TAXITAPP – CAB COMPANY AGREEMENT

 

TaxiTapp, Inc (“TaxiTapp”) is pleased to offer your taxi cab company (“Company”) access to the mobile TaxiTapp application and related website, software, and services (collectively, the “Services”). TaxiTapp provides Company with access to the Services conditioned on Company’s acceptance of these terms and conditions, which shall govern its use of the Services. By clicking on “Accept” below, Company accepts without modification all of the terms and conditions outlined in this Agreement (the “Agreement”) and acknowledges and agrees that this Agreement is binding on TaxiTapp and Company. If Company does not agree to this Agreement, it may not use the Services.

1. Description of the Services.

TaxiTapp has developed the Services which enable potential passengers (collectively, “Passengers”) to locate available taxi cabs, book taxi transportation and pay fares electronically. As a taxi cab service provider, Company shall be permitted to use the Services in connection with its business in accordance with the terms of this Agreement.

2. Use of the Services.

  1. Company may allow the drivers employed by or otherwise associated with Company and other individuals employed by Company (“collectively, the “Company Users”) to use the Services pursuant to the terms of this Agreement, provided that Company: (i) is responsible for ensuring all Company Users’ compliance with the Agreement; and (ii) shall be solely and strictly liable for the conduct of all Company Users related to the Services.
  2. Company and all Company Users shall abide by any documentation and usage policies that TaxiTapp may adopt from time regarding the use of the Services.
  3. Company shall ensure that all Company Users properly use the Services and do not attempt to manipulate the Services. In particular, Company shall ensure that all of its Company Users use the Services to properly track the fares that are charged to and collected from Passengers.
  4. TaxiTapp reserves the right to make changes to the Services at any time and without notice. Company’s access to and use of the Services is completely at the discretion of TaxiTapp, and Company’s access to and use of the Services may be blocked, suspended, or terminated without prior notice at any time for any reason or for no reason.
  5. Company acknowledges that TaxiTapp will not ship copies of the TaxiTapp application (the “Application”) to Company. Instead, the Application may be downloaded online and the Services will be hosted by TaxiTapp and accessed and used by Company through the Internet.
  6. Company shall be solely responsible for obtaining and installing any and all hardware, networking equipment, Internet services, back-up system, or other equipment or services required to access and use the Services. TaxiTapp will provide Company with access to the latest version of the Application via the Internet. While TaxiTapp will endeavor to provide access to the Services on a 24×7 basis, access may be limited in the event of scheduled downtime, system back-up, other on-going maintenance or other issues outside of TaxiTapp’s control.

3. Collection of Fares.

  1. The Application will enable Passengers to electronically pay the Fare (defined below) charged by Company to the Passenger for the transportation services provided by Company (“Company’s Services”).  Such amounts will be paid to TaxiTapp.  Passengers will also have the option to pay Fares with cash, which amounts will be paid to the Company.  The “Fare” is defined as the total amount charged by Company to the Passenger for Company’s Services plus taxes, and any tip, but excluding payment processing charges.
  2. When a Passenger pays electronically, Company’s payment account with TaxiTapp (“Company’s Account”) will be credited for the amount of the Fare.  Any processing fee will be paid to the payment processing company (currently, Braintree).  At the end of each day, if there is a positive amount in Company’s Account, TaxiTapp will send Company payment in the amount of the balance.  Such payment will be sent via check or electronic transfer, whichever payment method is selected by TaxiTapp.
  3. In the event that this Agreement is terminated and Company later wishes to sign up for the Services again, Company will need to agree to TaxiTapp’s then-current agreement and Company will lose any early-adopter benefits.
  4. Company acknowledges that TaxiTapp will publicly display driver information to the passenger including the estimated fare rate based off the tariffs entered by the company and the algorithm developed by TaxiTapp.
  5. Company and its drivers acknowledge that TaxiTapp will withhold driver tips until the sum exceeds $30 before disbursing accumulated funds into the driver’s Account.
  6. TaxiTapp uses Braintree, a division of PayPal, Inc. (Braintree) for payment processing services. By using the Braintree payment processing services you agree to the Braintree Payment Services Agreement available at https://www.braintreepayments.com/legal/gateway-agreement, and the applicable bank agreement available at https://www.braintreepayments.com/legal/cea-wells.

4. Grant of Rights.

TaxiTapp grants Company the nonexclusive, non-assignable right to use the Application and the Services. Upon termination of this Agreement, Company’s right to use the Services and access the Application shall immediately cease.

5. Ownership.

All rights in the Services not expressly granted to Company shall be deemed as reserved for the exclusive use by TaxiTapp. Company acknowledges and agrees that the Services, all patent rights, trade secret rights, design rights, copyrights, trademark rights, and other property rights in the Services shall at all times remain the sole property of TaxiTapp. Company will not acquire any right, title or interest in or to the Services by reason of this Agreement, except for the non-exclusive license to use the Services in accordance with this Agreement.

6. Term and Termination.

  1. The term of the Agreement shall commence on the date that Company signs up for the Services and agrees to the terms of this Agreement, and shall continue thereafter until the Agreement is terminated by the parties.
  2. Each party shall have the right, upon thirty (30) days written notice to the other party, to terminate this Agreement whether or not the other party is in default or in breach. Upon termination of the Agreement, TaxiTapp shall be entitled to payment under Section 3 hereof with respect to all Booking Fees and other charges incurred up to the effective date of the termination. In addition, Company’s access to and use of the Application shall immediately cease.
  3. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, provisions addressing ownership, disclaimers, indemnification, insurance and limitations of liability.

7. Disclaimer of Warranties.

  1. THE APPLICATION AND THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. TAXITAPP DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT COMPANY’S USE OF THE APPLICATION OR THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE, OR VIRUS FREE, OR THAT APPLICATION OR THE SERVICES WILL MEET COMPANY’S REQUIREMENTS. INFORMATION OBTAINED THROUGH THE APPLICATION HAS NOT BEEN VERIFIED (INCLUDING INFORMATION PROVIDED BY PASSENGERS AND OTHER USERS OF THE APPLICATION), AND TAXITAPP DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT SUCH INFORMATION IS ACCURATE, COMPLETE, RELIABLE, OR OTHERWISE VALID.
  2. TAXITAPP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO ANY WARRANTY OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY ARISING FROM A COURSE OF DEALING, TRADE USAGE, OR TRADE PRACTICE.

8. Insurance.

During the term of this Agreement, Company will, at its own expense, maintain in full force and effect insurance of the kind and in the amounts required by the state(s) in which Company operates. Such insurance shall be obtained from a company, or companies, having an A.M. Best’s rating of A-VII or better and a license to do business in each state in which Company operates. Certificates of insurance evidencing the required coverage and limits will be furnished to TaxiTapp upon its request.

9. Indemnification.

Company shall defend TaxiTapp against any costs, expenses, judgments, damages, liabilities, legal fees or other reasonable costs of litigation or defense (including reasonable attorneys’ fees and costs), arising from or relating to: (i) personal injury, death, property damage or other harm caused in the course of Company’s Services; (ii) any other third party claim related to Company’s Services and/or the actions or inactions of Company or the Company Users; (iii) Company’s or any Company User’s interactions or disputes with any Passengers or any other third parties; or (iv) Company’s or any Company User’s failure to comply with this Agreement.

10. Limitation of Liability.

  1. TAXITAPP SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF TAXITAPP OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TAXITAPP’S LIABILITY TO COMPANY FOR ANY CAUSE OF ACTION UNDER THIS AGREEMENT WHATSOEVER IS LIMITED TO THE AMOUNT PAID BY COMPANY TO TAXITAPP (IF ANY) UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM IS MADE.
  2. IN NO EVENT WILL TAXITAPP BE LIABLE TO COMPANY FOR ANY DAMAGES RELATING TO THE ACTIONS OR INACTIONS OF ANY PASSENGERS OR OTHER THIRD PARTIES, INCLUDING A PASSENGER’S FAILURE TO PAY FOR COMPANY’S SERVICES. ALL CLAIMS RELATED TO COMPANY’S SERVICES AND/OR THE ACTIONS OR INACTIONS OF A PASSENGER ARE SOLELY BETWEEN COMPANY AND THE APPLICABLE PASSENGER.

11. Miscellaneous.

  1. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law. The parties agree to submit to the exclusive jurisdiction and venue of the state or federal courts located in Delaware for any action arising out of this Agreement; provided, however, that TaxiTapp may, at its option, pursue injunctive relief or a claim for collection of monetary obligations in any court of competent jurisdiction.
  2. The person agreeing to this Agreement on behalf of Company represents and warrants that he or she has the power and authority to bind Company and agree to the terms outlined herein on its behalf.
  3. If any provision of this Agreement is held invalid, the parties agree that such invalidity will not affect the remaining provisions.
  4. The parties hereto are independent contractors and nothing contained herein will be construed as a partnership, joint venture, agency or employer-employee relationship. Neither party has the right or authority to assume or create any obligation on behalf of the other party without the other party’s prior written consent.
  5. This Agreement constitutes the entire Agreement between the parties and supersede any previous or contemporaneous, oral or written Agreements, commitments, representations or communications regarding its subject matter. This Agreement may be amended, supplemented, modified or discharged only upon an agreement in writing executed by all of the parties hereto. This Agreement will inure to the benefit of and will be binding upon the parties hereto and their respective successors and assigns, subject, however, to the limitations contained herein.
  6. Any failure by either party to insist upon or enforce performance by the other party of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement or otherwise by law shall not be construed as a waiver or relinquishment of such party’s right to assert or rely upon the provision, right, or remedy in that or any other instance; rather the provision, right, or remedy shall be and remain in full force and effect.
  7. This Agreement may be executed in several counterparts, each of which will be deemed an original but all of which will constitute one and the same instrument.

BY USING THE SERVICES AND CLICKING “SUBMIT”, COMPANY AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OUTLINED HEREIN.