Software as a Service (SaaS) Agreement

1. Definitions

1.1 "Platform"

Refers to the GYR-Rides mobile application, web portal, and all associated software, APIs, and services provided by Green Yellow Red LLC to facilitate transportation services.

1.2 "Services"

The software-as-a-service offering provided by GYR-Rides, including but not limited to ride matching, payment processing, navigation assistance, SMS-based identity verification and two-factor authentication (2FA), and driver support tools.

1.3 "Driver Account"

The registered account created by a Driver to access and use the Platform and Services, secured by SMS-based two-factor authentication provided by Twilio, Inc.

1.4 "Rider"

An individual who uses the GYR-Rides Rider application to request transportation services.

1.5 "Subscription Fee"

The daily fee charged to Drivers for access to and use of the Platform and Services, separate from ride earnings.

2. Grant of License

2.1 License Grant

Subject to the terms of this Agreement, Green Yellow Red LLC grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Platform and Services solely for the purpose of providing transportation services to Riders.

2.2 License Restrictions

You agree not to:

• Copy, modify, or distribute the Platform or any portion thereof
• Reverse engineer, decompile, or disassemble the Platform
• Rent, lease, lend, sell, sublicense, or transfer access to the Platform
• Use the Platform for any unlawful purpose or in violation of any applicable laws
• Attempt to gain unauthorized access to the Platform or its related systems
• Use automated scripts, bots, or other software to access the Platform
• Interfere with or disrupt the integrity or performance of the Platform
• Share, forward, or misuse SMS verification or 2FA codes

3. Subscription and Fees

3.1 Subscription Model

Access to the GYR-Rides Driver Platform operates on a subscription-based model. The subscription is calculated on a daily basis, meaning you only pay for the days you actively use the Platform to provide transportation services. If you do not drive on a given day, no subscription fee is charged for that day.

3.2 Driver Earnings

100% Fare Earnings: Drivers earn 100% of the fare from every completed ride. GYR-Rides does not take any percentage or commission from your ride fares. Your earnings are your earnings.

3.3 Progressive Payment Structure

The subscription fee is not required to be paid upfront. Instead, Drivers pay the subscription fee progressively. The key features of this payment structure are:

• Daily Subscription: The subscription fee is calculated on a per-day basis
• Progressive Deduction: No more than 5% of the daily subscription fee will be deducted from any single completed ride
• Pay-As-You-Drive: You only pay subscription fees for days you actively drive on the Platform
• Capped Subscription: The daily subscription fee is capped at a maximum amount, ensuring predictable costs
• Automatic Deduction: Subscription fees are automatically deducted from your ride earnings throughout the day until the daily subscription is fulfilled

3.4 Current Subscription Fee

The current daily subscription fee and cap will be displayed in the Driver application and may vary based on your market area. Green Yellow Red LLC reserves the right to adjust the subscription fee based on operational expenses, market conditions, and service improvements.

3.5 Fee Adjustments

Green Yellow Red LLC may increase the subscription fee to cover operational expenses, including but not limited to:

• Technology infrastructure and maintenance
• Payment processing costs
• Customer support services
• Insurance and compliance requirements
• Marketing and rider acquisition
• Third-party service costs (including Twilio, Checkr, Stripe, Mapbox, and AWS)
• General business operations

Any fee adjustments will be communicated to Drivers at least 14 days before taking effect. Your continued use of the Platform after such changes constitutes acceptance of the new fee structure.

3.6 Payment Processing

All payments are processed through secure third-party payment processors, including Stripe, Inc. Driver earnings (minus the progressive subscription deduction) are deposited directly to the Driver's designated bank account according to the payout schedule selected by the Driver.

4. Driver Obligations

4.1 Account Requirements

To use the Platform, you must:

• Be at least 21 years of age
• Possess a valid driver's license
• Maintain valid vehicle registration and insurance
• Pass background and driving record checks conducted by Checkr, Inc.
• Complete phone number verification and enable two-factor authentication (2FA) via SMS
• Provide accurate and complete information during registration
• Maintain updated profile and vehicle information

4.2 Service Standards

When providing services through the Platform, you agree to:

• Maintain professional conduct with all Riders
• Operate a clean, safe, and well-maintained vehicle
• Comply with all applicable traffic laws and regulations
• Not discriminate against Riders based on protected characteristics
• Not engage in fraudulent or deceptive practices
• Report any accidents or incidents promptly to GYR-Rides

5. Independent Contractor Relationship

As an independent contractor, you:

• Are free to determine when, where, and how long you use the Platform
• Are responsible for your own taxes, including self-employment taxes
• Are not entitled to employee benefits from Green Yellow Red LLC
• May engage with other rideshare platforms simultaneously
• Are responsible for your own vehicle, equipment, and expenses

6. Data, Privacy & Security

6.1 Data Collection

Green Yellow Red LLC collects and processes certain data to provide the Services, including:

• Personal identification information
• Phone number for SMS verification and two-factor authentication (2FA), processed by Twilio, Inc.
• Location data during active service
• Trip history and earnings data
• Device and usage information
• Background check data, processed by Checkr, Inc. (Checkr may also send you SMS notifications about your background check status; these are separate from GYR-Rides' SMS communications)
• Communications through the Platform

6.2 Data Use

Your data is used to:

• Provide and improve the Services
• Verify your identity via SMS-based 2FA at registration and each login
• Match Drivers with Riders
• Process payments and calculate earnings
• Conduct background checks and ensure safety
• Comply with legal obligations

6.3 Data Security

Green Yellow Red LLC implements industry-standard security measures to protect your data, including encryption in transit and at rest, two-factor authentication for all accounts, and role-based access controls. However, no method of electronic transmission or storage is 100% secure, and Green Yellow Red LLC cannot guarantee absolute security.

