Driver Partner shall pay any applicable indemnity. If the Driver Partner shall be responsible for any damage or injury or that any failure to comply with these Terms and Conditions causes any loss against the Company, the Company shall be entitled to claim damages against the Driver Partner.

7.1. The Driver Partner shall provide the Services to the Appointed User following the agreed-upon standards and in accordance with the applicable laws in the jurisdiction of the Driver Partner. It shall be understood that the Driver Partner does not provide the Services to the Appointed Users in good faith as the Driver Partner incurs any of the following:

a. disclosure of any inaccurate or incomplete information;

b. failure to complete the Mobility Services in the conditions agreed with the Appointed User;

c. deliberately make an unreasonable change in the trip route;

d. charge additional or different fees from the set fees or illegally;

e. take any actions against the Appointed User or a third party complaining about the quality of the Services or because of an unsatisfactory comment on the provision of the Services;

(individually referred to as a “Wrongful Act”).

7.2. If the Driver Partner commits a Wrongful Act, the Driver Partner shall be deemed to have failed to comply with these Terms and Conditions, regardless of whether the Appointed User files a claim or not, and the Company shall be entitled to terminate the cooperation with the Driver Partner. The Company shall be entitled to require the Driver Partner to pay full damages for any loss incurred as a result of a Wrongful Act.

7.3. It is also considered as a Wrongful act if after accepting a request received through DiDi, the Driver Partner cancels the request, refuses to provide the Mobility Services requested by the Appointed User, either encourages or forces the Appointed User to cancel the request (hereinafter referred to as the “Cancellation after Accepting a Request”), except where: (i) the Appointed User puts the Driver Partner at risk; or (ii) the Driver Partner notices that the vehicle safety is not adequate to provide the Mobility Services or (iii) any other legit cause under the applicable laws or regulations in the jurisdiction of the Driver Partner. In the latter case, the responsibility for the damages resulting from the failure to provide the Mobility Services, including damages caused to the Company, shall lie with the Driver Partner. The Driver Partner agrees and authorizes the Company to monitor the information about the Cancellation after Accepting a Request. An illegal Cancellation after Accepting a Request shall be deemed to be a non-compliance with these Terms and Conditions.

7.4. If the Driver Partner fails to honor the commitment agreed upon with DiDi or its affiliates, the Company shall, at its discretion, be entitled to terminate these Terms and Conditions in respect of the Driver Partner, as corresponding.

7.5. The Driver Partner agrees to indemnify and hold the Company, its affiliates and the Company’s officers, directors and employees harmless, immediately upon request, from and against any claims, liabilities, damages, costs and expenses, including the attorneys’ fees, resulting from any non-compliance with these Terms and Conditions entered into by the Driver Partner and DiDi or any other responsibilities arising from the use of DiDi Driver by the Driver Partner.

7.6. If the Registered Vehicle fails to match the registered information, including, but not limited to, fake license plates, an invalid insurance policy, and fake vehicle brand, the Driver Partner shall pay DiDi a fine for USD$150 and DiDi shall be entitled to terminate the agreement with the Driver Partner and stop providing permanently the Services to the Driver Partner.

7.7. The Company shall be entitled to charge the responsible party any amount exceeding the corresponding damages amount pursuant to the law, and to take measures against the non-complying or breaching parties.

8. Responsibility for deceit

The Company strongly disagrees with any behavior intended to get financial incentives or other benefits through any form of misleading behavior or resale that may violate the applicable laws and regulations. The Driver Partner shall take responsibility for any such misleading or fraudulent behaviors, which are deemed to be a serious breach of these Terms and Conditions. Also, the Company reserves the right to take any relevant actions or exercise any rights provided under these Terms and Conditions and granted pursuant to the applicable regulation.

9. Suspension and Termination

9.1. The Company shall, at its discretion, determine whether these Terms and Conditions have not been complied with upon the Driver Partner using DiDi Driver. Whenever these Terms and Conditions have not been complied with, the Company shall be entitled to take any measures deemed convenient.

9.2. A failure to comply with these Terms and Conditions may result, including, but not limited to, in the following actions being taken:

i. Notification of the breach conducted and reiteration to the Driver Partner of the respective obligations and the consequences of non-compliance.

ii. Notification to the respective authorities regarding the acts that imply a breach over the Terms & Conditions or the legal dispositions applicable, just as any other relevant data;

iii. Suspension and/or immediate, temporary or permanent removal of the Driver Partner’s right to use DiDi Driver;

iv. Legal actions and claims filed against the Driver Partner to recover damages (including, but not limited to, reasonable administrative costs and attorneys’ fees) arising out of the non-compliance.

v. Legal actions against the Driver Partner.

10. Local Regulatory Restrictions

DiDi does not influence or induces people to use DiDi Driver in any jurisdiction where (for citizenship, residence or other reasons) access to or availability of DiDi Driver is prohibited or subject to any restriction, including registration or other requirements in that jurisdiction.

DiDi reserves the right to limit access to DiDi Driver. Anyone who has access to DiDi Driver in any jurisdiction does it on their own initiative and shall be responsible for complying with the applicable local laws and regulations.

DiDi shall not be liable to any Driver Partner for any loss or damages, under a contractual provision, civil liability (including negligence), failure to perform a duty under the law or for any other reason, even if any such loss or damages were foreseeable, arising out of or in connection with the use by any individual in a jurisdiction where access to or availability of DiDi Driver is prohibited or subject to any restriction. In case of doubt, the Driver Partner shall seek to obtain independent legal advice.

11. No Warranties

11.1. No warranties are provided, explicit or implied, regarding DiDi Driver and any materials posted on DiDi Driver, including, but not limited to its content.

11.2. Except as expressly stated in these Terms and Conditions, any warranties, conditions and representations, whether expressed or implied by law or as otherwise stated by DiDi (including, but not limited to, warranties regarding satisfactory quality, fitness for a purpose or expertise and care) are excluded by virtue of this provision to the extent permitted by law.

12. Limitation of DiDi’s Liability

12.1. Any information or recommendation provided or made to the Driver Partner on any DiDi websites or DiDi Driver is for the Driver Partner’s reference only. DiDi shall make all reasonable efforts to ensure the accuracy of that information, however, it is understood that DiDi does not guarantee that such information is immune to any mistakes, faults, malware or viruses.

12.2. DiDi shall not be responsible for any damages resulting from any use or failure to use any DiDi websites or DiDi Driver. Also, DiDi shall not be liable for damages resulting from the use or any failure to use the electronic communication tools on any DiDi websites or DiDi Driver, including, but not limited to, damages caused by any transmission failure, Internet connection problems or any delays in electronic communications, electronic communication interception or tampering by a third party or computer software used in electronic communication and virus spread, power outage, strikes, or any other labor disputes, riot, uprising, revolt, earthquakes, fire, flood, storm, explosions, war, government actions, orders issued by judicial or administrative authorities, or any other force majeure events or third-party failures.

12.3. DiDi shall not be responsible for any indirect, moral, emerging, special, exemplary, punitive or incidental damages, including loss of profit, loss of data, or material damages in connection with or in any way arising out of any use of DiDi Driver or the provision of the Services by the Driver Partner, regardless of any negligence by (active, affirmative, single or concurrent) by DiDi, even if DiDi had been advised of the possibility of such damages.

12.4. DiDi is not responsible for the accuracy, adequate integrity and reliability of the information and content included on DiDi Driver or any DiDi websites, including, but not limited to, any texts, images, data, views, websites or links, despite any efforts to provide accurate and exhaustive information to the extent possible. DiDi denies any liability for any mistake or omission and does not provide any express or implied warranty.

12.5. The Driver Partner understands and acknowledges that, when using DiDi Driver, the Company processes a large amount of information on the internal server based on such use and provides information about the available Driver Partners to a User’s mobile device and vice versa, after which, the Appointed Driver Partner provides the Mobility Services to the Appointed User offline.

12.6. In no case shall the Company’s liability to the Driver Partner, in connection with the operation of DiDi Driver or the Services, for any damages, loss, and actions, exceed five hundred American Dollars (USD500), except where the law requires a higher amount.

12.7. Likewise, in no event, the provision of any additional assistance provided by DiDi to a User, Driver Partner, Non-Driver Partner or any other third party who might benefit, directly or indirectly, implies that DiDi undertakes any responsibility for such assistance. In the same way, it does not mean that this additional assistance causes an adjustment over the Terms and Conditions or implies a change over the nature or characteristics of DiDi’s Services.

13. Authorization and License

13.1. Subject to compliance by the Driver Partner with these Terms and Conditions, DiDi provides the Driver Partner with a limited, non-exclusive, non-transferable license to download and install a copy of the apps on one single mobile device the Driver Partner has or controls to use such copy of the apps only for the Driver Partner’s personal use.

13.2. The Driver Partner shall not: (1) issue licenses or sublicenses, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make DiDi Driver or other DiDi’s services available to a third party; (2) modify or create works from or based on DiDi Driver or DiDi’s Services or other services; (3) create Internet “links” to DiDi Driver or other DiDi’s services or “frame” or “reproduce” any app on any other server or wireless device or Internet-based device; (4) apply reverse engineering or access DiDi Driver or other DiDi’s services aiming to design or create a competing product or service, design or create a product using ideas or graphics similar to DiDi Driver or other DiDi’s services, or copy any ideas, features, functions, or graphics from DiDi Driver or other DiDi’s services; or (5) launch an automated software or script, or any other software that may make multiple requests to servers per second, or that hinders or hampers inappropriately DiDi Driver operation and/or performance or other DiDi’s services.

