Software License and
Online Services Agreement

This Agreement constitutes a legal agreement between you (“Transportation Company” or “You”) and Kid Car NY, LLC, a Delaware corporation (“Kid Car” or “Vendor”). Kid Car is the developer of a mobile application and associated software (the “Software” as defined below) and the Kid Car Services (as defined below). The mobile application and Software enables a person who has downloaded a copy of the Kid Car “App” (as defined below) and signed up as a user to request transportation services from transportation companies who have executed this Agreement and have downloaded and are using the Driver App (as defined below). Kid Car does not provide transportation services and is not a transportation carrier. You are an independent company in the business of providing transportation services, which business you are authorized to conduct in the state(s) and jurisdiction(s) in which you operate. As used herein, “You” and “Transportation Company” shall include your employees, subcontractors, agents, representatives, and Drivers all of which shall be bound by the terms of this Agreement. You desire to enter into this Agreement for the purpose of accessing and using the Kid Car Services and Software to increase your transportation business. In order to use the Kid Car Services and the associated Software, You must agree to the terms and conditions that are set out below. Upon your downloading the Driver App or otherwise communicating acceptance of this agreement, you and Kid Car shall be bound by the terms and conditions set forth herein.

1. DEFINITIONS. In addition to the terms defined elsewhere in this Agreement, the following definitions apply:

1.1 ‘“Affiliated Company” means a company that directly or indirectly is under control of or controls that relevant party, by having more than fifty percent (50%) of the voting stock or other ownership interest or the majority of the voting rights.

1.2 “App” means the software application developed, owned, controlled, managed, maintained, hosted, licensed and/or designed by Kid Car (or its Affiliated Companies) to run on smartphones, tablet computers and/or other devices, through which the Kid Car Service is made available.

1.3 “Change Notice” has the meaning as set out in Section 5.4 (Invoice Terms).

1.4 “City” means the state, city, municipality, place, region or territory in which the Driving Service shall be made available by the Transportation Company.

1.5 “Data” means all data with regard to or transmitted using the Device, the App, the Driver App, the Kid Car Service or the Driver ID, or data relating to the User and/or the Ride.

1.6 “Device” means the relevant smartphone or such other device as made available by Kid Car (in its sole discretion) to the Driver in order for the Driver to use and have (limited) access to the Kid Car Service and to enable the Driver in providing the Driving Service to the Users.

1.7 “Driver” means a person who is a member, employee, contractor or business affiliate of, or otherwise retained by the Transportation Company (or is himself or herself the Transportation Company) and who shall render the Driving Service of whom the relevant contact details (including copy of the driver’s license) are provided to Kid Car.

1.8 “Driver Addendum” means the applicable terms and conditions that Transportation Company is required to enter into with all Drivers prior to allowing access to the Software and Kid Car Services. The Driver Addendum is available in this agreement, and is specific to certain Kid Car products and Driver’s location. Kid Car may update the Driver Addendum from time to time at its sole discretion. By consenting to this agreement, You are consenting to the Driver Addendum. If Transportation Company is an individual who is also a Driver, Transportation Company hereby agrees to abide by all requirements of the Driver Addendum.

1.9 “Driver App” means the software application developed, owned, controlled, managed, maintained, hosted, licensed and/or designed by Kid Car (or its Affiliated Companies) to run on the Device.

1.10 “Driver ID” means the identification and password key allotted by Kid Car to a Driver by which the Driver can access and use the Driver App and Device.

1.11 “Driving Service” means the transportation service as provided, made available or rendered by the Transportation Company (through the Driver (as applicable) with the Vehicle) upon request of the User through the App.

1.12 “Fare” means the amount (including applicable taxes and fees) that the Transportation Company is entitled to charge the User for the Ride, based on the recommended fares for the City as set out on http://www.KidCar.net or on the App.

1.13 “Fee” means the commission paid by the Transportation Company to Kid Car for the Service.

1.14 “Intellectual Property Right” means any patent, copyright, invention, database right, design right, registered design, trademark, trade name, brand, logo, slogan, service mark, know-how, utility model, unregistered design or, where relevant, any application for any such right, know-how, trade or business name, domain name (under whatever extension, e.g. .com, .nl, .fr, .eu, etc.) or other similar right or obligation whether registered or unregistered or other industrial or intellectual property right subsisting in any territory or jurisdiction anywhere in the world.

1.15 “Ride” means the transportation of the User by the Driver from the point of pick-up of the User until the point of drop-off of the User.

1.16 “Software” means Kid Car’s mobile application and associated software, including but not limited to the Kid Car App and Driver App.

1.17 “Toll Charges” means any and all road, bridge, ferry, tunnel and airport toll charges, including inner-city congestion, environmental or similar charges.

1.18 “Kid Car Service” means the lead-generation service through the App, SMS (text messaging), web based requests or such other platforms, communication media or channels as are from time to time operated and made available by or on behalf of Kid Car that allow a User to request Driving Service from a Driver (who shall render the Driving Service on behalf of the Transportation Company) as available to and accepted by the User. “Kid Car Service” also includes Kid Car’s arrangement for a third party payment processor or mobile payment platform to process the Fare for a Ride requested via the App and distribution of the Fare (minus the Fee) to the Transportation Company.

1.19 “User” means a person who has signed up and is registered with Kid Car for the use of the App and/or the Kid Car Service.

1.20 “User Information” Information provided by Kid Car to the Driver via the Driver App indicating the User’s name, the User’s pick-up location and photo of the User, if the User has elected to include a photo in the User’s profile with Kid Car.

1.21 “Vehicle” means any motorized vehicle (whether powered by an internal combustion, hybrid or an electrical engine) that is in safe and clean condition and fit for passenger transportation as required by applicable laws and regulations and that has been accepted by Kid Car and identified as the vehicle to be used by the Driver in the provision of the Driving Service.

1.22 “Website” means the Kid Car website www.KidCar.net.

2. LICENSE GRANT.

2.1 Use of and access to the Driver App Kid Car hereby grants Transportation Company a non-exclusive, non-transferable, right to use the Software and Kid Car Service, subject to the terms and conditions of this Agreement for the sole purpose of providing and rendering the Driving Service in and/or from within the City to and for the benefit of the Users. All rights not expressly granted to you are reserved by Kid Car and its licensors.

2.2 Restrictions. Transportation Company shall not and will ensure that Driver does not
(i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Kid Car Service, the Software, or the Device in any way;
(ii) modify or make derivative works based upon the Kid Car Service or the Software;
(iii) create Internet “links” to the Kid Car Service or Software or “frame” or “mirror” any Software on any other server or wireless or Internet-based device;
(iv) reverse engineer, decompile, modify, or disassemble, except as allowed under the applicable law;
(v) access the Software in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Kid Car Service or Software, or (c) copy any ideas, features, functions or graphics of the Kid Car Service or Software; or
(vi) launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Kid Car Service or Software. Transportation Company may not use the Software and Kid Car Service to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Software or Service or the data contained therein; (v) attempt to gain unauthorized access to the Software or Service or its related systems or networks
(vii) during the period Driver is driving for Kid Car and for a period of one year after the date of the last ride Driver provides through Kid Car, Driver may not found, establish, acquire a stock or other ownership in, or become an officer, director or senior executive of any company that provides car service within New York City and derives more than 50% of its gross revenue from transporting children and/or adults accompanying children.

2.3 Unavailability. The Transportation Company acknowledges and agrees that the Software or the Kid Car Service may, from time to time, be unavailable (e.g. due to scheduled maintenance or system upgrades) and that Kid Car cannot, and does not, guarantee any specific or minimum availability of the Software or the Kid Car Service.

2.4 Ownership. Kid Car (and its Affiliated Companies and licensors, where applicable) shall own and have all rights (including Intellectual Property Rights) in and to the Device, the Software, the Kid Car Service, the Driver ID and the Data. Insofar the Transportation Company and/or Driver may, by operation of applicable law or otherwise, obtain any rights (including Intellectual Property Rights) in relation thereto, these rights shall be and are hereby transferred (insofar permitted under the applicable law, in advance) to Kid Car (rights obtained by any Driver should be transferred via the Transportation Company). Where a transfer may not be permissible under the applicable mandatory law, the Transportation Company hereby undertakes to grant and to procure from the Driver a grant to Kid Car of a perpetual, exclusive (exclusive also with regard to Transportation Company and/or Driver), world-wide and transferable right and license under any such non-transferable rights.

3. OBLIGATIONS OF THE TRANSPORTATION COMPANY.

3.1 Transportation Company shall have the sole responsibility for any obligations or liabilities to Drivers, Users or third parties that arise from its provision of the Driving Service.

3.2 By using the Kid Car Services to receive and accept requests for transportation and by providing the Driving Service to the User, the Transportation Company accepts, agrees and acknowledges that a direct legal relationship is created and assumed solely between the Transportation Company and the User. Kid Car shall not be responsible or liable for the actions, omissions and behavior of the User in or in relation to the activities of the Transportation Company, the Driver and the Vehicle.

3.3 Transportation Company acknowledges and agrees that it and the Driver are solely responsible for taking such precautions as may be reasonable and proper (including taking out adequate commercial insurance appropriate for the provision of transportation services in conformity with standard market practice and in conformance with all applicable regulations and other licensing requirements) regarding any acts or omissions of the User.

3.4 The Transportation Company represents and undertakes to procure that the Driver shall comply with, adhere to and observe the terms and conditions set forth in this Agreement, the Driver Addendum, and all applicable laws, regulations, rules, statutes or ordinances governing or otherwise relating to the Driving Service. To the extent required, the Transportation Company hereby agrees and ensures that the rights, covenants, undertakings, representations and obligations of the Driver as set out in this Agreement shall apply to, and be assumed, accepted and taken over by the Driver. The Transportation Company shall provide copies of all executed Driver Addendums to Kid Car upon Kid Car’s request.

3.5 The Transportation Company acknowledges and agrees that it exercises sole control over the Driver and will comply with all applicable laws and regulations (including tax, social security and employment laws) governing or otherwise applicable to its relationship with the Driver. Kid Car does not and does not intend to exercise any control over the Driver’s (or the Transportation Company’s) actions or the operation or physical condition of the Vehicle (except as specifically provided in this Agreement).

3.6 Transportation Company undertakes that it will, and that it will ensure that its Driver(s) will, safeguard, protect and keep the Driver ID at all times confidential and safely stored and shall not disclose it to any person other than those who need to have access to the Driver ID in order to render and/or provide the Driving Service.

3.7 Transportation Company undertakes that it will, and that it will ensure that its Driver(s) will, safeguard, protect and keep the User Information received from Kid Car and the details of any Ride, at all times confidential and shall not disclose it to any person or store the information in any manner, except as required by law.

3.8 Transportation Company will immediately notify Kid Car of any actual or suspected security breach or improper use of the Device, the Driver App, the Driver ID, the Data or of the User Information.

3.9 Transportation Company shall not and shall permit no Driver to provide transportation for any User other than though Kid Car If Transportation Company or Driver has previously provided services through Kid Car. Breach of this provision will be grounds for automatic termination of this Agreement, in which event Transportation Company and User and surrender of any and all car seats in the possession of, and Transportation Company will promptly remit to Kid Car the sum of $10.00 for each child carried in such circumstances in a car seat provided by Kid Car. Notwithstanding the foregoing, nothing herein will preclude Transportation Company or a Driver from providing transportation services for a User if the service was coincidentally arranged by a third party without any action whatsoever by Driver or Transportation Company and if the request for service does not specifically request use of a car seat.

4. USE OF KID CAR SERVICE AND SOFTWARE BY DRIVERS.

4.1 Driver ID. Kid Car will issue the Transportation Company a Driver ID for each Driver retained by the Transportation Company to enable Transportation Company and/or the Driver (as applicable) to access and use the Driver App and the Device in accordance with the Driver Addendum. Kid Car will have the right, at all times and at Kid Car’s sole discretion, to reclaim, prohibit, suspend, limit or otherwise restrict the Transportation Company and/or the Driver from accessing or using the Driver App or the Device. Kid Car may charge a fee for access to the software.

4.2 Information provided to Users

4.3 Driver and User Review.

4.4 Disclosure of Information. In case of a complaint, dispute or conflict between the Transportation Company or the Driver on the one hand and the User on the other hand or in other appropriate instances where a legitimate reason for such disclosure exists (for example, receipt by Kid Car of a subpoena or warrant requesting information), Kid Car may, but shall not be required to – to the extent permitted by applicable laws and regulations – provide the User, Transportation Company, the Driver and/or the relevant authorities the relevant data (including personal data) of the Transportation Company or the Driver. Kid Car may also disclose certain information of the Transportation Company or the Driver as set forth in this Agreement.

5. TRANSPORTATION FOR CHILDREN.

5.1  Transportation Provider acknowledges and agrees that Users will typically seek the arrangement of transportation of children, including younger children that require car seats.  Kid Car currently requires the use by Transportation Provider and Drivers of Diono Radian 3RX convertible car seats for transportation provided to Users hereunder, such specification being subject to change from time to time in Kid Car’s discretion.  Such specified car seats are referred to herein as “Car Seats.”

5.2  Kid Car will rent Transportation Provider up to three Car Seats for $5 per week for each car seat and may choose to provide additional Car Seats to particular Drivers to meet the needs of specific Users.  Kid Car shall have the right to charge a deposit for the use of all car seats supplied by Kid Car to Driver, which deposit will be refunded to driver upon return of the Car Seats to Kid Car in a condition that is clean and in good working order.    Transportation Provider is solely responsible for the maintenance of the Car Seats and to ensure that they are clean and in good working order.  Transportation Provider and Drivers may utilize such Car Seats only in connection with Users served under this Agreement.  Transportation Provider will return all such Car Seats to Kid Car upon termination of this Agreement or upon Kid Car’s request based on the consistent unavailability of any Driver to meet ride requests.  In lieu of using Car Seats provided by Kid Car, Driver may obtain Car Seats meeting the requirements of paragraph 5.1 from any source.

5.3  Kid Car provides training to drivers in the proper installation of a Car Seats so as to enable Driver seat to properly install the Car Seat upon request of the User.

5.4  Transportation Companies and Drivers shall be solely responsible for the proper installation of Car Seats and (if undertaken by the Driver) for the proper buckling of children passengers into such Car Seats, and Kid Car will have no responsibility with respect thereto.

5.5  Neither Transportation Provider nor Driver will use any Car Seat supplied by Kid Car to fulfill any request for service arranged through a technology platform provided by a third party or through another car service company if such request indicates that children will be present or a need for car seat availability. However, if Transportation Provider or Driver responds to a request for service without any knowledge or reason to know that a child may be a passenger and there coincidentally is a child passenger, then a Kid-Car-supplied Car Seat may be used; provided that the customer will be informed that the Car Seat was supplied by Kid Car.

6. CALCULATION OF FARES AND FEES.

6.1 Fares

6.2 Fee

6.3 Invoicing and payment terms

7. REPRESENTATIONS

7.1 Transportation Company/Driver representations
The Transportation Company represents to Kid Car and shall ensure that the Driver shall represent to Transportation Company, that for the term of this Agreement:
(i) it holds, complies and shall continue to hold and comply with all permits, licenses and other governmental authorizations necessary for conducting, carrying out and continuing their activities, operations and business in general and the Driving Service in particular;
(ii) shall comply with all local laws and regulations, including the laws related to the operation of a taxi/passenger delivery, driving service or transportation service and will be solely responsible for any violations of such local laws and regulations;
(iii) the Driver has a valid driver’s license and valid TLC license and is authorized to operate the Vehicle as set out in the Driver Addendum and has all the appropriate licenses, approvals and authority to provide transportation for hire to third parties in the City where the Driving Service is rendered or performed;
(iv) it has appropriate and up-to-date level of expertise and experience to enable and provide the Driving Service and the Driving Service will be supplied, provided and supported by appropriately qualified and trained Drivers acting with due skill, care and diligence;
(v) the Transportation Company and the Driver have and maintain a valid policy for the appropriate (transportation, personal injury, third party or general) liability insurance and such other insurances as are considered market practice (all in industry-standard coverage amounts) for the operation of the Vehicle and/or business insurance to cover any anticipated risks, damages and losses related to the operation of a taxi/passenger delivery, driving service or transportation services (including the Driving Service), and not less than the minimum coverage amounts required by applicable law. The Transportation Company shall add Kid Car to its liability insurance policy as an additional insured, and shall upon first request of Kid Car provide Kid Car with a copy of the insurance certificate.
(vi) the Transportation Company’s employees are covered by workers’ compensation insurance, as required by law. If permitted by law, Transportation Company may choose to insure itself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Transportation Company’s subcontractors may also, to the extent permitted by law, maintain occupational accident insurance in place of workers’ compensation insurance.
(vii) the Vehicle is kept in a clean condition at all times, such Vehicle is in good operating condition and meets the industry safety standards for a Vehicle of its kind;
(viii) the Driver and the Vehicle maintain at all times the star rating quality described in Section 4.3.3 above.
(ix) Transportation Company is the owner or lessee, or are otherwise in lawful possession of a Vehicle or Vehicles, and said Vehicle or Vehicles are suitable for performing the commercial carriage services contemplated by this Agreement, which equipment complies with all applicable federal, state and local laws.
(x) the Driver will maintain a good working knowledge of how to properly install the Car Seat.

7.2 Disclaimer

7.3 Transportation Company/ Driver indemnifications

8.0 RELATIONSHIP BETWEEN THE PARTIES

8.1 The relationship between the Parties is solely that of independent contracting parties.

8.2 The Parties expressly agree that this Agreement is not an employment agreement or employment relationship. The parties further agree that no employment contract is created between Kid Car and the Drivers.

8.3 The Parties expressly agree that no joint venture, partnership, employment, or agency relationship exists between you, Kid Car or any third party provider as a result of this Agreement or use of the Kid Car Service or Software.

8.4 The Transportation Company acknowledges and agrees that it has no authority to bind Kid Car and undertakes not to hold itself out and to ensure that the Driver does not hold himself or herself out, as an employee, agent or authorized representative of Kid Car. Where, by implication of mandatory law or otherwise, the Driver and/or the Transportation Company may be deemed an agent or representative of Kid Car, the Transportation Company undertakes and agrees to indemnify, defend and hold Kid Car harmless from and against any claims by any person or entity based on such implied agency relationship.

9. LIABILITY

9.1 IN NO EVENT SHALL KID CAR’S AGGREGATE LIABILITY EXCEED THE FEES ACTUALLY PAID BY AND/OR DUE FROM TRANSPORTATION COMPANY IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL KID CAR AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). KID CAR AND/OR ITS LICENSORS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY TRANSPORTATION COMPANY, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE KID CAR SERVICE OR SOFTWARE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE KID CAR SERVICE OR SOFTWARE.

9.2 If the disclaimer of liability by Kid Car as set out in Clause 7.1 shall, for some reason, not have any effect, the maximum aggregate liability of Kid Car vis-a-vis the Transportation Company and its Drivers collectively, is limited to 50% of the total amount of the Fee paid to Kid Car by the Transportation Company in the year (12 months) preceding the event that led to the liability.

9.3 All defenses (including limitations and exclusions of liability) in favor of Kid Car apply
(i) regardless of the ground upon which a liability is based (whether default, tort or otherwise),
(ii) irrespective of the type of breach of obligations (guarantees, contractual obligations or otherwise),
(iii) for all events and all agreements together,
(iv) insofar no event of willful misconduct or gross negligence of Kid Car or its management has occurred, and
(v) also for the benefit of its Affiliated Companies and employees and, at the request of Kid Car, Kid Car’s licensors, suppliers and subcontractors.

9.4 Kid Car makes no guarantees, warranties, or representations as to the actions or conduct of any Users who may request transportation service from Transportation Company or the Driver. Responsibility for the decisions Transportation Company makes regarding transportation services offered via the Software or Kid Car Service (with all its implications) rests solely with Transportation Company. Transportation Company agrees that it is Your responsibility to take reasonable precautions in all actions and interactions with any third party You interact with through the Kid Car Service.

9.5 The transportation services that You provide pursuant this Agreement are fully and entirely Your responsibility. Kid Car does not screen or otherwise evaluate potential riders/Users of Your transportation services. You understand, therefore, that by using the Software and the Kid Car Service, You may be introduced to third parties that may be potentially dangerous, and that You use the Software and the Kid Car Service at Your own risk.

9.6 Notwithstanding the Transportation Company’s right, if applicable, to take recourse against the Driver, the Transportation Company acknowledges and agrees that it is at all times responsible and liable for the acts and omissions of the Driver(s) vis-à-vis the User and Kid Car, even where such vicarious liability may not be mandated under applicable law.

9.7 KID CAR WILL NOT ASSESS THE SUITABILITY, LEGALITY OR ABILITY OF ANY SUCH THIRD PARTIES AND YOU EXPRESSLY WAIVE AND RELEASE KID CAR FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM YOUR USE OF THE SOFTWARE OR KID CAR SERVICE, OR IN ANY WAY RELATED TO THE THIRD PARTIES INTRODUCED TO YOU BY THE SOFTWARE OR SERVICE. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

10. TERM, TERMINATION AND SUSPENSION

10.1 This Transportation Company Agreement shall commence on the date this Agreement is accepted, for an indefinite period of time, unless terminated by either party by written notice with due observance of a notice period of seven (7) calendar days. Kid Car may terminate this Agreement automatically, without any notice requirement, at such moment when the Transportation Company and/or its Drivers no longer qualifies, under the applicable law or the quality standards of Kid Car, to provide the Driving Service or to operate the Vehicle.

10.2. Each party may terminate this Agreement or suspend the Agreement in respect of the other party, with immediate effect and without a notice of default being required in case of:
(a) a material breach by the other party of any term of the Agreement (including but not limited to breach of representations or receipt of a significant number of User complaints); or
(b) insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party.

10.3 Upon termination of the Agreement, the Transportation Company and/ or the Driver shall promptly return all Devices, Car Seats and Data provided to either of them by Kid Car without withholding a copy thereof.

11. CONFIDENTIALITY

11.1 Parties understand and agree that in the performance of this Agreement, each party may have access to or may be exposed to, directly or indirectly, confidential information of the other party (the “Confidential Information”). Confidential Information includes Data, transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information that either a disclosing party designates as being private or confidential or of which a receiving party should reasonably know that it should be treated as private and confidential.

11.2 Each party agrees that:
(a) all Confidential Information shall remain the exclusive property of the disclosing party and receiving party shall not use any Confidential Information for any purpose except in furtherance of this Agreement;
(b) it shall maintain, and shall use prudent methods to cause its employees, officers, representatives, contracting parties and agents (the “Permitted Persons”) to maintain, the confidentiality and secrecy of the Confidential Information;
(c) it shall disclose Confidential Information only to those Permitted Persons who need to know such information in furtherance of this Agreement;
(d) it shall not, and shall use prudent methods to ensure that the Permitted Persons do not, copy, publish, disclose to others or use (other than pursuant to the terms hereof) the Confidential Information; and
(e) it shall return or destroy all ((hard and soft) copies of) Confidential Information upon written request of the other party. 10.3 Notwithstanding the foregoing, (a) Confidential Information shall not include any information to the extent it
(i) is or becomes part of the public domain through no act or omission on the part of the receiving Party,
(ii) was possessed by the receiving Party prior to the date of this Agreement,
(iii) is disclosed to the receiving Party by a third party having no obligation of confidentiality with respect thereto, or (iv) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, and (b) nothing in this Agreement shall prevent, limit or restrict a Party from disclosing this Agreement (including any technical, operational, performance and financial data (but excluding any User Data)) in confidence to an Affiliated Company.

12. LOCATION-BASED SERVICES

12.1. For the purpose of rendering the Service, the Transportation Company explicitly agrees and acknowledges, and procures that the Driver agrees and acknowledges, that geolocation information regarding the Driver who is available for the Driving Service or performing the Driving Service shall be monitored and traced through the Driver App via GPS tracking. The Device and the relevant details of the Driver and the Ride and the position of the Driver shall also be disclosed to the User on the App.

12.2 To provide location-based services on the Kid Car App and for analytical, marketing and commercial purposes of Kid Car, Kid Car may collect, use, and share precise geo-location data, including the real-time geographic location of You and the Drivers. This location data is used by Kid Car to provide and improve location-based products and services. Information You provide may be transferred or accessed by entities around the world. You expressly consent to Kid Car’s use of locations-based services and You expressly waive and release Kid Car from any and all liability, claims, causes of action or damages arising from Your use of the software or Kid Car service, or in any way relating to the use of the geo-location and other location-based services.

13 MODIFICATIONS

13.1 Kid Car reserves the right to modify the terms and conditions of this Agreement or at any time, effective upon publishing an updated version of this Agreement at http://www.Kid Car.com or on the Software.

13.2 Transportation Company hereby expressly acknowledges and agrees that, by using or receiving the Kid Car Service, and downloading, installing or using the Software, Transportation Company and Kid Car are bound by any future amendments and additions to this Agreement or documents incorporated herein, including the Fee schedule. Continued use of the Kid Car Service or Software after any such changes shall constitute your consent to such changes. Transportation Company is responsible for regularly reviewing this Agreement.

14. MISCELLANEOUS

14.1 If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision by provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

14.2 Neither party shall be entitled to assign, transfer, encumber any of its rights and/or the obligations under this Agreement without the prior written consent of the other party, provided that Kid Car may assign, transfer, encumber any of its rights and/or the obligations under this Agreement (in whole or in part or from time to time) to
(a) an Affiliated Company or
(b) in the event of a merger or sale of assets without the prior written consent of the Transportation Company.

14.3 This Agreement (including the schedules, annexes and appendixes, which form an integral part of this Agreement) and the Driver Addendum constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior agreements, arrangements, offers, undertakings or statements regarding such subject matter.

14.4 If any provision of the Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law.

14.5 The failure of Kid Car to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Kid Car in writing.

15. GOVERNING LAW AND ARBITRATION.

15.1 This Agreement shall be governed by New York law, without regard to the choice or conflicts of law provisions of any jurisdiction.

15.2 Any and all disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Driver Addendum or the breach, termination, enforcement, interpretation or validity of this Agreement or such Addendum or the Kid Car Service or Software shall be settled by binding arbitration between the parties, except that each party retains the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. THE PARTIES ACKNOWLEDGE AND AGREE THAT, BY AGREEING TO ARBITRATION, THEY ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Unless both Member and Kid Car otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of any class or representative proceeding; provided, however, that if the prohibition contained in this section is for any reason held unenforceable, then any such representative or class proceeding shall be resolved not through arbitration but rather in a court of law having subject matter jurisdiction thereover.

15.3 Any arbitration hereunder shall be conducted before a single arbitrator within the City of New York, shall be administered by the American Arbitration Association (“AAA”), and shall be conducted in accordance with the AAA’s Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified herein.

15.4 If these arbitration provisions are held unenforceable for any reason, then any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Kid Car Service or Software shall be subject to the exclusive jurisdiction of the state and federal courts located in the City and County of New York, New York.

Driver Addendum Related To Kid Car Services

This Addendum Related to Kid Car Services (hereafter “Addendum”) is hereby entered into by a Driver using (“Subcontractor”) and a Transportation Company with which Kid Car NY, LLC. has executed a Software License and Online Services Agreement (“Transportation Company”).

Subcontractor is an independent, for-hire transportation provider and currently maintains a contractual arrangement with Transportation Company to perform passenger carriage services for Transportation Company’s customers.

Transportation Company has a separate contractual relationship with Kid Car NY, LLC. (“Kid Car”) to access Kid Car’s Software, through which customers in need of on-demand transportation services (“Users”) may connect with Transportation Companies in the business of providing on-demand, professional passenger carriage services (the “Service”).

In addition to the transportation services it regularly performs pursuant to its contractual arrangement with Transportation Company, Subcontractor is interested in receiving trip requests through the Service.

Transportation Company and Subcontractor desire to enter into this Addendum to define the terms and conditions under which Subcontractor may receive trip requests through the Service.

Therefore, in consideration of the foregoing, and for other good and valuable consideration, Subcontractor and Transportation Company agree as follows:

1. AGREEMENT TO SOFTWARE LICENSE AND ONLINE SERVICES AGREEMENT BETWEEN TRANSPORTATION COMPANY AND KID CAR: As a condition of receiving trip requests through the Service, Subcontractor hereby acknowledges and agrees to be bound by the Software License and Online Services Agreement between Transportation Company and Kid Car, a copy of which has been provided in connection herewith and can be found at www.KidCar.net and is incorporated by reference as though set forth fully herein.

1.1 Subcontractor understands that the terms “you” and “Transportation Company” as used in the Software License and Online Services Agreement are defined to include Subcontractor, and that the Software License and Online Services Agreement was intended by the parties to bind Subcontractor to the fullest extent permitted by law.

1.2 Subcontractor expressly acknowledges and agrees that, by using or receiving the Service and/or Software, Subcontractor is bound by any future amendments and additions to the Software License and Online Services Agreement or documents incorporated therein.

1.3 Subcontractor acknowledges that he/she currently possesses a valid driver’s license and all licenses, permits, and other legal prerequisites necessary to perform the transportation for hire services contemplated by this Addendum, as required by states and/or localities in which he/she operates.

1.4 Subcontractor further agrees that, in order to obtain access. to the Service and Software, Subcontractor may be required to submit to a criminal background check, drug test and/or motor vehicle report background search, the result(s) of which must be provided to Kid Car prior to Subcontractor’s access to the Service pursuant to this Addendum, and/or provide proof of authority to operate a motor vehicle to provide commercial transportation services under this Addendum.

2. KID CAR’S STAR-RATING FRAMEWORK: As set forth in the Software License and Online Services Agreement, Kid Car only contracts with Transportation Companies whose personnel offer high quality service and professionalism. Therefore, Kid Car utilizes a five-star rating system designed to allow the Users of its Software to provide feedback on the level of service provided by those transportation providers who accept requests for transportation received via the Service. Subcontractor understands that there is a minimum star-rating Subcontractor must maintain to continue receiving access to the Service and Software.

2.1 Kid Car reserves the right, at all times and at Kid Car’s sole discretion, to reclaim, prohibit, suspend, limit or otherwise restrict the Subcontractor from accessing or using the Driver App or the Device if the Transportation Company or its Drivers fail to maintain the standards of appearance and service required by the users of the Kid Car Software. In the event Subcontractor’s star-rating falls below the applicable minimum star-rating, Kid Car will notify Transportation Company by email or other written means and, in turn, Transportation Company will notify Subcontractor. In the event his/her star-rating (based on User feedback) has not increased above the minimum, Kid Car may deactivate Subcontractor’s access to the Software and Service.

3. INDEMNITY: Except as otherwise required by law, Subcontractor agrees to indemnify and hold harmless Kid Car and its Users against any and all liability, including attorneys’ fees and other legal expenses, asserted against Kid Car or its Users arising directly or indirectly from Subcontractor’s failure to comply with the provisions of the Software License and Online Services Agreement and this Addendum, exercise legally required due care in the performance of the services contemplated by this Addendum, or comply with all applicable laws, rules, ordinances and other legal requirements (including those relating to the Subcontractor’s ownership, maintenance, operation and/or preparation of the equipment used to perform services under this Addendum).

4. INSURANCE: Subcontractor represents and agrees that he/she has or is otherwise covered by a valid policy of liability insurance (in industry-standard coverage amounts) with respect to Subcontractor’s operation of a motor vehicle related to the performance of services contemplated by the Software License and Online Services Agreement and this Addendum.

5. DEACTIVATION FROM ACCESS TO THE SOFTWARE AND SERVICE:Subcontractor understands and agrees that Kid Car reserves the right to immediately deactivate Subcontractor’s access to the Software and Service in the event of any act or omission by Subcontractor which constitutes a material breach of the Software License and Online Services Agreement between Transportation Company and Kid Car, including but not limited to, the following:

5.1 Subcontractor’s refusal to fully complete a trip after acceptance of a trip request, as described in the Software License and Online Services Agreement, without waiver by the User or Kid Car.

5.2 Subcontractor’s failure to maintain all license, permits, and insurance coverage required by law and/or this Addendum and/or the Software License and Online Services Agreement.

5.3 Subcontractor’s refusal to reimburse a User or Kid Car for any damage or injury caused by Subcontractor.

5.4 A major driving violation, such as a citation for reckless driving, while transporting a User.

5.5 Intentional misrepresentations by You to a User or Kid Car, including intentionally taking an indirect route to the User’s specified destination.

5.6 Violation of the Intellectual Property Ownership provision of the Software License and Online Services Agreement.

5. 7 Documented complaint by a User that Subcontractor engaged in conduct that a reasonable person would find physically threatening, highly offensive or harassing. Subcontractor’s deactivation from access to the Software and Service shall not be deemed to alter, modify or waive any separate contractual provision between Transportation Company and Subcontractor, including with respect to termination of their separate contractual arrangement.

6. RELATIONSHIP BETWEEN KID CAR AND SUBCONTRACTOR: Subcontractor understands that his/her access to the Software and Service are in no way intended to create an employer-employee relationship between Kid Car and Subcontractor for any purpose. Subcontractor represents that he/she specifically desires to operate as an independent contractor with respect to the transportation services performed under this Addendum.

7. DISPUTE RESOLUTION: Subcontractor agrees that any dispute, claim or controversy and arising out of relating to this Addendum, or the breach, termination, enforcement, interpretation or validity thereof, or performance of transportation services pursuant to the Software License and Online Services Agreement, including, but not limited to the use of the Service or Software, will be settled by binding arbitration in accordance with the terms set forth in the Software License and Online Services Agreement. Upon any change to the Software License and Online Services Agreement, Kid Car shall provide written notice of such change(s) to Transportation Company, whose obligation it will be to inform Subcontractor.

8. THIRD PARTY BENEFICIARY. The parties acknowledge and agree that Kid Car is an intended third party beneficiary with respect to Transportation Company’s rights and Subcontractor’s obligations under this Addendum and that Kid Car shall have the right in its discretion to enforce this Addendum directly against Subcontractor. Any such action will be brought in arbitration pursuant to the arbitration provisions herein, and Transportation Company may be joined as a defendant in such action. This provision shall in no way detract from Transportation Company’s obligations to Kid Car under the Software License and Online Services Agreement between Kid Car and Transportation Company, including Transportation Company’s obligation to secure compliance from Subcontractor and other Drivers. Except as provided above, there are no other third party beneficiaries to this Addendum.

IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS ADDENDUM BY REPRESENTATIVES LAWFULLY AUTHORIZED TO DO SO.