Terms and Conditions

1. Introduction & Acceptance of Terms

These Terms and Conditions ("Terms") constitute a legally binding agreement between you and ARIG LABS LLC, a New York limited liability company doing business as "PayCabby" ("PayCabby," "ARIG LABS," "we," "us," or "our"), governing your access to and use of the PayCabby platform, website, applications, and related services (collectively, the "Platform").

By accessing, registering for, or using the Platform in any manner, including by creating an account, initiating or receiving payments, or otherwise interacting with the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Platform.

These Terms apply to all users of the Platform, including transportation companies or bases ("Companies"), their authorized personnel, and any other users who access the Platform through a Company account.

The Platform is intended for use by business entities only. By accessing or using the Platform on behalf of a Company, you represent and warrant that: (a) you are at least eighteen (18) years of age; (b) you have the full legal authority to enter into these Terms on behalf of the Company; and (c) your acceptance of these Terms binds the Company as a legal entity.

If you are an employee, officer, director, contractor, or other representative acting on behalf of a Company, the Company is responsible for all actions taken through its account, including activities conducted by its authorized users. ARIG LABS may rely on any instructions, submissions, or transactions initiated through a Company account as having been authorized by the Company.

You acknowledge and agree that these Terms are accepted electronically. Your electronic acceptance, including by clicking an "I Agree," "Accept," or similar button, checking a box indicating agreement, or by accessing or using the Platform following the presentation of these Terms, constitutes your valid and binding acceptance of these Terms.

You further agree that such electronic acceptance has the same legal force and effect as a handwritten signature, and that no physical signature is required to form a legally binding agreement.

For avoidance of doubt, PayCabby's role under these Terms is limited to providing technology services, and any references to financial or payment-related functionality are intended solely to describe integrations with third-party service providers and do not expand PayCabby's regulatory role.

2. Platform Overview

2.1 Description of the PayCabby Platform

PayCabby is a web-based software platform operated by ARIG LABS LLC that enables transportation companies (each, a "Company") to initiate, manage, and track payment instructions and related operational workflows involving their independent contractors, including drivers (collectively, "Contractors").

The Platform provides tools for account management, payout initiation, transaction visibility, and related administrative functionality. PayCabby does not itself provide transportation services, employ drivers, or guarantee the performance, availability, or accuracy of any third-party services integrated with the Platform.

2.2 Technology-Only Role of the Platform

PayCabby is provided strictly as a technology and software solution. The Platform facilitates Companies' submission of payment instructions but does not execute, settle, or complete financial transactions on its own.

All payment processing, fund transfers, identity verification, and related financial services are performed exclusively by independent third-party service providers, including Moov, in accordance with their own terms, policies, and regulatory obligations.

PayCabby does not control, direct, or assume responsibility for the timing, success, failure, reversal, or accuracy of any transaction processed by a third-party provider. Companies acknowledge and agree that their use of the Platform is dependent on such third-party services.

2.3 No Banking, Money Transmission, or Financial Institution Status

PayCabby is not a bank, money services business, money transmitter, payment processor, escrow agent, or financial institution. It does not hold, safeguard, or take custody of funds on behalf of any user.

PayCabby does not offer banking, lending, credit, underwriting, financial advisory, fiduciary, or trust services. Any references to "payments," "payouts," "wallets," or similar terms within the Platform describe technical features or interfaces provided by third-party payment providers and do not indicate that PayCabby performs regulated financial activities.

Users acknowledge and agree that PayCabby's role is limited to providing access to the Platform and that all regulated financial activities are conducted solely by third-party providers under their respective agreements with the user.

3. User Types and Accounts

3.1 Company Accounts (Transportation Companies / Bases)

Access to and use of the PayCabby platform are primarily intended for transportation companies, dispatch bases, or similar business entities (each, a "Company"). Each Company must register for and maintain an active account to use the Platform's functionality. The individual completing the registration represents and warrants that they are duly authorized to act on behalf of the Company and to bind the Company to these Terms.

Each Company is solely responsible for all activity conducted through its account, including activity by its Authorized Users and any Contractors or Drivers associated with the Company.

3.2 Authorized Users and Administrators

A Company may designate one or more employees, officers, or other representatives as authorized users or administrators of its account ("Authorized Users"). Authorized Users may be granted varying levels of access and permissions, as determined by the Company through the Platform's administrative controls.

The Company remains fully responsible for the actions, omissions, and compliance of all Authorized Users, including any instructions, payment actions, or data submissions made through the Platform.

3.3 Contractor / Driver Access

Contractors, drivers, trainers, or other service providers associated with a Company ("Contractors" or "Drivers") do not currently have direct access to the Platform and are not provided with user accounts, dashboards, or portals at this time.