13.3. Also, the Driver Partner must not: (1) send spam or duplicate or unwanted messages in violation of the applicable laws; (2) send or store any breaching, obscene, threatening, defamatory or otherwise illegal or illicit materials, including any materials infringing third-party rights to privacy; (3) send or store any materials containing any software viruses, worms, Trojan horses or any other computer code, files, scripts, agents or malware; (4) interfere with or affect the integrity or operation of any DiDi websites, apps or the Services or any existing data relating thereto; or (5) try to get unauthorized access to DiDi websites, apps, DiDi’s Services or any other DiDi’s services or related systems or networks.

13.4. DiDi shall be entitled to inquire into and take any actions and meet any requirements provided to DiDi by the law and these Terms and Conditions, in case of any failure to perform the obligations above and seek to prosecute upon any of the non-compliances referred to above to the fullest extent permitted by law. DiDi shall be entitled to come to the administrative or judicial authorities to file any claims against any Driver Partner who fails to comply with these Terms and Conditions. Should DiDi determine that any content infringes these Terms and Conditions or is otherwise detrimental to DiDi’s website, DiDi Driver and/or the Services or related apps, DiDi reserves the right to remove or prohibit access to any such content at any time without further notice.

14. Intellectual Property Policy

14.1. DiDi and its affiliates hold the intellectual property rights to any content distributed through DiDi Driver, including, but not limited to, the provided software and DiDi Driver related products or services and other DiDi’s Services, and such intellectual property rights shall remain protected by Law. Failure to state the ownership rights to certain contents shall not mean that DiDi is not the owner or cannot exercise its rights thereto, and the Driver Partner shall respect the owner’s legal rights and interest and use such content legally in accordance with the applicable laws and regulations and the principle of good faith.

14.2. No individual or legal entity shall, without the written consent of DiDi, use, copy, modify, use extracts from, include with other products for use or sale, links or transmit via a hyperlink, store on an information recovery system or use for any other business purposes any part of the software, the products or DiDi Driver or other DiDi’s services, of the information or words referred to above in any way and under no circumstance, except for download or printing for personal use, not for business use, being it understood that none of the foregoing shall be modified, and that the copyright statement or any other ownership contained therein shall remain valid.

14.3. The registered trademarks, logos, signs, and slogans or other parts protected by any intellectual property standards or laws (hereinafter collectively referred to as the “Trademarks”) used and displayed on DiDi Driver or any DiDi websites shall constitute DiDi’s and its affiliates’ Trademarks, whether registered or not, protected by law. No individual shall use any content of the software, “DiDi”, “DiDi Chuxing”, “DiDi Hailing” and similar names, or the Trademarks in any way without the written consent of DiDi.

14.4. If the Driver Partner prints, copies, downloads, modifies or links any part of the Content available on the website or app, in violation of these Terms and Conditions, the Driver Partner’s right to use the Company’s websites and apps may be immediately suspended, and the Driver Partner shall, at the Company’s discretion, return or destroy any copies (electronic or in any other format) of the materials the Driver Partner may have made or reproduced.

15. Third-Party Services and Links

15.1. During any use of the websites and apps, DiDi may provide the Driver Partner from time to time with links to any websites owned and controlled by third parties (the “Third-Party Services”) to allow the Driver Partner to buy products or services or participate in any promotional activities offered by such third parties.

When clicking on such links, the Driver Partner will leave DiDi website or DiDi Driver and visit third-party hosted websites beyond DiDi’s control, where such third parties have drafted their own terms, conditions, and privacy notices, which may apply to the use by the Driver Partner of such Third-Party Services. Therefore, DiDi shall not be liable for the content and activities of such websites and DiDi shall have no obligations in connection with them. The Driver Partner shall fully understand the content and activities of such websites and shall assume full responsibility and undertake the risks of browsing or visiting such websites.

