CMT User Covenants (London) – February 2018

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1. Definitions.

Whenever used in the Order Form, these User Covenants, or in any attachment, the following capitalized terms shall have the meaning set forth below or referenced within the User Covenants:

1. “Agreement” means these User Covenants, and where applicable shall include by reference a User’s corresponding Order Form(s), as amended or supplemented from time to time by CMT. In those cases where User has not signed an Order Form but utilizes the CMT Payment System and/or CMT Processing Services, the User hereby agrees to the terms set forth in the User Covenants, and the Agreement shall be considered as consisting solely of the User Covenants and the terms thereof shall bind User accordingly, as amended or supplemented from time to time by CMT. All such documents shall be considered as constituting the complete agreement of the Parties, whether provided separately or together.

2. “CMT” shall mean Creative Mobile Technologies (UK), Limited (Company No. 8281080), its affiliates, agents, or assigns.

3. "CMT Assignments" shall have the meaning set forth in Section 18.1.

4. “CMT Authorized Service Centre” shall mean a vehicle service centre, taximeter shop, fleet garage, or other similar facility designated by CMT as qualified to perform Installation Services, Maintenance Services, Updates, and such other subset of Services as designated by CMT.

5. “CMT Hardware” shall mean all in-vehicle equipment, components, or machinery, together with all associated cables, brackets, media, firmware, and other embedded software, and instructions provided, operated, or maintained by or for CMT pursuant to this Agreement.

6. “CMT Payment System” shall mean the CMT Hardware, CMT Software, Network, and other portions of the system installed in User Vehicles by CMT or at its direction or otherwise used to deliver Services for the benefit of Users, their agents, or passengers.

7. “CMT Processing Services” shall mean the portion of the Services used to process electronic passenger Payment Card transactions via the CMT Payment System.

8. “CMT Proprietary Property” shall have the meaning set forth in Section 15.2.

9. “CMT Software” shall mean the object code versions of any applications programs, operating system software, computer software languages, utilities, other computer programs, and related documentation, in whatever form or media, including the tangible media upon which such applications, programs, operating system software, computer software languages, utilities, other computer programs, and documentation are recorded or printed, together with all corrections, updates, and releases thereof.

10. “Confidential Information” shall have the meaning set forth in Section 16.1.

11. “Default Notice” shall have the meaning set forth in Section 10.1.

12. “De-Installation Fee” shall have the meaning set forth in Section 10.3.

13. “Deposit” shall have the meaning set forth in Section 4.3.3.

14. “Discloser” shall have the meaning set forth in Section 16.1.

15. “Early Termination Fee” shall have the meaning set forth in Section 10.2.

16. “Effective Date” shall mean the date on which the Order Form which is duly executed by User is received and approved by CMT or, alternatively, the first date which User accepts use of the CMT Payment System or CMT Processing Services.

17. “Force Majeure Condition” shall have the meaning set forth in Section 17.1.

18. “Full Replacement Cost” shall mean the complete cost to replace each component of the CMT Payment System, together with all incidental costs, including, but not limited to, those associated with shipping, restocking, and administrative handling, up to a total amount of seven hundred Pounds (£700.00), exclusive of VAT, for the entire CMT Payment System. To be clear, Full Replacement Cost does NOT include any applicable De-Installation Fees or Early Termination Fees.

19. “Installation Services” means those Services associated with the installation of a CMT Payment System in a Vehicle, including, but not limited to, the provision of assistance and advice regarding the preparation of a Vehicle, the staging and preparation of CMT Payment Systems for installation, the installation and testing of CMT Payment Systems, the de-installation and packaging for shipment of replacement equipment for a CMT Payment System, training of User, end users, and technical support staff.

20. “Intellectual Property” shall include any (a) processes, methodologies, procedures; (b) software, tools, and machine-readable texts and files; (c) literary works or other works of authorship, including documentation, reports, drawings, charts, graphics, and other written documentation; and (d) products or materials in which a Party possesses Intellectual Property Rights.

21. “Intellectual Property Rights” of any person shall mean any and all intellectual property rights of such person, whether registered or unregistered, anywhere in the world, including each of the following throughout the world: (a) registered and unregistered copyrights and all derivative works thereof; (b) pending and issued patents (including all reissues, reexaminations, divisionals, continuations, and continuations-in-part); (c) mask works and trade secrets as defined by applicable Law; (d) trademarks and service marks; and (e) all other intellectual property rights enforceable under the Laws of the United States, the Laws of England, or any other jurisdiction where Services are used or from which Services are provided.

22. “Law” shall mean any and all (i) applicable laws, statutes, regulations, codes, ordinances or other similar provisions, whether domestic, national, international or otherwise, (ii) enforceable community rights within the meaning of section 2(1) of the European Communities Act 1972, (iii) applicable guidelines or determinations with which a Party is bound to comply to the extent that the same are publicly available and have the force of law, and (iv) any applicable judgment of a relevant court of law which is a binding precedent in England, in each case in force at any time during the term of the Agreement; without limiting the foregoing, the Parties acknowledge that in certain cases (e.g., with regard to Intellectual Property Rights), applicable Laws may extend beyond the Laws of England to include those of other jurisdictions (e.g., the European Union, the United States, etc.).

23. “Limited Warranty” shall have the meaning set forth in Section 14.1.

24. “Liquidated Damages” shall have the meaning set forth in Section 5.2.

25. “Losses” shall mean any and all damages, fines, penalties, deficiencies, losses, liabilities (including settlements and judgments), Taxes (as defined below), and expenses (including, but not limited to, interest; court costs; reasonable fees and expenses of attorneys, accountants, and other experts; or other reasonable fees and expenses of litigation or other proceedings or of any claim, default, or assessment).

26. “Maintenance Services” shall mean those Services provided by CMT in connection with the CMT Payment System which shall include, but are not limited to, preventive and remedial maintenance on CMT Hardware and the implementation of Updates to CMT Software and CMT Hardware.