PayCabby may, in the future and at its sole discretion, introduce limited contractor-facing features or interfaces (such as receipt or payout information access). Any such functionality, if implemented, will be subject to additional terms, policies, or notices as determined by PayCabby.

At present, Contractors and Drivers receive payout-related communications, including invoices or receipts, via email or other off-platform means following the processing of payments.

Contractors and Drivers do not enter into any contractual relationship with PayCabby by virtue of receiving payments or communications. Any contractual, employment, or independent contractor relationship exists solely between the Contractor or Driver and the Company. PayCabby does not employ, manage, supervise, or control any Contractor or Driver and assumes no responsibility for their services, conduct, compensation, or compliance with applicable laws.

3.4 Account Registration Requirements

All users must provide accurate, current, and complete information during account registration and promptly update it to maintain its accuracy. Company registration may require the submission of business, ownership, and identity information to enable payment-related functionality and comply with applicable legal and third-party requirements.

PayCabby reserves the right to suspend or restrict accounts that provide false, misleading, incomplete, or outdated information, or that fail to satisfy verification or compliance requirements imposed by payment processors or applicable law.

3.5 Account Security and Credential Responsibility

Each Company is responsible for maintaining the confidentiality and security of its login credentials and for restricting access to its account. The Company must promptly notify PayCabby of any suspected unauthorized access, misuse, or security breach.

PayCabby is not liable for any loss, damage, or unauthorized activity resulting from compromised credentials, failure to safeguard access information, or actions taken by Authorized Users or Contractors acting under the Company's account.

4. Contractual Relationships

4.1 Relationship Between PayCabby and Companies

PayCabby is provided to transportation companies, fleet operators, or similar business entities (each, a "Company") as a technology platform that enables such Companies to manage payment-related workflows, including initiating payouts to their contractors through an integrated third-party payment processor.

Subject to these Terms, PayCabby grants Companies a limited, non-exclusive, non-transferable, revocable right to access and use the PayCabby Platform solely for the Company's internal business purposes. PayCabby does not provide transportation, payroll, payment processing, or financial advisory services, and does not control or supervise the Company's operations, contractors, or business decisions.

Nothing in these Terms creates any fiduciary duty, advisory relationship, or obligation on PayCabby's part to monitor or manage a Company's financial, legal, or regulatory compliance.

4.2 Relationship Between Companies and Contractors

Each Company is solely responsible for its contractual, legal, and operational relationships with its contractors, drivers, trainers, or other service providers (collectively, "Contractors"). This includes, without limitation, responsibility for compensation, classification, compliance with labor and employment laws, tax reporting, benefits, insurance, licensing, and supervision.

PayCabby does not determine, control, or influence the terms of any agreement between a Company and its Contractors and has no responsibility or liability for any dispute, claim, or obligation arising from such relationships.

4.3 No Contractual Relationship with Contractors

Contractors do not enter into any contract with PayCabby by virtue of accessing or being paid through the PayCabby Platform. PayCabby does not employ, engage, retain, or contract with Contractors, and Contractors are not users or customers of PayCabby for purposes of these Terms.

If Contractors are permitted to access any portion of the PayCabby Platform (now or in the future), such access is provided solely at the direction of, and for the benefit of, the applicable Company.

4.4 No Partnership, Agency, or Joint Venture

Nothing in these Terms shall be deemed to create any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between PayCabby and any Company, Contractor, or other user.

No party has the authority to bind PayCabby, incur obligations on PayCabby's behalf, or represent that it has any such authority. Each party operates as an independent entity and is solely responsible for its own acts, omissions, and compliance obligations.

5. Independent Contractor Disclaimer

5.1 Contractors Are Not Employees of PayCabby

Contractors, drivers, trainers, or other service providers who may receive payments or access the Platform (collectively, "Contractors") are independent contractors of the applicable Company, and not employees, agents, partners, or representatives of PayCabby. Nothing in these Terms or through use of the Platform shall be deemed to create any employment, agency, partnership, or joint venture relationship between PayCabby and any Contractor.

PayCabby does not hire, engage, supervise, manage, or terminate Contractors, and does not represent itself as an employer or co-employer of any Contractor for any purpose.

5.2 No Control Over Contractor Work, Scheduling, or Compensation

PayCabby does not control, direct, or supervise the manner, means, timing, location, or quality of any services performed by Contractors. Without limitation, PayCabby does not set Contractor schedules or work hours; does not determine compensation rates, payment eligibility, or employment terms; and does not evaluate Contractor performance or conduct workplace oversight.

All decisions regarding engagement, classification, supervision, discipline, and payment of Contractors are made solely by the applicable Company, and PayCabby bears no responsibility for such decisions.

