This application is hereinafter referred as “DiDi Passenger - Taxi”. The passenger who is accessing, browsing or using DiDi Passenger - Taxi and DiDi’s websites is hereinafter referred to as the “Passenger”.

DiDi and its affiliates provide the technology service of making available to the Passengers access to a technology platform that allows them, based on the travel needs of the Passenger, to organize and plan mobility and logistics services online with third-party independent taxi drivers who are providers of such services, including independent third-party mobility services providers and independent third-party logistics providers (the "Services").

The third-party suppliers of the Services (hereinafter the "Taxi Driver Partners") will interact with DiDi through the DiDi Driver - Taxi application.

The Taxi Driver Partner who connects through DiDi Passenger – Taxi with the Passenger is hereinafter referred to as the “Appointed Taxi Driver Partner”.

The Passenger acknowledges that the Company does not provide mobility or logistics services, nor does it functions as a mobility company and that such services will be provided by the Appointed Taxi Driver Partner, who is independent from and not employed by the Company or any of its related companies.

The Passenger shall be governed by these Terms and Conditions of Use of DiDi Passenger - Taxi (hereinafter referred to as the “Terms and Conditions”).

If the Passenger continues accessing and using the Services, the Passenger shall be deemed to have fully read and accepted all the terms hereof and agreed the Terms and Conditions, which are legally binding between the Passenger and the Company. The Passenger shall observe these Terms and Conditions in good faith when using the DiDi Passenger - Taxi.

If the Passenger keeps on using services provided by the Company, the Passenger will be deemed as having accepted the most updated Terms and Conditions.

1. The Passenger’s Registration

1.1 To use the Services, the Passenger must download DiDi Passenger - Taxi, install it on his or her mobile device, and successfully complete the registration procedures. When registering, the Passenger must ensure all information the Passenger provided is accurate, complete and valid.

1.2 The Passenger acknowledges and agrees that once the Passenger becomes a registered user of DiDi Passenger - Taxi, the Passenger’s service account with the Company will be opened by default. The default account and password shall be the account and password of the Passenger’s DiDi Passenger - Taxi account.

1.3 The Passenger and any persons who use the Services shall be at least 18 years of age, or the age of legal majority in the Passenger’s jurisdiction (if higher than 18) or have full capacity to enter into a contract in accordance with the applicable regulation. In the event that any person allowed by the Passenger to receive the mobility services provided by Taxi Driver Partners does not have full capacity to enter into a contract or is a person with limited capacity to enter into a contract, such person must be accompanied by the Passenger, and the Passenger shall assume any liability and consequence arising from or in connection with these Terms and Conditions. The Passenger shall not assign or otherwise transfer the Passenger’s service account with the Company to any other person or entity.

2. Services

2.1 The Services are made available to the Passenger on the DiDi Passenger - Taxi. The Passenger may select and use the Services through the DiDi Passenger Taxi downloaded and installed on the Passenger’s mobile device. The Services enable the Passenger to arrange and request mobility Services conducted by the Appointed Taxi Driver Partner, who is not an employee, officer or representative of the Company.

2.2 The Passenger acknowledges that the Company does not provide mobility, logistics or delivery services, and that the Passenger’s ability to obtain mobility and/or logistic services through use of the Services does not establish the Company as a provider of mobility, logistics or delivery services or as a mobility carrier.

2.3 Unless otherwise agreed by the Company in a separate written agreement with the Passenger, the Services are made available solely for the Passenger’s personal, non-commercial use.

2.4 To use the Service, requires the Passenger to submit to the Company certain personal information. The Passenger agrees to maintain accurate, complete, and up-to-date personal information required by DiDi Passenger Taxi. In case of failure of maintaining such information as described, access or use of the Services may be affected.

3. Use of the Services

3.1 DiDi will use reasonable endeavors to make the Services available to the Passenger subject to the availability of Taxi Driver Partners at the time and place the Passenger makes the request.

3.2 DiDi will not be responsible for any losses or damages if the Passenger entrusts the Appointed Taxi Driver Partner to transport articles when the Passenger does not ride with the vehicle.

3.3 The Passenger shall not ride with hazardous articles or other articles prohibited or inappropriate articles as held by any applicable law, rule or regulation; otherwise, the Appointed Taxi Driver Partner has the right to refuse to provide the Service and the Passenger shall assume any consequence, liability and responsibility arising from carrying such articles.

