Cab4Now, INC. T/A Cab4Now.com SERVICES AGREEMENT
Cab4Now, INC. T/A Cab4Now.com and Cab4Now.com Malta is a Corporation registered in the State of Delaware USA with a registered address of 651 N BROAD ST, MIDDLETOWN, NEW CASTLE, DELAWARE, 19709, USA.
Last update: April 18, 2020
This Services Agreement (“Agreement”) constitutes a legal agreement between an independent company in the business of providing Transportation Services (as defined below) (“Customer”) and Cab4Now, INC. T/A Cab4Now.com, a private limited liability company. Cab4Now, INC. provides the Cab4Now.com Services (as defined below) for the purpose of providing lead generation to Transportation Services providers. The Cab4Now.com Services enable an authorised transportation provider to provide Transportation Services to an authorised user of Cab4Now.com’s mobile and/or web booking application. Customer is authorised to provide Transportation Services in Malta and it desires to enter into this Agreement for the purpose of accessing and using the Cab4Now.com Services to enhance its transportation business. Customer acknowledges and agrees that Cab4Now.com is a technology services provider that does not provide Transportation Services, function as a transportation carrier or agent for the transportation of passengers. In order to use the Cab4Now.com Services, Customer must agree to the terms and conditions that are set forth below. Upon Customer’s execution (electronic or otherwise) of this Agreement, Customer and Cab4Now.com shall be bound by the terms and conditions set forth herein.
1.1. “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, the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on a winding up.
1.2. “City Addendum means an addendum or supplemental information to this Agreement setting forth additional Territory-specific terms, as made available and as updated by Cab4Now.com from time to time.
1.3. “Device means an Cab4Now.com Device or Driver-Provided Device, as the case may be.
1.4. “Driver means a principal, employee or contractor of Customer: (a) who meets the then current requirements of Cab4Now.com or any of its Affiliates in the Territory to be an active driver using the Cab4Now.com Services; (b) whom Cab4Now.com, or any of its Affiliates in the Territory, authorises to access the Cab4Now.com Services to provide Transportation Services o behalf of Customer; and (c) who has entered into the Driver Addendum.
1.5. “Driver Addendum means the terms and conditions that Customer is required to enter into with Driver prior to such Driver providing Transportation Services o behalf of Customer (as may be updated by Cab4Now.com from time to time).
1.6. “Driver App means Cab4Now.com’s mobile and web applications that enables transportation providers to access the Cab4Now.com Services for the purpose of providing Transportation Services to Users, as may be updated or modified by Cab4Now.com at its discretion from time to time.
1.7. “Driver ID means the identification and password PIN assigned by Cab4Now.com to a Driver that enables Driver to use and access the Driver App.
1.8. “Driver-Provided Device means a mobile device owned or controlled by Customer or a Driver: (a) that meets the then-current Cab4Now.com specifications for mobile devices and (b) on which the Driver App has been installed as authorised by Cab4Now.com solely for the purpose of providing Transportation Services.
1.9. “Fare” has the meaning set forth in Section 4.1.
1.10. “Service Fee has the meaning set forth in Section 4.4.
1.11. “Taxi Services has the meaning set forth in Section 3.1.
1.12. “Territory means Malta.
1.13. “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 Cab4Now.com Services based on available information.
1.14. “Transportation Services means the provision of passenger transportation services to Users via the Cab4Now.com Services in the Territory by Customer and its Drivers using the Vehicles.
1.15. “Cab4Now.com Data means all data related to the access and use of the Cab4Now.com Services hereunder, including all data related to Users (including User Information), all data related to the provision of Transportation Services via the Cab4Now.com Services and the Driver App, and the Driver ID.
1.16. “Cab4Now.com Device means a mobile device owned or controlled by Cab4Now.com that is provided to Customer or Driver for the purpose of such Driver using the Driver App to provide Transportation Services.
1.17. “Cab4Now.com Services mean Cab4Now.com’s electronic services rendered via a digital technology platform, being on-demand intermediary and related services that enable transportation providers to provide Transportation Services to Users seeking Transportation Services; such Cab4Now.com Services include access to the Driver App and Cab4Now.com’s related software, websites, payment services as described in Section 4 below, and related support services systems, as may be updated or modified by Cab4Now.com at its discretion from time to time.
1.18. “User means an end user authorised by Cab4Now.com to use Cab4Now.com’s mobile application for the purpose of obtaining Transportation Services offered by Cab4Now.com’s transportation provider customers.
1.19. “User Information means information about User made available to Customer or a Driver in connection with such User’s request for and use of Transportation Services, which may include the User’s name, pick-up location, contact information and photo. 1.20. “Vehicle means any vehicle of Customer that: (a) meets the then-current requirements of Cab4Now.com or any of its Affiliates in the Territory for vehicle on the Cab4Now.com Services; and (b) Cab4Now.com authorises for use by a Driver for the purpose of providing Transportation Services o behalf of Customer.
2. Use of the Cab4Now.com Services
2.1. Driver IDs Cab4Now.com will issue Customer a Driver ID for each Driver providing Transportation Services to enable Customer and each Driver to access and use the Driver App o a Device in accordance with the Driver Addendum and this Agreement. Customer agrees that it will, and that it will ensure that its Drivers will, maintain Driver IDs in confidence and not share Driver IDs with any third party other than the Driver associated with such Driver ID for the purpose of providing Transportation Services. Customer will immediately notify Cab4Now.com of any actual or suspected breach or improper use or disclosure of a Driver ID or the Driver App.
2.2. Provision of Transportation Services When the Driver App is active, User requests for Transportation Services may appear to a Driver via the Driver App if the Driver is available and in the vicinity of the User. If a Driver accepts (either directly or through an Cab4Now.com Affiliate in the Territory acting as agent for the Customer/Driver) User’s request for Transportation Services, the Cab4Now.com Services will provide certain User Information to such Driver via the Driver App, including the User’s first name and pickup location. Driver will obtain the destination from the User, either in person upo pickup or from the Driver App if the User elects to enter such destination via Cab4Now.com’s mobile application. Customer acknowledges and agrees that once a Driver has accepted (either directly or through an Cab4Now.com Affiliate in the Territory acting as agent for the Customer/Driver) User’s request for Transportation Services, Cab4Now.com’s mobile application may provide certain information about the Driver to the User, including the Driver’s first name, contact information, Customer entity name, photo and location, and the Driver’s Vehicle’s make and license plate number. Customer shall not, and shall ensure that all Drivers d not, contact any Users or use any User’s personal data for any reason other than for the purposes of fulfilling Transportation Services. As between Cab4Now.com and Customer, Customer acknowledges and agrees that: (a) Customer and its Drivers are solely responsible for determining the most effective, efficient and safe manner to perform each instance of Transportation Services; and (b) except for the Cab4Now.com Services or any Cab4Now.com Devices (if applicable), Customer shall provide all necessary equipment, tools and other materials, at Customer’s own expense, necessary to perform Transportation Services.
2.3. Customer’s Relationship with Users Customer acknowledges and agrees that Customer’s provision of Transportation Services to Users creates a legal and direct business relationship between Customer and the User, to which neither Cab4Now.com nor any of its Affiliates in the Territory is party. Neither Cab4Now.com nor any of its Affiliates in the Territory is responsible or liable for the actions or inactions of User in relation to the activities of Customer, a Driver or any Vehicle. Customer shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from its provision of Transportation Services. Customer acknowledges and agrees that it and each Driver 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) regarding any acts or omissions of a User or third party. Customer acknowledges and agrees that Cab4Now.com may release the contact and/or insurance information of Customer and/or Driver to a User upon such User’s reasonable request. Customer acknowledges and agrees that, unless specifically consented to by a User, neither Customer nor Driver may transport or allow inside any Vehicle individuals other than a User and any individuals authorised by such User during the performance of Transportation Services for such User. Customer acknowledges and agrees, and shall ensure that its Drivers agree, that all Users should be transported directly to their specified destination, as directed by the applicable User, without unauthorised interruption or unauthorised stops.
2.4. Customer’s Relationship with Cab4Now.com Customer acknowledges and agrees that Cab4Now.com’s provision to Customer of the Driver Ap and the Cab4Now.com Services creates a legal and direct business relationship between Cab4Now.com and Customer. Cab4Now.com and its Affiliates in the Territory d not, and shall not be deemed to, direct or control Customer or its Drivers generally or in their performance under this Agreement specifically, including in connection with the operation of Customer’s business, the provision of Transportation Services, the acts or omissions of Drivers, or the operation and maintenance of any Vehicles. Whilst authorised to provide Transportation Services under this Agreement, Customer and its Drivers retain the sole right to determine when and for how long each of them will utilize the Driver App or the Cab4Now.com Services. Customer and its Drivers retain the option, via the Driver App, to decline or ignore User’s request for Transportation Services via the Cab4Now.com Services, or to cancel an accepted request (whether such request was accepted directly or via an Cab4Now.com Affiliate in the Territory acting as agent) for Transportation Services via the Driver App, subject to Cab4Now.com’s then-current cancellation policies. Customer will not, and will ensure that its Drivers do not: (a) display Cab4Now.com’s or any of its Affiliates’ names, logos or colors o any Vehicle(s); or (b) wear a uniform or any other clothing displaying Cab4Now.com’s or any of its Affiliates’ names, logos or colors. The foregoing does not apply if Customer and Cab4Now.com have agreed otherwise or if so required by law. Customer acknowledges and agrees that it has complete discretion to operate its independent business and direct its Drivers at its own discretion, including the ability to provide services at any time to any third party separate and apart from Transportation Services. For the sake of clarity, Customer understands that Customer retains the complete right to provide Transportation Services to its existing customers and to use other software application services in addition to the Cab4Now.com Services. Cab4Now.com retains the right to, at any time in Cab4Now.com’s sole discretion, deactivate or otherwise restrict Customer or any Driver from accessing or using the Driver App or the Cab4Now.com Services in the event of a violation of this Agreement, a violation of a Driver Addendum, Customer‘s or any Driver’s disparagement of Cab4Now.com or any of its Affiliates, Customer’s or any Driver’s act or omission that causes harm to Cab4Now.com’s or its Affiliates’ brand, reputation or business as determined by Cab4Now.com in its sole discretion. Cab4Now.com also retains the right to deactivate or otherwise restrict Customer or any Driver from accessing or using the Driver App or the Cab4Now.com Services for any other reason at the sole and reasonable discretion of Cab4Now.com.
2.5. Customer’s Relationship with Drivers Customer shall have the sole responsibility for any obligations or liabilities to Drivers that arise from its relationship with its Drivers (including provision of Transportation Services). Customer acknowledges and agrees that it exercises sole control over the Drivers and will comply with all applicable laws (including tax, social security and employment laws) governing or otherwise applicable to its relationship with its Drivers. Notwithstanding Customer’s right, if applicable, to take recourse against a Driver, Customer acknowledges and agrees that it is at all times responsible and liable for the acts and omissions of its Drivers vis-à-vis Users and Cab4Now.com, even where such liability may not be mandated under applicable law. Customer shall require each Driver to enter into Driver Addendum (as may be updated from time to time) and shall provide copy of each executed Driver Addendum to Cab4Now.com. Customer acknowledges and agrees that Cab4Now.com is a third party beneficiary to each Driver Addendum, and that, upon Driver’s execution of the Driver Addendum (electronically or otherwise), Cab4Now.com will have the irrevocable right (and will be deemed to have accepted the right unless it is rejected promptly after receipt of a copy of the executed Driver Addendum) to enforce the Driver Addendum against the Driver as third party beneficiary thereof.
2.6.1. Customer acknowledges and agrees that: (a) after receiving Transportation Services, a User will be prompted by Cab4Now.com’s mobile application to provide a rating of such Transportation Services and Driver and, optionally, to provide comments or feedback about such Transportation Services and Driver; and (b) after providing Transportation Services, the Driver will be prompted by the Driver App to provide a rating of the User and, optionally, to provide comments or feedback about the User. Customer shall instruct all Drivers to provide ratings and feedback in good faith.
2.6.2. Customer acknowledges that Cab4Now.com desires that Users have access to high-quality services via Cab4Now.com’s mobile application. In order to continue to receive access to the Driver App and the Cab4Now.com Services, each Driver must maintain an average rating by Users that exceeds the minimum average acceptable rating established by Cab4Now.com for the Territory, as may be updated from time to time by Cab4Now.com in its sole discretion (“Minimum Average Rating”). In the event a Driver’s average rating falls below the Minimum Average Rating, Cab4Now.com will notify Customer and may provide the Driver in Cab4Now.com’s discretion, a limited period of time to raise his or her average rating above the Minimum Average Rating. If such Driver does not increase his or her average rating above the Minimum Average Rating within the time period allowed (if any), Cab4Now.com reserves the right to deactivate such Driver’s access to the Driver App and the Cab4Now.com Services. Additionally, Customer acknowledges and agrees that repeated failure by a Driver to accommodate User requests for Transportation Services while such Driver is logged in to the Driver Ap creates a negative experience for Users of Cab4Now.com’s mobile application. Accordingly, Customer agrees and shall ensure that if a Driver does not wish to provide Transportation Services for a period of time, such Driver will log off of the Driver App.
2.6.3. Cab4Now.com and its Affiliates reserve the right to use, share and display Driver and User ratings and comments in any manner in connection with the business of Cab4Now.com and its Affiliates without attribution to or approval of Customer or the applicable Driver. Customer acknowledges that Cab4Now.com and its Affiliates are distributors (without any obligation to verify) and not publishers of Driver and User ratings and comments, provided that Cab4Now.com and its Affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws, or Cab4Now.com’s or its Affiliates’ content policies.
2.7.1. Cab4Now.com encourages Customer to use Driver-Provided Devices for providing the Transportation Services. Otherwise, Cab4Now.com will supply Customer upon request with Cab4Now.com Devices to each authorised Driver and provide the necessary wireless data plan for such Devices, provided that Cab4Now.com will require reimbursement from Customer for the costs associated with the wireless data plan of each Cab4Now.com Device and/or request a deposit for each Cab4Now.com Device. Customer acknowledges and agrees that: (a) Cab4Now.com Devices may only be used for the purpose of enabling Driver access to the Cab4Now.com Services (such Cab4Now.com Devices do not allow for telephone calls or SMS not associated with the Cab4Now.com Services but d include basic functionality such as the Cab4Now.com Device’s calculator, etc.); and (b) Cab4Now.com Devices may not be transferred, loaned, sold or otherwise provided in any manner to any party other than the Driver assigned to use such Cab4Now.com Device. Cab4Now.com Devices shall at all times remain the property of Cab4Now.com, and upon termination of this Agreement or the termination or deactivation of a Driver, Customer agrees to return to Cab4Now.com the applicable Cab4Now.com Devices within ten (10) days. Customer acknowledges and agrees that failure to timely return any Cab4Now.com Devices, or damage to Cab4Now.com Devices outside of “normal wear and tear”, will result in the forfeiture of related deposits.
2.7.2. If Customer elects to use any Driver-Provided Devices: (i) Customer and/or its Drivers are responsible for the acquisition, cost and maintenance of such Driver-Provided Devices as well as any necessary wireless data plan; and (ii) Cab4Now.com shall make available the Driver App for installation on such Driver-Provided Devices. Cab4Now.com hereby grants the authorised user of any Driver-Provided Device personal, non-exclusive, nontransferable user right to install and use the Driver App on a Driver-Provided Device solely for the purpose of providing Transportation Services. Customer agrees to not, and shall cause each applicable Driver to not, provide, distribute or share, or enable the provision, distribution or sharing of, the Driver App (or any data associated therewith) with any third party. The foregoing right shall immediately terminate and Driver will delete and fully remove the Driver App from the Driver-Provided Device in the event that Customer and/or the applicable Driver ceases to provide Transportation Services using the Driver-Provided Device. Customer agrees, and shall inform each applicable Driver that: (i) use of the Driver App on a Driver-Provided Device requires an active data plan with a wireless carrier associated with the Driver-Provided Device, which data plan will be provided by either Customer or the applicable Driver at their own expense; and (ii) use of the Driver App on a Driver-Provided Device as an interface with the Cab4Now.com Services may consume very large amounts of data through the data plan. Cab4Now.com advises that Driver-Provided Devices should only be used under a data plan with unlimited or very high data usage limits, and Cab4Now.com shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan.
2.8. Location Based Services
Customer acknowledges and agrees that each Driver’s geo-location information must be provided to the Cab4Now.com Services via a Device in order to provide Transportation Services. Customer acknowledges and agrees, and shall inform and obtain the consent of each Driver, that: (a) the Driver’s geo-location information will be monitored and tracked by the Cab4Now.com Services when the Driver is logged into the Driver App and available to provide Transportation Services, or when the Driver is providing Transportation Services; and (b) the approximate location of the Driver’s Vehicle will be displayed to the User before and during the provision of Transportation Services to such User. In addition, Cab4Now.com may monitor, track and share a Driver’s geo-location information obtained by the Driver App and Device for safety, security, technical, marketing and commercial purposes, including to provide and improve Cab4Now.com’s products and services.
3. Drivers and Vehicles
3.1. Driver Requirements Customer acknowledges and agrees that each Driver shall at all times: (a) hold and maintain (i) a valid driver’s license with the appropriate level of certification to operate the Vehicle assigned to such Driver, and (ii) all licenses, permits, approvals and authority applicable to Customer and/or Driver 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. Customer acknowledges and agrees that each Driver may be subject to certain background and driving record checks from time to time in order for such Driver to qualify to provide, and remain eligible to provide, Transportation Services. In addition if Customer and/or Driver are using the Cab4Now.com Ap to provide Transportation Services in conjunction with operating a taxi (“Taxi Services”), such Customer and/or Driver shall comply with all applicable laws with respect thereto. Customer acknowledges and agrees that Cab4Now.com reserves the right, at any time in Cab4Now.com’s sole discretion, to deactivate or otherwise restrict a Driver from accessing or using the Driver App or the Cab4Now.com Services if Customer or such Driver fails to meet the requirements set forth in this Agreement or the Driver Addendum.
3.2. Vehicle Requirements Customer acknowledges and agrees that each 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 Customer, or otherwise in Customer’s lawful possession; (c) suitable for performing the passenger transportation services contemplated by this Agreement; and (d) maintained in safe, roadworthy and 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 which shall include maintaining at all times a valid Ministry of Transport Test Certificate for each Vehicle including, where applicable, in accordance with the terms of any relevant license.
3.3. Documentation To ensure Customer’s and each of its Drivers’ compliance with all requirements in Sections 3.1 and 3.2 above, and to allow Cab4Now.com and any of its Affiliates in the Territory to comply with their regulatory requirements, Customer must provide Cab4Now.com with written copies of all such licenses, permits, approvals, authority, registrations and certifications (“Documentation”) prior to Customer’s and the applicable Drivers’ provision of any Transportation Services. Thereafter, Customer must submit to Cab4Now.com written evidence of all such Documentation as it is renewed. Cab4Now.com shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and Customer’s failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. Cab4Now.com and any of its Affiliates in the Territory reserve the right to independently verify Customer’s and/or any Driver’s Documentation from time to time in any way Cab4Now.com deems appropriate in its reasonable discretion and Customer consents, and represents and warrants that it has obtained consent from each of its Drivers, for Cab4Now.com or any of its Affiliates in the Territory to undertake such verification.
4. Financial Terms
4.1. Fare Calculation and Customer Payment Customer is entitled to charge fare for each instance of completed Transportation Services provided to a User that are obtained via the Cab4Now.com Services (“Fare”), where such Fare is calculated based upon base fare amount plus distance (as determined by Cab4Now.com using location-based services enabled through the Device) and/or time amounts, as detailed at https://.Cab4Now.com/Malta for the applicable Territory (“Fare Calculation”). Customer is also entitled to charge User for any Tolls, taxes or fees incurred during the provision of Transportation Services, if applicable. Customer: (i) appoints Cab4Now.com as Customer’s limited payment collection agent solely for the purpose of accepting the Fare, applicable Tolls and, depending o the region and/or if requested by Customer, applicable taxes and fees from the User on behalf of the Customer via the payment processing functionality facilitated by the Cab4Now.com Services; and (ii) agrees that payment made by User to Cab4Now.com shall be considered the same as payment made directly by User to Customer. In addition, the parties acknowledge and agree that as between Customer and Cab4Now.com, 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 Customer does not negotiate a different amount. Customer shall always have the right to: (i) charge a fare that is less than the pre-arranged Fare; or (ii) negotiate, at Customer’s request, a Fare that is lower than the pre-arranged Fare (each of (i) and (ii) herein, “Negotiated Fare”). Cab4Now.com shall consider all such requests from Customer in good faith. Cab4Now.com agrees to remit to Customer o at least a weekly basis: (a) the Fare less the applicable Service Fee; (b) the Tolls; and (c) depending o the region, certain taxes and ancillary fees. If Customer has separately agreed, other amounts may be deducted from the Fare prior to remittance to Customer (e.g. vehicle financing payments, lease payments, mobile device usage charges, etc.), the order of those deductions from the Fare to be determined exclusively by Cab4Now.com. Notwithstanding anything to the contrary in this Section 4.1, if Customer is providing Taxi Services, the following shall apply: (x) the Fare is calculated pursuant to local taxi regulations in the Territory; (y) Customer or Driver agrees to enter the exact Fare amount (as indicated by the official taxi meter in the Vehicle) into the Driver App upo completion of an instance of Transportation Services; and (z) in some jurisdictions, Users will pay such Customer or Driver directly rather than through Cab4Now.com’s mobile application (Cab4Now.com will notify Customer if (z) is applicable in its Territory).
4.2. Changes to Fare Calculation Cab4Now.com reserves the right to change the Fare Calculation at any time in Cab4Now.com’s discretion based upo local market factors, and Cab4Now.com will provide notice to Customer in the event of such change that would result in a change in the recommended Fare. Continued use of the Cab4Now.com Services after any such change in the Fare Calculation shall constitute Customer’s consent to such change.
4.3. Fare Adjustment Cab4Now.com and/or its Affiliates in the Territory reserve the right to: (i) adjust the Fare for particular instance of Transportation Services (e.g. Driver took an inefficient route, Driver fails to properly end a particular instance of Transportation Services in the Driver App, technical error in the Cab4Now.com Services, etc.); or (ii) cancel the Fare for a particular instance of Transportation Services (e.g. User is charged for Transportation Services that were not provided, in the event of a User complaint, fraud, etc.). Cab4Now.com’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 Cab4Now.com’s provision of the Cab4Now.com Services, Customer agrees to pay Cab4Now.com a service fee o a per Transportation Services transaction basis calculated as a percentage of the Fare (regardless of any Negotiated Fare), as provided to Customer via email or otherwise made available electronically by Cab4Now.com from time to time for the applicable Territory (“Service Fee”). Unless regulations applicable to Customer’s Territory require otherwise, taxes will be calculated and charged on the Fare, and Cab4Now.com shall calculate the Service Fee based o the Fare inclusive of such taxes. Cab4Now.com reserves the right to change the Service Fee at any time in Cab4Now.com’s discretion based upo local market factors, and Cab4Now.com will provide notice to Customer in the event of such change. Continued use of the Cab4Now.com Services after any such change in the Service Fe calculation shall constitute Customer’s consent to such change. In addition, with respect to Taxi Services in the applicable Territory, Customer agrees to pay Cab4Now.com a booking fee in consideration of Cab4Now.com’s provision of the Driver App and the Cab4Now.com Services.
4.5. Cancellation Charges Customer acknowledges and agrees that Users may elect to cancel requests for Transportation Services that have been accepted by a Driver (either directly or via Cab4Now.com’s Affiliate in the Territory acting as agent) at any time prior to the Driver’s arrival. In the event that User cancels an accepted request for Transportation Services, Cab4Now.com may charge the User a cancellation fee o behalf of the Customer. If charged, this cancellation fee shall be deemed the Fare for the cancelled Transportation Services for the purpose of remittance to Customer hereunder (“Cancellation Fee”). The parties acknowledge that and agree that as between Customer 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 Customer does not negotiate a different amount. Customer shall always have the right to: (i) charge a cancellation fee that is less than the Cancellation Fee; or (ii) negotiate, at Customer’s 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 the Customer hereunder.
4.6. Receipts As part of the Cab4Now.com Services, Cab4Now.com provides Customer system for the delivery of receipts to Users for Transportation Services rendered. Upon the completion of Transportation Services for a User by a Driver, Cab4Now.com prepares an applicable receipt and issues such receipt to the User via email o behalf of the Customer and applicable Driver. Such receipts are also provided via email or the online portal available to the Customer o the Cab4Now.com Services. Receipts include the breakdown of amounts charged to the User for Transportation Services and may include specific information about the Customer and applicable Driver, including the Customer’s entity name and contact information and the Driver’s name and photo, as well as map of the route taken by the Driver. Customer shall inform Drivers that any corrections to a User’s receipt for Transportation Services must be submitted to Cab4Now.com in writing within three (3) business days after the completion of such Transportation Services. Absent such a notice, Cab4Now.com shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Fare.
4.7. No Additional Amounts Customer acknowledges and agrees that, for the mutual benefit of the parties, through advertising and marketing, Cab4Now.com and its Affiliates may seek to attract new Users to Cab4Now.com and to increase existing Users’ use of Cab4Now.com’s mobile application. Customer acknowledges and agrees such advertising or marketing does not entitle Customer to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.
4.8. Taxes Customer acknowledges and agrees that it is required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to the provision of Transportation Services as required by applicable law; and (b) provide Cab4Now.com with all relevant tax information (including a valid VAT number belonging to Customer and/or any Driver, if obtaining a VAT number is required of Customer and/or any Driver by applicable law). Customer further acknowledges and agrees that Customer and each of its Drivers are responsible for taxes on their own income arising from the performance of Transportation Services. Notwithstanding anything to the contrary in this Agreement, Cab4Now.com may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from Customer’s and/or any Driver’s provision of Transportation Services and/or provide any of the relevant tax information Customer and/or any Driver has provided pursuant to the foregoing requirements in this Section 4.8 directly to the applicable governmental tax authorities on Customer’s and/or the applicable Driver’s behalf or otherwise.
5. Proprietary Rights; License
5.1. License Grant Subject to the terms and conditions of this Agreement, Cab4Now.com hereby grants Customer non-exclusive, royalty-free, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use (and allows its Drivers to use) the Driver App in connection with the provision by Cab4Now.com of the Cab4Now.com Services solely for the purpose of providing Transportation Services to Users and tracking resulting Fares and Fees. All rights not expressly granted to Customer are reserved by Cab4Now.com, its Affiliates and their respective licensors.
5.2. Restrictions Customer shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Cab4Now.com Services, Driver App or any Cab4Now.com Device in any way; (b) modify or make derivative works based upon the Cab4Now.com Services or Driver App; (c) improperly use the Cab4Now.com Services or Driver App, including creating Internet “links” to any part of the Cab4Now.com Services or Driver App, “framing” or “mirroring” any part of the Cab4Now.com Services or Driver Ap o any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Cab4Now.com Services or Driver App; (d) reverse engineer, decompile, modify, or disassemble the Cab4Now.com Services or Driver App, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, Customer shall not, and shall not allow any other party to, access or use the Cab4Now.com Services or Driver Ap to: (i) design or develop competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched o or in connection with the Cab4Now.com Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Cab4Now.com Services; or (iv) attempt to gain unauthorised access to the Cab4Now.com Services or its related systems or networks, all except to the extent such actions must be allowed under Dutch law.
5.3. Ownership The Cab4Now.com Services, Driver App and Cab4Now.com Data, including all intellectual property rights therein, and the Cab4Now.com Devices are and shall remain the property of Cab4Now.com, its Affiliates or their respective licensors. Neither this Agreement nor Customer’s use of the Cab4Now.com Services, Driver App or Cab4Now.com Data conveys or grants to Customer any rights: (a) in or related to the Cab4Now.com Services, Driver App or Cab4Now.com Data, except for the limited license granted above; or (b) to use or reference in any manner Cab4Now.com’s, its Affiliates’, or their respective licensors’ company names, logos, product and service names, trademarks, service marks or other indicia of ownership. Additionally, Customer acknowledges Cab4Now.com’s rights in its Cab4Now.com family of trademarks and names, including Cab4Now.com, alone. Customer agrees it will not, and it will ensure that its Drivers do not, try to register or otherwise claim ownership in any of the Cab4Now.com Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark or name.
6.1. 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 Cab4Now.com Data, Driver IDs, User 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.
6.2. 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 n 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 Cab4Now.com, its internal record-keeping requirements).
6.3. 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.
8.1. Customer agrees to maintain during the term of this Agreement o all Vehicles operated by Customer and its Drivers commercial automobile liability insurance that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy all applicable laws in 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.
8.2. Customer agrees to maintain during the term of this Agreement commercial general liability insurance that provides protection against personal injury, advertising injury and property damage to third parties at levels of coverage required by all applicable laws in the Territory.
8.3. Customer agrees 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, Customer may choose to insure itself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Customer’s subcontractors may also, to the extent permitted by applicable law, maintain occupational accident insurance in place of workers’ compensation insurance.
8.4. Customer shall add Cab4Now.com (or any Affiliate which may be designated by Cab4Now.com from time to time) to Customer’s insurance policies required in Sections 8.1 and 8.2 above as an additional insured, and shall, upo Cab4Now.com’s request, provide Cab4Now.com with a copy of such insurance certificate(s) within seven (7) days of such request. Cab4Now.com may, at any time, verify Customer’s and its Drivers’ insurance coverage with insurance providers or third parties.
8.5. Customer shall, and shall ensure that its Drivers shall, notify Cab4Now.com (or any Affiliate that may be designated by Cab4Now.com from time to time) as soon as reasonably possible, and in any case within thirty (30) days, of any incident which may give rise to an insurance claim.
9. Representations and Warranties; Disclaimers
9.1. By Customer Customer hereby represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the term will not enter into, any agreement that would prevent it from complying with this Agreement; (d) it will comply with all applicable laws in its 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 Drivers and Vehicles pursuant to this Agreement, and (ii) passenger Transportation Services to third parties in the Territory generally; and (e) it shall require all Drivers to comply with the Driver Addendum, the applicable terms and conditions set forth in this Agreement and all applicable laws.
9.2. Disclaimer of Warranties. Cab4Now.com provides, and Customer accepts, the Cab4Now.com Services, Driver App and the Cab4Now.com Devices o an “as is” and “as available” basis. Neither Cab4Now.com nor any of its Affiliates in the Territory represents, warrants or guarantees that Customer’s or any Driver’s access to or use of the Cab4Now.com Services, Driver App or the Cab4Now.com Devices: (a) will be uninterrupted or error free; or (b) will result in any requests for Transportation Services. Cab4Now.com functions as an on-demand lead generation and related service only and makes no representations, warranties or guarantees as to the actions or inactions of the Users who may request (either directly or via an Cab4Now.com Affiliate in the Territory acting as agent) or receive Transportation Services from Customer or any Driver hereunder, and Cab4Now.com need not screen or otherwise evaluate Users. By using the Cab4Now.com Services and Driver App, Customer acknowledges and agrees that Customer or a Driver may be introduced to a third party (including Users) that may pose harm or risk to Customer, a Driver or other third parties. Customer and Drivers are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the Cab4Now.com Services or Driver App. Notwithstanding Cab4Now.com’s appointment as the limited payment collection agent of Customer for the purpose of accepting payment from Users on behalf of Customer as set forth in Section above, Cab4Now.com expressly disclaims all liability for any act or omission of Customer, any Driver, any User or other third party.
9.3. No Service Guarantee Neither Cab4Now.com nor any of its Affiliates in the Territory guarantees the availability or uptime of the Cab4Now.com Services or Driver App. Customer acknowledges and agrees that the Cab4Now.com Services or Driver App may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Cab4Now.com Services or Driver App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and neither Cab4Now.com nor any of its Affiliates in the Territory is responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.
10.1. Customer shall indemnify, defend (at Cab4Now.com’s option) and hold harmless Cab4Now.com 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) Customer’s breach of its representations, warranties or obligations under this Agreement; or (b) a claim by third party (including Users, regulators and governmental authorities) directly or indirectly related to Customer’s provision of Transportation Services or use of the Cab4Now.com Services.
10.2. As between Customer and Cab4Now.com, Customer is and shall be solely responsible for its Drivers’ provision of Transportation Services. As such, Customer shall indemnify, defend (at Cab4Now.com’s option) and hold harmless Cab4Now.com 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 directly or indirectly arising out of or related to its Drivers’ provision of Transportation Services or use of the Cab4Now.com Services.
11. Limits of Liability Cab4Now.com and its Affiliates shall not be liable under or related to this Agreement for any of the following, whether based o 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) Customer’s, Driver’s 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 Cab4Now.com’s obligations to pay amounts due to Customer pursuant to Section above, but subject to any limitations or other provisions contained in this Agreement which are applicable thereto, in no event shall the liability of Cab4Now.com or its Affiliates under this Agreement exceed the amount of Service Fees actually paid to or due to Cab4Now.com hereunder in the six (6) month period immediately preceding the event giving rise to such claim. Customer acknowledges and agrees that any and all claims Customer has or purports to have against Cab4Now.com and/or its Affiliates should be notified to Cab4Now.com and/or its Affiliates within one (1) year after the event(s) that gave rise to such claim and that Customer forfeits all rights in respect of that claim if Customer fails to do so. Nothing in this Section 11 purports to limit or exclude liability that cannot be limited or excluded by applicable law.
12. Term and Termination
12.1. Term This Agreement shall commence on the date that the Agreement is executed by Customer (electronically or otherwise) and shall continue until terminated as set forth herein.
12.2. Termination Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior 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, Cab4Now.com may terminate this Agreement or deactivate Customer or a particular Driver immediately, without notice, with respect to Customer and/or any Driver in the event Customer and/or any Driver, as applicable, or no longer qualifies, under applicable law or the standards and policies of Cab4Now.com, to provide Transportation Services or to operate the Vehicle, or as otherwise set forth in this Agreement. 12.3. Effect of Termination Upon termination of the Agreement, Customer and all Drivers, as applicable, shall: (a) promptly return to Cab4Now.com all Cab4Now.com Devices; and (b) immediately delete and fully remove the Driver App from any applicable Driver-Provided Devices. Outstanding payment obligations and Sections 1, 2.3, 2.5, 2.6.3, 4.7, 4.8, 5.3, 6, 7, 9, 10, 11, 12.3, 13, 1 and 15 shall survive the termination of this Agreement.
13. Relationship of the Parties
13.1. Except as otherwise expressly provided herein with respect to Cab4Now.com acting as the limited payment collection agent solely for the purpose of collecting payment from Users o behalf of Customer, the relationship between the parties under this Agreement is solely that of independent contractors. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create an employment relationship (including from a labor law, tax law or social security law perspective), between Cab4Now.com (or any of its Affiliates in the Territory) and Customer or any Driver; and (b) no joint venture, partnership, or agency relationship exists between Cab4Now.com and Customer or Cab4Now.com and any Driver.
13.2. Customer has no authority to bind Cab4Now.com and undertakes not to hold itself out, and to ensure that each Driver does not hold himself or herself out, as an employee, agent or authorised representative of Cab4Now.com or its Affiliates. Where, by implication of mandatory law or otherwise, Customer or any Driver may be deemed an employee, agent or representative of Cab4Now.com, Customer undertakes and agrees to indemnify, defend (at Cab4Now.com’s option) and hold Cab4Now.com and its Affiliates harmless from and against any claims by any person, entity, regulators or governmental authorities based o such implied employment, agency or representative relationship.
13.3. Customer expressly acknowledges and agrees that by agreeing to the terms and conditions of this Agreement, Customer intends to perform Transportation Services in a non-incidental manner and, as such, Cab4Now.com will consider Customer and its Drivers to be taxable persons in accordance with all applicable VAT and indirect tax legislation.
14. Miscellaneous Terms
14.1. Modification Cab4Now.com reserves the right to modify the terms and conditions of this Agreement or the Driver Addendum at any time, effective upon publishing an updated version of this Agreement or the Driver Addendum, as applicable, o the online portal available to Customer o the Cab4Now.com Services. Cab4Now.com reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. Customer hereby acknowledges and agrees that, by using the Cab4Now.com Services, or downloading, installing or using the Driver App, Customer is boun by any future amendments and additions to this Agreement, information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fare Calculations. Continued use of the Cab4Now.com Services or Driver Ap after any such changes shall constitute Customer’s consent to such changes.
14.2. Supplemental Terms Supplemental terms may apply to Customer’s and Driver’s use of the Cab4Now.com Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). Customer 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.
14.3. Severability If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable (part of the) provision with (part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of this Agreement.
14.4. Assignment Customer may not 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. Cab4Now.com may assign or transfer this Agreement or any or all of its rights or obligations hereunder, in whole or in part, under this Agreement from time to time without consent.
14.5. Entire Agreement This Agreement, including the recitals and 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 part of this Agreement.
14.6. No Third Party Beneficiaries Save where this agreement expressly confers rights on Cab4Now.com Affiliates in the Territory, the parties acknowledge that there are n 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.
14.7. Notices Any notice delivered by Cab4Now.com to Customer under this Agreement will be delivered by email to the email address associated with Customer’s account or by posting on the online portal available to the Customer o the Cab4Now.com Services. Any notice delivered by Customer to Cab4Now.com under this Agreement will be delivered by contacting Cab4Now.com at https://Cab4Now.com.com in the “Contact” section. Additional Territory-specific notices may be required from time to time.
15. Governing Law Except as otherwise set forth in this Agreement, this Agreement shall be exclusively governed by and construed in accordance with the laws of Malta, excluding its rules on conflicts of laws. The Vienna Convention on the International Sale of Goods of 1980 (CISG) shall not apply. By creating a partner account on Cab4Now.com “YOU ACCEPT” (as such may be required by applicable law), and the Customer expressly acknowledges that Customer has read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that Customer agrees to be bound by the terms and conditions of this Agreement, and that Customer is legally competent to enter into this Agreement with Cab4Now.com.