Information Services Agreement

Last update: June 11, 2016

This Information Services Agreement (“Agreement”) constitutes a legal agreement between you, an individual (“you”) and WelcomeTaxi Ltd, a Business Company registered in British Virgin Islands with number 1886550 and with Registered Office: 3A Little Denmark Complex, 147 Main St., Road Town, Tortola VG 1110, BVI (“Company” or “WelcomeTaxi”).

Company provides lead generation to independent providers of rideshare or peer-to-peer (collectively, “P2P”) passenger transportation services using the WelcomeTaxi Services (as defined below). The WelcomeTaxi Services enable an authorized transportation provider to seek, receive and fulfill requests for transportation services from a user of WelcomeTaxi information services accessible via WelcomeTaxi website or by phone. You desire to enter into this Agreement for the purpose of accessing and using the WelcomeTaxi Services.

You acknowledge and agree that Company is an information services provider that does not provide transportation services.

In order to use the WelcomeTaxi Services, you must agree to the terms and conditions that are set forth below. Upon your execution (electronic or otherwise) of this Agreement, you and Company shall be bound by the terms and conditions set forth herein.

1.  Definitions

1.1    “Additional Conditions” means an addendum or supplemental information to this Agreement setting forth additional Territory-specific terms, as made available and as updated by Company from time to time. 

1.2    “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest or the majority of the voting rights of such entity. 

1.3    “Company Data” means all data related to the access and use of the WelcomeTaxi Services hereunder, including all data related to Customers (including Customer Information), all data related to the provision of Transportation Services via the WelcomeTaxi Services. 

1.4    “Customer” means an end customer appealing to WelcomeTaxi for the purpose of obtaining Transportation Services offered by Company’s transportation provider customers. 

1.5    “Customer Information” means information about a Customer made available to you in connection with such Customer’s request for and use of Transportation Services, which may include the Customer’s name, pick-up location and contact information. 
 
1.6    “Fare” has the meaning set forth in Section 4.1. 

1.7    “Service Fee” has the meaning set forth in Section 4.4. 

1.8    “Territory” means the city, metropolitan areas or entire countries in which you are enabled to receive requests for Transportation Services. 

1.9    “Tolls” means any applicable road, bridge, ferry, tunnel and airport charges and fees, including inner-city congestion, environmental or similar charges as reasonably determined by the WelcomeTaxi Services based on available information. 

1.10    “Transportation Services” means your provision of P2P passenger transportation services to Customers via the WelcomeTaxi Services in the Territory using the Vehicle. 

1.11    “Vehicle” means your vehicle that: (a) meets the then-current Company requirements for a vehicle on the WelcomeTaxi Services; and (b) Company authorizes for your use for the purpose of providing Transportation Services. 

1.12    “WelcomeTaxi Services” mean WelcomeTaxi’s on-demand lead generation and related services that enable transportation providers to seek, receive and fulfill on-demand requests for transportation services by Customers seeking transportation services. 

2.  Use of the WelcomeTaxi Services

2.1    Provision of Transportation Services. Customer requests for Transportation Services may be delivered to you by Company via push-to-talk walkie-talkie mobile device app, via telephone or e-mail. If you accept a Customer’s request for Transportation Services, the Company will provide you with certain Customer Information via push-to-talk walkie-talkie mobile device app, via telephone or e-mail, including the Customer’s name, phone number and pickup location. You will obtain the destination from the Customer, either in person upon pickup or from the Company if the Customer elects to enter such destination via WelcomeTaxi website or during request for Transportation Services made by phone. You acknowledge and agree that once you have accepted a Customer’s request for Transportation Services, Company may provide certain information about you to the Customer, including your first name, contact information, photo and location, and your Vehicle’s make and license plate number. You shall not contact any Customer or use any Customer’s personal data for any reason other than for the purposes of fulfilling Transportation Services. As between Company and you, you acknowledge and agree that: (a) you shall be solely responsible for determining the most effective, efficient and safe manner to perform each instance of Transportation Services; and (b) except for the WelcomeTaxi Services, you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to perform Transportation Services. You understand and agree that additional specific conditions regarding provision Transportation Services on a concrete Territory may be established in a form of Additional Conditions available for you on WelcomeTaxi website: http://drivers.welcome.taxi/additional_conditions.

2.2    Your Relationship with Customers. You acknowledge and agree that your provision of Transportation Services to Customers creates a direct business relationship between you and the Customer. Company is not responsible or liable for the actions or inactions of a Customer in relation to you, your activities or your Vehicle. You shall have the sole responsibility for any obligations or liabilities to Customers or third parties that arise from your provision of Transportation Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws including motor vehicle financial responsibility laws) regarding any acts or omissions of a Customer or third party. You acknowledge and agree that Company may release your contact and/or insurance information to a Customer upon such Customer’s reasonable request. You acknowledge and agree that, unless specifically consented to by a Customer, you may not transport or allow inside your Vehicle individuals other than a Customer and any individuals authorized by such Customer, during the performance of Transportation Services for such Customer. You acknowledge and agree that all Customers should be transported directly to their specified destination, as directed by the applicable Customer, without unauthorized interruption or unauthorized stops.

2.3    Your Relationship with Company. You acknowledge and agree that Company’s provision to you of the WelcomeTaxi Services creates a direct business relationship between Company and you. Company does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Transportation Services, your acts or omissions, or your operation and maintenance of your Vehicle. You retain the sole right to determine when, where, and for how long you will utilize the WelcomeTaxi Services. You retain the option to attempt to accept or to decline or ignore a Customer’s request for Transportation Services via the WelcomeTaxi Services, or to cancel an accepted request for Transportation Services, subject to Company’s then-current cancellation policies. With the exception of any signage required by local law or permit/license requirements, Company shall have no right to require you to: (a) display Company’s or any of its Affiliates’ names, logos or colors on your Vehicle(s); or (b) wear a uniform or any other clothing displaying Company’s or any of its Affiliates’ names, logos or colors. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities. For the sake of clarity, you understand that you retain the complete right to; (i) use other services, including software application services, in addition to the WelcomeTaxi Services; and (ii) engage in any other occupation or business. Company retains the right to deactivate or otherwise restrict you from accessing or using the WelcomeTaxi Services in the event of a violation or alleged violation of this Agreement, your disparagement of Company or any of its Affiliates, your act or omission that causes harm to Company’s or its Affiliates’ brand, reputation or business as determined by Company in its sole discretion. 

2.4    Ratings. 

2.4.1    You acknowledge and agree that after receiving Transportation Services, a Customer will be prompted by Company to provide a rating of you and such Transportation Services and, optionally, to provide comments or feedback about you and such Transportation Services. 

2.4.2    You acknowledge that Company desires that Customers have access to high-quality services. In order to continue to receive access to the WelcomeTaxi Services, you must maintain an average rating by Customers that exceeds the minimum average acceptable rating established by Company for your Territory, as may be updated from time to time by Company in its sole discretion (“Minimum Average Rating”). Your average rating is intended to reflect Customers’ satisfaction with your Transportation Services rather than your compliance with any of Company’s policies or recommendations. In the event your average rating falls below the Minimum Average Rating, Company will notify you and may provide you, in Company’s discretion, a limited period of time to raise your average rating above the Minimum Average Rating. If you do not increase your average rating above the Minimum Average Rating within the time period allowed (if any), Company reserves the right to deactivate your access to the WelcomeTaxi Services. 

3.    You and Your Vehicle 

3.1    Your Requirements. You acknowledge and agree that at all times, you shall: (a) hold and maintain (i) a valid driver's license with the appropriate level of certification to operate your Vehicle, and (ii) all licenses, permits, approvals and authority applicable to you that are necessary to provide passenger transportation services to third parties in the Territory; (b) possess the appropriate and current level of training, expertise and experience to provide Transportation Services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy. You acknowledge and agree that you may be subject to certain background and driving record checks from time to time in order to qualify to provide, and remain eligible to provide, Transportation Services. You acknowledge and agree that Company reserves the right, at any time in Company’s sole discretion, to deactivate or otherwise restrict you from accessing or using the WelcomeTaxi Services if you fail to meet the requirements set forth in this Agreement. 

3.2    Vehicle Requirements. You acknowledge and agree that your Vehicle shall at all times be: (a) properly registered and licensed to operate as a passenger transportation vehicle in the Territory; (b) owned or leased by you, or otherwise in your lawful possession; (c) suitable for performing the passenger transportation services contemplated by this Agreement; and (d) maintained in good operating condition, consistent with industry safety and maintenance standards for a Vehicle of its kind and any additional standards or requirements in the applicable Territory, and in a clean and sanitary condition. 

3.3    Documentation. To ensure your compliance with all requirements in Sections 3.1 and 3.2 above, you must provide Company with written copies of all such licenses, permits, approvals, authority, registrations and certifications prior to your provision of any Transportation Services. Thereafter, you must submit to Company written evidence of all such licenses, permits, approvals, authority, registrations and certifications as they are renewed. Company shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and your failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. Company reserves the right to independently verify your documentation from time to time in any way Company deems appropriate in its reasonable discretion. 

4.  Financial Terms
 
4.1    Fare Calculation and Your Payment. 

4.1.1    You are entitled to charge a fare for each instance of completed Transportation Services provided to a Customer that are obtained via the WelcomeTaxi Services (“Fare”), where such Fare is calculated based upon a base fare amount plus distance (as determined by Company using location-based services enabled through the Device) and/or time amounts, or upon a set of fixed rates for rides between certain points or zones, as detailed at www.welcome.taxi/cities for the applicable Territory (“Fare Calculation”). You acknowledge and agree that the Fare provided under the Fare Calculation is the only payment you will receive in connection with the provision of Transportation Services, and that neither the Fare nor the Fare Calculation includes any gratuity. You are also entitled to charge Customer for any Tolls, taxes or fees incurred during the provision of Transportation Services, if applicable. 

4.1.2    For Transportation Services paid by Customers via Company’s website or otherwise using WelcomeTaxi Services you: (i) appoint Company as your limited payment collection agent solely for the purpose of accepting the Fare, applicable Tolls and, depending on the region and/or if requested by you, applicable taxes and fees from the Customer on your behalf via the payment processing functionality facilitated by the WelcomeTaxi Services; and (ii) agree that payment made by Customer to Company (or to an Affiliate of Company acting as an agent of Company) shall be considered the same as payment made directly by Customer to you. 

4.1.3    The parties acknowledge and agree that as between you and Company, the Fare is a recommended amount, and the primary purpose of the pre-arranged Fare is to act as the default amount in the event you do not negotiate a different amount. You shall always have the right to: (i) charge a fare that is less than the pre-arranged Fare; or (ii) negotiate, at your request, a Fare that is lower than the pre-arranged Fare (each of (i) and (ii) herein, a “Negotiated Fare”). Company shall consider all such requests from you in good faith. 

4.1.4    Company agrees to remit, or cause to be remitted, to you on at least a bi-weekly basis: (a) the Fare less the applicable Service Fee; (b) the Tolls; and (c) depending on the region, certain taxes and ancillary fees. If you have separately agreed that other amounts may be deducted from the Fare prior to remittance to you (e.g., vehicle financing payments, lease payments, mobile device usage charges, etc.), the order of any such deductions from the Fare shall be determined exclusively by Company (as between you and Company). 

