TERMS OF PARTICIPATION IN THE REFERRAL PROGRAM

This terms of participation in the Referral Program (as defined below) constitute a legally binding agreement (the “Agreement”) between you and us.  This Agreement shall be a supplement to the Terms of Service located at https://www.careem.com (“Terms of Service”) to which you hereby agree to be subject.  Any term not otherwise defined herein shall have the same meaning ascribed to it in the Terms of Service.

This Agreement governs your participation in the referral program of Careem (“Referral Program”) pursuant to which you have been selected by Careem to be able to refer your family and friends and/or Captains to Careem in exchange for cash consideration or service credits that can be used on the Careem Platform (in either case, the “Careem Credits”), subject to and in accordance with the terms and conditions of the Referral Program as determined by Careem from time to time.  In order to be able to participate in the Referral Program, you must sign the Referral Program Enrollment Form (“Enrollment Form”) in a form acceptable to Careem and Careem shall give you an alpha numeric code (your “Referral Code”) to give to your family and friends and/or Captains for Referrals.

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE SIGNING YOUR ENROLLMENT FORM.  IF YOU DO NOT AGREE TO THESE TERMS, YOU CANNOT SIGN AN ENROLLMENT FORM AND/OR PARTICIPATE IN THE REFERRAL PROGRAM.

Careem may immediately terminate this Agreement with respect to you, or generally cease your participation in the Referral Program, at any time for any reason without notice.  Careem may amend this Agreement from time to time. Amendments will be effective upon Careem’s posting of an updated Agreement at this location. Your continued use of your Referral Code after such posting constitutes your consent to be bound by this Agreement, as amended.

Our collection and use of personal information in connection with the Referral Program and the Careem Platform is as provided in Careem’s Privacy Policy located at https://www.careem.com.

1. Participation in the Referral Program: You agree to make Referrals and, in consideration thereof, Careem shall provide you with the Careem Credits as set forth in your Enrollment Form.  For the purposes of this Agreement, the following definitions shall apply: “Referral” means an introduction or referral of an individual or an entity by you to Careem that results in such individual or entity registering on the Careem Platform as a first-time customer of Careem or Captain, as relevant, entering your Referral Code in the Careem Platform and taking the minimum number of trips using the Services during the same calendar month of such registration (“Referred” or “Refer” means the act by  you of having made or making such Referral); and “Referred Customer” means any individual or entity Referred to Careem by you.

2. Term: Your participation in the Referral Program shall commence on the commencement date set forth in your Enrollment Form and continue until the end of the relevant calendar month and thereafter shall renew in successive periods of one month each until terminated by Careem in its sole discretion at any time or otherwise terminated in accordance with the provisions of this Agreement.

3. Terms and Conditions; Restrictions

Eligibility of Participation in the Referral Program

In order to participate in the Referral Program, you must register for and maintain an active personal User account.

In order to qualify for any Careem Credits in any calendar month, you must meet the minimum number of Referrals set forth in your Enrollment Form in the relevant calendar month.  If you do not meet the minimum number of Referrals in the relevant calendar month, you will not be entitled to any Careem Credits.  Unless otherwise agreed by Careem, no Referrals will be carried over to the next calendar month.

You agree that a referral or introduction by you shall not constitute a valid Referral for the purposes of this Agreement if it does not result in the individual or the entity registering as a Careem Customer or Captain, as relevant, taking and paying for the minimum number of trips required by Careem and otherwise complying with the terms and conditions of the Referral Program from time to time.  A referral or introduction by you shall not be valid or effective if the relevant individual already has an account on the Careem Platform or is already a Captain and if the relevant individual or entity does not enter your Referral Code at the time of registration.

You agree that each referral or introduction by you to Careem shall be subject to the terms and conditions of this Agreement and the terms and conditions of the Referral Program as determined by Careem from time to time.  You agree that Careem may amend the terms and conditions of the Referral Program from time to time in its sole discretion.  Careem reserves the right to deactivate or invalidate your Referral Code at any time in Careem’s sole discretion.

Referral Code and Careem Credit Usage

Unless otherwise permitted by Careem in writing, you may only possess, use and distribute one Referral Code for Referrals. Your Referral Code is not available for use by persons under the age of 18 and may only be used by individuals who can form legally binding contracts under applicable law and, with respect to Captains, are approved by us to provide the services in accordance with our terms and conditions from time to time.

Your Referral Code may only be distributed by you for promotional purposes and must be given away by you free of charge.  You agree to comply with all applicable laws when using and distributing your Referral Code, and you may only use and distribute your Referral Code in connection with legitimate Referrals and in a lawful manner.  You agree to only provide your Referral Code to individuals who are human beings that are registering on the Careem Platform on behalf of himself or herself or on behalf of a registered corporate entity, if relevant.

You are responsible for all activity that occurs with your Referral Code and you are solely responsible for use and distribution of your Referral Code in accordance with this Agreement.  You will not, in your use and distribution of your Referral Code, cause nuisance, annoyance, inconvenience, or property damage.

Your Referral Code may only be used and distributed pursuant to the specific terms that Careem establishes for the Referral Program from time to time.  You agree that your Referral Code may be disabled by Careem at any time for any reason without liability to Careem.

Your Careem Credits that are service credits can be used on the Careem Platform in accordance with the terms and conditions of this Agreement and the Referral Program from time to time.  Such Careem Credits are not transferable or redeemable for cash and cannot be combined with any other promotional code or discount. Careem may cancel, or vary the terms, relating to the Careem Credits at any time in its sole discretion.

Prohibited Activity.

With respect to your participation in the Referral Program, you will: (i) not impersonate any person or entity in connection with a Referral, (ii) not post information or interact on the Careem Platform or in connection with the Referral Program in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal, (iii) not commit any fraudulent or dishonest act in the performance of your obligations under this Agreement or in connection with the Referral Program in any way, (iv) not make any Referral if you have any business, professional, personal or other interest that would conflict in any manner or degree with any Referral and/or the performance of your obligations under this Agreement, (v) not duplicate, sell, trade, barter or transfer in any manner, or make available to the general public (whether posted to a public form or otherwise), your Referral Code, unless expressly permitted by Careem, (vi) not to advertise your Referral Code offline or online, including but not limited to on Google, Facebook, Twitter, Bing and Craiglist or on any other digital platform or any website or web portal owned, controlled or operated by you or any other person, and/or (vii) cause any third party to engage in the restricted activities above.

During or after your participation in the Referral Program, you will not (a) make any adverse or derogatory comment about Careem or any Affiliates or do anything that shall, or may, bring any of Careem or any Affiliates or any of their respective directors or employees into disrepute; and/or (b) provide any statement (whether written or oral) to any representative of television, radio, film or other similar media and shall not write any article for the press or otherwise for publication on any matter connected with or relating to the business of or your relationship with Careem without first obtaining the written approval of Careem.

Anti-Bribery.

You will not take any action or omit to take any action that would cause it to be in violation of, (i) U.S. Foreign Corrupt Practices Act, U.K. Anti-Bribery Act, (ii) any other applicable laws against corruption or bribery, or (iii) any regulations promulgated under any such applicable laws.

To your knowledge, neither you nor any of your personnel or agents is an official or employee of any government (or any department, agency or instrumentality of any government), political party, state owned enterprise or a public international organization such as the United Nations, or a representative of any such person (each, an “Official”).  To your knowledge, neither you nor any of your personnel or agents has offered, promised, made or authorized to be made, or provided any contribution, thing of value or gift, or any other type of payment to, or for the private use of, directly or indirectly, any Official for the purpose of influencing or inducing any act or decision of the Official to secure an improper advantage in connection with, or in any way relating to, (A) any government authorization or approval involving Careem, or (B) the obtaining or retention of business by Careem or (C) any Referral.  You will not in the future offer, promise, make or otherwise allow to be made or provide any such payment and that it will take all lawful and necessary actions to ensure that no such payment is promised, made or provided in the future by any of its personnel or agents.

Confidential Information.

You shall not during your participation in the Referral Program or thereafter disclose to any third party or use, other than for the purposes of discharging its obligations or exercising its rights under the Agreement, any information concerning this Agreement or of a confidential nature acquired by you concerning the business or affairs of Careem.

Restriction on Transfer of Rights.

The Careem Platform and all rights therein are and shall remain Careem’s property or the property of Careem’s licensors. Neither this Agreement nor your use of the Careem Platform or your Referral Code convey or grant to you any rights: (i) in or related to the Careem Platform; or (ii) to use or reference in any manner Careem’s company names, logos, product and service names, trademarks or services marks or those of Careem’s licensors.

Compliance with Laws; No Conflict.

With respect to your participation in the Referral Program, you will not violate any law, statute, rule, permit, ordinance or regulation.  The execution and delivery of this Agreement and the performance of your obligations hereunder do not and will not violate, conflict with or result in a breach of any law, contract or obligation to which you are a party or by which you are bound.

