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Terms of Service

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Metrocare Rides, Inc – Terms of Service

Last Updated: December 12, 2025

These Terms of Service constitute a legally binding agreement (the “Agreement”) between you and Metrocare Rides, Inc., its representatives, affiliates, officers and directors (collectively, “Metrocare,” “we,” “us” or “our”) governing your use of Metrocare’s services, applications, websites, technology, facilities, and booking platform (collectively, the “Metrocare Platform”).

PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND METROCARE CAN BE BROUGHT THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO: (1) WAIVE YOUR RIGHT TO A JURY TRIAL, AND (2) SUBMIT CLAIMS YOU HAVE AGAINST METROCARE TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING.

By entering into this Agreement and/or by using or accessing the Metrocare Platform, you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions herein) 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 METROCARE PLATFORM OR ANY OF THE SERVICES PROVIDED THROUGH THE METROCARE PLATFORM.

The Metrocare Platform

The Metrocare Platform provides a marketplace where, among other things, individuals seeking transportation to specific destinations (“Riders”) can be matched with transportation options to such destinations. One option for Riders is to request a ride from drivers who are driving to or through those destinations (“Drivers”). Riders and any other individuals using the Metrocare Platform are collectively referred to herein as “Users.” The driving services provided by Drivers to Riders in connection with the Metrocare Platform shall collectively be referred to herein as “Transportation Services” and the providers thereof as “Transportation Providers.” “Metrocare Services” shall include any service provided by Metrocare pursuant to the Metrocare Platform. As a User, you authorize Metrocare to match you with Drivers based on factors such as your location, the requested pickup location, the estimated time to pickup, your destination, User preferences, applicable vehicle requirements, membership status, regulatory or other third-party requirements, user statistics, and platform efficiency, and to cancel an existing match based on the same or other considerations. Any decision by a User to offer or accept Transportation Services is a decision made in such User’s sole discretion. A separate agreement is formed between Drivers and Riders when the Rider accepts the offered Transportation Services.

Modification to the Agreement

Metrocare reserves the right to modify the terms and conditions of this Agreement, including by changing or deleting existing terms or by adding new ones, and such modifications shall be binding on you upon your acceptance of the modified Agreement. Continued use of the Metrocare Platform after modifications to this Agreement shall constitute your acceptance of such modifications. Metrocare 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 Metrocare Platform after modifications to any information on pages referenced in the hyperlinks from this Agreement shall constitute your acceptance of such modifications.

Eligibility

The Metrocare 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 Metrocare 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, you agree that you are the sole authorized user of your User account, and you may not use your User account on behalf of any third party, except as otherwise expressly permitted by Metrocare. To use the Metrocare Platform, each User shall create a User account. Each person may only create one User account, and Metrocare reserves the right to deactivate any additional or duplicate accounts.

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 User account for such minor to use the Metrocare Platform subject to the following requirements and restrictions: (a) you ensure that the minor’s use of the Metrocare Platform is limited solely to accessing and using Metrocare Services, (b) you determine that the Metrocare Services are suitable for the minor, (c) you ensure that the minor’s use of the Metrocare Platform and applicable Metrocare Services is done in compliance and acknowledgement of all applicable safety instructions and warnings in this Agreement and the Metrocare Platform, (d) you ensure that the minor does not request or accept any Transportation Services unless accompanied by you or an authorized guardian, and (e) you explain the terms of this Agreement to the minor.

By creating a User account for such minor, you hereby give permission and consent to the Agreement on the minor’s behalf, you expressly guarantee the minor’s acceptance, and your own acceptance, of the terms of this Agreement, and you shall assume any and all responsibility and liability for the minor’s use of the Metrocare Platform as provided by the terms of this Agreement. 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.

Charges

As a User, you understand that request or use of Metrocare Services may result in charges (“Charges”) to you and/or to an organization, if applicable. Charges to Riders and/or organizations, if applicable, for Metrocare Services include Fares (defined below) and other applicable fees, tolls, surcharges, and taxes, plus any tips to the Driver that you elect to pay. Metrocare has the authority and reserves the right to determine and modify pricing by posting applicable pricing terms or quoting you a price for a specific ride at the time you make a request. Pricing may vary based on the type of service you request (e.g., economy, extra seats, luxury). You are responsible for reviewing the applicable price quote within the Metrocare Platform and shall be responsible for all Charges incurred under your User account, regardless of your awareness of such Charges or the amounts thereof.

Metrocare Service Fares (“Fares”). When you make a ride request using the Metrocare Platform, Metrocare will quote you a Fare at the time of your request. The quote is subject to change until the ride request is confirmed. If your final destination is not the same as the destination in your ride request, or the time and/or distance of your ride differs substantially from your quoted fare, or if you attempt to abuse the Metrocare Platform, Metrocare may, at Metrocare’s sole discretion and determination, cancel the fare quote. Metrocare does not guarantee that the quoted fare price will be equal to a variable fare for the same ride. Quoted fares may include the Rideshare Service Fees and Other Charges below, as applicable.

  • Variable Fares. Variable fares consist of a base charge and incremental charges based on the time and distance of your ride. For particularly short rides, minimum fares may apply. Please note that we use GPS data from your Rideshare Provider’s device to calculate the distance traveled on your ride. We cannot guarantee the availability or accuracy of GPS data. If we lose signal, we will calculate time and distance using available data from your ride. In addition to the variable fare, the total cost of your ride may include the Transportation Service Fees and Other Charges below, as applicable.

Metrocare Service Fees and Other Charges.

  • Service Fee. Metrocare may charge a “Service Fee” for each ride.
  • Cancellation Fee. After requesting a ride you may cancel it through the Metrocare Platform, but note that in certain cases a cancellation fee may apply. Metrocare may also charge a fee if you fail to show up after requesting a ride.
  • 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 $250 depending on the extent of the damage (as determined by Metrocare in its sole discretion), towards vehicle repair or cleaning. Metrocare reserves the right (but is not obligated) to verify or otherwise require documentation of damages prior to processing the Damage Fee.
  • Tolls. For some trips, tolls may be applicable. Toll estimates can be provided in advance of the trip upon request. We do not guarantee that the amount charged by Metrocare will match the toll charged to the Transportation Provider. All tolls are subject to round trip charges. Given the For-hire vehicle is not a metered taxi, the driver reserves the right to take the best route due to traffic/weather conditions. If you feel the driver overcharged you for the tolls, you can also contact Metrocare Customer Service for assistance at support@777limo.com.
  • Other Charges. Other fees and surcharges may apply to your ride, including but not limited to: actual or anticipated airport fees, state fees, local fees, event fees, fuel surcharges, wait time fees, or distance surcharges as determined by Metrocare. In addition, where required by law, Metrocare will collect applicable taxes.
  • Tips. Following a ride, you may have the opportunity to elect to tip your Driver in cash or through the Metrocare Platform. You may also elect to set a default tip amount or percentage through the Metrocare Platform. Any tips will be provided entirely to the applicable Driver.

Charges Generally.

  • Facilitation of Charges. All Charges are facilitated through a third-party payment processor. Metrocare may replace its third-party payment processor without notice to you. If your primary payment method expires, is invalid, or if Charges to your primary payment method are unable to be processed for whatever reason, then you agree that Metrocare may charge your other available payment methods in the Metrocare Platform. If you don’t recognize a transaction, then check your ride receipts and payment history.
  • No Refunds. All Charges are non-refundable except to the extent required by law. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Metrocare Platform.
  • Payment Card Authorization. Upon addition of a new payment method or each request for Metrocare Services, Metrocare may seek authorization of your selected payment method to verify the payment method, ensure the Charges will be covered, and protect against unauthorized behavior. The authorization is not a charge; however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or prepaid card. Metrocare is not responsible for these charges and is unable to assist you in recovering them from your issuing bank.

For clarity, Metrocare does not charge a fee for Users to access the Metrocare Platform, but retains the right to charge Users and/or organizations, if applicable, a fee or any other Charge for accessing or using Metrocare Services.

Metrocare Communications

By entering into this Agreement or using the Metrocare Platform, you agree to receive communications from us at any of the phone numbers provided to Metrocare by you or on your behalf, and also via emails, text messages, calls, and push notifications at any time. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Metrocare of Transportation Providers may include but are not limited to: operational communications concerning your User account or use of the Metrocare Platform or Metrocare Services, payment receipts, payment reminders or processing issues, updates concerning new and existing features on the Metrocare Platform, communications concerning marketing or promotions run by us and news concerning Metrocare and industry developments. If you change or deactivate the phone number you provided to Metrocare, you agree to update your User 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. While we endeavor to send routine communications between the hours of 8 a.m. and 9 p.m., local time, you acknowledge and agree that we may send or you may receive text messages, email, calls, and push communications from us at any time (including time sensitive communications; communications related to payment receipts, payment reminders, payment processing issues; or contemporaneous communications related to other actions taken by you).

IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM METROCARE (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOPALL” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES; HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE METROCARE PLATFORM OR RELATED SERVICES. WHEN YOU OPT OUT TEXTS OR CALLS, YOU MAY RECEIVE A ONE-TIME OPT-OUT CONFIRMATION TEXT MESSAGE. NO FURTHER MESSAGES WILL BE SENT TO YOUR MOBILE DEVICE.

Your Information

Your Information is any information you provide, publish, or post, and any information provided on your behalf, to or through the Metrocare Platform, including any profile information you provide (your “Information”). You consent to us using your Information to create a User account that will allow you to use the Metrocare Platform, Metrocare Services, and participate in the Transportation Services. 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 your 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 Metrocare Platform, Metrocare Services, and participate in the Transportation Services to use your Information for the purposes described in the Privacy Policy and this Agreement, or to otherwise improve the Metrocare Platform, Metrocare Services, and participate in the Transportation Services, 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. Metrocare does not assert any ownership over your Information; rather, as between you and Metrocare, 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.

Promotions, Referrals, and Loyalty Programs

Metrocare, at its sole discretion, may make available promotions, referral programs and loyalty programs with different features to any Users or prospective Users. Metrocare reserves the right to withhold or deduct credits or benefits obtained through a promotion or program in the event that Metrocare 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. Metrocare reserves the right to terminate, discontinue, modify or cancel any promotions or programs at any time and in its sole discretion without notice to you.

Restricted Activities

With respect to your use of the Metrocare Platform, Metrocare Services, and the Transportation 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 Metrocare Platform or the servers or networks connected to the Metrocare Platform;
  5. post Information or interact on the Metrocare Platform, Metrocare Services or Transportation Services in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
  6. use the Metrocare 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 Metrocare 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 in order to disguise the origin of any information transmitted through the Metrocare Platform;
  9. “frame” or “mirror” any part of the Metrocare Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order 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 Metrocare Platform;
  11. rent, lease, lend, sell, redistribute, license or sublicense the Metrocare Platform or access to any portion of the Metrocare Platform;
  12. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, copy, access, acquire information, generate impressions or clicks, input or store information, search, monitor any portion of the Metrocare Platform, or in any way reproduce or circumvent the navigational structure or presentation of the Metrocare Platform or its contents;
  13. link directly or indirectly to any other websites;
  14. transfer, lend, or sell your User account, password and/or identification, or any other User’s Information to any other party;
  15. use a false email address or other identifying information, impersonate or misrepresent any person or entity, or your affiliation with any person or entity, or otherwise omit, misrepresent, or mislead as to the origin or source of any entity accessing the Metrocare Platform;
  16. discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity or expression, physical or mental disability, medical condition, marital status, age or sexual orientation;
  17. commercialize the Metrocare Platform, Metrocare Services or Transportation Services without an agreement directly with Metrocare;
  18. misuse or abuse the Metrocare Platform, Metrocare Services or Transportation Services in violation of eligibility requirements as determined by Metrocare;
  19. engage in any conduct that involves Sexual Assault, Misconduct, and Harassment;
  20. request Transportation Services for an unaccompanied person under 18 years old;
  21. use the Transportation Services to transport or deliver unaccompanied goods, products, parcels, or other objects of any kind;
  22. circumvent any measures implemented by Metrocare to prevent or address violations of this Agreement; or
  23. cause any third party to engage in the restricted activities above.

Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security or violation of this Agreement, you agree to notify us immediately.

Intellectual Property

All intellectual property rights in and to the Metrocare Platform shall be owned by Metrocare absolutely and in their entirety. These rights include database rights, inventions and patentable subject-matter, patents, 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, company or product names set forth in the Metrocare 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 or on your behalf to us are non-confidential and shall become the sole property of Metrocare. Metrocare 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. Except for the explicit license grants hereunder, nothing in this Agreement shall be construed to transfer ownership of or grant a license under any intellectual property rights.

