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

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

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

DiDi and, in certain countries, its affiliates, provide, using a technological platform, intermediation services (the “DiDi’s Services”) to allow the User, according to its mobility needs, to arrange for and plan online the direct provision by independent third parties 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”).

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 User 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. User Registration

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

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

1.3. The User or anyone who uses DiDi Passenger or uses the Services must be at least 18 years old or the legal age in the jurisdiction of the User (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.

On the event that any individual authorized by the User to receive the Mobility Services provided by the Driver Partners does not have full capacity to enter and execute agreements or is a person with limited capacity to enter and execute agreements, such persona must be accompanied by the User, and the User shall assume any responsibility and consequence derived from these Terms and Conditions. The User shall not assign or transfer the account associated with its name for DiDi Passenger to any legal entity or individual.

2. Services

2.1. DiDi Passenger allows the User to request and schedule the mobility Services that will be provided by the Appointed Driver Partner, who is not an employee, staff member or a representative of the Company.

2.2. Unless otherwise stipulated with the User by an additional written agreement, the Services provided by Driver Partners are available for personal use exclusively and not for commercial use by the User.

2.3. To use DiDi Passenger, a User must provide the Company with certain personal information, which must be accurate and complete. The User agrees to keep such personal information required by DiDi Passenger 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 Appointed Driver Partner may be affected.

3. Service Use

3.1. DiDi will make all reasonable efforts to allow the User to access the Services, according to the availability of Driver Partners in the place and time in which the User makes its request.

3.2. DiDi will not be responsible for losses or damages whenever the User request to an Appointed Driver Partner transport an object or article, exclusively, without the presence of the User on the vehicle.

3.3. The User undertakes the commitment to not travel with dangerous objects or those forbidden by the applicable laws, norms or regulations such as fire weapons (even when there is a permit related to the gun) knives, sharps, blunt weapons. The User shall be liable for any consequence and responsibility arising from possessing any of such goods.

3.4. The User shall not act in an uncivilized manner, or against morality or public order (including smoking, drinking alcohol, or other similar behaviors) when using the Services provided by the Appointed Driver Partners.

3.5. The User shall not ask or cause any Appointed Driver Partner 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 User, the User shall indemnify the party incurring any loss.

3.6. The User shall not publish or disclose to anyone and for no purpose at all any personal information about any Driver Partner or any other User, the User 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 Users. However, DiDi reserves the right to block or limit access to DiDi Passenger in case of damages to any moral or good customs in any interaction between Users.

3.7. The User using DiDi Passenger and any DiDi websites acknowledges and understands that DiDi Passenger is based on big data analytics.

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

3.9. The User will use DiDi Passenger and the Services only for personal purposes, and shall not access the app for commercial purposes, or to get commercial or business intelligence for personal gain or for the benefit of any third party.

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

3.11. The User shall be responsible for all activities that take place on the account of the User and obliges to maintain the security and confidentiality of the user name and password of the User at any time. Unless otherwise allowed by the Company by writing, the Company shall have only one service account.

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

4. Obligations and Warranties

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

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

4.3. Whenever the User uses DiDi Passenger agrees to the following:

a. The User shall use the Services or will download DiDi Passenger for personal use and will not resell them to any third party;

b. The User shall not use the Services, or DiDi Passenger, for any illegitimate purpose, including but not limited to transfer or storage illegal materials or fraudulent ends;

c. The User shall not use the Services, or DiDi passenger to harass or hamper third parties no cause them troubles;

d. The User shall not use DiDi’s Services or DiDi Passenger to disrupt the normal operation of telecommunication network or technology infrastructure;

e. The User shall not try to damage DiDi’s Services or DiDi Passenger;

f. The User shall provide the identification information that reasonably requests DiDi;

g. The User shall make all the payments for the Services requested; and

h. The User shall comply with any applicable laws in the country/region, province and/or city where the User uses DiDi Passenger the Mobility Services.

4.4. In no event, DiDi shall be responsible for the items or goods that are inside the 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 intentionally or unintentionally by the User or a third party.

5.3. The User shall promptly pay the amount due to the order as presented by the DiDi Passenger. If any charge is overdue, the Company shall have the right to refuse to provide the User’ the DiDi Services.

5.4. The User may make the payment on the DiDi Passenger via third-party electronic payment account and online bank payment systems. The processing of payments shall be subject to the Terms and Conditions and the terms and policies of the electronic payment service providers and credit/debit card issuing banks. DiDi shall not be liable for any errors made by electronic payment service providers or banks. DiDi will obtain the details of the specific transactions relating to the User’s use of the Services. DiDi will strictly comply with relevant laws and regulations and the Company’s policies in using such information.

5.5. Once the User has made the corresponding payment, DiDi may issue a summary of fares charged to the User, as a payment receipt, which will not be considered as an invoice for any tax purposes.

5.6. The issuance of any document or invoices that may be required by the User for mobility service shall be issued by the Appointed Driver Partner or any individual or entity managing the activities of the Appointed Driver Partner, whoever applicable, as required by applicable laws or regulations.

5.7. It is the sole responsibility of the Appointed Driver Partner or the individual or entity providing the mobility Service, to duly deliver the documents, invoices, and receipts to the User, according to the applicable laws or regulations. In this sense, the User shall be responsible for (i) requesting any document or invoices that the User may require and (ii) providing any and all personal information required for such purposes.

5.8. Though DiDi may provide the relevant information to the Users to issue the required documents or invoices according to the applicable laws, DiDi shall not be responsible for the issuance of any document or invoice required by the User for the mobility service provided by the Appointed Driver Partner, since DiDi does not render such service, and shall not be liable for any error or failure to deliver the relevant documents. In no way shall DiDi be held liable or responsible for any error, inconsistency or malfunction of DiDi Passenger or relevant websites that may affect the issuance of such documents or invoices.

5.9. The Users are able to manage their trips. The User may check the status of the orders made on the DiDi Passenger.

5.10. The User shall check the actual payment amount of the order immediately after the completion of each order. If the User has any objections to the payment amount, the User shall contact DiDi immediately. DiDi may, from time to time, issue coupons to the User through its platform. The use of such coupons by the User will be treated as reduction of the User’s trip fare.

5.11. Telecommunication services and related fees, which may be incurred when using the DiDi Passenger, are provided and charged by the telecommunication operators, not by DiDi.

6. Indemnity

If the User uses DiDi Passenger, the User agrees to from and against any and each claim, liabilities, damages, costs, and expenses, including the attorneys’ fees and judicial expenses derived of or related to the following events (individually referred to as a “Wrongful Act”).

a. Breach or violation of any of these Terms and Conditions or any law or guideline applicable (even if it is not mentioned in this document);

b. Infringement of any rights of any third party;

c. Abuse of DiDi Passenger or the Services;

d. Causing any damage to the vehicle or its internal equipment, or to the Appointed Driver Partner due to due to gross negligence or willful misconduct.

7. Local Regulatory Restrictions

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

DiDi reserves the right to limit access to DiDi Passenger. Anyone who has access to DiDi Passenger 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 User 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 Passenger is prohibited or subject to any restriction. In case of doubt, the User shall seek to obtain independent legal advice.

8. No Warranties

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

8.2. 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.

9. Limitation of DiDi’s Liability

9.1. Any information or recommendation provided or made to the User on any DiDi websites or DiDi Passenger is for the User’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.

9.2. DiDi shall not be responsible for any damages resulting from any use or failure to use any DiDi websites or DiDi Passenger. 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 Passenger, 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.

9.3. 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 Passenger or the Services, regardless of any negligence by (active, affirmative, single or concurrent) by DiDi, even if DiDi had been advised of the possibility of such damages.

9.4. DiDi is not responsible for the accuracy, adequate integrity and reliability of the information and content included on DiDi Passenger 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.

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

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

9.7. Likewise, in no event, the provision of any additional assistance provided by DiDi to a User, 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.

10. Authorization and License

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

10.2. The User shall not: (1) issue licenses or sublicenses, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make DiDi Passenger or other DiDi’s services available to a third party; (2) modify or create works from or based on DiDi Passenger or DiDi’s Services or other services; (3) create Internet “links” to DiDi Passenger 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 Passenger 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 Passenger or other DiDi’s services, or copy any ideas, features, functions, or graphics from DiDi Passenger 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 Passenger operation and/or performance or other DiDi’s services.

10.3. Also, the User 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.

10.4. 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 User 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 Passenger 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.

11. Intellectual Property Policy

11.1. DiDi and its affiliates hold the intellectual property rights to any content distributed through DiDi Passenger, including, but not limited to, the provided software and DiDi Passenger 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 User 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.

11.2. 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 Passenger 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.

11.3. 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 Passenger 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.

11.4. If the User 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 User’s right to use the Company’s websites and apps may be immediately suspended, and the User shall, at the Company’s discretion, return or destroy any copies (electronic or in any other format) of the materials the User may have made or reproduced.

12. Third-Party Services and Links

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

When clicking on such links, the User will leave DiDi website or DiDi Passenger 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 User 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 User shall fully understand the content and activities of such websites and shall to assume full responsibility and undertake the risks of browsing or visiting such websites.

13. Term

13.1. These Terms and Conditions as agreed upon by the User and DiDi shall have an indefinite duration.

13.2. In cases in which the Company determines or believes that the User 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 User, which shall prevent the User from accessing DiDi’s Services and using them to use the Mobility Services provided by the Driver Partners. 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 User 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 Passenger. After such cancellation, the User may not use DiDi Passenger until the User signs up again and re-installs DiDi Passenger successfully.

13.3. Even if DiDi terminates these Terms and Conditions, the User shall comply with its payment obligations and shall be liable for any damages arising out of or in connection with its non-compliance.

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

13.5. 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.

14. 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.

15. General Provisions

15.1. 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”.

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

15.3. The User shall not assign any right under these Terms and Conditions without the prior consent of DiDi.

16. Governing Law

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

16.2. Should there be any conflicts relating to DiDi Passenger or the Services, the User shall first try to settle such conflict by submitting it to DiDi using DiDi Passenger. 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.

16.3. 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 Passenger 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 User expressly and irrevocably waives the right to submit the conflict to courts of arbitration or arbitral tribunals in any other jurisdiction.

17. Survival

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

18. 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 prevail over the Terms and Conditions, then this situation will be made express in the respective text of the annex.