27. “Network” means the wired and wireless communication facilities and equipment (including routers, wireless gateways, antennas, SIMs, receivers, and interface cards), designed, operated, and integrated by or with the permission of CMT to (a) interconnect the components of the CMT Payment System, (b) allow Users, passengers, and drivers to access and use the CMT Payment System, (c) enable User to use the Services, and (d) enable CMT to provide the Services and operate, maintain, and manage the CMT Payment System, all in accordance with the Agreement.

28. “Order Form” means an order for the procurement of the CMT Payment Systems, CMT Hardware, CMT Software, and Services which shall be deemed made upon the Effective Date.

29. “Out-of-Scope Maintenance” shall have the meaning set forth in Section 4.3.5.

30. “Parties” shall mean CMT and User, collectively, and “Party” shall mean either CMT or User, individually.

31. “Payment Cards” shall mean approved customer credit, debit, prepaid, or other approved closed-loop cards used to pay for in-vehicle transactions, including, but not limited to, Visa, MasterCard, American Express, Discover, etc., the approval of which is subject to the sole and absolute discretion of CMT.

32. “Processing Fee” shall have the meaning set forth in Section 5.3.

33. “Purchase Price” shall have the meaning set forth in Section 10.1.

34. “Ramp-Up Period” shall mean the period of time, beginning on the Effective Date (prior to the installation of the CMT Payment System(s) and implementation of Services) and ending on the date of completion of the last installation required by User.

35. “Recipient” shall have the meaning set forth in Section 16.1.

36. “Service & Maintenance Plan” shall have the meaning set forth in Section 4.3.1.

37. “Services” means (a) the services, functions, and responsibilities of CMT described in the Agreement; and (b) any services, functions, or responsibilities provided by CMT or a CMT Authorized Service Centre for the benefit of User, drivers, or passengers not specifically described in the Agreement, but which are required for the proper performance and delivery of the Services specifically described in the Agreement. Services include, but are not limited to, providing CMT Hardware, CMT Software, the Network, and other components of the CMT Payment System in accordance with the Agreement. Where applicable, the term Services shall include CMT Processing Services.

38. “Source Code” shall have the meaning set forth in Section 15.2.

39. “Special Default Event” means (i) an application being made for an administration order or the purported appointment of, or the filing at court or issue of any notice of intention to appoint, an administrator in relation to User, (ii) a petition being presented or an effective resolution being passed as part of a solvent reconstruction or amalgamation for the winding up, (iii) possession being taken of, or a receiver, sequestrator or similar officer being appointed in respect of, the whole of any part of the assets or undertakings of User, (iv) a distress, execution or other legal process being levied against any of the assets of User and not being discharged or paid out in full within three (3) days, (v) User suspending or threatening to suspend payment of its debts as they fall due or being unable to pay its debts, whether within the meaning of section 123 of the Insolvency Act of 1986 or otherwise, (vi) the directors of User making a proposal tha it enter into a voluntary arrangement within the meaning of Section 1 of the Insolvency Act 1986; or (vii) User ceasing or threatening to cease to carry on all or a substantial part of its business or operations or selling, transferring or otherwise disposing of the whole or a substantial part of its undertaking or assets.

40. “Standard Rate” shall have the meaning set forth in Section 4.3.5.

41. “System Component” means an item of CMT Hardware or CMT Software that forms part of a CMT Payment System.

42. “Tablet Replacement Cost” shall have the meaning set forth in Section 4.3.5.1.

43. “Taxes” shall have the meaning set forth in Section 8.1.

44. “Term” shall have the meaning set forth in Section 9.1.

45. “Termination Notice” shall have the meaning set forth in Section 10.1.

46. “Update” shall mean all revisions, updates, modifications, corrections, releases, versions, fixes, and enhancements to CMT Software or CMT Hardware which are made or approved by CMT.

47. “User” shall mean the party signing the Order Form or accepting the use of the CMT Payment System and/or CMT Processing Services and shall be deemed to include the User Representatives.

48. “User Representatives” of a User means any drivers, User employees, employers and affiliates of the User at any time and from time to time, and their respective employees, agents, officers, contractors, vendors, or other business invitees authorized by the User from time to time to use or access any CMT Payment System pursuant to this Agreement. Notwithstanding anything else to the contrary, User Representative shall NOT include passengers.

49. “VAT” shall mean any levied, assessed, or payable Value-Added Tax charged by or payable to the appropriate taxing authority related to the transactions contemplated herein.

50. “Vehicle” shall mean any vehicle, taxi, black cab, or other similar for-hire vehicle into which the CMT Payment System will be or is installed.

2. CMT Payment System.

1. Installation Support. CMT will provide the CMT Payment System and supervision and support of in-vehicle CMT Hardware installation.

2. Risk of Loss. Subject to the User’s continued participation and eligibility in the Service & Maintenance Plan (as defined below), in the event of loss or damage to the CMT Payment System, or any component parts thereof, User will be responsible for up to the Full Replacement Cost.

3. Ownership of CMT Payment System. The CMT Payment System remains the property of CMT at all times.

4. Orders. User acknowledges that CMT, upon its receipt and approval of an Order Form duly executed by the User, shall immediately place an order with its respective manufacturers for the System Components in the amounts contained in the Order Form and may secure such order with a substantial down payment.

3. Installation.

1. CMT’s Responsibilities. CMT shall provide supervision of Installation Services for all CMT Payment Systems ordered by User in accordance with this Agreement. As part of the Installation Services, CMT shall arrange for the shipment and delivery of all CMT Hardware and CMT Software (including cables, brackets, decals, and other material) that will be installed in each Vehicle as part of the CMT Payment System. CMT shall, at the applicable CMT Authorized Service Centre (or such other location agreed upon in writing by the Parties), use commercially reasonable efforts to supervise the installation of the CMT Payment System in the Vehicle(s) on or about the applicable target scheduled installation date communicated to User at or following execution of the Order Form. Except for the Vehicle itself, CMT shall be solely responsible for obtaining and providing all CMT Hardware, CMT Software, wiring, and any other material necessary to install and operate the CMT Payment Systems in the Vehicle, exclusive of the taximeter and the partition.

