Terms and Conditions

Last Revised: May 23, 2026

Effective Date: May 23, 2026

Binding Contractual Terms

These Terms of Use ("Terms”) form a legally binding agreement between ZeroCommission LLC, a New York limited liability company ("Zero,” "we,” "us,” or "our”) and each person who accesses or uses our mobile application and related services (the "Zero App”), including as a rider, driver, or other user ("User” or "you”).

By downloading, accessing, or using the Zero App (including any text, graphics, software, and other materials made available through it, collectively "Content”), whether via Apple’s App Store or Google Play, and/or by using the Service (defined below), you confirm that: (a) you have read and understood these Terms, and (b) you agree to be bound by them as if you had signed them.

ATTENTION: PLEASE REVIEW THESE TERMS AND OUR PRIVACY POLICY THAT IS INCORPORATED INTO THESE TERMS BY REFERENCE AND AVAILABLE TO YOUR ON OUR WEBSITE BEFORE USING THE SERVICE. IF YOU DO NOT AGREE, DO NOT USE THE SERVICE AND DELETE THE APP.

ARBITRATION NOTICE: THESE TERMS INCLUDE A MANDATORY ARBITRATION PROVISION AND PROVISIONS FOR THE WAIVER OF CLASS ACTIONS AND JURY TRIALS IN SECTION 19. EXCEPT FOR CERTAIN DISPUTES DESCRIBED IN SECTION 19, YOU AND ZERO AGREE TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION AND TO WAIVE CLASS OR REPRESENTATIVE PROCEEDINGS.

These Terms include, among other provisions, disclaimers of warranties, your indemnity obligations, and limitations on liability. Please read carefully.

We may update, suspend, or discontinue the Service (in whole or part) at any time, and we are not required to provide ongoing support or updates. We may revise these Terms from time to time. If we make material changes, we will provide notice within the Zero App or by other reasonable means. Regardless of being notified of any changes, your continued use after any changes become effective means that you accept the updated Terms.

Services

The "Service” includes a technology platform that enables users of the Zero App to request, arrange, and/or schedule local transportation services ("Riders”) with certain third-party drivers and/or licensed transportation providers (including fleets, bases, and/or other providers) that have agreements with Zero("Drivers”). Drivers are not employees of Zero.

Zero grants you a limited, non-exclusive, revocable permission to use the Service in accordance with these Terms, provided that you: (a) do not copy or distribute any part of the Service; (b) do not modify or create derivative works from the Service; and (c) comply with these Terms and all applicable law.

The Service is offered for consumer, individual, personal, noncommercial use. Any user's decision to request services or any Driver's desire to provide services through the Service is made at your sole discretion.

Zero does not provide transportation services and is not a transportation carrier. Transportation services are provided by third-party independent contractors (e.g., Drivers and/or licensed transportation providers). Drivers are not employees, agents, joint venturers, or partners of Zero.

Zero does not control, and has no right to control, the manner or means by which Drivers provide transportation services, including but not limited to routes taken, hours worked, acceptance or rejection of trip requests, or use of other transportation platforms. Each Driver decides when, where, and whether (a) to offer person-to-person transportation services facilitated by the Zero App, and (b) to accept, decline, ignore, or cancel a ride request by a Rider; provided, in each case, that such Driver agrees not to discriminate against any potential Rider in violation of applicable law. Subject to compliance with these Terms, a Driver is not required to accept any minimum number of rides in order to access the Zero App, and it is entirely a Driver's choice whether to provide person-to-person transportation services to Riders directly, using the App, or any other platform (e.g., Uber or Lyft) to connect with Riders, in addition to, or instead of, Company's.

Eligibility

Each Rider represents that such Rider is at leasteighteen(18) years old. The Service is not intended for use by individuals under 18 years of age. You may not allow others to use your account, and you may not request transportation for an unaccompanied minor unless explicitly permitted by Zero in writing (or within the app) and allowed by applicable law. Violations of these eligibility requirements will result in your immediate suspension from the Zero App and you may be permanently banned from using the Services.

To register as a Driver or provide transportation services through the Zero App, each Driver represents and warrants that such Driver is at least twenty-one (21) years old. Drivers under the age of 21 are not permitted to access or use the driver features of the Service.

Privacy Policy

Our Privacy Policy explains what information we collect, how we use it, and how we may share it. The Privacy Policy is incorporated into these Terms by reference and is available at the link provided below and on our website. By using the Service, you consent to the collection, use, and sharing of information as described in our Privacy Policy.

If there is a conflict between these Terms and the Privacy Policy, the Privacy Policy controls for matters within its scope.

Please review our Privacy Policy, which is attached as Exhibit A to these Terms and incorporated by reference.

Charges and Payment

Charges and Tips. Riders understand that requesting or receiving Services may result in charges ("Charges”), including fares and any applicable tolls, surcharges, taxes, government-imposed fees, airport fees, congestion pricing or similar charges where applicable, and other fees disclosed in the app. Tips are optional unless required by law. Tips paid through the Zero App (if available) will be remitted to the applicable Driver in full, subject to payment processor timing and rules.

We may change pricing and fee structures at any time by posting or presenting updated pricing terms through the Zero App. Charges may vary based on Service type, location, demand, route, time, and other factors. You are responsible for Charges incurred under your account, even if you did not personally authorize a specific request (for example, if you impermissibly allow someone else to access your account).

Coupons. Zero may offer promotions, coupons, credits, or discounts ("Coupons”). Coupons are not cash, are non-transferable, and may have restrictions and expiration dates. Unless required by law, Coupons are void where prohibited and have no cash value.

Fees

Cancellation Fees. If you cancel after requesting a ride or otherwise do not use Services after initiating a request, you may be charged a cancellation fee or other fee disclosed in the Zero App. If your destination or trip details materially differ from your request (or if you violate these Terms), we may adjust pricing to reflect time and distance traveled and/or apply a cancellation or adjustment consistent with app disclosures and applicable law.

Repairs or Cleaning. You may be responsible for reasonable costs to repair damage to, or clean, a Driver’s vehicle or property resulting from your use of the Services beyond ordinary wear and tear ("Repair or Cleaning”). If a Driver reports a Repair or Cleaning issue and it is reasonably verified, we may facilitate payment of those costs using your payment method, and transfer the amount to the Driver. These amounts may be non-refundable to the extent permitted by law.

Damage Fee. Where supported by the app and permitted by law, we may charge a damage fee based on the severity of damage and available documentation.

Abuse Fee. If we receive a credible report of misuse of the Service (e.g., fraudulent activity, harassment, or other violations), we may charge an abuse fee to the extent permitted by law.

Other Fees. Additional fees and surcharges may apply (including wait-time fees, distance/time adjustments, or special event surcharges), as disclosed through the app.

Refunds. Refund eligibility depends on the reason and applicable law. If a Driver cancels after accepting, we may refund Charges for Services not rendered. If you cancel, Charges may be non-refundable except as required by law or disclosed in the app.

Payment. Payment processing may be provided by third-party processors (for example, Stripe) and is subject to those providers’ terms. By using the Service, you authorize us (and our payment processors) to charge your selected payment method for Charges, including applicable adjustments and fees as described above.

We may place an authorization hold (a temporary charge) to verify your payment method and available funds. Your bank may treat authorization holds differently, and Zero is not responsible for overdraft/NSF fees assessed by your financial institution.

Driver Earnings, Driver Balance, and Cashouts

This section applies to Users who provide services as Drivers using the Zero App ("Drivers”).

Driver Earnings and Driver Balance

"Driver Earnings" means the amounts credited to you for completed trips, calculated as described below, net of any amounts properly subject to reversal, refund, chargeback, adjustment, dispute, or other correction as permitted by these Terms and applicable law.

"Driver Balance" means the running balance shown in the Driver App reflecting Driver Earnings that have been credited and are available (or pending) for withdrawal, minus any deductions, reversals, or adjustments as described in these Terms. The Driver Balance is maintained in the Zero App and Zero's systems and is a record of amounts that may be payable to you, subject to these Terms.

Driver Earnings Calculation (Formula)

In New York City, Zero is licensed by the New York City Taxi and Limousine Commission ("TLC") as a For-Hire Vehicle Base. For each completed trip, a Driver's earnings are calculated using the following formula (the "Earnings Formula"):

Driver Earnings is an amout equal to the difference between the Rider Payment and Deducted Fees.

Where:

"Rider Payment" means the total amount paid by the Rider for the trip through the Zero App, as reflected on the Rider receipt; and

"Deducted Fees" means the total amounts associated with processing the payment and remitting required charges, which may include (as applicable to the trip):

(i) payment processing/transaction fees;

(ii) sales tax and other applicable taxes;

(iii) Black Car Fund contributions;

(iv) tolls and bridge/tunnel charges, including MTA tolls;

(v) congestion pricing fees and/or New York State congestion surcharges, if applicable;

(vi) airport access fees, if applicable; and

(vii) Zero's disclosed platform/service fee (if any).

Zero will remit Driver Earnings to the Driver as provided herein and will only deduct costs and fees that are disclosed to the Driver and permitted under applicable law and rules, including any required TLC disclosures and the applicable driver/base agreement and/or in-app disclosures.

Overcharging a Driver is prohibited by the rules of the NYC Taxi and Limousine Commission. Complaints of overcharges may be made in writing to the NYC Taxi and Limousine Commission or by telephone to 311.

Fraud/Safety Review; Pending Period. To help prevent fraud, misuse, and payment-related issues, Zero may apply an automated and/or manual review ("Fraud Check”) before crediting Driver Earnings to your Driver Balance. This review typically completes in less than 24 hours, butmay take up to twenty-four 24 hours (or longer where required by a payment processor investigation, system outage, or legal or compliance hold). During this period, amounts displayed may not be available for cashout, but Driver Earnings will be available to you within one (1) week from the date you completed services.

Zero may delay, restrict, or decline crediting Driver Earnings (or may place a hold on all or part of your Driver Balance) if we reasonably believe a trip, account, payment method, or activity is fraudulent, unsafe, unlawful, or otherwise violates these Terms or applicable law.

Cashout Requests

Request Anytime. Subject to the limits and conditions below, you may request a withdrawal ("Cashout”) of available funds in your Driver Balance at any time through the Driver App.

Processing. Cashouts are processed through one or more third-party payment processors and payment rails. The time it takes for funds to reach your bank account, debit card, or other payout method depends on the payout method selected, the processor’s rules, your financial institution, and system availability. Zero does not control and is not responsible for delays caused by banks, networks, or payment processors.

Limits; Eligibility; Verification. Zero does not impose cashout limits. However, cashouts are processed through third-party payment processors and payment rails, andthose third parties and/or your financial institution may apply limits or restrictions (including minimums, maximums, per-transaction caps, daily/weekly caps, identity verification requirements, payout method eligibility rules, or risk/compliance holds). Zero may require identity verification, and/or require you to maintain a valid, verified payout method. Cashouts may be unavailable during maintenance, outages, or when your account is under review or restricted.

Adjustments, Reversals, and Negative Balance

Adjustments. Zero may adjust Driver Earnings and/or your Driver Balance to reflect refunds to Riders, fare recalculations, promotions, toll reconciliations, disputes, chargebacks, cancellation or no-show determinations, cleaning/repair claims, or other corrections consistent with these Terms and in-app disclosures.

Reversals; Negative Balance. If your Driver Balance is insufficient to cover an adjustment or reversal, your Driver Balance may become negative. You authorize Zero to recover amounts you owe by (a) offsetting against future Driver Earnings, and/or (b) other lawful collection methods.

Fees and Taxes

Fees. Zero may charge fees related to cashouts (for example, an "instant cashout” fee), as disclosed in the Driver App at the time you request a cashout.

Fees may vary by payout method and may change over time.

Taxes. You are responsible for all taxes arising from amounts you earn, and for maintaining any required tax information. Zero may provide tax forms where required by law and thresholds, and may withhold or report amounts if required by law.

No Interest; No Banking Relationship

Driver Balances are not bank accounts, are not insured, and do not earn interest. Zero is not a bank and does not provide banking services. Your Driver Balance is a record of amounts potentially payable to you, subject to these Terms.

Contacting You

By creating an account or using the Service, you consent to receive communications from Zero related to your use of the Service, including ride confirmations, receipts, account notices, support messages, and service announcements, by phone call, text message, email, in-app notifications, or other means, to the contact information you provide.

You may opt out of certain non-essential communications as described in the app or by contacting us at [Customer Support Email — TBD]. Opting out of some communications may limit your ability to use parts of the Service.

Your carrier may charge for calls or texts. Zero is not responsible for carrier fees. We may monitor and/or record communications with you (where permitted by law) for safety, quality assurance, training, fraud prevention, and support purposes.

Term

These Terms apply starting when you first access or use the Service and continue until terminated in accordance with these Terms.

Your Information

"Your Information” includes information you submit or make available through the Zero App (including profile information), information you provide to customer support, and information you send to other users through the Service. Your Information may contain personally identifying information, and you expressly authorize Zero to use such personally identifying information in connection with the Services and in accordance with these Terms.

You agree to provide accurate, current, and complete information and to keep it updated. You are responsible for Your Information and any consequences of providing inaccurate or unlawful information.

You retain ownership of Your Information, but in accordance with our Privacy Policy attached as Exhibit A **(**the "Privacy Policy") you grant Zero and its affiliates a worldwide, non-exclusive, royalty-free, sublicensable, transferable license to use, host, store, reproduce, modify (for technical purposes), distribute, display, and otherwise process Your Information to operate, improve, and provide the Service, including for support, safety, compliance, analytics, and dispute resolution.

You represent and warrant that: (a) you have the rights and permissions necessary to provide Your Information; and (b) Your Information does not violate law or third-party rights (including privacy, publicity, or intellectual property rights).

Restrictions on Use of the Service

Zero and its licensors reserve all rights not expressly granted in these Terms. By using the Service, you agree you will not:

• use the Service for any purpose other than its intended

  functionality;

• modify, translate, or create derivative works from the Service;

• copy, reproduce, distribute, publicly display, or sell the Service

  or Content without prior written permission;

• resell, sublicense, transfer, or commercially exploit the Service or

  Content;

• scrape, crawl, harvest, or use automated means to access the Service

  or extract data, except as permitted by law;

• attempt to derive source code through reverse engineering,

  decompilation, or similar methods;

• introduce malware, spyware, or interfere with the Service’s

  integrity or performance;

• create accounts under false pretenses, impersonate others, or

  misrepresent identity;

• share passwords, allow others to access your account, or compromise

  account security;

• use the Service in a manner that is unlawful, harassing,

  discriminatory, threatening, defamatory, obscene, or otherwise harmful;

• infringe or violate any intellectual property or proprietary rights;

• use the Service to stalk, harass, or contact another user after a

  trip without mutual consent;

• violate any applicable rules, regulations, or requirements that

  apply to the provision or receipt of for-hire transportation services.

These Terms incorporate by reference applicable third-party platform terms that govern app downloads and in-app purchases through Apple or Google, as applicable. To the extent these Terms are inconsistent with such third party's terms, the Terms herein shall apply to any matters between you and Zero.

Intellectual Property

The Service and all Content, including software, designs, text, graphics, logos, and other materials, are owned by or licensed to Zero and are protected by intellectual property laws. "Zero” and related logos are trademarks of Zero or its licensors.

Except for your limited right to use the Service under these Terms, you receive no rights in the Service or Content. You may not use our marks without prior written permission.

Disclaimer of Warranties

YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED "AS IS” AND "AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZERO AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORSCOLLECTIVELY, THE "ZERO PARTIES” DISCLAIM ALL WARRANTIES OF ANY KIND EXPRESS, IMPLIED, OR STATUTORY INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT ANY INFORMATION PROVIDED THROUGH THE SERVICE IS ACCURATE OR COMPLETE.

Indemnity

You agree to indemnify, defend (at our option and by the attorney of our choosing), and hold harmless the Zero Parties from and against any claims, demands, losses, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of or related to:

A. your breach of these Terms;

B. your violation of law or the rights of, or causing any injuries to, > any third party (including Riders, Drivers,

pedestrians, or other road users);

C. your misuse of the Service;

D. your operation, maintenance, or use of a motor vehicle (if you are a > Driver),

including any transportation services you provide; and/or

E. your Information or any allegation that it infringes or violates third-party rights.

Limitations on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ZERO PARTIES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGESINCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE ARISING OUT OF OR RELATED TOTHE SERVICE OR SUSPENSION OR TERMINATION THEREOF, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE ZERO PARTIES’ TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS EXCEED**$100.00** OR THE AMOUNT YOU PAID TO ZERO EXCLUDING AMOUNTS PAID TO DRIVERS IN THE30 DAYS BEFORE THE EVENT GIVING RISE TO LIABILITY, WHICHEVER IS GREATER, UNLESS A DIFFERENT LIMIT IS REQUIRED BY LAW.

THE SERVICE MAY BE USED TO REQUEST TRANSPORTATION, BUT ZERO IS NOT RESPONSIBLE FOR THE TRANSPORTATION SERVICES PROVIDED BY THIRD PARTIES EXCEPT AS EXPRESSLY STATED IN THESE TERMS.

Some jurisdictions do not allow certain limitations of liability; in those jurisdictions, the above limitations apply only to the extent permitted by law.

Lost Property

You are responsible for checking the vehicle and taking your belongings when exiting. If you leave property behind, we may assist with contacting the Driver, but we do not guarantee recovery and are not responsible for items left in a vehicle.

If lost property is returned to Zero (if applicable), we may store it for up tothree 3 months from receipt, after which we may dispose of it or handle it as we deem appropriate, to the extent permitted by law.

We may charge a reasonable return fee if a Driver agrees to return an item, as disclosed in the app.

Termination of the Service

We may suspend or terminate your access to the Service at any time if we reasonably believe you have violated these Terms, misused the Service, or created risk for other users, Zero, or the public.

We may modify, suspend, or discontinue the Service at any time. We will use reasonable efforts to provide notice when feasible.

You may stop using the Service at any time by deleting the Zero App and discontinuing access.

Notice and Procedure for Making Claims of Intellectual Property Infringement

If you believe Content on the Service infringes your copyright, you may submit a notice consistent with the Digital Millennium Copyright Act ("DMCA”) including: (i) a signature of the rights holder (or agent), (ii) identification of the copyrighted work, (iii) identification of the allegedly infringing material and its location, (iv) your contact information, (v) a good-faith statement, and (vi) a statement under penalty of perjury that the notice is accurate and you are authorized to act.

Send notices to:[Customer Support Email — TBD]

Choice of Law, Dispute Resolution, Mandatory Arbitration and Class Action Waiver, and Time Limit to Bring Claims

Choice of Law. These Terms and disputes arising out of or related to the Service are governed by the laws of theState of New York, without regard to conflict-of- law rules, except where federal law applies (including the Federal Arbitration Act).

Informal Resolution First. Before initiating arbitration, you agree to contact us and describe the issue and the relief you seek by emailingto**[Customer Support Email — TBD]**.

We will attempt to resolve disputes informally within a reasonable time.

Mandatory Arbitration; Class Action and Jury Trial Waiver. Unless you opt out as described below, you and Zero agree that disputes will be resolved bybinding, individual arbitration and not in court, and that you and Zero waive any right to a trial by jury or to participate in class, collective, representative, or private attorney general actions, to the maximum extent permitted by law.

This agreement to arbitrate applies to all disputes arising out of or relating to: (a) these Terms, (b) your access to or use of the Service, or (c) any related interactions with Zero. However, either party may seek individual relief in small claims court (if eligible), and either party may seek injunctive or equitable relief for alleged unlawful use of intellectual property rights.

Arbitration Procedure. Arbitration will be conducted by a single neutral arbitrator. Unless the parties agree otherwise, arbitration may occur by written submissions, video, or in-person inNew York County, New York. The arbitrator may award relief available under applicable law for individual claims only.

Opt-Out Right. You may opt out of arbitration by sending written notice within thirty30 days of first accepting these Terms. Your notice must include your name, address, the email used for your account, and a clear statement that you opt out of arbitration. Send to:[Customer Support Email — TBD].

Time Limit to Bring Claims. To the maximum extent permitted by law, any claim must be brought withinone1 year after the claim arises, unless a longer period is required by law.

Assignment

You may not assign or transfer these Terms without Zero’s prior written consent. Zero may assign these Terms without restriction.

Force Majeure

Zero will not be liable for any suspension, delays, or failures of the Service due to events beyond our reasonable control, including natural disasters, disease, severe weather, acts of government, labor disputes, power outages, internet/telecom disruptions, terrorism, war, civil unrest, public health emergencies, or similar events.

Export Control

You agree to comply with applicable export control laws and regulations regarding software and technical data.

Third Party Beneficiaries

Apple and Google (as applicable) and the Zero Parties are intended third-party beneficiaries of certain provisions of these Terms, including limitations, disclaimers, and waivers to the extent relevant to their platforms and roles. Except as stated, these Terms do not grant rights to any third party.

General Terms

These Terms (together with the Privacy Policy, the Driver's Code of Conduct [for Drivers only], and any additional terms presented in-app for specific features) constitute the entire agreement between you and Zero regarding the Service. If any provision is found unenforceable, the remaining provisions will remain in effect, and the unenforceable provision will be modified to best reflect the parties’ intent to the extent permitted by law.

No waiver of any provision is a waiver of any other provision. Nothing in these Terms creates an employment relationship, partnership, joint venture, or agency relationship between you and Zero.

EXHIBIT A