These Terms of Service ("Terms") govern the access or use by you of applications, websites, content, products, and services (the "Services") made available by Rapidoo Philippines.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING OUR SERVICES.

As a "User" of this Rapidoo application, you hereby agree and conform to the following Terms of Use:

Definitions

1.1 "User" means any natural or juridical person who installs a copy of the Application on a mobile device and submits an Order through the Application for Private Carrier to be performed in the Philippines.

1.2 "Order" has the meaning given to it in Clause 2.4 below.

1.3 "Private Carrier Services" means the services provided by a Participating Driver for the account of a User, which includes the pickup, transportation and delivery of the User's Shipment from and to stated locations in the Philippines using a booked vehicle, as well as any add-on services, pursuant to an Order.

1.4 "Participating Driver" means a licensed driver, not registered as a common carrier or otherwise engaged in business as such, who has been accredited with Rapidoo as part of a pool of drivers who may be willing, at his/her sole discretion, to provide Private Carrier Services to a User.

1.5 "Shipment" means all packages, parcels, delivery items or any part of the articles therein or contents thereof that travel under one Order.

1.6 "Contract" refers to the special contract of private carriage as contemplated under Philippine law which is automatically entered into between the Participating Driver and the User upon the acceptance by the Participating Driver of the User's Order through the Application. The contract covers the Participating Driver of the terms of the Order.

1.7 "Services" means the services which are all performed by Rapidoo electronically through the Application.

1.8 "User Wallet" refers to the deposit of money made by the User with Rapidoo, from which deposit the fees and charges due for an Order may be deducted.

Use of the Application; Rapidoo's Services

2.1 User is permitted to install a copy of the Application on User's mobile device for use in the Philippines provided that User shall not use the Application or the Services for any commercial purposes. Other than the license to use the Application as herein provided, no other license or right is granted to the Use and ownership of the Application and all other rights are hereby expressly reserved by Rapidoo. User shall not:

(a) rent, lease, sublicense, distribute or transfer copies of the Application or the license for the use of the Application to any third parties;

(b) modify, adapt, reverse engineer, decompile, disassemble, translate the Application or create derivative works based on the Application;

(c) interrupt the normal operation of the Application, or use any methods to export or modify the source code of the Application;

(d) upload or send out any kinds of computer viruses, worms, trojans, or malicious codes;

(e) install and/or execute the Application on any device other than the mobile device running the operating systems approved by Rapidoo.

2.2 The Application is delivered to Users on an "as is" basis and although Rapidoo has used its best endeavors to make the Application work properly on mobile devices, Rapidoo does not warrant the performance of the Application nor the compatibility of the Application with Users' mobile devices.

2.3 Rapidoo provides Services to facilitate the perfection and performance of the Contract between the User and the Participating Driver, as follows:

(a) the computation and determination of the fees and charges for the fulfillment of an Order;

(b) the publication of the details of an Order to eligible Participating Drivers for their acceptance;

(c) upon the acceptance by a Participating Driver of an Order, the transmission to the User of the details of the Participating Driver who has accepted the Order;

(d) where the option for payment using the User Wallet is selected by the User, the confirmation of receipt of the payment of the fees and charges, for and on behalf of the Participating Driver, which sum shall be deducted by Rapidoo from the User Wallet of the User for the account of the Participating Driver.

2.4 The Orders submitted through the Application are completely and independently fulfilled by the Participating Driver pursuant to the Contract with the User.

2.6 Rapidoo reserves the right, but shall not be obliged, to pursue investigations and/or inquiries on the conduct and/or alleged violations by Participating Drivers based on User's reports or complaints, and to impose appropriate penalties or consequences on the Participating Drivers, at the sole and absolute discretion of Rapidoo.

Determination of Fees and Charges

3.1 The User will be charged the Standard Transport Fee in accordance with the prevailing "Rates" at the time of the Participating Driver's acceptance of the Order.

3.2 Prevailing rates are indicated in the "Rates" section on the Rapidoo website or in the Application.

3.3 The fees and charges for the User's Shipment are determined in accordance with specified maximum weight, size, and quantity of the delivery item/s, the vehicles used, and add-on services availed, if any, as the case may be.

3.4 Additional charges, including but not limited to toll, parking fees and such other fees and expenses which are necessary, related or incidental to effect delivery to the recipient or return of the Shipment to the User shall be for the User's exclusive account and are not included in the Standard Transport Fee to be charged against the User.

3.5 An adjustment of the rates as well as additional charges shall likewise apply if the weight, size, or quantity of the Shipment declared by the User are different from the actual weight, size, or quantity thereof.

3.6 In the event that the Shipment is not accepted or refused by the recipient or the recipient's representative/s, all expenses for the return of the Shipment to the User shall be shouldered by the User.

3.7 No cancellation fees are chargeable as long as an Order is canceled and communicated within thirty (30) minutes before the start of the Order pickup time. In the event that the cancellation was made after the Order pickup time has started, the User shall be charged with the Standard Transport Fee as provided under Section 3.1.

3.8 The User shall pay the Participating Drivers in accordance with the agreed mode of payment selected through the Application upon submission of the Order.

3.9 For Users availing of payment using the User Wallet option, the final adjusted rates and additional charges shall be deducted from the User's Wallet. If an order is cancelled within thirty (30) minutes before the start of the Order pickup time, Rapidoo will automatically undo the transaction for debiting of funds from the User's Wallet.

3.10 For and in consideration for the performance of the Services, Rapidoo shall be entitled to a percentage in the total fees and charges due for an Order.

User's Obligations, Warranties and Undertakings

4.1 User warrants that he has the legal capacity to enter into and form contracts under Philippine laws.

4.2. By availing of Rapidoo's Services, the User shall provide Rapidoo complete and accurate information in submitting the Order, such as the description of the delivery items included in the Shipment, his choice of delivery vehicle type, add-on services availed, and handling instructions of the Shipment, if any, through the Application for initial determination of applicable rates.

4.3 The User warrants that he is either the owner or the authorized agent of the owner of the Shipment and that he is authorized to accept and is accepting these Terms and Conditions not only for himself but also as agent for and on behalf of the owner of the Shipment.

4.4 User shall be responsible for the security of his account, shall safeguard any login name and password Rapidoo may provide in relation to the Application and the Services and shall not disclose them to third parties, and undertakes to immediately notify Rapidoo if there is any reason to believe that the security of the account has been compromised.

4.5 The User warrants that he has complied with all laws and regulations relating to the nature, condition, packing, handling, storage and carriage of the Shipment. User shall not propose to dispatch any articles that are prohibited by law, dangerous or hazardous materials or substances, radioactive material, or which may be harmful to the Participating Driver or the delivery vehicle.

4.6 The User is liable for any loss or damage suffered by the Participating Driver, Rapidoo or any third party as a result of User's violation/s of herein terms and conditions and/or the Contract with the Participating Driver, including legal liabilities that may arise from the transportation or shipment of contraband goods or items the distribution of which are legally declared to be prohibited under Philippine law, local government regulation, or administrative regulation.

4.7 The User agrees to hold Rapidoo free and harmless from any legal liability to any third party as a result of any breach of the User's obligations under herein terms and conditions and/or the Contract with the Participating Driver.

Disclaimer

The User hereby expressly agrees and acknowledges that:

5.1. Rapidoo does not provide delivery or transportation services, and except to the extent that it provides the Services as defined herein, does not perform, manage, supervise or control the Private Carrier Services which are completely, exclusively and independently performed by the Participating Driver.

5.2. Rapidoo is a software company and is not, and does not represent itself to be, engaged in the activities of a common or private carrier or a public utility or public service, as these terms are understood under Philippine law.

5.3. Rapidoo does not warrant the availability of Private Carrier Services and the availability of delivery vehicles as may be requested by a User in an Order, the accuracy of the data or information provided as part of the Services, or the quality of the Private Carrier Services and the condition of the delivery vehicles provided by the Participating Drivers.

5.4. Rapidoo shall not be liable to User for any damages, claims or costs whatsoever including any consequential, indirect, incidental damages or any loss of profit or damages to their mobile devices as a result of their installation and/or execution of the Application, or their availment of the Services or the Private Carrier Services using the Application, even if Rapidoo or its representative has been advised of the possibility of such loss, damage or claim from User.

5.5. Rapidoo is not the agent, principal, partner or employer, or any similar or analogous relation, of Participating Drivers or Users.

5.6. The rights, obligations and remedies between the User and Participating Driver are set forth in their Contract, which is hereby expressly acknowledged by the User as a special contract of private carriage of goods, as contemplated under the laws of the Republic of the Philippines. Rapidoo shall not be liable for any loss or damages, including any injury which a User or Participating Driver may suffer as a result of the provision of the Private Carrier Services contracted by the User from a Participating Driver using the Application.

Personal Data & Privacy

6.1. The User may be required to submit personal information to Rapidoo in order to use certain functions of the Application and the Participating Driver confirms that the personal data so provided is true, correct and up to date.

6.2. The User agrees that Rapidoo is entitled to collect, use, keep, store, update and process his/her personal information to such extent, for and at such time periods, as may be necessary for Rapidoo to provide the Services. Specifically, the submitted personal data may be used for or in (a) the publication of an Order from User for acceptance by a Participating Driver, (b) confirmation/ clarification of the Order information between the User and the Participating Driver, (c) tracking the booked vehicles, (d) determining compliance with the terms and conditions of these Terms and Conditions, (e) addressing User complaints against the Participating Driver, (f) verifying the truthfulness of the submitted personal data, (g) compliance with legal process and investigation, (h) and other acts or procedures which are reasonably necessary or connected with the provision of the Services. All other lawful criteria for processing, use and disclosure of personal information under the Philippine Data Privacy Act (Republic Act No. 10173) are hereby incorporated in this agreement.

6.3 The User agrees that Rapidoo shall not be liable for any misuse by the Participating Drivers of the User's personal information.

6.4. The User will receive and use the Participating Driver's personal data (Participating Driver's submitted name and contact number) for the purpose of fulfillment of the User's Order pursuant to the obligations of the User and Participating under their relevant Contract. The User may request further personal information of Participating Drivers to the extent that such may be necessary for consumer complaint resolutions and for the resolution of legal actions (whether administrative, civil or criminal), consistent with the lawful criteria for processing and disclosure of personal information under the Philippine Data Privacy Act (Republic Act No. 10173).

6.5 The User agrees that he will be liable to the Participating Driver for any misuse of the Participating Driver's personal data, and he agrees to hold Rapidoo free and harmless from the misuse of the Participating Driver's personal data.

Fair Use of the Application; Rules of Usage

7.1 The User shall not utilize the Application for or to promote any illegal acts.

7.2 The User shall not use the Application to produce any email advertisements or spam emails.

7.3 The User shall not use the Application in any way to track, stalk, harass or hurt any person.

7.4. The User shall not in any way interrupt/destroy the operation of the Application or the servers/network linked with the Application, or violate the network requirements, process, or the herein terms and conditions.

7.5 The User shall not use the Application in another person's name or use the Application with the property of others without the consent of its owner.

Confidentiality and Protection of Business Interests of Rapidoo and Application Users

8.1 Rapidoo owns or controls all trade secrets, proprietary information, and other Confidential Information relating to Rapidoo and the Application.

8.2 "Confidential information" includes but is not limited to: the source code in respect of the mobile app, Rapidoo App (the "Mobile App"), currently owned and/or operated by Rapidoo in the Philippines; app contents of Rapidoo; driver onboarding data operating procedures; non-public financial information; trade secrets (including but not limited to applicable rebate progams for corporate clients); business plans; copyrightable materials; operating procedures; financial information; non-public records, notes, reports, correspondences; supplier information; and proprietary information.

8.3. In the course of the use of the Application and/or provision by Rapidoo of the Services, the User may become aware of trade secrets, proprietary information and other Confidential Information relating to Rapidoo. User agrees that the disclosure of this information to any third party, and in particular to a competing business entity, would cause serious loss and damage to Rapidoo's business interests.

8.4. User agrees it shall not use any advantages derivable from such Confidential Information in its own business or affairs, and/or to the detriment or prejudice of Rapidoo, its representatives, and/or the Participating Drivers.

Miscellaneous

9.1 Non-Circumvention. The User hereby agrees for himself or herself, their officers, directors, agents, associates and any related parties, that they will not, directly or indirectly, contact, deal with or otherwise become involved with the Participating Drivers, any entity or any other entities or parties introduced, directly or indirectly, by or through the other party, its officers, directors, agents or associates, for the purpose of avoiding the payment to Rapidoo of profits, fees or otherwise, without the specific written approval of Rapidoo.

9.2 Promotions. Rapidoo reserves the exclusive right to introduce and enforce advertising and sales promotions.

9.3 Amendment. By agreeing to these Terms and Conditions, the User agrees that Rapidoo may from time to time amend the terms of these Terms and Conditions by posting such amendments and additional terms and conditions on the website Rapidoo.Ph and/or by sending push notifications on the Mobile App. The User agrees that any such amendments to the Terms and Conditions made by Rapidoo shall be binding upon him.

9.4 Entire agreement. The User acknowledges that he has read these Terms and Conditions, as may be amended from time to time, understood it and agreed to be bound by its terms, and further agrees that these Terms and Conditions, together with any document referred to herein in connection herewith, constitutes the whole agreement and is the complete and exclusive statement of the Terms and Conditions 

between Rapidoo and the User with respect to the subject matter hereof, which supersedes all proposals, and all other communications, regardless of the form thereof, between the Rapidoo and the User relating to the subject matter of these Terms and Conditions. No representation, promise or inducement has been made by Rapidoo that is not embodied in these Terms and Conditions.

9.5 Governing Law. These Terms and Conditions shall be governed by and construed in accordance with the laws of the Philippines.

9.6 Venue of Action. In the event of any dispute, controversy, or claim arising from or relating to these Terms and Conditions, or the interpretation thereof, or any arrangements relating thereto or contemplated therein, or the breach, termination, or invalidity thereof, the parties hereto agree that venue shall be exclusively and properly set in the courts of [CITY], Philippines.

9.7 Assignment. Rapidoo reserves the right to assign any or all of its rights, duties and obligations hereunder to any third party without the need of notice to or consent from the User. The User may not assign his rights and obligations under these Terms and Conditions without the prior written consent of Rapidoo.

9.8 Non-waiver. Failure by Rapidoo to exercise any or all of its rights hereunder, or any partial exercise thereof, shall not be construed as a waiver of such rights, and Rapidoo may, at any time, exercise any or all of the rights and discretions granted to it hereunder, or by law, without having to wait for the occurrence or re-occurrence of another or similar event which gives rise to such rights.

9.9 Severality. If any provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect, and for the invalid, the illegal or unenforceable provision shall be substituted a valid, legal and enforceable provision which shall be as similar as possible in economic and business objectives as intended by the parties.

9.10 Non-Tarnishment. By availing of the Services, User and Corporation agree that they will refrain from tarnishing the reputation of the other in the course of resolving a consumer complaint in accordance with Section 9.10. Any public disclosure of the correspondences and meetings between the User and Corporation in accordance with Section 9.10, without the consent of the other party, shall be prima facie evidence of tarnishment and shall give rise to minimum punitive damages which shall not be less than PhP50,000.

9.11 Reservation Clause. Rapidoo reserves the right to admit, maintain, retain, exclude, remove, suspend or block the User or Participating Driver in or from the use of the Application, including the right to change the status of such User or Participating Driver, for any reason whatsoever which Rapidoo may in its discretion decide based on its business judgment. Any action under this clause