3.4 The Passenger shall not behave in an uncivilized manner or in a way contrary to the moral and public order (including smoking, drinking alcohol, or other behavior) when using the Services and during the service rendered by the Appointed Taxi Driver Partner.

3.5 The Passenger shall not make or instruct Appointed Taxi Driver Partners to perform any behavior in violation of any traffic rule or other applicable law or regulation. In the event of administrative punishment, personal injury, traffic accident, vehicle damage or other losses arising out of Passenger carrying out the aforementioned prohibited behaviors, the Passenger shall compensate the party suffering losses.

3.6 The Passenger shall process, not publicize or disclose personal information of any other Passenger or Taxi Driver Partner accessed to when using the Services to any party for any purpose, unless for the purpose of the Services.

3.7 The Passenger is responsible for all activities that occur under the Passenger’s service account, and the Passenger agrees to maintain the security and confidentiality of the username and password of the Passenger’s service account at all times. Unless otherwise permitted by the Company in writing, the Passenger may only possess one service account.

3.8 By using the Services, the Passenger agrees that the Company may contact him/her by any means via any of the contact particulars that the Passenger has provided or on behalf of any other person in relation to the Passenger’s service account, including for marketing purposes.

3.9 The Passenger will use the Services only for personal use but not for obtaining business or commercial intelligence for self-benefit or that of third parties.

3.10 The collection and use of personal information in connection with the Services is described in the Privacy Policy of DiDi Passenger - Taxi, which is an integral part of these Terms and Conditions.

4. Warranties and Covenants

4.1 The Passenger warrants that the information provided by the Passenger to DiDi shall be true, accurate and complete. In connection with the Services, DiDi reserves the right to verify the Passenger’s information.

4.2 By using the Services or the DiDi Passenger - Taxi, the Passenger also agrees to the following:

a. the Passenger will use the Services or download the DiDi Passenger - Taxi for personal use and will not resell the same to any third party;

b. the Passenger will not use the Services or the DiDi Passenger - Taxi for any illegal purpose including, without limitation, transmitting or storing illegal materials or for fraudulent purposes;

c. the Passenger will not use the Services or the DiDi Passenger - Taxi to harass or obstruct others or cause inconvenience to others;

d. the Passenger will not affect the normal operation of the network;

e. the Passenger will not attempt to damage the Services or the DiDi Passenger- Taxi;

f. the Passenger will provide identity documentation as reasonably requested by DiDi;

g. the Passenger will conduct all the payments for the requested Services; and

h. the Passenger will comply with all applicable laws of the country/region, province and/or city in which the Passenger use the DiDi Passenger - Taxi or the Services.

4.3 It is the Passenger’s duty to keep all mobile device hardware or software upgraded to fit the then-current requirements of the DiDi Passenger - Taxi. The Company is not responsible for any problem that may arise when the Passenger uses any non-latest updated version of DiDi Passenger - Taxi, and/or uses DiDi Passenger - Taxi on any mobile device which does not comply with the then-current relevant requirements of DiDi Passenger - Taxi. The Passenger agrees that the Company may update the requirements of the mobile phone hardware and software of DiDi Passenger - Taxi from time to time.

5. Payment

5.1 The use of the Services will result in charges to the Passenger for the price of the mobility services received from the Appointed Taxi Driver Partner. The prices for such mobility services provided by the Appointed Taxi Driver Partner are set according to the local Laws and Authorities. These prices for mobility services may change from time to time. Advance tip payment is voluntary in all cases.

DiDi may periodically issue coupons to you via the DiDi Passenger. Use of such coupons would be treated as reduction to your trip fare.

5.2 After the Passenger has received the requested transport services through the use of the Services, DiDi will facilitate and enable its payment as a payment collection agent on behalf of the Appointed Taxi Driver Partner. Passenger´s payment for said services shall be considered the same as payment made directly to the Appointed Taxi Driver Partner for the mobility services. Therefore, DiDi will only act as a payment collection agent on behalf of the Appointed Taxi Driver Partner.

5.3 The Passenger shall promptly pay total charge of the order as presented by the DiDi Passenger - Taxi. If any charge is overdue, the Company shall have the right to refuse to provide the Passenger’ the Services.

