TERMS OF SERVICE AND END USER LICENSE AGREEMENT

Please read this Agreement carefully. These Terms of Service and End User License Agreement (“Agreement”) are a binding legal contract between you (either an individual or a legal entity) and Infinite Peripherals, Inc., an Illinois corporation (“IPC”). By clicking “Accept” or installing, accessing or using the software, online services, and any associated documentation provided with this Agreement (collectively, the “Service”) you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, you may not access or use the Service. By downloading, installing, accessing, or using any portion of the Service, you represent and warrant that you have the authority to bind yourself and your organization to the terms of this Agreement.

Unless you are a consumer located in a jurisdiction that prohibits the exclusive use of arbitration for dispute resolution, this Agreement provides that ALL DISPUTES BETWEEN YOU AND IPC WILL BE RESOLVED BY BINDING ARBITRATION. YOU AND WE AGREE TO GIVE UP THE RIGHT TO GO TO COURT TO ASSERT OR DEFEND RIGHTS UNDER THIS CONTRACT, EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT. YOUR AND OUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY, AND YOUR AND OUR CLAIMS CANNOT BE BROUGHT AS A CLASS ACTION. Please review Section 11 (“Binding Individual Arbitration”) for the details regarding arbitration of any disputes.

  1. SERVICE DESCRIPTION. The Service is designed to be a modern, digital meter app for traditional taxi fares, dispatch, payments, and the backend processes used to support taxi dispatching and fare reporting. The Service includes one or more software applications that are designed to run on mobile phones or tablet computers, such as an application for drivers to capture and manage trips and fares, and an application for passengers to hail rides (together, the “Apps”). IPC also provides dashboards and other online services which are necessary to operate the Apps and which are an integral part of the Service (the “Online Services”).

  2. USE OF SERVICE. This Agreement grants you the following rights, as applicable:

    1. Online Services. Subject to the terms of this Agreement, IPC authorizes you to access and use the Online Services, solely (1) for internal use within your organization, if you are a fleet manager; (2) to provide services to passengers and to obtain reports like driver statements and online manifests, if you are a driver and you have either purchased a subscription to the Services or are part of a fleet that has purchased a subscription to the Services; and (3) for your own personal use, if you are a passenger.
    2. App License. Subject to the terms and conditions of this Agreement, IPC grants you a revocable, nontransferable, nonexclusive license to install and use, solely with the Online Services, the object code version of (1) the driver Apps, if you are a driver or fleet manager; and (2) the passenger Apps, if you are a passenger; on mobile devices you own or control, or that are provided to you by IPC as part of your subscription to use the Service, solely (i) for internal use within your organization, if you are a fleet manager; (ii) to provide services as part of a fleet that has purchased a subscription to the Services, if you are a driver; and (iii) for your own personal use, if you are a passenger. In the event that IPC or your fleet manager provides the Apps to you preinstalled or preconfigured on a tablet computer or other mobile device, you may use the Apps only on that preconfigured device, and you may not copy the Apps from that preconfigured device to another device or use them with any other device.
    3. Enhancements. IPC reserves the right to issue upgrades, enhancements, changes or modifications to the Service at any time in its sole discretion (“Enhancements”). Enhancements made available to you by IPC, if any, will be subject to the terms of this Agreement, except to the extent that conflicting or more restrictive provisions are agreed upon in future agreements relating to such Enhancements. Enhancements to the Service may be applied automatically via the Internet; however, it is your responsibility to ensure that the devices running the Apps are periodically connected to the Internet in order to receive such updates, and to otherwise ensure that the Apps are updated in a timely fashion when updates are available.
    4. Third-Party Components. The Service and future Enhancements may contain certain third-party components, including open source software (“Third-Party Components”) which are provided to you under terms and conditions that are different from this Agreement, or which require IPC to provide you with certain notices and/or information. Your use of each Third-Party Component which contains or is accompanied by its own license agreement file(s) will be subject to the terms and conditions of such other license agreement, and not this Agreement. Notwithstanding the foregoing, the following terms and conditions apply to all Third-Party Components: (i) all Third-Party Components are provided on an “AS IS” basis; (ii) IPC will not be liable to you or indemnify you for any claims related to the Third-Party Components; and (iii) IPC and its licensors will not be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages with respect to the Third-Party Components. Your sole and exclusive remedy with regard to any defect, claim, or other dispute relating to the Third-Party Components is to cease use of such Third-Party Components.
    5. Retained Rights. The Service is licensed, not sold. Except for the limited rights granted in this Agreement, IPC and its licensors reserve and retain all right, title and interest in and to the Service, all copies thereof, and all intellectual property rights in and to the Service, including all applicable copyrights, patents, trademarks, and trade secret rights.

  3. RESTRICTIONS. The License is restricted as follows:

    1. Limitations on Reverse Engineering and Modification. You may not reverse engineer, decompile, disassemble, modify, or create works derivative of the Service. You may not modify, create derivative works of, translate, adapt, or otherwise alter the Service.
    2. Sublicense, Rental, and Third Party Use. You may not assign, sublicense, rent, timeshare, loan, lease, grant a security interest in, or otherwise transfer the Service, or directly or indirectly permit any third party to use or copy the Service.
    3. Proprietary Notices. You may not remove any proprietary notices (e.g., copyright and trademark notices) from the Service. You must reproduce the copyright and all other proprietary notices displayed on the Service on each permitted back-up or archival copy.
    4. Use in Accordance with Documentation. All use of the Service shall be in accordance with its then-current documentation, including any documentation for any third-party services recommended or required for use of the Service.
    5. Compliance with Applicable Law. You shall be solely responsible for ensuring that your use of the Service is in compliance with all applicable foreign, federal, state and local laws, and rules and regulations.
    6. Unauthorized Access. You may not access or use, or attempt to access or use, the Service to engage in unauthorized spidering, scraping, harvesting, or similar process to access or distribute content or personal information or use any other unauthorized means to compile data, content, or personal information. You also may not access or use, or attempt to access or use, any device, software, or routine to interfere or attempt to interfere with the access to, proper operation of, or security of the Service or any activity conducted on the Service or attempt to probe, scan, test, the vulnerability of, or breach the security of any system or network.
    7. No Malicious Code. You may not upload or otherwise disseminate any virus, adware, spyware, worm, or other malicious code through the Service.

  4. PRIVACY
    By using the Services, you consent to our processing your information consistent with our Privacy Policy.

  5. ACCOUNTS AND DATA

    1. Account and Registration. To use the Service, you must register for an account. When you register for an account, you will be required to provide us with some information about yourself, such as your e-mail address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for all activities that occur under your account. If you have reason to believe that your account is no longer secure, then you must immediately notify us.
    2. Location-Based Services. The Service provides features that enable IPC to tailor your experience based on your location (“Location-based Services”). To use Location-based Services, you must allow IPC access to your position through your mobile device. You recognize that the geolocation data we collect from you is essential to the provision of the Service, and that if you choose to disable location-based services, you will not be able to utilize certain features of the Service. By authorizing IPC to access your location, you agree and acknowledge that the device data we collect from you is directly relevant to your use of the Service

  6. FEES. You are responsible for paying all fees associated with your use of the Service. Although the Service may integrate with third-party payment processors that can process such fees, IPC is not responsible for collecting any payments from passengers or distributing any payments to drivers in connection with their use of the Service. If you are a driver and IPC or your fleet manager provides you with equipment with which to use the Service, you are responsible for returning such equipment in good condition, and may be charged a fee for replacement or repair of the equipment if you do not return the equipment in good condition.

  7. TERM AND TERMINATION.

    1. Term. This Agreement will commence on the date you first use the Service or accept this Agreement, whichever is earlier, and continue in effect until it is terminated as provided in this Section 6 (Termination).
    2. Termination for Cause. Without prejudice to any other rights, IPC may terminate this Agreement at any time with or without written notice if you fail to comply with any of the terms and conditions of this Agreement.
    3. Termination for Infringement Claims. In the event of a claim of intellectual property infringement by any third party relating to the Service (“Infringement Claims”), IPC reserves the right to immediately terminate this Agreement and the rights granted hereunder. In such event, IPC shall refund a pro rata portion of any prepaid fees for use of the Service that would have extended after the effective termination date.
    4. Termination for Convenience. If you are a driver or passenger, you may terminate this Agreement at any time by discontinuing use of the Service, complying with your termination obligations set forth below, providing IPC written notice, and returning any leased equipment to IPC or your fleet manager, as applicable. IPC may require that you pay an early termination fee if you or your fleet manager has entered into a term-based commitment to pay for the Service.
    5. Termination Obligations. In the event of any expiration or termination of this Agreement for any reason, you must remove all copies of the Apps and all of their components from all of your devices and systems, and destroy all related media and documentation, if any. Your rights to use the Service will automatically terminate upon expiration or termination of this Agreement.
    6. Survival. The following provisions shall survive any termination or expiration of this Agreement: Sections 3 (Restrictions), 5 (Accounts and Data), 6 (Fees), 7 (Term and Termination), 8 (Warranty Disclaimer), 9 (Limitation of Liability), 10 (Indemnity), 11 (Governing Law), 12 (Binding Individual Arbitration), 13 (General), 14 (U.S. Government Rights), and 15 (Notice Regarding Apple).

  8. WARRANTY DISCLAIMER.

    1. THE SERVICE IS PROVIDED ON AN “AS AVAILABLE,” “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IPC AND ITS LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE. IPC DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SERVICE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY IPC SHALL CREATE ANY ADDITIONAL IPC WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF IPC’S OBLIGATIONS HEREUNDER.
    2. IPC MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED WITH REGARD TO ANY HARDWARE, PRODUCTS, SOFTWARE, OR PROGRAMMING OBTAINED FROM THIRD PARTIES, INCLUDING ANY THIRD-PARTY COMPONENTS OF THE SERVICE (COLLECTIVELY, THE “THIRD-PARTY ITEMS”). IPC EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE/NON-INFRINGEMENT, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE WITH REGARD TO THE THIRD PARTY ITEMS. YOU SHOULD CONSULT THE RESPECTIVE VENDORS/MANUFACTURERS OF THE THIRD-PARTY ITEMS FOR WARRANTY AND PERFORMANCE INFORMATION.
    3. THE SERVICE MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT IPC DOES NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED USERS (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEB‑SITES, COMPUTERS, OR NETWORKS. IPC SHALL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE SOLELY RESPONSIBLE FOR THE SECURITY AND INTEGRITY OF YOUR DATA AND SYSTEMS.

  9. LIMITATIONS OF LIABILITY.

    1. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL IPC OR ITS SUPPLIERS/LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT DAMAGES, OR ANY OTHER DAMAGES, WHICH SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOST DATA AND BUSINESS INTERRUPTION, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF IPC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. THE ENTIRE LIABILITY OF IPC AND ITS SUPPLIERS/LICENSORS UNDER THIS AGREEMENT FOR ALL DAMAGES OF EVERY KIND AND TYPE, REGARDLESS OF WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE FEES PAID BY YOU, IF ANY, FOR THE SERVICE DURING THE SIX (6) MONTHS PRECEDING THE DATE THE CLAIM AROSE.
    2. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.
    3. Unless otherwise required by law, any action or proceeding by you or us relating to any dispute related to this Agreement or the Service must be brought within one year after the cause of action accrues.
    4. Some states do not allow the exclusion of incidental or consequential damages, or the limitation on how long an implied warranty lasts, so portions of this Section 8 may not apply to you.

  10. INDEMNITY. You agree to indemnify, defend and hold harmless IPC and its affiliates and their respective officers, directors, shareholders, agents, and licensors from and against any and all third-party claims of any kind (along with attorney’s fees and litigation costs) arising out of, resulting from, or in connection with your breach of this Agreement or your use or misuse of the Service, including any combination of the Service with any hardware, software, or other intellectual property not provided by IPC.

  11. GOVERNING LAW. This Agreement is governed by and construed in accordance with the laws of the State of Illinois, as applied to agreements entered into and wholly performed within Illinois between Illinois residents. This Agreement shall not be governed by the 1980 U.N. Convention on Contracts for the International Sale of Goods. Subject to and without waiver of Section 12 below, you agree that any judicial proceedings arising under or in connection with this agreement or the Service (other than small claims actions in consumer cases) will be brought in, and you hereby consent to the exclusive jurisdiction and venue in, the state courts in Chicago, Illinois, or federal court for the Northern District of Illinois.

  12. BINDING INDIVIDUAL ARBITRATION. You and IPC agree to arbitrate all disputes arising under or in connection with this Agreement or the Service. Arbitration is more informal than a lawsuit in court and seeks to resolve disputes more quickly. Instead of a judge or a jury, the case will be decided by a neutral arbitrator who has the power to award the same damages and relief that a court can. ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ON AN INDIVIDUAL BASIS ONLY; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND YOU AND WE ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST IPC. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) according to this provision and the applicable arbitration rules. All issues of arbitrability (including scope, waiver, and unconscionability) shall be determined by the arbitrator and the arbitrator shall be empowered to make determinations concerning his or her own jurisdiction. Consumer claimants (individuals whose transaction is intended for personal, family, or household use) may elect to pursue their claims in their local small-claims court rather than through arbitration. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. If you are a consumer bringing a claim relating to personal, household, or family use, any arbitration hearing will occur within the county or parish where you reside. Otherwise, any arbitration hearing will occur in Chicago, Illinois, or another mutually agreeable location. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. IPC will pay all reasonable and ordinary arbitration fees, but each party shall be responsible for their own attorney’s fees; provided, however, that the prevailing party shall be entitled to an award of attorney’s fees should the non-prevailing party’s claim be determined, by the arbitrator, to be frivolous. For purposes of this arbitration provision, references to you and IPC also include respective affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of IPC. You may opt out of arbitration by sending written notice of such election to IPC within thirty (30) days of your initial registration to use the Service.

  13. GENERAL. This Agreement (together with your Customer Agreement, if you are a fleet manager) constitutes the entire understanding and agreement between IPC and you with respect to the transactions contemplated in this Agreement and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter of this Agreement, all of which are merged in this Agreement. In particular, if you are a current licensee of the Service, this Agreement shall supersede your existing license agreement and that agreement shall be of no further force or effect. IPC reserves the right to modify the terms of this Agreement in IPC’s discretion; provided that if the modifications are material, IPC will use commercially reasonable efforts to provide written notice of the modifications, such as by email or through a notice in the Apps or Online Services. You may not modify this Agreement except by written agreement signed by both you and IPC. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall remain valid and enforceable according to its terms. Any failure by IPC to strictly enforce any provision of this Agreement will not operate as a waiver of that provision or any subsequent breach of that provision. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by IPC without restriction.

  14. U.S. GOVERNMENT RIGHTS. The Service is comprised of commercial computer software as described in DFARS 252.227-7014(a)(1) and FAR 2.101. If acquired by or on behalf of any the Department of Defense (“DOD”) or any component thereof, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in DFARS 227.7202-3, Rights in Commercial Computer Software or Commercial Computer Software Documentation. If acquired by or on behalf of any civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in FAR 12.212, Computer Software.

  15. NOTICE REGARDING APPLE. You acknowledge that this Agreement is between you and IPC only, not with Apple, and Apple is not responsible for the Service and the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of a Service to conform to any applicable warranty, then you may notify Apple and Apple may refund the purchase price for the relevant Apps to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Service or your possession and use of the Service infringes that third-party’s intellectual property rights. You agree to comply with any applicable third-party terms, when using the Service. Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement, and upon your acceptance of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary of this Agreement. You hereby represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.