1. About Halen and these Terms

These Terms & Conditions are an agreement between you and Halen Technologies Inc., a Delaware corporation ("Halen," "we," "us," or "our"). They govern use of Halen's websites, customer and driver applications, and services. They apply to customers, passengers, package senders, and independent drivers and couriers, as applicable to their activities.

Halen's initial service offering is rideshare and package delivery. Services become available market by market, subject to required approvals, insurance, and operating readiness. References to nationwide expansion describe our plans, not current availability in every location. Food, grocery, retail, flight booking, and vacation rental services are future offerings and are not included in the initial launch. Additional terms and privacy disclosures will be provided before those services are offered.

Halen connects customers with approved service providers and facilitates requests, communications, and payments. Independent drivers provide transportation and delivery services. These Terms do not replace Halen's responsibilities under applicable transportation, consumer protection, or other laws.

The Privacy Policy explains how personal information is handled. The Driver and Courier Terms in Section 8 and Package Delivery Policy in Section 7 are included in this document and apply to those services. A separately signed agreement, if any, governs a conflict concerning its specific subject. These independent-driver terms do not govern the employment relationship of a Halen employee.

2. Agreement and account eligibility

When Halen presents these Terms for acceptance during registration or an update, selecting the dedicated "I agree" or "I accept" button confirms your agreement. You must be able to review the linked Terms before accepting. If you do not agree, do not complete registration or use services requiring acceptance. Acceptance of these Terms does not itself authorize optional marketing, background screening, or biometric processing that requires separate consent.

You must be at least 18 years old and legally able to enter into this agreement to create a customer account. Drivers must be at least 25 years old. Provide accurate information, protect your login credentials, and promptly report unauthorized access to support@halentech.com. Do not share your driver account, impersonate anyone, or create accounts to evade restrictions. If acting for a business, you must have authority to bind it.

3. Safety and conduct

Treat other users respectfully. Violence, threats, harassment, discrimination, sexual misconduct, fraud, illegal activity, and deliberate damage are prohibited. Do not interfere with the applications, falsify trip records, manipulate fares, or use another person's identity. Drivers must obey traffic laws, remain fit to drive, and never operate while impaired.

Report accidents, unsafe conduct, lost property, or delivery problems promptly to Halen support. For an emergency, call 911 first. Halen is not an emergency response service. Users must cooperate reasonably with safety investigations and insurance claims, while retaining their legal rights.

4. Customer pricing and payments

Halen uses upfront pricing without surge charges. The price presented before confirmation identifies the fare or delivery charge and applicable fees. A $3.95 booking fee applies to each completed rideshare trip. Applicable tolls, taxes, authorized changes, and disclosed waiting or other charges may affect the final total. Package delivery charges and fees are presented before the delivery is confirmed.

You authorize Halen and its payment providers to charge your selected payment method for authorized services and disclosed charges. A temporary authorization may be placed before service. Tips are optional. Drivers retain their fares and tips minus third-party fees; driver subscription and insurance costs are separate. Halen does not retain a per-trip commission from the driver's fare.

Keep payment details current. Contact support promptly about an incorrect charge. Nothing in these Terms prevents you from exercising payment-dispute or refund rights provided by law. Approved refunds are returned through the original payment method where practicable; processing time depends on the payment provider.

5. Cancellations, waiting, and credits

A rideshare cancellation is free within two minutes after the driver accepts. Any later cancellation or no-show fee must be disclosed in the booking flow before confirmation and applied in accordance with applicable law. Delivery cancellation and return charges, if applicable, are disclosed before booking; contact support if pickup or delivery is already underway.

Waiting time starts when the driver arrives at the pickup or an agreed stop. The first two minutes at pickup, each agreed stop, and the final drop-off are free. Any charge after that allowance must use the rate and billing method disclosed for the selected service. Contact support to dispute an inaccurate arrival or waiting-time charge.

Promotional credits are subject to the eligibility, value, expiration, and use conditions disclosed with the offer. They have no cash value unless required by law. Misuse or fraud may result in withdrawal of a promotion.

6. Rideshare requirements

Check the driver and vehicle details before entering. Be ready at the pickup location, use seat belts, and provide legally required child restraints. Minors must travel with a responsible adult. Do not exceed the vehicle's approved passenger capacity. Do not ask a driver to break the law or stop where unsafe.

Service animals are accommodated as required by applicable law. Certification or registration is not required as a condition of access for a qualifying service animal. Other pets require the driver's agreement. Users are responsible for damage they cause; any cleaning or damage charge must be supported by reasonable evidence and communicated with an opportunity to dispute it.

Pickup availability depends on the market and the driver's authorization. A permitted drop-off outside a service area does not authorize pickups there. Availability, arrival times, and trip duration are estimates rather than guarantees.

7. Package Delivery Policy

7.1 Scope and responsibilities

Package delivery is for lawful, securely packaged everyday goods and documents sent between individuals or businesses to a named recipient at a residential or business address within the available service area. Senders must have authority to send the contents, provide an accurate description and requested value information, and supply correct pickup, recipient, and delivery details. Do not misrepresent package contents or value.

7.2 Prohibited items

Do not send illegal or stolen goods; weapons, ammunition, explosives, or fireworks; hazardous, toxic, flammable, or infectious materials; controlled substances; alcohol, tobacco, or vaping products; prescription medicines; cash or negotiable financial instruments; live animals; human remains or biological specimens; or items requiring a regulated or specialist handling service. Food and grocery delivery are outside the initial package service. Do not send irreplaceable items or goods requiring refrigeration, temperature control, or medical supervision.

7.3 Packaging and acceptance

The sender must seal and package goods to prevent leakage, breakage, or injury during ordinary vehicle transport. A package must fit safely in the assigned vehicle without blocking visibility, interfering with driving, or exceeding safe capacity. Any service-specific size, weight, or declared-value limits must be displayed before confirmation. Drivers may refuse an unsafe, prohibited, misdescribed, or unsuitable package and should contact support. Halen may request information needed to assess eligibility; acceptance does not guarantee the contents or packaging are suitable.

7.4 Pickup, handover, and unsuccessful delivery

Drivers must follow the authorized pickup and delivery instructions and record the handover using the confirmation method provided for the service. An unattended delivery is permitted only where authorized and safe. Photos or other proof of delivery must avoid unnecessary images of people or private interiors.

If a recipient is unavailable or delivery cannot be completed safely, the driver must contact the sender and Halen support for instructions. Do not abandon the package, keep it, or deliver to an unauthorized person. A return or alternative delivery may involve an additional charge only as disclosed or separately agreed. Do not transport a package you reasonably believe is dangerous; contact emergency services when appropriate.

7.5 Loss, damage, and value

Report missing or damaged packages promptly with the booking details, description, proof of value, and available photographs. Keep packaging and damaged goods where safe for review. A declared value is not a purchase of cargo insurance or a promise of reimbursement. Any available coverage is subject to the actual policy, exclusions, limits, and claims process. Liability is determined under these Terms and applicable law; nonwaivable rights are preserved.

8. Driver and Courier Terms

8.1 Eligibility and account approval

You must be at least 25 years old to register to drive on the Halen platform. You must meet applicable license, driving-history, background-check, vehicle, and insurance requirements. Provide accurate information, complete required screening with separate authorization, and keep documents current. Halen must approve your account and vehicle before you provide services.

Use only your own approved account and vehicle. Do not allow another person to complete services through your account. Notify Halen promptly of a suspended license, expired insurance, unsafe vehicle, or any other change affecting your eligibility. Halen may verify continued eligibility and restrict access while a safety or eligibility issue is reviewed.

8.2 Independent operation

Independent drivers choose when to make themselves available and may work with other platforms. You are responsible for your vehicle, operating expenses, applicable taxes, and compliance with law. No minimum trip volume or earnings is guaranteed. Your legal status and rights are determined by applicable law as well as the actual relationship, not solely by the description in these Terms.

8.3 Weekly subscription and earnings

The platform subscription is $199 per week, plus commercial insurance and third-party fees. There is no monthly subscription option. You keep 100% of fares and tips, minus third-party fees. The customer booking fee belongs to Halen and is separate from the driver's fare. Payment-processing fees are charged to the driver and may be calculated on the entire customer transaction, including the booking fee and any tip.

Halen offers a 45-day driver trial when service launches in the driver's city, subject to the trial conditions presented at enrollment. The trial waives the platform subscription only; insurance and third-party fees remain payable where applicable. Before enrolling, you will be shown the billing start date, weekly renewal schedule, payment authorization, and applicable insurance charges.

The subscription renews weekly under the authorization you provide at enrollment until paused or canceled. You may pause or cancel through available account controls or by contacting support before the next renewal. Once you complete even one ride or delivery during a paid subscription week, that week's subscription is nonrefundable except where law requires otherwise. Pausing or canceling stops future renewals; it does not erase amounts already owed. Any other refund request will be reviewed under the applicable enrollment terms and law.

Payouts are subject to payment-provider processing, verification, and lawful adjustments. Keep payout information current. Halen will identify applicable fees and adjustments in your payment records. No particular payout speed is guaranteed by these Terms.

8.4 Trip and delivery responsibilities

Provide services safely and professionally. Record availability, acceptance, arrival, pickup, and completion accurately using the application. Do not falsify locations, timestamps, mileage, or service completion. Complete an accepted service or follow the cancellation process; do not log out to abandon an active trip. Protect passenger and recipient information and use it only to complete the service, handle an authorized issue, or comply with law.

9. Insurance and market authorization

Halen is arranging commercial insurance for its launch. Transportation and delivery services will not begin in a market until the insurance and authorizations required for those services are in place. These Terms do not state that a policy is currently bound and are not an insurance policy, certificate, or guarantee of coverage.

Before activation, drivers must maintain required personal auto coverage and any other coverage required for their approved operations. Personal policies may exclude rideshare or delivery activity; drivers must disclose intended use to their insurer and verify their coverage. Applicable commercial insurance charges will be disclosed separately before enrollment or activation.

Coverage, if applicable, is determined by the actual policy and its definitions of availability, accepted requests, pickup, and completion, together with exclusions, deductibles, limits, and applicable law. Rideshare coverage must not be assumed to include cargo loss or every delivery activity. Drivers must promptly report accidents and cooperate with required claim reporting. Halen will provide applicable insurance information before service activation.

10. Information and communications

Halen uses account, location, trip, delivery, and payment information as described in the Privacy Policy. Drivers must allow the location access necessary to perform and record services while available or on an active service. Optional marketing choices and any separately required screening or biometric consents are handled separately from acceptance of these Terms.

11. Intellectual Property

11.1 Halen's Intellectual Property

All content, software, technology, trademarks, logos, trade names, service marks, graphics, user interfaces, and other materials made available through the Services ("Halen Content") are owned by or licensed to Halen Technologies Inc. and are protected by applicable intellectual property laws. You may not reproduce, modify, distribute, or commercially exploit any Halen Content without express written permission.

11.2 License to Use the Services

Subject to your compliance with these Terms, Halen grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your authorized use as a customer, driver, or courier. This license does not include the right to:

• Sublicense, sell, or resell access to the Services
• Modify, adapt, or create derivative works of the Services or any Halen Content
• Use the Services for unauthorized commercial purposes
• Systematically download or extract data from the Services (data scraping)

11.3 User-Generated Content

By submitting ratings, reviews, photos, or other content ("User Content") to the Halen platform, you grant Halen a worldwide, royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, and distribute your User Content in connection with operating and promoting the Services.

12. Disclaimers and Limitation of Liability

12.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HALEN DISCLAIMS ALL WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

12.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HALEN SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES. HALEN'S TOTAL AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNT YOU PAID TO HALEN IN THE THREE MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100).

13. Indemnification

You agree to defend, indemnify, and hold harmless Halen Technologies Inc., its subsidiaries and affiliates, and their respective officers, directors, employees, agents, licensors, successors, and assigns from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) to the extent caused by your unlawful conduct, negligence, or breach of these Terms in connection with:

• Your unlawful use of the Services
• Your violation of these Terms or any applicable law or regulation
• Your violation of any rights of a third party, including other users or service providers
• Any User Content you submit to the platform
• Your interactions with any driver, courier, or other user or service provider
• Any negligent or wrongful conduct by you in connection with the Services

14. Dispute Resolution and Arbitration

⚖️ BINDING ARBITRATION AND CLASS ACTION WAIVER This section contains a binding arbitration clause and a class action waiver that affect your legal rights. Please read carefully before using the Services.

14.1 Informal Resolution

Before initiating any formal dispute, you agree to first contact Halen at legal@halentech.com with a written description of your dispute and desired resolution. Halen will have 30 days to attempt to resolve the matter informally.

14.2 Binding Arbitration

Except as set forth in Section 14.4, any dispute, claim, or controversy arising out of or relating to these Terms or the Services shall be resolved through final and binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules.

14.3 Class Action Waiver

YOU AND HALEN EACH AGREE THAT ANY PROCEEDING, WHETHER IN ARBITRATION OR IN COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

14.4 Exceptions to Arbitration

Either party may bring an individual action in small claims court for disputes within its jurisdiction. Either party may also seek emergency injunctive or equitable relief in a court of competent jurisdiction to prevent imminent harm pending arbitration.

14.5 Opt-Out of Arbitration

You may opt out of the arbitration agreement by sending written notice to legal@halentech.com within 30 days of first creating your Halen account. Your opt-out notice must include your name, account email address, and a clear statement that you wish to opt out of arbitration.

15. Termination and Suspension

15.1 Termination by You

You may close your Halen account at any time through the account settings in the Halen app or by contacting customer support. Outstanding balances, active bookings, or in-progress trips must be resolved before or upon account closure.

15.2 Suspension or Termination by Halen

Halen may, in its sole discretion, suspend or terminate your account at any time, with or without notice, for reasons including:

• Violation of these Terms or Halen's policies
• Fraudulent, abusive, or unlawful activity
• Repeated low ratings indicating behavior harmful to other users or service providers
• Failure to pay outstanding balances
• Conduct that threatens the safety or wellbeing of any user, service provider, or third party
• Legal, regulatory, or governmental requirements

15.3 Effect of Termination

Upon termination, your license to use the Services immediately ceases. Sections 11, 12, 13, 14, and 16 of these Terms shall survive termination and remain in full force and effect.

16. Governing Law

These Terms are governed by and shall be construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. To the extent any dispute is not subject to arbitration, you consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware.

Nothing in these Terms excludes liability or waives rights that cannot lawfully be excluded or waived. The arbitration and class-action provisions apply only to the extent enforceable under applicable law. Applicable mandatory local protections prevail over a conflicting provision, including venue requirements.

17. Changes to these Terms

We will update the revision date when these Terms change. Material changes will be communicated at least 30 days before taking effect, except where an earlier change is required by law or needed to address an urgent safety or security issue. Changes requiring affirmative agreement will be presented for acceptance before continued use of the affected services. Changes do not retroactively remove accrued rights.

18. Contact Halen

Legal questions: legal@halentech.com.
Customer and driver support: support@halentech.com.

Halen Technologies Inc.
Attn: Legal Team
1007 N. Market Street, STE G20
Wilmington, DE 19801