Terms of Service

1. Acceptance of Terms

These Terms of Service (“Terms”) govern your access to and use of the Xpede Ad Platform (“Platform”), operated by Xpede Inc. (“Company,” “we,” “us,” or “our”), including our website at xpede.net and any related mobile applications, APIs, and services (collectively, the “Services”).

By creating an account, accessing, or using the Platform in any way, you (“User,” “you,” or “your”) acknowledge that you have read, understood, and agree to be bound by these Terms, along with our Privacy Policy, which is incorporated herein by reference.

If you do not agree to these Terms, you may not access or use the Services. If you are using the Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms.

2. Description of Service

Xpede is a QR code–based advertising platform that connects businesses (“Advertisers”) with independent taxi and rideshare vehicle operators (“Driver Partners”) to deliver real-world advertising campaigns. The Platform enables:

• Advertisers to create, manage, and track QR code advertising campaigns that appear on Driver Partner vehicles.
• Driver Partners to display QR stickers on their vehicles and earn commissions based on scan and conversion activity.
• Real-time analytics, campaign management, budget tracking, lead capture, and commission payout services for all participants.
• A multi-role dashboard accessible to Advertisers, Driver Partners, and platform Administrators.

Xpede acts solely as a technology intermediary and marketplace. We are not responsible for the content of advertiser campaigns (beyond platform compliance review), the conduct of Driver Partners on the road, or the actions of consumers who interact with QR codes.

3. User Accounts

3.1 Registration

To access certain features of the Platform, you must register for an account. You agree to provide accurate, current, and complete information during registration and to update that information as necessary to keep it accurate, current, and complete.

3.2 Account Security

You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must notify us immediately at support@xpede.net if you become aware of any unauthorised use of your account. We will not be liable for any loss or damage resulting from your failure to comply with this obligation.

3.3 Account Verification

We may require you to verify your email address or provide additional identity or business documentation before granting full access to certain Platform features. We reserve the right to refuse registration or suspend accounts that do not complete required verification steps.

3.4 One Account Per User

Each individual or legal entity may maintain only one active account per role (Advertiser or Driver Partner) unless expressly authorised by Xpede in writing. Operating multiple accounts to circumvent Platform rules, earn duplicate commissions, or abuse promotional credits is strictly prohibited.

4. Advertiser Terms

4.1 Campaign Content

Advertisers are solely responsible for all content, creative assets, landing pages, and offers associated with their campaigns (“Advertiser Content”). By submitting Advertiser Content, you represent and warrant that:

• You own or have all necessary rights, licences, and permissions to use and publish the Advertiser Content.
• The Advertiser Content does not violate any applicable laws, regulations, or third-party rights, including intellectual property, consumer protection, and advertising standards laws.
• The Advertiser Content is truthful, not misleading, and complies with all applicable advertising guidelines.
• The Advertiser Content does not contain material that is unlawful, defamatory, obscene, hateful, or otherwise objectionable.

4.2 Campaign Approval

All campaigns are subject to review and approval by Xpede before being distributed to Driver Partners. We reserve the right to reject, modify, or remove any campaign or Advertiser Content at our sole discretion, including but not limited to campaigns promoting alcohol, tobacco, gambling, adult content, weapons, or any product or service that Xpede deems inappropriate for display on public vehicles.

4.3 Budget & Spend

Advertisers set a campaign budget that is held in their Xpede wallet. Funds are debited as verified scan and conversion events occur. Unused budget may be withdrawn subject to our payment policy in Section 8. Xpede does not guarantee any minimum number of scans, conversions, or specific campaign outcomes.

5. Driver Partner Terms

5.1 Eligibility

To participate as a Driver Partner, you must: (a) be at least 18 years of age; (b) hold a valid driver’s licence and operate a legally registered vehicle; (c) maintain all required insurance coverage for your vehicle; and (d) comply with any local or state regulations applicable to vehicle-based advertising in your operating area.

5.2 QR Sticker Placement

Driver Partners agree to place Xpede-issued QR stickers on their vehicles in the locations and manner specified by Xpede. You must not deface, obscure, alter, or remove stickers during the campaign period without prior authorisation. Failure to maintain proper sticker placement may result in suspension of commission accrual.

5.3 Commission Eligibility

Commissions are earned on verified scan and conversion events that meet Xpede’s validation criteria. Xpede reserves the right to withhold or reverse commissions attributed to fraudulent, invalid, or suspicious activity, including but not limited to self-scanning, bot traffic, or coordinated scan abuse.

5.4 Independent Contractor Status

Driver Partners are independent contractors and not employees, agents, joint venturers, or partners of Xpede. You are solely responsible for all applicable taxes, insurance, and regulatory compliance associated with your driving activity and earnings from the Platform.

6. Prohibited Conduct

You agree not to engage in any of the following prohibited activities when using the Platform:

• Using the Platform for any unlawful purpose or in violation of any applicable laws or regulations.
• Attempting to gain unauthorised access to any portion of the Platform or any other systems connected to the Platform.
• Engaging in scan fraud, including artificially inflating scan or conversion counts through bots, scripts, or coordinated self-scanning schemes.
• Impersonating any person or entity or misrepresenting your affiliation with any person or entity.
• Uploading or transmitting any content that contains viruses, malware, or any other harmful code.
• Interfering with or disrupting the integrity or performance of the Platform or its related systems.
• Reverse-engineering, decompiling, or otherwise attempting to discover the source code of the Platform.
• Collecting or harvesting any personally identifiable information from the Platform without authorisation.
• Using the Platform to send unsolicited communications (spam) to any third party.
• Creating or submitting advertising campaigns for products or services that are illegal in the target jurisdiction.

7. Intellectual Property

7.1 Xpede’s Intellectual Property

The Platform, including all software, technology, trademarks, service marks, logos, text, graphics, and other content created by Xpede, is owned by or licensed to Xpede and is protected by applicable intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of the Platform without our express written permission.

7.2 Your Content

You retain ownership of any content you submit to the Platform (“User Content”). By submitting User Content, you grant Xpede a non-exclusive, worldwide, royalty-free, sublicensable licence to use, reproduce, display, and distribute that content solely for the purpose of operating and improving the Platform.

7.3 Feedback

If you provide Xpede with any suggestions, ideas, or feedback regarding the Platform (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free licence to use that Feedback for any purpose without any obligation to you.

8. Payments & Billing

8.1 Advertiser Billing

Advertisers must maintain a sufficient wallet balance to fund active campaigns. Campaign spend is deducted in real time as verified events are recorded. Xpede accepts major credit cards and other payment methods listed on the Platform. All charges are in US Dollars unless otherwise stated.

8.2 Driver Commission Payouts

Commissions are credited to Driver Partners’ Xpede wallets upon verification. Payouts are processed according to the schedule displayed in your driver dashboard. Xpede reserves the right to withhold payouts pending fraud review or if your account is under investigation.

8.3 Refunds

Unused advertiser wallet balances may be refunded upon written request, subject to a processing fee and verification period. Xpede will not refund amounts attributed to verified campaign spend. All refund requests should be submitted to support@xpede.net.

8.4 Taxes

You are responsible for all applicable taxes, levies, and duties associated with your use of the Platform. Driver Partners are solely responsible for reporting and paying taxes on commissions earned through Xpede.

9. Disclaimers

THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. XPEDE EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Xpede does not warrant that the Platform will be uninterrupted, error-free, or secure, that defects will be corrected, or that the Platform is free of viruses or other harmful components. Xpede does not guarantee any specific advertising results, including minimum scan counts, conversion rates, or return on ad spend.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL XPEDE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM.

In no event shall Xpede’s total aggregate liability to you for all claims arising out of or relating to these Terms or your use of the Platform exceed the greater of: (a) the total amounts paid or payable by you to Xpede in the twelve (12) months immediately preceding the claim; or (b) one hundred US dollars (USD $100).

11. Indemnification

You agree to defend, indemnify, and hold harmless Xpede and its officers, directors, employees, agents, and licensors from and against any claims, liabilities, damages, losses, and expenses, including reasonable legal fees, arising out of or in any way connected with: (a) your access to or use of the Platform; (b) your violation of these Terms; (c) your Advertiser Content or User Content; (d) your infringement of any intellectual property or other right of any person or entity; or (e) any fraudulent activity conducted through your account.

12. Termination

Either party may terminate these Terms and your access to the Platform at any time. You may close your account by contacting support@xpede.net. Xpede may suspend or terminate your account immediately, without prior notice or liability, if:

• You breach any provision of these Terms.
• We determine, in our sole discretion, that your continued use poses a risk to the Platform or other users.
• You engage in fraudulent, abusive, or otherwise inappropriate activity.
• We are required to do so by law or regulatory authority.

Upon termination, all licences granted to you under these Terms will immediately cease. Any outstanding verified commissions owed to Driver Partners will be paid in accordance with our standard payout schedule, provided no fraud investigation is pending. Any unused advertiser wallet balance will be refunded subject to Section 8.3.

13. Governing Law & Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law principles. Any dispute arising out of or relating to these Terms or your use of the Platform shall first be subject to informal good-faith negotiation between the parties.

If informal resolution fails, disputes shall be resolved by binding arbitration in Orange County, California, in accordance with the rules of the American Arbitration Association, except that either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm pending arbitration. You waive your right to participate in any class action lawsuit or class-wide arbitration.

14. Changes to These Terms

We may update these Terms from time to time to reflect changes to our services, technology, or legal requirements. When we make material changes, we will notify you by email (sent to the address associated with your account) or through a prominent notice on the Platform at least fourteen (14) days before the changes take effect.

Your continued use of the Platform after the effective date of the updated Terms constitutes your acceptance of those changes. If you do not agree to the updated Terms, you must stop using the Platform and close your account.

15. Contact Us

If you have any questions, concerns, or requests regarding these Terms of Service, please contact us: