Driver Onboarding & Services Agreement

1. Definitions & Parties

• Platform / RidePickup: the RidePickup brand, online platform, website (ridepickup.com), and related service systems owned and operated by HUIWANLI LLC. “RidePickup” is a brand and platform name only and is not a separate legal entity, company, or legal person; the party that contracts and bears obligations under this Agreement is HUIWANLI LLC, and references to the “Platform,” “RidePickup,” or “we” in this Agreement mean HUIWANLI LLC.
• Driver / You: an independent service provider who submits an onboarding application, displays a profile, and accepts orders through the Platform.
• Customer: a passenger who places and pays for an order through the Platform.
• Order: a ride request submitted by a customer through the Platform; an order may be in various states, such as authorized, matching, accepted by a driver, successfully captured, completed, or cancelled.
• Technology & Service Fee: the fee charged to the Driver for the Platform’s display, matching, and payment-settlement services.

This Agreement, together with the Driver Safety & Liability Commitment, the Terms of Service, the Refund Policy, and the Privacy Policy, together with the Payment, Settlement, Refund & Chargeback Rules (a payment schedule forming part of this Agreement), forms the complete agreement between you and the Platform.

2. The Platform’s Role

The Platform is a technology and information service provider, with a role limited to:

• providing your online profile and displaying your information so customers can find and choose you;
• receiving customer ride requests and displaying, pushing, or matching orders to suitable drivers;
• providing the technology for online payment and settlement of customer orders;
• providing order-related communication (SMS, email, in-app notices) and operational support.

3. Relationship: Independent Contractor

• You use the Platform and provide services as an independent contractor, operating your own business at your own profit and risk.
• There is no employment, labor-dispatch, partnership, or joint-venture relationship between you and the Platform; other than the limited collection-agent authority you grant the Platform for orders you have accepted (see Section 6), there is no general agency relationship either, and that limited authority does not change your status as an independent contractor. The Platform pays you no wages, provides no employee benefits, and does not withhold income or payroll taxes for you.
• You are not a representative or agent of the Platform and have no authority to make commitments, sign contracts, or create obligations in the Platform’s name.
• You decide your own working hours, the number of orders you take, and how you provide service, and you bear your own operating costs (vehicle, fuel, maintenance, insurance, parking, fines, taxes, etc.).
• You may provide services on other platforms or channels; the Platform requires no exclusivity.

4. Driver’s Discretion

As an independent contractor, you retain full discretion over every order:

• you may accept or decline any order displayed, pushed, or matched to you, without giving a reason;
• you decide how to perform any accepted service, including route, vehicle choice, and on-site handling and communication with the customer;
• you decide which cities, hours, and service types you will serve;
• the standard price shown by the Platform is a uniform quote set for transaction convenience; you decide whether to take an order at that price, and accepting an order means you agree to that order’s price and terms.

5. Driver’s Commitments & Obligations

You understand and commit that:

• Accurate information: the name, photo, vehicle, contact details, and service scope you submit are true, accurate, and lawful, and you will keep them updated when they change or expire.
• Compliance is your responsibility: you independently comply with all applicable traffic, business-operation, and tax laws in your state, city, and jurisdiction, and you independently determine, obtain, and maintain the driver license, vehicle registration, insurance, and (where applicable) operating permits required to provide ride services. You represent and warrant that, during the acceptance and performance of orders, you, the actual driver, the vehicle, and the insurance meet the requirements of applicable law and of the order’s location, and you will provide supporting documentation upon the Platform’s request; the consequences are yours to bear. The Platform may, for account, payment, customer-safety, order-eligibility, or risk-management purposes, require you to submit information and conduct a formal (facial) check of it; the Platform’s receipt, retention, or formal check does not constitute any guarantee of your qualifications, insurance, vehicle condition, or actual service safety.
• Insurance: you maintain valid vehicle insurance appropriate to the services you provide.
• Safety: you are responsible for driving safety, vehicle condition, and the safety of customers’ persons and property throughout the service; you will not drive fatigued or impaired, overload, or do anything that endangers safety.
• Taxes: you independently report and pay taxes on income earned through the Platform.
• Lawful operation: you will not use the Platform for anything illegal, fraudulent, harassing, discriminatory, or harmful to customers; you will not bypass the Platform to deal privately with customers in order to avoid the technology and service fee (for orders matched by the Platform).
• Account security: you safeguard your login credentials; any action taken with your account is deemed your own.

6. Orders, Pricing & Settlement

• What customers see when ordering online is a fixed price (flat rate, no bidding), paid or authorized online at the time of order through a third-party payment provider (Stripe).
• Limited collection-agent authorization: you authorize HUIWANLI LLC to act as your limited collection agent, solely for orders you have accepted, to receive on your behalf the payment the customer makes for that order.
• “Authorization” is not “payment.” A customer’s valid payment authorization only means the customer agrees that, once the order meets the capture conditions, the Platform may initiate the charge under the order rules; it does not by itself constitute completed payment. Only after a driver accepts the order and the Platform successfully captures the charge does the Platform handle settlement of that successfully captured amount as the driver’s limited collection agent; as to that captured amount, the customer is deemed to have satisfied its payment obligation to that driver. If no driver accepts, the order times out or is cancelled, or the charge is not successfully captured, the Platform will cancel or release the authorization under the payment provider’s rules; the driver may not claim duplicate payment from the customer for amounts not successfully captured, unless the parties separately reach an independent, lawful, and explicit arrangement outside the Platform.
• To support matching methods such as first-come-first-served, the Platform may authorize and hold the customer’s payment before an order is matched; the payment is captured after a driver accepts, and after the trip is completed, your net amount (after deduction of the Platform’s technology and service fee) settles to your connected Stripe payout account. If no driver accepts or the order times out, the authorization is released and no charge occurs.
• You understand that settlement depends on the processing times and rules of the third-party payment provider (Stripe); you must complete the setup and identity verification of your payout account, or settlement may be affected.
• The specific rate of the technology and service fee, the timing of capture and settlement, and the handling of refunds/chargebacks are set out in the Payment, Settlement, Refund & Chargeback Rules attached to this Agreement, and prevail per the fee disclosure you confirm at onboarding or as otherwise agreed in writing. The Platform may adjust the rate from time to time; any new technology and service fee rate applies only to orders accepted on or after its effective date and does not retroactively adjust orders already accepted.
• Adjustments arising from chargebacks, fraud, refunds, or incomplete trips are handled under the rules of the Platform and its payment providers and the Refund Policy; the Platform may offset or recover in settlement only amounts related to that order or to a specific dispute.

7. Cancellations, Changes & Refunds

• Customer cancellations, changes, and refunds are governed by the Platform’s Refund Policy; you will cooperate with the Platform in handling such orders accordingly.
• You will provide service as agreed for orders you accept; if force majeure or a legitimate reason genuinely prevents performance, notify the Platform as early as possible so that, with the customer’s consent, the Platform may re-issue the order invitation to other available service providers and reduce the customer’s loss.
• Frequent no-shows, lateness, or unilateral abandonment of orders without good cause may lead the Platform to adjust your display or matching, or to suspend or terminate your account.

8. Allocation of Liability & Indemnification

Because the actual transportation is provided by you as an independent contractor, liability is allocated as follows:

• Service-related liability is borne by you. To the extent permitted by law, you are responsible for traffic accidents, personal injury, death, property loss, lost luggage, fines, customer disputes, and third-party claims caused by you, the actual driver, the vehicle, the insurance, your driving conduct, your performance of the service, or your violation of law or of this Agreement.
• Qualification and compliance liability is borne by you. Any consequence arising from your lack of lawful qualifications, lapsed or absent insurance, or violation of law is borne by you alone, and the Platform bears no joint, substitute, or supplementary liability.

The foregoing allocation of liability and indemnification does not exclude any liability that cannot be excluded or limited under applicable law. Nothing in this Agreement is intended to relieve the Platform of liability for its own fraud, willful misconduct, gross negligence, or any liability that applicable law expressly provides cannot be waived; to that mandatory extent, such liability remains as provided by law.

9. Disclaimers & No Warranty

The Platform provides its technology services on an “AS-IS” and “AS-AVAILABLE” basis, with no express or implied warranty, including without limitation that:

• it will match you with orders at any given time or place, or bring you any particular volume of orders, income, or business benefit;
• the Platform will be uninterrupted, error-free, or without delay, or that third-party payment/notification services will always be available;
• customer information is accurate, or that customers are able to pay or will behave in any particular way;
• it is responsible for the conduct of customers, other drivers, or any third party.

