AVOTRA INTELLIGENT TRANSPORT SERVICES (ITS) AGREEMENT FOR OPERATORS IF YOU PURCHASE ANY CREDITS, SUBSCRIBE FOR ITS OR USE ANY OF OUR SERVICES, YOU AGREE THAT YOUR CREDITS, SUBSCRIPTION AND ACCESS OR USE OF OUR SERVICES WILL BE GOVERN BY THIS AGREEMENT. BY CLICKING 'AGREE & PAY' BUTTON AT THE FOOT OF THIS AGREEMENT YOU AGREE TO THE TERMS SET OUT BELOW. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. You may not access the Services (as defined below) if you are our direct competitor or associated with such, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. This Agreement was last updated on July 24, 2016. It is effective between you and us as of the date you accept and agree to the terms, conditions and provisions of this Agreement.
  1. DEFINITIONS
"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity, provided that in the case of you, Affiliates also include any other entity whose Representatives you allow to use the Services. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. "Aggregation Services" means the referral or introduction of customers or bookings to you or leads or inquiries regarding potential customers or bookings provided or forwarded to you though any of the Services. "This Agreement" and references to "hereunder" or "hereto" means this Agreement and all annexes, addenda and exhibits hereto and Order Forms entered into hereunder. "Booking' means a service for fees provided by you or a User. “Cause” means: (i) the failure to cure a material breach of this Agreement or the EULA by a party after 30 days written notice of the same by the other party, (ii) in the case of you, the failure to pay any amount due hereunder or under an Order Form within 10 days of when due, or (iii) if a party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors "Development Services" means modifications or customizations to any of our applications, platform and/or Software for you or at your request. “EULA” means the End User License Agreement relating to the Software, as the same may be updated by us from time to time. It is intended that Users will be required to electronically indicate their agreement to the EULA in order to download and/or use the Software. “ITS” means the online, Web-based applications and platform provided by us, including our CabRouter service, “ITS Services” means access to and use of ITS, "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs. "Order Form" means the paper, on-line (at our website or otherwise) or other electronic ordering documents for purchases hereunder, including addenda thereto or any paper or on-line subscription, that are entered into between you and us from time to time; provided that an Order Form will not be binding on us unless and until it is accepted by us and payment required thereunder is made to us, provided that in the event of a conflict between the terms of this Agreement and the terms of an Order Form, the terms of this Agreement shall govern and prevail. Order Forms shall be deemed incorporated herein and this Agreement will be deemed incorporated in all such Order Forms by reference. "our Data" means any data related to a customer or rider who was introduced or directed to you by us or any of our Affiliates or partners or any of their respective websites and any other data or information provided to your or any of your Affiliates or Representatives through any of the Services. "Purchased Services" means the Services that you or your Affiliates or Users purchase from us and make full pay for. "Referral" means a referral or introduction of a customer to you or a lead or inquiry regarding a potential customer we provide to you or one of your Affiliates though any of the Services. "Representative(s)" means employees, consultants, contractors and agents of a person or entity, including any of the foregoing who use or access any of the Services or Confidential Information. Representatives may or may not be Users. "Services" means (i) ITS Services, (ii) the Software, (iii) all modifications, customizations and updates to ITS and/or the Software, (iv) any Aggregation Services, (v) any Development Services, and (vi) any Payment Services. “Software” means the software program that we provide for Users to download to a mobile phone or device and/or use in conjunction with the Services, and all updates thereto and versions thereof. "Third-Party Applications" means online, Web-based applications and services and offline software products that are provided by third parties, interoperate or work with the Services, and are identified as third-party applications. "User Guide" means the written informational material and online video tutorial modules for the Services, accessible via icons located within the Service or otherwise provided to you or any User, as updated from time to time. "Users" means individuals who are authorized by you to use the Services, for whom credit packs to a Service have been purchased, and who have been supplied user identifications and passwords by you. Users may include your employees, consultants, contractors and agents. "We," "Us”, "our" or “Avotra” (whether or not capitalized) means Avotra Ltd - the company described in Section 13 (Who you Are Contracting With, Notices, Governing Law and Jurisdiction). "You", "your" (whether or not capitalized) or "Vendor" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity. "Your Data" (whether or not capitalized) means all electronic data or information submitted by you to the Purchased Services.
  1. PURCHASED SERVICES
2.1. Provision of Purchased Services. We will use our reasonable efforts to make the Purchased Services available to you pursuant to this Agreement and the relevant Order Form. You agree that your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by us regarding future functionality or features. 2.2. Updates. The software which you use may automatically download and install updates from time to time from us. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit us to deliver these to you and your Users) as part of your and your Users use of the Services. 2.3. Payment Services. To the extent that We offer and you use any payment services (as described in the Payment Services Terms and Conditions annexed hereto), you agree to the Payment Services Terms and Conditions annexed hereto and such services will be provided on the terms and subject to the conditions set forth therein. 2.4. Development Services. Development Services will be provided only for separate fees pursuant to an Order From agreed to in writing by us, provided that whether or not we agree to an Order Form, except as expressly set forth in such Order Form, this Agreement will apply fully to any Development Services. 2.5. Aggregation Services Fees. The Services include eligibility for Referrals through Aggregation Services. If you are provided a Referral, you will pay the separate applicable Aggregation Services fees. If you are not a subscription customer and your balance is not sufficient for the applicable Referral fees, you may not be eligible to receive a Referral, so we urge you to sign up for a subscription or maintain a sufficient credit balance to be eligible for a Referral. 2.6 Pricing of Services. The fees and pricing of ITS Services, Credits, Aggregation Services and other Services are as set forth on the Avotra Website, as modified by us from time to time, or as We otherwise agree in writing. 2.7 Ways to use ITS. We may offer ITS Services and other Services in several ways, including by your purchase of Credits or your subscription to ITS Services or other Services. 2.8 Subscriptions. Subscriptions to ITS Services will be available only on an annual basis, provided that annual subscriptions will renew for additional terms of one year unless at least 60 days before the end of the then term of the subscription you provide Avotra with written notice of your Termination at the end of such term. The subscription pricing applicable to the renewal term will be the pricing in effect as of the date of renewal. If the pricing changes in the last 60 days of the then term, you may terminate your Subscription by written notice to us within 14 days after the pricing change. Subscriptions are otherwise non-cancellable.
  1. USE OF THE SERVICES
3.1. Our Responsibilities. We shall endeavour to: (i) provide to you with basic support for the Purchased Services at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice via the Purchased Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. GMT Friday to 3:00 a.m. GMT Monday), or (b) any unavailability caused by circumstances beyond our reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving our employees), or Internet service provider failures or delays, and (iii) provide the Purchased Services in accordance with applicable laws and government regulations. 3.2. Your Responsibilities. You shall (i) ensure and be responsible for ensuring Users’ and your Representatives compliance with this Agreement and the EULA, (ii) ensure and be solely responsible for the accuracy, quality, integrity and legality of your Data and of the means by which You and your Representatives acquired your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify us promptly of any such unauthorized access or use, (iv) use and will ensure all Users and your other Representatives use the Services only in accordance with the User Guide and applicable laws and government regulations and if You receive any Aggregation Services in compliance with our Code of Conduct, (v) ensure and be responsible for payment of any and all compensation due to any User and taxes, benefits, withholdings or national insurance contributions due in respect of or relating to users, (vi) vet all Users to ensure the they have the appropriate experience, training, ability and temperament and are otherwise suitable for the services that they are to provide, including conducting a background check and checking references, and (vii) provide the information regarding You and the Users reasonably requested by us from time to time for diligence and credit checking purposes. You shall not and will ensure your Users and other Representatives do not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use any Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material or conduct illegal activity, or to store or transmit material in violation of third-party privacy rights, (d) use any Services in an illegal manner or in connection with illegal activity, (e) use the Services to store or transmit Malicious Code, (f) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (g) attempt to gain unauthorized access to the Services or their related systems or networks ,or use, copy or distribute any copy of the Service, the Software or the User Guide or portion thereof except as necessary for You and Users to use the Service. 