Terms and Conditions

Welcome to Hubryde, operated by Hubryde Limited (“us,” “our”, “we,” the “Company” or “Hubryde”).

By visiting and signing up on our website and mobile application (collectively, “Services” or “Platform”), you accept our terms and conditions of service.

1. Introduction

Hubryde is a transportation-technology company leveraging innovative technologies to solve mobility problems, through her web and mobile applications. The company employs the use of transportation models such as ridesharing, carpooling, park, and ride in solving global mobility problems specifically in urban settlements.

By signing up on our platform, you agree to use and pay for Hubryde transportation services through our web and mobile applications.

1.1 Purpose

We offer a smart mobility service. As our User, we would ensure that we provide top-notch, global- standard transportation services and manage all stakeholder across our value chain. By using our website and mobile applications, you enter into a series of legally binding agreements. You also agree to our Privacy Policy which covers how we collect, use, share and store your personal information.

1.2 Agreement

When you visit our website at www.hubryde.com and/or our mobile applications ("our website" (which includes our social media platforms and blog page), "our mobile app" or “Hubryde") as a User and Client, you're agreeing to be bound by the following Terms and Conditions.

Please therefore, take the time to read the following binding Terms and Conditions below.

For the purpose of this agreement a “User” is an individual who uses our website or mobile application to access, use and pay for Hubryde transportation services, and a “Client” is an individual who signs up on our website or mobile application to examine our service. This Agreement, as well as the Privacy Policy applies to both Users and Clients. If you decide to become a User, you will be subjected to these Terms and Conditions, our Privacy Policy, and any additional terms to which you agree when you create your account and fund your wallet and/or book/request a ride.

2. Obligations

You must be a matured adult (age 18 and above) to access our website or mobile applications.

2.1 Eligibility

Hubryde is intended solely for matured adults, mostly based in Sub-Saharan Africa; any attempt to violate the use of Hubryde by anyone who is unauthorized, unlicensed, and in violation of these Terms and Conditions would lead to forfeiture of his/her Hubryde account and/or legal action taken accordingly. By accessing or using Hubryde, you represent and warrant that you are a matured adult.

2.2 Your Access

In order to access certain features of Hubryde, you must create an account ("User Account") on our web or mobile application. When you register, you will be asked to choose a password, which you will be required to use to access your User Account. Hubryde has physical, electronic, and procedural safeguards that comply with regulatory standards to guard Users' and Clients' non- public personal information (see Privacy Policy). You are responsible for safeguarding your password and other User Account information. You agree not to disclose your password to any third party, and you will notify Hubryde immediately if your password is lost or stolen or if you suspect any unauthorized use of your User Account. As a User you agree that you shall be solely responsible for any activities or actions under your User Account, whether or not you have authorized such activities or actions. You agree that the information you provide to us on account registration through our website or mobile applications will be true, accurate, current, and complete. If you wish to develop enhancements to the Hubryde service, then you must do so via our "Partner Program" API. As used in these Terms, "APIs" means application programming interface and associated tools and documentation that provide access to certain data displayed on our website or in our mobile applications. Access to our APIs requires you meet our Partner Program eligibility criteria and enter into a signed partnership agreement with Hubryde. You may not scrape or copy information through any means (including crawlers, browser plugins and add- ons, and any other technology or manual work) please contact [email protected] for more information.

2.3 Alerts, Notifications and Service Communications

By creating a User Account, you automatically sign up for various types of alerts via SMS, e-mail, and in-app notification. We never include your password in these communications, but we may include your name, or email address and information about your portfolio(s) if you are a User. Anyone with access to your e-mail or mobile device will be able to view these alerts. You may unsubscribe from marketing-oriented emails at any time.

3. Disclaimer and Limit of Liability

3.1 Disclaimer

Hubryde provides the transportation service on an “as is” and “as available” basis and to the extent permitted by applicable law, grants no warranties of any kind, whether express, implied, statutory,

or otherwise with respect to the satisfactory quality of the service, availability and/or arrival time of buses at specified or any bus stop, availability of Hubryde representatives (Driver or FLA) at specified or any bus stop, and time of arrival to destination. Hubryde grants no warranties relating to Hubryde's website, mobile application, content and/or user information, including without limitation the warranties of title, merchantability, fitness for a particular purpose, non-infringement of proprietary rights, course of dealing or course of performance.