4. Withholding or Repayment of Careem Credits

Careem reserves the right to withhold Careem Credits or other features or benefits obtained through the Referral Program by you in the event that Careem determines or believes that the use of your Referral Code was in error, fraudulent, illegal, or in violation of the applicable terms of this Agreement or the Referral Program.  In the event of any material breach of this Agreement by you or the use of your Referral Code by a third party in a fraudulent or illegal manner or in violation of the applicable terms of this Agreement or the Referral Program, (a) this Agreement shall immediately terminate and all Referrals made by you hereunder shall become null and void and no further amounts shall be due to you hereunder, and/or (b) in Careem’s discretion, upon Careem’s request in writing, you shall be required to reimburse Careem for any amounts paid by Careem to you or credited to you by Careem hereunder.

5. Disclaimers; Limitation of Liability; Indemnity

Disclaimer.

THE CAREEM PLATFORM AND DRIVING SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CAREEM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, CAREEM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE CAREEM PLATFORM, DRIVING SERVICES OR ANY OTHER SERVICES REQUESTED THROUGH THE USE OF THE CAREEM PLATFORM, OR THAT THE CAREEM PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. CAREEM AND ITS AFFILIATES DO NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY DRIVING SERVICES OR ABILITY OF CAPTAINS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE CAREEM PLATFORM AND DRIVING SERVICES, AND ANY SERVICE REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

Careem and its Affiliates expressly disclaim any liability arising from the unauthorized use of your Referral Code or Careem Credits or any use of your Referral Code or Careem Credits that is in contravention of the terms of this Agreement and/or the terms and conditions of the Referral Program from time to time. Should you suspect that any unauthorized party may be using your Referral Code or Careem Credits or you suspect any other breach of security, you agree to notify us immediately.

Limitation of Liability. 

CAREEM AND ITS AFFILIATES SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE CAREEM PLATFORM OR THE REFERRAL PROGRAM, EVEN IF CAREEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CAREEM AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR PARTICIPATION IN THE REFERRAL PROGRAM OR YOUR USE OF YOUR REFERRAL CODE; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY REFERRED CUSTOMER, EVEN IF CAREEM OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CAREEM’S AND/OR AN AFFILIATE’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE REFERRAL PROGRAM FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THE VALUE OF THE CAREEM CREDITS RECEIVED BY YOU.

YOU AGREE THAT CAREEM AND ITS AFFILIATES HAVE NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO THE REFERRAL PROGRAM OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 5 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

Indemnity.

You agree to indemnify and hold Careem, its Affiliates and their officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (i) your participation in the Referral Program and any use of your Referral Code and your Careem Credits; (ii) your breach or violation of this Agreement, and/or (iii) your violation of the rights of any third party.

6. Dispute Resolution

Arbitration.

You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Referral Program (collectively, “Disputes”) will be settled by binding arbitration between you and any relevant Affiliate in your jurisdiction, or between you and Careem Networks FZ-LLC if no other Affiliate is incorporated in your jurisdiction, except that each party retains the right  to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Careem are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and the relevant Affiliate otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of this Agreement.  This “Dispute Resolution” section applies to all Disputes (as defined below) between you and Careem and/or any of its Affiliates.

Arbitration Process and Rules.

Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Referral Program or this Agreement, including those relating to its validity, its construction or its enforceability (any “Dispute”) shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules’ Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of both mediation and arbitration shall be in the city in which the applicable Affiliate with which you have a Dispute has its registered office. The language of the mediation and/or arbitration shall be English, unless you do not speak English, in which case the mediation and/or arbitration shall be conducted in both English and your native language. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

7- Other Provisions

Choice of Law.

This Agreement is governed by and construed in accordance with the laws of the jurisdiction in which the relevant Affiliate is incorporated, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.

Notice.

Careem may give notice by means of a general notice on the Careem Platform, electronic mail to your email address in your Enrollment Form or Account, or by written communication sent to your address as set forth in your Enrollment Form or your Account. You may give notice to Careem by written communication to Careem’s email address at go@careem.com.

General.

You may not assign or transfer your rights under this Agreement in whole or in part without Careem’s prior written approval. You give your approval to Careem for it to assign or transfer its rights and obligations under this Agreement in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Careem’s equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you and Careem as a result of the contract between you and Careem or use of the Careem Platform or participation in the Referral Program.  If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the other provisions in this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of this Agreement. Your Enrollment Form constitutes an integral part of this Agreement.  This Agreement, together with the Enrollment Form, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter.