Terms and Conditions for Partner-Drivers

Last Updated: January 17, 2019

These terms of service constitute a legally binding agreement (the “Agreement”) between you and Waka4Town. (“Waka4Town,” “we,” “us” or “our”) governing your use of the Waka4Town application, website, and technology platform (collectively, the “Waka4Town Platform”).

Please be advised: This Agreement contains provisions that govern how claims you and Waka4Town have against each other can be brought. These provisions will, with limited exception, require you to submit claims you have against Waka4Town 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. As a Driver or Driver applicant, you have an opportunity to opt out of arbitration with respect to certain claims as provided in Section 17.

By entering into to this Agreement, and/or by using or accessing the Waka4Town platform you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions in Section 17) and accept all of its terms. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access the Waka4Town Platform.

The Waka4Town Platform

The Waka4Town Platform provides a marketplace where persons who seek transportation to certain destinations (“Riders”) can be matched with persons driving to or through those destinations (“Drivers”). Drivers and Riders are collectively referred to herein as “Users,” and each User shall create a User account that enables access to the Waka4Town Platform. Each person may only create one User account, and Waka4Town reserves the right to shut down any additional accounts. As a User, you authorize Waka4Town to match you with a Driver or Rider based on factors such as your location, the estimated time to pick up, your destination, user preferences, and platform efficiency, and to cancel an existing match and rematch based on the same considerations. For purposes of this Agreement, the driving services provided by Drivers to Riders that are matched through the Platform shall be referred to collectively as the “Services”. Any decision by a User to offer or accept Services is a decision made in such User’s sole discretion. Each transportation Service provided by a Driver to a Rider shall constitute a separate agreement between such persons.

Modification to the Agreement

In the event Waka4Town modifies the terms and conditions of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Waka4Town reserves the right to modify any information referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Waka4Town Platform or Services after any such changes shall constitute your consent to such changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable).

Eligibility

The Waka4Town Platform may only be used by individuals who can form legally binding contracts under applicable law. The Waka4Town Platform is not available to children (persons under the age of 18) or Users who have had their User account temporarily or permanently deactivated. By becoming a User, you represent and warrant that you are at least 18 years old and that you have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account.

Charges

As a Rider, you understand that request or use of the Services may result in charges to you (“Charges”). Charges include Fares and other applicable fees, tolls, surcharges, and taxes as set forth on your market’s Waka4Town Cities page, plus any tips to the Driver that you elect to pay. Waka4Town has the authority and reserves the right to determine and modify pricing by posting applicable pricing terms to your market’s Waka4Town Cities page 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., Waka4Town Ambulance, Waka4Town Comfort and Waka4Town Luxury) as described on your market’s Waka4Town Cities page. You are responsible for reviewing the applicable Waka4Town Cities page or price quote within the Waka4Town app and shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof.

Fares. There are two types of fares, variable and quoted.

  • Variable Fares. Variable fares consist of a base charge and incremental charges based on the duration and distance of your ride. For particularly short rides, minimum fares may apply. Please note that we use GPS data from your Driver’s phone 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.
  • Quoted Fares. In some cases, Waka4Town may quote you a Fare at the time of your request. The quote is subject to change until the ride request is confirmed. If during your ride you change your destination, make multiple stops, or attempt to abuse the Waka4Town Platform, we may cancel the fare quote and charge you a variable fare based on the time and distance of your ride. Waka4Town does not guarantee that the quoted fare price will be equal to a variable fare for the same ride.

Fees and Other Charges.

  • Prime Time. At times of high demand for Services (“Prime Time”), you acknowledge that Charges may increase substantially. For all rides with a variable fare, we will use reasonable efforts to inform you of any Prime Time multipliers in effect at the time of your request. For quoted fares, we may factor in the Prime Time multiplier into the quoted price of the ride.
  • Cancellation Fee. After requesting a ride you may cancel it through the app, but note that in certain cases a cancellation fee may apply. You may also be charged if you fail to show up after requesting a ride. Please check out our Help Center to learn more about Waka4Town ’s including applicable fees.
  • Damage Fee. If a Driver reports that you have materially damaged the Driver's vehicle, you agree to pay a “Damage Fee” of up to N250,000.00  depending on the extent of the damage (as determined by Waka4Town in its sole discretion), towards vehicle repair or cleaning. Waka4Town reserves the right (but is not obligated) to verify or otherwise require documentation of damages prior to processing the Damage Fee.
  • Other Charges. Other fee and surcharges may apply to your ride, including actual or anticipated airport fees, state or local fees, event fees as determined by Waka4Town or its marketing partners, and processing fees for split payments. In addition, where required by law Waka4Town will collect applicable taxes. See your market’s Waka4Town Cities page for details on other Charges that may apply to your ride.
  • Tips. Following a ride, you may elect to tip your Driver in cash or through the Waka4Town application. Any tips will be provided entirely to the applicable Driver.

General.

  • Facilitation of Charges. All Charges are facilitated through a third-party payment processing service (Flutterwave   https://flutterwave.com). Waka4Town may replace its third-party payment processing services without notice to you. Charges shall only be made through the Waka4Town Platform. With the exception of tips, cash payments are strictly prohibited. Your payment of Charges to Waka4Town satisfies your payment obligation for your use of the Waka4Town Platform and Services.
  • No Refunds. All Charges are non-refundable. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Waka4Town Platform, any disruption to the Waka4Town Platform or Services, or any other reason whatsoever.
  • Coupons. You may receive coupons that you can apply toward payment of certain Charges upon completion of a Ride. Coupons are only valid for use on the Waka4Town Platform and are not transferable or redeemable for cash except as required by law. Coupons cannot be combined, and if the cost of your ride exceeds the applicable credit or discount value we will charge your payment method on file for the outstanding cost of the Ride. For quoted or variable fares, Waka4Town may deduct the amount attributable to the Service Fee, Tolls, or Other Charges before application of the coupon. If you split payment for a Ride with another User, your coupon will only apply to your portion of the Charges. Additional restrictions on coupons may apply as communicated to you in a relevant promotion or by clicking on the relevant coupon within the Promotions section of the Waka4Town App.
  • Credit Card Authorization. Upon addition of a new payment method or each ride request, Waka4Town  may seek authorization of your selected payment method to verify the payment method, ensure the ride cost 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 charges by the bank issuing your debit or prepaid card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank. Check out our Help Center to learn more about

Payments

If you are a Driver, you will receive payment for your provision of Services pursuant to the terms of the Driver Addendum, which shall form part of this Agreement between you and Waka4Town. The Driver Addendum is available in the Driver dashboard when you log into your account.

Waka4Town  Communications

By entering into this Agreement or using the Platform, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from Waka4Town, its affiliated companies and/or Drivers, may include but are not limited to: operational communications concerning your User account or use of the Waka4Town Platform or Services, updates concerning new and existing features on the Waka4Town Platform, communications concerning promotions run by us or our third-party partners, and news concerning Waka4Town and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.

Your Information

Your Information is any information you provide, publish or post to or through the Waka4Town Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any Waka4Town-related Facebook, Twitter or other social media postings) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the Waka4Town Platform and participate in the Services. Our collection and use of personal information in connection with the Waka4Town Platform and Services is as provided in Waka4Town’s Privacy Policy located at https://waka-4town.com/privacy. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for the online posting of your Information. You agree to provide and maintain accurate, current and complete information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable Waka4Town to use your Information for the purposes described in the Privacy Policy and this Agreement, you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. Waka4Town does not assert any ownership over your Information; rather, as between you and Waka4Town, 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.

You may be able to create or log-in to your Waka4Town User account through online accounts you may have with third-party social networking sites (each such account, an "SNS Account"). By connecting to Waka4Town through an SNS Account, you understand that Waka4Town may access, store, and make available any SNS Account content according to the permission settings of your SNS Account (e.g., friends, mutual friends, contacts or following/followed lists (the “SNS Content”)). You understand that SNS Content may be available on and through the Waka4Town Platform to other Users. Unless otherwise specified in this Agreement, all SNS Content, if any, shall be considered to be your Information.

Promotions and Referral Programs

Waka4Town, at its sole discretion, may make available promotions with different features to any Users or prospective Users. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Waka4Town. Waka4Town reserves the right to withhold or deduct credits or benefits obtained through promotion in the event that Waka4Town 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 terms or this Agreement.

As part of your User account, Waka4Town may provide you with or allow you to create a “Waka4Town Code,” a unique alphanumeric code for you to distribute to your friends and family (each a “Referred User”) to become new Waka4Town Riders (“Referred Riders”) or Drivers (“Referred Drivers”) in your country. Waka4Town Codes may only be distributed for promotional purposes and must be given away free of charge. You may not sell, trade, or barter your Waka4Town Code. You are prohibited from advertising Waka4Town Codes in any way, including through any of the following: Google, Facebook, Twitter, Bing, and Craigslist. Waka4Town reserves the right to deactivate or invalidate any Waka4Town Code at any time in Waka4Town’s discretion.

From time to time, Waka4Town may offer you incentives to refer your friends and family to become new Users of the Waka4Town Platform in your country (the “Referral Program”). These incentives may come in the form of Waka4Town Credits, and Waka4Town may set or change the incentive types, amounts, terms, restrictions, and qualification requirements for any incentives in its sole discretion. Your distribution of Waka4Town Codes and participation in the Referral Program is subject to this Agreement and the additional

Restricted Activities

With respect to your use of the Waka4Town Platform and your participation in the 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 Waka4Town Platform or the servers or networks connected to the Waka4Town Platform;
  5. post Information or interact on the Waka4Town Platform or Services in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
  6. use the Waka4Town 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 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 Waka4Town Platform;
  9. “frame” or “mirror” any part of the Waka4Town 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 web site for any purpose;
  10. modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Waka4Town Platform or any software used on or for the Waka4Town Platform;
  11. rent, lease, lend, sell, redistribute, license or sublicense the Waka4Town Platform or access to any portion of the Waka4Town Platform;
  12. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Waka4Town Platform or its contents;
  13. link directly or indirectly to any other websites;
  14. transfer or sell your User account, password and/or identification to any other party
  15. discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or
  16. cause any third party to engage in the restricted activities above.

Driver Representations, Warranties, and Agreements

By providing Services as a Driver on the Waka4Town Platform, you represent, warrant, and agree that:

  1. You possess a valid driver’s license and are authorized and medically fit to operate a motor vehicle and have all appropriate licenses, approvals, and authority to provide transportation to Riders in all jurisdictions in which you provide Services.
  2. You own or have the legal right to operate, the vehicle you use when providing Services, and such vehicle is in good operating condition and meets the industry safety standards and all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind.
  3. You will not engage in reckless behavior while driving, drive unsafely, operate a vehicle that is unsafe to drive, permit an unauthorized third party to accompany you in the vehicle while providing Services, provide Services as a Driver while under the influence of alcohol or drugs, or take action that harms or threatens to harm the safety of the Waka4Town community or third parties.
  4. You will only provide Services using the vehicle that has been reported to, and approved by Waka4Town, and for which a photograph has been provided to Waka4Town, and you will not transport more passengers than can securely be seated in such vehicle (and no more than seven (7) passengers in any instance).
  5. You will not, while providing the Services, operate as a public or common carrier or taxi service, accept street hails, charge for rides (except as expressly provided in this Agreement), demand that a rider pay in cash, or use a credit card reader, such as a Square Reader, to accept payment or engage in any other activity in a manner that is inconsistent with your obligations under this Agreement.
  6. You will not attempt to defraud Waka4Town or Riders on the Waka4Town Platform or in connection with your provision of Services. If we suspect that you have engaged in fraudulent activity we may withhold applicable Fares or other payments for the ride(s) in question.
  7. You will make reasonable accommodation for Riders and/or for service animals, as required by law and our.
  8. You agree that we may obtain information about you, including your criminal and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement.
  9. You have a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements) that names or schedules you for the operation of the vehicle you use to provide Services.
  10. You will pay all applicable federal, state and local taxes based on your provision of Services and any payments received by you.

Disclaimers

The following disclaimers are made on behalf of Waka4Town, our affiliates, subsidiaries, parents, successors and assign, and each of our respective officers, directors, employees, agents, and shareholders.

Waka4Town does not provide transportation services, and Waka4Town is not a transportation carrier. Waka4Town is not a common carrier or public carrier. It is up to the Driver to decide whether or not to offer a ride to a Rider contacted through the Waka4Town Platform, and it is up to the Rider to decide whether or not to accept a ride from any Driver contacted through the Waka4Town Platform. We cannot ensure that a Driver or Rider will complete an arranged transportation service. We have no control over the quality or safety of the transportation that occurs as a result of the Services.

The Waka4Town 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 Waka4Town Platform and/or the Services, including the ability to provide or receive Services at any given location or time. 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 Waka4Town Platform or Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the Waka4Town Platform will be corrected, or that the Waka4Town Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Waka4Town Platform or Services.

We cannot guarantee that each Rider is who he or she claims to be. Please use common sense when using the Waka4Town Platform and Services, including looking at the photos of the Driver or Rider you have matched with to make sure it is the same individual you see in person. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the Waka4Town 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.

Waka4Town is not responsible for the conduct, whether online or offline, of any User of the Waka4Town Platform or 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 Waka4Town Platform and participating in the Services, you agree to accept such risks and agree that Waka4Town is not responsible for the acts or omissions of Users on the Waka4Town Platform or participating in the Services.

You are responsible for the use of your User account and Waka4Town expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.

It is possible for others to obtain information about you that you provide, publish or post to or through the Waka4Town Platform (including any profile information you provide), send to other Users, or share during the Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the Waka4Town Platform or through the Services. Please carefully select the type of information that you post on the Waka4Town Platform or through the Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).

Opinions, advice, statements, offers, or other information or content concerning Waka4Town or made available through the Waka4Town 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 Waka4Town Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Waka4Town Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.

Location data provided by the Waka4Town Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Waka4Town, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Waka4Town Platform. Any of your Information, including geolocational data, you upload, provide, or post on the Waka4Town Platform may be accessible to Waka4Town and certain Users of the Waka4Town Platform.

Waka4Town advises you to use the Waka4Town Platform with a data plan with unlimited or very high data usage limits, and Waka4Town shall not responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Waka4Town Platform.

This paragraph applies to any version of the Waka4Town Platform that you acquire from the Apple App Store. This Agreement is entered into between you and Waka4Town. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the Waka4Town Platform. Waka4Town, not Apple, is solely responsible for the Waka4Town 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 Driver, you may be able to use " Waka4Town Nav built by Google" while providing Services on the Platform. If you elect to use this feature, you agree that Google may collect your location data when the Waka4Town App is running in order to provide and improve Google's services, that such data may also be shared with Waka4Town in order to improve its operations, and that Google's terms and privacy policy will apply to this usage.

Indemnity

You will defend, indemnify, and hold Waka4Town including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the Waka4Town Platform and participation in the Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, Drivers, Riders, other motorists, and pedestrians, as a result of your own interaction with such third party; (3) any allegation that any materials that you submit to us or transmit through the Waka4Town Platform or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your ownership, use or operation of a motor vehicle or passenger vehicle, including your provision of Services as a Driver; and/or (5) any other activities in connection with the Services. This indemnity shall be applied without regard to the negligence of any party, including any indemnified person.

Limitation of Liability

In no event will Waka4Town, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders (collectively “Waka4Town” 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 Waka4Town Platform, service interruptions, or for the cost of procurement of substitute services) arising out of or in connection with the Waka4Town Platform, the 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 Waka4Town Platform may be used by you to request and schedule transportation, goods, or other services with third-party providers, but you agree that Waka4Town has no responsibility or liability to you related to any transportation, goods or other services provided to you by third-party providers other than as expressly 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 creation of a User account. This Agreement may be terminated: a) by User, without cause, upon seven (7) days’ prior written notice to Waka4Town; or b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement, including but not limited to any breach of Section 9 or breach of Section 10(a) through (i) of this Agreement. In addition, Waka4Town may terminate this Agreement or deactivate your User account immediately in the event: (1) you no longer qualify to provide Services or to operate the approved vehicle under applicable law, rule, permit, ordinance or regulation; (2) you fall below Waka4Town’s star rating or cancellation threshold; (3) Waka4Town has the good faith belief that such action is necessary to protect the safety of the Waka4Town community or third parties, provided that in the event of a deactivation pursuant to (1)-(3) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Waka4Town’s reasonable satisfaction prior to Waka4Town permanently terminating the Agreement. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to Waka4Town’s satisfaction, this Agreement will not be permanently terminated. Sections 2, 6, 7 (with respect to the license), 11-12, 14-19, and 21 shall survive any termination or expiration of this Agreement.

Dispute Resolution and Arbitration Agreement

(a) Agreement to Binding Arbitration Between You and Waka4Town.