Metrocare and other Metrocare logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Metrocare (collectively, the “Metrocare Marks”).

You acknowledge that Metrocare is the owner and licensor of the Metrocare Marks, including all goodwill associated therewith, and that your use of the Metrocare logo (or any Metrocare Marks) will confer no interest in or ownership of the Metrocare Marks in you but rather inures to the benefit of Metrocare.

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

You agree you will not rent, lease, lend, sell, or otherwise redistribute the Metrocare Marks or (including but not limited to signage, stickers, apparel, or decals) from any source other than directly from Metrocare.

If you create any materials (physical or digital) bearing the Metrocare Marks (in violation of this Agreement or otherwise), you agree that upon their creation Metrocare exclusively owns all right, title and interest in and to such materials, including any modifications to the Metrocare Marks or derivative works based on the Metrocare Marks. You hereby assign any interest or right you may have in such materials to Metrocare, and shall provide information and execute any documents as reasonably requested by Metrocare to enable Metrocare to formalize such assignment.

Disclaimers

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

Metrocare does not provide transportation services, and Metrocare is not a transportation carrier. Metrocare is not a common carrier or public carrier. It is up to the Transportation Provider to decide whether or not to offer a ride to a Rider contacted through the Metrocare Platform, and it is up to the Rider to decide whether or not to accept a ride from any Transportation Provider contacted through the Metrocare Platform. We cannot ensure that a Transportation Provider 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 Transportation Services. Any safety-related feature, process, policy, standard, or other effort undertaken by Metrocare is not an indication of any employment or agency relationship with any User.

The Metrocare 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 use of the Metrocare Platform or Metrocare Services and/or the Transportation Services, including the ability to provide or receive Transportation Services at any given location or time. Metrocare reserves the right, for example, to limit or eliminate access to the Metrocare Platform for Transportation Services, and/or Metrocare Services in specific geographic areas and/or at specific times based on commercial viability, public health concerns, or changes in 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. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

We do not warrant that your use of the Metrocare Platform or Metrocare Services and/or the Transportation Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the Metrocare Platform will be corrected, or that the Metrocare Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity, availability, accuracy, completeness, and reliability of the Metrocare Platform or Metrocare Services and/or the Transportation Services, including with respect to mapping, navigation, estimated times of arrival, and routing services. You are responsible at all times for your conduct and the consequences of your conduct while using the Metrocare Platform.

We cannot guarantee that each Rider or Driver is who he or she claims to be. Please use common sense when using the Metrocare Platform or Metrocare Services and/or the Transportation Services. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the Metrocare 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 prior to engaging in an arranged transportation service.

Metrocare is not responsible for the conduct, whether online or offline, of any User of the Metrocare Platform or Metrocare Services and/or the Transportation 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 Metrocare Platform or Metrocare Services and/or the Transportation Services you agree to accept such risks and agree that Metrocare is not responsible for the acts or omissions of Users on the Metrocare Platform or Metrocare Services and/or participating in the Transportation Services.

You are responsible for the use of your User account and Metrocare expressly disclaims any liability arising from the unauthorized use of your User account.

Opinions, advice, statements, offers, or other information or content concerning Metrocare or made available through the Metrocare 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 Metrocare Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Metrocare 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 of, harm, or threaten the safety of Users or others.

Location data provided by the Metrocare 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, or property or environmental damage. Metrocare does not guaranty the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Metrocare Platform. Any of your Information, including geolocational data, you upload, provide, or post on the Metrocare Platform may be accessible to Metrocare.

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

This paragraph applies to any version of the Metrocare Platform that you acquire from the Apple App Store. This Agreement is entered into between you and Metrocare. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the Metrocare Platform. Metrocare, not Apple, is solely responsible for the Metrocare Platform and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof. This Agreement incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.

As a Rider seeking Transportation Services on the Metrocare Platform, you may be matched with a licensed or otherwise permitted Transportation Provider who may be subject to state and local regulations, including requirements to carry commercial automobile insurance. Subject to applicable law, in select markets, Metrocare does not provide insurance coverage for instances of Transportation Services provided by these licensed or otherwise permitted Transportation Providers.

Metrocare 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; labor disputes or stoppages; war; government action; epidemic or pandemic; chemical or biological contamination; strikes; riots; acts of domestic or international terrorism; quarantines; national or regional emergencies; or any other cause, whether similar in kind 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.

Indemnity

You will indemnify and hold harmless and, at Metrocare’s election, defend Metrocare including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders (collectively, the “Indemnified Parties”) from and against any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Metrocare Platform, Metrocare Services and participation in the Transportation 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, Transportation Providers, Riders, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials or Information that you submit to us or transmit through the Metrocare Platform or to us infringes, misappropriates, or otherwise violates the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) any other activities in connection with the Metrocare Platform, Metrocare Services or R Transportation Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. You will not, without Metrocare’s prior written consent, agree to any settlement on behalf of any Indemnified Party which includes either the obligation to pay any monetary amounts, or any admissions of liability, whether civil or criminal, on the part of any Indemnified Party.

Limitation of Liability

IN NO EVENT WILL METROCARE, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “METROCARE” 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 METROCARE PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE METROCARE PLATFORM, METROCARE SERVICES, THE TRANSPORTATION 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 METROCARE PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION WITH THIRD-PARTY TRANSPORTATION PROVIDERS, BUT YOU AGREE THAT METROCARE HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION SERVICES SET FORTH IN THIS AGREEMENT. FOR CLARITY AND WITHOUT LIMITING THE FOREGOING, METROCARE HAS NO RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR RELIANCE ON TRANSPORTATION SERVICES SET FORTH 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.

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 Metrocare; or (b) by either party immediately, without notice, upon the other party’s material breach of this Agreemen. In addition, Metrocare may terminate this Agreement or deactivate your User account or cease offering or deny access to Metrocare services or any portion thereof immediately in the event you are no longer eligible to qualify as a User

 

Dispute Resolution and Arbitration Agreement

(a) Agreement to Binding Arbitration Between You and Metrocare.

YOU AND METROCARE MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16, including both the FAA’s procedural and substantive provisions. If the FAA is inapplicable for any reason, then this Arbitration Agreement is governed by the laws of the State of Delaware, including the procedural and substantive provisions of Del. Code tit. 10, § 5701 et seq., without regard to choice of law principles. For the avoidance of doubt, a court may neither refuse to enforce this Arbitration Agreement, nor refuse to stay arbitration proceedings, pursuant to state law that is inconsistent with the FAA or New York law. This Arbitration Agreement survives after the Agreement terminates or your relationship with Metrocare ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and Metrocare (as defined above) as well as between you and our successors and assigns, employees, agents or shareholders. This Arbitration Agreement also applies to claims between you and Metrocare’s service providers, including but not limited to background check providers and payment processors; and such service providers shall be considered intended third-party beneficiaries of this Arbitration Agreement.

Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), the Metrocare Platform, the Metrocare Services or the Transportation Services or services made available through the Metrocare Platform, your relationship with Metrocare, the threatened or actual suspension, deactivation or termination of your User account or this Agreement, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by Metrocare, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964 and the Americans With Disabilities Act. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.

BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND METROCARE ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

(b) Prohibition of Class Actions and Non-Individualized Relief.

YOU UNDERSTAND AND AGREE THAT YOU AND METROCARE MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND METROCARE BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION (B) SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST METROCARE, WHICH ARE ADDRESSED SEPARATELY IN SECTION 17(C). ALSO NOTWITHSTANDING THE FOREGOING, THE PARTIES MAY AGREE TO PARTICIPATE IN A CLASS-WIDE SETTLEMENT.

The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims.

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the American Arbitration Association (“AAA”) Rules, disputes regarding the interpretation, applicability, or enforceability of this subsection (b) may be resolved only by a court and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action or otherwise seeks relief that is not limited to the individual party seeking relief, and (2) there is a final judicial determination that this subsection (b) is unenforceable with respect to any Claim or any particular remedy for a Claim (such as a request for public injunctive relief), then that Claim or particular remedy (and only that Claim or particular remedy) shall be severed from any remaining claims and/or remedies and may be brought in a court of competent jurisdiction, but the Class Action Waiver and all other provisions in this subsection (b) shall be enforced in arbitration on an individual basis as to all other Claims or remedies to the fullest extent possible. The Parties agree that a court will decide any Claim or any particular remedy for a Claim severed from any arbitration only after the completion of that arbitration.

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability or may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this arbitration provision is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from this Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims or portions of Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (iii) any representative private attorneys general act claims or portions of such claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims or portions of Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the arbitration provision is unenforceable with respect to those Claims or portions of Claims, the Parties agree that litigation of those Claims or portions of Claims shall be stayed pending the outcome of any individual Claims or portions of Claims in arbitration.

(d) Pre-Arbitration Process.

A party who intends to initiate arbitration must first send to the other a written notice of the dispute (“Notice”). The Notice must (1) describe the factual and legal nature and basis of the claim or dispute; (2) set forth the specific relief sought; and (3) include the name, mailing and email addresses, and phone number of the party sending the Notice.

Your Notice to Metrocare must be personally signed by you (and by your attorney if you are represented by counsel). Metrocare’s notice to you must be personally signed by a Metrocare representative (and Metrocare’s attorney if Metrocare is represented by counsel). To safeguard your User Account, you might be required to provide both your authentication and consent for us to discuss your User Account or share your User Account information with anyone but you, including an attorney (“Authentication and Consent”).

Your Notice to Metrocare should be sent by email to support@777limo.com. Metrocare’s notice to you will be sent by email to the most recent contact information that you have provided to Metrocare.

Whoever sends the Notice must give the other party 60 days from receipt of the complete Notice (including the Authentication and Consent, if required) to investigate the claim before commencing an arbitration. The submission of a complete Notice will toll any applicable statute of limitations or other limitations period for the claims and requested relief in the Notice until 60 days from when the other party receives the Notice of Dispute.

This Pre-Arbitration Process is essential so that you and Metrocare have a meaningful chance to resolve disputes informally. If any aspect of these requirements has not been met, a court can enjoin the filing or prosecution of an arbitration or assessment or collection of any arbitration fees in connection with such an arbitration. In addition, unless prohibited by law, the American Arbitration Association (or any other arbitration provider selected by the parties) may not accept, administer, assess, or demand fees in connection with such an arbitration. If the arbitration already is pending, it must be dismissed. If a process arbitrator has been appointed at the request of a party, the process arbitrator also has the same authority as a court to enforce the requirement that arbitration not be commenced until the requirements of this Agreement have been satisfied.

 

(e) Rules Governing the Arbitration.

Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the AAA pursuant to its Consumer Arbitration Rules, and, if applicable, its Mass Arbitration Supplementary Rules, that are in effect at the time the arbitration is initiated (the “AAA Rules”), as modified by the terms set forth in this Agreement. Copies of the AAA rules can be obtained at the AAA’s website (www.adr.org). Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event, unless you and Metrocare agree otherwise, shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding. The parties may select a different arbitration administrator, forum, and/or third party neutral upon mutual written agreement. If the AAA is unable or unwilling to administer the arbitration under this Arbitration Agreement, you and Metrocare will select another arbitration provider, forum, and/or third party neutral upon mutual written agreement. If there is no agreement, a court will do so.

As part of the arbitration, both you and Metrocare will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. Except as specified in subsections (b) and (c) above, the arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision which shall explain the award given and the findings and conclusions on which the decision is based.

The arbitrator will decide the substance of all claims in accordance with applicable law, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Riders, but is bound by rulings in prior arbitrations involving the same Rider to the extent required by applicable law. The arbitrator’s ruling will not be binding in proceedings involving different Riders. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be challenged in a court of competent jurisdiction.

(f) Arbitration Fees and Awards.

The payment of filing and arbitration fees will be governed by the relevant AAA Rules subject to the following modifications:

  1. If Metrocare initiates arbitration under this Arbitration Agreement, Metrocare will pay all AAA filing and arbitration fees.
  2. Unless applicable law provides otherwise, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.). Notwithstanding the foregoing, an arbitrator may award costs as provided in Federal Rule of Civil Procedure 68 or any state equivalents (which the parties agree shall apply in arbitration).
  3. At the end of any arbitration, the arbitrator may award reasonable fees and costs or any portion thereof to you if you prevail, to the extent authorized by applicable law.
  4. Although under some laws Metrocare may have a right to an award of attorneys’ fees and non-filing fee expenses if it prevails in an arbitration, Metrocare agrees that it will not seek such an award from you unless you are represented by an attorney or the arbitrator has determined that you or your counsel have violated the standards of Federal Rule of Civil Procedure 11(b), which the parties agree shall be applicable in arbitration.
  5. If the arbitrator issues you an award that is greater than the value of Metrocare’s last written settlement offer made after you fully complied with the Pre-Arbitration Process described in subsection (d) above, then Metrocare will pay you the amount of the award or U.S. $1,000, whichever is greater. In determining whether you are entitled to the minimum $1,000 payment, the arbitrator shall not consider amounts offered or awarded for attorneys’ fees or costs.

(g) Location and Manner of Arbitration.

Unless you and Metrocare agree otherwise, the arbitration hearing, if any, between Metrocare and a Rider will take place in the county of your billing address or by videoconference.. Your right to the hearing and the format of the hearing will be determined by the AAA Rules. You and Metrocare agree that you and a Metrocare representative will personally appear (which can include appearance by videoconference) at the hearing (along with your and Metrocare’s respective legal counsel, if the parties are represented by counsel).

(h) Additional Procedures for Coordinated Claims.

If 25 or more claimants submit Notices or seek to file arbitrations raising similar claims and are represented by the same or coordinated counsel (regardless of whether the cases are submitted simultaneously), the AAA’s Mass Arbitration Supplementary Rules, as modified by this Arbitration Agreement, shall apply, and all of the cases must be resolved in arbitration in stages using bellwether proceedings if they are not resolved during the Pre-Arbitration Process. You agree to this process even though it may delay the arbitration of your claim. In the first stage, each side shall select up to 20 cases (40 cases total) to be filed in arbitration. The cases shall be resolved individually by different arbitrators to the extent that the AAA has a sufficient number of arbitrators available. If the AAA does not have a sufficient number of available arbitrators to decide all of the cases filed, the AAA may assign multiple cases to the same arbitrator, but the arbitrator must still resolve each case individually. In the meantime, no other cases may be filed in arbitration, and the AAA shall not accept, administer, or demand payment of fees for arbitrations commenced in violation of this subsection.

After the first stage is completed, the parties must engage in a single mediation of all remaining cases, and Metrocare will pay the mediation fee. The parties shall attempt to reach agreement on a mutually agreeable mediator. If the parties cannot reach an agreement, AAA will oversee a rank and strike process with the parties and, if no agreeable mediator is chosen, AAA may administratively appoint a mediator. If the parties cannot agree how to resolve the remaining cases after the conclusion of the first stage of bellwether proceedings, the process will be repeated until all claims are resolved, except that in the second and later stages each side shall select up to 50 cases (100 cases total) to be filed in arbitration. Between stages, counsel for the parties shall meet and confer regarding ways to improve the efficiency of the staged proceedings, including whether to further increase the number of cases filed in each stage.

If this subsection applies to a Notice, the statute of limitations applicable to the claims and relief set forth in that Notice shall be tolled from the date the Notice is sent until that Notice is selected for a bellwether proceeding, withdrawn, or otherwise resolved. A court will have authority to enforce this subsection, including to enjoin the filing, assessing or demanding fees for, administration of, or prosecution of arbitrations. To the fullest extent permitted by applicable law, the parties consent to the jurisdiction and venue of the courts in New York County, New York, to enforce this subsection. Notwithstanding the foregoing and any other provision of this Arbitration Agreement, if either party requests appointment of a process arbitrator, a process arbitrator may decide issues relating to compliance with the requirements of this subsectionor the issues that a process arbitrator may decide under Rule MA-6 of the AAA’s Mass Arbitration Supplementary Rules.

This subsection and each of its requirements are intended to be severable from the rest of this Arbitration Agreement. If, after exhaustion of all appeals, a court decides that the staging process in this subsection is not enforceable, then the cases may be filed in arbitration.

(i) Exceptions to Arbitration.

This Arbitration Agreement shall not require arbitration of the following types of claims: (1) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction, so long as the action is not removed or appealed to a court of general jurisdiction; (2) individual claims of sexual assault or sexual harassment in connection with the use of the Metrocare Platform, Metrocare Services, or Transportation Services. Where these claims are brought in a court of competent jurisdiction, Metrocare will not require arbitration of those claims. Metrocare’s agreement not to require arbitration of these claims does not waive the enforceability of any other provision of this Arbitration Agreement or of the enforceability of this Arbitration Agreement as to any other dispute, claim, or controversy.

(j) Severability.

Except as otherwise provided in the severability provisions in the above, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

(k)  Binding Effect; Third-Party Beneficiaries.

This Arbitration Agreement shall be binding upon, and shall include any claims brought by or against any third parties, including but not limited to your spouses, heirs, third-party beneficiaries and permitted assigns, where their underlying claim(s) arise out of or relate to your use of the Metrocare Platform, Metrocare Services, or Transportation  Services. To the extent that any third-party beneficiary to this Agreement brings claims against a party, those claims shall also be subject to this Arbitration Agreement.

Choice of Forum and Class-Action and Coordinated-Action Waiver for Non-Arbitrated Claims

Claims (1) excepted from arbitration by, or (2) otherwise determined by a court of competent jurisdiction not to be subject to arbitration, shall be brought exclusively in the state or federal courts in the state in which the incident or accident underlying the plaintiff’s claim(s) occurred, notwithstanding that other courts may have subject matter jurisdiction over the claims or personal jurisdiction over the parties.

If for any reason claims do not proceed in arbitration, such claims may be brought and litigated on an individual basis only. On an individual basis means that you cannot bring such claims as a class, collective, coordinated, consolidated, mass, multi-plaintiff, joint, and/or representative action against Metrocare, or otherwise seek to include your claims or case in a pending class, collective, coordinated, consolidated, mass, multi-plaintiff, joint, and/or representative action against Metrocare. No action brought by you may be consolidated or joined in any fashion with any other proceeding, except that the parties may agree to participate in a class-wide settlement. The interpretation, enforceability, and validity of this paragraph shall be governed by the laws of the State of New York without regard to choice of law principles, and by any applicable federal law. If New York law is inapplicable for any reason, then the interpretation, enforceability, and validity of this paragraph shall be governed by the law of the state where the court of competent jurisdiction deciding the claims is located. If there is a final judicial determination that any part of this paragraph is unenforceable or unlawful for any reason, the unenforceable or unlawful portion shall be severed and severance shall have no effect whatsoever on the enforceability, applicability, or validity of any other part of this Agreement, including without limitation the choice-of-forum provision in the preceding paragraph.

Confidentiality

You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Metrocare’s business, operations and properties, information about a User made available to you in connection with such User’s use of the Metrocare Platform, which may include the User’s name, pick-up location, contact information and photo (“Confidential Information”) disclosed to you by Metrocare for your own 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 separate and outside of the Metrocare Platform any Confidential Information obtained from the Metrocare Platform. As a Driver, you understand that some of the Confidential Information you receive may be protected by federal and/or state confidentiality laws, such as the Health Information Portability and Accountability Act of 1996 (“HIPAA”), governing the privacy and security of protected (patient) health information. You understand that any violation of the Agreement’s confidentiality provisions may violate HIPAA or other federal and/or state confidentiality laws and could result in civil or criminal penalties against you. You will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Metrocare with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Metrocare 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 Metrocare; becomes known to you, without restriction, from a source other than Metrocare without breach of this Agreement by you and otherwise not in violation of Metrocare’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 Metrocare to enable Metrocare to seek a protective order or otherwise prevent or restrict such disclosure.

General

Except as provided otherwise herein, this Agreement shall be governed by the laws of the State of New York without regard to choice of law principles. This choice of law provision is only intended to specify the use of New York law to interpret this Agreement and is not intended to create any other substantive right to non- New Yorkers to assert claims under New York law whether by statute, common law, or otherwise. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by Metrocare, in our sole discretion by providing notice to you. You may not assign this Agreement without Metrocare’s prior written approval. Any purported assignment by you in violation of this Agreement shall be void. Except as explicitly stated otherwise, any notices to Metrocare shall be given by certified mail, postage prepaid and return receipt requested to Metrocare Rides, Inc., 42 East Kingsbridge Road, Bronx, New York 10468. Any notices to you shall be provided to you through the Metrocare Platform or given to you via the email address or physical address you provide to Metrocare during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation.” A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches, any such waiver shall be in writing. This Agreement sets forth the entire understanding and agreement between you and Metrocare with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.

If you have any questions regarding the Metrocare Platform, Metrocare Services, or Transportation Services, please contact us at ________________