5.3 No Employment, Labor, or Tax Obligations

PayCabby assumes no responsibility or liability for any employment, labor, wage-and-hour, benefits, insurance, workers' compensation, unemployment insurance, payroll tax, withholding tax, or similar obligations relating to Contractors.

Companies are solely responsible for the proper classification of Contractors, compliance with all applicable employment, labor, and tax laws, payment of wages, compensation, reimbursements, taxes, and benefits (if any).

PayCabby makes no representations or warranties regarding Contractor classification and expressly disclaims any liability arising from misclassification claims or related disputes.

6. Payments and Transactions

6.1 Use of Third-Party Payment Processor

All payment transactions initiated through the PayCabby Platform are processed exclusively by one or more third-party payment processors, which may include Moov. PayCabby may change, replace, or add third-party payment processors or related providers at its discretion. PayCabby does not itself process, transmit, settle, or hold funds. Use of payment-related features of the Platform is subject to the applicable terms, conditions, and privacy policies of the relevant third-party payment processor (which may include Moov), which Users may be required to accept separately. PayCabby does not control and is not responsible for the performance, availability, security, or acts or omissions of Moov or any other third-party payment provider.

PayCabby operates solely as a technology platform that enables Companies to initiate payment instructions through an integrated third-party payment processor. PayCabby does not receive, store, safeguard, or control user funds, payment instruments, or stored value at any time. All funds associated with transactions are held, managed, and disbursed by the applicable third-party payment processor in accordance with its own systems and regulatory obligations.

6.2 Wallets, Payouts, and Transaction Flow

Any wallets, balances, payout mechanisms, or similar payment features accessible through the Platform are provided and maintained by the applicable third-party payment processor (which may include Moov), not PayCabby. Companies may fund wallets, initiate payouts to Contractors, and view transaction status through the Platform interface; however, the underlying movement of funds is performed exclusively by the applicable third-party payment processor. PayCabby makes no representations or warranties regarding transaction completion times, availability of funds, or payout success.

6.3 Authorization to Initiate Transactions

By using the Platform, Companies expressly authorize PayCabby to transmit payment instructions, transaction data, and related information to the applicable third-party payment processor (which may include Moov) on their behalf in accordance with Company-provided inputs and permissions. Companies represent and warrant that they have obtained all necessary rights, consents, and authorizations to initiate payments to Contractors and that all payment instructions submitted through the Platform are accurate, lawful, and authorized.

PayCabby may receive and display limited transaction-related metadata, such as transaction identifiers, timestamps, amounts, and status information, solely for reporting, reconciliation, and customer support purposes. PayCabby does not independently verify transaction accuracy and assumes no responsibility for discrepancies, errors, reversals, chargebacks, failed transactions, or disputes arising from payment processing activities conducted by the applicable third-party payment processor (which may include Moov) or other third parties.

Without limiting the foregoing, Companies are solely responsible for the accuracy, legality, and regulatory compliance of any transaction data or metadata submitted through the Platform, including data submitted via batch uploads, as further described in Section 11.5.

7. Fees and Charges

7.1 Platform Fees and Payment Processing Fees

In connection with the use of the PayCabby Platform, Companies may be required to pay certain fees, including platform access fees and payment processing fees (collectively, "Fees"). Fees may apply on a per-transaction basis, through subscriptions, or through other pricing models made available by PayCabby from time to time.

All Fees are disclosed to Companies prior to initiation of applicable Transactions and are non-refundable except as expressly stated in these Terms or required by applicable law.

7.2 Moov Fee Structure and Payment Rails

Moov, a third-party payment processor, provides payment processing services on the Platform. Moov's applicable fee plan determines transaction fees and may vary based on payment method, including, but not limited to, card payments, ACH transfers, and other supported payment rails.

PayCabby does not set, control, or modify Moov's processing fees and makes no representations regarding Moov's pricing, availability, or performance. Companies acknowledge and agree that Moov's own agreements and policies govern Moov's fees.

7.3 Fee Deductions and Timing

All applicable Fees, including Moov's processing fees and any PayCabby platform fees, are deducted from the Company's designated wallet or account balance at the time Transactions are initiated or settled, as applicable. Companies authorize PayCabby and Moov to deduct all applicable Fees automatically without further notice. Companies remain solely responsible for maintaining sufficient funds to cover Fees and payout obligations.

PayCabby reserves the right to modify its platform Fees at any time. Any changes to Fees will be communicated to Companies in advance through the Platform or other reasonable means. Continued use of the Platform following the effective date of any fee change constitutes acceptance of the revised Fees. Moov's agreements govern changes to Moov's processing fees and are outside PayCabby's control.

7.4 Taxes

Companies are solely responsible for determining, reporting, and remitting all applicable taxes arising from their use of the Platform, including but not limited to sales taxes, payroll taxes, withholding taxes, and contractor-related tax obligations.

