Version Date: September 10, 2026
This Independent Contractor Indemnification and Liability Agreement (this "Agreement") is entered into by and between ByRyde ("ByRyde") and the individual or business accepting or signing this Agreement to provide driving, delivery, transportation, or related services through or in connection with the ByRyde platform ("Driver"). ByRyde and Driver may each be referred to as a "Party" and together as the "Parties."
This Agreement supplements any platform access, independent contractor, driver services, or similar agreement between the Parties (the "Platform Agreement"). Its purpose is to allocate responsibility for certain third-party claims and losses. If no Platform Agreement has been executed, this Agreement will apply only to the subject matter stated herein.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
"Authorized Use" means Driver's use of the Platform and ByRyde Materials in accordance with the Platform Agreement and ByRyde's written instructions. "ByRyde Materials" means branding, content, documents, and other materials supplied or approved by ByRyde for Driver's use. "Claim" means a third-party demand, action, suit, investigation, or proceeding. "Losses" means judgments, settlements, damages, fines, penalties, taxes, assessments, costs, and reasonable attorneys' fees and expenses, but only to the extent recoverable under applicable law. "Platform" means the ByRyde mobile application, website, software, and related systems. "Services" means driving, delivery, transportation, and related services performed by Driver through or in connection with the Platform.
To the maximum extent permitted by applicable law, Driver shall indemnify, defend, and hold harmless ByRyde and its affiliates, and each of their respective owners, officers, directors, employees, and agents, from and against Losses arising from a Claim to the extent caused by or relating to: (a) Driver's material breach or alleged material breach of this Agreement or the Platform Agreement; (b) Driver's negligent, reckless, fraudulent, unlawful, or willful act or omission; (c) Driver's performance of the Services, including bodily injury, death, or property damage caused by Driver; (d) Driver's violation of applicable law, regulation, permit, licensing, vehicle, safety, or insurance requirements; (e) Driver's vehicle, equipment, personnel, subcontractors, or business operations; or (f) Driver's tax, wage, employment, benefit, or worker-classification obligations concerning Driver or any person engaged by Driver. Driver has no obligation to indemnify any ByRyde Indemnified Party for Losses to the extent caused by that party's own negligence, gross negligence, willful misconduct, violation of law, or other conduct for which indemnification is prohibited by applicable law.
To the maximum extent permitted by applicable law, ByRyde shall indemnify, defend, and hold harmless Driver from and against Losses arising from a Claim to the extent based on: (a) an allegation that Driver's Authorized Use of the Platform or ByRyde Materials infringes or misappropriates a third party's intellectual property right; or (b) ByRyde's gross negligence or willful misconduct. ByRyde will have no obligation under subsection (a) to the extent a Claim results from Driver's modification, misuse, unauthorized combination, continued use after notice to stop, or failure to follow a replacement or update supplied by ByRyde.
A Party seeking indemnification (the "Indemnified Party") shall provide reasonably prompt written notice of the Claim to the other Party (the "Indemnifying Party"); provided that delayed notice will relieve the Indemnifying Party of its obligations only to the extent materially prejudiced by the delay. The Indemnifying Party may control the defense with counsel reasonably acceptable to the Indemnified Party. The Indemnified Party shall provide reasonable cooperation at the Indemnifying Party's expense and may participate through separate counsel at its own expense. No settlement may admit fault by, impose nonmonetary obligations on, or fail to provide a complete release to the Indemnified Party without that Party's prior written consent, which will not be unreasonably withheld, conditioned, or delayed.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER THIS AGREEMENT FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, USE, OR DATA, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED THAT SUCH DAMAGES MAY OCCUR. THIS SECTION DOES NOT LIMIT: (A) A PARTY'S INDEMNIFICATION OBLIGATIONS FOR THIRD-PARTY CLAIMS; (B) LIABILITY FOR BODILY INJURY, DEATH, OR TANGIBLE PROPERTY DAMAGE TO THE EXTENT CAUSED BY A PARTY; (C) BREACH OF CONFIDENTIALITY OR MISUSE OF INTELLECTUAL PROPERTY; (D) FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT; OR (E) LIABILITY THAT CANNOT LAWFULLY BE LIMITED OR EXCLUDED.
Driver shall maintain all licenses, registrations, permits, and automobile or other insurance required by applicable law and the Platform Agreement. ByRyde shall maintain any insurance required of it by applicable law. This Agreement is not an insurance policy, does not create or expand insurance coverage, and does not alter the terms, exclusions, limits, or priority of any insurance policy. Each Party remains responsible for complying with all laws applicable to that Party.
The Parties intend that Driver perform the Services as an independent contractor and not as an employee, agent, partner, joint venturer, or franchisee of ByRyde, except to the extent applicable law requires otherwise. Nothing in this Agreement authorizes Driver to bind ByRyde or make representations on ByRyde's behalf. The Parties acknowledge that legal status is determined by applicable law and the actual relationship between them, not solely by the title or wording of this Agreement.
This Agreement becomes effective when Driver signs it, accepts it electronically, or first uses the Platform after it is presented to Driver. It remains effective until the Platform Agreement ends or either Party gives written notice of termination. Termination will not affect rights or obligations arising from events that occurred before termination. Sections 1 through 5 and Sections 8 through 12 will survive termination to the extent necessary to give them effect.
This Agreement is governed by the laws of the State of Idaho, without regard to conflict-of-laws rules. Any arbitration or dispute-resolution provision in the Platform Agreement will control and is incorporated solely for resolving disputes under this Agreement. If no such provision applies, the state and federal courts located in Ada County, Idaho, will have exclusive jurisdiction, and each Party consents to personal jurisdiction and venue in those courts. Nothing in this Section prevents either Party from seeking temporary or injunctive relief in a court of competent jurisdiction.
If any provision of this Agreement is held invalid, illegal, or unenforceable, it will be enforced to the maximum extent permitted by law and, if necessary, modified only to the minimum extent required to make it enforceable. The remaining provisions will continue in effect. No provision will be interpreted to require indemnification for a person's own negligence, intentional act, or omission where such indemnification is void or prohibited by applicable law.
Driver may not assign this Agreement without ByRyde's prior written consent. ByRyde may assign this Agreement in connection with a merger, reorganization, sale of substantially all relevant assets, or transfer to an affiliate or successor. Any other amendment must be in a written or electronic record accepted by both Parties. No waiver is effective unless in writing, and a waiver on one occasion is not a waiver on any other occasion.
This Agreement and the applicable Platform Agreement constitute the Parties' complete agreement concerning indemnification and liability allocation for the Services and supersede prior or contemporaneous understandings on that subject. In a direct conflict, this Agreement controls solely as to indemnification and liability allocation, except that an applicable arbitration provision in the Platform Agreement controls dispute resolution. Electronic signatures, click-through acceptance, and electronic records will have the same effect as originals to the extent permitted by law. This Agreement may be signed in counterparts, each of which is deemed an original and all of which together form one instrument.
BY SIGNING BELOW OR SELECTING AN ELECTRONIC ACCEPTANCE BUTTON, DRIVER ACKNOWLEDGES THAT DRIVER HAS READ AND UNDERSTOOD THIS AGREEMENT, HAS HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE, AND AGREES TO BE BOUND BY ITS TERMS.
Legal Name: ____________________________________
Business Name, if any: ___________________________
Signature: _____________________________________
Date: _________________________________________
Email: ________________________________________
By: Byryde Corp
Title: President
Date: 9.14.2026
Effective Date: 11.1.2026
