SHLNY Platform Terms & Conditions

Last Updated: NOVEMBER 15, 2023

This Agreement, establishing a legal understanding between you, an individual ("you"), and SHLNY GROUP MANAGEMENT SERVICES CO. L.L.C (referred to as the "Company"), governs your involvement in facilitating transportation services through the SHLNY Driver platform.

The proposed business is an innovative and user-friendly app that aims to revolutionize the vehicle recovery industry. The app will provide a platform for individuals who require recovery services to connect with recovery drivers in their area quickly and easily.

The app will be developed for both Android and iOS platforms, ensuring that it is accessible to a wide range of users.

By downloading the Application from the Apple AppStore and Google Play, and any subsequent updates (as allowed by this License Agreement), you express your agreement to adhere to all the terms and conditions outlined in this License Agreement. The parties involved in this License Agreement recognize that Apple and/or Google Play are not participants in this agreement and are not bound by any provisions or obligations related to the Application, including warranty, liability, maintenance, and support. SHLNY GROUP MANAGEMENT SERVICES CO. L.L.C, not Apple or Google Play, holds sole responsibility for the licensed Application and its content.

This License Agreement cannot establish usage rules for the Application that conflict with the latest App Store Terms of Service. SHLNY GROUP MANAGEMENT SERVICES CO. L.L.C affirms that it has had the opportunity to review these terms, and this License Agreement is in accordance with them.

All rights not explicitly granted to you are reserved.

Through the SHLNY Driver platform, authorized drivers can receive and fulfill ride requests from users of SHLNY GROUP MANAGEMENT SERVICES CO. L.L.C's mobile application. By entering into this Agreement, you express your intention to use and access the SHLNY Driver platform, understanding that SHLNY GROUP MANAGEMENT SERVICES CO. L.L.C solely provides technology services to facilitate ride connections.

Your acceptance of the terms and conditions outlined below is a prerequisite for utilizing the SHLNY Driver platform. Upon your execution of this Agreement, whether electronically or through other means, both you and SHLNY GROUP MANAGEMENT SERVICES CO. L.L.C are bound by the terms set forth herein.

IMPORTANT: YOUR USE OF THE SHLNY DRIVER PLATFORM IS BASED ON AGREEING TO THE TERMS AND CONDITIONS BELOW. WHEN YOU ELECTRONICALLY ACCEPT THIS AGREEMENT, IT MEANS YOU UNDERSTAND AND ACCEPT ALL THESE TERMS. PLEASE THINK CAREFULLY ABOUT THIS IMPORTANT BUSINESS DECISION.

Utilization of SHLNY Driver Services

1.1 Account Establishment and Access

To engage with the SHLNY Driver App under the terms of this Agreement, you will initiate an account creation procedure. During this process, it is mandatory to submit all required documents for scrutiny by SHLNY to verify the accuracy of your information. Once the verification is complete, access to the Driver App will be granted. The Company retains the authority to deactivate your account if, within a monthly timeframe, you do not fulfill a request for recovery services using the Driver App. It is imperative to treat your account details with confidentiality and abstain from sharing them with any third party. Any suspicion or confirmation of a breach, improper use, or disclosure of your Driver ID or account details should be immediately reported to the Company.

1.2 Driver App Activation and User Requests

Ensure that the SHLNY Driver App remains active during all working hours. When the SHLNY Driver App is active, you may receive User requests for recovery services if you are available and in proximity to the rider's location. Upon accepting a User's request through the SHLNY Driver App, SHLNY Services will furnish you with specific User Information, including the User's name and pickup location. Through the SHLNY Driver App, you will have access to information such as the distance and estimated trip price. Upon accepting a User's request for recovery services, SHLNY's mobile application may share certain details about you with the User. This includes your name, contact information, photo, location, and your vehicle's make and license plate number. It is agreed that you will not contact the User or use or disclose any User's personal data to any third party for purposes other than fulfilling the recovery request.

1.3. Responsibilities and Equipment

You agree that you are solely responsible for determining the most effective and secure approach for each instance of recovery service (a). Additionally, you commit to providing, at your own expense, all necessary equipment, tools, and materials needed for the execution of recovery services, apart from the SHLNY Services (b).

1.4. Business Relationship and User Interaction

The establishment of a direct business relationship between yourself and the User occurs when you provide recovery services (a). The Company holds no responsibility for the User's actions or inactions in connection with you, your activities, or your vehicle. You assume exclusive accountability for any obligations or liabilities to Users or third parties arising from your provision of recovery services (b). The Company may disclose your contact and/or insurance information to a User upon a reasonable request. It's essential to note that, unless explicitly consented to by a User, you may not transport individuals, including the User, during the provision of recovery services. Ensuring the User's vehicle is transported directly to the specified destination without unauthorized interruptions or stops is crucial (c).

1.5. Business Relationship with the Company

Acknowledging the direct business relationship established between you and the Company through the provision of the SHLNY Driver App and SHLNY Services, you understand that the Company does not exert control over your actions, including the provision of recovery services. You retain discretion in determining when, where, and for how long you utilize the SHLNY Driver App and/or SHLNY Services. This discretion extends to your right to accept, decline, or ignore a User's request for recovery services via the SHLNY Driver App. Additionally, you have the freedom to use other software applications and engage in alternative business activities (a). However, it's important to note that the Company reserves the right to deactivate or restrict your access to the SHLNY Driver App or SHLNY Services in response to a violation of this Agreement, criticism of the Company, or an act or omission that may harm the Company's brand, reputation, or business, as determined solely by the Company (b).

1.6. Ratings

1.6.1. User and Driver Ratings

Upon the completion of recovery services, both you and the User engage in a rating system facilitated by SHLNY's mobile application. Users will be prompted to rate you and the recovery services provided, with the option to share comments or feedback. Similarly, after delivering recovery services, you will be prompted by the SHLNY Driver App to rate the User, with the option to provide comments or feedback. It is imperative that your ratings and feedback are provided in good faith, and the use of derogatory terms or expletives is strictly prohibited.

1.6.2. Minimum Average Rating and Service Quality

Recognizing the Company's commitment to offering high-quality services, it is essential to maintain an average rating by Users that exceeds the Minimum Average Rating set by the Company at its sole discretion. Your average rating is a reflection of Users' satisfaction with your towing services rather than your adherence to Company policies. Falling below the Minimum Average Rating may result in notification from the Company, allowing you a limited period to improve your rating. Failure to meet this requirement within the specified time may lead to deactivation of your access to the SHLNY Driver App and SHLNY Services. Consistent rejection of user requests while logged in may also negatively impact user experience, prompting you to log off the SHLNY Driver App if you choose not to accept recovery service requests for a certain period.

1.6.3. Timely Arrival Commitment

You commit to reaching the pickup point within a maximum of 35 minutes, ensuring prompt and efficient service for Users.

1.7. Geo-location Information

You acknowledge and agree that providing your geo-location information to SHLNY Services via the device is necessary for offering recovery services. This information may be obtained by the TOWR Services while the SHLNY Driver App is running. The User

2. Driver Qualifications, Professionalism, and Vehicle Requirements

2.1. Qualifications and Professionalism

You acknowledge and agree that at all times, you shall: (a) maintain a valid driver's license and all necessary licenses, permits, approvals, and authority required to provide recovery services; (b) possess the appropriate and current level of training, expertise, and experience to deliver recovery services in a professional manner with due skill, care, and diligence; and (c) uphold high standards of professionalism, service, and courtesy. Background checks may be conducted periodically to ensure eligibility to provide recovery services, and the Company reserves the right to deactivate or restrict your access to the SHLNY Driver App or SHLNY Services if you fail to meet the stipulated requirements.

2.2. Documentation and Compliance

To ensure compliance with this Agreement, you must provide the Company with copies of all necessary licenses, permits, approvals, authority, registrations, and certifications before offering any recovery services. Additionally, you must submit evidence of renewals when applicable. The Company may request periodic reviews of such documentation, and failure to provide or maintain the required documentation constitutes a material breach of this Agreement. The Company retains the right to independently verify your documentation.

2.3. Professional Conduct and Integrity

You are required to refrain from engaging in malpractices, including attempts to influence or intimidate customers outside the SHLNY Driver App.

2.4. Promotion and Penalties

Self-promotion over SHLNY with existing customers is prohibited. Violation of this condition will result in a penalty of AED 500 per incident.

2.5. Fair Business Practices

You must not pitch or induce customers to pay you directly for a return fare without booking through the SHLNY App.

2.6. Upholding Goodwill and Image

You are responsible for maintaining the goodwill of the SHLNY Driver App and must refrain from maligning the image of SHLNY in front of customers.

2.7. Trip Acceptance and Compliance

Prior to picking up a trip, you must verify and understand the customer's location, distance, and estimated time of arrival. Once a trip is accepted, compliance with the assignment is mandatory, and any non-compliance may result in a fine of AED 50.

3. Financial Terms

3.1. Service Fee and Payment Processing

You have the right to charge a fare, termed "Service Fee," for each completed recovery service provided to a User through the SHLNY Services. This fee is calculated based on a formula determined by the Company. You acknowledge that the Service Fee is the sole payment you will receive for the provision of recovery services. The Company is appointed as your limited payment collection agent, exclusively for accepting the Service Fee on your behalf through the payment processing functionality facilitated by the ETWO Services. Payment made by the User to the Company is considered equivalent to payment made directly by the User to you.

3.2. Cash Payments and Trust Obligation

In cases where the User opts to pay in cash, you will be notified via the SHLNY Driver App before accepting the assignment. You must remit the SHLNY fees within 1 month; failure to do so will be considered a breach of trust on your part.

3.3. Service Fee Payment to SHLNY

You acknowledge that SHLNY can receive the Service Fee directly into its bank account.

3.4. Changes to Service Fee Calculation

The Company reserves the right to change the method of calculating the Service Fee at any time, providing notice of such changes. Your continued use of the SHLNY Services after any change implies your consent to the alteration.

3.5. Recovery Services Fee and Calculation

In consideration of the provision of the Driver App and SHLNY Services, you agree to pay the Company a Service Fee of ten Percent (10%) on a per Recovery Services transaction basis. The Company retains the right to modify the Service Fee, providing notice in case of any changes. Your continued use of the Recovery Services after such alterations constitutes your consent.

3.6. Contract Expiration or Termination

In the event of contract expiration or termination, you must remit SHLNY fees within 7 days. Failure to do so will be considered a breach of trust.

3.7. Automatic Generation of Service Fees Receipt

You approve that the system will automatically generate service fee receipts.

4. Use of License

4.1. License Authorization

Under the conditions of this Agreement, the Company grants you a non-exclusive, non-transferable license throughout the term of this Agreement. This license allows you to utilize the SHLNY Services, including the Driver App, for the sole purpose of providing recovery Services to Users and tracking associated Fares and Fees.

4.2. Ownership and Limitations

The ownership of the SHLNY Services, Driver App, and Company Data, along with all intellectual property rights, remains with the Company. This Agreement and your utilization of the SHLNY Services, Driver App, or Company Data do not confer any rights to you related to these entities, except for the specified license. The use of the Company's names, logos, trademarks, and other ownership indicia, collectively referred to as the "SHLNY Marks and Names," for commercial purposes is strictly prohibited unless explicitly allowed by the Company. Attempting to register or claim ownership of the SHLNY Marks and Names for any goods and services is expressly forbidden.

5. Confidentiality

5.1. Definition of Confidential Information

In the execution of this Agreement, the Parties may come into contact with confidential information belonging to the other party ("Confidential Information"). This includes Company Data, Driver IDs, User Information, and any other non-public information identified as proprietary or confidential.

5.2. Responsibilities and Authorized Use

(a) All Confidential Information remains the exclusive property of the disclosing party. (b) Confidential Information is to be used solely for advancing the objectives of this Agreement. (c) The disclosure of Confidential Information to third parties is prohibited, except to Permitted Persons (employees, officers, contractors, agents, and service providers) essential for fulfilling this Agreement. Permitted Persons must be bound by written confidentiality obligations at least as protective as those outlined in this Agreement. (d) Upon the termination of this Agreement or at the request of the other party, all Confidential Information is to be returned or appropriately destroyed.

5.3. Exclusions from Confidential Information

Confidential Information does not encompass information that: (a) enters the public domain without any action or omission by the receiving party; (b) was in the possession of the receiving party without any obligation of confidentiality before the commencement of this Agreement; (c) is disclosed by a third party without confidentiality obligations; or (d) is mandated to be disclosed by law, court order, subpoena, or governmental authority, provided that the disclosing party is notified, and an opportunity is given to contest or limit such disclosure.

6. Privacy

The Company reserves the option, but is not obligated, to furnish information (including personal details and any Company Data) about you or the recovery Services rendered herein to you, a User, an insurance company, relevant authorities, and/or regulatory agencies under the following circumstances: (a) in the event of a complaint, dispute, or conflict, including an accident; (b) to enforce the terms of this Agreement; (c) if deemed necessary by the Company, at its sole discretion, to comply with applicable law or regulatory requirements; (d) if required, at the Company's sole discretion, to (1) safeguard the safety, rights, property, or security of the Company, the SHLNY Services, or any third party; (2) ensure public safety, including facilitating insurance claims related to the SHLNY Services; (3) detect, prevent, or address fraud, security, or technical issues; (4) prevent or halt any activity that the Company, in its sole discretion, deems or perceives as illegal, unethical, or legally actionable; or (e) if required or deemed necessary, at the Company's sole discretion, for insurance or other purposes related to your qualification or continued qualification to use the SHLNY Services. Please be aware that the Company may retain your personal data for legal, regulatory, safety, and other necessary purposes even after the termination of this Agreement.

7. Insurance

7.1. Insurance Coverage Requirements

Throughout the term of this Agreement, you are obligated to maintain liability insurance on the Vehicle used under this Agreement. This insurance should offer protection against bodily injury to Users and damage to their property, meeting the minimum requirements for using the recovery Services and engaging with a User. You are required to provide the Company with a copy of the insurance policy and proof of premium payment. Additionally, you must notify the Company in writing of any cancellation of the insurance policy mandated by the Company. The Company holds no authority over your choice or upkeep of your policy. If you have queries about the extent or applicability of your insurance coverage, it is your responsibility, not the Company's, to address them with your insurer(s).

7.2. Liability Insurance Requirements

Throughout the duration of this Agreement, you commit to maintaining liability insurance on the Vehicle you operate under this Agreement. This insurance should offer protection against bodily injury to Users and damage to their property, meeting the minimum requirements necessary for using the recovery Services and engaging with a specific User. You also agree to furnish the Company with a copy of the required insurance policy and evidence of premium payment. Additionally, you are required to inform the Company in writing of any cancellation of the insurance policy mandated by the Company. The Company holds no authority over your selection or maintenance of your policy. If you have inquiries regarding the extent or applicability of your insurance coverage, it is your responsibility, not the Company's, to address them with your insurer(s).

7.3 Industrial Injuries Insurance

You undertake to maintain insurance for yourself against industrial injuries for the duration of this Agreement. Opting not to secure insurance against industrial injuries is a decision made at your own risk.

8 Representations and Warranties

8.1. Affirmations and Assurances

(a) You affirm and assure that you possess complete authority and capability to enter into this Agreement and fulfill your obligations herein. (b) You assert that you have not and will not engage in any agreement during the term of this Agreement that would hinder your compliance with its terms.

8.2 Acceptance of SHLNY Services and Driver App Conditions

The Parties acknowledge and accept the SHLNY Services and Driver App on an "as is" and "as available" basis. The Company does not declare, ensure, or warrant that your access to or use of the recovery Services or Driver App: (a) will be uninterrupted or error-free; or (b) will result in any requests for recovery Services. The Company operates as an on-demand lead generation and related service exclusively and provides no assurances regarding the actions or inactions of Users who may request or receive recovery Services from you. The Company does not screen or assess Users. It is recommended that you exercise reasonable precautions in interactions with third parties encountered in connection with the use of the SHLNY Services or Driver App. Despite the Company's appointment as the limited payment collection agent for you, explicitly accepting payment from Users on your behalf, the Company disclaims all liability for any actions or omissions of you, any User, or other third parties.

9. Limitations on Liability

The Company shall not be held liable under or in connection with this Agreement for any of the following, whether based on contract, tort, or any other legal theory, even if a Party has been advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) property damage, or loss of business, revenue, profits, or other economic advantage for you or any third party. Except for the Company's obligation to pay amounts due to you, but subject to any limitations or provisions in this Agreement applicable thereto, the Company's liability under this Agreement shall not exceed the amount of service fees actually paid to or due to the Company in the six (6) month period immediately preceding the event giving rise to such claim.

10. Term and Termination

10.1. Commencement and Duration

This Agreement becomes effective on the date you accept it and will remain in force until terminated as outlined herein.

10.2. Termination Provisions

Either Party may terminate this Agreement: (a) without cause at any time upon seven (7) days' prior written or email notice to the other Party; (b) immediately, without notice, for the other Party's material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other Party or upon the other Party filing or submitting a request for the suspension of payment (or similar action or event) against the terminating party. Additionally, the Company may terminate this Agreement or deactivate your Driver ID immediately, without notice, if you no longer qualify, under applicable law or the standards and policies of the Company, to provide recovery Services.

10.3. Termination by SHLNY

The first party, SHLNY, reserves the right to terminate this contract at any time without reason. In the event of termination, the first party is not obliged to compensate the second party. The second party acknowledges the waiver of all their rights in this regard.

10.4. Obligations upon Termination

Upon termination of the Agreement, you must promptly delete and fully remove the Driver App. Any outstanding payment obligations and all your other obligations under this Agreement will survive its termination.

10.5. Renewal Option Upon mutual agreement

the Parties may extend the term of this Agreement for a specified duration, subject to the terms and conditions set forth in an extension agreement.

11. Notices

11.1. Communication Channels

The Company will send you messages by email using the email address linked to your account. If you need to send a message to the Company, you can do so by reaching out through the "Contact Us" section on the website www.shlny.com.

12. Jurisdiction

12.1. Governing Law and Exclusive Jurisdiction

This agreement follows and is interpreted in line with the laws of the UAE. Both parties agree to be subject to the exclusive authority of the UAE Courts.

12.2. Dispute Resolution

To facilitate amicable dispute resolution, both Parties commit to engaging in good-faith negotiations for at least thirty (30) days before initiating any formal legal proceedings. Mediation may be pursued if a resolution is not reached during this negotiation period.

13. Miscellaneous

13.1. Force Majeure

Either Party shall be excused from the performance of its obligations under this Agreement in the event of circumstances beyond its reasonable control, such as acts of nature, war, terrorism, or government regulations.

14. Discretion

14.1. Non-Disclosure Agreement

Both Parties agree to sign a separate non-disclosure agreement to protect sensitive information not covered explicitly in this Agreement, ensuring an extra layer of confidentiality.