PayCabby does not provide tax advice and has no responsibility to calculate, collect, withhold, or remit taxes on behalf of Companies or Contractors, except where required by applicable law.

8. Third-Party Services and Integrations

8.1 Payment Processing, KYC, and KYB Services

The PayCabby Platform integrates with one or more third-party service providers to facilitate payment processing, wallet functionality, payouts, and identity verification, including know-your-customer ("KYC") and know-your-business ("KYB") compliance checks (collectively, "Payment Services"). These Payment Services are provided by independent third parties, which may include Moov, and are subject to each provider's applicable terms, policies, and compliance requirements.

By using the Platform, Companies acknowledge and agree that all payment transactions, wallet services, and KYC and KYB verification processes are performed solely by the applicable third-party provider and not by PayCabby. Companies further agree to comply with all applicable terms and requirements of third-party payment providers as a condition of using the Platform's payment-related features.

8.2 Authentication Providers

PayCabby may permit Users to access or authenticate their accounts through one or more authentication methods, including third-party authentication services and OAuth-based identity providers, as well as any future authentication mechanisms implemented by PayCabby (collectively, "Authentication Services").

Authentication Services may be operated by independent third parties or by PayCabby and may be subject to separate terms, policies, or technical requirements. PayCabby does not control and is not responsible for the availability, security, or operation of any third-party Authentication Services. Users acknowledge and agree that PayCabby does not receive or store passwords associated with third-party authentication accounts and that use of any Authentication Services is at the User's own discretion and risk.

8.3 Hosting and Infrastructure Providers

The Platform is hosted and supported using third-party cloud infrastructure and hosting providers. PayCabby relies on these providers to deliver the Platform's availability, scalability, and security.

While PayCabby takes reasonable measures to select reputable infrastructure providers, PayCabby does not guarantee uninterrupted access to the Platform and is not responsible for service interruptions, data loss, or performance issues arising from third-party hosting or infrastructure services beyond its reasonable control.

8.4 No Responsibility for Third-Party Services

PayCabby does not control, operate, or assume responsibility for any third-party services, integrations, software, systems, or providers referenced or made available through the Platform. All third-party services are provided on an "as is" and "as available" basis by the applicable third party.

To the maximum extent permitted by law, PayCabby disclaims all liability arising from or related to:

• the acts or omissions of third-party service providers;
• payment failures, delays, reversals, or errors caused by third-party systems;
• identity verification or KYC determinations made by third parties; and
• service interruptions, data breaches, or compliance failures attributable to third-party providers.

Users acknowledge that their relationship with any third-party provider is solely between the User and that provider, and PayCabby shall not be a party to, nor responsible for, any disputes arising from such relationships.

9. Compliance, KYC, and Verification

9.1 Company and Director Information Requirements

As a condition of accessing and using the PayCabby Platform, each Company is required to provide accurate, current, and complete information as reasonably requested by PayCabby or its third-party service providers. Such information may include, without limitation, company name, legal structure, business address, employer identification number (EIN), jurisdiction of incorporation, and information relating to directors, officers, administrators, or beneficial owners.

Companies acknowledge and agree that the submission of Company and director information is necessary to enable payment services, comply with applicable laws and regulations, and support identity verification and risk management processes conducted by third-party providers.

9.2 Identity Verification via Third Parties

PayCabby does not perform identity verification, Know Your Customer (KYC), Know Your Business (KYB), or similar compliance checks directly. Instead, such verification is conducted exclusively by third-party payment and compliance service providers, which may include Moov.

By using the Platform, Companies authorize PayCabby to collect the required information and transmit it to its third-party providers for identity verification, compliance screening, fraud prevention, and related purposes. Companies acknowledge that verification outcomes, approval decisions, and ongoing monitoring are determined solely by such third-party providers under their respective terms and policies.

PayCabby makes no representations or guarantees regarding the approval, timing, or results of any verification process. PayCabby has no control over, and bears no responsibility for, any approval, rejection, suspension, or termination decisions made by third-party verification providers, including decisions that may restrict access to payment functionality.

9.3 Accuracy of Information

Companies represent and warrant that all information provided through the Platform, including information relating to the Company, its directors, administrators, owners, and Contractors, is true, accurate, complete, and kept up to date at all times.

Companies agree to promptly update any information that becomes inaccurate, incomplete, or outdated. PayCabby shall not be responsible for any delays, failed transactions, suspensions, or other issues arising from inaccurate, incomplete, or outdated information provided by a Company or its authorized users.

9.4 Right to Suspend or Restrict Access

PayCabby reserves the right, at its sole discretion and without liability, to suspend, restrict, or terminate access to the Platform, in whole or in part, if PayCabby reasonably believes that:

• Required information is inaccurate, incomplete, misleading, or outdated;
• Verification or compliance checks conducted by third-party providers fail or are not completed;
• Continued access may violate applicable laws, regulations, or third-party service provider requirements; or
• A Company or its users engage in activities that present legal, compliance, fraud, or operational risks.

Any suspension or restriction may remain in effect until the issue is resolved to PayCabby's satisfaction or as required by applicable law or third-party service provider obligations.

10. Data Use and Privacy

PayCabby's collection, use, processing, storage, and disclosure of personal data are governed by its Privacy Policy, which is incorporated into these Terms by reference. By accessing or using the Platform, you acknowledge that you have read, understood, and agreed to the Privacy Policy. In the event of any conflict between these Terms and the Privacy Policy with respect to the collection, use, or disclosure of personal information, the Privacy Policy shall control.

PayCabby collects and processes personal data solely to operate, maintain, and improve the Platform, to provide access to payment-related functionality, to comply with applicable legal and regulatory requirements, and to support customer service and security purposes. The categories of data collected may include account information, company information, authorized user details, contractor identifiers, and transaction-related metadata, as further described in the Privacy Policy.

To enable payment processing, identity verification, and regulatory compliance, PayCabby may share certain user and company information with third-party service providers, including its payment processor and identity verification partners. Such providers process data in accordance with their own privacy policies and compliance obligations. PayCabby does not control and is not responsible for the data practices of such third parties beyond the scope required to provide access to the Platform.

PayCabby does not store full payment card numbers, bank account credentials, or other sensitive payment authentication data on its systems. All payment credentials and KYC verification data are collected, processed, and stored directly by PayCabby's third-party payment and verification providers in accordance with applicable security standards and regulatory requirements.

Certain data processed in connection with payment-related functionality may constitute nonpublic personal information under applicable financial privacy laws and is handled in accordance with PayCabby's Privacy Policy and applicable legal requirements.

11. User Obligations and Acceptable Use

11.1 Lawful Use of the Platform

Users agree to access and use the PayCabby Platform solely for lawful purposes and in full compliance with all applicable federal, state, and local laws, rules, and regulations, including but not limited to laws relating to payments, anti-money laundering, sanctions, employment classification, and data protection. Users shall not use the Platform in any manner that could expose PayCabby to regulatory risk, liability, or enforcement action.

Companies are solely responsible for ensuring that their use of the Platform complies with all laws applicable to their business operations, including laws governing payments to contractors, tax reporting, labor classification, and contractual obligations with Contractors.

11.2 Prohibited Activities

Users shall not, directly or indirectly:

• Use the Platform for any unlawful, fraudulent, deceptive, or abusive purpose;
• Attempt to circumvent, bypass, or interfere with any security feature, control, or technical limitation of the Platform;
• Use the Platform to process payments in violation of applicable payment network rules or third-party processor requirements;
• Provide false, misleading, incomplete, or inaccurate information to PayCabby or any third-party service provider;
• Impersonate any person or entity, or misrepresent authority to act on behalf of a Company;
• Access or use the Platform in a manner that could damage, disable, overburden, or impair PayCabby's systems or infrastructure; or
• Use the Platform in connection with prohibited or restricted activities under applicable law or the policies of PayCabby's third-party service providers.

PayCabby reserves the right to investigate suspected violations and take appropriate action, including suspending or terminating access.

11.3 Fraud, Misrepresentation, and Abuse

Users may not engage in any fraudulent activity, misrepresentation, manipulation of transactions, or abuse of the Platform, including but not limited to initiating transactions without proper authorization, submitting false or misleading payment instructions or Contractor information, attempting to disguise the nature, source, or purpose of transactions, or using the Platform to facilitate or conceal illegal activity.

PayCabby does not monitor or guarantee the legitimacy of transactions and shall not be responsible for fraudulent or improper conduct by Users. Users acknowledge that PayCabby may share information with third-party processors or authorities as required to comply with legal obligations or investigate suspected misconduct.

11.4 Off-Platform Transactions

Users acknowledge and agree that PayCabby is not responsible for any transactions, payments, agreements, or arrangements conducted outside the Platform. Users are solely responsible for any off-platform dealings, including direct payments, contractual arrangements, or communications between Companies and Contractors.

PayCabby makes no representations or warranties regarding off-platform transactions and disclaims all liability arising from such activities, including disputes, non-payment, or regulatory consequences.

11.5 Batch Uploads and Company-Submitted Data

The Platform may allow Companies to upload data files, such as CSV files or other supported upload methods, containing payout instructions, trip details, and related information (collectively, "Batch Data").

Companies are solely responsible for the content, accuracy, completeness, and legality of all Batch Data submitted through the Platform. Companies represent and warrant that: (a) they have all necessary rights, consents, and authorizations to submit Batch Data to the Platform; (b) Batch Data does not violate any applicable law, regulation, or third-party rights; and (c) any personal, sensitive, or regulated information included in Batch Data (including, without limitation, protected health information, financial data, or other data subject to industry-specific regulations) is submitted in compliance with all applicable legal requirements.

PayCabby does not control, review, validate, or screen Batch Data for accuracy, legality, or regulatory compliance and expressly disclaims any responsibility for Companies' decisions regarding what information to include in uploads. Companies shall indemnify, defend, and hold harmless PayCabby from and against any claims, damages, losses, liabilities, costs, or expenses arising out of or related to the content of Batch Data, including claims related to privacy, data protection, or industry-specific regulations such as HIPAA.

PayCabby does not act as a "business associate" under HIPAA or similar healthcare laws and does not assume responsibility for compliance with healthcare, medical, or other industry-specific regulatory regimes based on Company-submitted data.

12. Intellectual Property

The PayCabby platform, including all software, applications, interfaces, APIs, databases, designs, text, graphics, logos, trademarks, service marks, and all related intellectual property rights (collectively, the "Platform"), is and shall remain the exclusive property of ARIG LABS LLC or its licensors. Except for the limited rights expressly granted under these Terms, no rights, title, or interest in or to the Platform are transferred to any User. ARIG LABS LLC reserves all rights not expressly granted herein.

Subject to continued compliance with these Terms, PayCabby grants each Company a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for the Company's internal business purposes in connection with managing payouts and related services through the Platform.

This license is granted solely for lawful use in accordance with these Terms and does not include any right to copy, modify, distribute, sell, lease, sublicense, or create derivative works of the Platform.

Except as expressly permitted by PayCabby in writing, Users shall not, directly or indirectly:

• Copy, reproduce, modify, adapt, translate, or create derivative works of the Platform;
• Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Platform;
• Access or use the Platform to develop, operate, or support a competing product or service;
• Remove, alter, or obscure any proprietary notices, trademarks, or branding displayed on the Platform;
• Use automated means, scraping tools, bots, or similar technologies to access the Platform without authorization; or
• Use the Platform in any manner that violates applicable law, infringes intellectual property rights, or interferes with the operation or security of the Platform.

PayCabby reserves the right to investigate and take appropriate action, including suspension or termination of access, for any violation of this Section.

If a User provides suggestions, ideas, feedback, or recommendations regarding the Platform ("Feedback"), such Feedback is provided voluntarily and without restriction. PayCabby may use, implement, modify, or incorporate such Feedback for any purpose, without compensation, attribution, or obligation to the User.

The User hereby grants PayCabby a perpetual, irrevocable, worldwide, royalty-free license to use and exploit any Feedback in any manner.

13. Disclaimers

13.1 Platform Provided "As Is" and "As Available"

THE PAYCABBY PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ARIG LABS LLC DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, RELIABILITY, OR ERROR-FREE OPERATION.

WITHOUT LIMITING THE FOREGOING, PAYCABBY DOES NOT WARRANT THAT: (A) THE PLATFORM WILL MEET ANY USER'S REQUIREMENTS; (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE FROM ERRORS OR DEFECTS; OR (C) ANY DATA, REPORTS, OR OUTPUT GENERATED THROUGH THE PLATFORM WILL BE ACCURATE OR COMPLETE.

13.2 No Guarantee of Transaction Completion

PAYCABBY DOES NOT GUARANTEE THAT ANY PAYMENT, PAYOUT, OR TRANSACTION INITIATED THROUGH THE PLATFORM WILL BE COMPLETED, SUCCESSFUL, TIMELY, OR IRREVERSIBLE. ALL TRANSACTIONS ARE EXECUTED BY THIRD-PARTY PAYMENT PROCESSORS, INCLUDING MOOV, AND ARE SUBJECT TO THEIR SYSTEMS, RULES, VERIFICATION PROCESSES, NETWORK AVAILABILITY, AND RISK CONTROLS.

PAYCABBY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FAILED, DELAYED, REJECTED, REVERSED, OR CANCELED TRANSACTIONS, INCLUDING THOSE RESULTING FROM INSUFFICIENT FUNDS, VERIFICATION FAILURES, COMPLIANCE HOLDS, SYSTEM ERRORS, NETWORK ISSUES, OR ACTIONS TAKEN BY THIRD-PARTY PAYMENT PROVIDERS OR FINANCIAL INSTITUTIONS.

