Terms and Conditions

Last Updated: June 14, 2022

 

These Terms of Service constitute a legally binding agreement (the “Agreement”) between you and Nuale Ltd, its parents, subsidiaries, representatives, affiliates, officers, and directors (collectively, “Nuale,” “we,” “us” or “our”) governing your use of the Nuale application (the “Nuale App”), website, and technology platform (collectively, the “Nuale Platform”).

 

By entering into this Agreement, and/or by using or accessing the Nuale Platform you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions in Section 17) and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE NUALE PLATFORM OR ANY OF THE SERVICES PROVIDED THROUGH THE NUALE PLATFORM.

When using the Nuale Platform, you also agree to conduct yourself in accordance with our Community Guidelines, which shall form part of this Agreement between you and Nuale.

 

   1. The Nuale Platform

The Nuale Platform provides a marketplace where, among other things, persons who seek transportation to certain destinations (“Riders”) can be matched with transportation options to such destinations. One option for Riders is to request a ride from rideshare drivers who are driving to or through those destinations (“Drivers”). Drivers and Riders are collectively referred to herein as “Users,” and the driving services provided by Drivers to Riders shall be referred to herein as “Rideshare Services.” As a User, you authorize Nuale to match you with Drivers or Riders based on factors such as your location, the requested pickup location, the estimated time to pick up, your destination, User preferences, driver mode, and platform efficiency, and to cancel an existing match and/or rematch you with a Driver or Rider based on the same considerations. Any decision by a User to offer or accept Rideshare Services is a decision made at such User’s sole discretion. Each Rideshare Service provided by a Driver to a Rider shall constitute a separate agreement between such persons.

   2. Modification to the Agreement

Nuale reserves the right to modify the terms and conditions of this Agreement, and such modifications shall be binding on you only upon your acceptance of the modified Agreement. Nuale reserves the right to modify any information on pages referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Nuale Platform or Rideshare Services after any such changes shall constitute your consent to such changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable).

 

   3. Eligibility

The Nuale Platform may only be used by individuals who have the right and authority to enter into this Agreement and are fully able and competent to satisfy the terms, conditions, and obligations herein. The Nuale Platform is not available to Users who have had their User account temporarily or permanently deactivated. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account. To use the Nuale Platform, each User shall create a User account. Each person may only create one User account, and Nuale reserves the right to deactivate any additional or duplicate accounts. Your participation in certain Nuale programs and use of certain Nuale products or services may be subject to additional eligibility requirements as determined by Nuale.

By becoming a User, you represent and warrant that you are at least 18 years old. Notwithstanding the foregoing, if you are the parent or legal guardian of a 16 or 17-year-old minor you may create a Nuale account for such minor to use the Nuale Platform subject to the following requirements and restrictions: (a) you ensure that the minor does not request or accept any Rideshare Services unless accompanied by you or an authorized guardian, (b) you explain the terms of this Agreement to the minor, and (c) you expressly guarantee the minor’s acceptance of the terms of this Agreement.

By creating a Nuale account for such a minor, you hereby give permission and consent to the Agreement on the minor’s behalf, and you shall assume any and all responsibility and liability for the minor's use of the Nuale Platform as provided by the terms of this Agreement and any applicable Supplemental Agreements. You will be responsible for any breach of the above representations, warranties, and/or this Agreement, and/or any attempt of the minor to disaffirm this Agreement. Furthermore, you hereby represent that you are fully authorized to execute this Agreement on behalf of yourself and all other parents or legal guardians of the minor rider.

   4. Contributions

As a Rider, you understand that request or use of Rideshare Services may result in contributions to you (“Contributions”). Contributions for Rideshare Services include Fares and other applicable fees, tolls, surcharges, and taxes as set forth on the market, plus any tips to the Driver that you elect to pay. Nuale has the authority and reserves the right to determine and modify pricing by posting applicable pricing terms to the Nuale market or quoting you a price for a specific ride at the time you make a request. You are responsible for reviewing the applicable price quote within the Nuale App and shall be responsible for all Contributions incurred under your User account regardless of your awareness of such Contributions or the amounts thereof.

Ride fares are calculated based on the Driver’s vehicle fuel consumption per km, distance, and service fee. Please note that we use GPS data from your Google map to calculate the distance traveled on your ride. We cannot guarantee the availability or accuracy of GPS data.

The service fee helps fund things like app development, ops expenses, gateway, and customer support.

Additional fare may be added to your charge as applicable in the Fees and Other Charges below.

Fees and Other Charges.

Cancellation Fee. After requesting a ride you may cancel it through the Nuale App, but note that in certain cases a cancellation fee may apply. You may also be charged if you fail to show up after requesting a ride. Please check out our Help Center or FAQs to learn more about Nuale’s cancellation policy, including applicable fees.

Damage Fee. If a Driver reports that you have materially damaged the Driver's vehicle, you agree to pay a “Damage Fee” of up to MUR 5,000.00 depending on the extent of the damage (as determined by Nuale in its sole discretion), towards vehicle repair or cleaning. Nuale reserves the right (but is not obligated) to verify or otherwise require documentation of damages before processing the Damage Fee.

Tips. Following a ride, you may elect to tip your Driver in cash or through the Nuale Platform. You may also elect to set a default tip amount or percentage through the Nuale App. Any tips will be provided entirely to the applicable Driver.

 

General.

Facilitation of Charges/Contributions. All Charges/Contributions are facilitated through a third-party payment processor (e.g. MyT money). Nuale may replace its third-party payment processor without notice to you. Charges/Contributions shall only be made through the Nuale Platform. Except for tips, cash payments are strictly prohibited. Your payment of Charges/Contributions to Nuale satisfies your payment obligation for your use of the Nuale Platform and Rideshare Services. 

No Refunds. All Charges/Contributions are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Nuale Platform, any disruption to the Nuale Platform or Rideshare Services, or any other reason whatsoever.

Coupons. You may receive coupons that you can apply toward payment of certain Charges/Contributions upon completion of a Ride. Coupons are only valid for use on the Nuale Platform and are not transferable or redeemable for cash except as required by law. Coupons cannot be combined unless expressly provided otherwise, and if the cost of your ride exceeds the applicable credit or discount value we will charge your payment method on file for the outstanding cost of the Ride. Additional restrictions on coupons may apply as communicated to you in a relevant promotion.

 

   5. Payments

If you are a Driver, you will receive payment for your provision of Rideshare Services under the terms of the Driver Addendum, which shall form part of this Agreement between you and Nuale.

 

   6. Nuale Communications

By entering into this Agreement or using the Nuale Platform, you agree to receive communications from us or communications related to the Nuale Platform at any of the phone numbers provided to Nuale by you or on your behalf, including via e-mail, text message, calls, and push notifications. You agree that texts, calls, or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Nuale, its affiliated companies, and/or Drivers, may include but are not limited to: operational communications concerning your User account or use of the Nuale Platform or Rideshare Services, updates concerning new and existing features on the Nuale Platform, communications concerning marketing or promotions run by us or our third-party partners, and news concerning Nuale and industry developments. If you change or deactivate the phone number you provided to Nuale, you agree to update your account information to help prevent us from inadvertently communicating with anyone who acquires your old number. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF.

 

   7. Your Information

Your Information is any information you provide, publish or post to or through the Nuale Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any Nuale-related Facebook, Instagram, or other social media posting) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the Nuale Platform and participate in the Rideshare Services. Our collection and use of personal information in connection with the Nuale Platform and Rideshare Services is as provided in Nuale’s Privacy Policy located at www.nuale.net/privacy. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for the online posting of your Information. You agree to provide and maintain accurate, current, and complete information and that we and other members of the public may rely on your Information as accurate, current, and complete. To enable Nuale to use your Information for the purposes described in the Privacy Policy and this Agreement, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. Nuale does not assert any ownership over your Information; rather, as between you and Nuale, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.

 

   8. Promotions, Referrals, and Loyalty Programs

Nuale, at its sole discretion, may make available promotions, referral programs, and loyalty programs with different features to any Users or prospective Users. These promotions and programs, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Nuale. Nuale reserves the right to withhold or deduct credits or benefits obtained through a promotion or program if Nuale determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion or program terms or this Agreement. Nuale reserves the right to terminate, discontinue or cancel any promotions or programs at any time and in its sole discretion without notice to you.

 

Currently, Nuale’s referral program provides you with incentives to refer your friends and family to become new Users of the Nuale Platform in your country (the “Referral Program”). Your participation in the Referral Program is subject to this Agreement and the additional Referral Program rules.