10. Limitation of Liability

To the maximum extent permitted by applicable law, and under any legal theory, the Platform (HUIWANLI LLC) shall not be liable for any indirect, incidental, special, consequential, or punitive damages (including lost profits, lost revenue, loss of goodwill, or loss of data) arising out of this Agreement or your use of the Platform. In any event, the Platform’s total aggregate liability for all claims shall not exceed the total technology and service fees you actually paid to the Platform in the three (3) months before the event giving rise to the claim, or USD 100, whichever is greater.

11. Display, Intellectual Property & Data

• You authorize the Platform to display, use, and carry out necessary technical processing of the name, photo, vehicle information, bio, and service-related content you submit, free of charge and within the scope of providing the services, for display and matching to customers.
• The RidePickup brand marks, website interface, copy, graphics, code, and databases are the intellectual property of the Platform or its licensors; you may not copy, scrape, reproduce, or use them commercially without written authorization.
• The Platform’s collection and processing of your information is governed by the Privacy Policy.

12. Confidentiality

Customer personal information you obtain through the Platform (name, phone, address, itinerary, etc.) may be used only to complete the corresponding order. It may not be used for marketing, resale, harassment, or any purpose unrelated to that order, and must be handled properly after the service is complete and not disclosed to unrelated third parties.

13. Term & Termination

• This Agreement takes effect when you submit your onboarding application and check the agreement boxes, and remains in effect while you use the Platform.
• You may stop using the Platform at any time and request account closure; any unsettled funds from compliant orders settle under the existing rules.
• The Platform may, on reasonable judgment, suspend or terminate the display and services of any account that breaches this Agreement, abuses the Platform, or poses risk to customers or other drivers, and in serious cases may do so without prior notice.
• Termination does not affect rights and obligations that arose before termination, or provisions that by their nature survive, such as Sections 8, 10, 12, and 15.

14. Breach & Account Action

If you breach this Agreement or any applicable law, the Platform may take one or more of the following measures as appropriate: reduce or suspend your display and matching, or suspend or terminate your account; and offset or recover in settlement amounts for refunds, chargebacks, customer claims, or provable actual losses related to a specific order or dispute. The Platform will not withhold settlement of other orders unrelated to the dispute as a penalty for breach.

15. Disputes & Governing Law

This Agreement is governed by and construed under the laws of the State of California, USA (excluding its conflict-of-laws rules). Any dispute arising out of this Agreement or your use of the Platform shall first be resolved through good-faith negotiation; if negotiation fails, either party may bring suit in a court of competent jurisdiction where the Platform is located.

To the extent permitted by law, the parties agree to assert claims in their individual capacity and not as part of a class action. This paragraph does not affect any right that cannot be waived under law, including, without limitation, your standing to bring a representative claim under the California Private Attorneys General Act (PAGA), and your right to file complaints with, report to, or cooperate with government agencies.

16. Changes to this Agreement

The Platform may revise this Agreement from time to time. The revised Agreement will be posted on this site with an updated “Last updated” date. Continuing to use the Platform or accept orders after a revision takes effect constitutes acceptance of the new version. If you disagree, you should stop using the Platform immediately and may request account closure.

17. Miscellaneous

• Entire Agreement: this Agreement, together with the policies it references, constitutes the entire agreement between the parties on onboarding and order acceptance, superseding all prior contrary oral or written understandings.
• Severability: if any provision is held invalid or unenforceable, the remaining provisions remain in effect.
• No waiver: the Platform’s failure or delay in exercising any right is not a waiver.
• Language versions: this Agreement is provided in English and Chinese; in case of ambiguity, the interpretation that best reflects the parties’ true intent and does not violate applicable law prevails.

18. E-Signature & Acknowledgment

Checking “I have read and agree to the Driver Onboarding & Services Agreement” on the application page and typing your legal name as your e-signature constitutes your valid electronic signing and acknowledgment of this Agreement, with the same legal effect as a handwritten signature. The Platform will record the time of your confirmation and related information.