Hubryde does not represent or warrant that:

a) the service will be uninterrupted or hitch-free,

b) the vehicle will arrive on time at any specified bus stop,

c) the Driver, FLA and/or other Users (passengers) will be of best conduct during the trip,

d) notification on absence of the vehicle, Driver or FLA for operation will be communicated;

e) any information you obtain on or through the service will be accurate,

f) the availability, security, accuracy, reliability, timeliness, and performance of Hubryde’s website, mobile application, content and/or user information,

g) that Hubryde’s website or mobile application will be error-free or that any errors will be corrected,

h) that Hubryde’s website or mobile application will be free from electronic viruses; or

i) regarding the performance of or accuracy, quality, completeness, or usefulness of any information provided by hubryde on its website and/or mobile application including but not limited to information obtained through social media.

Hubryde takes no responsibility for any contractual agreement between the User and any third- party individual or group. Your use of Hubryde transportation service is at your own discretion and risk. Hubryde cannot be held responsible for any industry-wide transport information or recommendations provided to users.

3.2 For a User

You understand and acknowledge that the mobility/transportation information and service you could be provided by Hubryde cannot be guaranteed and that Hubryde cannot be held responsible for any claim. Your decision to engage our transportation-technology services are subject to your explicit enrollment and acceptance of this Terms and Conditions. You agree and understand that your use of Hubryde is for transportation purposes only and is not intended to provide legal, tax or financial planning advice. Hubryde will not be liable for decisions/actions you take or authorize third parties to take on your behalf based on information you receive as a User of Hubryde or information you otherwise see on our website.

3.3 Limitation of Liability

In no event shall Hubryde or any of its officers, directors, employees, or agents be liable to you for any damages whatsoever, including without limitation indirect, incidental, special, punitive, or consequential damages, arising out of or in connection with your use of Hubryde’s transportation

services, content and/or user information, including but not limited to the quality, accuracy, or utility of the information provided as part of or through Hubryde or for any transportation decisions made on the basis of such information, whether the damages are foreseeable and whether or not Hubryde has been advised of the possibility of such damages. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction and in no event shall Hubryde’s cumulative liability to you exceed NGN500.

4. Termination

Each of us can end this agreement at any time, subject to payment for all rides taken, irrespective of the balance left in your Hubryde wallet. You may request termination of your User Account at any time and for any reason by sending an email to [email protected] We may terminate or suspend your access to our website, mobile application and/or transportation services, in our sole discretion, at any time for any reason without notice to you. Further, if we believe, in our sole discretion, that a violation of these Terms and Conditions has occurred, we may take any other corrective action we deem appropriate. We may inform any third-party to which you are accountable of your conduct. We reserve the right to investigate suspected violations of these Terms and Conditions. We may seek to gather information from a User who is suspected of violating these Terms and Conditions (or from any other user) and you agree to provide us with such information. You agree not to create another account if we have already terminated your account unless you have our permission.

We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone breaching, posting, publishing, or otherwise making available any User information, emails, or other materials that are believed to violate these Terms and Conditions. Any suspension, termination, or cancellation shall not affect your obligations to Hubryde under these Terms and Conditions (including but not limited to ownership, indemnification, and limitation of liability), which by their sense and context are intended to survive such suspension, termination, or cancellation.

5. Dispute Resolution

Except where prohibited by applicable law:

The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof), or the Service, regardless of the date of accrual shall be BINDING ARBITRATION administered by Lagos Court of Arbitration (LCA) except as modified by our Arbitration Procedures. The one exception to the exclusivity of arbitration is that either party has the right to bring an individual claim against the other in a court of competent jurisdiction, or, if filed in arbitration, the responding party may request that the dispute proceed before an arbitrator. You agree that you will not under any circumstances commence, maintain, or participate in any class action, class arbitration, or other representative action or proceeding against Hubryde.

By accepting this Agreement, you agree to the Arbitration Agreement in this Section 5. In doing so, BOTH YOU AND HUBRYDE GIVE UP THE RIGHT TO GO TO COURT to assert or defend any claims between you and Hubryde. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING.

If you assert a claim against Hubryde, your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY, and the arbitrator shall determine all claims and all issues regarding the arbitrability of the dispute. The same is true for Hubryde. Both you and Hubryde are entitled to a fair hearing before the arbitrator. The arbitrator can generally grant the relief that a court can, including the ability to hear a dispositive motion (which may include a dispositive motion based upon the parties’ pleadings, as well as a dispositive motion based upon the parties’ pleadings along with the evidence submitted), but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

The Jurisdiction and Venue provisions in Sections 5.1 and 5.2 are incorporated and are applicable to this Arbitration Agreement.

