Before you use relevant websites and applications and accept the DiDi Online Ride Hailing Service, please read this Agreement carefully (especially the content in bold). Upon your consent to this Agreement by clicking, you shall be deemed to have fully read and accepted all the terms hereof and agree that this Agreement is legally binding upon you and us.
Article 1 User Registration
1.1 To use the Online Ride Hailing Service, you shall complete your registration on the DiDi platform and activate your account regarding the DiDi online ride hailing platform service (collectively, the “DiDi platform”). You shall ensure that your registration materials so provided during the process of registration are true and valid. You will become a user of the DiDi Online Ride Hailing Service after you complete the above registration, activation and clicking to acknowledge your consent to this Agreement.
1.2 If you enter into this Agreement on behalf of an individual, you shall have full capacity for civil conduct (at above the age of 18, or in case of earning income from your own labor as primary source of income, at above the age of 16, and mentally healthy enough to be capable of being fully conscious of your behaviors).
1.2.1 If you are at or above the age of 12 but have not yet had full capacity for civil conduct, please sign this Agreement with the consent of your guardian and be accompanied by your guardian to take a ride, failing which, the driver may refuse to provide the service and cancel the itinerary. If you sign this Agreement without the consent of your guardian or insist on taking a ride alone, this Agreement shall remain valid due to your appropriate intelligence and judgment, and all obligations and liabilities arising from this Agreement and your behaviors will be borne by you or your guardian. Your guardian shall be held responsible for any loss suffered by you or others arising out of your guardian’s failure to properly fulfill the guardianship responsibility.
1.2.2 Please do not sign this Agreement or take rides without being accompanied by your guardian if you have not yet reached the age of 12 or are incapable of civil conduct under other circumstances. If the driver believes that you fall into any of the above cases, the driver shall refuse to provide the service and cancel the itinerary. If you violate the requirements in this provision leading to losses suffered by yourself or others, your guardian shall be held responsible therefor.
1.3 You shall properly keep your account number and password and shall not provide them to others, nor shall you allow a person having no full capacity for civil conduct to take a ride alone without his or her guardian. If you fail to properly keep your account number and password, or violate the requirements in this provision by allowing a person having no full capacity for civil conduct to use your account number to take a ride alone, you shall bear the obligation and liability arising therefrom. If any loss sustained by others are so caused, you shall bear corresponding liability.
1.4 If you enter into this Agreement on behalf of a legal entity, you shall be empowered to do so and comply with this Agreement (which shall be binding upon such legal entity).
Article 2 Use of Services
2.1 In accordance with the Interim Measures for the Management of Online Ride Hailing Operation and Service and applicable laws and regulations, we provide the Online Ride Hailing Service to you and fulfill legal obligations accordingly. You may make a request for the Online Ride Hailing Service through the DiDi platform. We will assign appropriate vehicles to you according to your request information, and direct the assigned platform driver to provide you with the offline ride service on our behalf according to the platform rules.
2.2 We will use reasonable efforts to provide you with the ride service requested by you, subject to the availability of vehicles in service around your location at the time of your request for the service.
2.3 Before you get on a vehicle, please carefully check whether the vehicle and the driver are consistent with the information on vehicle and driver shown on the platform for the purpose of preventing the driver from any unauthorized action such as changing the vehicle on his own, lending out the account and etc.. If you find that the vehicle and the driver are inconsistent with the information thereon shown on the platform, you shall refuse to get on the vehicle, and may report to our customer service. We may hold the driver liable therefor according to the platform user rules following our verification.
2.4 You shall not request a driver to transport articles only while you will not take the ride yourself. Drivers shall refuse to provide the service and cancel the itinerary for any order requiring transportation of articles in violation of the platform rules. If any driver violates the prohibitive platform rules by accepting an order to transport articles only, we may hold the driver liable therefor according to the platform rules following our verification, and the driver shall bear corresponding duty of care for transportation of the articles. If the driver transports dangerous goods or prohibited goods, which constitutes an illegal act or crime, he may bear the corresponding administrative or criminal liabilities. If the driver finds that the articles to be transported as requested by a rider might be drugs or other articles prohibited by laws for transportation or possession, he shall report the case to the nearest public security agency for inspection.
2.5 You shall not take a ride with dangerous goods or other articles that are prohibited by laws and regulations or unsuitable for carriage, failing which, the driver shall have the right to refuse to provide the service and you shall bear the consequences and liabilities arising from carrying such articles.
2.6 You shall not, while using the services, engage in any uncivilized acts in violation of platform rules (including smoking, drinking, spitting and other acts in violation of platform rules), and shall not engage in or require a driver to engage in acts in violation of relevant traffic rules or other laws and regulations. Should your violation of the prohibited acts lead to administrative penalties imposed by relevant departments, personal injuries, traffic accidents, damages to the vehicle or other losses, you shall compensate those suffering the same.
2.7 You as a rider shall ensure that the release of ride request is voluntary and does not involve unconsciousness, intoxication or other circumstances. If you are unconscious, intoxicated or in other circumstances, any ride request information released by the person accompanying you on behalf of you shall be deemed to have been released by yourself. In the event that you are intoxicated or in other circumstances where you are unconscious, you shall be accompanied by a third party in a sober state. In the event that you drink any drink containing any content of alcohol, are intoxicated or in other circumstances where you are unconscious, you shall make compensations for the corresponding losses (if any) suffered by others.
2.8 You shall not take photos, sound recordings, video recordings or carry out live network broadcasts while using the services without the prior consent of the drivers. With the consent of the drivers, contents obtained from acts such as taking photos, sound recordings and video recordings may be used for the purpose of serving as evidentiary information for recording the process of services only, and shall not be reproduced, transmitted or disseminated by any means such as network transmission or offline copying.
2.9 Unless permitted by relevant laws, you shall not make known or disclose to any third party any personal information of other users of DiDi platform obtained by you during your use of the Online Ride Hailing Service.
Article 3 Warranties and Covenants
3.1 You warrant that the information provided by you to us is true, accurate and complete. In connection with the Online Ride Hailing Service, we shall have the right to verify your information and to decide whether to provide you with the services based on the verification result.
3.2 By using our services or the DiDi platform, you also agree to the following:
a. you will strictly comply with this Agreement and the platform rules;
b. you will comply with all applicable laws, rules, regulations, and public order and good social customs;
c. you will not use the services or application for any illegal purpose including, without limitation, transmitting or storing any illegal materials, or for fraudulent purposes;
d. you will not use the services or application to infringe upon others’ rights, to harass or obstruct others or cause inconvenience to others;
e. you will not affect the normal operation of the network or attempt to damage the services or application;
f. you will provide identity documentation as reasonably requested by us; and
3.3 lf you violate any of the foregoing, we serve the right to immediately terminate provision of the services to you.
Article 4 Payment and Invoices
4.1 You agree and acknowledge the relevant service prices currently in effect or to be updated on the DiDi platform. You may check the relevant prices of the Online Ride Hailing Service on the website or the DiDi platform. These prices may change at any time based on market supply and demand, and you are solely responsible for monitoring these service prices and selecting services suitable to you.
4.2 The Company shall charge you the fares of our ride services after you have used our services. If any fare is overdue and you fail to make payment when requested, the Company shall have the right to refuse your continued use of the services. You understand and agree that the Company shall have the right to submit information in respect of your breach of contract to a third party credit reference agency.
4.3 You may make payment on the DiDi platform via your third party electronic payment account (including, without limitation, WeChat Pay and Alipay). The processing of payments shall be subject to this Agreement and the terms and policies of the electronic payment service providers and credit/debit card issuing banks. We shall not be liable for any errors made by electronic payment service providers or banks. We will obtain the details of the specific transactions relating to your use of the services. We will strictly comply with relevant laws and regulations and the Company’s policies in using such information.
4.4 We will issue invoices to you upon your request. Please refer to the instructions set forth on the application for the specific rules on issuing and applying for invoices. We will issue electronic invoices to you as called upon and encouraged by the government.
4.5 We provide an order management function, thereby you may check on the status of your order on the DiDi Chuxing App at any time. You shall check on your actual payment status immediately after the completion of each service and contact us within 48 hours thereafter if you have any objection, which we will handle and resolve.
Article 5 Liability for Breach of Contract
5.1 If you breach this Agreement, we shall have the right to suspend services, terminate services or take other restrictive measures against you depending on the severity of your breach. If you violate the platform user rules, we shall have the right to hold you liable for your violation under such platform rules.
5.2 If your breach of this Agreement causes any losses to us, you shall be liable for such losses and any reasonable expenses incurred by us therefor.
5.3 If we are claimed by a third party due to your breach of this Agreement, we shall have the right to recover from you for our losses and any reasonable expenses paid by us therefor upon assuming liabilities to such third party.
5.4 If you cause any losses to a third party and you fail to assume the liabilities in accordance with the laws and regulations, this Agreement, and the platform rules, for the purpose of maintaining the order of the platform and protecting the legitimate rights of users, you agree to entrust us to pay the foregoing amounts on your behalf and reimburse us all the expenses paid therefor.
5.5 The term “loss” referred to in this Article shall include economic loss, loss of goodwill, etc. The term “reasonable expenses incurred therefor” referred to in this Article shall include legal fees, attorney’s fees, appraisal fees, notarization fees, travel expenses, etc.
Article 6 Limitation of Liability
6.1 The information provided or the services recommended to you on our website or the DiDi platform are for your reference only. We will use our reasonable best efforts to ensure the accuracy of such information, provided, however, that we do not warrant that such information is free from any error, defect, malware or virus. We will be responsible, according to the applicable laws and regulations, for the damage caused by your use (or any inability to use) of our website or the DiDi platform. We shall not be liable for any damage resulting from the use (or any inability to use) of the electronic communications tools of our website or the DiDi platform, including, without limitation, the damage caused by transmission failure or delay of electronic communications, interception or manipulation of electronic communications by a third party or by the computer programs used for electronic communication, and virus transmission.
6.2 You understand and acknowledge that when you make a request for the Online Ride Hailing Service through the DiDi platform, we conduct the back-end big data information processing based on your service request to provide available online ride hailing information and direct the assigned platform driver to provide you with the offline ride service on our behalf according to the platform rules. We will fulfill obligations for the said services according to the applicable laws and regulations. To better safeguard the rights and interests of users, the Company will formulate standard policy of the DiDi platform to govern participants’ use of the platform and make them strictly observe the platform rules. The Company shall be responsible for optimizing the platform rules and supervising the implementation thereof. The online ride hailing information service period shall commence at the moment when the system successfully generates an order following a request by a passenger and shall terminate upon completion of such order. The period between the moment when the passenger physically contacts the vehicle providing the ride service and the moment when the passenger physically leaves the said vehicle is the offline ride service period.
The DiDi platform shall, during the said period of the Online Ride Hailing Service, assume the corresponding legal liabilities according to the applicable laws and regulations. The platform participants shall assume their legal liabilities during the said period of the Online Ride Hailing Service. At the same time, to enhance quality of service, guarantee the safety of platform users (including drivers and passengers) and better assume corporate social responsibility, the Company will provide the covered platform users with corresponding safety assurances through the customized safety assurance products. Where there exists a party responsible for any tort liability or breach of contract, the party who has provided safety assurance service shall have the right to recover from the responsible party after the said safety assurance is provided.
Article 7 Authorization and License
7.1 Subject to your compliance with this Agreement, we grant you a limited, non-exclusive and non-transferable license to download and install a copy of the application on a single mobile device that you own or control, and to run the said copy of the application solely for your own personal use, provided, however, that you shall not: (1) license, sublicense, sell, resell, transfer , allocate, distribute or otherwise commercially exploit or make available to any third party the services or application in any way; (2) modify the services or application or create derivative works based thereupon; (3) create Internet “links” directed at the services, or “frame” or “mirror” any application on any other server or wireless or Internet-based device; (4) reverse engineer or access the applications in order to design or build a competitive product or service, design or build a product using ideas or graphics similar to the services or application, or copy any ideas, features, functions or graphics of the services or application; or (5) launch an automated program or script, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the services or application.
7.2 Furthermore, you shall not: (1) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (2) send or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (3) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (4) interfere with or disrupt the integrity or performance of our website, applications or services or the data contained therein; or (5) attempt to gain unauthorized access to our website, applications, services or related systems or networks.
7.3 We shall have the right to investigate, and bring a lawsuit for, any non-compliance set forth above to the fullest extent permitted by law. We may participate in, and assist law enforcement authorities with, lawsuits against any users in breach of this Agreement. If we find that any content breaches this Agreement or otherwise prejudices our website, platform and/or the services or application therein, we reserve the right to delete, or prohibit access to, such content at any time without further notification.
Article 8 Intellectual Property Policy
We observe various applicable intellectual property laws and regulations and hope that users will comply with the same.
Article 9 Third Party Links
While using relevant websites and applications, we may from time to time provide you with links to websites owned and controlled by third parties to facilitate your communication with, purchasing products or services from, or participating in promotional activities offered by, such third parties. By clicking on such links you will leave our website or the DiDi platform and visit websites hosted by such third parties beyond our control that have formulated their own terms, conditions and privacy policies. We shall, therefore, not be responsible for the content and activities of such websites, nor shall we assume any obligation. You shall fully understand the content and activities of such websites and solely bear the legal liability and risks arising from your browsing of or access to such websites.
Article 10 Term
10.1 This Agreement between you and us shall have no fixed term.
10.2. You shall have the right to terminate this Agreement at any time by permanently deleting the application installed on your smart phone, whereupon you will not be able to use the DiDi platform, nor the applications and services therein.
10.3 If you commit any of the following acts, we shall have the right to terminate, effective immediately, this Agreement at any time (that is, you will be prohibited from using the applications and services):
a. you violate or breach any term of this Agreement; or
b. you, in our opinion, abuse the application or services.
We are not obligated to notify you in advance of the termination of this Agreement. We will, upon the termination hereof, deliver you the relevant notice thereof in accordance with this Agreement.
Article 11 Force Majeure
In case of a force majeure event, the affected party may temporarily suspend the performance of its obligations hereunder until the effect of such force majeure event ceases and shall bear no liability for breach of contract provided, however, that such party shall use its best efforts to resolve such event and mitigate losses. Force majeure means any unforeseeable or unavoidable (even if foreseeable) event beyond the control of the parties which prevents, affects or delays a party’s performance of all or part of its obligations hereunder. Such events include but are not limited to those caused by acts of God, war, changes in policies, computer viruses, hacker attacks or suspension of services provided by telecommunication agencies.
Article 12 Miscellaneous
12.1 If one or more terms of this Agreement are held to be invalid but the other terms are able to remain valid and the enforceability thereof is not affected, we shall determine whether to continue to perform such other terms.
12.2 The DiDi platform may, in response to any changes of laws and regulations and as required to maintain the transaction order or protect the rights and interests of consumers, modify this Agreement and notify you thereof by means of an advance announcement, a push notification or a pop-up window or otherwise. You may review the latest version of this Agreement as modified at any time on the DiDi platform. If you do not agree to any modification to this Agreement that has become effective, you shall cease to use the services of the DiDi platform as of the effective date of such modification, and the modification will not be binding upon you. If you continue to use the services of the DiDi platform after any modification hereto comes into effect, we will understand that you have accepted this Agreement as modified and the modification that has come into effect.
12.3 We may give a notice by:
12.3.1 posting a general notice on the DiDi platform; or
12.3.2 sending an email or a text message to the e-mail address or mobile telephone number registered in your account information.
12.4 You shall not assign any rights under this Agreement without our prior written consent.
Article 13 Jurisdiction
This Agreement shall be governed by the laws of the People’s Republic of China (PRC). Any conflict, claim or controversy arising out of or in connection with the performance, breach, termination, interpretation or validity of this Agreement or the use of the DiDi platform shall be resolved by consultation, failing which any party hereto may bring a legal action before a people’s court that has jurisdiction over the defendant.