This Partner Service Agreement (“Agreement”) is entered into by and between you, a licensed transportation services provider or fleet operator with valid insurance and authority (“Partner”), and WEGO Technologies, LLC d/b/a OMNI (“OMNI,” “we,” “us,” or “our”).

OMNI is not a transportation carrier or taxi company. OMNI is a technology and marketing platform that helps Riders pre-schedule trips and, where available, request on-demand rides from independent third-party drivers and fleets (“Third-Party Providers”). All transportation services are provided solely by these independent Third-Party Providers, not by OMNI.

By checking the box and clicking ACTIVATE, you acknowledge that you have read, understood, and agree to be bound by this Agreement and OMNI’s applicable policies.

1. RELATIONSHIP BETWEEN OMNI AND PARTNER

1.1 Technology & Marketing Services
OMNI provides software applications, tools, and marketing channels (the “OMNI Platform”) that enable Partners to:

• Receive trip requests from Riders in select Texas cities;

• Manage reservations, vehicles, and Drivers;

• Process payments via third-party processors.

OMNI does not own vehicles or employ Drivers.

1.2 Direct Relationship with Riders
Transportation services (“Transportation Services”) are provided by Partner directly to Riders. The commercial relationship for each trip is between Partner (or its affiliated Drivers) and the Rider. OMNI is not a party to that transportation contract.

1.3 Access to the OMNI Platform
Upon acceptance, Partner may receive:

• Access credentials to the OMNI Platform and/or Driver App;

• Listing or promotional placement within applicable OMNI services.

Partner remains responsible for ensuring that only authorized personnel use Partner’s accounts and that credentials are kept secure.

2. PARTNER & DRIVER STANDARDS

2.1 Eligibility & Licensing
Partner must:

• Hold all required federal, state (Texas), and local licenses or permits to operate its transportation services (e.g., for-hire, limo, TNC-compatible services, airport permits, if applicable).

• Maintain good standing with relevant regulatory agencies.

2.2 Vehicles
Partner’s vehicles must:

• Comply with all Texas safety inspection and registration requirements.

• Be safe, clean, and appropriate for service tier(s) offered through OMNI (e.g., Standard, XL, Black).

• Be insured in accordance with Texas law and any additional requirements for Partner’s type of operations.

2.3 Drivers
Partner is solely responsible for:

• Hiring, training, and supervising its Drivers;

• Ensuring Drivers meet all legal requirements, licensing standards, and background checks;

• Ensuring Drivers understand and adhere to OMNI’s Code of Conduct and Platform rules.

OMNI does not employ or control Partner’s Drivers.

3. FINANCIAL TERMS

3.1 Rider Payments
Payments for Transportation Services arranged through OMNI are processed via OMNI’s designated payment processors. OMNI (or its affiliates) acts as a limited payment collection agent for the Partner for the sole purpose of collecting fares from Riders.

3.2 Commission & Fees
OMNI will:

• Deduct its commission and any agreed fees from the collected fare;

• Remit the balance (“Net Earnings”) to Partner on the payout schedule stated in the OMNI Platform or in a separate commercial agreement.

Current commission rates, fees, and any applicable incentives will be communicated to Partner and may be updated with notice.

3.3 Chargebacks & Refunds
In the event of Rider chargebacks, fraudulent transactions, or refunds, OMNI may:

• Deduct associated amounts from Partner’s future payouts; or

• Invoice Partner for sums previously remitted.

OMNI will provide reasonable information for review upon request.

4. RATINGS & QUALITY

4.1 Rider Ratings
Riders may rate trips and leave feedback for Drivers operating under Partner’s account. OMNI may:

• Aggregate ratings for quality metrics;

• Share relevant feedback with Partner where appropriate.

4.2 Quality Standards
Partner agrees to maintain high standards of safety, courtesy, and service quality. Consistently low ratings, serious complaints, or regulatory issues may result in:

• Temporary removal from specific campaigns, categories, or regions;

• Suspension or termination of access to the OMNI Platform.

5. DATA, PRIVACY & CONFIDENTIALITY

5.1 Use of Rider Data
Partner receives limited Rider information solely to perform Transportation Services. Partner may not:

• Use Rider data for marketing outside of OMNI, unless explicitly permitted;

• Sell or share Rider data with unauthorized third parties;

• Store or process Rider data in a manner inconsistent with applicable privacy laws or OMNI’s policies.

5.2 Confidentiality
Partner must keep OMNI’s non-public information (technical, commercial, or operational) confidential and may not disclose or misuse it.

6. POLICIES & STANDARDS

Partner agrees to comply with:

• This Partner Service Agreement;

• OMNI’s Code of Conduct, Driver Policies, and applicable guidelines;

• OMNI’s Privacy Policy and Security practices;

• Applicable laws, regulations, and local rules in its operating areas.

Partner is responsible for ensuring its Drivers also comply.

7. INSURANCE & INDEMNITY

7.1 Insurance
Partner must maintain insurance that complies with Texas law and is appropriate for the scope of its operations (e.g., commercial auto, general liability, etc.). Upon request, Partner will provide proof of coverage to OMNI.

7.2 Indemnification
Partner agrees to indemnify, defend, and hold harmless OMNI from claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising from:

• Partner’s or its Drivers’ acts or omissions;

• Partner’s violation of this Agreement or any law;

• Claims related to the performance (or non-performance) of Transportation Services.

8. TERM & TERMINATION

8.1 Term
This Agreement becomes effective upon Partner’s acceptance and continues unless terminated by either party.

8.2 Termination Rights

• Either party may terminate this Agreement for any reason with written notice (e.g., 7 days), unless a separate commercial contract specifies otherwise.

• OMNI may immediately suspend or terminate Partner’s access for material breach, safety concerns, fraud, or violations of law.

8.3 Effect of Termination
Upon termination:

• Partner must cease using OMNI branding and Platform access.

• Outstanding payment obligations (including commission, chargebacks, or adjustments) will survive until resolved.

9. LIMITATION OF LIABILITY

To the fullest extent permitted by Texas law:

• OMNI is not responsible for accidents, injuries, property damage, or disputes related to Transportation Services.

• OMNI is not liable for indirect, incidental, consequential, or punitive damages.

• OMNI’s aggregate liability under this Agreement will not exceed the total commissions retained by OMNI from Partner’s trips in the twelve (12) months preceding the event giving rise to the claim.

10. GOVERNING LAW & DISPUTE RESOLUTION

• This Agreement is governed by the laws of the State of Texas.

• Disputes arising out of or relating to this Agreement will be resolved by binding arbitration in Texas, except where prohibited by law.

• To the maximum extent allowed by law, the parties waive the right to participate in class actions or jury trials for such disputes.

11. MISCELLANEOUS

• Independent Contractors – The parties are independent contracting parties; nothing creates a partnership, joint venture, or employment relationship.

• Assignment – Partner may not assign this Agreement without OMNI’s prior written consent. OMNI may assign this Agreement to an affiliate or successor.

• Severability – If any provision is invalid, the remaining provisions remain effective.

• Entire Agreement – This Agreement, together with any referenced policies or separate commercial terms, constitutes the entire agreement between the parties on this subject.

By clicking ACTIVATE or using the OMNI Platform as a Partner, you confirm that you have read, understood, and agree to this Partner Service Agreement.