BATTERY SWAPPING SERVICE FOR DELIVERY RIDERS

1. Introduction: Welcome to Swobbee US Corp.’s (“Swobbee”, the “Company”, “We”, or “Us”) Battery Swapping Service for Delivery Riders, a pioneering solution designed to enhance the efficiency and sustainability of urban delivery operations in urban areas. The Battery Swapping Service for Delivery Riders Terms and Conditions (the “Agreement”) outlines the terms and conditions under which you (the “Rider”, or “You”) agree to use Swobbee’s battery swapping stations (the “Stations”) and services (the “Service”) to obtain charged batteries (the “Battery” or “Batteries”) for use on your E-Bike. This Agreement creates a Membership that allows you to use the Service, and by using the Service, you acknowledge and agree to comply with these terms, which are designed to ensure a safe, efficient, and productive experience for all participants. Swobbee offers you the flexibility to swap depleted Batteries for fully charged ones, enabling continuous operation without the downtime associated with traditional charging methods. Please read these terms carefully to understand your rights and obligations. This Agreement will remain in force until either party terminates it pursuant to paragraph 6.

2. Eligibility: To participate in the Service, a Rider must meet the following criteria:

• Be at least 18 years old.
• Complete the registration process, including providing an accurate phone number, email address and credit card verification via Stripe.
• Acknowledge and agree to all terms and conditions set forth by Swobbee, including any updates or changes.
• Swobbee may, at its discretion, require a valid credit or debit card for incidentals, such as a lost, broken, or stolen batteries.

Failure to meet these criteria will result in the inability to use the Service.

3. Battery Swapping Service: The Service provides an innovative solution to ensure uninterrupted operations for delivery riders. The Service allows registered riders to exchange depleted batteries for charged ones at the Stations throughout the United States. Here are the key components of the Service:

• Riders have access to all Stations included in the Riders’ subscription within the operational area during the term of this Agreement.
• Eligible Riders may swap batteries as many times as needed, subject to battery availability and confirmation that Riders are up to date on subscription fee payments, with none overdue.
• Riders must follow all provided instructions for safe Battery handling and swapping procedures.
• Riders will receive (1) Battery, and one (1) new rail. Rider agrees to have their bike rail upgraded by a Swobbee-approved service provider during the onboarding process, and maintain the use of this bike during the term. Rider shall not tamper with the rail or battery. Should maintenance be required, Rider agrees to contact Swobbee or a Swobbee-approved service provider for support. At the end of the term, the rail will be removed from the bike free of charge.
• Batteries can be locked and unlocked via the Swobbee Rider App. Rider must ensure that the Battery is securely locked at all times except when removing and replacing it to prevent theft or damage. Riders are responsible for the care of Batteries and rail during use and are expected to report any issues within 24 hours to Swobbee.
• Batteries and rail provided to the Rider are the sole property of Swobbee. Swobbee reserves the right to request the return of any Battery or rail in Rider’s possession at any time.
• All Service use must comply with local laws and regulations, including those specific to electric vehicle operation, road safety, and battery handling.
• Riders shall not swap Batteries during official weather emergencies as defined or announced by local emergency management or similar State or Federal authorities.
• Riders must wear a helmet. Swobbee strongly recommends that Riders wear a Snell, CPSC, ANSI, or ASTM approved helmet, properly sized, fitted, and fastened, which may protect against an injury or may lessen the severity of an injury caused by an impact to the head.

4. Service and Surcharge Fees: The following fees apply:

Membership Fee: Rider is charged $60 per month for the battery subscription and charging service for the Basic Plan and $75 per month for the Pro Plan.

Late Return Fee: In cases where a swapped Battery is not returned within 7 days after the end of the Term, a late return fee will apply.

Damage or Loss Fee: Fees for damage to or loss of Batteries or misuse by the rider. In case of a stolen Battery, it is the rider’s responsibility to file a police report. The fee for a lost, damaged, or stolen Battery is $500 on the Basic Plan and $200 on the Pro Plan, limited to one case per year. After that the first occurrence, the fee is $500 for a lost or stolen Battery per occurrence. All fees are subject to applicable taxes as per local laws. Prices and fees are subject to change with prior notice to all Riders.

Payment Methods: Riders must input a valid credit or debit card number and expiration date before they will be registered to use the Service, and must maintain a valid credit or debit card throughout the duration of the Membership. Riders represent and warrant to Swobbee that they are authorized to use the credit or debit card. Riders authorize Swobbee to charge their credit or debit card for all fees they incur, subject to applicable sales taxes and other local government charges. All payments are securely processed, ensuring your financial data’s safety and privacy. Swobbee reserves the right to place holds on Rider’s credit or debit card in order to ensure proper payment. If a Rider disputes any charge on their credit or debit card account, then the Rider must contact Swobbee within 10 days of receipt of their statement containing the disputed charge. Riders agree to immediately inform Swobbee of all changes relating to their credit or debit card and update their Rider profile on the Platform. If the credit or debit card connected to the Rider’s Membership becomes invalid at any time and the Rider does not replace it on the Rider’s profile with a valid credit or debit card, Swobbee may suspend the Membership.

Payment Terms: Riders will be charged the full monthly amount on a rolling schedule. Monthly fees will be charged on the day Rider signs up, and on the same day of the month each month after that. In the case of a promotion that includes a free month, the Rider will be automatically charged for the next month at the time of signup.

5. Term and Termination: This Agreement shall remain in effect until either Party terminates it pursuant to this paragraph (the “Term”). The Agreement can be terminated under the following conditions:

By the Rider: Rider may choose to terminate the Membership at any time by notifying Swobbee in writing via email to support@swobbee.com. Rider then has 7 days to schedule an appointment to return all Batteries and rail. The Agreement does not terminate until all Batteries and rail are returned undamaged, or all lost or damaged Batteries and rail are paid for in full. Batteries and rail that are returned late (7 days), or are returned damaged and the damage fees are not paid within 7 days shall be subject to a late fee.

By Swobbee: Swobbee reserves the right to terminate or suspend access to the Service for any breach of the Agreement, misuse of the Service, or any illegal activity. Prohibited Acts are outlined in section 6 of this agreement. Notification will be provided in writing.

6. Prohibited Acts: As part of Swobbee’s commitment to safety, compliance, and service integrity, participants in the Battery Swapping Service are strictly prohibited from engaging in the following actions. ENGAGING IN SUCH PRACTICES MAY RESULT IN IMMEDIATE TERMINATION OF ACCESS TO THE SERVICE, AS WELL AS FINANCIAL CHARGES AND POTENTIAL LEGAL ACTION:

Battery Misuse: Causing any damage, defacement, or harm to Batteries or engaging in any actions that compromise the Battery’s functionality or safety.

Unauthorized Equipment Use: Utilizing Batteries not provided by Swobbee at a Station, or attempting to use Swobbee Batteries with incompatible or unauthorized devices.

Geographical Limitations: Transporting Batteries outside of designated geographic areas without explicit written advance permission from Swobbee.

Technical Tampering: Modifying, dismantling, repairing, or otherwise altering in any way Batteries or rail.

Unauthorized Access: Allowing individuals other than the Rider to use borrowed Batteries or share Membership and account information with any third party.

Security Breaches: Leaving Batteries unattended or unlocked at any time, thereby posing a risk of theft or damage.

Service Misconduct: Engaging in misuse, tampering, impairment, or any form of damaging behavior towards Swobbee equipment or Service, including charging stations and accessories.

Interference with Service: Acting in any way that negatively affects another person’s or entity’s ability to use and enjoy the Service, or engaging in conduct that disrupts the operation of the Service.

Commercial Exploitation: Selling, reselling, or otherwise commercially exploiting the Service without explicit written authorization.

Improper Charging Practices: Batteries shall be charged solely in the provided stations. At-home charging, or handling any Battery in a manner inconsistent with Swobbee’s provided manuals and safety guidelines is strictly prohibited.

Violating any of these prohibited acts may result in immediate suspension or termination of Service access and may lead to further legal action. Participants are encouraged to report any observed violations to Swobbee to help maintain the integrity and safety of the Service for all users. RIDER UNDERSTANDS AND ASSUMES THE RISKS OF ANY VIOLATION OF ANY PROHIBITED ACT SET OUT IN THIS SECTION. SUCH RISKS ARE SIGNIFICANT AND INCLUDE INJURY OR DEATH TO THE RIDER AND OTHERS, DAMAGE TO OR DESTRUCTION OF THE RIDER’S AND OTHERS’ PROPERTY, AND THE POTENTIAL THAT THE RIDER WILL BE CITED OR ARRESTED FOR VIOLATION OF APPLICABLE LAWS.

7. Contact Swobbee—emergency, non-emergency, and Incident Response: Rider must inform Swobbee of any accident involving a third party or when the Battery or rail could have been harmed.

In the event of an emergency, including injury or fire, please call 911.

In the event of urgent questions including any issue related to battery swapping, please call our 24/7 hotline: 329-888-5005.

You can also reach us at any time via our email: support@swobbee.com.

In the case of a stolen Battery or rail, please file a police report and send it to support@swobbee.com.

8. Service Availability and Warranties: Swobbee endeavors to provide continuous availability of the Service, subject to maintenance, operational demands, and force majeure events. While we strive for Service excellence, we offer the Service “as is” and “as available” without warranties of any kind, express or implied, including but not limited to the performance, availability, or suitability of the Service or equipment for specific purposes. We disclaim all warranties to the fullest extent permissible under applicable law, ensuring our commitment to service quality while acknowledging the inherent limitations of technology and operational dependencies.

9. Privacy: Swobbee is committed to protecting the privacy of Riders. We collect and use personal information solely for providing and improving the Service, in accordance with our Privacy Policy. This includes Rider registration details, usage data, and transaction history. We implement robust security measures to safeguard Your data against unauthorized access and disclosure. By using the Service, you consent to the collection and use of Your information as described, ensuring transparency and control over your personal data.

10. Risks, Indemnification, and Liability: Rider acknowledges the inherent risks associated with battery swapping and agrees to assume full responsibility for any damages or injuries that may occur. Rider agrees to indemnify Swobbee, its employees, directors, officers, representatives, advisors, contractors and subcontractors (the “Released Persons”) against all claims, damages, losses, and expenses arising from their use of the Service. Swobbee is not liable for special, indirect, or consequential damages, excluding cases of willful misconduct or gross negligence. This section ensures both parties understand their responsibilities and the extent of liabilities involved in the Service. SWOBBEE AND THE OTHER RELEASED PERSONS DO NOT REPRESENT OR WARRANT THE QUALITY OR SAFETY CHARACTERISTICS OF ANY HELMET, AND YOU AGREE THAT SWOBBEE AND THE OTHER RELEASED PERSONS ARE NOT LIABLE FOR ANY INJURY SUFFERED BY RIDER WHILE USING ANY OF THE SERVICES, WHETHER OR NOT RIDER IS WEARING A HELMET AT THE TIME OF INJURY. RIDER ASSUMES ALL RISK OF NOT WEARING A HELMET OR OTHER PROTECTIVE CLOTHING AND GEAR. 

11. Availability of Service: Swobbee makes every effort to provide the Service for 365 days per year; however, Swobbee does not guarantee that the Service will be available at all times, as force majeure events or other circumstances might prevent Swobbee from providing the Service from time to time. Access to the Service also is conditioned on the availability of Batteries at the Stations. Swobbee does not represent or warrant the availability of any Service or the availability of any Batteries at any Station. No partner of Swobbee has any responsibility for providing any Service. Rider may use the Swobbee platform to check the inventory or availability of Batteries available at a Station. The Rider agrees that Swobbee may require them to return a Battery at any time.

12. Dispute Resolution: Any disputes arising out of or related to the use of the Service shall first be addressed through amicable negotiation. This Agreement for use of the Service is governed by, and must be construed and enforced in accordance with, the laws of New York State, excluding principles of conflicts of laws. For every dispute regarding this Agreement: (i) each party consents to the jurisdiction of the courts of New York State and agrees that those courts have personal jurisdiction over each party; (ii) venue must be in New York State; and (iii) the parties must submit the dispute to mandatory mediation held in New York State. Every mediation must be completed within 6 months of the date when the initial notice demanding mediation was provided by any party. If, for any reason, the dispute is not resolved through mediation within the 6-month period, then the parties may continue seeking to resolve the dispute by use of any process, including litigation by trial. Any suit involving any dispute arising under this Agreement may only be brought in State or Federal Court located in the County and State of New York, which shall have exclusive jurisdiction over the subject matter of the dispute. EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

13. Confidentiality: “Confidential Information” shall include all information of a Party and/or any of its affiliates that is disclosed by one Party (the “Discloser”) to the other Party (the “Recipient”), whether in oral, written, graphic or machine-readable form, including without limitation, specifications, operations or systems manuals, decision processes, profiles, system and management architectures, diagrams, graphs, models, sketches, technical data, research, business or financial information, plans, strategies, forecasts, forecast assumptions, business practices, marketing information and material, customer names, proprietary ideas, concepts, know-how, methodologies and all other information related to the Discloser’s business and/or the business of any of its affiliates. Confidential Information shall not include information that: (a) is or becomes publicly available; (b) was in the possession of or demonstrably known by the Recipient or any of its affiliates prior to its receipt from the Discloser; (c) is independently developed by the Recipient or any of its affiliates without use of or reference to the Confidential Information; or (d) becomes known by the Recipient or any of its affiliates from a third party and, to the Recipient’s or such affiliate’s knowledge, is not subject to an obligation of confidentiality to Discloser.

14. Miscellaneous Terms: This Agreement contains the complete, final, and exclusive integrated agreement between the parties with respect to its subject matter. This Agreement supersedes all other prior agreements, written or oral, relating to such subject matter. At any time and from time to time, and without Rider’s consent, Swobbee may unilaterally amend, modify, or change this Agreement, in its sole discretion and without any notice or cause, and by continuing to use any Service after any amendment, modification, or change, Rider has agreed to be bound by all such amendments, modifications, and changes. The Rider must carefully review this Agreement on a regular basis to maintain awareness of all amendments, modifications, and changes. Notwithstanding any provision in this Agreement that may be to the contrary, the pricing set forth on the platform supersedes all pricing set forth in this Agreement. If a court deems any provision of this Agreement illegal or otherwise unenforceable for any reason, Rider agrees that that provision shall be severed from the Agreement and shall be inoperative, and the remainder of the Agreement shall remain operative and shall be binding on the parties. Failure to enforce any part of this agreement does not waive the right to enforce it later.

Riders cannot transfer their rights or obligations without Swobbee’s consent.