RideWave Platform Services Agreement

1.Who we are and what this covers

RideWave provides web-based booking and client-management software for independently owned and licensed ground-transportation companies. This Agreement covers your enrollment in and use of that software, including the operator portal, your client records, your reservations, and any booking link or QR code we issue to you.

By checking the acceptance box during enrollment, or by using the operator platform, you agree to this Agreement. If you are agreeing on behalf of a company, you represent that you are authorized to bind that company.

2.What RideWave provides

RideWave provides software services only. Specifically, we provide you with access to a hosted operator portal in which you may record your clients, create and manage your own reservations, generate a booking page and QR code that your own customers may use to send you trip requests, and send confirmations to your customers in your own business name.

The portal also includes the following optional tools, each described here so you know what the software does with the trip and client information you enter:

• Vehicle records. You may save your vehicles (year, make, model, plate, and an optional photo) and assign one to a reservation. An assigned vehicle's description and photo are shown to your client so they know what to look for.
• Live trip tracking link. When you start navigating to a pickup, the software can generate a private link showing your live location, ETA and vehicle details to the client on that specific trip. The link reflects your device's location only while a trip is actively in progress (from Navigate through trip completion) and stops resolving once that trip is completed or cancelled.
• Automatic flight-status checks. For a reservation with a Denver International Airport pickup and a flight number you enter, the software automatically checks that flight's status with a third-party flight-data provider and can alert you and your client of a delay, early arrival, cancellation, diversion or landing.
• Trip receipts. At trip completion you record how your client paid (cash, card, Venmo or Zelle — see Section 2's payment disclaimer below — and, for card, the brand and last four digits only) and any tip. The software uses this to generate a receipt page for your client, viewable by link and downloadable as a PDF, and to send it to your client by text and email in your business name.

RideWave does not:

• provide transportation services on your behalf, or act as the motor carrier for any trip you perform;
• dispatch, assign, offer, broker or route any passenger or trip to you;
• set, control, approve or guarantee your prices;
• collect, hold, process or remit fares paid by your customers to you;
• supply, inspect, maintain, insure or control your vehicles, drivers or personnel; or
• guarantee you any volume of business, customers, revenue or trips.

Any fare figure the software calculates is an optional convenience estimate based on rate settings within the software. It is not a price set by RideWave, is not binding on you or your customer, and you may charge any amount you choose.

The payment-method notation described above (cash, card, Venmo or Zelle, and for card only the brand and last four digits) is information you enter into the software for your own and your client's receipt records. Entering it does not mean RideWave collected, processed, held or moved any payment — you collect payment from your client directly and outside the software, exactly as described in this Section. RideWave never receives, stores or has access to a full card number through this or any other part of the operator platform.

3.You are an independent business

You are an independent business and an independent contractor with respect to RideWave. Nothing in this Agreement creates an employment, agency, partnership, joint venture, franchise, or fiduciary relationship between you and RideWave, and neither party may bind or incur obligations on behalf of the other.

You alone control the manner and means of your transportation services, including whether, when, where and for whom you drive, which trips you accept or decline, what you charge, which vehicles and personnel you use, and how you operate your business. You are responsible for your own business expenses and for all federal, state and local taxes arising from your business, including self-employment taxes. RideWave does not withhold taxes on your behalf.

You are not permitted to represent yourself as RideWave, as an employee, agent or driver of RideWave, or as operating under RideWave's operating authority. See Section 9.

4.Eligibility and ongoing requirements

To enroll and to remain enrolled, you must at all times hold and maintain, in your own name or your business's name:

• a current, valid Colorado Public Utilities Commission operating permit appropriate to the services you provide (for example, a Luxury Limousine permit), issued to you and not to RideWave;
• commercial automobile liability insurance meeting or exceeding all limits required by applicable law and by the Colorado PUC, properly filed with the PUC by your insurer, covering every vehicle and driver you use;
• a validly registered business entity or sole proprietorship in good standing, and all other licenses, permits and registrations required for your operations; and
• valid driver licensing and qualification for yourself and every person who drives for you.

These are continuing conditions of access, not one-time checks. You must notify RideWave promptly if any of them lapses, is suspended, is revoked, or is subject to a pending action. We may verify your permit and insurance status at enrollment and at any time afterwards, and we may require documentation. Access may be suspended immediately if we believe any requirement is no longer met (Section 15).

RideWave's verification is for our own eligibility purposes only. It is not an endorsement, certification, inspection or guarantee of your business, your vehicles, your drivers or your compliance, and no customer or third party may rely on it as such.

5.Your responsibilities

You are solely and exclusively responsible for:

• all transportation services you provide, and everything arising out of them, including any accident, injury, death, loss, delay or property damage;
• the safety, condition, inspection, registration and maintenance of your vehicles, and compliance with all applicable safety rules;
• the qualification, screening, licensing, conduct and supervision of every driver and person you use;
• compliance with all applicable federal, state and local laws and regulations, including PUC rules, insurance filing requirements, accessibility requirements, and consumer-protection and privacy laws;
• all agreements, quotes, prices, cancellation policies, refunds and disputes between you and your customers;
• collecting your own fares and payments from your customers, and any payment processing you use for that purpose; and
• the accuracy of everything you enter into the software, and the security of your account credentials.

You must not use the platform to arrange transportation you are not lawfully permitted to provide.

6.Your clients and your data

Your client records and reservation data belong to you. This includes any vehicle photos you upload and any payment-method notes you enter at trip completion. RideWave processes them only to provide the software services to you, to maintain and secure the platform, and as required by law.

RideWave will not sell your client list, and will not use your client contact records to market RideWave's own consumer ride services to those individuals. We may use aggregated, de-identified data that does not identify you or any individual to operate and improve the platform.

Live location during a trip. While a trip you are driving is actively in progress, your device's location is used solely to power that trip's live tracking link and to show your progress on your own reservation list. It is not used by RideWave for any other purpose, is not shared with any other operator's clients, and the public tracking link for a trip stops working once that trip is completed or cancelled.

Trip receipts. A receipt generated at trip completion (Section 2) remains reachable by its link after the trip ends, for so long as needed to serve as your client's record of the trip, unlike the live tracking link which deactivates immediately. You can ask us to take a specific receipt link down; doing so does not delete your own copy of the underlying trip and payment-method data, which remains part of your reservation record under this Section.

You may export your client and reservation data at any time while your account is active, including after you give notice of cancellation. Following termination, we will retain your data for a reasonable period to allow export and to meet our legal and record-keeping obligations, after which it may be deleted.

You are the party responsible to your customers for how you collect and use their information, and you confirm you have the right to enter each customer's details into the platform and to send them the messages described in Section 7.

7.Messages we send on your behalf

At your direction, the platform sends confirmations and related messages to your customers by text message and email, presented in your business name. This includes the on-the-way, arrival, flight-status and trip-receipt messages described in Section 2. These are sent using RideWave's messaging infrastructure as a technical service to you. You are the sender of record for the purposes of applicable messaging and marketing law.

You are responsible for having a lawful basis and any required consent to contact each recipient, and for the accuracy of the contact details you enter. You must not use the platform to send unsolicited marketing, bulk messaging, or any content that is unlawful, deceptive or abusive. We may throttle, suspend or discontinue message sending — for your account or generally — to protect the platform, to comply with carrier or provider requirements, or in response to complaints.

8.Fees, billing and cancellation

8.1 Subscription fee

Access to the operator platform requires a paid monthly subscription. The current rate is $29.00 per month for your first twelve (12) monthly billing periods, and $49.00 per month thereafter. The founding rate is applied as a recurring discount for those first twelve billing periods; when it ends, billing continues automatically at the standard monthly rate. All amounts are in U.S. dollars and exclude any applicable taxes, which are your responsibility.

8.2 No commissions

RideWave charges no commission, percentage, booking fee or per-trip fee on your fares. The subscription fee is the only amount RideWave charges you for the platform.

8.3 Billing and authorization

Subscriptions are billed in advance, automatically, each billing period to the payment method you provide, and renew automatically until cancelled. Payments are processed by our third-party payment processor; RideWave does not store your full card details. You authorize these recurring charges until you cancel.

8.4 Cancel any time

You may cancel at any time from your portal or by contacting us. Cancellation takes effect at the end of your current paid billing period; you keep access until then, and you will not be billed again. Fees already paid are non-refundable, including for partial periods, except where required by law.

8.5 Failed payments

If a payment fails, we may retry it and may suspend or terminate access if the amount remains unpaid after reasonable notice.

8.6 Price changes

We may change subscription pricing on at least thirty (30) days' advance notice to the email address on your account. A price change will not shorten a founding-rate period already in effect. If you do not accept a change, your remedy is to cancel before it takes effect.

9.Use of names and branding

Your booking page and the customer messages sent through it carry your business name. You keep all rights in your own name, marks and materials, and you grant RideWave only the limited right to display them in order to operate the platform for you.

RideWave keeps all rights in the RideWave and Rocky Mountain Ride Share names, marks, software and content. You may state truthfully that your bookings are managed on the RideWave platform. You may not: hold yourself out as RideWave or as part of RideWave; use RideWave marks on your vehicles, signage, uniforms or advertising; suggest that RideWave provides, endorses, supervises or insures your transportation services; or state or imply that you operate under RideWave's PUC authority.

10.Acceptable use

You will not: share, resell or sublicense your account or platform access; attempt to access another operator's data; probe, scan, overload, reverse-engineer, scrape or interfere with the platform or its security; upload malware or unlawful content; use the platform for any illegal purpose; or use it in a way that damages RideWave or other operators. Each enrolled account is for one operator business.

11.Service availability

We aim to keep the platform available and reliable, but we do not guarantee uninterrupted or error-free operation. The platform depends on third-party services (including hosting, mapping, messaging, email and payment providers) that may fail or change. We may perform maintenance, and we may modify, add or remove features. You are responsible for keeping your own independent records of your bookings and clients sufficient to run your business if the platform is unavailable.

12.Disclaimer of warranties

THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIDEWAVE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR THAT ANY ESTIMATE, DISTANCE, TRAVEL TIME OR FARE CALCULATION WILL BE ACCURATE.

13.Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, RIDEWAVE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST BOOKINGS, LOST DATA, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM, EVEN IF ADVISED OF THE POSSIBILITY.

RIDEWAVE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PLATFORM WILL NOT EXCEED THE TOTAL SUBSCRIPTION FEES YOU ACTUALLY PAID TO RIDEWAVE IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM.

RIDEWAVE HAS NO LIABILITY WHATSOEVER FOR YOUR TRANSPORTATION SERVICES, YOUR VEHICLES, YOUR DRIVERS, YOUR PERSONNEL, OR YOUR CUSTOMERS, INCLUDING ANY ACCIDENT, INJURY, DEATH, PROPERTY DAMAGE, DELAY, MISSED TRIP OR DISPUTE ARISING FROM THEM.

Some jurisdictions do not allow certain limitations; in those jurisdictions our liability is limited to the greatest extent permitted by law. These limitations are a fundamental part of the bargain between us and apply even if a limited remedy fails of its essential purpose.

14.Indemnification

You will defend, indemnify and hold harmless RideWave, RMRS LLC, and their owners, members, officers, employees and agents from and against any claim, demand, action, investigation, loss, liability, damage, fine, penalty, settlement, cost or expense (including reasonable attorneys' fees) arising out of or relating to: (a) your transportation services, vehicles, drivers or personnel; (b) any injury, death or property damage connected to your operations; (c) your breach of this Agreement or of any representation in it; (d) your violation of any law or regulation, including PUC, insurance, messaging, employment or tax requirements; (e) any dispute between you and a customer, driver, employee, contractor or other third party; and (f) your content and the data you enter into the platform.

We will notify you of any claim for which we seek indemnification and may participate in the defense with counsel of our choosing at our own expense. You may not settle any claim in a way that imposes any obligation or admission on RideWave without our prior written consent.

15.Term, suspension and termination

This Agreement begins when you accept it and continues until terminated. You may terminate at any time by cancelling your subscription (Section 8.4). RideWave may terminate for convenience on thirty (30) days' notice to your account email, in which case we will refund any prepaid, unused subscription fee for the period after termination.

RideWave may suspend or terminate immediately, without notice or refund, if: your PUC permit or required insurance lapses, is suspended or is revoked; you fail to pay; we reasonably believe you have breached this Agreement, engaged in fraud, or created a risk to riders, other operators, RideWave or the public; or we are required to do so by law or by a regulator.

On termination your platform access ends. Sections 3, 5, 6, 9, 12, 13, 14, 17 and 18, and any payment obligation accrued before termination, survive.

16.Changes to this Agreement

We may update this Agreement. If a change is material, we will give at least thirty (30) days' notice to your account email and update the version and effective date at the top of this page. Your continued use of the platform after the effective date means you accept the updated Agreement; if you do not accept it, cancel before that date. Each version you accept is recorded with the date you accepted it.

17.Governing law and disputes

This Agreement is governed by the laws of the State of Colorado, without regard to its conflict-of-laws rules. The exclusive venue for any dispute is the state or federal courts located in Denver County or Broomfield County, Colorado, and both parties consent to personal jurisdiction there.

Before filing any claim, the parties will attempt in good faith to resolve the dispute informally for at least thirty (30) days after written notice describing it. Each party will bear its own costs and fees unless a court orders otherwise. Nothing here prevents either party from seeking injunctive relief to protect its intellectual property or confidential information.

18.General

Entire agreement. This Agreement is the entire agreement between you and RideWave about the platform and supersedes any prior discussions or representations.

Severability. If any provision is held unenforceable, it will be limited or removed to the minimum extent necessary and the remainder stays in force.

No waiver. A failure to enforce any provision is not a waiver of it.

Assignment. You may not assign this Agreement without our prior written consent. We may assign it to an affiliate or in connection with a merger, acquisition or sale of assets.

Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

Notices. We give notice to the email address on your account; you give notice to the address in Section 19. Notice is effective when sent.

Electronic acceptance. You agree that checking the acceptance box constitutes your electronic signature and has the same effect as a handwritten signature.

19.Contact

RMRS LLC (d/b/a RideWave · Rocky Mountain Ride Share)
Email: rsrs@blackcarservice4u.com
Phone: (720) 877-4273
Colorado PUC LL-04585