 

   9. Restricted Activities

Concerning your use of the Nuale Platform and your participation in the Rideshare Services, you agree that you will not:

  1. impersonate any person or entity;
  2. stalk, threaten, or otherwise harass any person, or carry any weapons;
  3. violate any law, statute, rule, permit, ordinance, or regulation;
  4. interfere with or disrupt the Nuale Platform or the servers or networks connected to the Nuale Platform;
  5. post Information or interact on the Nuale Platform or Rideshare Services in a manner that is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
  6. use the Nuale Platform in any way that infringes any third party’s rights, including intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy;
  7. post, email, or otherwise transmit any malicious code, files, or programs designed to interrupt, damage, destroy or limit the functionality of the Nuale Platform or any computer software or hardware, or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
  8. forge headers or otherwise manipulate identifiers to disguise the origin of any information transmitted through the Nuale Platform;
  9. “frame” or “mirror” any part of the Nuale Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us to direct any person to any other website for any purpose;
  10. modify, adapt, translate, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the Nuale Platform;
  11. rent, lease, lend, sell, redistribute, license, or sublicense the Nuale Platform or access to any portion of the Nuale Platform;
  12. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Nuale Platform or its contents;
  13. link directly or indirectly to any other websites;
  14. transfer or sell your User account, password and/or identification, or any other User's Information to any other party;
  15. discriminate against or harass anyone based on race, national origin, religion, gender, gender identity or expression, physical or mental disability, medical condition, marital status, age, or sexual orientation;
  16. violate any of the Referral Program rules if you participate in the Referral Program; or
  17. cause any third party to engage in the restricted activities above.

 

 

   10. Driver Representations, Warranties, and Agreements

By providing Rideshare Services as a Driver on the Nuale Platform, you represent, warrant, and agree that:

You possess a valid driver’s license and are authorized and medically fit to operate a motor vehicle and have all appropriate licenses, approvals, and authority to provide transportation to Riders in all jurisdictions in which you provide Rideshare Services.

You own, or have the legal right to operate, the vehicle you use when providing Rideshare Services; such vehicle is in good operating condition and meets the industry safety standards and all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind; and any applicable safety recalls have been remedied per manufacturer instructions.

You will not engage in reckless behavior while driving, drive unsafely, operate a vehicle that is unsafe to drive, permit an unauthorized third party to accompany you in the vehicle while providing Rideshare Services, provide Services as a Driver while under the influence of alcohol or drugs, or take action that harms or threatens to harm the safety of the Nuale community or third parties.

You will only provide Rideshare Services using the vehicle that has been reported to, and approved by Nuale, and for which a photograph has been provided to Nuale, and you will not transport more passengers than can securely be seated in the such vehicle (and no more than seven (3) passengers in any instance).

You will not, while providing the Rideshare Services, operate as a public or common carrier or taxi service, accept street hails, charge for rides (except as expressly provided in this Agreement), demand that a rider pay in cash, or use a credit card reader, to accept payment or engage in any other activity in a manner that is inconsistent with your obligations under this Agreement.

You will not attempt to defraud Nuale or Riders on the Nuale Platform or in connection with your provision of Rideshare Services. If we suspect that you have engaged in fraudulent activity we may withhold applicable Fares or other payments for the ride(s) in question and take any other action against you available under the law.

You will not discriminate against Riders with disabilities and agree to review Nuale’s Anti-Discrimination Policies. You will make reasonable accommodations as required by law and Wheelchair Policy for Riders who travel with their service animals or who use wheelchairs (or other mobility devices) that can be folded for safe and secure storage in the car’s trunk or backseat.

You agree that we may obtain information about you, including your criminal and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement.

You have a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements) that names or schedules you for the operation of the vehicle you use to provide Rideshare Services.

You will pay all applicable federal, state, and local taxes based on your provision of Rideshare Services and any payments received by you.

 

 

   11. Intellectual Property

All intellectual property rights in the Nuale Platform shall be owned by Nuale absolutely and in their entirety. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered), and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, and company or product names outlined in the Nuale Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of Nuale. Nuale shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Nuale and other Nuale logos, designs, graphics, icons, scripts, and service names are registered trademarks, trademarks, or trade dress of Nuale in Mauritius (collectively, the “Nuale Marks”). If you provide Rideshare Services as a Driver, Nuale grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the Nuale Marks solely on the Nuale stickers/decals, and any other Nuale-branded items provided by Nuale directly to you in connection with providing the Rideshare Services (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license, or sublicense concerning any of the rights granted hereunder without Nuale’s prior written permission, which it may withhold in its sole discretion. The Nuale logo (or any Nuale Marks) may not be used in any manner that is likely to confuse, including but not limited to: the use of a Nuale Mark in a domain name or Nuale referral code, or the use of a Nuale Mark as a social media handle or name, avatar, profile photo, icon, favicon, or banner. You may identify yourself as a Driver on the Nuale Platform but may not misidentify yourself as Nuale, an employee of Nuale, or a representative of Nuale.

You acknowledge that Nuale is the owner and licensor of the Nuale Marks, including all goodwill associated therewith, and that your use of the Nuale logo (or any Nuale Marks) will confer no interest in or ownership of the Nuale Marks in you but rather inures to the benefit of Nuale. You agree to use the Nuale logo strictly by Nuale’s Brand Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that Nuale determines to be nonconforming or otherwise unacceptable.

You agree that you will not: (1) create any materials that use the Nuale Marks or any derivatives of the Nuale Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by Nuale in writing; (2) use the Nuale Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Nuale Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Nuale’s rights as owner of the Nuale Marks or the legality and/or enforceability of the Nuale Marks, including, challenging or opposing Nuale’s ownership in the Nuale Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Nuale Marks, any derivative of the Nuale Marks, any combination of the Nuale Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Nuale Marks; (5) use the Nuale Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.

 

Nuale respects the intellectual property of others and expects Users to do the same. If you believe, in good faith, that any materials on the Nuale Platform infringe upon your copyrights, please view our Copyright Policy for information on how to make a copyright complaint.

 

   12. Disclaimers

The following disclaimers are made on behalf of Nuale, our affiliates, subsidiaries, parents, successors and assign, and each of our respective officers, directors, employees, agents, and shareholders.

Nuale does not provide transportation services, and Nuale is not a transportation carrier. Nuale is not a common carrier or public carrier. It is up to the Driver to decide whether or not to offer a ride to a Rider contacted through the Nuale Platform, and it is up to the Rider to decide whether or not to accept a ride from any Driver contacted through the Nuale Platform. We cannot ensure that a Driver or Rider will complete an arranged transportation service. We have no control over the quality or safety of the transportation that occurs as a result of the Rideshare Services.

The Nuale Platform is provided on an “as is” basis and without any warranty or condition, express, implied, or statutory. We do not guarantee and do not promise any specific results from the use of the Nuale Platform and/or the Rideshare Services, including the ability to provide or receive Rideshare Services at any given location or time. Nuale reserves the right, for example, to limit or eliminate access to the Nuale Platform for Rideshare Services in specific geographic areas and/or at specific times based on commercial viability, public health concerns, or changes in the law. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose, and non-infringement.

We do not warrant that your use of the Nuale Platform or Rideshare Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the Nuale Platform will be corrected, or that the Nuale Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made concerning, connectivity and availability of the Nuale Platform or Rideshare Services.

We cannot guarantee that each Rider or Driver is who he or she claims to be. Please use common sense when using the Nuale Platform and Rideshare Services, including looking at the photos of the Driver or Rider you have matched with to make sure it is the same individual you see in person. Please note that there are also risks of dealing with underage persons or people acting under pretense, and we do not accept responsibility or liability for any content, communication, or other use or access of the Nuale Platform by persons under the age of 18 in violation of this Agreement. We encourage you to communicate directly with each potential Driver or Rider before engaging in an arranged transportation service.

Nuale is not responsible for the conduct, whether online or offline, of any User of the Nuale Platform or Rideshare Services. You are solely responsible for your interactions with other Users. We do not procure insurance for, nor are we responsible for, personal belongings left in the car by Drivers or Riders. By using the Nuale Platform and participating in the Rideshare Services, you agree to accept such risks and agree that Nuale is not responsible for the acts or omissions of Users on the Nuale Platform or participating in the Rideshare Services.

 

You are responsible for the use of your User account and Nuale expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.

It is possible for others to obtain information about you that you provide, publish, or post to or through the Nuale Platform (including any profile information you provide), send to other Users, or share during the Rideshare Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the Nuale Platform or through the Rideshare Services. Please carefully select the type of information that you post on the Nuale Platform or through the Rideshare Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).

Opinions, advice, statements, offers, or other information or content concerning Nuale or made available through the Nuale Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Nuale Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Nuale Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.

Location data provided by the Nuale Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate, or incomplete location data may lead to death, personal injury, property, or environmental damage. Neither Nuale, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Nuale Platform. Any of your Information, including geolocational data, you upload, provide, or post on the Nuale Platform may be accessible to Nuale and certain Users of the Nuale Platform.

Nuale advises you to use the Nuale Platform with a data plan with unlimited or very high data usage limits, and Nuale shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Nuale Platform.

As a Driver, you may be able to use "Nuale Nav built by Google" while providing Rideshare Services on the Platform. Riders and Drivers may also use Google Maps while using the Nuale App. In either case, you agree that Google may collect your location data when the Nuale App is running to provide and improve Google's services, that such data may also be shared with Nuale to improve its operations, and that Google's terms and privacy policy will apply to this usage.