4.2    Changes to Fare Calculation. Company reserves the right to change the Fare Calculation at any time in Company’s discretion based upon local market factors, and Company will provide you with notice in the event of changes to the base fare, per mile, and/or per minute amounts, or to the fixed rates, that would result in a change in the recommended Fare. Continued use of the WelcomeTaxi Services after any such change in the Fare Calculation shall constitute your consent to such change. 

4.3    Fare Adjustment. Company reserves the right to: (i) adjust the Fare for a particular instance of Transportation Services (e.g., you took an inefficient route, technical error in the WelcomeTaxi Services, etc.); or (ii) cancel the Fare for a particular instance of Transportation Services (e.g., Customer is charged for Transportation Services that were not provided, in the event of a Customer complaint, fraud, etc.). Company’s decision to reduce or cancel the Fare in any such manner shall be exercised in a reasonable manner. 

4.4    Service Fee. In consideration of Company’s provision of the WelcomeTaxi Services for your use and benefit hereunder, you agree to pay Company a service fee on a per Transportation Services transaction basis calculated as a percentage of the Fare determined by the Fare Calculation (regardless of any Negotiated Fare), as provided to you via email or otherwise made available electronically by Company from time to time for the applicable Territory (“Service Fee”). Company reserves the right to change the Service Fee at any time in Company’s discretion based upon local market factors, and Company will provide you with notice in the event of such change. Continued use of the WelcomeTaxi Services after any such change in the Service Fee calculation shall constitute your consent to such change.

4.5    Balance. Your Balance is the Fare caused to be remitted to you by Company less Service Fee for Transportation Services not yet paid by you. You acknowledge and agree that Company may establish the Minimum Balance for each Territory. In the event your Balance falls below the Minimum Balance, Company may block your access to the WelcomeTaxi Services until you top up your Balance by means of payment facilities within WelcomeTaxi Services.

4.6    Cancellation Charges. You acknowledge and agree that Customers may elect to cancel requests for Transportation Services that have been accepted by you at any time prior to your arrival. In the event that a Customer cancels an accepted request for Transportation Services, Company may charge the Customer a cancellation fee on your behalf. If charged, this cancellation fee shall be deemed the Fare for the cancelled Transportation Services for the purpose of remittance to you hereunder (“Cancellation Fee”). The parties acknowledge and agree that as between you and Company, this Cancellation Fee is a recommended amount, and the primary purpose of such Cancellation Fee is to act as the default amount in the event you do not negotiate a different amount. You shall always have the right to: (i) charge a cancellation fee that is less than the Cancellation Fee; or (ii) negotiate, at your request, a cancellation fee that is lower than the Cancellation Fee (each of (i) and (ii) herein, a “Negotiated Cancellation Fee”). If charged, the Cancellation Fee (regardless of any Negotiated Cancellation Fee) shall be deemed the Fare for the cancelled Transportation Services for the purpose of remittance to you hereunder. 

4.7    No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Company and its Affiliates may seek to attract new Customers to WelcomeTaxi and to increase existing Customers’ use of WelcomeTaxi’s Services. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement. 

4.8    Taxes. You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Transportation Services as required by applicable law; and (b) provide Company with all relevant tax information. You further acknowledge and agree that you are responsible for taxes on your own income arising from the performance of Transportation Services. 

5.  Confidentiality

5.1    Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes Company Data, Customer Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential. 
 
5.2    Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Company, its internal record-keeping requirements). 

5.3    Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure. 

6.  Privacy

6.1    Disclosure of Your Information. Subject to applicable law, Company and its Affiliates may, but shall not be required to, provide to you, a Customer, an insurance company and/or relevant authorities and/or regulatory agencies any information (including personal information (e.g., information obtained about you through any background check) and any Company Data) about you or any Transportation Services provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident, between you and a Customer; (b) it is necessary to enforce the terms of this Agreement; (c) it is required, in Company’s or any Affiliate’s sole discretion, by applicable law or regulatory requirements (e.g., Company or its Affiliates receive a subpoena, warrant, or other legal process for information); (d) it is necessary, in Company’s or any Affiliate’s sole discretion, to (1) protect the safety, rights, property or security of Company or its Affiliates, the WelcomeTaxi Services or any third party; (2) to protect the safety of the public for any reason including the facilitation of insurance claims related to the WelcomeTaxi Services; (3) to detect, prevent or otherwise address fraud, security or technical issues; (4) to prevent or stop activity which Company or any of its Affiliates, in their sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity); or (e) it is required or necessary, in Company’s or any Affiliate’s sole discretion, for insurance or other purposes related to your ability to qualify, or remain qualified, to use the WelcomeTaxi Services. You understand that Company may retain your personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated. 

6.2    Company and its Affiliates may collect your personal data during the course of your application for, and use of, the WelcomeTaxi Services, or may obtain information about you from third parties. Such information may be stored, processed, transferred, and accessed by Company and its Affiliates, third parties, and service providers for business purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with Company’s and its Affiliates’ legitimate business needs. You expressly consent to such use of personal data. 

7.  Insurance
 
7.1    You agree to maintain during the term of this Agreement on all Vehicles operated by you under this Agreement automobile liability insurance that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy the minimum requirements to operate a private passenger vehicle on the public roads within the Territory. This coverage must also include any no-fault coverage required by law in the Territory that may not be waived by an insured. You agree to provide Company and its Affiliates a copy of the insurance policy, policy declarations, proof of insurance identification card and proof of premium payment for the insurance policy required in this Section 8.1 upon request. Furthermore, you must provide Company with written notice of cancellation of any insurance policy required by Company. Company shall have no right to control your selection or maintenance of your policy. You must be a named insured or individually rated driver, for which a premium is charged, on the insurance policy required in this Section 8.1 at all times. 

7.2    You agree to maintain during the term of this Agreement workers’ compensation insurance as required by all applicable laws in the Territory. If permitted by applicable law, you may choose to insure yourself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Furthermore, if permitted by applicable law, you may choose not to insure yourself against industrial injuries at all, but do so at your own risk. 

7.3    You understand and acknowledge that your personal automobile insurance policy may not afford liability, comprehensive, collision, medical payments, personal injury protection, uninsured motorist, underinsured motorist, or other coverage for the Transportation Services you provide pursuant to this Agreement. If you have any questions or concerns about the scope or applicability of your own insurance coverage, it is your responsibility, not that of Company, to resolve them with your insurer(s). 

7.4    Company may maintain during the term of this Agreement insurance related to your provision of Transportation Services as determined by Company in its reasonable discretion or as described in a City Addendum, provided that Company and its Affiliates are not required to provide you with any specific insurance coverage for any loss to you or your Vehicle. You are required to promptly notify Company of any accidents that occur while providing Transportation Services and to cooperate and provide all necessary information related thereto. 

8.    Representations and Warranties; Disclaimers 

8.1    By You. You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide (i) Transportation Services using the Vehicles pursuant to this Agreement, and (ii) passenger transportation services to third parties in the Territory generally. 

8.2    Disclaimer of Warranties. COMPANY AND ITS AFFILIATES PROVIDE, AND YOU ACCEPT, THE WELCOMETAXI SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY AND ITS AFFILIATES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE WELCOMETAXI SERVICES: (A) WILL BE UNINTERRUPTED OR ERROR FREE; OR (B) WILL RESULT IN ANY REQUESTS FOR TRANSPORTATION SERVICES. COMPANY AND ITS AFFILIATES FUNCTION AS AN ON-DEMAND LEAD GENERATION AND RELATED SERVICE ONLY AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE CUSTOMERS WHO MAY REQUEST OR RECEIVE TRANSPORTATION SERVICES FROM YOU, AND COMPANY AND ITS AFFILIATES DO NOT SCREEN OR OTHERWISE EVALUATE CUSTOMERS. BY USING THE WELCOMETAXI SERVICES, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE WELCOMETAXI SERVICES. NOTWITHSTANDING COMPANY’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF YOU FOR THE PURPOSE OF ACCEPTING PAYMENT FROM CUSTOMERS ON YOUR BEHALF AS SET FORTH IN SECTION 4 ABOVE, COMPANY AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF YOU, ANY CUSTOMER OR OTHER THIRD PARTY.

8.3    No Service Guarantee. COMPANY AND ITS AFFILIATES DO NOT GUARANTEE THE AVAILABILITY OF THE WELCOMETAXI SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE WELCOMETAXI SERVICES MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (e.g., DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE WELCOMETAXI SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND COMPANY AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS. 

9.    Indemnification. You shall indemnify, defend (at Company’s option) and hold harmless Company and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) your breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Customers, regulators and governmental authorities) directly or indirectly related to your provision of Transportation Services or use of the WelcomeTaxi Services. This indemnification provision shall not apply to your breach of any representations regarding your status as an independent contractor. 

10.    Limits of Liability. COMPANY AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (i) ANY INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (ii) YOUR OR ANY THIRD PARTY’S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. EXCEPT FOR COMPANY’S OBLIGATIONS TO PAY AMOUNTS DUE TO YOU PURSUANT TO SECTION 4 ABOVE, BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO EVENT SHALL THE LIABILITY OF COMPANY OR ITS AFFILIATES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES ACTUALLY PAID TO OR DUE TO COMPANY HEREUNDER IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. 

11.    Term and Termination 

11.1    Term. This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein. 
 
11.2    Termination. Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior written notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Company may terminate this Agreement immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of Company and its Affiliates, to provide Transportation Services or to operate the Vehicle, or as otherwise set forth in this Agreement. 

11.3    Effect of Termination. Outstanding payment obligations and Sections 1, 2.2, 4.7, 4.8, 5, 6, 8, 9, 10, 11.3, 12, 13 and 14 shall survive the termination of this Agreement. 

12.    Relationship of the Parties 

12.1    Except as otherwise expressly provided herein with respect to Company acting as the limited payment collection agent solely for the purpose of collecting payment from Customers on your behalf, the relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship, between Company and you; and (b) no joint venture, partnership, or agency relationship exists between Company and you. 

12.2    You have no authority to bind Company or its Affiliates and you undertake not to hold yourself out as an employee, agent or authorized representative of Company or its Affiliates. Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of Company, you undertake and agree to indemnify, defend (at Company’s option) and hold Company and its Affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship. 

13.    Miscellaneous Terms 

13.1    Modification. In the event Company modifies the terms and conditions of this Agreement at any time, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Company reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the WelcomeTaxi Services you are bound by any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fare Calculations. Continued use of the WelcomeTaxi Services after any such changes shall constitute your consent to such changes. 

13.2    Supplemental Terms. Supplemental terms may apply to your use of the WelcomeTaxi Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict. 
 
13.3    Severability. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. 

13.4    Assignment. Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that Company may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent: (a) to an Affiliate; or (b) to an acquirer of all or substantially all of Company’s business, equity or assets. 

13.5    Entire Agreement. This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement. 

13.6    No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims. 

13.7    Notices. Any notice delivered by Company to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the WelcomeTaxi Services. Any notice delivered by you to Company under this Agreement will be delivered by contacting Company at http://drivers.welcome.taxi in the “Contact Us” section. Additional Territory-specific notices may be required from time to time. 

14. Governing Law.  The interpretation of this Agreement shall be governed by British Virgin Islands law, without regard to the conflicts of law provisions of any jurisdiction. Any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the WelcomeTaxi Services shall be subject to the exclusive jurisdiction of the courts located in Road Town, Tortola, BVI. 

By checking “I accept”, you expressly acknowledge that you have read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that you agree to be bound by the terms and conditions of the Agreement, and that you are legally competent to enter into this Agreement with Company.