NRD RideApp
General Terms and Conditions

NRD Ride is owned and operated by E88 Ventures, INC. (“E88”, “We,” “Us,” or “Our”). When You (“You”, “User” or “Your”) use NRD RideApp (“Website”, “Site” or “App”) and the websites or apps content and our technological solutions (the Site, software and such content, products, and services are collectively referred to herein as the “Services”, or “Service”), You undertake and represent that You have read, understood and accepted the General Terms and Conditions, the Privacy Notice, and other Supplemental Rules (collectively, the “Terms”)—these constitute an agreement between You and Us.

By signing up and/or using the Services, You understand and confirm that You are bound by these Terms.

1. Terms and Conditions

   1. The Terms contain the terms and conditions on which We supply the Services. You undertake and warrant (i) to be fully and wholly bound by these Terms in Your own free will and deed; (ii) that You fully understand and acknowledge the contents, meaning, implications and effects of these Terms; and that You would not use or access Our Services if You had any claim or reservation against any matter in these Terms. You may also be asked to click “I accept” or “I agree” at the appropriate place prior to Your use or access of the Services. If You do not agree to these Terms, you agree not to use the Service.
   2. You agree to the processing of your Personal Data as described in our Privacy Notice, https://nrdev.ph/privacy-policy/.
   3. In order to participate in certain Services, You may be required to agree to additional terms and conditions. Those additional terms are hereby incorporated into these Terms. Unless otherwise explicitly provided, these Terms shall take precedence over the supplemental terms.
   4. You undertake to periodically visit these Terms for updates. You agree to be bound by these Terms and its subsequent updates, revisions or modifications. We reserve the right to change or update these Terms at any time, and will notify users by posting such changed or updated Terms on this page. Any changes or updates will be effective immediately upon posting. However, should there be any changes to our processing of personal information, your active and informed consent shall be procured prior to the same taking effect. Under certain circumstances, We may also elect to notify You of changes or updates to Our Terms using other means such as push notifications, email, or SMS.

2. Supplemental Terms

   The User agrees to be bound to the following in the instances mentioned below:

   1. Battery Lease and Servicing Agreement — The User shall be bound to these terms should it lease batteries and/or certain assets owned by Us.
   2. Such other supplemental terms which we may provide and which you may agree to from time to time.

3. General Use Terms

   1. Services and Features. To use and access most of Our services, You will be required to create an account with Us. You warrant and undertake full, ultimate, and sole responsibility with all acts and interactions committed using the Account you create. You will not allow other persons to use your Account or act on your behalf. Neither will You create fictitious or simulated accounts.
   2. Legal Age. You warrant that You are 18 years old and above and have the capacity to enter into valid contracts under Philippines law.
   3. Accuracy. You attest that all the User-submitted Information You provide when You register for and/or use the Services is accurate, truthful, valid, and verifiable. If there are any changes to Your Registration Information, You are responsible for updating this information. If any portion of the User-submitted Information is at any time found inaccurate, invalid, unverifiable, and or unqualified, Your Account may be deactivated and/or suspended until You have corrected Your registration information and have resolved other issues flagged by Us.
   4. Service Changes. You understand that We may introduce new features, change existing features, set conditions for access, suspend or permanently discontinue service or features without prior notice. Should We exercise our rights under this section, We will not be liable for any loss or damage suffered by You.
   5. Fees. In order to be able to access certain features or products, You may be required to pay Us or our third party partners certain fees. The applicable fees shall be made known to you prior to the finality of any sale. We reserve the right to modify the Fees, subject only to prior notice. This notice may be given through the App or via other communication channels (including electronic mail and messaging applications). Your continuous use of the Service after the applicability of any change shall indicate your agreement to such change.

4. Service Restrictions

   1. The User hereby undertakes, represents, and warrants that:
      1. It will not reverse engineer, decompile, disassemble, decrypt, deobfuscate, unmask all or any portion of the App or otherwise reduce the App to human-perceivable form in whole or in part;
      2. It will not interfere with, modify, disrupt or disable features and functionalities of all elements under the App, including any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the App or any components of the same; and
      3. It will not (directly, or through a representative, agent, service provider, or any third party) develop, support or use software, devices, scripts, robots or any other means or processes (including crawlers, browser plug-ins and add-ons, or any other technology) to manipulate the number of engagements, user connections, or internet connections using the App; override any security feature or bypass or circumvent any access controls or use limits of the platform.
   2. You accept the risks associated with the use of a website, app and software such as but not limited to: failure of the app and/or software, hacking of servers, failure or interruption of internet connection; the introduction of malicious software, failure of security of Your credentials; failure of communication; service disruptions, and lack of telecommunications equipment or facilities and failure of information technology or telecommunications equipment or facilities. To mitigate these risks, We will exert reasonable efforts to secure the Services.
   3. You warrant that You will not use the Services in any illegal manner or for any illegal purpose, or in any other manner that could damage, disable, overburden or impair the service or tarnish, blemish or damage Us, the Services, products, or reputation. You shall not use the Service to facilitate any illegal activity, whether directly or indirectly.
   4. Without limiting other remedies, we reserve the unqualified right to limit or modify your access to the services or your account, issue a warning, and/or impose penalties related to registration and access, penalty fees, or charges. We may also charge you for losses and damages that are materially attributable to your use of the services or violations of the terms, and/or take legal action. The options and remedies enumerated under these terms shall be cumulative and available to us. The exercise of one right shall not preclude us from exercising other remedies.
   5. The User assumes full responsibility for the proper use, handling, and maintenance of leased batteries. We shall not be liable for damages or malfunctions arising from misuse, unauthorized modifications, improper storage, or failure to adhere to prescribed usage guidelines provided by Us.
   6. In the event of a suspected battery defect, the User must notify Us immediately. We reserve the right to inspect the battery and determine the cause of the issue. If the defect is attributable to Us, the battery may be repaired or replaced at Our discretion. No compensation, refunds, or claims may be made for defects not verified by Us.
   7. We further reserve the right to disable or limit functionality of the battery or any related Service, which will affect the operability of the Vehicle, as part of Our technical enforcement protocols for the protection of Our property, enforcement of these Terms, or in cases of suspected or confirmed breach.
   8. Dispute Resolution
      1. BY AVAILING OF OUR SERVICES YOU WARRANT AND UNDERTAKE TO COMPLY WITH DISPUTE RESOLUTION TERMS.
      2. In the event of a claim or dispute, You agree to observe good faith and exert best efforts towards an amicable resolution of any claim or dispute. Any claim or dispute initiated by You arising out of or relating to the Terms or Your use of the Services that is not resolved amicably within twelve (12) months after the initial of the claim or dispute shall be finally resolved by arbitration, except that You and Us are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. Arbitration will be initiated solely through the Philippine Dispute Resolution Center, Inc. (“PDRCI”) in accordance with its rules. The place of arbitration shall be the City of Makati, Metro Manila, Philippines or another city in the Philippines if the parties so agree. Unless the parties agree to arbitration by a sole arbitrator, the dispute shall be resolved by three (3) arbitrators. We may choose to bring an individual action in court. This arbitration agreement will survive the termination of Your relationship with Us.
      3. These Terms shall be exclusively governed and interpreted under the laws of the Republic of the Philippines without regard to its conflict of laws provisions.
      4. To the extent that the Parties are permitted under the Terms to initiate litigation in a court of law, You agree that all claims and disputes will be litigated exclusively in the courts of Makati City, Metro Manila, to the exclusion of all other courts.
      5. You covenant and undertake to fully cooperate in good faith with Us should We suspect fraudulent activity of any kind on Your account or Your use of the Services.

5. RideApp Load Balance

   1. We may provide a service that allows you to purchase credits (“Load Balance”) which you will need to use in order to access certain services. In the event that we provide such services, You agree to the following terms:
      1. The purchase of any Load Balance must be made lawfully, under legitimate means, and with fiat currency. Notwithstanding your purchase or possession of such Load Balance, you acknowledge and agree that the amounts of any Load Balance do not refer to any credit balance of fiat currency, e-money, or its equivalent. Neither are the Load Balance in the nature of a deposit or a security. The purchase and/or receipt of Load Balance grants you a limited right to use such Credits, including software programs that may manifest themselves as these credits, according to the terms and conditions we may provide from time to time.
      2. Load Balance may only be used to pay for services provided by Us and may not be transferred to another user or account. The Load Balance may not be redeemed by You for fiat currency or e-money.
      3. From time to time, We may offer you opportunities to earn additional Load Balance through special promotions. These promotional Credits will be awarded as described in the applicable promotional offer and will be subject to any additional terms provided in such offer.
      4. The Load Balance is personal to You and You may not transfer, sell, mortgage (or subject the same to any security), or share the same to any other person. However, the Load Balance are attached to your ownership of the NRD motorcycle. Should you sell your motorcycle, you understand that the Load Balance associated with the said vehicle shall also be transferred to the buyer of the same.
      5. The batteries associated with the Vehicle may be deactivated if not used for three (3) months (or such period as we may identify from time to time). We may help you reactivate the batteries for a certain fee.
      6. We may, for the safety of the User, advance sufficient Load Balance to the User in the event that User’s Load Balance is approaching zero while the Vehicle is still in transit. However, in no case shall the credit granted exceed PhP100.00. In the event that We exercise this right, We shall have the right to offset any amounts representing the credit granted against any Load Balance purchased by You.
      7. We reserve the right to remotely disable the batteries associated with the Vehicle or any related equipment in any of the following events:
         1. The Load Balance reaches zero or falls into a negative balance beyond PhP100.00;
         2. The User fails to settle outstanding charges within a reasonable period; or,
         3. There is a suspected or confirmed violation of these Terms, the Battery Lease and Servicing Agreement, or other applicable agreements.

         Before immobilization is enforced, We will provide ample notice through one or more of the following channels: in-app notifications, SMS, email, or phone call, where applicable. These notices will inform the User of the reason/s for the pending disablement of the batteries and the steps the User may take to avoid service interruption, including replenishing the Load Balance or curing the identified violation.

         Disabling the battery shall be used only as a last resort, and only after the foregoing notice has been provided and no adequate resolution has been made within the timeframe specified in the notice.

         By using the Services, You expressly consent to such technical enforcement mechanisms and acknowledge that this may restrict access to the Vehicle and certain Services. We shall not be liable for any inconvenience, damage, or loss arising out of or in connection with this action, provided that it was executed in accordance with this section.

6. Third Party Transactions

   1. While using our Services, you may have access to services or products offered by third parties (Third Party Products). You understand and acknowledge that We are not responsible for any action or omission by said third parties, and neither are We responsible for any loss or damage You may suffer due to the Third Party Products.
   2. Third Party Products shall be subject to the terms, conditions, and limitations imposed by those third parties, which shall also be binding on You. We reserve the right to reject or refuse any Third Party Service used by You in conjunction with Our Services. You undertake to comply with the terms of service of such Third Party Services when used in conjunction with Our Services. Should you violate the terms of the providers of the Third Party Services, we shall consider such violation as a violation of Our Terms as well.
   3. Your correspondence or business dealings with, or participation in promotions of, third parties, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between You and such third party. We shall not be responsible or liable for any loss or damage incurred as the result of any such dealings or as the result of the presence of such third party advertisers on the Services.
   4. When You acquire goods or services from, or when You sell or offer to sell goods or services to a third party through any of Our Services, You understand and agree that (i) We are not a party to the contract between You and the third party; (ii) We are under no obligation to monitor the third party service used by You; (iii) the third party will be responsible for all obligations under the contract with You, including (without limitation) warranties or representations.

7. Disclaimers

   1. You shall be solely liable for the loss incurred by You due to unauthorized transactions where the loss is due to an act or omission attributable to You, such as (but not limited to), where You have failed to secure Your credentials or account.
   2. You acknowledge and accept that the operation of the same is dependent upon the proper and effective functioning of internet services and other third-party equipment and/or software. We disclaim all warranties related to network and telecommunication providers, cloud service providers, payment facilities, virtual asset services, and other third party providers, and do not accept any liability for these in any way. In all cases, You agree not to hold us liable for losses, damages, and cost arising from or related to the delay or failures by third parties. Your own network or infrastructure, telecommunication providers, third party service providers, terrorist attacks, hacking, government actors, force majeure, or any analogous circumstance.
   3. We provide no warranties for batteries, expressed or implied, to the fullest extent allowed by law. Warranties, if any, do not cover defects resulting from User negligence, intentional damage, third party acts or omissions, or environmental factors beyond Our control.
   4. All warranties, representations, and liabilities for third-party services or products are strictly between the User and the respective third party. We disclaim all liability arising from third-party interactions, including delays, defects, or non-performance.

8. Reservation of Intellectual Property Rights

   1. Except for the content shared by You, We retain ownership and all intellectual property rights of the used in all components of the Services (including software, codes, notes) as well as ownership of all the hardware and software involved in development, maintenance and hosting of the Services.
   2. You agree to allow Us to review all the User-submitted Information. We do not claim any ownership over the intellectual property rights over the content You make available in Your Account. You shall, however, grant to Us a perpetual, worldwide, royalty-free, sublicensable (through multiple level licensing arrangements) and transferable license over all User-submitted content, to allow Us to use, copy, display, broadcast, publish, modify, publicly perform, or otherwise communicate the same to the public, or to create derivative work from the User-submitted Information. You will not be entitled to the payment of any fees or royalty payments should we exercise our rights under this section.
   3. We reserve all rights not expressly granted herein to the Services, including all NRD RideApp and RideBox marks (whether registered or unregistered), logos, brand identifiers and assets (including audio or audiovisual assets).

9. Indemnity and Limitation of Liability

   1. You shall indemnify, Us, Our officers, directors, stockholders or representatives and employees from and against any claims, damages, expenses and/or losses (including attorney’s fees) caused by or reasonably related to Your use of the Services, or any willful misconduct, fraud, and/or negligent act or omission by You, Your employees, or agents.
   2. Notwithstanding any other provision herein, to the fullest extent allowed by law, in no event shall We be liable for any indirect, incidental, special, punitive, exemplary or consequential damages of any kind, nor for any lost profits or revenues, in connection with or arising out of the agreement, the operation, use or access to the Services.
   3. The Service is provided “AS IS” and with all faults, without warranty of any kind, including without limitation the warranties of merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the Service is error-free, or free of defects. In no event shall We be responsible for loss or damages arising from the installation or use of the Service, including but not limited to any indirect, punitive, special, incidental or consequential damages of any character including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses.

10. Miscellaneous

    1. All the provisions of the Terms are subject to all applicable Philippine laws, without regard to conflict of laws provisions.
    2. These Terms constitute the entire agreement between You and Us concerning the Services, and supersedes all prior communications or agreements, written or oral, and is intended to be a complete and exclusive statement of the terms and conditions between the parties.
    3. We will not be liable to You for any lack of performance, or the unavailability or failure, of the Services, or for any failure or delay by Us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond Our reasonable control or materially attributable to third parties such as but not limited to telecommunication providers, electricity providers and other suppliers.
    4. If We delay exercising or fail to exercise or enforce any right or interest available to Us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under These Terms. All remedies available to us under these Terms shall be cumulative.
    5. In these Terms, unless the context requires otherwise: (i) any phrase introduced by the words “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and (ii) references to the singular include the plural and to the masculine include the feminine, and in each case vice versa.
    6. Applicable laws require that some of the information or communications We send to You should be in writing. When using the Services, You agree to transact with Us electronically, and that communication with Us will be mainly electronic. We may contact You by email or provide You with information by posting notices on the Services. You agree to this electronic means of communication and You acknowledge that all contracts, notices, information and other communications that We provide to You electronically comply with any legal requirement that such communications be in writing.
    7. Unless otherwise specifically indicated, all notices given by You to Us must be sent to info@nrdev.ph. We may give notice to You at the email address You provide to Us when You register. Notice will be deemed received and properly served immediately when posted on the Services or when an email or other electronic communication is sent including SMS to the phone number or email address You registered when You registered for the Services. In proving the service and receipt of any notice or correspondence we made to You via email, it will be sufficient to prove that such email was sent to the specified email address of the addressee.
    8. If any of these Terms is declared or found to be unenforceable, illegal, void, or otherwise ineffectual, then that provision shall be deemed removed from these Terms without affecting the validity, efficacy, and enforceability of all other provisions.

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End of Terms.