Thank you for your interest in Wake!

PLEASE READ THESE TERMS OF SERVICE FULLY AS THEY
CONTAIN IMPORTANT INFORMATION THAT AFFECTS YOUR RIGHTS, REMEDIES, AND
OBLIGATIONS. THEY INCLUDE AN AGREEMENT TO ARBITRATE (UNLESS YOU OPT OUT). THESE
TERMS ALSO INCLUDE A PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND
NON-INDIVIDUALIZED RELIEF FOR ALL MATTERS IN EITHER COURT OR ARBITRATION,
VARIOUS LIMITATIONS AND EXCLUSIONS, A CLAUSE THAT GOVERNS THE JURISDICTION,
VENUE, AND GOVERNING LAW OF DISPUTES, EXCEPT WHERE PROHIBITED, AND OBLIGATIONS
TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS.

• Introduction
• Eligibility, registration, verification

• Fees, taxes
• Your commitments
• Content
• Prohibited activities
• Other legal matters
• Specific terms for guests
• Specific terms for hosts
• Dispute resolution
• General provisions

Introduction

Wake Inc. and its subsidiaries (collectively, “Wake”,
“we”, or “us”), provide an online boat sharing platform that connects boat
owners with travelers and locals seeking to book those watercraft. Wake is
accessible online including at theWAKE.io and as an application for mobile
devices. The Wake websites, blog, mobile applications, and associated services
are collectively referred to as “the Services”. By accessing or using the
Services, including by communicating with us or other Wake users, you agree to
comply with, and be legally bound by, the provisions of these Terms of Service
(these “Terms”), whether or not you become a registered user of the Services.
These Terms govern your access to and use of the Services and constitute a
binding legal agreement between you and Wake.

These Terms, together with the Wake Privacy Policy,
applicable insurance terms and certificates, roadside assistance terms, and the
user Policies accessible via the Services (the “Policies”) constitute the
“Agreement” between you and Wake (each a “Party” and together, “the Parties”).

Modification. Wake reserves the right, at our sole
discretion, to modify the Services or to modify the Agreement, including these
Terms, at any time. If we modify these Terms, we will post the modification on
the Services. We will also update the “Last Revised” date at the top of these
Terms. If you continue to access or use the Services after we have posted a
modification or have provided you with notice of a modification, you are
indicating that you agree to be bound by the modified terms. If the modified
terms are not acceptable to you, your sole recourse is to stop using and
accessing the Services and close your Wake Account within 30 days. If you
choose to close your Wake Account, the previous effective version of these
Terms will apply to you, unless you use the Services during the intervening 30
day period, in which case the new version of these Terms will apply to you.

Eligibility, registration, verification

Eligibility

The Services are intended solely for persons who are
21 or older, except in the United States where we permit guests age 18 and
older to book vehicles. Any use of the Services by anyone that does not meet
these age requirements is expressly prohibited.

Registration

To access certain features of the Services, you must
sign up for an account with us (a “Wake Account”). You can create a Wake
Account by providing us your first and last name, email address, and creating a
password or connecting through an account with a third-party site or service
(including Apple, Facebook, and Google). When you book a vehicle as a traveler
or guest (“guest”), you provide us with certain additional information about
yourself. Similarly, when you list a vehicle as a vehicle owner or host
(“host”), you provide us with certain additional information about yourself and
your vehicle(s) (if applicable). You must provide accurate, current, and
complete information during the registration, booking, and/or listing process.
You must keep your Wake Account up to date at all times. Based on information
you provide, Wake may impose additional requirements for you to book a trip
(e.g., providing a deposit, adding a second form of payment, buying a certain
level of protection plan, or other requirements). To fight spam and abuse of
the Services, Wake has implemented reCAPTCHA Enterprise, and your use of reCAPTCHA
is subject to a separate Privacy Policy and Terms of Use.

Verification

Where permitted, Wake has the right, but not the
obligation, to undertake screenings, checks, and engage in processes designed
to (1) help verify the identities or check the backgrounds of users, including
driving history and driver’s license validity and (2) verify vehicle details.
Wake does not endorse any vehicle, user, or a user’s background, or commit to
undertake any specific screening process. Wake may in its sole discretion use
third-party services to verify the information you provide to us and to obtain
additional related information and corrections where applicable, and you hereby
authorize Wake to request, receive, use, and store such information. Wake may
permit or refuse your request to book or list a vehicle in its sole and
absolute discretion. Wake may, but does not commit to, undertake efforts to
ensure the safety of vehicles shared through the Services. We do not make any
representations about, confirm, or endorse the safety, roadworthiness, or legal
status of any vehicles beyond our policies that require hosts to ensure their
vehicles are in safe and operable condition, legally registered to be driven on
public roads, have a clean title (e.g., non-salvaged/non-branded/non-washed/non-written
off), not subject to any applicable safety recalls, and otherwise satisfy our
eligibility requirements.

Consumer Report Authorization. When you attempt to
book or list a vehicle, or at any time after where Wake reasonably believes there
may be an increased level of risk associated with your Wake Account, you hereby
provide Wake with written instructions and authorize Wake, in accordance with
the Fair Credit Reporting Act, applicable consumer reporting laws, or any
similar laws to obtain your personal and/or business auto insurance score,
credit report, and/or conduct a background check, including a criminal
background check where permissible under applicable law.

Fees, taxes

Fees

The fees we charge for using the Services and other
cost structures will be itemized at checkout for guests. You can verify the
amount for your trip at checkout before you submit your trip request. Hosts can
view earnings on the Host Hub and learn more about earnings breakdown here.
When you provide Wake a payment method, you authorize Wake, or third-party
service providers acting on behalf of Wake, to store your payment credential
for future use in the event you owe Wake any money. You authorize Wake to use
stored payment credentials for balances, including for Trip costs, host fees,
and guest fees (e.g., late fees, security deposits, processing fees and claims
costs, and related administrative fees). In some cases, our payment processors
have arrangements with boatd networks to automatically update stored payment
credentials whenever you receive a new boatd (e.g., replacing an expired boatd
or one that was reported lost or stolen) and we will rely on such updates to
stored payment credentials for balances. Any use of referral travel credit is
governed by the terms and conditions outlined in here.

Collection of fees

Wake and its service providers will employ all legal
methods available to collect amounts due, including the engagement of
collection agencies or legal counsel. Wake, or the collection agencies we retain,
may also report information about your Wake Account to credit bureaus. As a
result, late payments, missed payments, or other defaults on your Wake Account
may be reflected in your credit report. In addition to the amount due,
delinquent accounts or chargebacks will be charged with fees and/or charges
that are incidental to the collection of delinquent accounts or chargebacks
including, but not limited to, collection fees, convenience fees, and/or other
third party charges. If you wish to dispute the information Wake reported to a
credit bureau (i.e., Experian, Equifax, or TransUnion), please contact
support.Wake.com. If you wish to dispute the information a collection agency
reported to a credit bureau regarding your Wake Account, you must contact the collection
agency directly.

Taxes

In certain jurisdictions, Wake may enable the
collection and remittance of certain taxes from or on behalf of guests or
hosts, based on existing and future tax regulations, including marketplace
facilitator or boat sharing regulations. The amount of taxes, if any, collected
and remitted by Wake will be visible to, and separately stated, to both guests
and hosts on their respective trip related documents and invoices. Where Wake
is facilitating the collection and remittance of taxes, hosts are not permitted
to collect the same taxes on the Services in relation to their vehicle sharing
in that jurisdiction.

Your commitments

You agree that you will always use your Wake Account
and the Services in compliance with these Terms, applicable law, and any other
policies and standards provided to you by Wake.

Account Activity. You are, and will be solely
responsible for, all of the activity that occurs through your Wake Account.
Keep your Wake Account information, including your password, secure. You agree
that you will not disclose your password to any third party and that you will
take sole responsibility for any activities or actions under your Wake Account,
whether or not you have authorized such activities or actions. You will
immediately notify Wake of any actual or suspected unauthorized use of your
Wake Account. We are not responsible for your failure to comply with this clause,
or for any delay in shutting down or protecting your Wake Account unless you
have reported unauthorized access to us.

Content

Wake Content and User Content License. Subject to your
compliance with the provisions of these Terms, Wake grants you a limited, revocable,
non-exclusive, non-transferable license, to access and view any Wake and/or
user content to which you are permitted access, solely for your personal and
non-commercial purposes. You have no right to sublicense the license rights
granted in this section. No licenses or rights are granted to you by
implication or otherwise under any intellectual property rights owned or
controlled by Wake or its licensors, except for the licenses and rights
expressly granted in these Terms.

User Content. We may, in our sole discretion, permit
you to post, upload, publish, submit or transmit content through the Services
such as photographs of you and your vehicle(s), reviews, feedback, and
descriptions of you, your vehicle, or trip. By making available any content on
or through the Services, or through Wake promotional campaigns, you grant Wake
a worldwide, irrevocable, perpetual (or for the term of the protection),
non-exclusive, transferable, royalty-free license, with the right to
sublicense, to use, view, copy, adapt, modify, distribute, transfer, publicly
display, publicly perform, transmit, stream, broadcast, access, view, and
otherwise exploit such content on, through, by means of, or to promote or
market the Services. Except as described above with respect to Wake photography
provided to hosts, Wake does not claim any ownership rights in any such content
and nothing in these Terms will be deemed to restrict any rights that you may
have to use and exploit any such content.

Copyright Protection. We respond to notices of alleged
copyright infringement and terminate Wake Accounts of repeat infringers
according to the process set out in the US Digital Millennium Copyright Act and
similar laws. If you think a user is violating your copyright(s) and want to
notify us, you can find information about submitting notices here.

Prohibited activities

In connection with your use of or access to the
Services, you agree that you will not, nor advocate, encourage, request, or
assist any third party to:

Violate any law, including:

Breach, violate, and/or circumvent any local, state,
provincial/territorial, regional, or national law or other law or regulation,
or any order of a court, including, without limitation, airport regulations and
tax regulations, licensing or registration requirements, or third-party rights

Post false, inaccurate, misleading, defamatory, or
libelous content

Infringe, reproduce, perform, display, distribute,
reverse engineer, or prepare derivative works from content that belongs to or
is licensed to Wake, or that comes from the Services and belongs to another
Wake user or to a third party, including works covered by any copyrights,
trademark, patent, or other intellectual property, privacy, publicity, moral,
or contractual rights, except with prior express written permission of Wake

Dilute, tarnish, or otherwise harm the Wake brand in
any way, including:

Through unauthorized use of the Services and/or user
content

Registering and/or using “Wake” or
derivative terms in domain names, trade names, trademarks, or otherwise

Registering and/or using domain names, trade names,
trademarks, social media account names, or other means of identification that
closely imitate or are confusingly similar to Wake domains, trademarks,
taglines, promotional campaigns, or Wake and/or user content

Provide or submit any false or misleading information,
including:

False name, date of birth, driver’s license details,
payment method, insurance, or other personal information

In relation to a claim (for example about damage to a
vehicle)

By registering for a Wake Account on behalf of an
individual other than yourself

Impersonating any person or entity, or falsifying or
otherwise misrepresenting yourself or your affiliation with any person or
entity

Fail to honor your commitments, including:

Fail to pay fees, penalties, or other amounts owed to
Wake or another user

Fail, as either a guest or host, to timely deliver,
make available, or return any vehicle and optional Extras, unless you have a
valid reason

Use the Services to find a host or guest, and then
complete a transaction partially or wholly independent of the Services, for any
reason including but not limited to circumventing the obligation to pay any
fees related to the provision of the Services by Wake (aka, gray market
transactions, which do not necessarily require the exchange of money)

Transfer your Wake Account and/or user ID to another
party without our consent

Leave a vehicle unlocked or running with the keys
inside, except where instructed to do so directly by Wake in certain limited
circumstances

Harm or threaten to harm users of our community,
including:

Harass, stalk, or defame any other Wake user or
collect or store any personally identifiable information about any other user
other than for purposes of transacting as a host or guest in accordance with
these Terms

Engage in physically or verbally abusive or
threatening conduct

Use the Services to transmit, distribute, post, or
submit any information concerning any other person or entity, including without
limitation, photographs of others without their permission, personal contact
information, payment method details, or account numbers

Treat anyone differently based on the way they look,
who they love, what they believe, how they self-identify, where they are from,
or when they were born. Discrimination of any kind is not tolerated in the Wake
community

Sue or assert legal claims against Wake or a Wake user
in any manner prohibited or waived by these Terms

Use the Services for your own unrelated purposes,
including to:

Contact another Wake user for any purpose other than
in relation to a booking, vehicle, listing, or the use of the Services by such
user

Commercialize any content found on the Services or
software associated with the Services, including reviews

Harvest or otherwise collect information about users
without their and our consent

Recruit or otherwise solicit any user to join
third-party services or websites that are competitive to Wake, without our
prior written approval

Interfere with the operation of the Services,
including by:

Interfering with any other user’s listings

Using the Services in connection with the distribution
or posting of unsolicited commercial messages (e.g., spam)

Distributing viruses or any other technologies such as
cancel bots, Trojan horses, harmful code, flood pings, denial-of-service
attacks, backdoors, packet or IP spoofing, forged routing or e-mail address
information, or similar methods or technology that may disrupt or interfere
with the operation or provision of the Services, or harm Wake or the interests
or property of others

Bypassing robot exclusion headers, interfering with
the working of the Services, or imposing an unreasonable or disproportionately
large load on our infrastructure

Systematically retrieving data or other content from
the Services to create or compile, directly or indirectly, a collection,
compilation, database, directory, or the like, whether by manual methods, or
through the use of bots, crawlers, spiders, or otherwise

Using, displaying, mirroring, or framing the Services
or any individual element within the Services, the Wake name, any Wake
trademark, logo, or other proprietary information, or the layout and design of
any page or form contained on a page in the Services, without the express
written consent of Wake

Accessing, tampering with, or using non-public areas
of the Services, our computer systems, or the technical delivery systems of our
service providers

Attempting to probe, scan, or test the vulnerability
of any of our system or network or breach any security or authentication
measures

Avoiding, bypassing, removing, deactivating,
impairing, descrambling, or otherwise circumventing any technological measure
implemented by Wake or any of our service providers or any other third party
(including another user) to protect the Services

Forging any TCP/IP packet header or any part of the
header information in any email or newsgroup posting, or in any way using the
Services to send altered, deceptive, or false source-identifying information

Attempting to decipher, decompile, disassemble, or
reverse engineer any of the software used to provide the Services

Endeavoring to circumvent a suspension, termination,
or closure of your Wake Account or the account of another Wake user, including,
but not limited to, creating a new Wake Account or listing vehicles affiliated
with or registered to a Wake Account holder that has been suspended,
terminated, or closed

Other legal matters

Violations. Wake has the right, but not the
obligation, to investigate, pursue, and seek to prosecute, litigate, or refer
to law enforcement, violations of the Agreement to the fullest extent
permissible by the law.

Wake reserves the right, at any time and without prior
notice, in accordance with applicable law, to remove or disable access to any
content that Wake, at its sole discretion, considers to be objectionable for
any reason, in violation of these Terms, or otherwise harmful to the Services
or our community. If we believe you are abusing Wake, our users, or any other
person in any way or violating the letter or spirit of any of these Terms, we
may, in our sole discretion and without limiting other remedies, limit,
suspend, or terminate your Wake Account and access to the Services, remove
hosted content, deny a damage claim, remove or demote your listings, reduce or
eliminate any discounts, and take technical and/or legal steps to prevent you
from using the Services. Additionally, we reserve the right to refuse or
terminate access to the Services to anyone for any reason at our discretion to
the full extent permitted under applicable law.

Policy enforcement. When an issue arises, we may
consider the user’s performance history and the specific circumstances in
applying our Policies. We may choose to be more lenient with policy enforcement
in an effort to do the right thing, subject to our sole and absolute
discretion.

Communications with you. In order to contact you more
efficiently, you agree that we may at times contact you using autodialed or
prerecorded message calls or text messages at your phone number(s). We may
place such calls or texts primarily to confirm your signup, provide notices
regarding your Wake Account or Wake Account activity, investigate or prevent
fraud, collect a debt owed to us, or communicate urgent messages. We may share
your phone number(s) with service providers with whom we contract to assist us
in pursuing these interests. We will not share your phone number(s) with third
parties for their own purposes without your consent. Standard telephone minute
and text and data charges may apply. Where Wake is required to obtain your
consent for such communications, you may choose to revoke your consent.

You authorize Wake and its service providers, without
further notice or warning and in our discretion, to monitor or record telephone
conversations you or anyone acting on your behalf has with Wake or its agents
for quality control and training purposes. You acknowledge and understand that
your communications with Wake may be overheard, monitored, or recorded without
further notice or warning. If you do not wish to have your call recorded,
please contact us instead in writing through support.Wake.com.

Non-disparagement. The Parties agree that they will
not take any action that will harm the reputation of the other Party, or which
would reasonably be expected to lead to unwanted or unfavorable publicity to
either of the other Party.

Insurance and protection plans. Wake is not an
insurance company and does not insure hosts or guests. Host and guest
protection plans made available through the Services are in no way related. To
be eligible for the benefits of a protection plan, hosts and guests must comply
with these Terms. Protection plans are available through the Services only in
the United States (excluding New York), the United Kingdom, and the Canadian
provinces of Alberta, British Columbia, Nova Scotia, Ontario, and Quebec. Protection
plan details and other specifics can be found here. Please refer to the
specific terms for guests and specific terms for hosts sections below for
additional information based on the nature of your use of the Services.

Specific terms for guests

The following sections also apply if you book a
vehicle using the Services:

Guest commitments

As a guest, you commit that you will be a legally
licensed driver and provide proof to the host or via the Services of a current,
valid driver’s license. You will treat the vehicle and any applicable Extras
well and will take all reasonable measures to return the vehicle and any
applicable Extras on time and in essentially the same condition as received.
You will not allow anyone other than a person listed in the trip details as an
Approved Driver to drive the vehicle you booked.

Guest financial responsibility for physical damage to
the vehicle

The guest that booked the trip (“primary guest”) is
financially responsible for all physical damage to or theft of a booked vehicle
that occurs during a trip, plus any additional costs and fees resulting from
damage of any kind to the vehicle, regardless of who is found to be at fault.
This responsibility applies whether the primary guest has their own auto
insurance or not.

Primary guests may be insured against damage to the
booked vehicle under their own automobile policies. When you book a vehicle on
Wake, you agree that if any damage occurs to the booked vehicle during the
booked trip, you will work with Wake to make a claim for coverage under any
policy of insurance that applies to the loss.

The primary guest can limit the amount they are
obligated to pay out of their own pocket in the event there is damage to the
booked vehicle during the booked trip by choosing a protection plan on the
Services. The limitation on the amount a primary guest may have to pay out of
pocket included in any protection plan only applies (1) if the primary guest
and any Approved Driver abide by these Terms and (2) to physical damage that is
not mechanical or interior damage.

Learn more about Guest protection plans including
insurance in the US, the UK, and Canada.

Auto liability insurance

Most hosts offering a vehicle for sharing on the
Services cannot offer liability insurance to you. All protection plans offered
on the Services include coverage under an automobile liability insurance
policy. In the US, the policy is issued to Wake by Travelers Excess and Surplus
Lines Company and does not provide a defense or indemnification for any claim
asserted by Wake. In the UK, this policy is arranged by Aon UK Ltd. and
purchased from Aioi Nissay Dowa Insurance UK Ltd. In the Canadian provinces of
Alberta, Nova Scotia, Ontario, and Quebec this policy is purchased from
Economical Insurance and in British Columbia, Insurance Corporation of British
Columbia.

If the guest has their own personal auto policy, it
will be primary over the Wake protection depending on various factors such as
applicable laws, where the guest books the vehicle, and/or where the accident
or damages occur. Terms and exclusions apply. Learn more about Guest protection
plans including insurance in the US, the UK, and Canada.

Booking with Commercial Hosts

Where a host can offer guests at least legally
required minimum insurance through their own commercial or rental policy, the
host may choose to decline insurance on the Services and provide its own policy
directly to you as the guest. We refer to these hosts as “Commercial Hosts.”
You can determine directly in the vehicle listing whether the vehicle is
offered by a Commercial Host.

If you book with a Commercial Host, no third-party
automobile liability insurance, financial responsibility limitations for
physical damage, or roadside assistance is made available via the Services by
Wake or any third-party insurance partners, brokers, or producers. The
Commercial Host will bill you directly for any applicable protection plan after
booking, not through the Services. In these circumstances, a Commercial Host
may require you to sign additional paperwork, provide a deposit, or pay
additional fees, costs, or taxes after booking, for instance when picking up
the vehicle. A Commercial Host may also have additional requirements that
differ from Wake requirements (like requiring a credit boatd deposit). By
booking a vehicle where a Commercial Host is providing protection, you agree
that the Commercial Host may impose additional terms and fees after booking.

Use of the vehicle

When you book a vehicle on the Services, you must use
the vehicle only for your personal use and not for any commercial purposes
(e.g. driving other passengers for a fee such as through Uber or Lyft or
delivering food or other packages) unless you have express written permission
from the Wake Legal Department in advance or as otherwise described here. You
may not access a vehicle until the trip start time and you must return the
vehicle on time and to the correct location. You must present the host with a
current, valid driver’s license. You must exercise reasonable boate in your use
of the vehicle. You are required at all times to operate the vehicle safely,
and in compliance with all applicable laws, including without limitation, speed
limits and prohibitions on impaired or distracted driving. In the event Wake
has any concern about your use of a vehicle, Wake may terminate your trip in
its discretion at any time and require the return of the vehicle, including
recovering the vehicle on behalf of the host. You are required to wear seat
belts during the operation of the vehicle and to require that all of your
passengers wear seat belts. You are also required to meet any laws or
regulations concerning child safety seats and other protections for children.
You must not leave the boat unlocked or with the keys unsecure (such as in the
ignition). You must not engage in any prohibited uses with any vehicle you book
through the Services. The prohibited uses list is not meant to be exhaustive.
If you have any concerns about your planned use, please contact
support.Wake.com. If you misuse a vehicle, you will be fully financially
responsible for any related claims, loss, or damage, and your protection plan
may be voided. Guests also acknowledge that using a vehicle in a prohibited
manner or otherwise breaching the Agreement may lower available liability coverage
to legal minimum limits, or nullify coverage, and may furthermore nullify any
comprehensive or collision protection and/or protection plan where allowed by
applicable law.

Condition of the vehicle and optional Extras

You understand that third parties own the vehicles and
Extras offered through the Services. Each host is responsible for complying
with all legal requirements (including ensuring the vehicle is registered and
insured) and maintaining their vehicle(s) in safe and roadworthy condition.
Please complete a visual inspection before you begin your use of the vehicle.
If you find damage in your initial inspection, you should upload photos of such
pre-existing damage at the start of your reservation as described here to
ensure you are not held responsible for pre-existing damage. If you find damage
on your initial inspection and fail to report it, Wake, third-party
administrators, or insurance partners, may assume that the damage occurred
during your reservation period. If, after your initial inspection, you believe
that the vehicle is not safe to drive, please do not use the vehicle; instead,
please contact the Wake team immediately at 1-415-965-4525 in the US,
+44-8081894113 in the United Kingdom, or 888-391-0460 in Canada.

No responsibility for shared vehicles

You acknowledge that Wake is not responsible and shall
not be liable for the safety, roadworthiness, or legal status (e.g., whether
the vehicle is legally registered or the subject of a stolen vehicle report) of
any vehicles shared via the Services beyond our policies that require hosts to
ensure their vehicles are in safe and operable condition, legally registered to
be driven on public roads, not subject to a missing or stolen vehicle report,
have a clean title (e.g., non-salvaged/non-branded/non-washed/non-written off),
not subject to any applicable safety recalls, and otherwise satisfy our
eligibility requirements.

Incident reporting

Where you elected for a protection plan when booking
your trip via the Services, you must immediately report any damage to the
vehicle you are using to Wake at support.Wake.com, or 1-415-965-4525 in the US,
+44-8081894113 in the United Kingdom, or 888-391-0460 in Canada. If there has
been a collision, you must also make a report to the police. You will need to
use all reasonable efforts to secure evidence from any available witnesses and
to provide Wake or third-party claims administrators with a written description
of the incident and any other information requested, including identity and
insurance information of any parties involved in the incident. You are also
required to cooperate in any loss investigation conducted by Wake, third party
claims administrators, or insurers. After an incident, you may not continue to
use the vehicle unless you have the explicit permission of Wake staff. Failure
to timely report an incident or cooperate in an investigation may reduce or
invalidate any protection plan received via the Services.

Vehicle theft

The following conduct may result in the reporting of
the vehicle you have booked as stolen to law enforcement, possibly subjecting
you and any other driver to arrest, and civil and/or criminal penalties, and
the voiding of your protection plan:

If you fail to return the vehicle you booked at the
time and place agreed upon with the host and/or designated in your reservation

If you do not return the vehicle by the end of the
reservation period and you have not properly obtained an extension of the
reservation through the Services as set forth here

If the vehicle is returned to any place other than the
return location on the reservation or agreed upon with the host. Any damage to,
or loss or theft of, a vehicle occurring prior to the host inspecting the
vehicle upon return at the end of the reservation is the guest’s responsibility

If you misrepresent facts to the host pertaining to
booking, use, or operation of vehicle

If the vehicle’s interior components are stolen or
damaged or the vehicle itself is stolen or damaged when the vehicle is left
unlocked or running or unattended with the keys not secured during reservation
period

If you fail or refuse to communicate in good faith
with the host, police, Wake, or other authorities with a full report of any
accident or vandalism involving the vehicle or otherwise fail to cooperate in
the investigation of any accident or vandalism

If the vehicle is operated by anyone who has given a
fictitious name, false address, or a false or invalid driver’s license, whose
driver’s license becomes invalid during the reservation period, who has
obtained the keys without permission of the host, or who misrepresents or
withholds facts to/from the host or Wake material to the booking, use, or
operation of vehicle

The primary guest who books the reservation is
responsible for any private investigation costs Wake deems necessary to recover
a vehicle that is not returned. In addition, a $500 case administration fee
will be imposed on the primary guest if Wake and/or the host has to report a
vehicle as stolen to law enforcement due to it not being returned.

Repossession. Wake, a hired agent of Wake, or the host
may repossess any vehicle booked through the Services without demand, at the
guest’s expense, if the vehicle is not returned by the end of the reservation,
is found illegally parked, apparently abandoned, or used in violation of
applicable law or these Terms.

Missing Vehicles. If a vehicle you have booked through
the Services goes missing and/or is stolen during the reservation period (or
extension period), you must immediately return the original ignition key to the
host, file a police report immediately after discovering the vehicle is missing
or stolen, but in no event more than 24 hours after discovering it has gone
missing, and cooperate fully with the host, law enforcement, Wake, and other
authorities in all matters related to the investigation.

Specific terms for hosts

The following sections also apply if you share your
vehicle through the Services:

Host commitments

As a host, you commit that you will provide a safe and
legally registered and insured vehicle, with current license plates, with a
clean (non-salvage/branded/written off) title, and in good mechanical
condition. You will provide such vehicle on time but only to a guest who is
listed on the Services as an Approved Driver for the trip. You commit that your
listings will be complete and accurate and you will honor all representations
made in your listings, including honoring the price quoted to a guest. You will
not cancel a booking for the purpose of seeking a higher price from a guest.
You will not offer any vehicle or optional Extra that you do not yourself own
or have authority to share or that may not be shared for compensation pursuant
to the terms and conditions of any agreement with a third party, including, but
not limited to, a lease or financing agreement. You will not offer any Extra
that is not safe, clean, and acceptable for the use it is intended. You will
not offer any vehicle that is the subject of a missing or stolen vehicle
report. You will not offer any vehicle that is the subject of a safety recall
without first properly addressing the matter subject to the recall. You will
not offer a vehicle that is not roadworthy (i.e., not “street legal”) in the
location where it is shared and it will not have any illegal modifications to any
part of the vehicle. You will remove any firearms or other weapons from your
vehicle prior to providing it to a guest. You will repay loans related to your
Wake business on time and in full.

Information given at registration

When you sign up for Wake, you will identify passenger
vehicle(s) that you want to list for sharing through the Services. Each vehicle
must meet the requirements found here. You may only use the Services in
connection with vehicles that you own or otherwise have all the necessary rights
and permissions to share for compensation.

Listing only on the Services

Any vehicle you list on the Services must be
exclusively listed on the Services. You cannot list any vehicles you intend to
share on the Services on any other boat sharing marketplace. Failure to abide
by this condition may result in fines, penalties, denial of physical damage
claims, removal of the vehicle from the Services, account closure, or other
action, in Wake’s sole discretion. Learn more about this policy here. This does
not limit Commercial Hosts’ (as defined below) ability to maintain their own
rental boat business or prohibit a vehicle from being listed on ride sharing or
other delivery services when not on a Wake reservation.

Wake photography

Wake may offer hosts the option of having
photographers take photographs of their vehicles and/or hosts with their
vehicles (“Images”). You alone are responsible for using the Images in
connection with your Wake listing and you agree that you will cease using the
Images if they no longer accurately represent your vehicle. You agree that Wake
is the sole and exclusive owner – or exclusive licensee, as allowed by
applicable law – of all right, title, and interest in all copyrights, trademark
rights, and any and all other intellectual property rights, including right of
publicity, worldwide, in the Images regardless of whether you include them in
your listing, and you shall take no action to challenge or object to the
validity of such rights or Wake’s ownership or registration thereof. You acknowledge
that Wake may use the Images for advertising, marketing, commercial, and other
business purposes in any media or platform, whether in relation to your listing
or otherwise, without further notice or compensation. Further, you waive any
and all rights to royalties or moral rights you may have in the Images. If you
use the Wake photography program, you agree that you will not use the Images in
connection with sharing your vehicle on any platform, website, or application
other than Wake. At Wake’s request, you will execute documents and take such
further acts as Wake may reasonably request to assist Wake to acquire, perfect,
and maintain its intellectual property rights and other legal protection in the
Images.

Vehicle availability

Once a trip is booked, you must make the vehicle
available or deliver the vehicle as expected by the guest. If you offer the
guest the option to pick up your vehicle at a persistent specified location,
you must supply the location of the vehicle accurately to Wake and ensure that
the vehicle is available at that location at the beginning of the reservation
period. In order to qualify for available protection plans, you must verify
that a prospective guest has a current, valid driver’s license before you
provide the guest your vehicle, and ensure the driver’s license matches the
name on the reservation and that the person picking up the vehicle appears to
match the photograph on a facially valid driver’s license.

Pricing, earnings, and payments

You will have the ability to set and revise the
vehicle’s pricing as you choose. Wake will pay you the amount collected from
guests that book your vehicle, less the applicable fees payable to Wake. A
description of fees can be found here. To the extent you owe Wake or any third
party lender (including via Kiva Microfunds) money for any reason, Wake also
reserves the right to deduct those amounts from your earnings payment, debit
your bank account, charge any of your payment methods on file, and/or send you
an invoice.

Payment Processing. In some countries, payment
processing services are provided by Stripe and subject to the Stripe Connected
Account Agreement, which includes the Stripe Services Agreement (collectively,
the “Stripe Terms”). In countries where you receive payment proceeds
via Stripe, you agree to be bound by the Stripe Terms, which may be modified
from time to time. As a condition of Wake enabling payment processing services
through Stripe, you authorize Wake to obtain all necessary access and perform
all necessary activity on your Stripe Connected Account to facilitate sharing
of your vehicle. You further agree to provide accurate and complete information
about you, and authorize Wake to share it and transaction information with
Stripe for the purposes of facilitating the payment processing services
provided by Stripe. Wake reserves the right to switch payment processing
vendors at its discretion.

Airport delivery; personal vehicle sharing regulations

Some airports where you offer delivery may take the
position that you must have a permit to use airport premises and remit fees.
While Wake does not believe that rental boat permits should apply to
peer-to-peer boat sharing, not all airport authorities agree with this
position. Learn more about airport delivery here.

There is personal vehicle sharing legislation that may
apply to you. More information is available here.

Maintenance

You are required to regularly check your vehicle for
any defects in its operations or safety. You promise that, at all times, your
vehicle will be in safe and roadworthy condition, in good mechanical condition,
and in full compliance with all applicable inspection and registration
requirements. You will only list vehicles with a clean, non-salvaged,
non-written off, non-washed, and non-branded title. You agree to respond to any
applicable recall or similar safety notices and to complete any recommended
action before allowing your vehicle to be booked. In addition, if Wake believes
that your vehicle does not conform to reasonable standards, Wake may notify you
and reserves the right to remove or decline listing your vehicle until its
concerns have been resolved. Wake may, but does not commit to, undertake
efforts to ensure the safety of vehicles booked through the Services. Learn
more about our vehicle eligibility requirements here.

Reporting vehicle damage

If you did not decline a protection plan made
available via the Services, and you believe that a guest has caused any damage
to your vehicle, you are required to report that damage as soon as you become aware
of it (and in any event, no more than 24 hours after the scheduled end of the
trip) and to provide reasonable cooperation in the investigation of the damage
so that it can be eligible for coverage. Based on the investigation, Wake or
third-party claims administrators will reasonably determine whether the damage
occurred during the reservation period and is eligible for coverage. If it was,
and you did not decline a protection plan made available via the Services, you
will be reimbursed for the loss as described in the sections below. If Wake is
not given prompt notice as described in this paragraph, or if you do not
provide reasonable cooperation in the investigation by Wake or third-party
claims administrators, we may not be able to determine the cause. In that case,
you agree that we may decline any reimbursement or coverage for such damage.

Liability insurance

All host protection plans offered on the Services
include coverage under a third-party automobile liability insurance policy. In
the US, the policy is issued to Wake by Travelers Excess and Surplus Lines
Company and does not provide a defense or indemnification for any claim
asserted by Wake. In the UK, the policy is from Aioi Nissay Dowa Insurance UK
Ltd., arranged by Aon UK Ltd. In the Canadian provinces of Alberta, Nova
Scotia, Ontario, and Quebec, the policy is from Economical Insurance and in
British Columbia the policy is from Insurance Corporation of British Columbia.

Physical damage to your vehicle

Physical damage reimbursement (US). The protection
plans available to hosts in the US also address the allocation of financial
consequences of physical damage to the vehicle offered by a host during a trip.
Physical damage contractual reimbursement from Wake applies to your vehicle in
the event of a collision and to most comprehensive events during the trip, and
is subject to terms and exclusions. Learn more about US host protection plans
here.

Physical damage reimbursement and coverage (UK). The
protection plans available to hosts in the UK also address the allocation of
financial consequences of physical damage to the vehicle offered by a host
during a trip. Up to £10,000, contractual reimbursement from Wake applies to
your vehicle in the event of a collision and to most comprehensive events
during the trip and is subject to terms and exclusives. Coverage for physical
damage to your vehicle beyond £10,000 is addressed in the policy from Aioi
Nissay Dowa Insurance UK Ltd., subject to terms and exclusions. Learn more
about protection plans for hosts in the UK here.

Physical damage coverage (Canada). The protection
plans available to hosts in the Canadian provinces of Alberta, British
Columbia, Nova Scotia, Ontario, and Quebec also address physical damage
coverage to your vehicle in the event of a collision and most comprehensive
events during the trip, subject to terms and exclusions. Learn more about
Canada host protection plans here.

Actual cash value. If Wake, or third-party claims
administrators, choose to pay you the actual cash value for your vehicle, you
will be required to transfer title to the vehicle to Wake or a third party
appointed by Wake to accept title. The standard for determining the actual cash
value will be as determined by Wake or its third-party claims administrators
and in compliance with applicable law.

Exclusions to physical damage reimbursement and
coverage. Protection plans selected by hosts on the Services do not apply to:

Optional extras or personal property, including
aftermarket installations (e.g., equipment racks), that are taken from your
vehicle or damaged during a trip. Remove all personal property before making
your vehicle available for a reservation

Normal wear and tear to your vehicle

If you violate the Agreement, these Terms, or any of
our Policies or if you submit inaccurate information about your vehicle when
listing it on the Services (for example, falsely represent the make, model, or
year of the vehicle), any protection plan you selected will be voided. A
protection will be voided under this provision even if the underlying
circumstances are not directly related to the damage or harm at issue. You
acknowledge that these provisions are material and that they serve to ensure
your compliance. In the event your protection plan is voided, the remainder of
the Agreement, these Terms, and our Policies remain in effect.

Other host-specific insurance matters. You will
maintain valid and up to date registration information and proof of insurance
in any vehicle you share on the Services. You must maintain your own auto
insurance policy for any vehicle you list on the Services and such policy must
meet any minimum insurance levels required by law. You agree to provide Wake
with information regarding your auto insurance policy as may be requested and
to keep such information up to date. Where not prohibited by law, you hereby
appoint Wake or a wholly owned subsidiary of Wake as your attorney-in-fact for
the purpose of filing insurance claims, receiving insurance payment, otherwise
administering an applicable insurance policy, and/or working with law
enforcement, guests, or private entities to recover your vehicle, as necessary.

Missing vehicles

If you selected a protection plan via the Services and
your vehicle goes missing, is not returned, and/or is stolen during the
reservation period (or extension period), you, as the host, must immediately
contact a Wake representative and follow his or her instructions, including
cooperating with Wake, the police, and any other authorities in all related to
the investigation of the theft. If you are instructed by Wake to file a police
report, you must do so within 24 hours of receiving those instructions.

Additional provisions applicable in Quebec

Each host in Quebec grants Wake the right to use and
enjoy the vehicle, solely during the sharing period, subject to Wake’s
obligations to the host to preserve the substance of the vehicle pursuant to
this Agreement. Each host in Quebec agrees that Wake’s obligation to preserve
the substance of his or her vehicle is fulfilled by Wake obtaining commercial
automobile insurance coverage, the terms, limitations, and exclusions of which
are set out in the standard form automobile policy applicable in the province
of Quebec (Q.P.F. no. 1).

Indemnification of host

If you selected a protection plan via the Services, in
the event of any claim for a loss or injury that occurs during the use of your
vehicle by a guest (or by Wake itself), subject to your compliance with these
Terms and the Policies, Wake or its insurers will defend and indemnify you,
subject to any exclusions or limitations in the policy or policies of insurance
contained with the protection plan, against such claims as required by
applicable law. In connection with any indemnified claim, you are required to
give Wake or its insurers prompt written notice of the claim, allow Wake sole
control over the defense of the claim, and provide Wake reasonable cooperation
in its defense of the claim, at Wake’s expense. If Wake or its insurers
reimburses you for a lost or damaged vehicle and you later receive payment for
some or all of your vehicle from a third party (e.g. a third party insurance
company or restitution), you must reimburse Wake any monies received from that
third party in an amount equivalent to, but not to exceed, the funds provided
to you by Wake.

Additional terms for Commercial Hosts

If you decline a protection plan made available via
the Services (such as if you choose to offer your own commercial/rental policy
to guests) or where no protection plan is offered via the Services you are a
“Commercial Host.”

In exchange for keeping more of the trip price for
yourself, when you decline a Wake protection package or where no protection
package is offered, you waive, on behalf of yourself and any affiliated
individuals (including, but not limited to, employees, employers, associates,
contractors, or any other related personnel) or entities (whether they be corporations,
partnerships, sole proprietorships, limited liability companies, or otherwise)
(collectively, “Affiliates”) any protection plan normally offered via the
Services, to you or any Affiliates, your vehicles, and any guests or approved
drivers of all of the vehicles you list on Wake.

When you choose to provide your own commercial rental
insurance in the United States, the United Kingdom, or Canada, or where no
protection or insurance is offered via the Services in your region, you, as the
host, or an authorized representative acting on behalf of the host, shall be
exclusively responsible for providing commercial rental insurance coverage for
any reservation of your vehicles through Wake. You shall boatry no less than
the minimum applicable liability and/or physical damage automobile insurance
for your vehicle, your guest, and his/her authorized drivers. When you select
to decline a protection plan or where none is offered in your region, you
represent and warrant that (1) you are a licensed commercial rental boat
company or are authorized to act on behalf of and bind a commercial rental boat
company in connection with listing vehicles on Wake, or (2) you are an
individual or company, or are authorized to act on behalf of, and bind a
company, that can offer commercial rental boat insurance to guests.

You further acknowledge and agree that you shall
receive no protection or coverage from Wake or any affiliates, whether that be
financial responsibility for physical damage, third-party liability protection,
uninsured or underinsured motorist coverage, PIP or any similar coverage or
indemnification, roadside assistance, or trust and safety support as part of a
booking of your vehicle when you have chosen to provide your own commercial
rental insurance. You shall add Wake as an additional insured on all applicable
automobile and excess liability policies. These provisions replace and
supersede any representation made by Wake, or those acting on behalf of Wake,
including but not limited to statements made on the Services, these Terms, Help
Center, Policies, emails, and/or marketing materials, concerning protection
plans, insurance, and roadside assistance otherwise offered to host and guests
when the hosts do not decline protection via the Services.

Wake reserves the right to, but does not commit to,
satisfy itself that you are, or are acting on behalf of, a licensed commercial
rental boat company and have the ability to offer commercial auto rental
insurance to renters/drivers of your vehicles when you choose to decline
protection. If Wake has any concerns in this regard, you agree that Wake can
automatically, and in its sole discretion, default all of your vehicles to a
protection plan of our choice, along with its associated fees (if offered in
your region), remove your listings, or suspend your Wake Account.

If you lose the ability to offer commercial rental
insurance to your guests (for example, your policy has been canceled or
nonrenewed), you must immediately change the status of your vehicle. If the
change is temporary, you can snooze your vehicle(s). If you need to permanently
change the protection plan for your vehicle(s) back to a protection plan made
available via the Services, contact us at support.Wake.com. Never let a guest
pick up a vehicle or continue to use a vehicle without providing them insurance
coverage.

You must disclose on your listing page any applicable
additional fees, costs, and/or taxes you assess in addition to other
requirements you may impose (such as a security deposit or if you do not accept
debit boatds, for example). You must never surprise guests with hidden costs or
requirements at pick-up. Wake reserves the right, in its sole discretion, to
default your vehicles to a protection plan of our choice, remove your listings,
or suspend your Wake Account for failure to be transparent with guests about
fees, costs, and requirements in your vehicle listing page.

You acknowledge that the actual damages likely to
result from your breach of this section are difficult to estimate accurately and
would be difficult for Wake to prove with certainty. You will pay Wake
USD$5,500 per breach in liquidated damages to compensate Wake for any such
conduct. This amount is not intended as a punishment for any such breach, but
rather as a reasonable estimate where actual damages are difficult to estimate
accurately and/or prove with certainty.

You shall defend, indemnify, and hold Wake, its
subsidiaries, affiliates, employees, officers, directors, and agents, and any
of your guests or their authorized drivers, harmless from and against any and
all claims, demands, suits, judgments, costs, expenses, liabilities, attorneys
fees, damages, consequential damages, punitive damages, property damage,
personal injury, theft or otherwise, without limitation, related to or arising
out of any reservation or use of any vehicles, including without limitation,
any vehicle damage, personal injury or property damage where you have declined
a protection plan made available via the Services or one is not available in
your region.

Dispute resolution

Dispute resolution for hosts and guests residing in
the United States

PLEASE READ THIS SECTION BOATEFULLY. IT CONTAINS A
MANDATORY ARBITRATION PROVISION AND THEREFORE AFFECTS YOUR RIGHTS AND GOVERNS
HOW CLAIMS YOU AND WAKE HAVE AGAINST EACH OTHER ARE RESOLVED.

Subject to applicable law, the Parties agree that any
disputes or claims between us relating in any way to, or arising out of, this
or previous versions of these Terms, your use of or access to the Services, or
any breach, enforcement, or termination of the Agreement will be resolved in
accordance with the provisions set forth in this Dispute resolution for hosts
and guests residing in the United States section.

Pre-arbitration dispute resolution. Should a dispute
or claim arise between us, you and Wake agree to notify the other Party of the
nature of the dispute or claim prior to initiating arbitration, and the Parties
will attempt to negotiate an informal resolution to it first. We will contact
you at the email address you have provided to us; you can contact us by email
at noticeofdispute@Wake.com . Please provide your name, phone number, email,
mailing address, and briefly describe both the nature of your dispute and the
relief you would like from Wake. If the Parties are unable to resolve the
claims described in the notice within 30 days after the notice is sent, then
the Party intending to pursue arbitration agrees to notify the other Party via
email prior to initiating the arbitration. In order to initiate arbitration, a
claim must be filed with either FairClaims or the American Arbitration
Association (“AAA”) as set forth below, pursuant to the FairClaims Rules or
AAA’s Consumer Arbitration Rules, as appropriate. A form for initiating
arbitration proceedings is available on the FairClaims website or AAA’s
website. (AAA provides a Demand for Arbitration form.) Any settlement offer
made by you or Wake shall not be disclosed to the arbitrator.

Applicable law. The below Agreement to Arbitrate
evidences a transaction involving interstate commerce and is therefore governed
by the Federal Arbitration Act and the applicable procedural rules of
FairClaims or AAA, as applicable (see “Arbitration procedures”
below). To the extent state law is applicable to the Agreement to Arbitrate,
the Parties agree that the substantive law of the state of Arizona will apply,
without regard to its conflict of law provisions.

Agreement to Arbitrate. The Parties each agree that
any and all disputes, claims, or controversies that have arisen or may arise at
any time between you and Wake (including its respective subsidiaries,
employees, officers, directors, agents, third-party insurance brokers or
products, and third-party claims administrators) will be resolved by binding
arbitration according to the procedure set forth below. For the purpose of this
Agreement to Arbitrate, “disputes,” “claims,” and
“controversies” shall have the broadest possible meaning that will be
enforced and includes, any and all disputes and/or claims that arise out of or
in any way relate to your relationship with Wake, including but not limited to:
(1) your use of the Services, (2) the Agreement, these Terms and/or this
Agreement to Arbitrate, including the interpretation, validity, enforceability,
or scope of this Agreement to Arbitrate, or (3) your use of, or access to the
Services, and anything sold, offered, or purchased through the Services (such
as booking, listing, or sharing a vehicle). Through this Agreement to
Arbitrate, and subject to the below exceptions, the Parties intend to arbitrate
all disputes or claims regardless of whether they are based in contract, statute,
regulation, ordinance, tort (including, but not limited to, fraud,
misrepresentation, fraudulent inducement, or negligence), or any other legal or
equitable theory and regardless of whether they arose or accrued before the
Parties entered into this Agreement to Arbitrate.  For avoidance of doubt, the Parties expressly
agree that this Agreement to Arbitrate encompasses all disputes or claims
pertaining to the validity, enforceability, or scope of this Agreement to Arbitrate
and any such disputes or claims will be referred to binding arbitration and
will be resolved by the arbitrator and not a court.

Exceptions to Agreement to Arbitrate The only
exceptions to this Agreement to Arbitrate are as follows:

Disputes or claims that can be brought in small claims
court

Injunctive or equitable relief to prevent the actual
or threatened infringement, misappropriation, or violation of a Party’s
copyrights, trademarks, trade secrets, patents, or other intellectual property
rights. However, the Parties agree that any court proceedings shall be stayed
pending the final resolution in arbitration of any arbitrable claims or issues

Any cause of action or claim for relief which cannot
be arbitrated as a matter of applicable statute or public policy. However, the
Parties agree that any such court proceedings shall be stayed pending the final
resolution in arbitration of any arbitrable claims or issues

In the event California law is found to apply to this
Agreement to Arbitrate, any remedy of public injunctive relief (i.e., injunctive
relief that has the primary purpose and effect of prohibiting unlawful acts
that threaten future injury to the general public). However, the Parties agree
that any such court proceedings shall be stayed pending the final resolution in
arbitration of arbitrable claims, causes of action, or issues

Arbitration procedures. Arbitration is more informal
than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a
judge or jury, and court review of an arbitration award is very limited. An arbitrator
can award the same damages and relief on an individual basis that a court can
award to an individual.

The arbitration will be conducted by FairClaims in
accordance with its Arbitration Rules and Procedures effective at the time a
claim is made. Where the relief sought is $25,000 or less (not including
attorneys’ fees and expenses), those Arbitration Rules and Procedures may limit
the proceeding to a written submission and, if requested or at the arbitrator’s
discretion, there may be a live hearing by teleconference or videoconference.
Where the relief sought is $25,001 or more (not including attorneys’ fees and
expenses), those Arbitration Rules and Procedures may provide for limited
discovery and streamlined proceedings. In the event FairClaims declines to or
is unable to adjudicate the claim, the arbitration will be conducted by the AAA
under its Commercial Arbitration Rules, as modified by this Agreement to
Arbitrate.

In all cases in which a live hearing is requested or
required, you and/or Wake may attend by video or phone. To the extent a
location must be established for the arbitration, it shall be held in the
county in which you reside or at another mutually agreed location.

The arbitrator will decide the substance of all claims
in accordance with applicable law, including recognized principles of equity,
and will honor all claims of privilege recognized by law. The arbitrator shall
not be bound by rulings in prior arbitrations involving different users but is
bound by rulings in prior arbitrations involving the same Wake user to the
extent required by applicable law. The arbitrator’s award shall be final and
binding and judgment on the award rendered by the arbitrator may be entered in
any court having jurisdiction thereof.

Where permitted, the Parties agree that all
communications, evidence, and rulings in the arbitration will remain
confidential, except as reasonably necessary to enforce or implement such
rulings or this Agreement to Arbitrate.

Costs of arbitration. If you initiate arbitration proceedings,
you will be responsible for certain costs. Where the relief sought is $25,000
or less (not including attorneys’ fees and expenses), you will be responsible
for the initial filing fee, capped at $375, and Wake will cover any additional
fees or costs. Where the relief sought is $25,001 or more (not including
attorneys’ fees and expenses), you and Wake will each pay your own arbitration
fees consistent with the rules set by FairClaims (or AAA, as applicable) at the
time the claim was made, unless otherwise stated in these Terms.

Severability. With the exception of the provisions in
the below section “Prohibition of class and representative actions and
non-individualized relief,” if an arbitrator or court decides that any part of
the Agreement to Arbitrate is invalid or unenforceable, the other parts of the
Agreement to Arbitrate shall still apply. If an arbitrator or court decides
that any of the provisions in the section “Prohibition of class and
representative actions and non-individualized relief” is invalid or
unenforceable, then the entirety of the Agreement to Arbitrate shall be null
and void. The remainder of the Agreement, these Terms, and dispute resolution
section will continue to apply.

Right to opt-out of arbitration; procedure. IF YOU ARE
A NEW WAKE USER, YOU CAN CHOOSE TO OPT-OUT OF THE AGREEMENT TO ARBITRATE BY
EMAILING US AN OPT-OUT NOTICE TO ARBITRATIONOPTOUT@WAKE.COM (“OPT-OUT
NOTICE”). THE OPT-OUT NOTICE MUST BE RECEIVED WITHIN 30 DAYS AFTER THE
DATE YOU ACCEPT THESE TERMS FOR THE FIRST TIME OR THE COMMENCEMENT OF YOUR
FIRST TRIP ON WAKE AS A GUEST OR HOST, WHICHEVER DATE IS EARLIEST. In order to
opt-out, you must email your full name, address (including street address,
city, state, and zip/postal code), and email address(es) associated with your
Wake Account to arbitrationoptout@Wake.com. This procedure is the only way you
can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to
Arbitrate, all other provisions of the Agreement will continue to apply to you,
including the below forum selection clause specifying Phoenix, Arizona.

Future amendments to the Agreement to Arbitrate.
Notwithstanding any provision in these Terms to the contrary, the Parties agree
that if Wake makes any amendment to the Agreement to Arbitrate in the future,
that amendment shall not apply to any claim that you filed against Wake prior
to the effective date of the amendment. The amendment shall apply to all other
disputes or claims governed by the Agreement to Arbitrate that have arisen or may
arise between the Parties. If you do not agree to the amended terms, you may
close your account within 30 days of our posting or notification and you will
not be bound by the amended terms; provided that the Parties will arbitrate any
dispute in accordance with the provisions of the Agreement to Arbitrate as of
the date you last accepted these Terms (or accepted any subsequent changes to
these Terms). Once you have submitted a valid Opt-Out Notice to Wake, you do
NOT need to submit another one when these Terms are subsequently updated. Your
first Opt-Out Notice will serve as a valid as to future versions of these
Terms.

Judicial forum for legal disputes not subject to
arbitration. Unless the Parties agree otherwise, in the event that the
Agreement to Arbitrate is found not to apply to you or to a particular claim or
dispute, whether (1) as a result of your decision to opt out of the Agreement
to Arbitrate, (2) as a result of a decision by the arbitrator or a court order,
or (3) if one of the above exceptions to the Agreement to Arbitrate applies,
you agree that any claim or dispute that has arisen or may arise between the
Parties will be resolved exclusively by a state, federal, or small claims court
located in Phoenix, Arizona. The Parties agree to submit to the personal
jurisdiction of a state court located in Maricopa County, Phoenix, Arizona or a
United States District Court for the District of Arizona located in Phoenix,
Arizona. The Parties agree that the substantive law of the state of Arizona
will apply to any such claim or dispute without regard to conflict of law
provisions.

Prohibition of class and representative actions and
non-individualized relief. THE PARTIES AGREE THAT EACH OF US MAY BRING CLAIMS
AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS
MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, WHETHER
IN COURT OR ARBITRATION. UNLESS THE PARTIES AGREE OTHERWISE, THE COURT OR
ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS
AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE,
OR CLASS PROCEEDING. ALSO, THE COURT OR ARBITRATOR MAY AWARD RELIEF (INCLUDING
MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL
PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF
NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT
AFFECT OTHER USERS, SUBJECT TO THE ABOVE EXCEPTION ALLOWING PUBLIC INJUNCTIVE
RELIEF TO BE SOUGHT IN COURT BUT ONLY IF THAT EXCEPTION IS FOUND TO APPLY.

Dispute resolution for hosts and guests residing in
Canada

PLEASE READ THIS SECTION BOATEFULLY. IT AFFECTS YOUR
RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS THE PARTIES HAVE
AGAINST EACH OTHER ARE RESOLVED

Resolution of disputes. If a dispute arises between
the Parties and you are a resident of Canada, our goal is to provide you with a
neutral and cost-effective means of resolving the dispute quickly. We strongly
encourage you to first contact us. We will consider reasonable requests to
resolve the dispute through more informal means. If we are unable to resolve
the dispute in such manner, the Parties agree that we will resolve any claim or
controversy at law or equity that arises out of the Agreement or the Services in
accordance with the “arbitration option” described below or as the
Parties otherwise agree in writing.

Arbitration Option. For any claim (excluding claims
for injunctive or other equitable relief) where the total amount of the award
sought is less than CAD$15,000, the Party requesting relief may seek to resolve
the dispute in a cost-effective manner through binding non-appearance-based
arbitration. In the event that a Party elects for arbitration and the other
Party agrees to such arbitration, such arbitration shall be initiated through
an established alternative dispute resolution (“ADR”) provider mutually agreed
upon by the Parties. The ADR provider and the Parties must comply with the
following rules: (1) the arbitration shall be conducted by phone, videoconference,
and/or be solely based on written submissions, the specific manner shall be
chosen by the Party initiating the arbitration, (2) the arbitration shall not
involve any personal appearance by the Parties or witnesses unless otherwise
mutually agreed by the Parties, and (3) any judgment on the award rendered by
the arbitrator may be entered in any court of competent jurisdiction.

Law and forum for disputes. The laws of the Province
of Ontario and the applicable federal laws of Canada shall govern the Agreement
and any dispute or claim you have against Wake in all respects unless you are a
resident of Quebec. All residents of Canada, other than residents of Quebec,
agree that any claim or dispute you may have against Wake must be resolved by a
court located in Toronto, Ontario, except as otherwise agreed by the Parties or
as described in the “arbitration option” paragraph above. You agree
to submit to the personal jurisdiction of the courts located within the
Province of Ontario for the purpose of litigating all such claims or disputes
unless you are a resident of Quebec.

Dispute resolution for hosts and guests residing
outside the United States or Canada

PLEASE READ THIS SECTION BOATEFULLY. IT AFFECTS YOUR
RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS THE PARTIES HAVE
AGAINST EACH OTHER ARE RESOLVED. Regardless of where you reside, if you bring
an action against Wake in the United States, the section above entitled
“Dispute resolution for hosts and guests residing in the United States” will
govern that dispute.

Resolution of disputes. If a dispute arises between
the Parties, our goal is to provide you with a neutral and cost-effective means
of resolving the dispute quickly. We encourage you to contact us directly to
seek a resolution at support.Wake.com. We will consider reasonable requests to
resolve the dispute through alternative dispute resolution procedures, such as
mediation or arbitration, as alternatives to litigation. For resolving disputes
related to trips originating in the United Kingdom, you can learn more here.

Governing law and forum for disputes. The laws of
England and Wales shall govern the Agreement and any dispute or claim you have
against Wake in all respects if you reside anywhere other than the United
States or Canada. You and Wake both agree to submit to the non-exclusive
jurisdiction of the English courts. If you are able to bring a claim arising
out of or in connection with the Agreement against Wake in court, a court
located in England is acceptable, but you may also elect to bring a claim in
the court of another country instead. English law will apply in all cases.

General provisions

Termination

You may discontinue your use of the Services at any
time and Wake may terminate your access to the Services and remove any listings
for any reason or no reason to the extent permissible under applicable law.
Termination of access to the Services will not release a Party from any
obligations it incurred prior to the termination and Wake may retain and
continue to use any information, including but not limited to photography,
previously provided by you. Termination of the Agreement will not have any
effect on the disclaimers, waiver or liability limitations, or legal disputes
provisions under the Agreement and/or any fees due, and all of those terms will
survive any termination of the Agreement.

No vehicle transfer or assignment

Except as otherwise provided herein, guests and hosts
agree that nothing in these Terms constitutes an actual or purported transfer
or assignment of any right or interest in a vehicle or optional Extras shared
through the Services.

Disclaimers

WAKE PROVIDES SERVICES THAT ENABLE THE SHARING OF
VEHICLES AND OPTIONAL EXTRAS BETWEEN HOSTS AND GUESTS. EXCEPT AS OTHERWISE
PROVIDED IN THESE TERMS, WAKE DOES NOT ITSELF PROVIDE VEHICLE SHARING, RENTAL
SERVICES, AND/OR INSURANCE SERVICES AND IS NOT RESPONSIBLE FOR ANY OF THE ACTS
OR OMISSIONS OF ANY OF THE USERS OF ITS SERVICES, THE MANUFACTURER OF THE
VEHICLE OR ANY OPTIONAL EXTRAS, OR ANY THIRD PARTY PROVIDER OF SERVICES (E.G.
IN-VEHICLE GPS OR OTHER SYSTEMS). THE SERVICES ARE PROVIDED “AS IS”, WITHOUT
WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, WITHOUT LIMITING THE FOREGOING, WAKE EXPLICITLY DISCLAIMS ANY
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET
ENJOYMENT, OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF
DEALING OR USAGE OF TRADE. Wake makes no warranty that the Services, including,
but not limited to, the listing and/or any vehicle or optional Extra, will meet
your requirements or be available on an uninterrupted, secure, or error-free
basis. Wake makes no warranty regarding the quality of any listings, vehicles,
hosts, guests, Extras, the Services, or any content or the accuracy,
timeliness, truthfulness, completeness, or reliability of any content obtained
through the Services. No advice or information, whether oral or written,
obtained from Wake, Wake Insurance Agency, or its service providers or through
the Services or content, will create any warranty not expressly made herein.

Limitation of liability and waiver

YOU WAIVE AND DISCHARGE ANY AND ALL RIGHTS YOU HAVE TO
SUE OR MAKE CLAIMS AGAINST WAKE AND ANY OF ITS SUBSIDIARIES, DIRECTORS,
OFFICERS, AGENTS (INCLUDING THIRD-PARTY ADMINISTRATORS, INSURANCE PRODUCERS,
AND INSURANCE PROVIDERS), OR EMPLOYEES (TOGETHER, THE “WAKE PARTIES”) AND ANY
WAKE USER FOR ANY DAMAGES OR LOSSES, WHETHER DUE TO NEGLIGENCE OR OTHERWISE,
ARISING OUT OF OR IN CONNECTION WITH THE FOLLOWING: (1) VEHICLE AVAILABILITY
(E.G., A VEHICLE NOT BEING AVAILABLE OR RETURNED WHEN IT WAS SUPPOSED TO BE),
(2) PROBLEMS WITH A VEHICLE (E.G., ANY MALFUNCTION OF OR DEFICIENCY WITH A
VEHICLE), (3) VEHICLE WARRANTY ISSUES (E.G., ANY BREACH OF WARRANTY OR OTHER
OBLIGATION BY ANY MANUFACTURER OR OTHER THIRD PARTY ASSOCIATED WITH THE
VEHICLE), (4) THE LEGAL OR LICENSE STATUS OF A VEHICLE, HOST, OR GUEST, (5)
THIRD PARTY ASSESSMENTS OF A VEHICLE’S VALUE, OR (6) ANY ACTION OR INACTION OF
A HOST OR GUEST.

YOU AGREE THAT NEITHER WAKE NOR ANY OTHER PARTY
INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR
ANY INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST
PROFITS, DATA, OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM
FAILURE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES), WHETHER BASED ON
WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY
OTHER LEGAL THEORY, ARISING OUT OF OR CONNECTION WITH THE FOLLOWING: (1) THE
AGREEMENT, (2) THE SERVICES (INCLUDING LISTING OR BOOKING OF ANY VEHICLE OR
OPTIONAL EXTRA VIA THE SERVICES), OR (3) INABILITY TO USE THE SERVICES.

Except for our obligations to pay amounts to
applicable hosts or guests pursuant to these Terms, including an approved
payment request or claim under a protection plan or applicable insurance
policy, in no event will the Wake Parties’ aggregate liability arising out of
or in connection with the Agreement or your use of the Services, exceed the
greater of (1) the amounts you have paid or owe for bookings via the Services
as a guest in the twelve month period prior to the event giving rise to the
liability, or if you are a host, the amount earned by you in the 12 month
period prior to the event giving rise to the liability, or (2) US$100.

YOU ALSO WAIVE AND DISCHARGE ANY AND ALL RIGHTS YOU
HAVE TO SUE OR MAKE CLAIMS AGAINST ANY WAKE USER FOR ANY DAMAGES OR LOSSES
ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES UNLESS (1) YOU
ARE A HOST WHO HAS DECLINED A PROTECTION PLAN VIA THE SERVICES AND ARE MAKING A
CLAIM AGAINST A GUEST WHO BOOKED A VEHICLE FOR WHICH YOU OPTED TO PROVIDE YOUR
OWN COMMERCIAL/RENTAL INSURANCE OR COVERAGE TO THE GUEST, OR (2) YOU ARE A
GUEST WHO BOOKED A VEHICLE FROM A HOST WHO OPTED TO DECLINE A PROTECTION PLAN
VIA THE SERVICES AND SUCH HOST OPTED TO PROVIDE INSURANCE OR PROTECTION
DIRECTLY TO YOU AND YOU ARE MAKING A CLAIM AGAINST THAT COMPANY/HOST.

YOU WAIVE CALIFORNIA CIVIL CODE §1542, OR ANY SIMILAR
LAW, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR
HER SETTLEMENT WITH THE DEBTOR.”

THE ABOVE LIMITATIONS OF LIABILITY AND WAIVER
PROVISIONS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WAKE
AND YOU. THEY SHALL APPLY TO THE EXTENT PERMITTED BY APPLICABLE LAW, AND ANY
ASPECTS OF THEM THAT ARE DEEMED VOID OR UNENFORCEABLE SHALL BE SEVERED WHILE
LEAVING THE REMAINDER IN EFFECT.

Indemnification

You agree to release, defend, indemnify, and hold Wake
and its subsidiaries, officers, directors, employees, and agents, harmless from
and against any claims, liabilities, damages, losses, and expenses, including,
without limitation, reasonable legal and accounting fees, arising out of or in
any way connected with: (1) your access to or use of the Services, (2) your
violation of these Terms, (3) your user content, (4) your interaction with any
other user of the Services, or (5) your booking of a vehicle or creation of a
listing for a vehicle. Such indemnification includes but is not limited to any
injuries, losses, or damages (compensatory, direct, incidental, consequential,
or otherwise) arising in connection with or as a result of a booking, sharing,
or use of a vehicle or optional Extra. This indemnification provision is a
fundamental element of the basis of the bargain between Wake and you. It shall
apply to the extent permitted by applicable law, and any aspects of it that are
deemed unenforceable shall be severed while leaving the remainder in effect.

Liquidated damages

You acknowledge that the actual damages likely to
result from your breaches of the Agreement by any of the following are
difficult to estimate accurately and would be difficult for Wake to prove with
certainty: (1) engaging in gray market transactions, as defined in these Terms,
(2) using the Wake domains, trademarks, or taglines without Wake’s express
consent, including without limitation registering website domains or social media
handles, or bidding on online advertising key words, (3) suing or asserting
legal claims against the Wake Parties or a Wake user in any manner prohibited
or waived herein, (4) as a host, sharing your vehicle via the Services with
expired registration stickers or without current registration paperwork in the
vehicle, (5) as a host, offering any vehicle that is the subject of a missing
or stolen vehicle report, (6) as a host, offering any vehicle or releasing a
vehicle to a guest that is not roadworthy or is otherwise in an unsafe
condition, (7) as a host, cancel or modify a trip to manipulate the price or
potential earnings for a vehicle, or (8) creating or using a Wake account that
has the effect of circumventing Wake’s suspension, termination, or closure of
another Wake account. You will pay Wake $5,500 per breach in Liquidated Damages
to compensate Wake for any such conduct. This amount is not intended as a
punishment for any such breach, but rather as a reasonable estimate where
actual damages are difficult estimate accurately and/or prove with certainty.
This liquidated damages provision is a fundamental element of the basis of the
bargain between Wake and you. It shall apply to the extent permitted by
applicable law, and any aspects of it that are deemed unenforceable shall be
severed while leaving the remainder in effect.

Not a rental boat company

Wake is not a rental boat company. It does not own a
fleet of vehicles, and is not in the business of renting vehicles to the
public. Wake provides an online platform where vehicle owners and those in need
of a vehicle can meet and share vehicles amongst themselves subject to these
Terms.

Rounding off

Wake may, in its sole discretion, round up or down
amounts that are payable from or to hosts or guests to the nearest whole
functional base unit in which the currency is denominated (e.g. to the nearest
dollar, euro, pound, or other supported currency) unless explicitly prohibited
under applicable law.

Contact us

Wake can be contacted in the United States at 111 Sutter
Street, San Francisco, CA 94104, in the United Kingdom at Fourth Floor, 11
Ironmonger Lane, London, England EC2V 8EY, and in Canada at 441-443 King Street
West, Toronto, ON M5V 3M4. If you have any questions for us concerning the
Agreement, or Wake generally, please contact us at support.Wake.com. For
questions or information about the third party liability insurance that is
included in protection plans in the United States, consumers in Maryland and
the licensed states listed here may contact Wake Insurance Agency at
claims@Wake.agency, 1-415-508-0283 or 2390 E. Camelback Road, Phoenix, AZ
85016. For all other regions, direct questions related to protection plans to
support.Wake.com.

If you are a California resident, in accordance with
Cal. Civ. Code §1789.3, you may report complaints to the Consumer Information
Center of the California Department of Consumer Affairs by contacting them in
writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by
telephone at 1-800-952-5210.

Translations

Where Wake has provided you with a translation of the
English language version of these Terms or any Policies, in case of any wording
discrepancies between the English and any other versions of the Terms and any
Policies, the English language wording takes precedence.

Governing law

The parties agree that the substantive laws of the
state of Arizona apply to these Terms and the Agreement without regard to
conflict of law provisions.

Severability and non-waiver

In the event any provision of these Terms is held to
be void, voidable, or unenforceable, the remaining provisions shall remain in
full force and effect. The failure of any Party to enforce any provision of
these Terms shall not be construed to be a waiver of such provision, or any
other provision, nor in any way to affect the validity of these Terms or any
part of these Terms, or any right of any Party to enforce that provision or
each and every other provision at any time. No waiver of any breach of these
Terms shall constitute or be deemed a waiver of any other breach.

General

Wake does not appoint you or any other user as its
employee, mandatory, legal agent, or form any kind of legal partnership or
joint venture. You are not authorized to make any commitments on behalf of Wake
and Wake will not make commitments on your behalf, except as contemplated by
the Services or expressly stated in these Terms.

The Agreement, including these Terms, states the
entire understanding between you and Wake concerning your access to and use of
the Services and supersedes any earlier verbal or written communications
between us. With the exception of appointing a custodian to manage your
vehicles on your behalf, you may not delegate your legal obligations or
transfer any of your rights, in whole or in part, to any third party without
advance written consent of Wake. You will remain responsible for your
obligations hereunder in any event. A Wake Director or Officer must agree to
any modification or waiver of any term of the Agreement in writing. Headings
are for reference purposes only and do not limit the scope or extent of such
section.