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This Master Services & Subscription Agreement, together with any Order Forms, statements of work, schedules, exhibits, appendices, data processing addenda, service level commitments, support terms, hardware policies, acceptable use policies, app-specific terms, API terms, or other supplemental terms incorporated herein by reference (collectively, this “Agreement”), is entered into between Ridewolf, Inc., a Delaware, United States — Corporation (Inc.) company, with its principal place of business at 2093 Philadelphia Pike 2255, Claymont, DE 19703-2424, United States (“Ridewolf,” “we,” “us,” or “our”), and the entity or person identified as the customer in the applicable Order Form, checkout flow, account registration, click-through acceptance, or other contract under which Products are purchased or made available (“Customer,” “you,” or “your”).

This Agreement is effective on the earliest of the following:
(a) when you click “I agree,” “I accept,” or similar language in connection with this Agreement;
(b) when you execute or accept an Order Form, quote, statement of work, or other contract referencing this Agreement;
(c) when Products are purchased directly from Ridewolf, through a reseller, or through any third party under which Products are made available to you; or
(d) when you access or use any Product, website, dashboard, application, API, mobile app, or white-label deployment governed by this Agreement,
whichever occurs first (the “Effective Date”).

BY CLICKING ACCEPTANCE, EXECUTING AN ORDER FORM, OR OTHERWISE ACCESSING OR USING THE PRODUCTS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, ACCEPT, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, YOU MUST NOT ACCESS OR USE THE PRODUCTS.

If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have full authority to bind that entity. If you do not have such authority, you must not access or use the Products.

If you have entered into a separate signed agreement with Ridewolf regarding the Products, that separate signed agreement shall prevail to the extent of an express conflict.

You may not use the Products if you are a direct competitor of Ridewolf, as determined by Ridewolf in its sole discretion, except with our prior written consent.

The Products are intended for use solely by businesses, organizations, and other legal entities acting for commercial or professional purposes, and not by consumers for personal, family, or household use. Ridewolf does not offer transportation, rental, leasing, ride-hailing, or mobility services directly to the general public through the Products unless expressly agreed by Ridewolf in a separate signed writing. Any services, rentals, reservations, fleet access, vehicle access, subscriptions, or other customer-facing offerings made available through the Products are offered by the relevant Customer, and not by Ridewolf, unless expressly stated otherwise in a separate signed agreement.

1. Definitions

For purposes of this Agreement:

“Account” means any account, login, tenant, workspace, profile, console, or credentials created or used to access the Products.

“Administrator” means a person authorized by Customer to administer Customer’s use of the Products, including creating and managing Authorized Users, settings, billing, and access controls.

“Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with that party.

“Aggregated Data” means anonymized, de-identified, statistical, or aggregated data derived from the use of the Products that does not identify Customer, any End User, or any individual where prohibited by law.

“API” means any Ridewolf application programming interface and related tools, credentials, documentation, or endpoints.

“App” or “Mobile App” means any Ridewolf mobile application made available for iOS, Android, or any other supported platform.

“Authorized User” means an employee, contractor, Affiliate, agent, or other individual authorized by Customer to access and use the Products solely on Customer’s behalf.

“Confidential Information” means non-public technical, business, financial, operational, commercial, security, legal, or product information disclosed by one party to the other, whether oral, written, digital, visual, or otherwise, that a reasonable businessperson would understand to be confidential. Ridewolf Confidential Information includes the Products, Documentation, pricing, product roadmaps, APIs, security architecture, implementation details, and non-public product functionality. Customer Confidential Information includes Customer Data and non-public business information supplied to Ridewolf.

“Customer Data” means all data, records, files, information, content, settings, user inputs, account information, fleet information, vehicle information, location information, trip information, reservations, communications, forms, consents, pricing, policies, custom fields, uploaded materials, and other content submitted to, transmitted through, stored in, or generated through Customer’s use of the Products, excluding Aggregated Data, Metadata, Usage Data, and Ridewolf Property.

“Customer Offering” means any services, rentals, bookings, reservations, subscriptions, transportation-related activities, vehicle access, fleet access, or other offerings made available by Customer to End Users through or in connection with the Products, including through any White-Label Services.

“Documentation” means Ridewolf’s technical, operational, training, implementation, API, support, or user documentation made available by Ridewolf from time to time.

“End User” means any rider, renter, driver, passenger, fleet user, lessee, subscriber, guest, employee, contractor, or other end user who accesses or uses a vehicle, mobility asset, booking flow, reservation flow, app, account, interface, or white-label deployment powered by the Products.

“Fees” means all subscription fees, implementation fees, professional services fees, white-label fees, hardware fees, usage fees, transaction fees, overage fees, support fees, taxes, and other charges payable under this Agreement or any Order Form.

“Feedback” means any suggestion, recommendation, comment, enhancement request, bug report, idea, or other feedback regarding the Products.

“Firmware” means software embedded in, used by, or deployed to any supported hardware, telematics unit, lock, controller, gateway, sensor, or related device.

“Hardware” means any telematics unit, gateway, lock, controller, access device, sensor, accessory, or other physical device supplied by Ridewolf, if any.

“Licensed Scope” means the scope of Customer’s permitted use of the Products as defined by the applicable Order Form, plan, subscription, user count, location count, vehicle count, transaction volume, feature set, API limits, environment restrictions, or other usage metric.

“Metadata” means system-generated metadata arising from the operation, monitoring, logging, or support of the Products that does not itself constitute Customer Data, including timestamps, system events, audit trails, technical logs, and routing or performance metadata.

“Non-Ridewolf Products” means third-party products, software, platforms, websites, hardware, services, payment processors, KYC/verification tools, insurance tools, APIs, communication tools, maps, cloud services, charging systems, integrations, or other resources not owned or controlled by Ridewolf that interoperate with the Products.

“Order Form” means any quote, order form, statement of work, checkout page, subscription form, or reseller order, in each case expressly issued, approved, or accepted by Ridewolf, under which Products are purchased or made available. For clarity, any purchase order or similar document issued unilaterally by Customer shall not constitute an Order Form unless expressly accepted in writing by Ridewolf.

“Pre-Launch Offerings” means alpha, beta, pilot, preview, testing, early-access, prototype, or experimental Products or features.

“Products” means the Services, Apps, API, Documentation, Support Services, Professional Services, Firmware, Hardware, white-label implementations, and all related Ridewolf offerings made available to Customer under this Agreement. For clarity, Products do not include Non-Ridewolf Products.

“Professional Services” means implementation, onboarding, configuration, migration, consulting, training, customization, integration, support, or other professional services provided by Ridewolf.

“Reseller” means an authorized distributor, reseller, referral partner, white-label partner, or similar third party through which Products may be purchased or made available.

