Agreement

This Technology Services Agreement (“Agreement”) constitutes a legal agreement between you, an individual (“you”) and EURO FIRST MULTIMEDIA (doing business as “Metropolitan Taxi Service”) (“Company”). Company provides lead generation to independent providers of passenger transportation, shopping, delivery and/or professional services using the Metropolitan Taxi Service Services (as defined below). The Metropolitan Taxi Service Services enable an authorized provider to seek, receive and fulfill requests for transportation, shopping, delivery and/or professional services from an authorized user of Metropolitan Taxi Service’s mobile applications. You desire to enter into this Agreement for the purpose of accessing and using the Metropolitan Taxi Service Services. You acknowledge and agree that Company is a technology services provider that does not provide transportation, shopping, delivery or professional services. In order to use the Metropolitan Taxi Service 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. IMPORTANT: PLEASE NOTE THAT TO USE THE Metropolitan Taxi Service SERVICES, YOU MUST AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW. PLEASE REVIEW THE ARBITRATION PROVISION SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH THE COMPANY ON AN INDIVIDUAL BASIS, EXCEPT AS PROVIDED IN SECTION 15.3, THROUGH FINAL AND BINDING ARBITRATION UNLESS YOU CHOOSE TO OPT OUT OF THE ARBITRATION PROVISION. BY VIRTUE OF YOUR ELECTRONIC EXECUTION OF THIS AGREEMENT, YOU WILL BE ACKNOWLEDGING THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS OF THIS AGREEMENT (INCLUDING THE ARBITRATION PROVISION) AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT BUSINESS DECISION. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN THE ARBITRATION PROVISION BELOW.

1. Definitions

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 or the majority of the voting rights of such entity.
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 Company from time to time.
1.3. “Company Data” means all data related to the access and use of the Metropolitan Taxi Service Services hereunder, including all data related to Users (including User Information), all data related to the provision of Metropolitan Taxi Service Services via the Metropolitan Taxi Service Services and the Metropolitan Taxi Service App, and the Driver ID.
1.4. “Company Device” means a mobile device owned or controlled by Company that is provided to you solely for your use of the Metropolitan Taxi Service App to provide Metropolitan Taxi Service Services.
1.5. “Device” means a Company Device or Your Device, as the case may be.
1.6. “Driver ID” means the identification and password key assigned by Company to you that enables you to use and access the Metropolitan Taxi Service App.
1.7. “Fee” has the meaning set forth in Section 4.1.
1.8. “Metropolitan Taxi Service App” means the mobile application provided by Company that enables service providers to access the Metropolitan Taxi Service Services for the purpose of seeking, receiving and fulfilling on-demand requests for transportation, shopping, delivery and/or professional services by Users, as may be updated or modified from time to time.
1.9. “Metropolitan Taxi Service Services” mean Metropolitan Taxi Service’s on-demand lead generation and related services that enable transportation, shopping, delivery and/or professional service providers to seek, receive and fulfill on-demand requests for transportation, shopping, delivery and/or professional services by Users; such Metropolitan Taxi Service Services include access to the Metropolitan Taxi Service App and Metropolitan Taxi Service’s software, websites, payment services as described in Section 4 below, and related support services systems, as may be updated or modified from time to time.
1.10. “Service Fee” has the meaning set forth in Section 4.2.
1.11. “Territory” means the city or metro areas in the United States in which you are enabled by the Metropolitan Taxi Service App to receive requests for Metropolitan Taxi Service Services.
1.12. “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 Metropolitan Taxi Service Services based on available information.
1.13. “User” means an end user authorized by Metropolitan Taxi Service to use the Metropolitan Taxi Service mobile application for the purpose of obtaining transportation, shopping, delivery and/or professional services offered by Company’s transportation, shopping, delivery and professional service provider.
1.14. “User Information” means information about a User made available to you in connection with such User’s request for and use of Metropolitan Taxi Service’s Services, which may include the User’s name, pick-up and/or delivery location, contact information and photo.
1.15. “Vehicle” means your vehicle that: (a) meets the then-current Company requirements for a vehicle on the Metropolitan Taxi Service Services; and (b) Company authorizes for your use for the purpose of providing Metropolitan Taxi Service Services.
1.16. “Your Device” means a mobile device owned or controlled by you: (a) that meets the then current Company specifications for mobile devices; and (b) on which the Metropolitan Taxi Service App has been installed as authorized by Company solely for the purpose of providing Metropolitan Taxi Service Services.