As you decide whether to agree to this Arbitration Agreement, here are some important considerations:

Arbitration is a process of private dispute resolution that does not involve the civil courts, a civil judge, or a jury. Instead, the parties’ dispute is decided by a private arbitrator selected by the parties under the Arbitration and Conciliation Act (Chapter 18, Laws of the Federation of Nigeria 2004). Arbitration does not limit or affect the legal claims you as an individual may bring against Hubryde. Agreeing to arbitration will only affect where those claims may be brought and how they will be resolved.

Arbitration is generally considered to be a more rapid dispute resolution process than the judicial system, but that is not always the case. The Arbitrator will typically determine whether Hubryde or you will be required to pay or split the cost of any arbitration with Hubryde, based on the circumstances presented.

You will be precluded from bringing any class or representative action against Hubryde, and you will also be precluded from participating in any recovery resulting from any class or representative action brought against Hubryde.

Whether to agree to this arbitration agreement is an important decision. It is your decision to make, and you should take care to conduct further research and to consult with others — including but not limited to an attorney — regarding the consequences of your decision, just as you would when making any other important business or life decision.

5.1 Governing Law

Except where our arbitration agreement is prohibited by law, the laws of the Federal Republic of Nigeria, without regard to its conflict of laws rules, shall apply to any disputes arising out of or relating to this Agreement, the Service, or your relationship with Hubryde. Notwithstanding the foregoing, the Arbitration Agreement in Section 5 above shall be governed by the Arbitration and Conciliation Act.

5.2 Venue

All claims arising out of or relating to this Agreement, to the Service, or to your relationship with Hubryde that for whatever reason are not submitted to arbitration will be litigated exclusively in the federal or state courts of Lagos State, Nigeria. You and Hubryde consent to the exercise of personal jurisdiction of courts in Lagos State and waive any claim that such courts constitute an inconvenient forum.

5.3 Indemnity by You

You agree, to the extent permitted under applicable law, to indemnify, defend and hold harmless Hubryde, our affiliates, and our respective officers, directors, agents, and employees from and against any and all complaints, demands, claims, damages, losses, costs, liabilities, and expenses, including attorney’s fees, due to, arising out of, or relating in any way to your access to or use of the Service, or your breach of this Agreement.

6. Hubryde "Dos" and “Don'ts”

Hubryde grants you a license to use our website, mobile application, and transportation services so long as you comply with all our rules.

6.1 Dos: You agree you will:

1. Comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements;

2. Provide accurate information to us, whether reported directly or through a third party who you authorize, and keep it updated;

3. Submit to the direction of any of Hubryde’s officers, directors, employees, or agents solely for the use of Hubryde transportation services;

4. Obey all the Terms and Conditions as stated herein;

5. Use the services solely for your personal, non-commercial use;

6. Use your real name on your profile and keep your password confidential;

7. Use the Services in a professional and coordinated manner.

6.2 Don’ts: You agree you won't:

1. Circumvent, steal, disobey, disrespect, disregard, defame, harass, misbehave, use derogatory words to describe Hubryde, the transportation service, the brand or any of Hubryde’s officers, directors, employees, or agents;

2. Intrude on the privacy of any of Hubryde’s officers, directors, employees, or agents;

3. Disrespect, harass, insult, disobey the Driver and FLA during the course of the trip or your use of Hubryde transportation services;

4. Disable, or otherwise interfere with security-related features of Hubryde or features that prevent or restrict use or copying of any content, design, process, procedure, or User information;

5. Upload, email, transmit, provide, or otherwise make available:

a) any User information which you do not have the lawful right to use, copy, transmit, display, or make available (including any User information that would violate any confidentiality or fiduciary obligations that you might have with respect to the User information); or

b) any User information that infringes the intellectual property rights of, or violates the privacy rights of Hubryde’s officers, directors, employees, or agents, any third-party (including without limitation copyright, trademark, patent, trade secret, or other intellectual property right, moral right, or right of publicity); or

c) unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation; or

d) any personal information that is unlawful, obscene, harmful, threatening, harassing, defamatory, or hateful, or that contain objects or symbols of hate to Hubryde’s officers, directors, employees, or agents, invade the privacy of any of Hubryde’s officers, directors, employees, agents or third-party, or contain nudity, are deceptive, threatening, abusive, inciting of unlawful action, or are otherwise objectionable in the sole discretion of Hubryde; or

e) any personal information that contains software viruses or any other computer code, files, or programs designed to (i) interrupt, destroy, or limit the functionality of any computer software; or (ii) interfere with the access of any user, host, or network, including without limitation overloading, flooding, spamming, mail-bombing, or sending a virus to Hubryde; or

f) any personal information that includes code that is hidden or otherwise surreptitiously contained within the User information;

g) use any meta tags or other hidden text or metadata utilizing a Hubryde name, trademark, URL, or product name;

h) forge any TCP/IP packet header or any part of the header information in any posting, or in any way use Hubryde to send altered, deceptive, or false source- identifying information;

i) interfere with or disrupt (or attempt to interfere with or disrupt) any Hubryde web page, server, or network, or the technical delivery systems of Hubryde's providers, or disobey any requirements, procedures, policies, or regulations of networks connected to Hubryde;

j) attempt to probe, scan, or test the vulnerability of any Hubryde system or network or breach or impair or circumvent any security or authentication measures protecting Hubryde;

k) attempt to decipher, decompile, disassemble, or reverse-engineer any of the software used to provide Hubryde services;

l) attempt to access, search, or meta-search Hubryde or content thereon with any engine, software, tool, agent, device, or mechanism other than software and/or search agents provided by Hubryde or other generally available third- party web browsers, including without limitation any software that sends queries to Hubryde to determine how a website or web page ranks;

m) violate the terms of service or any other rule or agreement applicable to you or Hubryde's inclusion in, reference to, or relationship with any third party or third-party site or service, or your use of any such third-party site or service;

n) collect or store personal information about other users without their express permission;

o) impersonate or misrepresent your affiliation with any person or entity, through pretexting or some other form of social engineering, or commit fraud;

p) solicit any User for any investment or other commercial or promotional transaction;

q) violate any applicable law, regulation, or ordinance;

r) scrape or copy information through any means (including crawlers, browser plugins and add-ons, and any other technology or manual work);

s) use, launch, or permit to be used any automated system, including without limitation "robots," "crawlers," or "spiders"; or

t) copy or use the information, content, or data on Hubryde in connection with a competitive service (as determined by Hubryde);

u) monitor Hubryde's availability, performance, or functionality for any competitive purposes;

v) use Hubryde or content thereon in any manner not permitted by these Terms and Conditions

Copyrighted Materials: No Unauthorized Use. If you become aware of misuse of Hubryde or content thereon by any person, please contact Hubryde to report any abuse. Hubryde has adopted and implemented a policy that provides for the termination of Accounts of users who infringe the rights of copyright holders. Please see the Hubryde Copyright and Intellectual Property Policy for further information.

7. General Terms

In the event that any provision in these Terms and Conditions is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of a party to enforce any right or provision of these Terms and Conditions will not be deemed a waiver of such right or provision. You may not assign this Agreement (by operation of law or otherwise) without the prior written consent of Hubryde, and any prohibited assignment will be null and void.

7.1 Amendment

Hubryde shall post a revised version of this agreement on the website and mobile application and shall NOT notify you in case of material amendments. If You continue to use any of Hubryde’s transportation services, you shall be deemed to have accepted the revised conditions.

Hubryde may assign this Terms and Conditions Agreement or any rights hereunder without your consent. The relationship of the parties under these Terms and Conditions is that of independent contractors, and these Terms and Conditions will not be construed to imply that either party is the agent, employee, or joint venture of the other. Note that if you decide to become a User, the relationship of the parties will be governed by these Terms and Conditions, our Privacy Policy, and any additional terms to which you agree when you create your account and fund your wallet. If you don't agree with these Terms and Conditions, you must stop using Hubryde. You agree the only way to provide us legal notice is via our email address.

8. International Use

Hubryde is only for use in Nigeria as of date, with the hope to expand to other African countries in no distance time, ceteris paribus.

For now, Hubryde is only available for use in Lagos, Nigeria. We make no representation that Hubryde is appropriate or available for use outside Nigeria. Similarly, we make no representations that accessing Hubryde from locations outside Nigeria is legal or permissible by local law. If you access Hubryde from areas outside of Nigeria, you do so at your own risk and are yourself responsible for compliance with local laws.