5.4 The Passenger may make payment on the DiDi Passenger - Taxi via the Passenger’s 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 Passenger’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 Passenger has made the corresponding payment, DiDi may issue a summary of fares charged to the Passenger, as a payment receipt, which will not be considered as an invoice for any tax purposes.

5.6 The Passenger is able to manage the Passenger’s trip. The Passenger may check the status of the Passenger’s order on the DiDi Passenger - Taxi.

5.7 The Passenger shall check the Passenger’s actual payment amount of the order immediately after the completion of each order. If the Passenger has any objections to the payment amount, he/she shall contact DiDi immediately.

5.8 Telecommunications services and related fees, which may be incurred when using the DiDi Passenger - Taxi, are provided and charged by the telecommunication operators, not by DiDi.

6. Indemnification

6.1 By using the Services on the DiDi Passenger - Taxi, the Passenger agrees to indemnify DiDi for any and all claims, costs, compensation, losses, debts and expenses, including, without limitation, attorneys’ fees and litigation costs, arising from or in connection with the following events:

a. the Passenger violates or breaches any term of the Terms and Conditions or any applicable law and regulation (whether or not they are referred to herein);

b. the Passenger infringes any right of any third party;

c. the Passenger abuses DiDi Passenger - Taxi or the Services;

d. the Passenger causes damage to the vehicle or its internal equipment or to the Appointed Taxi Driver Partner due to gross negligence or willful misconduct

(hereinafter referred to as “Wrongful Act”).

7. Local Regulatory Restrictions

DiDi Passenger - Taxi does not direct or lead any person to access DiDi Passenger - Taxi in any jurisdiction where (because of nationality, residence or otherwise) the access to or availability of DiDi Passenger – Taxi is prohibited or which would be subject to any restriction, including registration or other requirements within such jurisdiction. DiDi reserves the right to limit the access to DiDi Passenger - Taxi to any such person. Anyone who accesses DiDi Passenger - Taxi in such jurisdiction does so on his/her own initiative and is responsible for compliance with applicable local laws and regulations. DiDi will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with use by a person in a jurisdiction where the access to or availability of DiDi Passenger - Taxi is prohibited or subject to any restriction. If in doubt, the Passenger should seek independent legal advice.

8. No Warranties

8.1 DiDi Passenger - Taxi is provided “as is”. No warranty is given expressly or implied in respect of DiDi Passenger - Taxi and in the material published on DiDi Passenger - Taxi, including without limitation the content.

8.2 Except as expressly set out in the Terms and Conditions, all warranties, conditions and representations expressed or implied by statute or otherwise indicated by DiDi (including, without limitation, warranties as to satisfactory quality, fitness for purpose or skill and care) are hereby excluded by this article if permitted by law.

9. Limitation of DiDi’s Responsibility

9.1 The information provided and Services recommended to the Passenger on DiDi’s websites or DiDi Passenger - Taxi is for the Passenger’s reference only. DiDi will use reasonable endeavor to ensure the accuracy of such information, provided that DiDi does not warrant that such information is free from any error, defect, malicious software or virus.

9.2 DiDi shall not be liable for any damage resulting from the use of (or any inability to use) DiDi’s websites or DiDi Passenger - Taxi. In addition, DiDi shall not be liable for any damage resulting from the use of (or any inability to use) the electronic communication tools of DiDi’s websites or DiDi Passenger - Taxi, including, without limitation, any damage caused by transmission failure, Internet disfunction or delay of electronic communication, interception or manipulation of electronic communication by a third party or computer program used for electronic communication and virus transmission, power failure, strikes or any other labor dispute, riot, insurrection, upheaval, earthquake, fire, flood, storm, explosion, war, government act, order from judicial or administrative authorities, or any other force majeure event or third party omission.

9.3 DiDi shall not be liable for any indirect, incidental, special, exemplary, punitive, moral or consequential damage, including loss of profits, lost data, or property damage related to, or otherwise resulting from any use of the Services, regardless of the negligence (either active, affirmative, sole, or concurrent) of DiDi, even if DiDi has been advised of the possibility of such damages.

9.4 DiDi does not undertake with respect to the accuracy, completeness, adequacy and reliability of the information and content contained on DiDi Passenger - Taxi or DiDi’s websites, including but not limited to texts, pictures, data, opinions, webpages or links, despite its efforts to provide accurate and exhaustive information to the extent possible. DiDi does not assume any liability for any error or omission and does not make any express or implied warranty.

9.5 The Passenger understands and acknowledges that when the Passenger requests the Services on the DiDi Passenger - Taxi, the Company conducts big data information processing on the backend based on such request and provides information on available Taxi Drivers Partners to the Passenger’s mobile device, after which the successfully matched Taxi Driver Partner, the Appointed Taxi Driver Partner, provides offline transportation services to the Passenger.

9.6 In no event shall the Company’s total liability to the Passenger in connection with the Services for all damages, losses and causes of action exceed the equivalent to five hundred US dollars ($500) unless required by law.

10. Authorization and License

10.1 Subject to the Passenger’s compliance with the Terms and Conditions, DiDi grants to the Passenger a limited, non-exclusive and non-transferable license to download and install a copy of the application on a single mobile device that the Passenger owns or controls to run such copy of the application solely for the Passenger’s own personal use.

10.2 The Passenger shall not: (1) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the services or applications in any way; (2) modify or create derivative works based upon the Services or applications; (3) create Internet “links” to the Services, or “frame” or “mirror” any application on any other server or wireless or Internet-based device; (4) reverse engineer or access the applications in order to design or build a competitive product or service, design or build a product using similar ideas or graphics to the Services or applications, or copy any ideas, features, functions or graphics of the Services or applications; or (5) launch an automated program or script, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Services or applications.

10.3 Furthermore, the Passenger shall not: (1) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (2) send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material which violates third party privacy rights; (3) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (4) interfere with or disrupt the integrity or performance of DiDi’s websites, applications or Services or the data contained therein; or (5) attempt to gain unauthorized access to DiDi’s websites, applications, Services or related systems or networks.

10.4 DiDi shall have the right to investigate and execute all claims and rights that the law and these Terms and Conditions grant DiDi, in case of any breach of the obligations set forth above. DiDi may participate in, and assist law enforcement authorities with, lawsuits against any Passenger who has breach the Terms and Conditions. If DiDi finds that any content breaches the Terms and Conditions or otherwise prejudices DiDi’s websites, DiDi Passenger - Taxi and/or the Services or applications therein, DiDi reserves the right to delete, or prohibit access to, such content at any time without further notification.

11. Intellectual Property Policy

11.1 DiDi and its affiliates own the intellectual property rights of all content distributed on DiDi Passenger - Taxi, including, without limitation, software provided and related products or services, and such intellectual property rights are protected by laws. The absence of a statement of ownership in certain content does not constitute the failure of DiDi to be entitled thereto or assert the rights thereto, and the Passenger shall respect the legitimate rights and interests of the right holder and lawfully use such content in accordance with laws, regulations and the principle of good faith.

11.2 Without the written consent of DiDi, no entity or individual shall use, make copies of, modify, take extracts from, bundle with other products for use or sale, link or transmit via hyperlink, store in an information retrieval system or use for any other commercial purposes any part of the aforesaid software, products, services, information or words in any way for any reason, except for downloading or printing for non-commercial personal use provided that no modification shall be made thereto and the statement of copyright or other ownership contained therein shall be retained.

11.3 The trademarks and logos (hereinafter collectively referred to as the “Trademarks”) used and displayed in such software shall be the registered and unregistered Trademarks of DiDi and its affiliates protected by laws. No person shall use any content of such software, “DiDi”, “DiDi Chuxing”, “DiDi Hailing” and similar names as well as related Trademarks in any manner without the written consent of DiDi.

11.4 If the Passenger prints off, copies, downloads, modifies or links any part of the content available via the websites or the applications in breach of the Terms and Conditions, the Passenger’s right to use the Company websites and applications may be ceased immediately and the Passenger must, at the Company’s discretion, return or destroy any copies (electronic or otherwise) of the materials the Passenger have made.

12. Third Party Links and Services

12.1 While using relevant websites and applications, DiDi may from time to time provide the Passenger with links to websites owned and controlled by third parties to facilitate the Passenger’s communication with, purchase products or services from, or participate in promotional activities offered by, such third parties. By clicking such links, the Passenger will leave DiDi’s websites or DiDi Passenger - Taxi and visit websites hosted by such third parties which are beyond DiDi’s control and have formulated their own terms, conditions and privacy policies and may apply to Passenger’s use of such third-party services. Therefore, DiDi does not endorse the content and activities of such websites, nor shall DiDi assume any obligation or liability. The Passenger shall fully understand the content and activities of such websites and solely bear the legal liability and risks arising from the Passenger’s browsing or access to such websites.

13. Term

13.1 The Terms and Conditions between the Passenger and DiDi shall have an indefinite term.

13.2 In the event that the Company determines or believes that the Passenger has committed a Wrongful Act, the Company reserves the right to immediately take actions as it deems appropriate, including but not limited to terminating the Terms and Conditions with the Passenger and stopping the provision of the Services to the Passenger as the case may require. Wrongful Act may lead to the following actions:

a. The Company shall have the right to seek for recovery or indemnification from the responsible party any portion exceeding the amount that is required to be indemnified under law, as well as to take action against infringing parties or breaching parties.

b. The Passenger shall have the right to terminate the use of Services at any time by cancelling the Passenger’s user account at any time according to the instructions posted on DiDi’s websites. After termination, the Passenger will not be able to use DiDi Passenger - Taxi and Services therein until the Passenger re-register and re-install DiDi Passenger - Taxi successfully.

13.3 Although DiDi terminates the Terms and Conditions, the Passenger shall comply with its payment obligations and shall be responsible for any damage or harm that might derive from such breach.

13.4 Except as otherwise required by applicable laws or set forth in these Terms and Conditions, DiDi is not obligated to provide advance notice of termination of the Terms and Conditions. After termination, DiDi will give the relevant notice in accordance with the Terms and Conditions.

14. Force Majeure

In case of a force majeure event, the affected party may temporarily suspend the performance of its obligations hereunder until the effect of such force majeure event ceases and shall bear no liability for breach of contract; provided, however, that such party shall use its best efforts to resolve such event and mitigate losses. Force majeure means any unforeseeable or unavoidable (even if foreseeable) event beyond the control of the parties which prevents, affects or delays a party’s performance of all or part of its obligations hereunder. Such events include but not limited to earthquake, war, modification of government law, regulation or policy, computer virus, hacker attack or suspension of Services provided by telecommunication agencies.

15. Miscellaneous

15.1 If any court or competent authority finds that any provision of the Terms and Conditions (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms and Conditions shall not be affected. The Terms and Conditions constitute the entire agreement between the parties relating to its subject matter and supersede and extinguish all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter. In these Terms and Conditions, the words “including” and “include” mean “including, but not limited to.”

15.2 DiDi may give a notice by posting a general notice on DiDi’s website and/or DiDi Passenger - Taxi or by sending an e-mail or text message to the e-mail address or mobile phone number registered in the Passenger’s account information. The notices, which may be posted from time to time, constitute a part of the Terms and Conditions.

15.3 The Passenger shall not assign any rights under the Terms and Conditions without DiDi’s prior written consent.

16. Other Applicable Terms

The Terms and Conditions refer to the following additional terms, which also applies to the Passenger’s use of the Company websites, content, products, Services and applications and which, by using, the Passenger agrees to comply with:

i. The Privacy Policy of DiDi Passenger - Taxi sets out the terms on which the collected or provided personal data and other information from the Passenger shall be handled.

17. Governing Law

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

In the event of a dispute regarding the Services, the Passenger shall first seek settlement of the disputes by referring the dispute to DiDi via DiDi Passenger - Taxi. DiDi will investigate the matter and use its best endeavors to resolve the disputes upon receiving the notice. If the Parties are unable to resolve the dispute in good faith, such dispute shall be resolved by arbitration pursuant to the terms set forth below.

Any conflict, claim or controversy arising out of or in connection with the breach, termination, performance, interpretation or validity of these Terms and Conditions or the use of DiDi’s websites or DiDi Passenger - Taxi shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the SIAC for the time being in force, which rules are deemed to be incorporated by reference in this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Singapore. The language to be used in the arbitral proceedings shall be English. The decision of the arbitrator shall be final and binding on the Parties, save in respect of manifest error. The costs of the arbitrator shall be borne equally between the Parties or as the arbitrator otherwise directs. The Passenger hereby expressly and irrevocably waives his right to submit the dispute to the courts or arbitral tribunals of any other jurisdiction.

18. Survival

Even if the Terms and Conditions are terminated or annulled, the clauses regarding Passenger’s liabilities for breach, intellectual property, confidential obligation of the Passenger, governing law and jurisdiction shall survive.