You and Waka4Town 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 and survives after the Agreement terminates or your relationship with Waka4Town 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 Waka4Town, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders. This Arbitration Agreement also applies to claims between you and Waka4Town’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 solely between you and Waka4Town. 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 Waka4Town Platform, the Services, any other goods or services made available through the Waka4Town Platform, your relationship with Waka4Town, the threatened or actual suspension, deactivation or termination of your User Account or this Agreement, background checks performed by or on Waka4Town’s behalf, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by Waka4Town, any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims to arise under federal or state consumer protection laws; claims arising under antitrust laws (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 Waka4Town 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 Waka4Town 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 Waka4Town 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 Waka4Town, which are addressed separately in Section 17(c).

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 AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of the Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable as to any Claims, then those Claims shall be severed from any remaining claims and may be brought in a civil court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims to the fullest extent possible.

 (c) Rules Governing the Arbitration.

The arbitration shall be governed by the Laws of the Federal Republic of Nigeria.

The parties agree that the Arbitrator shall have exclusive authority/right to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitral issues, including issues relating to whether the Terms are unconscionable or illusory.

 

As part of the arbitration, both you and Waka4Town will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. 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 or Drivers, but is bound by rulings in prior arbitrations involving the same Rider or Driver to the extent required by applicable law. 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.

(d) Arbitration Fees and Awards.

Your responsibility to pay any filing, administrative and arbitrator fees will be sole as set forth in the Arbitration Act. However, if your claim for damages does not exceed N15,000, Waka4town will pay all such fees, unless the Arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose.


 (e) Location and Manner of Arbitration.

Unless you and Waka4town agree otherwise, any arbitration hearings between Waka4town and a Rider will take place in the county of your billing address, and any arbitration hearings between Waka4town and a Driver will take place in the county in which the Driver provides Services.

 (f) Driver Claims in Pending Settlement.

If you are a member of a putative class in a lawsuit against Waka4town involving Driver Claims and a Motion for Preliminary Approval of a Settlement has been filed with the court in that lawsuit prior to this Agreement’s effective date (a “Pending Settlement Action”), then this Arbitration Agreement shall not apply to your Driver Claims in that particular class action. Instead, your Driver Claims in that Pending Settlement Action shall continue to be governed by the arbitration provisions contained in the applicable Agreement that you accepted prior to this Agreement’s effective date.

 (g) Optional Pre-Arbitration Negotiation Process.

Before initiating any arbitration or proceeding, you and Waka4town may agree to first attempt to negotiate any dispute, claim or controversy between the parties informally for 30 days, unless this time period is mutually extended by you and Waka4town. A party who intends to seek negotiation under this subsection must first send to the other a written notice of the dispute (“Notice”). The Notice must (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought. All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including as evidence of liability or for impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.

Confidentiality

You agree not to use any technical, financial, strategic and another proprietary and confidential information relating to Waka4town’s business, operations and properties, information about a User made available to you in connection with such User’s use of the Platform, which may include the User’s name, pick-up location, contact information and photo (“Confidential Information”) disclosed to you by Waka4town 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. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of Waka4town in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Waka4town with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Waka4town 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 Waka4town; becomes known to you, without restriction, from a source other than Waka4Town without breach of this Agreement by you and otherwise not in violation of Waka4town’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 Waka4town to enable Waka4town to seek a protective order or otherwise prevent or restrict such disclosure.

Relationship with Waka4town

As a Driver on the Waka4town Platform, you acknowledge and agree that you and Waka4town are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Waka4town expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and Waka4town; and (2) no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Waka4town, and you undertake not to hold yourself out as an employee, agent or authorized representative of Waka4town.

Waka4town does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Services, your acts or omissions, or your operation and maintenance of your vehicle. You retain the sole right to determine when, where, and for how long you will utilize the Waka4town Platform. You retain the option to accept or to decline or ignore a Rider’s request for Services via the Waka4town Platform, or to cancel an accepted request for Services via the Waka4town Platform, subject to Waka4town’s then-current cancellation policies. With the exception of any signage required by law or permit/license rules or requirements, Waka4town shall have no right to require you to: (a) display Waka4town’s names, logos or colors on your vehicle(s); or (b) wear a uniform or any other clothing displaying Waka4town’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Services or otherwise engage in other business or employment activities.