16. Term

16.1. These Terms and Conditions as agreed upon by the Driver Partner and DiDi shall have an indefinite duration.

16.2. In cases in which the Company determines or believes that the Driver Partner has committed a Wrongful Act, the Company reserves the right to immediately take any actions deemed convenient, including, but not limited to, the termination of the relationship between DiDi and the Driver Partner, which shall prevent the Driver Partner from accessing DiDi’s Services and using them to provide the Mobility Services to the Users. Any Wrongful Act may result in the following actions being taken:

a. The Company shall be entitled to require remediation or indemnity from the responsible party in respect of any amount exceeding the corresponding damages amount pursuant to the law, and to take any measures necessary against the non-complying or breaching parties.

b. The Driver Partner shall be entitled to terminate DiDi’s Services at any time by canceling their user account at any time according to the instructions given on any DiDi websites or DiDi Driver. After such cancellation, the Driver Partner may not use DiDi Driver or access it to provide the corresponding Mobility Services until the Driver Partner signs up again and re-installs DiDi Driver successfully.

16.3. Even if DiDi terminates these Terms and Conditions, the Driver Partner shall be liable for any damages arising out of or in connection with its non-compliance.

16.4. Upon termination, DiDi shall give the corresponding notice pursuant to these Terms and Conditions.

16.5. Except as otherwise required by the applicable law or provided in these Terms and Conditions, DiDi shall not be bound to notify in advance of the termination of these Terms and Conditions. Upon termination, DiDi shall give the corresponding notice pursuant to these Terms and Conditions.

17. Acts of God or Force Majeure Events

Should there be an act of God or force majeure event, the affected party shall be entitled to temporarily suspend the performance of its obligations hereunder until the effect of such act of God or force majeure event ceases and shall not be in breach of contract. The foregoing on the understanding that the affected party shall make its best efforts to settle such cause and mitigate any loss. An act of God or force majeure event means any unpredictable or unavoidable cause (if foreseeable) beyond the parties’ control, which prevents, affects or delays the performance of any and all the obligations of a party hereunder. Such causes include, without limitation, earthquakes, war, modifications in the laws, regulations and government policies, computer viruses, hacker attacks or service disruption as to services provided by telecommunication companies.

18. General Provisions

18.1. Should any provision (or any part of any provision) of these Terms and Conditions be held by a court of competent authority to be invalid, illegal or unenforceable, such provision, whole or partial, shall be deemed to be removed to the extent necessary, and the validity and enforceability of the remaining provisions of these Terms and Conditions shall not be affected thereby. These Terms and Conditions contain the entire agreement between the parties in respect of the subject matter and supersede and invalidate any previous drafts, agreements, arrangements, and understandings between the parties, written or oral, regarding the subject matter hereof. In these Terms and Conditions, the terms “including” and “include” mean “including, but not limited to”.

18.2. DiDi may give notice by posting a general notice on its website and/or DiDi Driver or by sending an e-mail or SMS to the e-mail address or mobile number registered in the Driver Partner’s account. Any notices, which may be posted from time to time, shall be an integral part of these Terms and Conditions.

18.3. The Driver Partner shall not assign any right under these Terms and Conditions without the prior consent of DiDi.

19. Governing Law

19.1. These Terms and Conditions shall be governed by the laws of Singapore.

19.2. Should there be any conflicts relating to DiDi Driver or the provision of the Services involving DiDi in any way, the Driver Partner shall first try to settle such conflict by submitting it to DiDi using DiDi Driver. DiDi shall inquire into the issue and make its best efforts to settle any conflicts upon receipt of the notice. If the parties fail to settle the conflict in good faith, such conflict shall be submitted to arbitration pursuant to the terms below.

19.3. Any conflicts, claims or disagreements arising out of or in connection with any non-compliance, termination, interpretation and construction, validity or validity of these Terms and Conditions or use of any DiDi websites or DiDi Driver shall be submitted to and finally settled by a court of arbitration managed by the Singapore International Arbitration Center (“SIAC”) in accordance to the applicable SIAC Arbitration Rules, which rules are deemed to be incorporated by reference in this clause. There shall be one arbitrator. The seat of arbitration shall be Singapore. The arbitration proceedings shall be conducted in the English language. The arbitration award shall be final and binding upon the parties, except for any clear error. The arbitration costs shall be paid equally by the parties or as declared by the arbitrator. The Driver Partner expressly and irrevocably waives the right to submit the conflict to courts of arbitration or arbitral tribunals in any other jurisdiction.

20. Survival

Even if these Terms and Conditions terminate or become void, the provisions on liability for the Driver Partner’s non-compliance, the intellectual property clauses, the confidentiality obligation of the Driver Partner and the applicable laws and jurisdiction shall prevail.

21. Annexes

DiDi shall be entitled to freely decide on any annexes for every territory where DiDi conducts business and set special rules applicable thereto. As a general rule, these Terms and Conditions shall prevail over such annexes. Nevertheless, if due to specific local rules it is necessary for the annexes to prevail over the Terms and Conditions, then this situation will be made express in the respective text of the annex.