“Ridewolf Property” means the Products, Documentation, APIs, Apps, Firmware, Hardware designs, object code, source code, interfaces, templates, system architecture, security architecture, know-how, inventions, workflows, Modifications, Metadata, Usage Data, Aggregated Data, and all intellectual property rights therein.

“Services” means the Ridewolf cloud software, dashboards, portals, hosted services, apps, APIs, support services, and related functionality provided under this Agreement.

“Support Services” means support and maintenance services, if included in the applicable Order Form or plan.

“Claim” means any actual or threatened claim, demand, action, suit, proceeding, arbitration, inquiry, audit, investigation, or regulatory or administrative matter.

“Losses” means any and all losses, damages, liabilities, deficiencies, judgments, settlements, awards, fines, penalties, costs, and expenses, including reasonable attorneys’ fees and costs of enforcement.

“Usage Data” means usage analytics, service interaction data, performance metrics, product telemetry, operational patterns, and similar data regarding how the Products are used, excluding Customer Data to the extent prohibited by law.

“White-Label Services” means Products made available under Customer’s branding, custom domain, co-branded interface, branded mobile experience, branded communications, or similar white-label or embedded deployment approved by Ridewolf.

“High-Risk Activities” means activities or environments requiring fail-safe performance or heightened safety, regulatory, or mission-critical reliability, including use in connection with life-support systems, emergency response systems, weapons, military or defense operations, air traffic control, hazardous industrial environments, critical infrastructure, law-enforcement misuse, autonomous driving decisions, or any activity where failure of the Products could reasonably result in death, bodily injury, environmental harm, or catastrophic property or financial loss.

“Vehicle Data” means any data generated by, associated with, transmitted from, or relating to vehicles, equipment, or connected assets used with the Products, including geolocation data, trip data, battery status, access logs, lock or unlock events, utilization records, vehicle status, charging data, mileage, diagnostics, geofence events, telemetry, and event logs.

2. Scope of Agreement and Product Structure

2.1. This Agreement governs Customer’s access to and use of the Products, including:
(a) the Ridewolf website and subdomains;
(b) dashboards, portals, admin panels, and hosted software;
(c) mobile apps;
(d) APIs and developer tools;
(e) white-label deployments;
(f) connected-vehicle, telematics, geolocation, access-control, fleet management, reservation, booking, analytics, communications, and workflow functionality;
(g) any Hardware and Firmware supplied by Ridewolf; and
(h) any Professional Services or Support Services provided by Ridewolf.

2.2. Certain Products may be subject to additional or supplemental terms. Those supplemental terms are incorporated by reference and form part of this Agreement.

2.3. To the extent of an express conflict, the order of precedence shall be:
(a) a separately signed agreement between Customer and Ridewolf;
(b) the applicable Order Form;
(c) any applicable product-specific schedule, DPA, SLA, or supplement; and
(d) this Agreement.

2.4. If Products are purchased through a Reseller, this Agreement governs the relationship between Ridewolf and Customer with respect to the Products. Any separate agreement between Customer and Reseller governs only the commercial relationship between Customer and Reseller unless expressly stated otherwise.

2.5.Certain Products, modules, features, integrations, APIs, Apps, Hardware, White-Label Services, Support Services, or Professional Services may be subject to additional product-specific terms, schedules, policies, or technical requirements. Customer’s access to or use of such Products constitutes acceptance of the applicable additional terms. In the event of an express conflict, the order of precedence set forth in Section 2.3 shall apply.

3. License Grant and Access Rights

3.1. Subject to Customer’s compliance with this Agreement and payment of all Fees, Ridewolf grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the applicable term to access and use the Products solely:
(a) in accordance with the Documentation;
(b) within the Licensed Scope; and
(c) for Customer’s internal business operations and authorized customer-facing activities permitted by the applicable Product configuration, including White-Label Services where expressly approved.

3.2. No ownership rights are transferred to Customer. All rights not expressly granted are reserved by Ridewolf and its licensors.

3.3. Customer may permit Authorized Users, and where applicable End Users, to use the Products strictly within the Licensed Scope and only as permitted by this Agreement.

3.4. The Products may include distinct modules, plans, feature sets, integrations, or service tiers. Access to one Product or feature does not grant rights to any other Product or feature unless expressly included in the applicable Order Form.

3.5.Customer’s right to access and use the Products is conditioned at all times upon Customer’s continued compliance with this Agreement, the applicable Licensed Scope, and all payment obligations. Ridewolf may implement technical, geographic, account-level, environment-level, or feature-level restrictions, throttling, or access controls as reasonably necessary to enforce the Licensed Scope, protect service integrity, comply with law, or mitigate abuse or risk.

3.6.Customer shall not permit any person to access or use the Products as a direct contracting consumer of Ridewolf. Customer acknowledges and agrees that any use of the Products by End Users is solely in connection with Customer’s own business operations, products, or services, and does not create any contractual, consumer, transportation, rental, leasing, or service relationship between Ridewolf and any End User, unless expressly agreed otherwise by Ridewolf in a separate signed writing.

4. Licensed Scope; Overuse; No Downgrade During Active Term

4.1. Customer may use the Products only within the Licensed Scope.

4.2. Ridewolf may monitor usage of the Products for purposes of enforcing Licensed Scope, security, billing accuracy, service integrity, and compliance.

4.3. If Customer exceeds the Licensed Scope, Ridewolf may, in its sole discretion:

(a) restrict, disable, throttle, or suspend the excess use or any affected feature, module, Account, API access, or environment;

(b) require Customer to purchase the appropriate increased scope, plan, user count, vehicle count, transaction volume, or feature set;

(c) invoice Customer, retroactively and prospectively, for the applicable higher plan, overage, or expanded license at then-current pricing, calculated from the date the excess use began or from the earliest date reasonably determinable by Ridewolf; and/or

(d) align Customer’s subscription or service configuration to the applicable plan or scope without the need for a new Order Form.

4.4. Customer agrees to pay all additional amounts due for any unauthorized or excess use immediately upon invoice.

4.5. Unless Ridewolf expressly agrees otherwise in writing, Customer may not downgrade to a lower plan, lower feature tier, fewer licenses, fewer vehicles, fewer environments, or a reduced commitment during an active committed term.

5. White-Label Services

5.1. If expressly approved by Ridewolf and set out in an Order Form, Products may be made available as White-Label Services.

5.2. White-Label Services may include Customer branding, custom domains, branded emails, branded interfaces, customized rider or renter flows, or other branding elements approved by Ridewolf.

5.3. Customer grants Ridewolf a limited, non-exclusive, worldwide, royalty-free right during the term to use Customer’s names, marks, logos, and branding solely as necessary to provide White-Label Services.

5.4. Unless otherwise agreed in writing:
(a) Ridewolf remains the provider of the underlying platform and technology;
(b) Ridewolf may remain the publisher of any applicable mobile application;
(c) Ridewolf may disclose its involvement where legally required or operationally necessary; and
(d) White-Label Services do not transfer ownership of the underlying platform, code, architecture, APIs, or Ridewolf Property.

5.5. Customer is solely responsible for ensuring that End Users accessing Products through White-Label Services are bound by enforceable terms and required disclosures, including disclosures relating to privacy, telematics, location tracking, payments, e-signatures, and third-party providers.

5.6. Customer must ensure that End Users clearly acknowledge and accept applicable terms before using the Products through Customer’s interface, whether by checkbox, click-through, incorporated terms, linked terms, or another legally sufficient consent mechanism.

5.7. Customer shall maintain adequate records evidencing End User acceptance of applicable terms, disclosures, consents, and acknowledgments, including versioning, timestamps, audit trails, or equivalent records sufficient to demonstrate enforceable acceptance under applicable law. Upon reasonable request, Customer shall provide Ridewolf with evidence of such acceptance to the extent relevant to claims, disputes, investigations, or legal compliance.

5.8. Customer remains fully responsible for all disputes, claims, obligations, liabilities, and losses arising between Customer and End Users, including where End Users are unaware of Ridewolf’s role.

5.9.White-Label Services do not create any partnership, agency, fiduciary, joint venture, representative, or employment relationship between Ridewolf and Customer or between Ridewolf and any End User. Customer shall not represent that Ridewolf is a party to Customer’s Customer Offering except to the extent expressly authorized in writing by Ridewolf.

6. Accounts and Security

6.1. Customer is solely responsible for administering and protecting all Accounts.

6.2. Customer shall:
(a) grant access only to Authorized Users and permitted End Users;
(b) maintain accurate account information;
(c) keep credentials, passwords, tokens, and API keys confidential;
(d) require all users to protect login information; and
(e) promptly deactivate compromised accounts.

6.3. Customer is fully responsible for all actions taken through its Accounts, including by Authorized Users, End Users, contractors, employees, agents, and anyone who obtains access through Customer’s systems or credentials.

6.4. Customer shall notify Ridewolf immediately of any actual or suspected unauthorized access, compromise, breach, or misuse.

6.5. Ridewolf may require multi-factor authentication, password requirements, domain verification, user verification, or other security controls.

6.6. Ridewolf may suspend or disable any Account that presents a security risk, fraud risk, legal risk, service integrity risk, or breach of this Agreement.

6.7. Customer shall maintain commercially reasonable administrative, technical, and organizational safeguards to protect its Accounts, systems, endpoints, credentials, tokens, and Customer Data, including prompt revocation of access for departing personnel, secure credential management, least-privilege access controls, and appropriate monitoring of Authorized User activity. Ridewolf may log, review, and monitor Account and Product activity for fraud prevention, abuse detection, service integrity, audit, and compliance purposes.

7. Customer Responsibilities

7.1. Customer is solely responsible for:
(a) the legality, quality, accuracy, integrity, completeness, and reliability of Customer Data;
(b) all acts and omissions of Authorized Users, End Users, contractors, and agents;
(c) all vehicles, fleets, equipment, hardware, infrastructure, and customer-facing operations connected with its business;
(d) obtaining all permits, licenses, registrations, insurance, legal approvals, and regulatory authorizations required for Customer’s business model;
(e) customer-facing pricing, taxes, deposits, surcharges, refunds, waivers, notices, policies, and operational rules;
(f) its relationships with End Users;
(g) all disputes involving reservations, bookings, fleet access, billing, usage, accidents, fines, penalties, tolls, parking, damage, misconduct, chargebacks, fraud, or service complaints; and
(h) maintaining backups of Customer Data as appropriate for Customer’s own business continuity.

(i) all insurance coverages, underwriting requirements, fleet eligibility rules, vehicle registration and inspection obligations, driver or renter eligibility, and all municipal, parking, transport, labor, and workplace monitoring obligations applicable to Customer’s operations.

7.2. Customer shall ensure that its use of the Products, and all use through its Accounts or branded interfaces, complies with all applicable laws, including transportation, fleet, mobility, rental, leasing, employment, consumer, privacy, marketing, sanctions, export, insurance, tax, and e-signature laws.

7.3. Customer shall obtain all rights, permissions, notices, consents, and legal bases necessary for Ridewolf to process Customer Data and provide the Products.

7.3A. Customer is solely responsible for determining whether its use of the Products, and its business model, workflows, communications, access controls, telematics practices, pricing practices, booking or rental processes, waivers, deposit handling, customer onboarding, identity verification, driver screening, fleet operations, and any related activities comply with all applicable laws, regulations, permits, licensing requirements, municipal rules, labor rules, consumer protection requirements, transport rules, rental or leasing rules, and industry-specific obligations in each jurisdiction where Customer operates.

8. End User Terms and Customer-Facing Agreements

8.1. Customer shall maintain enforceable end-user terms, privacy notices, and any legally required policies governing Customer’s relationship with End Users.

8.2. Customer’s end-user terms shall:
(a) be no less protective of Ridewolf than this Agreement where legally permissible;
(b) disclaim Ridewolf’s responsibility for Customer’s transportation, rental, leasing, or fleet operations to the maximum extent permitted by law;
(c) prohibit misuse of the Products;
(d) disclose any relevant location, telematics, access-control, recording, or monitoring practices;
(e) include required app store terms where applicable; and
(f) include any additional provisions reasonably requested by Ridewolf.

8.3. Upon request, Customer shall provide Ridewolf copies of Customer’s end-user terms, privacy policy, and related customer-facing policies.

8.4. Ridewolf may require certain Product flows or features to be subject to separate Ridewolf end-user terms or consents.

8.5. Ridewolf may require Customer to revise, supplement, or replace any End User terms, privacy notices, consent flows, or customer-facing legal materials that, in Ridewolf’s reasonable judgment, are misleading, legally insufficient, inconsistent with the Products, or insufficiently protective of Ridewolf. Ridewolf may suspend the applicable White-Label Services or End User flows until such deficiencies are cured.

8.6. Customer is solely responsible for preparing, maintaining, displaying, and enforcing all customer-facing, rider-facing, renter-facing, driver-facing, fleet-user-facing, employee-facing, or contractor-facing terms, conditions, notices, disclosures, waivers, consents, acknowledgments, and privacy materials required for Customer’s business model, operations, jurisdictions, and regulatory environment. Ridewolf shall have no responsibility for the sufficiency, enforceability, legality, presentation, or implementation of such materials except to the extent expressly agreed by Ridewolf in a separate signed writing.

9. Mobile Applications

9.1. Ridewolf may provide Apps through the Apple App Store, Google Play, or other marketplaces.

9.2. Customer and End Users must comply with all applicable third-party app store terms.

9.3. Ridewolf, and not Apple, Google, or any other app store operator, is solely responsible for the Apps and their content, except as otherwise required by applicable marketplace terms.

9.4. Apps may request access to device features such as location, camera, storage, Bluetooth, NFC, notifications, or biometrics where necessary for Product functionality. Customer is responsible for ensuring that legally required disclosures and consents are obtained where required.

9.5. Ridewolf may send in-app notifications, transactional alerts, security notices, and operational communications.

9.6. Continued use of the Apps may require installation of updates, patches, or upgrades.

9.7. If any App is accessed through the Apple App Store, Google Play, or another marketplace, Customer and End Users acknowledge that such marketplace operator is not a party to this Agreement and is not responsible for the Products, maintenance, support, or claims relating thereto, except as required by applicable marketplace terms. Customer and End Users must comply with all applicable marketplace usage rules, and any use of the Apps must remain consistent with such rules.

10. API Use

10.1. If Customer is granted API access, Customer may use the API only:
(a) within the Licensed Scope;
(b) in accordance with the Documentation;
(c) for lawful purposes; and
(d) without impairing, overloading, bypassing, scraping, or abusing the Products.

10.2. Customer shall not:
(a) exceed applicable rate limits;
(b) share API credentials with unauthorized parties;
(c) reverse engineer or abuse endpoints;
(d) use the API for competitive benchmarking; or
(e) use the API in a way that threatens security or service integrity.

10.3. Ridewolf may impose or modify rate limits, quotas, monitoring, security controls, and API restrictions at any time.

10.4. Ridewolf may suspend or revoke API access immediately for abuse, risk, breach, or security reasons.

10.5. Unless expressly stated in an SLA or Order Form, Ridewolf does not guarantee continuous API availability, backward compatibility, or uninterrupted operation.

10.6. Ridewolf may modify API endpoints, authentication methods, payloads, data schemas, rate limits, security requirements, and technical specifications at any time. Unless expressly committed in writing, Ridewolf does not guarantee backward compatibility. Customer is solely responsible for implementing appropriate error handling, monitoring, fallback logic, credential security, and technical controls in connection with its use of the API.

11. Hardware, Firmware, Installation, and Connected Systems

11.1. Certain Products may depend on Hardware, Firmware, telematics units, gateways, locks, sensors, controllers, IoT devices, charging equipment, SIMs, or related connected systems.

11.1A.Unless otherwise expressly stated in an applicable Order Form, all Hardware shall be deemed delivered, and risk of loss shall pass to Customer, upon shipment by Ridewolf or its designated supplier or fulfillment partner. Customer is responsible for all import duties, taxes, customs formalities, local compliance requirements, and any losses occurring after such shipment.

11.2. Customer is responsible for proper installation, integration, operation, maintenance, repair, compatibility, and lawful use of all hardware and connected equipment, unless Ridewolf expressly undertakes such responsibility in writing.

11.3. Improper installation, maintenance, wiring, mounting, power supply, integration, or handling may cause malfunction, inaccurate data, loss of functionality, property damage, bodily injury, or death. Customer assumes all risks arising from improper installation or use.

11.4. Ridewolf may deploy Firmware updates, software updates, or configuration changes remotely and automatically. Customer consents to such updates.

11.5. Ridewolf makes no guarantee that telematics, location data, remote commands, locks, unlocks, immobilization, battery readings, diagnostics, geofencing, or other connected features will always be accurate, immediate, uninterrupted, or fail-safe.

11.5A.Unless expressly stated in writing by Ridewolf, Ridewolf does not represent or warrant that any Hardware, Firmware, telematics unit, location service, access-control feature, or connected functionality is certified, approved, or suitable for any particular regulatory, safety, insurance, or legal purpose.

11.6. Customer shall not rely on the Products for life-critical, emergency, crash-prevention, accident-avoidance, or fail-safe applications.

11.7. Customer shall not tamper with, relocate, disable, obscure, bypass, modify, or interfere with any Hardware, Firmware, telematics unit, gateway, access-control device, or connected component except as expressly authorized in writing by Ridewolf.

12. Vehicle and Fleet Operations Disclaimer

12.1. Unless expressly agreed otherwise in writing, Ridewolf is solely a technology provider.

12.2. Ridewolf is not:
(a) a transportation carrier;
(b) a rental company or lessor;
(c) a fleet operator;
(d) a vehicle owner;
(e) a payment processor;
(f) an insurer or insurance producer;
(g) a legal or compliance adviser; or
(h) a guarantor of vehicle condition, safety, legality, roadworthiness, availability, charging status, or user conduct.

12.2A.Ridewolf is not a party to any booking, rental, lease, transport, subscription, access, insurance, payment, or other transaction or arrangement between Customer and any End User, driver, renter, passenger, fleet participant, or third party, unless expressly stated otherwise in a signed writing.

12.2B. Except to the extent expressly undertaken in writing as part of a Product, Ridewolf does not verify the identity, age, eligibility, licensing status, insurance status, legal compliance, sobriety, competence, safety, or suitability of any End User, driver, renter, or third party.

12.2C. Customer acknowledges that the Products are business tools made available to Customer and do not constitute an offer by Ridewolf to provide transportation, rental, subscription, fleet access, vehicle access, ride-hailing, or related services to the public. Ridewolf does not set or control Customer’s customer-facing commercial terms, eligibility rules, pricing, deposits, penalties, refunds, vehicle-use rules, or operational policies, except to the extent expressly configured by Customer within the Products.

12.3. Active human supervision remains required where relevant. The Products are not a substitute for lawful, safe, and competent driving, fleet operation, workplace supervision, maintenance, or compliance management.

12.4. Customer is solely responsible for speeding, traffic violations, tolls, parking violations, accidents, injuries, misuse of vehicles, and other operational consequences, even where the Products are in use.

13. Professional Services

13.1. If Customer purchases Professional Services, Ridewolf will use commercially reasonable efforts to perform them as described in the applicable Order Form or statement of work.

13.2. Customer shall cooperate fully, including by timely providing information, access, approvals, personnel, hardware access, business rules, integrations, and other dependencies reasonably required by Ridewolf.

13.3. Ridewolf is excused from delay or failure to perform Professional Services to the extent caused by Customer’s acts, omissions, delays, or failure to provide dependencies.

13.4. Unless otherwise agreed in writing, all work product, configurations, workflows, templates, integrations, scripts, and deliverables created by Ridewolf remain Ridewolf Property, except Customer Data embedded therein.

13.5. Unless otherwise expressly stated in an applicable statement of work, Professional Services and any related deliverables shall be deemed accepted upon delivery. Customer must notify Ridewolf in writing of any material nonconformity within ten (10) business days after delivery, describing such nonconformity in reasonable detail. Minor issues, immaterial deviations, or items not preventing substantial use shall not constitute grounds for rejection or non-payment.

14. Third-Party Services and Non-Ridewolf Products

14.1. Products may interoperate with Non-Ridewolf Products, including payment processors, identity verification providers, insurance tools, e-signature systems, maps, communications providers, cloud services, app stores, or other external systems.

14.2. Ridewolf does not own or control Non-Ridewolf Products and does not warrant or support them except as expressly stated in writing.

14.3. Customer uses all Non-Ridewolf Products at its own risk and is solely responsible for:
(a) reviewing and complying with third-party terms;
(b) maintaining active integrations;
(c) paying third-party fees;
(d) handling disputes with those providers; and
(e) ensuring lawful use of those third-party services.

14.4. Ridewolf shall have no liability for:
(a) third-party downtime, failures, API changes, deprecations, suspensions, chargebacks, holds, lockouts, verification failures, or outages;
(b) data loss or operational disruption caused by Non-Ridewolf Products; or
(c) changes or discontinuation of third-party integrations.

14.5. Ridewolf may suspend, remove, or discontinue support for any integration at any time.

14.6. Ridewolf shall have no responsibility or liability for any decision, denial, result, output, action, delay, or omission by any Non-Ridewolf Product or provider, including payment acceptance decisions, verification outcomes, underwriting outcomes, insurance determinations, identity checks, fraud screening results, or similar third-party actions or determinations.

15. Payments, Billing, Taxes, Auto-Renewal, and Chargebacks

15.1. Customer shall pay all Fees as set forth in the applicable Order Form, subscription page, or billing terms.

15.2. Unless otherwise agreed:
(a) Fees are stated in US$;
(b) Fees are non-refundable;
(c) subscriptions automatically renew unless timely cancelled in accordance with applicable terms;
(d) Customer authorizes recurring charges to its payment method; and
(e) Ridewolf may suspend Products for non-payment.

15.3. If Customer’s payment method fails, Customer must promptly update it or pay any invoice issued by Ridewolf within the specified period.

15.4. Ridewolf may charge interest on overdue amounts at the lesser of:
(a) 1.5% per month; or
(b) the maximum amount permitted by law.

15.4A. Customer must notify Ridewolf in writing of any good-faith dispute regarding an invoice within fifteen (15) days after the invoice date, specifying the disputed amount and the basis for the dispute in reasonable detail. If Customer does not do so within such period, the invoice shall be deemed accepted. Customer shall timely pay all undisputed amounts notwithstanding any dispute.

15.5. Customer may not withhold, set off, or reduce payment obligations due to any claim, dispute, or counterclaim.

15.5A.Any suspension, throttling, restriction, or limitation of the Products by Ridewolf under this Agreement shall not relieve Customer of any obligation to pay Fees or other amounts accrued or payable under this Agreement.

15.6. Customer is responsible for all taxes, duties, levies, VAT, GST, sales tax, use tax, withholding tax, transaction taxes, and similar governmental charges, excluding taxes based solely on Ridewolf’s net income.

15.7. Where Ridewolf uses a third-party payment processor, Customer may be required to agree to additional processor terms. Ridewolf is not responsible for processor errors, disputes, holds, or payment-provider failures.

15.8. If Customer disputes a valid charge through a bank or card issuer instead of first contacting Ridewolf, Customer shall reimburse Ridewolf for all resulting chargeback, investigation, processor, and administrative fees to the maximum extent permitted by law.

15.9. Repeated or bad-faith chargebacks, reversals, or payment disputes may result in immediate suspension or termination.

15.10. If Ridewolf offers free trials, test environments, promotional access, credits, or prepaid verification/usage credits, Ridewolf may impose separate terms regarding expiration, forfeiture, non-transferability, auto-recharge, and non-refundability.

15.11.If Customer purchases Products through a Reseller, all matters relating to pricing, billing, taxes, refunds, credits, and payment timing between Customer and such Reseller shall be governed solely by the separate agreement between Customer and Reseller, and Ridewolf shall have no responsibility or liability in connection therewith unless expressly assumed in writing.

16. Service Changes, Deprecations, and Product Updates

16.1. Ridewolf may modify, replace, improve, suspend, deprecate, or discontinue any Product, feature, API, integration, interface, workflow, pricing tier, plan structure, or technical requirement at any time.

16.2. Ridewolf may provide notice of material changes where commercially reasonable, but shall not be liable for Customer’s failure to review such changes.

16.3. Ridewolf may retire, replace, or deprecate features or APIs for security, legal, compliance, technical, or commercial reasons.

16.4. Customer is solely responsible for timely updating Customer’s systems, workflows, integrations, and operations in response to deprecations or changes.

16.5. Ridewolf may issue updates, upgrades, patches, fixes, and new functionality with or without prior notice.

16.6.Any product roadmap, forecast, presentation, demonstration, beta description, marketing material, proposal, or sales discussion regarding future functionality, integrations, features, or timing is for informational purposes only and shall not create any binding obligation unless expressly included in an Order Form or separate written agreement signed by Ridewolf.

17. Pre-Launch Offerings

17.1. Ridewolf may make Pre-Launch Offerings available in its sole discretion.

17.2. Pre-Launch Offerings are provided “as is,” “as available,” and without warranty of any kind.

17.3. Ridewolf may modify or terminate any Pre-Launch Offering at any time without liability.

17.4. Customer uses Pre-Launch Offerings at its own risk and assumes all risks arising from testing, piloting, early adoption, or integration of such offerings.

17.5. Ridewolf shall have no liability arising from Pre-Launch Offerings except to the extent liability cannot be excluded under applicable law, and in no event shall such liability exceed US$100 unless otherwise required by law.

18. Data Ownership, License, and Privacy

18.1. As between the parties, Customer retains ownership of Customer Data.

18.2. Customer grants Ridewolf a non-exclusive, worldwide, transferable, sublicensable, royalty-free right and license during the term to host, use, process, store, transmit, reproduce, display, modify, analyze, and otherwise handle Customer Data as necessary to:
(a) provide, maintain, support, secure, improve, and operate the Products;
(b) perform onboarding, implementation, support, troubleshooting, analytics, fraud prevention, and compliance activities;
(c) generate Aggregated Data, Metadata, and Usage Data; and
(d) comply with legal obligations and enforce this Agreement.

18.3. Ridewolf may use Aggregated Data, Metadata, and Usage Data for any lawful business purpose, including analytics, service improvement, security, benchmarking, and operational optimization, provided such use does not identify Customer or individuals where prohibited by law.

18.4. Customer represents and warrants that it has obtained all necessary rights, notices, consents, and legal bases required for Ridewolf to process Customer Data as contemplated by this Agreement.

18.4A. Customer remains solely responsible for the legality, appropriateness, and sufficiency of any instructions, settings, configurations, disclosures, retention choices, workflows, or operational choices requested by Customer in connection with the processing, disclosure, storage, or deletion of Customer Data or personal data.

18.4B. Ridewolf shall have no liability arising from Customer’s selected settings, configurations, retention choices, geolocation settings, access-control settings, automated workflows, customer communications, pricing logic, suspension logic, identity-verification choices, or other Customer-directed operational or data-processing choices implemented through the Products, except to the extent directly caused by Ridewolf’s breach of this Agreement.

18.5. Customer acknowledges that Ridewolf may access Customer’s account and data where reasonably necessary to provide support, maintain system integrity, investigate incidents, ensure compliance, or respond to legal obligations.

18.6. If Ridewolf processes personal data on Customer’s behalf, the applicable Data Processing Addendum shall govern such processing and is incorporated by reference.

18.6A. Ridewolf may engage subprocessors, hosting providers, infrastructure providers, support providers, analytics providers, and other service providers in connection with providing, supporting, securing, and improving the Products, subject to appropriate contractual or legal safeguards as required by applicable law.

18.6B. As between the parties, Customer acknowledges that, except where Ridewolf expressly acts as controller for its own business operations, Ridewolf’s processing of Customer Data and personal data through the Products is generally carried out on behalf of Customer in Ridewolf’s role as processor, service provider, or subprocessor, as applicable. Customer remains solely responsible for determining the purposes of Customer’s processing activities, the legal basis relied upon by Customer, the categories of data submitted to the Products, the duration of retention requested by Customer, and the legality of Customer’s instructions and configurations.

18.7. Customer is solely responsible for:
(a) its privacy notices;
(b) data subject rights handling, unless expressly undertaken by Ridewolf;
(c) determining the legal basis for data collection and use;
(d) complying with employee monitoring, geolocation, telematics, consumer privacy, and cross-border transfer requirements applicable to Customer’s business; and
(e) ensuring legal compliance for any data collected through White-Label Services.

18.8. Ridewolf’s Privacy Policy, if posted, applies to personal data Ridewolf processes as controller.

18.9.Upon expiration or termination of the applicable Products, Ridewolf may retain Customer Data for a limited period consistent with its backup, retention, dispute-resolution, fraud-prevention, billing, and legal compliance needs. Subject to payment of all outstanding amounts and the technical capabilities of the Products, Ridewolf may make Customer Data available for export for a limited post-termination retrieval period. Thereafter, Ridewolf may delete or render inaccessible Customer Data, except to the extent retention is required or permitted by applicable law, internal backup policies, audit obligations, fraud prevention needs, or dispute resolution requirements.

19. Confidentiality

19.1. Each party shall:
(a) protect the other party’s Confidential Information using at least reasonable care;
(b) use it only for purposes of this Agreement; and
(c) not disclose it except to employees, Affiliates, contractors, advisers, subprocessors, and service providers with a need to know and bound by confidentiality obligations.

19.2. Confidential Information does not include information that:
(a) becomes public without breach;
(b) was already lawfully known without restriction;
(c) is lawfully received from a third party without restriction; or
(d) is independently developed without use of the disclosing party’s Confidential Information.

19.3. A receiving party may disclose Confidential Information where required by law, subpoena, court order, or regulator, provided it gives prior notice where legally permitted.

19.4. Each party acknowledges that unauthorized disclosure of Confidential Information may cause irreparable harm and that injunctive relief may be appropriate.

19.5. Upon written request of the disclosing party or upon expiration or termination of this Agreement, each receiving party shall, within a reasonable time, return or destroy the disclosing party’s Confidential Information in its possession or control, except to the extent retention is required by law, permitted under internal backup or archival systems, or reasonably necessary for legal, audit, security, or compliance purposes, in which case such retained Confidential Information shall remain subject to this Section 19.

20. Intellectual Property; Feedback

20.1. Ridewolf and its licensors own all right, title, and interest in the Ridewolf Property.

20.2. Customer shall not acquire any ownership rights in the Ridewolf Property by virtue of this Agreement.

20.3. Customer shall not remove, obscure, or alter proprietary notices, trademarks, or product identifiers.

20.4. Any Feedback provided by Customer may be used by Ridewolf without restriction, attribution, or compensation. Customer hereby irrevocably assigns to Ridewolf all right, title, and interest in such Feedback to the extent any such rights arise.

21. Acceptable Use and Restricted Activities

21.1. Customer shall not, and shall not permit any third party to:
(a) resell, lease, sublicense, distribute, or white-label the Products except as expressly authorized;
(b) use the Products for competitive analysis, benchmarking, or developing competing offerings;
(c) reverse engineer, decompile, disassemble, decode, scrape, crawl, mirror, or otherwise derive the code, structure, or operation of the Products;
(d) access non-public areas or bypass security measures;
(e) transmit malware, harmful code, bots, or abusive traffic;
(f) use the Products in violation of law or third-party rights;
(g) upload or process unlawful, defamatory, infringing, discriminatory, fraudulent, harassing, obscene, or abusive material;
(h) use the Products for unauthorized tracking, unlawful surveillance, discrimination, harassment, stalking, or misuse of location, vehicle, or user data;
(i) store or process highly sensitive data not intended for the Products, including full payment card data, CVV codes, SSNs, classified information, or protected health data unless expressly supported and contractually approved;
(j) use the Products in high-risk activities, fail-safe environments, weapons-related uses, law-enforcement abuses, critical infrastructure misuse, or situations where Product failure could directly cause death, personal injury, or catastrophic loss;
(k) impersonate any person or entity;
(l) abuse support channels or submit false claims; or
(m) authorize, encourage, or enable any of the foregoing.

21.2. Ridewolf may investigate violations, cooperate with law enforcement, and suspend or terminate access immediately upon suspected or actual breach.

21.3.Ridewolf may report suspected misuse, unlawful conduct, security incidents, chargeback abuse, sanctions concerns, fraud, harassment, stalking, privacy violations, or other misconduct relating to the Products to law enforcement, regulators, payment processors, app store providers, insurers, hosting providers, or other affected parties where Ridewolf reasonably determines such disclosure is necessary to protect Ridewolf, its users, third parties, or the integrity of the Products.

22. Warranties by Customer

22.1. Customer represents, warrants, and covenants that:
(a) it has full power and authority to enter into this Agreement;
(b) Customer Data and Customer’s use of the Products will not infringe third-party rights or violate law;
(c) it has obtained and will maintain all necessary notices, consents, rights, and permissions for use of Customer Data and any End User data;
(d) it will comply with all applicable laws and regulations;
(e) it will not use the Products in prohibited jurisdictions or in violation of sanctions or export laws; and
(f) its Authorized Users and End Users will comply with this Agreement and applicable laws.

(g) it has independently evaluated the suitability of the Products for its business, legal, regulatory, operational, and insurance requirements and is not relying on Ridewolf for legal, tax, employment, transportation, insurance, or regulatory advice.

23. Warranty Disclaimer

23.1. THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

23.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIDE WOLF DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, SECURITY, AVAILABILITY, COMPATIBILITY, ACCURACY, COMPLETENESS, RELIABILITY, AND RESULTS.

23.3. RIDE WOLF DOES NOT WARRANT THAT:
(a) THE PRODUCTS WILL BE UNINTERRUPTED, ERROR-FREE, OR FAIL-SAFE;
(b) ALL ERRORS WILL BE CORRECTED;
(c) DATA, TELEMATICS, LOCATION, REMOTE COMMANDS, RESERVATIONS, BILLING, VERIFICATION, OR ANALYTICS WILL BE ACCURATE OR COMPLETE;
(d) THE PRODUCTS WILL PREVENT THEFT, ACCIDENTS, DAMAGE, FRAUD, MISUSE, OR DISPUTES; OR
(e) THE PRODUCTS WILL ENSURE COMPLIANCE WITH CUSTOMER’S LEGAL, REGULATORY, INSURANCE, OR OPERATIONAL OBLIGATIONS.

23.4. CUSTOMER ACKNOWLEDGES THAT ACTIVE HUMAN SUPERVISION REMAINS REQUIRED, AND THAT THE PRODUCTS ARE NOT A SUBSTITUTE FOR SAFE AND LAWFUL DRIVING, FLEET OPERATION, MAINTENANCE, OR END-USER MANAGEMENT.

24. Indemnification by Customer

24.1. Customer shall defend, indemnify, and hold harmless Ridewolf, its Affiliates, licensors, officers, directors, employees, contractors, agents, partners, and service providers from and against all third-party claims, actions, investigations, demands, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:
(a) Customer Data;
(b) Customer’s or its users’ use or misuse of the Products;
(c) Customer’s business operations, fleets, vehicles, rentals, subscriptions, transport services, or End User relationships;
(d) bodily injury, death, property damage, fines, traffic incidents, tolls, or legal violations involving Customer’s vehicles, equipment, or operations;
(e) Customer’s breach of this Agreement;
(f) Customer’s failure to provide notices or obtain consents;
(g) Customer’s violation of law, sanctions, privacy rules, or export laws;
(h) End User disputes, payment disputes, chargebacks, rental disputes, or e-signature disputes; and
(i) Customer’s negligence, willful misconduct, fraud, or infringement of third-party rights.

24.2. Ridewolf shall provide Customer with reasonably prompt written notice of any Claim subject to indemnification, provided that any failure to give prompt notice shall not relieve Customer of its obligations except to the extent Customer is materially prejudiced thereby. Customer shall assume control of the defense and settlement of the Claim with counsel reasonably acceptable to Ridewolf. Ridewolf may participate in the defense with counsel of its own choosing at its own expense. Customer shall not settle any Claim in a manner that admits fault of Ridewolf, imposes any obligation on Ridewolf, restricts Ridewolf’s rights, or fails to include a full release of Ridewolf, without Ridewolf’s prior written consent.

25. Limited IP Indemnity by Ridewolf

25.1. Ridewolf shall defend Customer against a third-party claim that the Products, as provided by Ridewolf and used by Customer in accordance with this Agreement, directly infringe a third party’s intellectual property rights, and shall pay damages finally awarded or agreed in settlement, provided that Customer:
(a) promptly notifies Ridewolf;
(b) grants Ridewolf sole control of the defense and settlement; and
(c) reasonably cooperates.

25.2. Ridewolf shall have no liability for claims arising from:
(a) Customer Data;
(b) combinations with Non-Ridewolf Products;
(c) Customer modifications;
(d) use outside the Licensed Scope; or
(e) Customer’s unlawful or unauthorized use.

25.3. If a Product becomes, or in Ridewolf’s opinion is likely to become, subject to such a claim, Ridewolf may:
(a) procure the right for Customer to continue using it;
(b) modify or replace it; or
(c) terminate the affected Product and refund prepaid unused fees for the terminated portion.

25.4. This Section states Ridewolf’s sole liability and Customer’s exclusive remedy for third-party IP infringement claims relating to the Products.

26. Limitation of Liability

26.1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, ANTICIPATED SAVINGS, OR DATA, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

26.2. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIDE WOLF SHALL NOT BE LIABLE FOR:
(a) ACCIDENTS, INJURIES, DEATH, PROPERTY DAMAGE, THEFT, VANDALISM, OR VEHICLE MISUSE;
(b) CHARGEBACKS, PAYMENT DISPUTES, VERIFICATION FAILURES, INSURANCE ISSUES, OR THIRD-PARTY SERVICE FAILURES;
(c) LOSSES ARISING FROM CUSTOMER’S FLEET, RENTAL, SUBSCRIPTION, OR TRANSPORT OPERATIONS;
(d) CUSTOMER’S FAILURE TO OBTAIN CONSENTS OR COMPLY WITH LAW;
(e) DOWNTIME, API CHANGES, FEATURE DEPRECATIONS, OR THIRD-PARTY OUTAGES; OR
(f) PRE-LAUNCH OFFERINGS OR NON-RIDE WOLF PRODUCTS.

26.2A. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIDE WOLF SHALL NOT BE LIABLE FOR ANY BODILY INJURY, DEATH, OR PROPERTY DAMAGE ARISING OUT OF OR RELATING TO CUSTOMER’S VEHICLES, FLEETS, CUSTOMER OFFERING, CUSTOMER OPERATIONS, OR THE ACTS OR OMISSIONS OF END USERS, DRIVERS, RENTERS, PASSENGERS, OR THIRD PARTIES.

26.3. EXCEPT FOR:
(a) CUSTOMER’S PAYMENT OBLIGATIONS;
(b) CUSTOMER’S INDEMNIFICATION OBLIGATIONS;
(c) CUSTOMER’S BREACH OF SECTION 19 OR SECTION 21;
(d) CUSTOMER’S FRAUD, WILLFUL MISCONDUCT, OR GROSS NEGLIGENCE; and
(e) TO THE EXTENT EXPRESSLY PROVIDED IN SECTION 25, RIDE WOLF’S IP INDEMNITY OBLIGATIONS,
THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO RIDE WOLF DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

26.4. IF NO FEES WERE PAID, THE TOTAL AGGREGATE LIABILITY OF RIDE WOLF SHALL NOT EXCEED US$100, TO THE EXTENT PERMITTED BY LAW.

26.5. THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

27. Term; Renewal; Suspension; Termination

27.1. This Agreement begins on the Effective Date and continues until terminated in accordance with this Agreement.

27.2. Each Order Form continues for the applicable subscription or license term stated therein.

27.3. Unless otherwise stated, subscriptions may automatically renew unless cancelled before the applicable notice deadline.

27.4. Ridewolf may suspend or terminate access immediately, with or without notice where legally permitted, if:
(a) Customer breaches this Agreement;
(b) payment is overdue;
(c) there is suspected fraud, abuse, misuse, chargeback abuse, or security risk;
(d) Customer exceeds the Licensed Scope;
(e) required by law, regulator, court order, sanctions, or export restrictions;
(f) a third-party provider materially affects Ridewolf’s ability to provide the Products; or
(g) continued access presents legal, reputational, safety, or operational risk.

27.5. Either party may terminate for material breach not cured within thirty (30) days after notice, unless the breach is incapable of cure or immediate action is reasonably necessary.

27.5A. Except as expressly stated in this Agreement or an applicable Order Form, Customer may not terminate any committed subscription, license, or Order Form for convenience prior to the end of its then-current term.

27.6. Ridewolf may terminate this Agreement or any Order Form for convenience on 30 days’ written notice. If Ridewolf does so without Customer breach, Ridewolf shall refund prepaid unused fees for the terminated portion of the affected term.

27.7. Upon termination or expiration:
(a) all rights granted to Customer cease;
(b) Customer shall stop using the Products;
(c) accrued payment obligations remain due;
(d) Ridewolf may disable Accounts; and
(e) Ridewolf may delete Customer Data in accordance with its retention practices, DPA, Privacy Policy, and applicable law.

27.8. If Customer requests data export before deletion and has paid all outstanding amounts, Ridewolf may make Customer Data available in a standard available format for a limited retrieval period.

27.9.Any provision of this Agreement that by its nature should survive expiration or termination shall survive, including without limitation provisions relating to payment obligations, data rights, confidentiality, intellectual property, Feedback, disclaimers, indemnification, limitations of liability, dispute resolution, export controls, sanctions, publicity rights accrued before termination, and any obligations that expressly survive.

28. Publicity

28.1. Customer grants Ridewolf the right to identify Customer by name and logo as a customer of Ridewolf on Ridewolf’s website, customer lists, investor materials, marketing materials, and similar business materials, unless Customer opts out in writing or the applicable Order Form provides otherwise. Any goodwill arising from such use shall inure to the benefit of Customer, and Ridewolf shall use Customer’s name and logo in a manner generally consistent with any reasonable brand usage guidelines made available by Customer.

29. Export Controls and Sanctions

29.1. Customer shall not access, use, export, re-export, transfer, or make the Products available in violation of any applicable export control, sanctions, or trade laws.

29.2. Customer represents that neither it nor any person acting on its behalf is a restricted party or located in a comprehensively sanctioned jurisdiction, except as expressly authorized by applicable law.

29.3. Ridewolf may suspend or terminate access immediately where sanctions or export-control concerns arise.

30. Force Majeure

30.1. Ridewolf shall not be liable for delay, interruption, or failure to perform caused by events beyond its reasonable control, including acts of God, weather, disasters, epidemic, pandemic, war, terrorism, civil unrest, labor disruption, internet failures, cloud outages, carrier failures, GPS failures, utility outages, cyberattacks, or third-party service failures.

31. Dispute Resolution, Governing Law

31.1. This Agreement shall be governed by the laws of the State of Delaware, without regard to conflict-of-laws principles.

31.2. The state and federal courts located in Delawareshall have exclusive jurisdiction over disputes arising out of or relating to this Agreement.

31.3. Each party irrevocably submits to such jurisdiction and venue.

31.4. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION.

32. Electronic Contracting

32.1. Customer agrees that this Agreement, notices, disclosures, invoices, records, consents, and communications may be provided electronically.

32.2. Customer consents to electronic signatures, click-through acceptance, electronic records, electronic transactions, and electronic delivery.

32.3. If the Products include e-signature functionality, Ridewolf provides only the technical means for electronic signing unless expressly agreed otherwise. Customer is solely responsible for the legality, enforceability, retention, consumer consent, and jurisdictional compliance of any document signed through the Products.

33. General Terms

33.1.This Agreement, together with all incorporated schedules and Order Forms, constitutes the entire agreement regarding the Products and supersedes all prior or contemporaneous discussions, proposals, understandings, and communications on that subject. Customer acknowledges that, in entering into this Agreement, it has not relied upon any statement, representation, promise, forecast, product roadmap, demonstration, or assurance not expressly set forth in this Agreement or an applicable Order Form.

33.1A. Any content appearing on Ridewolf’s website, in demos, sales materials, technical documentation, partner materials, case studies, or presentations is provided for general informational purposes only and does not constitute legal advice, compliance advice, transport advice, insurance advice, or a binding commitment by Ridewolf unless expressly incorporated into an Order Form or separate signed agreement.

33.2. Any purchase order terms, onboarding portal terms, hyperlinked terms, click-through vendor terms, or customer boilerplate terms are rejected and shall have no force or effect unless expressly accepted in writing by Ridewolf.

33.3. Customer may not assign this Agreement without Ridewolf’s prior written consent. Ridewolf may assign this Agreement in connection with a merger, acquisition, restructuring, sale of assets, financing, or change of control.

33.4. The parties are independent contractors. Nothing creates a partnership, agency, joint venture, franchise, fiduciary, or employment relationship.

33.5. If any provision is held invalid or unenforceable, the remaining provisions shall remain in effect.

33.6. No waiver is effective unless in writing. Failure to enforce any provision is not a waiver.

33.6A.Each party shall execute and deliver such further documents and take such further actions as may be reasonably necessary to give full effect to this Agreement.

33.7. Except as expressly stated, this Agreement benefits only the parties and their permitted successors and assigns.

33.8. Legal notices shall be sent to:
Ridewolf Legal: contact@ridewolf.com / 2093 Philadelphia Pike 2255, Claymont, DE 19703-2424, United States
Customer notices may be sent to the email or address associated with Customer’s Account or Order Form.

33.8A. Ridewolf may provide notices under this Agreement by email, through Customer’s Account, through an administrative dashboard, through the website, or by other reasonable electronic means. Customer is responsible for keeping its contact details current and for regularly reviewing communications, product notices, and legal updates made available by Ridewolf.

33.9. This Agreement is executed in English. Any translation is provided for convenience only. In the event of any inconsistency between the English version and any translated version, the English version shall control unless expressly agreed otherwise in writing.

34. Contact

If you have questions regarding this Agreement, please contact:

Ridewolf, Inc.
Ridewolf, Inc. Administration
2093 Philadelphia Pike 2255, Claymont, DE 19703-2424, United States
contact@ridewolf.com
+1 484-298-9791

Ridewolf’s website and contact channels are intended for business inquiries, enterprise onboarding, partner communications, demonstrations, implementation discussions, and customer support in connection with business use of the Products. They are not directed to consumers seeking direct transportation, rental, or ride services from Ridewolf.