2. Use of the Metropolitan Taxi Service Services

2.1. Driver IDs. Metropolitan Taxi Service will issue you a Driver ID to enable you to access and use the Metropolitan Taxi Service App on a Device in accordance with this Agreement. Company reserves the right to deactivate your Driver ID if you have not fulfilled a request for Metropolitan Taxi Service Services using the Metropolitan Taxi Service App at least once a month. You agree that you will maintain your Driver ID in confidence and not share your Driver ID with any third party. You will immediately notify Company of any actual or suspected breach or improper use or disclosure of your Driver ID or the Metropolitan Taxi Service App.
2.2. Provision of Metropolitan Taxi Service Services. When the Metropolitan Taxi Service App is active, User requests for Metropolitan Taxi Service Services may appear to you via the Metropolitan Taxi Service App if you are available and in the vicinity of the User. If you accept a User’s request for Metropolitan Taxi Service Services, Company will provide you with certain User Information via the Metropolitan Taxi Service App, including the User’s first name and pickup location. In order to enhance User satisfaction with the Metropolitan Taxi Service mobile application and your Metropolitan Taxi Service Services, it is recommended that you wait at least ten (10) minutes for a User to show up at the requested pick-up location. You acknowledge and agree that once you have accepted a User’s request for Metropolitan Taxi Service Services, Metropolitan Taxi Service’s mobile application may provide certain information about you to the User, including your first name, contact information, photo and location, and your Vehicle’s make and license plate number. You shall not contact any Users or use any User’s personal data for any reason other than for the purposes of fulfilling Metropolitan Taxi Service 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 Metropolitan Taxi Service Services; and (b) except for any Company Devices (if applicable), you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to perform Metropolitan Taxi Service Services. You understand and agree that you have a legal obligation under the Americans with Disabilities Act and similar state laws to transport Users with Service Animals (as defined by applicable state and federal law), including guide dogs for the blind and visually impaired Users, and there is no exception to this obligation for allergies or religious objections. Your knowing failure to transport a User with a Service Animal shall constitute a material breach of this Agreement. You agree that a “knowing failure” to comply with this legal obligation shall constitute either: (1) a denial of a ride where you state the denial was due to a Service Animal; or (2) there is more than one (1) instance in which a User or the companion of a User alleges that you cancelled or refused a ride on the basis of a Service Animal.
2.3. Your Relationship with Users. You acknowledge and agree that your provision of Metropolitan Taxi Service Services to Users creates a direct business relationship between you and the User. Company is not responsible or liable for the actions or inactions of a User in relation to you, your activities or your Vehicle. You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your provision of Metropolitan Taxi Service Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate licenses and insurance that meets the requirements of all applicable laws including motor vehicle financial responsibility laws) regarding any acts or omissions of a User or third party. You acknowledge and agree that Company may release your contact and/or insurance information to a User upon such User’s reasonable request. You acknowledge and agree that, unless specifically consented to by a User, you may not transport or allow inside your Vehicle individuals other than a User and any individuals authorized by such User, during the performance of Metropolitan Taxi Service Services for such User. You acknowledge and agree that all Users should be transported directly to their specified destination, as directed by the applicable User, without unauthorized interruption or unauthorized stops.
2.4. Your Relationship with Company. You acknowledge and agree that Company’s provision to you of the Metropolitan Taxi Service App and the Metropolitan Taxi Service 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 Metropolitan Taxi Service 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 Metropolitan Taxi Service App or the Metropolitan Taxi Service Services. You retain the option, via the Metropolitan Taxi Service App, to attempt to accept or to decline or ignore a User’s request for Metropolitan Taxi Service Services via the Metropolitan Taxi Service Services, or to cancel an accepted request for Metropolitan Taxi Service Services via the Metropolitan Taxi Service App, 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 software application services in addition to the Metropolitan Taxi Service 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 Metropolitan Taxi Service App or the Metropolitan Taxi Service 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.
2.5. Ratings.
2.5.1. You acknowledge and agree that: (a) after receiving Metropolitan Taxi Service Services, a User will be prompted by Metropolitan Taxi Service’s mobile application to provide a rating of you and such Metropolitan Taxi Service Services and, optionally, to provide comments or feedback about you and such Metropolitan Taxi Service Services; and (b) after providing Metropolitan Taxi Service Services, you will be prompted by the Metropolitan Taxi Service App to provide a rating of the User and, optionally, to provide comments or feedback about the User. You shall provide your ratings and feedback in good faith.
2.5.2. You acknowledge that Company desires that Users have access to high-quality services via Metropolitan Taxi Service’s mobile application. In order to continue to receive access to the Metropolitan Taxi Service App and the Metropolitan Taxi Service Services, you must maintain an average rating by Users 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 Users’ satisfaction with your Metropolitan Taxi Service 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 Metropolitan Taxi Service App and the Metropolitan Taxi Service Services. Additionally, you acknowledge that your repeated failure to accept User requests for Metropolitan Taxi Service Services while you are logged in to the Metropolitan Taxi Service App creates a negative experience for Users of Metropolitan Taxi Service’s mobile application. If you do not wish to accept User requests for Metropolitan Taxi Service Services for a period of time, you agree that you will log off of the Metropolitan Taxi Service App.
2.5.3. Company and its Affiliates reserve the right to use, share and display your and User ratings and comments in any manner in connection with the business of Company and its Affiliates without attribution to you or your approval. You acknowledge and agree that Company and its Affiliates are distributors (without any obligation to verify) and not publishers of your and User ratings and comments, provided that Company 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 Company’s or its Affiliates’ content policies.
2.6. Devices.
2.6.1. Company encourages you to use Your Device in providing Metropolitan Taxi Service Services. Otherwise, if you elect to use any Company Devices, Company will supply you upon request with Company Devices and provide the necessary wireless data plan for such Devices, provided that Company will require reimbursement from you for the costs associated with the wireless data plan of each Company Device and/or request a deposit for each Company Device. You agree that: (a) Company Devices may only be used for the purpose of enabling your access to the Metropolitan Taxi Service Services; and (b) Company Devices may not be transferred, loaned, sold or otherwise provided in any manner to any party other than you. Company Devices shall at all times remain the property of Company, and upon termination of this Agreement or your termination or deactivation, you agree to return to Company the applicable Company Devices within ten (10) days. You agree that failure to timely return any Company Devices, or damage to Company Devices outside of “normal wear and tear,” will result in the forfeiture of related deposits.
2.6.2. If you elect to use Your Devices: (i) you are responsible for the acquisition, cost and maintenance of Your Devices as well as any necessary wireless data plan; and (ii) Company shall make available the Metropolitan Taxi Service App for installation on Your Device. Company hereby grants you a personal, non-exclusive, non-transferable license to install and use the Metropolitan Taxi Service App on Your Device solely for the purpose of providing Metropolitan Taxi Service Services. You agree to not provide, distribute or share, or enable the provision, distribution or sharing of, the Metropolitan Taxi Service App (or any data associated therewith) with any third party. The foregoing license grant shall immediately terminate and you will delete and fully remove the Metropolitan Taxi Service App from the Driver-Provided Device in the event that you cease to provide Metropolitan Taxi Service Services using Your Device. You agree that: (i) use of the Metropolitan Taxi Service App on Your Device requires an active data plan with a wireless carrier associated with Your Device, which data plan will be provided by you at your own expense; and (ii) use of the Metropolitan Taxi Service App on Your Device as an interface with the Metropolitan Taxi Service Services may consume very large amounts of data through the data plan. COMPANY ADVISES THAT YOUR DEVICE ONLY BE USED UNDER A DATA PLAN WITH UNLIMITED OR VERY HIGH DATA USAGE LIMITS, AND COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FEES, COSTS, OR OVERAGE CHARGES ASSOCIATED WITH ANY DATA PLAN.
2.7. Location Based Services. You acknowledge and agree that your geo-location information must be provided to the Metropolitan Taxi Service Services via a Device in order to provide Metropolitan Taxi Service Services. You acknowledge and agree that: (a) your geo-location information may be obtained by the Metropolitan Taxi Service Services while the Metropolitan Taxi Service App is running; and (b) the approximate location of your Vehicle will be displayed to the User before and during the provision of Metropolitan Taxi Service Services to such User. In addition, Company and its Affiliates may monitor, track and share with third parties Driver’s geo-location information obtained by the Metropolitan Taxi Service App and Device for safety and security purposes.

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 Metropolitan Taxi Service 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, Metropolitan Taxi Service 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 Metropolitan Taxi Service App or the Metropolitan Taxi Service 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 Metropolitan Taxi Service 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. Your Payment. You are entitled to charge a fee for each instance of completed Metropolitan Taxi Service Services provided to a User that are obtained via the Metropolitan Taxi Service Services (“Fee”). While Metropolitan Taxi Service increases your Fee by 15% and charges the total increased amount to the User, you are entitled to the Fee you originally quoted to User. You are entitled to quote User any amount you deem appropriate to fulfill User’s request for goods and/or services. You acknowledge and agree that you shall not negotiate any other amount with or offer any other products or services to a User outside of the Metropolitan Taxi Service App. You are responsible for charging User any Tolls, taxes or fees incurred during the provision of Metropolitan Taxi Service Services, if applicable. You: (i) appoint Company as your limited payment collection agent solely for the purpose of accepting the Fee, applicable Tolls and, depending on the region and/or if requested by you, applicable taxes and fees from the User on your behalf via the payment processing functionality facilitated by the Metropolitan Taxi Service Services; and (ii) agree that payment made by User to Company (or to an Affiliate of Company acting as an agent of Company) shall be considered the same as payment made directly by User to you. Company agrees to remit, or cause to be remitted, to you on a bi-weekly basis: the Fee less the applicable Service Fee. Shall Company become aware of a transaction between You and User generated through the Metropolitan Taxi Service App but paid outside of the Metropolitan Taxi Service payment platform, Company reserves the right to deduct 15% of that transaction amount from the payment remitted to you.
4.2. Service Fee. In consideration of Company’s provision of the Metropolitan Taxi Service App and the Metropolitan Taxi Service Services for your use and benefit hereunder, you agree to pay Company a service fee on a per transaction basis calculated as a percentage of the Fee (“Service Fee”). The Service Fee shall also include any applicable credit card fees charged by credit card merchants. 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 Metropolitan Taxi Service Services after any such change in the Service Fee calculation shall constitute your consent to such change.
4.3. Receipts. As part of the Metropolitan Taxi Service Services, Company provides you a system for the delivery of receipts to Users for Metropolitan Taxi Service Services rendered. Upon your completion of Metropolitan Taxi Service Services for a User, Company prepares an applicable receipt and issues such receipt to the User via email on your behalf. Such receipts are also provided to you via email or the online portal available to you through the Metropolitan Taxi Service Services. Receipts include the breakdown of amounts charged to the User for Metropolitan Taxi Service Services and may include specific information about you, including your name, contact information and photo, as well as a map of the route you took.
4.4. 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 Users to Metropolitan Taxi Service and to increase existing Users’ use of Metropolitan Taxi Service’s mobile application. 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. 4.5. 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 Metropolitan Taxi Service 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 Metropolitan Taxi Service Services. Notwithstanding anything to the contrary in this Agreement, Company may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of Metropolitan Taxi Service Services and/or provide any of the relevant tax information you have provided pursuant to the foregoing requirements in this Section 4.5 directly to the applicable governmental tax authorities on your behalf or otherwise.

5. Proprietary Rights; License

5.1. License Grant. Subject to the terms and conditions of this Agreement, Company hereby grants you a non-exclusive, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the Metropolitan Taxi Service Services solely for the purpose of providing Metropolitan Taxi Service Services to Users and tracking resulting Fees. All rights not expressly granted to you are reserved by Company, its Affiliates and their respective licensors.
5.2. Restrictions. You 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 Metropolitan Taxi Service Services, Metropolitan Taxi Service App or any Company Device in any way; (b) modify or make derivative works based upon the Metropolitan Taxi Service Services or Metropolitan Taxi Service App; (c) improperly use the Metropolitan Taxi Service Services or Metropolitan Taxi Service App, including creating Internet “links” to any part of the Metropolitan Taxi Service Services or Metropolitan Taxi Service App, “framing” or “mirroring” any part of the Metropolitan Taxi Service Services or Metropolitan Taxi Service App on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Metropolitan Taxi Service Services or Metropolitan Taxi Service App; (d) reverse engineer, decompile, modify, or disassemble the Metropolitan Taxi Service Services or Metropolitan Taxi Service App, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the Metropolitan Taxi Service Services or Metropolitan Taxi Service App to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Metropolitan Taxi Service 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 Metropolitan Taxi Service Services; or (iv) attempt to gain unauthorized access to the Metropolitan Taxi Service Services or its related systems or networks.
5.3. Ownership. The Metropolitan Taxi Service Services, Metropolitan Taxi Service App and Company Data, including all intellectual property rights therein, and the Company Devices are and shall remain (as between you and Company) the property of Company, its Affiliates or their respective licensors. Neither this Agreement nor your use of the Metropolitan Taxi Service Services, Metropolitan Taxi Service App or Company Data conveys or grants to you any rights in or related to the Metropolitan Taxi Service Services, Metropolitan Taxi Service App or Company Data, except for the limited license granted above. Other than as specifically permitted by the Company in connection with the Metropolitan Taxi Service Services, you are not permitted to use or reference in any manner Company’s, its Affiliates’, or their respective licensors’ company names, logos, products and service names, trademarks, service marks, trade dress, copyrights or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs (the "Metropolitan Taxi Service Marks and Names") for any commercial purposes. You agree that you will not try to register or otherwise use and/or claim ownership in any of the Metropolitan Taxi Service Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.

6. Confidentiality

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 Company 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 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).
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.

7. Privacy

7.1. Disclosure of Your Information. Subject to applicable law, Company and its Affiliates may, but shall not be required to, provide to you, a User, 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 Metropolitan Taxi Service Services provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident, between you and a User; (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 Metropolitan Taxi Service 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 Metropolitan Taxi Service 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 Metropolitan Taxi Service Services. You understand that Company may retain your personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.
7.2. Company and its Affiliates may collect your personal data during the course of your application for, and use of, the Metropolitan Taxi Service 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.

8. Insurance

8.1. 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.
8.2. 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. 8.3. 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 Metropolitan Taxi Service 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). 8.4. Company may maintain during the term of this Agreement insurance related to your provision of Metropolitan Taxi Service 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 Metropolitan Taxi Service Services and to cooperate and provide all necessary information related thereto.

9. Representations and Warranties; Disclaimers

9.1. 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) Metropolitan Taxi Service Services using the Vehicles pursuant to this Agreement, and (ii) passenger transportation services to third parties in the Territory generally.
9.2. Disclaimer of Warranties. COMPANY AND ITS AFFILIATES PROVIDE, AND YOU ACCEPT, THE Metropolitan Taxi Service SERVICES, Metropolitan Taxi Service APP AND THE COMPANY DEVICES 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 Metropolitan Taxi Service SERVICES, Metropolitan Taxi Service APP OR THE COMPANY DEVICES: (A) WILL BE UNINTERRUPTED OR ERROR FREE; OR (B) WILL RESULT IN ANY REQUESTS FOR Metropolitan Taxi Service 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 USERS WHO MAY REQUEST OR RECEIVE Metropolitan Taxi Service SERVICES FROM YOU, AND COMPANY AND ITS AFFILIATES DO NOT SCREEN OR OTHERWISE EVALUATE USERS. BY USING THE Metropolitan Taxi Service SERVICES AND Metropolitan Taxi Service APP, 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 Metropolitan Taxi Service SERVICES OR Metropolitan Taxi Service APP.NOTWITHSTANDING COMPANY’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF YOU FOR THE PURPOSE OF ACCEPTING PAYMENT FROM USERS 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 USER OR OTHER THIRD PARTY. 9.3. No Service Guarantee. COMPANY AND ITS AFFILIATES DO NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE Metropolitan Taxi Service SERVICES OR Metropolitan Taxi Service APP. YOU ACKNOWLEDGE AND AGREE THAT THE Metropolitan Taxi Service SERVICES OR Metropolitan Taxi Service APP MAY BE UNAVAILABLE AT ANY TIME AND FOR ANY REASON (e.g., DUE TO SCHEDULED MAINTENANCE OR NETWORK FAILURE). FURTHER, THE Metropolitan Taxi Service SERVICES OR Metropolitan Taxi Service APP 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.

10. 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 Users, regulators and governmental authorities) directly or indirectly related to your provision of Metropolitan Taxi Service Services or use of the Metropolitan Taxi Service Services. This indemnification provision shall not apply to your breach of any representations regarding your status as an independent contractor.

11. 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.

12. Term and Termination

12.1. Term. This Agreement shall commence on the date accepted by you 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 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 or deactivate your Driver ID 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 Metropolitan Taxi Service Services or to operate the Vehicle, or as otherwise set forth in this Agreement.
12.3. Effect of Termination. Upon termination of the Agreement, you shall: (a) promptly return to Company all Company Devices; and (b) immediately delete and fully remove the Metropolitan Taxi Service App from any of Your Devices. Outstanding payment obligations and Sections 1, 2.3, 2.5.3, 4.4, 4.5, 5.3, 6, 7, 9, 10, 11, 12.3, 13, 14 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 Company acting as the limited payment collection agent solely for the purpose of collecting payment from Users 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.
13.2. 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.

14. Miscellaneous Terms

14.1. 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 Metropolitan Taxi Service Services, or downloading, installing or using the Metropolitan Taxi Service App, you are bound by any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fee Calculations. Continued use of the Metropolitan Taxi Service Services or Metropolitan Taxi Service App after any such changes shall constitute your consent to such changes. Unless changes are made to the arbitration provisions herein, you acknowledge and agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration.
14.2. Supplemental Terms. Supplemental terms may apply to your use of the Metropolitan Taxi Service 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.
14.3. 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.
14.4. 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.
14.5. 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.
14.6. No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement, except as expressly set forth in the Arbitration Provision in Section 15.3. 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 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 Metropolitan Taxi Service Services. Any notice delivered by you to Company under this Agreement will be delivered by contacting Company at [INSERT CONTACT INFO from “Contact Us” section]. Additional Territory-specific notices may be required from time to time.

15. Governing Law; Arbitration

15.1. The choice of law provisions contained in this Section 15.1 do not apply to the arbitration clause contained in Section 15.3, such arbitration clause being governed by the Federal Arbitration Act. Accordingly, and except as otherwise stated in Section 15.3, the interpretation of this Agreement shall be governed by California law, without regard to the choice or 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 Metropolitan Taxi Service Services that are not subject to the arbitration clause contained in Section 15.3 shall be subject to the exclusive jurisdiction of the state and federal courts located in the City and County of Los Angeles, California. However, neither the choice of law provision regarding the interpretation of this Agreement nor the forum selection provision is intended to create any other substantive right to non-Californians to assert claims under California law whether that be by statute, common law, or otherwise. These provisions, and except as otherwise provided in Section 15.3, are only intended to specify the use of California law to interpret this Agreement and the forum for disputes asserting a breach of this Agreement, and these provisions shall not be interpreted as generally extending California law to you if you do not otherwise reside or provide services in California. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 15.3 or to any arbitrable disputes as defined therein. Instead, as described in Section 15.3, the Federal Arbitration Act shall apply to any such disputes. The failure of Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Metropolitan Taxi Service in writing.
15.2. Other than disputes regarding the intellectual property rights of the parties and other claims identified in Section 15.3.ii, any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Metropolitan Taxi Service Services shall be subject to arbitration pursuant to Section 15.3.
15.3. Arbitration Provision. WHETHER TO AGREE TO ARBITRATION IS AN IMPORTANT BUSINESS DECISION. IT IS YOUR DECISION TO MAKE, AND YOU SHOULD NOT RELY SOLELY UPON THE INFORMATION PROVIDED IN THIS AGREEMENT AS IT IS NOT INTENDED TO CONTAIN A COMPLETE EXPLANATION OF THE CONSEQUENCES OF ARBITRATION. YOU SHOULD TAKE REASONABLE STEPS TO CONDUCT FURTHER RESEARCH AND TO CONSULT WITH OTHERS — INCLUDING BUT NOT LIMITED TO AN ATTORNEY — REGARDING THE CONSEQUENCES OF YOUR DECISION, JUST AS YOU WOULD WHEN MAKING ANY OTHER IMPORTANT BUSINESS OR LIFE DECISION. In the interest of resolving disputes between you and Metropolitan Taxi Service in the most expedient and cost effective manner, you and Metropolitan Taxi Service agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. Any arbitration between you and Need-itMetropolitan Taxi Service will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Metropolitan Taxi Service at [insert customer service email].YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Metropolitan Taxi Service ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Despite the provisions directly preceding, we both agree that nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either of us to: (a) Bring an individual action in small claims court; (b) Pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) Seek injunctive relief in a court of law; or (d) To file suit in a court of law to address an intellectual property infringement claim. In the event any portion of this Arbitration Provision is deemed unenforceable, the remainder of this Arbitration Provision will be enforceable. By clicking “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.