13.3 No Guarantee of Funding or Financial Outcomes

PAYCABBY DOES NOT PROVIDE FINANCIAL, CREDIT, LENDING, OR INVESTMENT ADVICE, AND DOES NOT GUARANTEE ACCESS TO CREDIT, FUNDING, FINANCING TERMS, OR FINANCIAL OUTCOMES OF ANY KIND. TO THE EXTENT THE PLATFORM MAY, NOW OR IN THE FUTURE, ENABLE INTRODUCTIONS OR CONNECTIONS TO THIRD-PARTY FINANCING OR FUNDING PROVIDERS, SUCH SERVICES ARE PROVIDED FOR INFORMATIONAL OR MARKETPLACE PURPOSES ONLY.

ANY DECISIONS REGARDING CREDIT, LOANS, OR FUNDING ARE MADE SOLELY BY THIRD-PARTY PROVIDERS, AND PAYCABBY DOES NOT ENDORSE, UNDERWRITE, RECOMMEND, OR GUARANTEE ANY SUCH OFFERINGS. USERS ACKNOWLEDGE THAT THEY RELY ON SUCH THIRD PARTIES AT THEIR OWN RISK.

13.4 No Responsibility for Contractor Conduct

PAYCABBY IS NOT RESPONSIBLE OR LIABLE FOR THE ACTIONS, OMISSIONS, CONDUCT, SERVICES, OR PERFORMANCE OF ANY CONTRACTOR, DRIVER, OR OTHER THIRD PARTY ACCESSING OR USING THE PLATFORM. PAYCABBY DOES NOT SUPERVISE, CONTROL, DIRECT, OR MONITOR CONTRACTOR WORK, SCHEDULING, COMPENSATION, OR COMPLIANCE WITH APPLICABLE LAWS.

ANY DISPUTES, CLAIMS, INJURIES, DAMAGES, LOSSES, OR LIABILITIES ARISING BETWEEN COMPANIES AND THEIR CONTRACTORS, INCLUDING THOSE RELATED TO SERVICES, PAYMENTS, TAXES, LABOR CLASSIFICATION, OR REGULATORY COMPLIANCE, ARE SOLELY BETWEEN THOSE PARTIES AND DO NOT INVOLVE PAYCABBY.

14. Limitation of Liability

To the maximum extent permitted by applicable law, PayCabby, its affiliates, officers, directors, employees, agents, and service providers shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including without limitation damages for loss of profits, loss of revenue, loss of business opportunities, loss of data, business interruption, reputational harm, or goodwill, arising out of or relating to: (a) use of or inability to use the Platform; (b) any transaction, payout, or payment activity initiated through the Platform; (c) acts or omissions of Companies, Contractors, or any third parties; (d) failures, delays, errors, or interruptions caused by third-party service providers, including payment processors or authentication providers; or (e) unauthorized access to or use of accounts or data, even if PayCabby has been advised of the possibility of such damages.

To the maximum extent permitted by law, the total aggregate liability of PayCabby for any and all claims, damages, losses, or causes of action arising out of or relating to these Terms or the use of the Platform shall not exceed the total amount of fees actually paid by the applicable Company to PayCabby during the twelve (12) months immediately preceding the event giving rise to the claim, or one hundred dollars (US $100), whichever is greater.

The Parties acknowledge and agree that the limitations of liability set forth in this Section reflect a reasonable allocation of risk, are a fundamental element of the basis of the bargain between the Parties, and shall apply notwithstanding any failure of the essential purpose of any limited remedy. Users acknowledge that PayCabby would not be able to provide the Platform on an economically viable basis without these limitations.

15. Indemnification

Each Company agrees to defend, indemnify, and hold harmless PayCabby, ARIG LABS LLC, and their respective members, managers, officers, directors, employees, contractors, and agents (collectively, the "PayCabby Parties") from and against any and all claims, demands, actions, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Company's use of the Platform; (b) any transactions, payouts, or payments initiated by or on behalf of the Company through the Platform; (c) the Company's relationship with Contractors, including compensation, classification, scheduling, or termination; (d) any allegation that the Company violated applicable laws, regulations, or third-party rights; or (e) any inaccurate, incomplete, or misleading information provided by the Company or its Authorized Users.

The indemnification obligations set forth in this Section include, without limitation, claims arising from: (a) disputes between the Company and its Contractors, drivers, employees, or other service providers; (b) payment disputes, chargebacks, reversals, failed transactions, or wallet balances, except to the extent caused solely by PayCabby's gross negligence or willful misconduct; (c) regulatory inquiries, audits, investigations, or enforcement actions relating to the Company's business activities, payments, or Contractor relationships; and (d) misuse of the Platform, including any attempt to circumvent Platform fees, safeguards, or transaction flows.

PayCabby reserves the right, at its option, to assume the exclusive defense and control of any matter subject to indemnification under this Section. The Company agrees to cooperate fully in the defense of such claims and may not settle any claim in a manner that imposes liability or obligations on any PayCabby Party without PayCabby's prior written consent, which shall not be unreasonably withheld.

16. Suspension and Termination

16.1 Suspension for Compliance or Risk Reasons

PayCabby may, in its sole discretion and without prior notice, suspend or restrict access to the Platform, any Account, or any functionality thereof if PayCabby reasonably determines that: (a) continued access may pose a legal, regulatory, compliance, security, fraud, or operational risk; (b) the Company or any Authorized User has violated these Terms, applicable law, or the terms of any third-party service provider (including Moov); (c) required information is incomplete, inaccurate, or no longer valid; or (d) PayCabby is required to do so by a payment processor, regulator, court order, or governmental authority.

16.2 Termination by Company & PayCabby

A Company may terminate its Account at any time by providing written notice to PayCabby or by using the account closure functionality available on the Platform, subject to the completion of any pending transactions and the payment of all accrued fees. Termination does not relieve the Company of any obligations incurred prior to the effective date of termination.

PayCabby may terminate these Terms or any Account at any time, with or without cause, by providing notice to the Company. PayCabby may terminate immediately and without notice if the Company engages in fraudulent activity, material breach of these Terms, misuse of the Platform, or conduct that exposes PayCabby or its third-party service providers to undue risk or liability.

16.3 Effect of Termination

Upon termination or suspension: (a) all licenses and rights granted under these Terms shall immediately cease; (b) access to the Platform and associated Accounts may be disabled; (c) outstanding fees and obligations shall become immediately due; and (d) any provisions which by their nature should survive termination, including payment obligations, disclaimers, limitation of liability, indemnification, and dispute resolution shall survive.

17. Governing Law and Dispute Resolution

These Terms and Conditions, and any dispute, claim, or controversy arising out of or relating to the Platform, the Services, or these Terms, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles.

Any dispute, claim, or controversy arising out of or relating to these Terms, the Platform, or the Services that cannot be resolved informally shall be resolved exclusively through binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules then in effect. This arbitration agreement is governed by the Federal Arbitration Act.

The arbitration shall be conducted on an individual basis, by a single arbitrator, and shall take place in New York County, New York, unless the Parties agree otherwise in writing. Judgment on the arbitration award may be entered in any court of competent jurisdiction. Each Party shall bear its own attorneys' fees and costs, except as otherwise required by law or awarded by the arbitrator.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PARTIES AGREE THAT ANY DISPUTE SHALL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING.

THE ARBITRATOR SHALL NOT HAVE AUTHORITY TO CONSOLIDATE CLAIMS OR TO HEAR ANY FORM OF CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.

Notwithstanding the foregoing, PayCabby shall have the right to seek injunctive or equitable relief in any court of competent jurisdiction to prevent or remedy actual or threatened misuse of the Platform, violation of intellectual property rights, breach of confidentiality obligations, fraud, or other conduct that could cause irreparable harm.

18. Modifications to Terms

PayCabby reserves the right, in its sole discretion, to modify, amend, or update these Terms and Conditions at any time, including to reflect changes in the Platform's features, applicable laws or regulations, business practices, or risk management requirements. Any such modifications shall become effective as provided in this Section.

PayCabby will provide notice of material changes to these Terms by one or more of the following methods, as determined by PayCabby: (a) posting the updated Terms on the Platform; (b) providing notice through the Company's account dashboard; or (c) sending notice to the email address associated with the Company's account. PayCabby is not obligated to provide individualized notice of non-material changes.

Continued access to or use of the Platform after the effective date of any updated Terms constitutes acceptance of the modified Terms. If a Company does not agree to the revised Terms, its sole remedy is to discontinue use of the Platform and terminate its account in accordance with these Terms.

19. Miscellaneous

19.1 Entire Agreement. These Terms, together with the Privacy Policy and any other policies or notices expressly incorporated by reference, constitute the entire agreement between you and PayCabby regarding your access to and use of the Platform, and supersede all prior or contemporaneous agreements, communications, representations, or understandings, whether written or oral, relating to the subject matter hereof.

19.2 Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.

19.3 Assignment. You may not assign, transfer, or delegate these Terms, in whole or in part, without the prior written consent of PayCabby. PayCabby may freely assign or transfer these Terms, in whole or in part, including in connection with a merger, acquisition, corporate reorganization, sale of assets, or by operation of law. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

19.4 No Waiver. The failure of PayCabby to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by an authorized representative of PayCabby to be effective.

19.5 Force Majeure. PayCabby shall not be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor disputes, government actions, failures of utilities or networks, interruptions of third-party services, or failures of payment processors or hosting providers.

19.6 Survival. All provisions that by their nature should survive termination of these Terms shall survive, including but not limited to provisions relating to fees, indemnification, disclaimers, limitation of liability, dispute resolution, governing law, intellectual property, and data use.

19.7 Contact Information. If you have any questions regarding these Terms or the Platform, you may contact PayCabby at: