This Membership Agreement sets forth the terms of service that govern your access to the services, website, and mobile application of MDB International Company, doing business as RidePro ("RidePro," "we," "us," or "our"), and your use of the RidePro Marketplace (as described in Section 7). In addition, our Marketplace Rules, Privacy Policy, Fee Schedule, Compensation Schedule, and your Membership Application are critical parts of this Membership Agreement and are incorporated by reference. When we use the term "Membership Agreement," it includes all of the foregoing documents.
This Membership Agreement is a legally binding contract between you ("Member," "you," or "your") and RidePro. Defined terms used throughout this Agreement are set forth in the Glossary in Section 18.
RidePro is a transportation technology platform that connects professional rideshare drivers with passengers through a membership-based mobile application and website. In addition to transportation services, RidePro intends to allow Members to access and offer a growing portfolio of services including but not limited to automobile insurance products, healthcare coverage options, commercial vehicle financing, preferred pricing arrangements at select automobile dealerships, roadside assistance, and such other goods and services as RidePro may permit from time to time. Members should expect the platform to expand into a diverse array of services designed to support the professional and financial needs of drivers, riders, and team builders.
The RidePro Marketplace is a platform that facilitates transactions whereby Members can offer their business services to other Members. All transactions are between Members. RidePro itself does not offer, control, or fulfill any of the services offered by its Members. As a professional rideshare driver and business owner, you choose how, when, and where you offer and provide your services, and how much you charge, without control or oversight by RidePro. We do not restrict you from using third-party ridesharing platforms or applications.
To become a RidePro Member you must: (a) be at least eighteen (18) years of age; (b) provide accurate and truthful registration information in the Membership Application; (c) successfully complete the identity verification process established by our third-party payment partner as further described in Section 6, which may include submission of a valid government-issued photo identification and proof of residential address; and (d) not be located in a jurisdiction where your participation in the RidePro Marketplace is prohibited by applicable law.
Members who wish to offer professional rides as Driver Members must additionally: hold a valid driver's license in their jurisdiction; maintain automobile insurance meeting or exceeding local legal minimums for rideshare or commercial use; have authorized access to a vehicle meeting RidePro's vehicle standards as published at ridepro.team/vehicle-standards; and pass any background screening required by applicable local law.
You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. Suspected unauthorized access must be reported to RidePro immediately at support@ridepro.com.
4.1 Fees.
We charge fees ("Fees") for using the RidePro Marketplace. These Fees include a one-time application fee when you submit your Membership Application, an Annual Membership Fee, and a Monthly Subscription Fee that varies based on the level of benefits selected. All current Fees are set forth in Attachment A (Fee Schedule). Changes to the Fee Schedule are effective after at least thirty (30) days' prior notice by email or by posting on our website. Unless otherwise stated, all Fees are in United States Dollars. You are responsible for paying all Fees and applicable taxes by their due dates.
4.2 Auto-Renewal.
Monthly Subscription Fees and Annual Membership Fees auto-renew on each billing date unless you cancel in advance pursuant to Section 13. By providing a payment method, you authorize RidePro and Paymenture to charge that payment method on each renewal date without further authorization. If a payment fails, RidePro will attempt to collect the outstanding amount up to three (3) additional times over seven (7) days. If payment still cannot be collected: (a) your account will be suspended; (b) your ability to earn commissions will cease; and (c) any Residual Value ("RV") volume banked during your active period will be forfeited and will not carry over. An account may be reactivated by paying all outstanding balances plus the then-current Annual Membership Fee.
4.3 Refunds.
All Fees are non-refundable once a billing period has commenced, except as required by applicable law. The one-time application fee is non-refundable after seventy-two (72) hours of submission. Members who believe a charge was made in error must contact support@ridepro.com within thirty (30) days, and RidePro will review the matter in good faith.
5.1 Payment Processor.
All payments on the RidePro Marketplace — including membership fees, ride fares, product or service purchases, and commission disbursements — are processed through Paymenture, LLC ("Paymenture"), an independent third-party payment gateway. Paymenture provides identity verification (KYC), anti-money laundering (AML) compliance screening, escrow holding of transaction funds, real-time settlement, and commission disbursement services. By using the RidePro Marketplace, you also agree to be bound by Paymenture's Terms and Conditions, available at paymenture.com/legal, which are incorporated into this Agreement by reference. In the event of a conflict between this Membership Agreement and Paymenture's Terms and Conditions with respect to any payment-related matter, Paymenture's Terms and Conditions shall govern.
5.2 E-Wallet.
Members are provided access to an electronic wallet (the "E-Wallet") administered by Paymenture through which the receipt and disbursement of funds are managed, including Fees paid, ride fare proceeds, commission payouts, and token balances. The E-Wallet is a Paymenture product and is subject to Paymenture's Terms and Conditions both during and following the term of this Membership Agreement. RidePro makes no representations or warranties regarding the E-Wallet. Upon termination of your membership for any reason, your E-Wallet will remain accessible through Paymenture subject to Paymenture's then-current terms, and any balance will be subject to Paymenture's withdrawal and redemption policies.
5.3 RidePro Tokens and Credits.
RidePro may issue tokens or credits ("RidePro Tokens") that Members can use to purchase rides and other Marketplace services. RidePro Tokens are a convenience instrument only — they are not legal tender, securities, or commodities, and may not be redeemed for cash except as expressly set forth in the Marketplace Rules. RidePro Tokens have no guaranteed value and no guaranteed future existence. Detailed terms governing their issuance, use, transfer, and expiration are set forth in the Marketplace Rules.
As a condition of accessing the RidePro Marketplace, all Members must successfully complete Paymenture's KYC identity verification process, which may include providing a government-issued photo identification, proof of residential address, and such other documentation as Paymenture may reasonably require. Paymenture screens all accounts against applicable AML databases and sanctions lists prior to activating payment services. If your account triggers a compliance concern, Paymenture may suspend your ability to transact pending resolution. RidePro is not liable for any delays, losses, or damages arising from Paymenture's compliance processes.
All information you provide in connection with identity verification must be accurate, current, and complete. Providing false or misleading information is a material breach of this Agreement and grounds for immediate termination. All data shared with Paymenture for payment processing is handled in strict confidence in accordance with Paymenture's Privacy Policy and applicable data protection law.
7.1 Ride Services.
Driver Members may offer professional rideshare services through the Marketplace. RidePro does not fix or mandate ride pricing. RidePro suggests a standard rate of $2.50 per minute for passenger-side pricing and $1.00 per minute for Driver Member earnings, but Driver Members and passengers are free to agree on any mutually acceptable rate. Tips provided by passengers are passed through to Driver Members at 100% with no deduction by RidePro or Paymenture.
Ride transactions follow a GPS-verified settlement process: (1) the passenger submits payment, which Paymenture holds in escrow; (2) the Driver Member accepts and begins the ride; (3) GPS tracking confirms the ride in progress; (4) the ride concludes and GPS confirms completion; (5) Paymenture releases the escrowed funds and settles the transaction in real time. The transaction is closed upon settlement. No payment authorization remains open after GPS-confirmed completion.
7.2 Additional Member Services.
In addition to ride services, RidePro intends to allow Members to offer and access a growing portfolio of Additional Services through the Marketplace, including without limitation:
All Additional Services offered through the Marketplace are offered by Members on a Member-to-Member (B2B) basis. RidePro is not a party to any transaction for Additional Services and makes no representations, warranties, or guarantees of any kind with respect to the quality, availability, fitness, legality, or fulfillment of any Additional Service. Members agree to look solely to the offering Member for any remedy in the event of a dispute.
7.3 Business-to-Business Nature of the Marketplace.
The RidePro Marketplace is a platform for business owners. All transactions are between Members acting in their capacity as independent business owners. No Member is an employee, agent, partner, or franchisee of RidePro. RidePro does not supervise, direct, or control the manner in which any Member performs any service, sets any price, or conducts their business.
RidePro offers Members the opportunity to earn compensation through a multi-stream income plan (the "Compensation Plan"). The plan is structured in accordance with long-established direct selling industry practices and is designed to comply with applicable FTC guidelines by tying all compensation to actual Member activity — rides completed, subscriptions paid, or products and services purchased. Detailed terms including all rates, pool caps, and rank thresholds are set forth in Attachment B (Compensation Schedule).
The Compensation Plan provides up to seven distinct income streams: (1) Retail Profit on rides and product sales; (2) a Pro Fast Start Bonus paid weekly upon qualifying activations; (3) an Elite Rebate on personal RV purchases, paid weekly; (4) a Residual Commission of up to 10% of the lower-volume leg of a Member's team tree, paid monthly; (5) a Residual Override Match equal to 100% of a directly introduced Member's Residual Commission, paid monthly in perpetuity; (6) a Leadership Bonus tied to team volume rank thresholds, paid monthly; and (7) a Global Share Bonus equal to a proportional share of 1% of all global platform RV for qualifying top performers, earned quarterly and paid monthly. Full details are in Attachment B.
All compensation disbursements are calculated and paid through Paymenture. RidePro reserves the right to amend the Compensation Plan upon thirty (30) days' prior written notice to Members.
9.1 Representations and Warranties.
You represent and warrant to RidePro that:
9.2 Additional Acknowledgments.
You understand and agree that:
9.3 Prohibited Conduct.
The following activities are strictly prohibited and may result in immediate termination and forfeiture of accrued commissions: (a) making income representations not supported by RidePro's official materials, or guaranteeing specific earnings to potential recruits; (b) creating fictitious accounts, generating fake rides, or artificially inflating RV; (c) recruiting individuals who have clearly expressed that they cannot afford the applicable fees; (d) using RidePro's name or materials in unauthorized marketing; and (e) any activity that violates applicable federal, state, or local law.
You agree to indemnify, defend, and hold harmless RidePro, MDB International Company, Paymenture, LLC, and each of their respective subsidiaries, affiliates, officers, directors, employees, agents, successors, and assigns (the "Indemnified Parties") from and against any and all claims, demands, damages, awards, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the RidePro Marketplace; (b) any services you offer or provide to other Members; (c) your violation of this Membership Agreement; (d) your violation of any applicable law; (e) any claim by a third party arising from your acts or omissions; or (f) your failure to maintain required insurance coverage.
Paymenture shall not be liable for any acts or omissions of RidePro, any Member, or any third party in connection with use of the Marketplace, and you agree to indemnify and hold Paymenture harmless to the same extent set forth in this Section.
11.1 RidePro as Marketplace Administrator.
RidePro is a third-party administrator and facilitator of the Marketplace and is not involved in any actual transaction between Members or between a Member and a third party. You will not hold RidePro responsible for the content, actions, or inactions of any Member or third party, or for any goods or services listed, offered, or transacted through the Marketplace.
11.2 Disclaimer of Warranty.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RIDEPRO MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE RIDEPRO MARKETPLACE OR ANY SERVICES OFFERED THEREIN. WITHOUT LIMITING THE FOREGOING, RIDEPRO DOES NOT GUARANTEE, WARRANT, OR MAKE ANY REPRESENTATION REGARDING: (A) THE QUALITY, QUANTITY, DELIVERY, VALUE, CONDITION, SAFETY, LEGALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF ANY SERVICE OFFERED BY A MEMBER; (B) THE ACCURACY OR RELIABILITY OF ANY INFORMATION PROVIDED BY A MEMBER; (C) THE ABILITY OF ANY MEMBER TO FULFILL ANY SERVICE; (D) THE VOLUME OF BUSINESS ANY MEMBER WILL DERIVE FROM PARTICIPATION IN THE MARKETPLACE; (E) THE FUTURE AVAILABILITY OR VIABILITY OF THE MARKETPLACE OR THE RIDEPRO PLATFORM; OR (F) THE AMOUNT OF COMPENSATION ANY MEMBER WILL EARN UNDER THE COMPENSATION PLAN.
11.3 Release.
In the event that you have a dispute with one or more Members or third parties arising from any Marketplace transaction, you release RidePro and its subsidiaries, affiliates, directors, officers, employees, and agents from any and all claims, demands, and damages of every kind, known and unknown, arising out of or connected with such dispute. If a Member fails to deliver any service pursuant to agreed terms, your sole recourse shall be against that Member, and not against RidePro.
11.4 Limitation of Liability.
RIDEPRO AND ITS SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE MARKETPLACE OR THIS AGREEMENT, INCLUDING LOSS OF REVENUE, LOST COMMISSIONS, OR LOSS OF DATA. IF RIDEPRO IS FOUND TO BE LIABLE, IN NO EVENT WILL RIDEPRO'S TOTAL LIABILITY EXCEED THE FEES PAID BY YOU TO RIDEPRO IN THE TWELVE (12) MONTHS PRECEDING THE DATE OF THE INCIDENT GIVING RISE TO LIABILITY. NOTHING IN THIS SECTION LIMITS LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE.
RidePro's collection, use, and protection of Member personal information is governed by our Privacy Policy at ridepro.team/privacy, incorporated into this Agreement by reference. RidePro collects personal information reasonably necessary to operate the platform, including name, contact details, account activity, and GPS location data during rides (used solely for trip confirmation and fare calculation). Payment information is collected and handled exclusively by Paymenture in accordance with Paymenture's Privacy Policy. RidePro does not sell Member personal data to third parties.
This Membership Agreement becomes effective upon RidePro's acceptance of your Membership Application and continues until terminated. You may cancel your membership at any time by contacting support@ridepro.com or through your account settings. Cancellation takes effect at the end of the then-current billing period. All Fees paid for the current period are non-refundable. Upon cancellation, your position in the team tree is removed and you will no longer earn Residual Commissions, Override Matches, or other team-based compensation.
RidePro may suspend or terminate your membership immediately and without prior notice upon: (a) a material breach of this Membership Agreement; (b) any fraudulent, deceptive, or illegal activity; (c) a compliance requirement from Paymenture or a regulatory authority; or (d) any conduct RidePro determines creates legal liability or reputational harm to RidePro. Upon termination for cause, any accrued but undisbursed commissions may be forfeited. E-Wallet balances remain subject to Paymenture's terms following termination of this Agreement.
In the event of a dispute arising from or related to this Membership Agreement or the RidePro Marketplace, the parties shall first attempt to resolve the matter through good-faith direct communication initiated by contacting support@ridepro.com in writing.
If the dispute cannot be resolved within thirty (30) days of written notice, it shall be submitted to binding arbitration administered by the American Arbitration Association (AAA) under its then-current Commercial Arbitration Rules. Arbitration shall take place in the State of Delaware. Each party shall bear its own attorneys' fees and costs unless the arbitrator determines otherwise. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
You expressly waive any right to participate as a plaintiff or class member in any class action, collective action, or representative proceeding against RidePro. This waiver is a material term of this Agreement.
This Membership Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles. To the extent any matter is not subject to arbitration under Section 14, you consent to the exclusive jurisdiction of the state and federal courts located in the State of Delaware for resolution of such matter.
RidePro reserves the right to amend this Membership Agreement, the Marketplace Rules, the Fee Schedule, and the Compensation Schedule at any time. Material changes will be communicated to Members by email and by posting a notice in the Member account dashboard no fewer than thirty (30) days before the amendment takes effect. Your continued use of the RidePro Marketplace after the effective date of any amendment constitutes your acceptance of the revised terms. If you do not agree to an amendment, you may cancel your membership prior to the effective date pursuant to Section 13.
17.1 Entire Agreement; Severability; Precedence.
This Membership Agreement, together with the Marketplace Rules, Privacy Policy, Fee Schedule, Compensation Schedule, and your Membership Application, constitutes the entire agreement between you and RidePro and supersedes all prior agreements and understandings. If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force. In the event of a conflict between documents, the order of precedence is: (1) this Membership Agreement; (2) the Marketplace Rules; (3) the Fee Schedule and Compensation Schedule; (4) the Privacy Policy.
17.2 Assignment.
You may not assign, transfer, or delegate any rights or obligations under this Agreement without the prior written consent of RidePro. Any purported assignment without such consent is void. RidePro may assign this Agreement, in whole or in part, to any affiliate, successor, or acquirer without your consent.
17.3 Relationship of the Parties.
Nothing in this Membership Agreement shall create any agency, partnership, joint venture, employment, or franchisor-franchisee relationship between you and RidePro. You are an independent business owner solely responsible for all decisions regarding your business.
17.4 Notices.
Notices to RidePro shall be sent to support@ridepro.com. Notices to you shall be sent to the email address on file in your Member account. Notices are deemed delivered one (1) business day after sending by email.
17.5 Waiver.
Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce such provision in the future. All waivers must be in writing to be effective.
The following terms have the meanings assigned below throughout this Membership Agreement:
| Fee | Amount | Description |
|---|---|---|
| One-Time Application Fee (Starter Kit) | $25.00 | Paid once at account activation. Activates commission eligibility. Non-refundable after 72 hours. |
| Annual Membership Fee | $100.00 / yr $50.00 early adopter rate |
Required to maintain active membership status and commission eligibility. Account freezes if lapsed. |
| Monthly Subscription — Basic (RV1) | $25.00 / mo | Maintains one tracking center. Required to earn any commissions. Qualifies Member for Elite Rebate on personal purchases. |
| Monthly Subscription — Premium (RV1 + RV2 + RV3) | $75.00 / mo | Maintains three tracking centers. Unlocks full residual commission and override match income streams. Recommended for team builders. |
All fees are stated in United States Dollars. Changes to this Fee Schedule are effective after at least 30 days' prior written notice to Members. Early adopter annual membership rate of $50.00 is available for a limited time and is subject to change.
All rates, pool caps, and rank thresholds are subject to change with 30 days' prior notice. Income is not guaranteed. See the Income Disclosure in Section 8 of the Membership Agreement.
Earned on every ride completed or product sold. At the suggested rate of $1.00/min, active driving yields effective earnings of $45–$60/hour. Retail Profit on Member Services products is the margin between wholesale cost and member price.
One-time cash bonus paid when a new Member activates. Tiers: $25 (annual membership + kit); $50 (three-month subscription bundle); $75 (80+ RV in products); $100 (800+ RV in products).
25% cash rebate on personal RV purchases tracked through the RV1 tracking center each week. Half of generated RV rolls up to team volume; the other half funds the rebate. Not available on the activation order.
Up to 10% of the volume generated by the lower-volume leg of the Member's team tree each month. Cap: $20,000 per tracking center per month. Total pool capped at 40% of all platform RV; individual rates may adjust to 7–8% when many Members qualify simultaneously.
100% match of the Residual Commission earned by each Member you personally introduced — paid in addition to their earnings, not deducted from them. Continues as long as the Mentee maintains an active membership. Unlimited number of qualifying Mentees.
Unlocked when combined team volume crosses 6,000 RV. Eight rank levels up to 500,000 RV, each paying an escalating percentage of weak-leg volume. Total pool capped at 4% of all platform RV.
Awarded when a Member's team generates 400,000+ RV in a calendar month (one share per qualifying month, maximum three shares per quarter). At quarter close, 1% of all global platform RV is divided among qualifying Members proportional to their earned shares.
By submitting a Membership Application or using the RidePro Marketplace, you confirm that: (1) you have read and understood this Membership Agreement in its entirety, including the Marketplace Rules, Fee Schedule, and Compensation Schedule; (2) you have read and agreed to Paymenture's Terms and Conditions at paymenture.com/legal; (3) you understand that income from the Compensation Plan is not guaranteed and depends on your own activity and that of your team; (4) you are at least 18 years old or are duly authorized to bind the legal entity on whose behalf you are acting; and (5) you are entering this Agreement voluntarily.