3.3. Usage Limitations. Services may be subject to other limitations, such as, for example, limits on disk storage space or equipment or communications capacity or capability, and for Services that enable you to provide public websites, on the number of page views by visitors to those websites. We will endeavour to note any such limitations in the User Guide. 3.4. User Codes. We or You may provide You and/or your Representatives with identifiers and/or security devices or prescribe security procedures relating to use or access to some or all of the Services, which may include, but may not be limited to, any digital certificate(s), unique identifiers, user name(s) and/or password(s) under separate cover which may be required to access or use the Services (collectively, “User Code(s)”). You agree that (a) You shall not, nor shall You permit any other person to, remove, modify, exchange, disable, penetrate or otherwise defeat any such security procedures, (b) You will take all necessary actions to preserve the confidentiality of such User Codes, (c) You shall restrict access to the User Codes and the Services to those persons who are duly authorized to have such access on your behalf; (d) You are responsible for ensuring that all information contained in any request for a User Code is complete and correct; (e) You are responsible for all acts or omissions that occur under any User Code; and (f) You shall immediately terminate a User Code in the event that (i) it is lost, stolen, or improperly disclosed to a third party; (ii) the authority or employment of any of your Representative provided with the User Code has been or is about to be terminated; (iii) the confidentiality of the User Code has been compromised in any way; or (iv) You learn about a possible or actual unauthorized access to and/or use of the Services through the User Code. 3.5. Code of Conduct. Because the Services include eligibility for Referrals through the Aggregation Services, You agree that all You will and will cause all your Affiliates and all Users to fully comply with the User Code of Good Conduct posted on the Avotra website, as updated from time to time, a current copy of which is annexed hereto (the "Code of Conduct"). 3.6. Compliance with Applicable Laws. Notwithstanding any tools or support We provide to you, you hereby assume full responsibility for, and shall ensure, compliance with any and all requirements and restrictions of all statutes, laws, rules, regulations, codes, ordinances, and industry guidelines applicable to you, your Affiliates and your Representatives or your or their business or activities or use of Services. In addition, you shall immediately notify us if any regulatory license or other authorization required for your or any of your Affiliates’ or Users’ use of the Services or offering of transportation services to customers is revoked or suspended.
  1. THIRD-PARTY PROVIDERS
4.1. Acquisition of Third-Party Products and Services. We may offer Third-Party Applications for sale under Order Forms or otherwise. Any other acquisition by you of third-party products or services, including Third-Party Applications and implementation, customisation and other consulting services, and any exchange of data between you and any third-party provider, is solely between you and the applicable third-party provider. We do not warrant or support third-party products or services, whether or not they are designated by us as “certified” or otherwise, except as specified in an Order Form. 4.2. Third-Party Applications and your Data. If you install or enable Third-Party Applications for use with Services, You acknowledge that we may allow providers of those Third-Party Applications to access your Data as required for the interoperation of such Third-Party Applications with the Services. Should we allow you to carry out work on behalf of one of our Third-Party platform partners, or our platform partner has expressed that you will carry out work on their behalf, We shall not be responsible for any disclosure, modification or deletion of your Data resulting from any such access by Third-Party Application providers. 4.3. Google and Microsoft Services. Service features that interoperate with Google and Microsoft services depend on the continuing availability of the API and program for use with the Services. If Google or Microsoft ceases to make the API or program available on reasonable terms for the Services, We may cease providing such Service features without entitling you to any refund, credit, or other compensation.
  1. FEES AND PAYMENT FOR PURCHASED SERVICES
5.1. Fees. You shall pay all fees specified in all Order Forms and this Agreement. Except as otherwise specified herein or in an Order Form, (i) fees are quoted and payable in UK Sterling, provided that if You are located in the United States, fees may be quoted in U.S. Dollars, (ii) fees are based on Services purchased and not actual usage, (iii) payment obligations are non-cancellable and fees paid are non-refundable, and (iv) the number of credits purchased cannot be decreased. Credit pack fees are based on 12 monthly periods that begin on the purchase date and expire 12 calendar months after. ITS Service fees are payable in advance by advance purchase of credit packs or if the Order Form so indicates, a 12 month or 24 month subscription. If the Order Form indicates a subscription, You shall pay the ITS Service fees “Subscription Fees” monthly in advance for the monthly quantity of Bookings indicated on the Order Form. To the extent that in any calendar month your Bookings, Referrals or other Services exceed the monthly subscription amount set forth in the Order Form, we will charge your account and invoice you and you will pay for the excess at our standard fees rate. Any other fees or amount due hereunder accrue immediately and are due by the end of the day, except as otherwise provided in the applicable Order Form. 5.2. Invoicing and Payment. If you provide credit card, pay pal or other payment processing service information to us, you authorize to charge the same for all Services listed in the Order Form or utilized by you or your Affiliates or Users. If you would prefer to purchase by a method other than a credit card, we will invoice you in advance and otherwise in accordance with the relevant Order Form. Once we have received, processed and had notification that that your funds have cleared we will activate the Services. You are responsible for maintaining complete and accurate billing and contact information in the Services. 5.3. Overdue Charges. If your credit pack reaches 0 or expires, whichever first, we may allow you to use 30% of the last purchase amount, then, at our discretion, 2 credits will be deducted for each booking entered. We will have the right to charge interest at the rate of 1.5% per month or the highest rate permitted by applicable law on any overdue amount. 5.4. Suspension of Service and Acceleration. If any amount owing by you under this or any other agreement for our services is 10 or more days overdue, We may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend our services to you until such amounts are paid in full. 5.5. Payment Disputes. We will not exercise our rights under Section 5.3 (Overdue Charges) or 5.4 (Suspension of Service and Acceleration) if the applicable charges are under reasonable and good-faith dispute and you are cooperating diligently to resolve the dispute unless we determine that the amount in question raises undue risk to us. 5.6. Taxes. Unless otherwise expressly stated, the fees stated in any Order Form or posted on our website exclude VAT and other taxes, which we may charge to you separately. In any case, you will be solely responsible any VAT or other taxes. 5.7. Booking Fees. You will promptly (but in any case by the end of each day) report to us in writing and remit to us all fees relating to any and all Bookings that result from a Referral. Such remittances shall be by such means as is designated by us from time to time. 5.8. Payment Services Fees. Payment Services Fees will be deducted from payments made through Payment Services. The amount of such fees will be as set forth in the Order Form for the Payment Services or as set by us from time to time. 5.9 Audit Rights. You will maintain complete and accurate accounting records in connection with your use of the Services and will provide to us or any of our auditors (whether internal or external), with access at all reasonable times to all data, books, records, information systems and your Representatives for the purpose of performing audits designed to confirm that you are meeting all applicable requirements under applicable law and this Agreement and have reported all fees correctly. If any such audit shows a shortfall for any period in excess of 5%, then you will reimburse us for the cost of the audit plus interest at the rate set out in clause 5.3 from the date the payments were first due and were not fully paid. 5.10. Monitoring. You acknowledge that we are entitled to monitor access or use of the Services through your and your Affiliates’ and Representatives’ User Codes to ensure compliance with this Agreement. You further acknowledge that if such monitoring party detects improper activity through your use of Services or any other failure to comply with this Agreement, your Use of the Services may be suspended or terminated.
  1. PROPRIETARY RIGHTS
6.1. Ownership of IP & Reservation of Rights. Subject to the limited rights expressly granted hereunder, we reserve and will retain all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein. 6.2. Restrictions. You shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivative works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on your own intranets or otherwise for your own internal business purposes, (iv)modify or reverse engineer or decompile the Services or the Software or extract or discover the source code thereof, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services. 6.3. Ownership of your Data and our Data. As between us and you, (i) you will exclusively own all rights, title and interest in and to all of your Data except for our Data, and (ii) We will exclusively own all rights, title and interest in and to all of our Data. Notwithstanding the foregoing or anything else set forth in this or any other Agreement, We have the right to use and commercially exploit aggregated data from your Data, including data from you, your Affiliates, your Users and your customers, so long as neither you nor your customers are identified in such data or as the source thereof. 6.4. Suggestions & Customizations. We shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by you, your Affiliates or any User or customer or customizations made for or by you relating to the Services, the Software or the User Guide. Notwithstanding the foregoing or anything else in this or any other agreement, We will have exclusive ownership of the Services, the Software, the User Guide, any and all modifications or customizations to the Services, the Software, the User Guide and anything else (including all any and all inventions, processes, ideas, works, software, documents other material) created or developed pursuant to Development Services and all worldwide copyrights, patent rights and trade secret rights and other intellectual property rights and registrations and applications for registrations related thereto, and to the extent that you have or obtain any of the foregoing, you hereby transfer and assign and agree to transfer and assign the same to us and agree to execute such documents as We may request to memorialize or perfect any of the foregoing.
  1. CONFIDENTIALITY
7.1. Definition of Confidential Information. As used herein, " Confidential Information" means all confidential information disclosed by a party or its platforms (e.g., in the case of Avotra, any Services) (" Disclosing Party") to the other party (" Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. your Confidential Information shall include your Data other than our Data; our Confidential Information shall include the Services, the Software, our Data and the User Guide; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. 7.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. We do not store credit card details and we treat your customer details as Confidential Information protected as provided in this Agreement. 7.3. Protection of your Data. Without limiting the above, we shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your Data. We shall not (a) modify your Data other than our Data, (b) disclose your Data other than our Data except as permitted by clause 6.3 or compelled by law in accordance with Section 7.4 (Compelled Disclosure) or as expressly permitted in writing by you, or (c) access your Data other than our Data except to provide the Services or prevent or address service or technical problems, or at your request in connection with customer support matters. 7.4. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
  1. WARRANTIES AND DISCLAIMERS
8.1. Our Warranties. We warrant that (i) the Services shall perform materially in accordance with the User Guide, and (ii) subject to Section 4.3 (Google and Microsoft Services), the functionality of the Services will not be materially decreased. For any breach of either such warranty, your exclusive remedy shall be as provided in Section 11.3 (Termination for Cause) and Section 11.4 (Refund or Payment upon Termination) below. 8.2. Mutual Warranties. Each party represents and warrants that (i) it has the legal power to enter into this Agreement, and (ii) it will not transmit to the other party any Malicious Code (except for Malicious Code previously transmitted to the warranting party by the other party or a User). 8.3. Disclaimer. We will have no responsibility or liability for the results of your or any Users’ use of the Services or the Software. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
  1. MUTUAL INDEMNIFICATION
9.1. Indemnification by us. We shall defend you against any third party claim, demand, suit, or proceeding (" Claim") made or brought against you by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify you for any damages finally awarded against, and for reasonable attorney’s fees incurred by, you in connection with any such Claim; provided, that you (a) promptly give us written notice of the Claim; (b) give us sole control of the defence and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases you of all liability); and (c) provide to us all reasonable assistance, at our expense; and further provided that this clause shall not apply if the Claim is based on use of the Service with any data, protocol, services, software, system or hardware not provided by us or modification of the Services by anyone other than us. If any such Claim is made, we reserve the right to modify the Service so that it is not infringing or terminate the Service and refund any unused Service credits. 9.2. Indemnification by you. You agree to defend, indemnify and hold us and our shareholders, subsidiaries, affiliates, directors, officers, employees, agents, suppliers and subcontractors (collectively, “Avotra Parties”) harmless from and against any and all costs, expenses, losses, liabilities, obligations, damages, penalties, to which any such Avotra Parties may become subject, including reasonable legal and other professional fees incurred in investigating, defending or appealing pending or threatened claims, actions, suits, government investigations, proceedings, arbitrations, amounts paid in settlement thereof and amounts awarded thereunder (all of the foregoing collectively, "Expenses"), arising out of or in connection with: (A) an allegation by a third party that (i) your Data, or your or any of your User’s, Affiliates’ or other Representatives’ use of the Services in violation of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law; (ii) you or any of your Affiliates or Representatives have breached or failed to perform any obligation or responsibility assumed by you under any provision of this Agreement; (iii) you or any of your Users or other Representatives have violated any applicable law, rules or regulations or the User Code of Conduct; or (iv) an act or omission or conduct of you or any of your Affiliates or Users or other Representatives was negligent or wrongful; or (B) any dispute between or among any of you, your current, prior or future Affiliates, or any of your or your current, prior or future Affiliates’ current, prior or future Users or other Representatives; or (C) us acting based on your instructions or instructions of your Representative, including any User who has administrative privileges over your Avotra account; provided, that We (a) promptly give you written notice of the Claim; (b) give you sole control of the defence and settlement of the Claim (provided that you may not settle any Claim unless the settlement unconditionally release us of all liability); and (c) provide to you all reasonable assistance, at our expense. 9.3. Exclusive Remedy. This Section 9 (Mutual Indemnification) states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of Claim described in this Section.
  1. LIMITATION OF LIABILITY
10.1. Limitation of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF US, YOU, OR OUR OR YOUR RESPECTIVE AFFILIATES, OR OUR DIRECTORS, OFFICERS, EMPLOYEES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER OR, WITH RESPECT TO ANY SINGLE INCIDENT, THE LESSER OF $500,000 OR THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT. THE FOREGOING SHALL NOT APPLY TO SECTION 3.2, 3.5, 5, 6 or 7 OR A BREACH THEREOF. 10.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL US, YOU, OR OUR OR YOUR RESPECTIVE AFFILIATES, OR OUR DIRECTORS, OFFICERS, EMPLOYEES HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW OR TO A BREACH OF SECTION 3.2, 3.5, 5, 6 or 7.
  1. TERM AND TERMINATION
11.1. Term of Agreement. We allow use This Agreement commences on the date you accept it and continues until all Credits granted in accordance with this Agreement have expired, been consumed, or terminated or the expiration of any outstanding subscription by you, whichever is later. 11.2. Termination for Cause. A party may terminate this Agreement for Cause regarding the other party hereto. 11.3. Termination Without Cause. We may also terminate the provision of Services to you if we believe in good faith, but in our sole discretion, that your or their use of Services imposes an undue risk or cost to us, provided that in such event we will refund any unused Credits purchased by you. 11.4. Refund or Payment upon Termination. Upon any termination for cause by you, we shall refund you any prepaid fees covering the remainder of the credits after the effective date of termination. Upon any termination for cause by us or any termination by you or US without cause, you shall pay any unpaid fees covering the remainder credits, if in negative balance after the effective date of termination. In no event shall any termination relieve you of the obligation to pay any fees payable to us prior to the effective date of termination. 11.5. Return of your Data. Upon request by you made within 30 days after the effective date of termination of Purchased Services, We will make available to you for download a file of your Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, we shall have no obligation to maintain or provide any of your Data and shall thereafter, unless legally prohibited, delete all of your Data in our systems or otherwise in our possession or under our control. 11.6. Deletion of Software and User Guides. Upon termination of our Services you shall and shall ensure that your Users delete all copies of the Software, any our Data and the User Guide from any mobile device, computer or storage medium that it may be contained. 11.7. Surviving Provisions. Section 5 (Fees and Payment for Purchased Services), 6 (Proprietary Rights), 7 (Confidentiality), 8.3 (Disclaimer), 9 (Mutual Indemnification), 10 (Limitation of Liability), 11.4 (Refund or Payment upon Termination), 11.5 (Return of your Data), 12 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction) and 13 (General Provisions) shall survive any termination or expiration of this Agreement.
  1. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION
12.1. General. You are contracting with Avotra Ltd under this Agreement and agree be governed by, and construed, in accordance with English law and you hereto agree to submit to the exclusive jurisdiction of the English Courts. You should direct notices to Customer Services, Avotra Ltd, Aspen House, 25, Dover Street, London W1S 4LX. 12.2. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Notices to you shall be addressed to the system administrator designated by you for your relevant Services account, and in the case of billing-related notices, to the relevant billing contact designated by you. 12.3. Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
  1. GENERAL PROVISIONS
13.1. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. 13.2. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. 13.3. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Our and the Payment Service Provider's rights and remedies and your obligations hereunder are cumulative and in addition to any rights or obligations under applicable law or in equity. 13.4. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. 13.5. Legal Fees. You shall pay on demand all of our reasonable attorney fees and other costs incurred by us to collect any fees or charges due us under this Agreement following your breach of Section 5.2 (Invoicing and Payment) or other action taken by us to enforce any other provision of this Agreement 13.6. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party's sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party's election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, we shall refund to you any prepaid fees covering the remainder of the credits after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 13.7. Entire Agreement; Changes to Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted; provided, however, that We may modify or supplement this Agreement (and/or any Annex or Attachment hereto or terms referred to herein) or, unless expressly otherwise provided in an Order Form, the terms of any Order Form, by posting an amended version hereof on our website and your or any of your Users subsequent purchase of Credits, use of the Services or accepting any payments through Payment Service or accepting any Aggregation Service after such posting will be deemed to constitute your agreement to such amended version with respect to Services provided 30 days after such posting. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any contemporaneous or later exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.

13.8. Interpretation. Unless the context requires otherwise, in any part of this Agreement: (a) “including” (and any of its derivative forms, e.g. “includes”) means including but not limited to, (b) “will” and “shall” are expressions of command, not merely expressions of future intent or expectation, (c) use of the singular imports the plural and vice versa, (d) references to one or no gender include the other or no gender, (e) the headings in this Agreement are for ease of reference only and shall not affect its interpretation and (f) when calculating the time period before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded and the time period shall be deemed to end at 11:59 PM Greenwich Mean Time on the applicable date.

13.9. Relationship Between the Parties. There is no joint venture, partnership or agency existing between us and you and you and we do not intend to create any such relationship by this Agreement or the provision of Services to you. Neither party nor its Representatives will have no right or authority to create or assume any obligations whatsoever whether express or implied in the name of or on behalf of the other party or its affiliates in any manner or to bind any the other party or its affiliates in any manner whatsoever.   © Copyright 2011-2016 Avotra Ltd. All rights reserved. Avotra Ltd. Office: Amelia House, Crescent Road, Worthing, West Sussex, BN11 1QR, United Kingdom. General Enquiries: 020 3327 0520 Payment Services Terms and Conditions
  1. Definitions
                     
  1. Vendor Account
         
  1. Rights of Payment Services Provider
        Payment Services Provider’s service under this PSTC is strictly limited to executing Payment instructions. Payment Services Provider is not responsible for any aspect of the underlying transaction for which a Payment was made. Payment Services Provider is not responsible for the resolution of any dispute between parties to a transaction. Payment Services Provider does not guaranty the identity or legitimacy of any payor.    
  1. Vendor’s Agreements
               
  1. h) Vendor agrees to cooperate with Payment Services Provider to resolve any inquiry or dispute Payment Services Provider receives in connection with a Payment, including by providing all information requested by Payment Services Provider in connection with the Payment at issue. Vendor agrees to comply with all applicable Association rules, policies and procedures regarding such disputes and inquiries, including any obligation to provide documentation.
  (i) Vendor may request a transfer of funds from the Vendor Account to the Linked Deposit (a “Drawdown”). When Vendor requests a Drawdown, Payment Services Provider has no obligation to process the Drawdown unless Vendor has sufficient available funds. If Vendor does not have sufficient available funds, Payment Services Provider may reject the Drawdown request without liability to Vendor or any other person. Vendor is responsible if Payment Services Provider makes a requested Drawdown and, for any reason, Payment Services Provider is unable to collect the funds from the Vendor Account. In addition, the Payment Services Provider’s making of any Drawdown without sufficient funds available shall not create any obligation on the part of Payment Services Provider to make any such transfer in the future.   (j) Vendor will provide and keep current the routing and account number of the Linked Account. Vendor authorizes Payment Services Provider to transfer funds payable hereunder to and from the Linked Account via Automated Clearinghouse (“ACH”) transfer. Payment Services Provider may also initiate credit and debit transfers to correct any errors, and for the purpose of any Chargeback or other reversal or adjustment as provided in Section 6. All transfers must comply with applicable law. This authorization may be revoked only by written notice from Vendor to Payment Services Provider, in such a time and manner as to give Payment Services Provider and the depository institution holding the Linked Account sufficient time to act upon the notice, and only if the Vendor provides a replacement authorization, acceptable to Payment Services Provider, to permit transfers to and from an account that is sufficient to meet Vendor’s obligations under this Agreement.            
  1. Funds Availability
           
  1. Reversals and Chargebacks.
       
  1. Reporting
  Payment Services Provider will make available to Vendor reporting information on transactions and the Vendor Account at our Website.  
  1. Contact Information
Payment Services customer support (www.Avotra.com/ITS/PaymentServices.com/support) is available from 8am to 6pm (PST) and can be reached at the telephone number set out at that site, Vendor agrees to contact Payment Services Provider as soon as possible if Vendor believes that there is an error with respect to a Payment or other matter.
  1. Vendor Information
         
  1. Termination
    information about Vendor or its accounts; (i) Vendor uses or attempts to use the Vendor Account for tampering, hacking, modifying or otherwise corrupting the security or functionality of Payment Services Provider or any other website; (j) Payment Services Provider receives conflicting claims regarding ownership of, or the right to withdraw funds from, the Vendor Account; (k) Payment Services Provider receives a garnishment, levy or other legal process that affects the Vendor Account; (l) Vendor has breached a term or condition of this PSTC, or any representation or warranty that Vendor made under this PSTC is false; (m) Payment Services Provider determines that the Vendor Account is inactive; (n) Payment Services Provider believes that any transaction in the Vendor Account may be fraudulent or impermissible or otherwise expose Vendor, any other person, or Payment Services Provider to risk of loss; or   (o) Vendor becomes listed in any file maintained by any Association of high-risk Vendors, or if an Association notifies Payment Services Provider that it is no longer willing to accept Vendor’s Payments.          
  1. Limitations of Liability/DISCLAIMER OF WARRANTIES.
       
  1. Miscellaneous.
        © Copyright 2011-2013 Avotra Ltd. Cloud based operator solution Software-as-a-Service (SaaS). All rights reserved. Avotra Ltd. Office 123, 8 Shepherd Market, London W1J 7JY, United Kingdom General Enquiries: 020 3327 0520   USER CODE OF GOOD CONDUCT This Code should be read in conjunction with the other statutory and policy requirements set out in the EULA (User Licence Agreement). You agree as follows by manually signing this Code of Good Conduct or another document referring to the same or clicking to acknowledge your agreement to this Code of Good Conduct or other document: 1 Responsibility to the AVOTRA TM platform                   2 Responsibilities to Clients You shall: (a) maintain your vehicles in a safe and satisfactory condition at all times; (b) keep your vehicles clean, in good operating order, in good appearance and suitable for hire to the public at all times; (c) attend punctually when undertaking pre-booked hires; (d) assist, where necessary, passengers into and out of vehicles; (e) provide passengers reasonable assistance with luggage; (f) maintain all requested information upon subscribing to the AVOTRA TM platform current and immediately notify of any change in status of driver, vehicle, licensing and any other information relevant to performing the duties of a Supplier to the AVOTRA TM platform; (g) respect your customer's requests regarding keeping down sound levels; and (g) respect the privacy and confidentiality of information of all customers and riders at all times. 3 Responsibilities to Residents To avoid nuisance to residents when picking up or waiting for a fare, you shall: (a) not sound the vehicle’s horn illegally (after 11.30pm or from a stationary vehicle); (b) keep the volume of music media players and radios to a minimum; (c) switch off the engine if required to wait; and (d) take whatever additional action is necessary to avoid disturbance to residents in the neighbourhood. 4 General You shall:- (a) pay attention to personal hygiene and dress so as to present a professional image to the public; (b) be polite, helpful and fair to passengers; (c) drive with care and due consideration for other road users and pedestrians; (d) obey all Traffic Regulation Orders and directions at all time; (e) not consume alcohol or other intoxicant immediately before or at any time whilst driving or being in charge of a hackney carriage or private hire; (f) not drive while under the influence of alcohol or other intoxicant or having misused legal or taken illegal drugs; (g) fulfil your responsibility to ensure compliance with legislation regarding the length of working hours; (h) not eat in the vehicle in the presence of customers; and (i) respect authorised officers at Authority offices and elsewhere during their normal course of their duties. 5 Disciplinary Actions AVOTRA may, in our discretion suspend, revoke or refuse to renew your access to the platform under, but not limited to, the following instances: (a) you have been convicted, since the grant of AVOTRA TM platform access, of an offence involving dishonesty, indecency or violence; (b) you haves been convicted of an offence under the legislation or Hackney Carriage and Private Hire Licensing Policy relating to taxi and private hire regulation; and (c) you have breached a provision of this code.
  1. Amendments
We may amend this Code at any time by posting a revised version on our Website. No failure to enforce any provision of this Code will be treated to be a waiver of the right to enforce this Code at any time or any other instance.