6.4 Third-Party Data Processors

The following third-party services process your data in connection with the Platform:

For full details, please review our Driver Privacy Policy.

7. Intellectual Property

7.1 Green Yellow Red LLC Property

The Platform, including all software, designs, trademarks, logos (including the GYR-Rides cross logo consisting of green, yellow, and red squares arranged in a cross pattern — green on top and left, yellow in the center, red on right and bottom), and content, is the exclusive property of Green Yellow Red LLC and is protected by intellectual property laws. This Agreement does not grant you any ownership rights to the Platform or its components.

7.2 Trademarks

GYR-Rides™, the GYR-Rides cross logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Green Yellow Red LLC. You may not use such marks without the prior written permission of Green Yellow Red LLC.

7.3 Feedback

If you provide feedback, suggestions, or ideas regarding the Platform, you grant Green Yellow Red LLC a perpetual, royalty-free, worldwide license to use such feedback for any purpose without compensation to you.

8. Service Availability

8.1 Availability

Green Yellow Red LLC strives to maintain Platform availability but does not guarantee uninterrupted access. The Platform may be unavailable due to:

• Scheduled maintenance
• Emergency repairs
• Force majeure events
• Third-party service interruptions (including Twilio, Stripe, Mapbox, AWS, or Checkr outages)
• Security incidents

8.2 Modifications

Green Yellow Red LLC reserves the right to modify, update, or discontinue any aspect of the Platform at any time. Material changes will be communicated through the Platform or via email.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

GREEN YELLOW RED LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING FROM YOUR USE OF THE PLATFORM OR SERVICES.

GREEN YELLOW RED LLC'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT OF SUBSCRIPTION FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

10. Indemnification

You agree to indemnify, defend, and hold harmless Green Yellow Red LLC, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Platform and Services
• Your violation of this Agreement
• Your violation of any applicable laws
• Your provision of transportation services
• Any dispute between you and a Rider

11. Term and Termination

11.1 Term

This Agreement begins when you create a Driver Account and continues until terminated by either party.

11.2 Termination by Driver

You may terminate this Agreement at any time by:

• Deactivating your Driver Account through the Platform
• Using the in-app account deletion feature (Settings > Account > Delete Account)
• Contacting GYR-Rides support at support@gyr-rides.com

11.3 Termination by Green Yellow Red LLC

Green Yellow Red LLC may suspend or terminate your access to the Platform immediately if you:

• Violate any term of this Agreement
• Engage in fraudulent or illegal activity
• Receive consistently low ratings from Riders
• Fail to maintain required documentation
• Pose a safety risk to Riders or the public

11.4 Effect of Termination

Upon termination:

• Your access to the Platform will be revoked
• Outstanding earnings will be paid according to the normal payout schedule
• Sections regarding intellectual property, limitation of liability, indemnification, and governing law will survive termination

12. Account Deletion

In compliance with Apple App Store Review Guidelines (Section 5.1.1(v)) and Google Play policies, you may delete your Driver account and all associated personal data at any time:

• In-App: Navigate to Settings > Account > Delete Account
• By Email: Contact privacy@gyr-rides.com

Upon account deletion:

• Your account will be deactivated immediately
• Personal data will be deleted within 30 days
• Outstanding earnings will be paid per normal payout schedule
• Certain records may be retained as required by law (see Driver Privacy Policy)
• Account deletion constitutes termination of this Agreement

13. Dispute Resolution

13.1 Informal Resolution

Before initiating formal dispute resolution, you agree to contact Green Yellow Red LLC at legal@gyr-rides.com to attempt to resolve any dispute informally within 30 days.

13.2 Arbitration

Any dispute that cannot be resolved informally shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in Montgomery County, State of Maryland.

13.3 Class Action Waiver

You agree that any arbitration or legal proceeding shall be conducted on an individual basis and not as a class action, collective action, or representative action.

14. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to its conflict of law principles. Any legal action or proceeding shall be brought exclusively in the state or federal courts located in Montgomery County, Maryland.

15. General Provisions

15.1 Entire Agreement

This Agreement, together with the Driver Agreement, Driver Privacy Policy, Privacy Policy, and any other policies referenced herein, constitutes the entire agreement between you and Green Yellow Red LLC regarding the subject matter hereof.

15.2 Severability

If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

15.3 Waiver

The failure of Green Yellow Red LLC to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

15.4 Assignment

You may not assign or transfer this Agreement without Green Yellow Red LLC's prior written consent. Green Yellow Red LLC may assign this Agreement without restriction.

15.5 Notices

Green Yellow Red LLC may provide notices to you via email, through the Platform, or by other reasonable means. You may provide notices to Green Yellow Red LLC at the contact information below.

15.6 Amendments

Green Yellow Red LLC reserves the right to amend this Agreement at any time. Material changes will be communicated at least 30 days before taking effect. Your continued use of the Platform after such changes constitutes acceptance of the amended Agreement.

16. Contact Information

Green Yellow Red LLC
DBA: GYR-Rides

• Email: legal@gyr-rides.com
• Driver Support: drivers@gyr-rides.com
• Phone: 1-800-GYR-RIDE (1-800-497-3433)
• Website: https://gyr-rides.com

ACKNOWLEDGMENT: By clicking "I Agree," creating a Driver Account, or using the Platform, you acknowledge that you have read, understood, and agree to be bound by this Software as a Service Agreement. You further acknowledge that you consent to SMS-based phone verification and two-factor authentication (2FA) delivered by Twilio, Inc., and to background checks conducted by Checkr, Inc., including receiving SMS notifications from Checkr regarding your background check status.