Driver Addendum

Last Updated: January 1, 2019

This Pick Driver Addendum is an addendum to the Agreement (www.ridepick.com/terms) between you and Pick and it sets forth additional terms and conditions that are applicable to your provision of Services through the Pick Platform. Capitalized terms herein have the meaning set forth in the Agreement. This addendum replaces and supersedes any "Commission Schedule" or prior Driver Addendum that you have previously agreed to.

1. Driver Fare. You are entitled to a Driver Fare for the Services you perform for Riders, as provided in the Agreement and this Driver Addendum. The "Driver Fare" for a completed ride consists of a base fare amount plus incremental amounts based on the actual time and distance of the ride, as measured by Pick. The applicable base fare and time and distance amounts are shown in a rate card (the "Rate Card") in your Pick Money Driver dashboard. The Rate Card amounts displayed in your driver dashboard are personal to you. The Rate Card amounts may vary by including but not limited to by factors such as the market where you provide Services or pick up a particular ride, the date you applied or became approved as a driver, the vehicle type you use, and the type of service you are providing (for example, standard Pick, Shared rides, Pick Luxory or Pick Black). The rates from the market in which you pick up the Rider will apply to that ride. Please note that some larger markets (like the San Francisco Bay Area) have different rates for different sub-regions within the larger market. In that case, the rates from the sub-region in which you pick up the Rider will apply to that ride. In certain situations the Driver Fare may be predetermined (such as a flat rate trip) or subject to certain minimum or maximum amounts as described to you in your Rate Card. In situations where a Rider cancels your ride in violation of Pick's cancellation policy, we may charge the Rider a cancellation fee on your behalf. In those cases, you will earn a Driver Fare in the amount of the cancellation payment set forth in your Rate Card. For a Pick shared ride service you may pick up several Riders along a common route. In such situations: (i) the rates from the region of the first pick up will apply to the full route, (ii) the fare calculation shall only include one base fare amount for the route (however, you may be able to earn additional incremental pickup fares along the same route if expressly stated in the Rate Card) (iii) any cancellation fee for Riders after the first Rider may be retained by Pick in their entirety. Your Rate Card may not be set or available to you until you are an approved driver, and you agree Pick makes no representation or warranties concerning the Rate Card amounts. Your Rate Card amounts are subject to change in Pick's discretion and any changes shall be published on the Rate Card. By continuing to use the Pick Platform, you are deemed to accept these changes.

2. Additional Payments to You. In addition to the Driver Fare, you will receive the following payments, if applicable: (i) any tips provided by a Rider to you, (ii) any tolls or surcharges we collect for remittance to you, (iii) any damage charges we collect on your behalf, and (iv) any bonuses or incentives you earn based on your provision of Services.

3. Payments, Adjustments and Settlement. Pick will collect payments owed to you by Riders and other third parties as your limited payment collection agent and you agree that the receipt of such payments by Pick satisfies the payer's obligation to you. Pick reserves the right to adjust or withhold all or a portion of a Driver Fare or other payment owed to you (except tips) (i) if we believe that you have attempted to defraud or abuse Riders, Pick or Pick's payment systems, or (ii) in order to resolve a Rider complaint (e.g., you took an inefficient route or failed to properly end a particular instance of Services in the Pick application when the ride was over). Pick's decision to adjust or withhold the Driver Fare or other payment in any way shall be exercised in a reasonable manner. If you have agreed to any other amounts being deducted from your Driver Fares with any party (such as vehicle rental or lease payments), those amounts will be deducted before remittance to you, and we may determine the order of these other deductions if allowed by law. We will use reasonable efforts to ensure that your Driver Fare and any other payments to you will be paid to you on at least a weekly basis. You acknowledge and agree that all payments owed to you shall not include any interest and will be net of any amounts that we are required to withhold by law.

4. Rider Charges. Pick will charge the Rider an amount calculated or determined by Pick on your behalf of Services you perform for Riders (the "Rider Charges"). Rider Charges may be determined after the ride is completed based on the time and distance of the ride and the rates for that ride (a "Variable Charge"). Alternatively, Rider Charges may be quoted in advance and fixed at the time of the ride request (a "Quoted Charge"). A Quoted Charge may differ from what the Variable Charge would have been for the same ride (as Variable Charges change depending a number of dynamic factors). In either case, your payment for services shall be the Driver Fare as described in Sections 1-3 above. Riders may elect to add an additional tip to you on top of the Rider Charges. The tip shall be paid entirely to you and shall be considered separate from the Rider Charges. Unless we indicate to you otherwise, the Rider Charges includes the Driver Fare, applicable tolls, fees retained by us (including the Service Fee and Platform Fee described below), and any Third Party Fees. "Third Party Fees" include any applicable airport fees, or any state or local fees, surcharges or taxes imposed on the provision of Services or Pick's provision of the Pick Platform that Pick is required by law or agreement to collect and remit to third parties.

5. Pick Fees. In exchange for your use of the Pick Platform and the services provided by Pick to you, you agree to pay Pick (and permit Pick to retain) a service fee ("Service Fee") and platform fee ("Platform Fee") based on each ride you provide. The Service Fee shall be a set amount for each ride as set forth in your Rate Card or ride pricing info at the time of the ride. The Platform Fee shall be a variable amount equaling the Rider Charges minus: (i) the Driver Fare, (ii) any tolls or surcharges we collect for remittance to you, (iii) the Service Fee, (iv) any Third Party Fees that Pick collects, and (v) any bonuses or incentives you earn based on your provision of Services. In the event of a ride where the combination of (i)-(iv) above is greater than the Rider Charges, no Platform Fee will be charged to you for that ride. In such cases, any excess amounts that you receive will be shown as an adjustment to your Platform Fee (or if necessary, as an adjustment to another payment owed to you). The Platform Fee may include any event fees in effect (as determined by Pick) based on the location of the pick-up or drop-off of the ride, and any split passenger payment fee (if applicable). For your convenience, Pick may collect the Service Fee, event fees, or any split payment fees as applicable from Riders on your behalf to offset your payment of such fees to Pick.

6. Payment Processing. Payment processing services are provided by Stripe and subject to the Stripe Connected Account Agreement (available at https://stripe.com/us/connect-account/legal), which includes the Stripe Services Agreement (available at https://stripe.com/us/legal) (collectively, the "Stripe Terms"). By using the Pick Platform to receive payment proceeds, you agree to be bound by the Stripe Terms, which may be modified from time to time. As a condition of Pick enabling payment processing services through Stripe, you authorize Pick to obtain all necessary access and perform all necessary activity on your Stripe Connected Account to facilitate your provision of Services as contemplated by the Agreement and your relationship with Pick. You further agree to provide accurate and complete information about you and your business, and authorize Pick to share it and transaction information with Stripe for the purposes of facilitating of the payment processing services provided by Stripe. Pick reserves the right to switch payment processing vendors or use alternate or backup vendors in its discretion.

7. Express Pay. If you elect to receive payments through Pick's Express Pay feature (which Pick may offer to you in its sole discretion), you acknowledge that you will be charged a fee for this Express Pay service as described by Pick prior to confirmation. You understand that (i) your financial institution may not support Express Pay, (ii) Pick and Stripe make no guarantee concerning how quickly Express Pay payments will settle with your account, and (iii) not all payments through the Pick Platform are eligible for Express Pay.

8. Promotions and Coupons. Pick may, at its discretion, offer promotional or other Coupons to Riders, however such discounts shall not impact the Driver Fare or any other payments owed to you. You agree that Pick may sell passes or subscriptions (each, a "Ride Pass") on your behalf to generate additional leads for your Services. Ride Passes entitle Riders to receive discounted or capped fares for qualifying rides (subject to certain limitations, terms and conditions). When a Rider uses a Ride Pass to receive a qualifying ride, Pick will use the Ride Pass payment in satisfaction of the ride total Charges subject to the terms and conditions of the Ride Pass. Your payment for Services arranged with a Ride Pass will be determined based on the Driver Fare for the ride as provided in this Driver Addendum. In the event that Ride Pass collections from a Rider exceed qualifying ride Charges (if any), you agree that as between you and Pick, and to the extent permitted by law, Pick may retain such excess amounts in consideration for Pick's sales and marketing of Ride Passes.

9. No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Pick and its Affiliates may seek to generate additional demand for your Services from new and existing Riders. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement and Driver Addendum.