Nuale shall not be in breach of this Agreement nor liable for failure or delay in performing obligations under this Agreement if such failure or delay results from events, circumstances, or causes beyond its reasonable control including (without limitation) natural disasters or acts of God; acts of terrorism; labor disputes or stoppages; war; government action; epidemic or pandemic; chemical or biological contamination; strikes, riots, or acts of domestic or international terrorism; quarantines; national or regional emergencies; or any other cause, whether similar to the foregoing or otherwise, beyond the party’s reasonable control. All service dates under this Agreement affected by force majeure shall be tolled for the duration of such force majeure. The parties hereby agree, when feasible, not to cancel but reschedule the pertinent obligations as soon as practicable after the force majeure condition ceases to exist.

 

   13. Indemnity

You will defend, indemnify, and hold Nuale including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Nuale Platform and participation in the Rideshare Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, Drivers, Riders, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Nuale Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of a motor vehicle or passenger vehicle, including your provision of Rideshare Services as a Driver; and/or (5) any other activities in connection with the Rideshare Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.

 

   14. Limitation of Liability

IN NO EVENT WILL NUALE, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS, AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “NUALE” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE NUALE PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE NUALE PLATFORM, RIDESHARE SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NUALE PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, GOODS, OR OTHER SERVICES WITH THIRD-PARTY PROVIDERS, BUT YOU AGREE THAT NUALE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS, OR OTHER SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY OUTLINED IN IN THIS AGREEMENT. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

 

   15. Term and Termination

This Agreement is effective upon your acceptance of this Agreement. This Agreement may be terminated: a) by User, without cause, upon seven (7) days prior written notice to Nuale; or b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement, including but not limited to any breach of Section 9 or breach of Section 10(a) through (i) of this Agreement. In addition, Nuale may terminate this Agreement or deactivate your User account immediately in the event: (1) you no longer qualify to provide Rideshare Services or to operate the approved vehicle under applicable law, rule, permit, ordinance or regulation; (2) you fall below Nuale’s star rating or cancellation threshold; (3) Nuale has the good faith belief that such action is necessary to protect the safety of the Nuale community or third parties, provided that in the event of a deactivation under (1)-(3) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Nuale’s reasonable satisfaction before Nuale permanently terminating the Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured promptly and to Nuale’s satisfaction, this Agreement will not be permanently terminated. Sections 2, 6, 7 (concerning the license), 11-12, 14-19, and 21 shall survive any termination or expiration of this Agreement.

   16. Confidentiality

You agree not to use any technical, financial, strategic, and other proprietary and confidential information relating to Nuale’s business, operations, and properties, information about a User made available to you in connection with such User’s use of the Platform, which may include the User’s name, pick-up location, contact information and photo (“Confidential Information”) disclosed to you by Nuale for your use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties, and you agree not to store separately and outside of the Nuale Platform any User Information obtained from the Nuale Platform. As a Driver, you understand that some of the Rider Information you receive may be protected by federal and/or state confidentiality laws. If you know a Rider, you should not disclose to anyone the identity of the Rider or the location where you picked up, or dropped off the Rider. You understand that any violation of the Agreement’s confidentiality provisions may violate Mauritius' confidentiality laws and could result in civil or criminal penalties against you. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Nuale to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Nuale with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Nuale or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of Nuale; becomes known to you, without restriction, from a source other than Nuale without breach of this Agreement by you and otherwise not in violation of Nuale’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to Nuale to enable Nuale to seek a protective order or otherwise prevent or restrict such disclosure.

   17. Relationship with Nuale

As a Driver on the Nuale Platform, you acknowledge and agree that you and Nuale are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Nuale expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Nuale; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Nuale, and you undertake not to hold yourself out as an employee, agent, or authorized representative of Nuale.

Nuale does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Rideshare Services, your acts or omissions, or your operation and maintenance of your vehicle. You retain the sole right to determine when, where, and for how long you will utilize the Nuale Platform. Nuale does not, and shall not be deemed to, unilaterally prescribe specific dates, times of day, or any minimum number of hours for you to utilize the Nuale Platform. You retain the option to accept or to decline or ignore a Rider’s request for Rideshare Services via the Nuale Platform, or to cancel an accepted request for Rideshare Services via the Nuale Platform, subject to Nuale’s then-current cancellation policies. Nuale does not, and shall not be deemed to, require you to accept any specific request for Rideshare Services as a condition of maintaining access to the platform. With the exception of any signage required by law or permit/license rules or requirements, Nuale shall have no right to require you to (a) display Nuale’s names, logos, or colors on your vehicle(s); or (b) wear a uniform or any other clothing displaying Nuale’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Rideshare Services or otherwise engage in any other business or employment activities, including but not limited to providing services similar to the Rideshare Services to other companies, and that Nuale does not, and shall not be deemed to, restrict you from engaging in any such activity.