9. Miscellaneous

This Agreement takes priority over previous agreements

9.1. Integration & Severability

This Agreement is the entire agreement between you and us with respect to Hubryde, and your use of our website, mobile application, and transportation services supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and us. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

9.2 Advice may differ

You understand and agree that we act as a mobility/transportation platform for Users and will continue to do so. We and our personnel may make recommendations and take action for Users that may differ from the recommendations we give to you or the action we take on your behalf. In addition, our personnel may take actions for their own accounts based on their own professional discretion that differ from the recommendations we give you or actions we take on your behalf.

9.3. Communication

Any notice or communication will be in writing by email

You agree that these Terms and Conditions and the rules, restrictions, and policies contained herein, and Hubryde's enforcement thereof, are not intended to confer and do not confer any rights or remedies on any person other than you and Hubryde. These Terms and Conditions together with the Hubryde's Privacy Policy constitute the entire agreement between Hubryde and you with respect to the subject matter hereof. Any notice or other communication to be given hereunder will be in writing and given by

(a) Hubryde via email (in each case to the address that you provide), or

(b) you via email to [email protected] or to such other addresses as Hubryde may specify in writing. The date of receipt shall be deemed the date on which such notice is transmitted.

9.4 Feedback

We welcome your feedback!

Your feedback is welcomed and encouraged. You may submit feedback by emailing us at [email protected] You agree, however, that

(i) by submitting unsolicited ideas to Hubryde or any of its employees or representatives, by any medium, including but not limited to email, written, or oral communication, you automatically forfeit your right to any intellectual property rights in such ideas; and

(ii) such unsolicited ideas automatically become the property of Hubryde. You hereby assign and agree to assign all rights, title, and interest you have in such feedback and ideas to Hubryde together with all intellectual property rights therein.

In addition, you warrant that all moral rights in any feedback have been waived, and you do hereby waive any such moral rights.

9.5 Questions

If you have any questions

This document constitutes Hubryde's complete Terms and Conditions for Hubryde and related services. If you have questions about these Terms and Conditions or about Hubryde or content thereon, please contact Hubryde at:

[email protected] You can also contact Hubryde via our physical mail at:

Hubryde Limited - Nigeria Block J, Plot 2, Sparklight Estate, Opposite OPIC House, Lagos-Ibadan Expressway, Nigeria.

10. Payments

The accepted and approved payment channel for a ride is through the Hubryde mobile wallet. Hubryde will not be held accountable for any excess charges or payments made outside of the Hubryde mobile wallet.

10.1 Ride Fare

Ride fare for transportation services as displayed on the mobile app is current and correct at the time of issue but are subject to review at the sole discretion of Hubryde.

10.2 Refund Policy

It is important to state that once you have funded your Hubryde mobile wallet through our approved payment method (Flutterwave or Paystack API), you cannot make a transfer back to your bank account or request any of Hubryde’s officers, directors, employees, or agents to make a refund to you. Your fund will always remain in your Hubryde mobile wallet and will be fully available to you for use at any time that you decide to take a ride with us.

We hope you will be pleased with our service. In the event where you are overcharged for a ride or any unproven deduction was made to your account, Hubryde will be happy to refund the excess charges back to your Hubryde wallet provided our team has conducted an inquiry and are certain that an unjustified deduction was made.

10.3 Suspension of User Account

In the event that your access to our website, mobile application, or Hubryde transportation services is suspended, all your active subscriptions will be cancelled, and funds returned to your Hubryde wallet. You will NOT be able to request a refund of your wallet balance until the suspension has been lifted off your user account.

If you decided to proceed with a refund request after the suspension has been lifted, you will be required to send an email to [email protected] after 10 working days of lifting the suspension. Please note that your refund will be processed within 72 working hours of receiving your request via email.

If you contact us regarding refund of your wallet balance, please be sure to attach the following information to the email:

i. a written statement by you requesting a refund of your wallet balance,

ii. an electronic signature,

iii. your bank name, account name and number

iv. A valid means of identity e.g., (National ID Card, International Passport, Voter’s Card or Driver’s License).

10.4 Termination of User Account

In the event that your user account has been terminated, you may request a refund of your wallet balance after 10 working days of termination by sending a mail to [email protected]. Please note that your refund will be processed within 72 working hours of receiving your request via email.

If you contact us regarding refund of your wallet balance, please be sure to attach the following information to the email:

i. a written statement by you requesting a refund of your wallet balance,

ii. an electronic signature,

iii. your bank name, account name and number

iv. A valid means of identity e.g., (National ID Card, International Passport, Voter’s Card or Driver’s License).