Provider Membership Agreement

This Agreement is between Limo All Over Ltd, a New Jersey company (“Limo All Over”), and the limousine company identified in the Commercial Schedule (“Provider”).

Limo All Over operates a technology platform through which customers may request prearranged chauffeured transportation and participating providers may receive, manage and fulfill reservations. Provider desires month-to-month access to the Platform and agrees to fulfill accepted reservations under its own legal name, licenses, authority, vehicles, drivers and insurance.

“Platform” means Limo All Over’s website, dashboards, applications and related booking and payment tools. “Customer” means the person or organization requesting transportation. “Platform-Generated Booking” means a booking attributed by the Platform to Limo All Over’s public website, marketing, referral channel or customer relationship. “Provider-Originated Booking” means a booking created by Provider for a customer independently sourced by Provider. “Transportation Charges” means the fare and provider-approved charges for transportation, excluding Limo All Over’s separate booking fee.

Provider receives a limited, non-exclusive, non-transferable right to access the Platform during each paid monthly membership period. The membership automatically renews for successive one-month periods until canceled or terminated under this Agreement.

Provider may cancel at any time. Cancellation becomes effective at the end of the then-current paid membership period, and Provider will not be charged for a later month after timely cancellation. Fees already paid are non-refundable except where required by law or expressly approved by Limo All Over.

Limo All Over may update the Platform, features, workflows, security requirements and reasonable operating rules. Limo All Over will provide notice of a material change that substantially reduces a paid core feature when reasonably practicable.

Membership does not guarantee any minimum number, value, location or frequency of bookings, customer leads or revenue.

The current membership fee and Provider’s pricing status are stated in the Commercial Schedule. Membership fees are separate from Transportation Charges, payment-processing costs and any customer-facing booking fee.

The first twenty-five (25) activated providers accepted by Limo All Over may receive a founding-member rate of $60 per month. That rate remains fixed only while the membership remains continuously active and the account remains in good standing. Cancellation, lapse, termination for cause or reactivation ends the protected rate unless Limo All Over agrees otherwise in writing.

Providers numbered twenty-six (26) through one hundred (100) may initially receive a $60 monthly rate. Limo All Over may change that rate on at least thirty (30) days’ written notice, effective no earlier than the next renewal after the notice period. Pricing for later providers will be the price offered at enrollment.

Provider authorizes recurring monthly charges to its payment method on file. Limo All Over may approve ACH, bank transfer, Wise or another electronic method. Provider must maintain accurate billing information and is responsible for transfer fees so that Limo All Over receives the full membership amount.

If payment fails, Limo All Over may retry the charge and notify Provider. Provider has five (5) days to cure. Limo All Over may then suspend dashboard access and new bookings until all due amounts are paid. No late interest is charged unless later stated in a signed Commercial Schedule.

Provider may not receive or fulfill bookings until Limo All Over has accepted the onboarding documents listed in Schedule B. Acceptance of documents is an administrative review and is not a warranty by Limo All Over that Provider is legally compliant.

Provider represents that all submitted information is complete, current and accurate. Provider must promptly update expiring or changed documents and notify Limo All Over immediately of any suspension, cancellation, restriction, investigation or material adverse change affecting its authority, insurance, vehicles or drivers.

Limo All Over may verify documents, request updated records, conduct periodic reviews, and suspend any company, driver, vehicle or service area while verification is pending. Provider will reasonably cooperate.

Provider is solely responsible for legally operating the transportation service and for the acts and omissions of its owners, employees, drivers, contractors and agents. Provider will comply with all applicable federal, state and local laws, rules, licenses, permits and orders in every jurisdiction where a trip is accepted or performed, including all applicable New Jersey requirements.

Provider will not accept or perform a reservation while any required company license, operating authority, driver qualification, background check, vehicle registration, inspection, airport or municipal permit, or insurance coverage is expired, suspended, canceled, restricted or otherwise invalid.

Provider will use only properly licensed, qualified and screened drivers and properly registered, inspected, maintained and insured vehicles. Provider is responsible for wages, taxes, scheduling, supervision, discipline, safety and all employment or contractor obligations relating to its personnel.

Nothing in this Agreement relieves either party of a duty imposed directly on it by applicable law, and no allocation of responsibility is intended to waive a non-waivable consumer, safety or regulatory requirement.

Provider may accept or reject a reservation through the Platform within the response period displayed by the Platform. An accepted reservation is a binding commitment by Provider to perform the transportation service as presented, subject to a lawful cancellation policy disclosed to the Customer.

Provider will arrive on time, communicate professionally, maintain an emergency contact during active trips, and promptly report delay, accident, safety concern, service failure or inability to perform. Provider will supply driver and vehicle details within the time requested by the Platform.

Provider may not substitute a lower vehicle class without the Customer’s informed consent. A vehicle of equal or higher class may be substituted without additional Customer cost. Provider may not re-broker or subcontract a trip to an unapproved company, vehicle or driver without Limo All Over’s prior approval.

Provider and its personnel will provide lawful, safe, courteous and non-discriminatory service; prohibit harassment and smoking during service; protect Customer property; and accommodate disability-related requirements to the extent required by law.

If Provider does not timely confirm, cannot perform, or presents a legal, safety or service risk, Limo All Over may reassign the booking to another provider without liability to Provider.

Provider is responsible for the accuracy and legality of its Transportation Charges, surcharges, waiting-time rules, cancellation terms, taxes and other provider charges displayed or supplied through the Platform. No undisclosed charge may be collected from a Customer.

Provider appoints Limo All Over as Provider’s limited payment-collection agent solely to collect amounts paid through the Platform for Provider’s services. Customer payment to Limo All Over for Transportation Charges satisfies the Customer’s payment obligation to Provider to the extent received, subject to refunds, reversals and chargebacks. This appointment does not make Limo All Over the transportation provider, employer, carrier or owner/operator of any vehicle.

For each Platform-Generated Booking, Limo All Over may add a separate $3 platform booking fee to the Customer’s checkout total. The booking fee is paid by the Customer and is not deducted from Provider’s stated Transportation Charges, except that Provider remains responsible for applicable payment-processing costs as provided below.

No $3 booking fee applies when the Platform accurately classifies a booking as Provider-Originated. Provider may use the dashboard for its independently sourced customers as part of its active membership.

The Platform’s source records determine booking attribution absent clear evidence of error. Provider must not misclassify, redirect or recreate a Platform-Generated Booking as Provider-Originated to avoid a fee or other Platform rule.

Any custom payment integration, programming or configuration requested uniquely by Provider will be Provider’s responsibility and cost if approved in writing before work begins.

Provider bears payment-gateway, card-network, ACH, foreign-exchange, transfer and other transaction-processing costs associated with amounts collected for its bookings, including processing costs calculated on the full customer transaction. Limo All Over may deduct those costs from Provider’s payout.

Subject to settlement, fraud review and the rights below, Limo All Over will calculate the net amount for completed trips from Monday through Sunday and initiate payout to Provider on the following Monday. Bank holidays, processor delays, compliance reviews or events outside Limo All Over’s reasonable control may delay receipt.

Net Payout generally equals collected Transportation Charges, less processing costs, refunds, chargebacks, reversals, taxes or withholding required by law, reserve adjustments and other amounts expressly authorized by this Agreement or the Commercial Schedule. The $3 customer booking fee belongs to Limo All Over and is not part of Provider’s payout.

Limo All Over may hold a reasonable rolling reserve or delay payout when supported by unusual cancellation, fraud, chargeback, complaint, safety, insolvency or legal risk. Limo All Over may offset amounts Provider owes against amounts otherwise payable and will provide a statement of material adjustments.

The $3 booking fee is non-refundable when a Customer cancels under the disclosed cancellation policy, but it will be refunded when the booking fails because of a confirmed Platform error or Provider’s cancellation, no-show or failure to perform. Provider is responsible for refunds and reasonable replacement costs caused by Provider’s conduct. A full refund attributable solely to a confirmed Platform error will not be charged to Provider except for amounts Provider already received and must return.

Provider will reasonably assist with documentation for a chargeback. Provider bears chargebacks, dispute fees and related costs arising from the transportation service, Provider’s pricing, Provider’s cancellation terms, fraud attributable to Provider, or Provider’s failure to perform. Limo All Over bears a chargeback caused solely by its unauthorized charge or confirmed Platform billing error.

Provider must submit a specific written dispute within five (5) business days after the relevant statement. Failure to do so waives the statement dispute except for manifest error or a right that cannot legally be waived. The parties will cooperate in good faith to reconcile supported discrepancies.

Provider’s approved cancellation and no-show policy must be stated in the Commercial Schedule or displayed to the Customer before purchase. Provider may not apply a less favorable policy after booking.

If Provider cancels, fails to appear, sends an unauthorized driver or vehicle, or materially fails to perform, Limo All Over may refund the Customer, source a backup provider, charge Provider for reasonable incremental replacement costs, and record the service failure.

Provider will acknowledge a complaint promptly, preserve trip and communication records, cooperate with investigation, and provide a substantive response within the time reasonably requested. Limo All Over may make a reasonable customer-service adjustment and charge Provider where the adjustment results from Provider’s conduct and supporting information was offered to Provider.

Provider will maintain booking, driver, vehicle, license, insurance, payment and complaint records for at least the period required by law and, in any event, for not less than three (3) years after the related trip unless a longer period is required.

Provider is responsible for identifying, collecting, reporting and remitting taxes, fees and assessments imposed on Provider or its transportation service, except taxes imposed on Limo All Over’s net income or fees that the law expressly requires Limo All Over to collect and remit.

On reasonable notice, Limo All Over may review records reasonably necessary to verify booking attribution, payout calculations, insurance and compliance. An audit will be limited in scope and conducted to reduce unnecessary disclosure of unrelated confidential information.

Each party may use personal information only to provide, support, secure and document the booking and as otherwise permitted by applicable law and disclosed privacy terms. Provider may not sell Customer data or use Platform-sourced Customer data for unrelated marketing without lawful consent.

Provider will maintain reasonable administrative, technical and physical safeguards, including access controls, secure credentials, device protection, timely updates and secure disposal. Provider will limit access to personnel who need the information to perform the trip.

Provider must notify Limo All Over without undue delay, and no later than twenty-four (24) hours after discovery, of suspected unauthorized access, disclosure, loss or misuse involving Platform or Customer data. Provider will preserve evidence, mitigate harm and cooperate with legally required notices.

Provider is responsible for all activity under its dashboard accounts, must use unique credentials and multi-factor authentication when offered, and must immediately report suspected account compromise.

Limo All Over and its licensors retain all rights in the Platform, software, dashboards, designs, databases, trademarks, documentation, workflows and aggregated or de-identified analytics. No ownership is transferred to Provider.

During an active membership, Limo All Over grants Provider a limited, revocable, non-exclusive and non-transferable license to use the Platform solely for Provider’s authorized business operations under this Agreement.

Provider will not copy, scrape, reverse engineer, interfere with, bypass security for, resell access to, or use the Platform to build or assist a competing service, except to the extent a restriction is prohibited by law.

Provider retains ownership of its names, logos, rates and materials. Provider grants Limo All Over a non-exclusive license during the Agreement to display and use them to list Provider, process bookings and market Platform availability. Provider warrants that it has the necessary rights.

Each party will protect the other’s non-public business, technical, pricing, security and customer information using at least reasonable care and will use it only for this Agreement. These duties do not cover information lawfully public, already known without restriction, independently developed or lawfully received from another source.

A party may disclose confidential information when legally required after providing notice when permitted and taking reasonable steps to limit the disclosure.

Provider is an independent business and not Limo All Over’s employee, joint venturer, franchisee, partner or general agent. Provider has no authority to bind Limo All Over.

Provider alone selects, employs or contracts with, pays, directs and supervises its drivers; owns, leases or controls its vehicles; and determines how to perform transportation, subject to the reservation specifications, Platform service standards and applicable law.

Limo All Over provides technology, booking administration, customer support and limited payment collection. Limo All Over does not own, lease, operate, inspect, maintain or control Provider’s vehicles and does not employ or dispatch Provider’s drivers.

Provider will maintain, at its own expense, insurance required by law in each service jurisdiction and no less than: (a) commercial automobile liability with a $1,500,000 combined single limit for New Jersey limousine operations, or a higher applicable legal limit; (b) commercial general liability of $1,000,000 per occurrence and $2,000,000 aggregate; and (c) workers’ compensation and employer’s liability as required by law.

Where commercially available and legally permitted, Provider will name Limo All Over Ltd and its officers and employees as additional insureds on Provider’s commercial general liability and automobile liability coverage for claims arising from Provider’s operations. Provider will provide certificates and requested endorsements before activation and at each renewal.

Provider will request advance notice to Limo All Over of cancellation or material reduction where the policy permits. Provider must independently notify Limo All Over immediately of any cancellation, non-renewal, lapse or reduction and cease accepting or performing bookings until compliant coverage is restored.

Each party represents that it is duly organized, has authority to enter this Agreement, and the signer is authorized to bind it.

Provider represents and warrants that it will perform safely, professionally and lawfully; maintain all authority and insurance; submit accurate information; honor disclosed prices and terms; and use only approved drivers and vehicles.

Except for express commitments in this Agreement and to the maximum extent permitted by law, the Platform is provided on an “as available” basis. Limo All Over does not warrant uninterrupted operation, error-free data transmission, any booking volume or any particular business result.

Provider will defend, indemnify and hold harmless Limo All Over, its affiliates, officers, employees and agents from third-party claims, losses, penalties, damages, judgments, settlements and reasonable legal fees arising from: Provider’s transportation service; any vehicle, driver, accident, injury, death or property damage; Provider’s violation of law; employment or contractor claims involving Provider’s personnel; Provider’s breach of this Agreement; Provider content; taxes owed by Provider; or Provider’s misuse of data or the Platform.

Limo All Over will defend and indemnify Provider from a third-party claim that Provider’s authorized use of the unmodified Platform directly infringes a United States intellectual-property right, excluding claims caused by Provider content, combinations not supplied by Limo All Over, unauthorized use or continued use after notice and a reasonable replacement is offered.

The indemnified party will promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party’s expense, and permit control of the defense, provided no settlement admits fault by or imposes non-monetary obligations on the indemnified party without consent.

To the maximum extent permitted by law, neither party is liable to the other for indirect, incidental, special, exemplary or consequential damages, or lost profits, revenues, goodwill or data, arising from this Agreement, even if advised of the possibility.

To the maximum extent permitted by law, Limo All Over’s aggregate liability to Provider will not exceed the membership and booking fees retained by Limo All Over from Provider-related activity during the twelve (12) months before the event giving rise to the claim. Customer funds collected for Provider are not fees retained by Limo All Over.

The exclusions and cap do not apply to fraud, willful misconduct, obligations to remit undisputed collected funds, indemnification obligations, confidentiality or data-security breaches, infringement or misappropriation, or liability that law does not permit to be limited.

Provider will not ask or encourage a Platform-Generated Customer to cancel, rebook outside the Platform, pay off-platform, or misstate booking source for the purpose of avoiding a Platform fee, payment rule or service record.

During the Agreement and for twelve (12) months after it ends, Provider will not knowingly circumvent Limo All Over regarding a Customer first introduced to Provider through the Platform. This restriction does not apply to a Customer whom Provider can document was its bona fide customer before the Platform introduction and does not prohibit lawful general advertising not targeted using Platform data.

The parties intend this section to protect legitimate Platform relationships without preventing lawful competition. A court may modify an overbroad restriction to the minimum extent necessary to make it enforceable.

Provider may cancel its month-to-month membership under Section 2.2.

Limo All Over may immediately suspend access, payouts or bookings when reasonably necessary to address failed payment, expired documents, legal or insurance noncompliance, fraud, chargeback risk, data-security risk, customer safety, repeated service failures, investigation, or material breach.

Either party may terminate for material breach if the breach is not cured within ten (10) days after written notice, unless immediate termination is reasonably necessary for safety, illegality, fraud, insurance lapse, insolvency, data compromise or a breach not capable of cure.

Provider will perform previously accepted bookings unless Limo All Over reassigns or cancels them for legal, safety or service reasons. Accrued payment duties survive. Sections concerning records, fees, refunds, chargebacks, data, intellectual property, confidentiality, independent status, indemnification, liability, non-circumvention, disputes and general terms survive as applicable.

Before filing suit, an authorized representative of each party will attempt in good faith for at least ten (10) business days to resolve the dispute, except for urgent injunctive relief, safety, fraud, data security, collection of undisputed amounts or an expiring legal deadline.

New Jersey law governs without regard to conflict-of-law principles. The state and federal courts located in New Jersey will have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES TRIAL BY JURY FOR A DISPUTE ARISING FROM THIS AGREEMENT. EACH PARTY SHOULD CONSULT COUNSEL BEFORE SIGNING.

Legal notices must be sent to the email and physical address in the Commercial Schedule, with a copy to any updated address designated in writing. Notice is effective on confirmed delivery, or one business day after recognized overnight delivery.

The parties consent to electronic records, notices and signatures. Provider may accept this Agreement in its secure dashboard by completing Schedule A, identifying an authorized signer, affirmatively checking the agreement checkbox and selecting the acceptance button. The Platform may retain the accepted agreement version, signer identity, account, timestamp, IP address and related audit information. Electronic acceptance has the same effect as an original signature to the extent permitted by law.

Before the first membership charge, Provider must separately authorize recurring monthly billing, including the amount, billing frequency, cancellation method and payment method. Limo All Over will provide an electronic confirmation that Provider may retain.

Provider may not assign this Agreement, transfer its account or undergo a change of control without Limo All Over’s prior written consent. Limo All Over may assign the Agreement in connection with a merger, financing, reorganization or sale of substantially all relevant assets.

Neither party is liable for delay caused by events beyond reasonable control, except payment obligations for completed services and duties to protect data. The affected party will mitigate and resume performance promptly.

If documents conflict, a signed amendment controls, followed by the Commercial Schedule, this Agreement, and then Platform operating guidance, unless a higher-ranked document expressly states otherwise.

This Agreement and its schedules are the entire agreement on their subject and supersede prior discussions. A negotiated amendment must be in writing and signed. Limo All Over may update generally applicable Platform terms on advance notice, but a material pricing change remains subject to the notice period in Section 3.

An unenforceable term will be modified or severed to the minimum extent necessary, and the remainder continues. Failure to enforce a term is not a waiver.

This Agreement may be signed in counterparts and electronically, each of which is treated as an original and together form one instrument.