1. No Taximeter. TO BE CLEAR AND NOTWITHSTANDING ANYTHING ELSE TO THE CONTRARY, THE CMT PAYMENT SYSTEM DOES NOT CONTAIN A TAXIMETER, AND CMT IS UNDER NO OBLIGATION TO INSTALL THE CMT PAYMENT SYSTEM IN ANY VEHICLE THAT DOES NOT CONTAIN AN APPROVED “SMART” TAXIMETER.

2. User’s Responsibilities. User shall reasonably cooperate and assist CMT in support of CMT’s performance of its obligations under this Agreement, including the preceding Section; such reasonable cooperation and assistance shall include arranging for the applicable Vehicle to be made available to CMT or a CMT Authorized Service Centre on the installation date scheduled by CMT.

3. Ramp-Up Period. During the Ramp-Up Period, CMT and User shall work together to arrange for the orderly and efficient installation of all CMT Payment Systems that are the subject of the Order Form placed by User which have been received and approved by CMT prior to the commencement of the Ramp-Up Period.

4. Authorizations. Unless agreed otherwise by the Parties in writing, User shall be responsible for applying for, obtaining, and, at no additional cost, keeping effective all applicable registrations, licenses, permits, and certifications that may be required (a) to display advertisements and other content via the CMT Payment System; and (b) for the proper operation and use of each CMT Payment System (including the CMT Software, CMT Hardware, and Network) as contemplated by this Agreement.

5. Regulatory Compliance. Subject to Sections 3.4 and 8.1, each Party shall be at all times responsible for compliance with applicable regulatory requirements governing Vehicle operations, including, but not limited to, those relating to the installation of in-vehicle equipment, acceptance of Payment Cards, and the payment of drivers.

4. Services.

1. Provision. During the Term and subject to the satisfaction by User of its obligations under the Agreement, CMT shall provide the Services in accordance with this Agreement.

2. Third-Party Warranty Services. From the delivery date for a particular CMT Payment System until the expiration of the applicable warranty period for the CMT Payment System components, CMT or any agent it designates shall, at the expense of CMT, repair, or replace, at its option, any defective or malfunctioning system components in accordance with the third-party hardware manufacturer’s or third-party software licensor’s standard warranties only to the extent then covered by such warranties, which CMT shall obtain and pass through to User or person designated by User in writing prior to such time.

3. Service & Maintenance Plan Services.

1. Provision. For those Users who have enrolled and remain eligible to participate (i.e., have made all payments) in the program to provide regular, in-scope service and maintenance to the damaged or malfunctioning equipment installed in User’s Vehicle in exchange for a monthly fee (the “Service & Maintenance Plan”), CMT shall provide Maintenance Services for each CMT Payment System ordered, installed, and accepted in accordance with this Agreement at no additional charge to such Users.

1. What is Included. For those Users who enroll in the Service & Maintenance Plan, notwithstanding any other provision in this Section, the following shall not be considered Out-of-Scope Maintenance (as defined below): (1) damage, vandalism, unauthorized modification, or tampering caused by any person or entity other than User or User Representative where such vandalism, damage, tampering or unauthorized modifications is not due to User’s or any User Representative’s fault or negligence; or (2) accidental damage to the CMT Payment System where such accidental damage is not due to User’s or any User Representative’s fault or negligence. For the avoidance of doubt, the Parties acknowledge that any failure to comply with any provision of this Agreement by User or any User Representative shall constitute a material breach.

2. What is NOT Included. NOTWITHSTANDING ANYTHING ELSE HEREIN TO THE CONTRARY, TABLET DEVICES PROVIDED AS PART OF THE CMT PAYMENT SYSTEM, INCLUDING DAMAGE CAUSED BY ALL NON-APPROVED SOFTWARE CONTAINED THEREON (E.G., USER-DOWNLOADED APPLICATIONS), ARE HEREBY EXCLUDED FROM THE SERVICE & MAINTENANCE PLAN FOR ALL PURPOSES. User is responsible for safeguarding and protecting the tablet device at all times. Loss, theft, vandalism, or other unauthorized modification to the tablet devices shall be the responsibility of the User, who hereby agrees to pay for such damage up to and including the Tablet Replacement Cost (as defined below) upon receipt of a CMT invoice, as a condition of performing Maintenance Services, or as a set-off against any monies due User from CMT (e.g., Payment Card funds).

2. Opt-Out Procedure. User, upon the payment of a refundable Deposit (as defined below), who has previously enrolled in the Service & Maintenance Plan may opt-out of continued participation in the Service & Maintenance Plan (and any recurring monthly charge associated therewith) upon thirty (30) days prior written notice to CMT. Each User who has enrolled in the Service & Maintenance Plan and who has not so opted-out acknowledges and agrees to pay the specified recurring monthly fee and authorizes CMT to net any such fees as against monies due User from CMT (e.g., Payment Card funds).

3. Deposit. Users who do not wish to participate in the Service & Maintenance Plan shall be required to place a refundable deposit of two hundred fifty Pounds (£250.00) (the “Deposit”) with CMT to safeguard CMT’s investment in the CMT Payment System. User acknowledges and agrees that any Maintenance Services performed by CMT or its agents on User Vehicle shall be considered Out-of-Scope Maintenance (as defined below), the Standard Rate (as defined below) for which shall be payable by User upon completion of the Maintenance Services. User hereby authorizes CMT to deduct from the Deposit all unpaid amounts associated therewith and User further agrees to promptly, and in any event not later than ten (10) days following a request from CMT to such effect, replenish the Deposit with funds sufficient to restore the Deposit to £250.00. Should the cost of uncovered Maintenance Services (i.e., the Standard Rate) exceed the Deposit, User hereby agrees to pay any excess amounts to CMT upon receipt of an invoice of same or as a set-off against any monies due User from CMT (e.g., Payment Card funds).

4. Instructions. In connection with the Maintenance Services, User shall (a) follow all written operation and user instructions provided by CMT or at its direction to User with the CMT Payment System, and (b) provide CMT with reasonable access to the Vehicle(s) to allow CMT to provide the Maintenance Services.

5. Out-of-Scope Maintenance. If any problem, error, or malfunction of a CMT Payment System or other System Component is caused or, in the reasonable evaluation of CMT, exacerbated by the failure of User or any User Representative to comply with any of the provisions of this Agreement or as a result of the delay of User to signal such problem, error or malfunction in writing to CMT as soon as practicable following its knowledge of same, CMT shall correct such problem, error, or malfunction (collectively, “Out-of-Scope Maintenance”) but may, in its sole discretion, charge User for such Out-of-Scope Maintenance in an amount not to exceed an amount calculated by using a commercially reasonable, standard time-and-material rates plus any applicable VAT (“Standard Rate”), as determined by CMT. Notwithstanding anything herein to the contrary, Out-of-Scope Maintenance shall also include any work performed by CMT to correct or repair errors, malfunctions, or other problems with the CMT Payment System or other System Components to the extent such errors, malfunctions or other problems are proximately caused by: (a) any alteration of the affected Vehicle by User or any User Representative where such alteration to the Vehicle (i) is made without CMT’s prior consent and (ii) is not required by applicable Law; (b) vandalism of, or deliberate and unauthorized modifications or repairs to, the CMT Payment System or other System Component by User, by any User Representative or, where such vandalism or unauthorized modifications is not due to CMT’s fault or negligence, by any other person or entity other than CMT; or (c) accidental loss or damage to the CMT Payment System or other System Component where such accidental damage is not due to CMT’s fault or negligence.

1. Tablets. Tablets are and remain the property of CMT. As referenced above, any loss, damage, or unauthorized modification to a tablet device provided as part of the CMT Payment System is NOT included within the Service & Maintenance Plan. Any repair or maintenance to tablet devices shall be considered Out-of-Scope Maintenance. The full replacement cost of the tablet device shall be deemed to be one hundred ninety Pounds (£190.00), inclusive of all shipping, handling, and administrative charges, exclusive of VAT (“Tablet Replacement Cost”). User shall be responsible for any and all overage charges or fees associated with excessive data usage on the tablet.

4. Appointment. In exchange for the promises contained herein, User hereby appoints and designates CMT (or its agent) as the exclusive provider and reseller of digital interior advertising, and all rights associated therewith, in all vehicles installed with the CMT Payment System for the Term of this Agreement.

5. Device Support & Hardware Sponsorship. User shall have no entitlement to any share of revenue received by CMT as device support or hardware sponsorship. Unless agreed otherwise, CMT shall have no entitlement to any share of revenue received by User for exterior advertising (e.g., tops).

5. Payment Card Processing.

1. CMT Processing Services. CMT shall provide, via any acquirer/processor which CMT approves at any time and from time to time (currently First Data Merchant Solutions and Bank of America Merchant Services), the CMT Processing Services in accordance with this Agreement.

2. Appointment. User agrees to route all Payment Card transactions through CMT’s approved agent processor. User hereby designates CMT as the exclusive provider of electronic transaction processing services for all of User’s Payment Card transactions during the Term of this Agreement. Installation of systems or devices used for card or electronic payment processing (including, but not limited to, mobile applications or other processing alternatives utilizing mobile telephones), unauthorized removal of or tampering with installed CMT Hardware, or routing of electronic transactions to a non-approved processor without express permission of CMT shall require User to pay an immediate one-time fee equal to the Full Replacement Cost for the CMT Payment System plus £25.00 per month for the number of months remaining in the Term for each car in violation of this Agreement (“Liquidated Damages”). User recognizes that the occurrence of any of the above-referenced activities will have a material adverse impact on CMT and that the loss or damage resulting from such activities is not susceptible of precise determination. The above sums, in view of the difficulty of accurately ascertaining the loss or damage which CMT will suffer by reason of the foregoing activities, are hereby fixed and agreed as the Liquidated Damages that CMT will suffer by reason of the foregoing activities, and not as a penalty. Liquidated Damages received hereunder are not intended to be nor shall they be treated as either a partial or full waiver or discharge of CMT’s rights to indemnification, or User’s obligation to indemnify CMT, or to any other right or remedy provided for in this Agreement, by Law, or in equity.

3. Processing Fees. In connection with the provision and use of such CMT Processing Services, User consents to and agrees that CMT shall apply a per transaction surcharge, payable by the User or a User Representative, to all fares transacted via CMT Processing Services (the “Processing Fee”). CMT will serve as the merchant of record for all such transactions. Unless varied specifically in a signed Order Form, the Processing Fee shall be 3.75% plus £0.20 per card payment transacted via CMT Processing Services. User authorizes CMT to net Processing Fees as against monies due User or any User Representative from CMT (e.g., Payment Card funds).

4. Payment. CMT will remit the net proceeds associated with Vehicle fares processed via the CMT Processing Services as follows:

1. Weekly Payments. User will be paid no less frequently than once per week and shall be entitled to a once-per-week payment free of charge.

2. Bank Holidays. Notwithstanding anything herein to the contrary, no payments will be made on bank holidays. CMT will use commercially reasonable efforts to avoid monthly or weekly payments being made on such days and will attempt to reasonably accommodate Users to avoid unreasonable delays in payments.

3. User Information. It shall be the responsibility of the User to supply all necessary information and complete all necessary documents necessary for CMT to remit User’s funds to User in accordance with the terms articulated herein. Incomplete or incorrect information may delay User’s receipt of funds.

6. Orientation.

1. User Orientation. CMT shall provide User with orientation on the proper operation and use of the CMT Payment System. User shall be responsible for providing substantially similar orientation and training to its User Representatives. The User orientation for the CMT Payment System should be sufficient to enable User and drivers to use and operate such CMT Payment System and to instruct passengers on the proper use of the system and the portion of the CMT Payment System used to provide CMT Processing Services.

2. Orientation Materials. User may request orientation materials from CMT on an as-needed basis in order to fulfill its obligations under the preceding Section; CMT shall only be required to supply same to the extent then available.

7. Fees.

1. Amounts Due. User shall be responsible for remitting all fees due under the Agreement (“Fees”) to CMT in accordance with the terms set forth in any invoice.

2. Authorization. User hereby irrevocably authorizes CMT to withhold and deduct from any amounts due User any Fees which are due and payable to CMT, including, but not limited to, the Early Termination Fee (as defined below) and the De-Installation Fee (as defined below) from any amount CMT may owe User at any time and from time to time (e.g., Payment Card funds).

3. Non-Payment. In the event of non-payment, User irrevocably authorizes CMT to withhold the provision of any and all Services and to deny User access to the CMT Payment System, including the access of drivers associated with User to the CMT Payment System. CMT shall not be responsible for or indemnify User for any Losses related to or arising as a result of same, including any lost shift time or regulatory fine, assessment, or similar penalty associated with such consequences for non-payment.

1. Extended Non-Payment. In the event User has defaulted in its payment obligations for more than sixty (60) days, such extended non-payment shall be deemed to constitute a default, which default shall eliminate the necessity of any notice on the part of CMT which might otherwise be required, entitling CMT to immediately pursue any and all remedies available, whether pursuant to this Agreement, at Law, or in equity

4. Usage Commitment. User hereby acknowledges and agrees that the CMT Processing Services and the CMT Payment System are being provided to User at a reduced cost, based on anticipated and exclusive usage by User. As such, Users who fail to utilize the CMT Payment System shall be subject to, in CMT’s sole discretion, a minimum usage fee of £25.00 per vehicle per month for any month in which User fails to conduct forty-four (44) transactions. CMT will regularly review usage volumes and, if User fails to achieve the monthly minimum for any three (3) consecutive months, a 30-day de-installation notice will be issued to User. If User fails to achieve the minimum transactions in the month following the strip-out notice, CMT shall be entitled to, in its discretion, remove the CMT Payment System, to cease providing any or all CMT Payment Services to User, and/or to assess the minimum usage fee. User’s continued acceptance of CMT Processing Services and/or use of the CMT Payment System shall be deemed to be an acknowledgement of its obligation to pay any and all fees levied in accordance herewith.

8. Taxes.

1. User Responsibility. At all times, User shall be responsible for all applicable taxes levied by a duly constituted taxing authority for all amounts related to transactions which may occur via the CMT Payment System (collectively, “Taxes”). To be clear, to the extent any transaction occurring via the CMT Payment System is taxable (e.g., as income), User and User alone shall be solely responsible for all such Taxes.

2. No Withholding. Unless otherwise agreed, CMT shall be under no obligation to and shall not withhold any amount related to Taxes from amounts due User.

3. Reporting. In accordance with all applicable Laws relating to Taxes, CMT may be required and, where required, shall file all appropriate disclosures with the applicable taxing authorities with regard to the Services provided hereunder. User hereby indemnifies and holds CMT harmless from any and all filings made to governmental taxing authorities regarding the Services provided hereunder or the consequences associated with any such filing.

9. Term.

1. Term Period. This Agreement shall commence as of the Effective Date and shall expire at the end of the period set forth in the Order Form (the “Term”), which Term shall begin as of the end of the Ramp-Up Period (e.g., upon installation of the CMT Payment System). If no Order Form has been signed, the Term shall be thirty-six (36) months from the Effective Date.

2. Term Extensions. This Agreement shall be extended only in accordance with the terms set forth in the Order Form. If the Order Form is silent as to the issue or if no Order Form has been secured, the Term shall automatically be renewed for an additional term of one (1) year thereafter (each a Term), unless written notice of termination is made by either Party not less than one hundred eighty (180) days prior to the expiration of the then-current Term.

10. Termination.

1. Termination for Cause. (a) If either Party defaults in the performance of any of its obligations under this Agreement, and does not cure such default within thirty (30) days of receipt of written notice of default from the other Party (the “Default Notice”), then the non-defaulting Party may, by giving subsequent notice of termination to the defaulting Party (“Termination Notice”), terminate this Agreement as of the termination date specified in such Termination Notice. (b) For the purposes of this Agreement and notwithstanding the foregoing, any Special Default Event and/or any routing of Payment Card transactions to a non-CMT-approved payment processor, unauthorized removal of or tampering with the installed CMT Payment System, or routing of transactions through non-CMT Hardware shall be deemed a default entitling CMT, in its discretion, to terminate the Agreement with or without notice to User. (c) Upon termination, User shall return all System Components to CMT within forty-five (45) days of the termination date specified in the Termination Notice or termination by CMT for one of the above-referenced Special Default Events or violations described in Section 10.1(b). In the event User fails to return all System Components within such forty-five (45) day period, User shall be deemed to have purchased the unreturned System Components at a price equal to Full Replacement Cost and shall be liable to CMT for the payment in full of such amount (the “Purchase Price”) within ten (10) days following the expiration of such forty-five (45) day period; failing which, interest shall accrue thereon in accordance with the terms set forth in Section 10.4.

2. Early Termination Fee. User agrees that, in the event User removes or disables all or any part of the CMT Payment System or other System Component, terminates this Agreement other than for cause and in accordance with Section 10.1 (above), or ceases to process Payment Card transactions through CMT, User shall pay an Early Termination Fee (as defined below), in addition to any other Fees articulated herein or amounts due hereunder. “Early Termination Fee” shall be an amount equal to: the Full Replacement Cost (if the CMT System is not returned, is damaged beyond repair, or is removed by someone other than an CMT Authorized Service Centre) PLUS either: A), if removed within the first twenty-four (24) months, five hundred Pounds (£500.00); or B) if removed after the 24th month, two hundred fifty Pounds (£250.00), which Early Termination Fee shall be due within ten (10) days of assessment by CMT.

3. De-Installation Fee. User agrees that, in the event User removes or disables the CMT Payment System, terminates this Agreement other than for cause and in accordance with Section 10.1 (above), or ceases to process Payment Card transactions through CMT, User shall pay a De-Installation Fee (as defined below), in addition to any other Fees articulated herein or amounts due hereunder. “De-Installation Fee” shall an amount equal to one hundred Pounds (£100.00), which amount may be amended from time-to-time by CMT and which is payable prior to de-installation by CMT. If User has equipment uninstalled by any person other than CMT or a CMT Authorized Service Centre, User shall be liable for up to the Full Replacement Cost of the CMT System in addition to the De-Installation Fee, Early Termination Fee, or any other Fees articulated herein or due hereunder, as determined in each case by CMT in its discretion.

11. Representations, Warranties and Additional Obligations.

1. CMT’s Representations, Warranties, and Obligations. CMT represents, warrants and covenants as follows:

1. CMT has full authority to enter into the Agreement and to provide to User, for the benefit of the User, the CMT Payment System, all System Components, and the Services;

2. Each item of CMT Hardware separately ordered by User and delivered by CMT to User for the benefit of User pursuant to this Agreement will be new (or operate and appear as if new) and in good working order when delivered and installed;

3. Throughout the applicable warranty period, the CMT Payment System shall be free of any material defects and shall perform in substantial compliance with its specifications;

4. CMT will perform all Services in a professional and workmanlike manner, using qualified personnel trained and skilled in the performance of the applicable tasks and responsibilities;

5. In connection with CMT Processing Services, CMT shall comply in all material respects with applicable payment card industry standards (as they may change from time-to-time during the Term) adopted and issued by Master Card International, Visa International, American Express (the “PCI Standards”) or the other major credit card providers identified in the PCI Standards where such PCI Standards apply to data security, security audits, and security scanning procedures.

2. User’s Representations, Warranties, and Obligations. User represents, warrants and covenants as follows:

1. User has full authority, without breaching or infringing the rights of any third party, to enter into the Agreement and any Order Form on its behalf and for the benefit of the User and has the ability to meet its financial obligations assumed in this Agreement;

2. User is not currently under contract to have similar services provided by another vendor and hereby instructs CMT to proceed with the performance of this Agreement;

3. User shall submit Order Form(s) prior to the installation of the CMT Payment System but, if no Order Form is submitted, agrees to be bound by the User Covenants;

4. User will cooperate with, and cause all User Representatives to cooperate with, the Installation of the CMT Payment System;

5. User shall not, and shall cause User Representatives not to, (a) modify (other than modifications incident to normal and permitted use of the CMT Payment System by passengers) or tamper with any content presented via the CMT Payment System; (b) modify or tamper with any data or information collected via the CMT Payment System; or (c) obscure, deface, alter, or otherwise tamper with the passenger’s ability to operate the CMT Payment System;

6. User shall not, and shall cause User Representatives not to, refuse to accept Payment Card transactions or discourage passengers from paying fares by credit or debit card, including the imposition of threshold (i.e., minimum) amounts;

7. User shall, and shall require all drivers to, log in to the CMT Payment System in order to operate the Vehicle, including the operation of the taximeter;

8. Throughout the Term, User shall (i) maintain valid insurance coverage with respect to its Vehicles, (ii) be responsible for ensuring its Vehicles comply with applicable Laws and safety standards, and (iii) maintain all licenses, approvals and authority required to carry on its business as carried on at the Effective Date.

12. Indemnification Obligations.

1. General Indemnification. User agrees to indemnify, defend and hold harmless CMT, from any and all Losses and threatened Losses arising from or in connection with third-party claims attributable to any of the following:

1. The death or bodily injury of any agent, employee, business invitee, or business visitor or other person proximately caused by the tortious or willful conduct of the User or any User Representative; or

2. The damage, loss, or destruction of any real or tangible personal property or other Losses proximately caused by the conduct or omission of the User or any User Representative; or

3. The failure of User to comply with any term of the Agreement, or any misrepresentation or breach of a representation or warranty by User.

2. Indemnification Procedures.

1. Notice. Any Party seeking indemnification under this Section (the “indemnified Party”) shall provide prompt written notice of a claim or action subject to the other Party’s (the “indemnifying Party”)obligations, copies of all papers served on the indemnified Party relating to the claim or action, and reasonable assistance to the indemnifying Party, at the indemnifying Party’s expense, in the defense or settlement of the claim or action. An indemnifying Party shall not be relieved of its obligations under this Section where the indemnified Party fails to comply with this Section except to the extent that the indemnifying Party’s ability to defend or settle a claim or action is materially prejudiced.

2. Assumption of Defense. The indemnifying Party shall have the sole right to conduct the defense of any claim or action for which it promptly assumes its defense obligations and all negotiations for its settlement or compromise, unless otherwise mutually agreed to in writing by the Parties hereto. Notwithstanding the foregoing, the Parties agree that the indemnifying Party: (i) is prohibited from making any settlement or compromise which is not solely monetary (such as, by way of example only, a compromise purporting to impose restrictions regarding how the business of the indemnified Party is carried on) without the prior written consent of the indemnified Party, which it may withhold in its sole discretion, and (ii) shall be required, where any claim seeks remedies which are not solely monetary (such as, for example, a safeguard order), to relinquish the control of such claim to the indemnified Party if the latter makes a written request to this effect in its sole discretion. For the avoidance of doubt, in such a case, the indemnifying Party shall assume all costs incurred by the indemnified Party (including reasonable attorneys’, accountants’ and experts’ fees) in connection with the assumption by the indemnified Party of the handling of such claim. This shall be in addition to the amount of any judgment asserted against the indemnified Party or settlement or compromise amount paid by the indemnified Party. If the indemnifying Party does not promptly assume its defense or settlement negotiation obligations after being informed of a claim or action, the indemnified Party may take such actions as it deems appropriate to defend or settle the claim or action, and the indemnifying Party will indemnify the indemnified Party for any costs associated with such defense or settlement (including reasonable attorneys’, accountants’ and experts’ fees), as well as the amount of any judgment asserted against the indemnified Party or settlement or compromise amount paid by the indemnified Party.

13. Limits of Liability & Special Damages.

1. Disclaimer of Special and Consequential Damages. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION NEGLIGENCE), WARRANTY OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, FOR ANY LOSS OF INTEREST, PROFIT, OR REVENUES BY THE OTHER PARTY OR FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES SUFFERED BY THE OTHER PARTY, THAT ARISE FROM OR ARE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES; PROVIDED, HOWEVER, THAT THIS CLAUSE WILL NOT PREVENT EITHER PARTY FROM RECOVERING PAYMENTS OWED UNDER THIS AGREEMENT.

14. Limited Warranty & Risk of Loss.

1. Limited Warranty. CMT warrants System Components against defects in material and workmanship under normal use and service for the Term of this Agreement following Installation of the CMT Payment System, subject however to ordinary wear and tear (“Limited Warranty”). At its option, CMT will replace the equipment during the warranty period at no charge, as long as it is returned in accordance with the terms of this Agreement and this Limited Warranty.

1. Exclusions: This Limited Warranty does NOT cover:

1. Defects or damage resulting from use of the System Components in other than its normal and customary manner and in accordance with any instructions or user guidelines related to same and communicated to User;

2. Defects or damage from misuse, accident, or neglect;

3. Defects or damage from improper testing, operation, maintenance, installation, adjustment, or any alteration or modification of any kind;

4. Equipment disassembled or repaired in a manner which adversely affects performance or prevents adequate inspection and testing to verify any warranty claim;

5. Equipment with labels removed or illegible serial numbers;

6. Defects or damage due to spills of or immersion in food or liquid; and/or

7. Scratches on plastic surfaces, screens, or externally exposed parts, provided the unit is functional and its operation is not, in the exclusive determination of CMT, materially impaired by same.

2. Risk of Loss. Except in accordance with the provisions above regarding service and maintenance, at all times, the System Components are and shall remain the property of CMT, and User shall be responsible for the loss, theft, or damage to any System Component, from time-to-time, in its possession.

3. Warranty Limitation. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE), AND ALL SUCH OTHER WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED BY CMT AND USER.

15. Rights to Software.

1. Grant of License. Provided User remains in compliance with the terms of this Agreement, CMT hereby grants to User, drivers, and passengers a worldwide, perpetual, royalty free, non-transferable, non-exclusive right to access and use the CMT Software (together with any Updates thereto, and including any replacement system, temporary back-up, or substitute therefor) and other CMT Intellectual Property for their intended purpose, as may be provided for hereunder or otherwise covered by the Agreement.

2. Limitations on User’ Right to Use CMT Proprietary Property. User acknowledges that, based on the representation of CMT, any source code for the Software (the “Source Code”) and other Intellectual Property of CMT (collectively, “CMT Proprietary Property”) is proprietary and confidential to CMT. User agrees to treat any CMT Proprietary Property provided to User as CMT Confidential Information (as defined below). Except to the extent permissible under applicable law, User agrees NOT to: (a) decompile CMT Software in violation of CMT’s Intellectual Property Rights; (b) disassemble, reverse engineer, or tamper with the CMT Payment System or any System Component in violation of CMT’s Intellectual Property Rights; (c) create any derivative works (including, without limitation, translations, transformations, adaptations, or other recast or altered versions) based on any CMT Proprietary Property in violation of CMT’s Intellectual Property Rights; or (d) authorize any third party to do any of the foregoing.

16. Confidentiality and Non-Use.

1. Confidentiality and Non-Use Obligations. CMT and User each acknowledge that the other possesses and will continue to possess Confidential Information developed or received by it, including, but not limited to, the terms of this Agreement. Each Party agrees not to use the Confidential Information for any purpose save and except in order to satisfy its obligations under the Agreement. Except as otherwise specifically set forth herein or agreed in writing by the Parties, "Confidential Information" shall mean all confidential and trade secret information of a Party, whether or not marked confidential, restricted, proprietary, or with a similar designation at the time of disclosure. During the Term, and for a period of three (3) years following the expiration or earlier termination of the Term, as the case may be, each Party (the "Recipient") shall use at least the same degree of care to safeguard the Confidential Information of the other Party (the "Discloser") and to prevent disclosing such information to third parties and to avoid unauthorized disclosure, publication, dissemination, destruction, loss, or alteration of the Confidential Information of the Discloser; provided, however, that the Recipient may disclose such information on a need-to-know basis to its counsel and to other third parties performing services required hereunder where (a) use of such third party is authorized by this Agreement; (b) such disclosure is necessary to the third party’s performance of its responsibilities; (c) the third party agrees to execute a non-disclosure agreement that is no less protective than the terms of this Section 16 with respect to the Discloser’s Confidential Information; and (d) the Recipient assumes full responsibility for the acts or omissions of such third party.

1. Contents of This Agreement. User acknowledges and agrees that the contents of this Agreement, including any applicable the Order Form(s), shall be considered Confidential Information within the meaning set forth above and shall not be disclosed by User or any User Representative to any third-party without the prior written approval of CMT or as required under the terms of this Section.

2. Exceptions to Definition of Confidential Information. Confidential Information shall not include information which the Recipient can demonstrate (a) was, at the time of disclosure to it, available to the public; (b) after disclosure to it, is published or otherwise becomes available to the public through no fault of the receiving Party; (c) was in the possession of the receiving Party at the time of disclosure to it; (d) was received after disclosure to it from a third party who had a lawful right to disclose such information to it; or (e) was independently developed by the Recipient without reference to Confidential Information of the Discloser.

3. Compelled Disclosure. Disclosure of Confidential Information shall not violate the confidentiality obligations imposed by this Section if such disclosure (a) is pursuant to a court order; (b) is required by any regulatory agency or other government body of competent jurisdiction; or (c) is reasonably necessary to establish in any legal or other similar proceeding the rights and obligations of the Parties under the Agreement.

17. Force Majeure.

1. Excused Non-Performance. In no event will either Party be liable to the other for any delay or failure to perform hereunder that is due to Force Majeure Conditions (provided, however, that the non-payment of any amount due at any time pursuant to the Agreement shall in no case be excused by any Force Majeure Condition). A “Force Majeure Condition” is a cause or condition preventing performance that is beyond the control of the Party claiming excuse, including acts of God, acts of the public enemy, terrorist acts, labor disputes, strikes, acts of a governmental authority in the jurisdiction where the CMT Payment System or any Service is being or is to be provided, wireless network outages, fires, floods, epidemics, quarantine restrictions, and freight embargoes. Performance times under the Agreement shall be considered extended for a period of time equivalent to the time lost because of any delay excused under this Section.

2. Limits on the Scope of the Excuse. Notwithstanding the provisions of Section (Excused Non-Performance) above, in every case the delay or failure to perform must be beyond the control and without the fault or negligence of the Party claiming excusable delay and each Party shall exercise all reasonable efforts to mitigate the extent of such delay or failure.

18. Miscellaneous Provisions.

1. Assignment. User shall not assign the Agreement, or any of its rights and obligations hereunder, by operation of law or otherwise, without the prior written consent of CMT (such consent not to be unreasonably withheld or delayed), and any purported assignment effected otherwise than in accordance with the preceding terms shall be null and void. CMT may assign the Agreement, along with any or all of its rights and/or obligations hereunder, to (i) any present or future affiliate of CMT, or (ii) any acquirer or licensor of all or substantially all the assets of CMT, or any entity merging or amalgamating with CMT (collectively, "CMT Assignments"), in each case without the User’s prior consent. Any assignment permitted hereunder (other than CMT Assignments) will not relieve the assigning Party of any of its obligations under this Agreement or any Order. Furthermore, the Agreement shall be binding on the Parties and their respective legal successors and permitted assigns.

2. Notices. All notices, requests, claims, demands, and other communications regarding this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service (with signature required), by facsimile, or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties.

3. Subcontracting. CMT may subcontract the performance of any of its obligations under the Agreement, including any Service, or portion thereof, without notice to or the consent of User. CMT shall remain fully responsible for any obligations subcontracted, as permitted hereunder, and CMT shall be solely responsible for payments due such subcontractors. User may not subcontract any of its obligations under the Agreement except as authorized by the Agreement or with the prior written consent of CMT.

4. Advertising or Publicity. Neither CMT nor User shall use the name of the other in publicity releases, advertisements, or other public statements issued by any Party relating to this Agreement or the transaction contemplated hereunder without securing the prior written approval of the other.

5. Governing Law. The Laws of England shall govern the validity of this Agreement, the construction and enforcement of its terms, and the interpretation of the rights and duties of the Parties hereunder.

6. Modification, Amendment, Supplement, or Waiver. With the exception of the PCI Standards incorporated herein by reference, all modification, amendment, supplement to, or waiver of the Agreement or any of its provisions must be made in writing, in hard copy - paper form, and signed by hand by duly authorized representatives of both Parties

7. No Prejudice for Prior Non-Enforcement. A failure or delay of a Party to enforce at any time any provision of the Agreement, or to exercise any option under the Agreement, or to require at any time performance of any provision of the Agreement, shall in no way be construed to be a waiver of such provision.

8. Entirety of Agreement. The Agreement constitutes the entire agreement between the Parties and supersedes all previous agreements, promises, representations, understandings, and negotiations, whether written or oral, between the Parties with respect to the subject matter hereof.

9. Compliance with Laws. Subject to Sections 3.4 and 8.1, each Party shall perform its respective obligations pursuant to the Agreement in a manner that complies with all applicable Laws. If a charge of non-compliance by a Party with any such Laws occurs, such Party shall promptly notify the other Party of such charges in writing.

10. Severability. In the event any one (1) or more of the provisions of the Agreement shall for any reason be held to be invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal, or unenforceable provision(s) shall be replaced by a mutually acceptable provision(s) negotiated by the Parties that, being valid, legal, and enforceable, comes closest to the Parties’ intentions related to the underlying invalid, illegal, or unenforceable provision(s).

11. Headings. The headings in the Agreement are for reference only and shall not in any way limit or otherwise affect the meaning or interpretation of any of the terms hereof.

12. Independent Contractor. The Parties intend to create an independent contractor relationship and nothing contained in this Agreement shall be construed to make either User or CMT partners, joint venturers, principals, agents, or employees of the other. No officer, director, employee, agent, affiliate, or contractor retained by CMT to perform work on User’s behalf under this Agreement shall be deemed to be an employee, agent, or contractor of User.

13. Execution. This Agreement, including all User Covenants, shall be considered fully executed upon submission of a signed Order Form by User, acceptance of any Service by User, and/or the Installation of the CMT Payment System in User’s Vehicle(s).

14. User Representatives. User shall cause the User Representatives to comply with the terms of the Agreement at all times.

15. Survival of Provisions. The provisions of Sections 12 (Indemnification Obligations), 13 (Limits of Liability and Special Damages), 16 (Confidentiality Obligations), and 18.4 (Advertising or Publicity), and such other provisions that by their nature or effect survive the expiration or termination of the Agreement shall survive.

- END of User Covenants -