ARTICLE 1: PURPOSE

The Terms of Service is an integral part of, and incorporated in, the Software License Agreement between GRiDD Technologies CA, Inc. (“GRiDD”) and You (the “Agreement”). The Terms of Service describes the specific conditions for Your use of the GNet Platform, Subscription Services, and Support Services.

ARTICLE 2: DEFINITIONS

The terms defined below shall have the same meaning in the singular and plural. Capitalized terms not defined herein shall have the meaning set forth in the Agreement.

Business day: shall mean any day from Monday through Friday, which is not a federal public holiday in the United States.

Defect: shall mean a reproducible malfunction, error, or non-conformance of the Subscription Services in relation to the Scope in Article 3 below.

Dashboard: shall mean the GNet portal which GRiDD makes available to Providers who are users of the Subscription Services. Dashboard is to view transaction logs, Pay for services, update company information, and submit support requests.

GNet Integration Partners: shall mean the Dispatch Software companies who are integrated into GNet.

Subscription Services: shall have the meaning provided in Article 3 below.

Support Request: shall mean reporting any Defect encountered by a Provider or Distributor during use of the Subscription Services or Platform that is brought to GRiDD’s attention by following the process under Article 12 below.

Support Services: shall have the meaning provided in Article 9 below.

Update: shall mean the improvements made to the existing standard functions of the Subscription Services, made at GRiDD’s sole discretion, in connection with functional upgrades. Updates shall also include the correction of Defects in the Subscription Services.

ARTICLE 3: SCOPE OF THE SUBSCRIPTION SERVICES

Subscription Services shall be as follows:

• Send Reservations
• Update Reservations
• Cancel Reservations
• Receive Estimated Rates
• Receive Status Update Callbacks

• GPS Location of an Active Reservation
• Chauffeur Information
• Closing Costs

ARTICLE 4: LIMITATIONS TO THE SUBSCRIPTION SERVICES

The Subscription Services is limited to Your use of the Subscription Services, and you may not share the Subscription Services with any third-party, any use of the Subscription Services by anyone but You is a violation of the Agreement and the Terms of Service, which Services shall include:

• One production environment and one test environment for GNet Integration Partners I Providers; and,
• One production environment for Fleet Operators I Providers.

GRiDD may archive and save transaction logs over a period of 3 months, the current month as well as the two months immediately preceding the current month. Prior transactions, excluding data that must be retained for tax purposes, shall be purged. GRiDD shall make the tools necessary to review these transaction logs available to You.

Reservation Data: At trip completion, personal identifiable data is removed, basic reservation data is kept for audit purposes.

Data removed at completion: All addresses and any notes associated with, all passenger data and phone numbers as well as trip notes.

Provider Data: Contact and business information is kept as long as a Provider is subscribing to the platform. No Billing information or Credit Card information is kept on any of the members on this platform.

ARTICLE 5: SUBSCRIPTION SERVICES AVAILABILITY

Users may access the Subscription Services on a 24/7/365 basis, excluding the Maintenance Window and Emergency Maintenance. If maintenance is required, a Maintenance Window will be scheduled by GRiDD at least 48 hours in advance. Emergency Maintenance may occur at any time.

ARTICLE 6: HOSTING

The Subscription Services are operated in a secure environment for which GRiDD will take, and will cause its suppliers to take, appropriate and commercially reasonable technical and organizational measures to protect the Subscription Services against unauthorized access, accidental loss or damage and unauthorized destruction. GRiDD uses various security measures to protect the information it receives from You, as appropriate to the type of information, including encryption, firewalls and access controls. The information you provide is stored on a computer system located in a controlled facility with limited access. The security provided by GRiDD and its suppliers shall be in accordance with good industry practices and includes the following elements (a) security hardened operating system, and (b) World Class data centers. GRiDD is currently using Microsoft Azure & Google Data Centers.

ARTICLE 7: DATA BACKUP AND RESTORATION MANAGEMENT

GRiDD shall perform backups and restore Client Data and/or transactional logs and backups shall be performed daily and monthly cycles as deemed by GRiDD.

ARTICLE 8: UPDATES

8.1. Updates are classified in two categories:

GRiDD shall give You prior notice regarding the dates that such Updates shall be applied (except with regard to emergency patches) by mail and/or through an alert posted on the Dashboard. Any available documentation associated with such Updates shall be sent to You or be made available to You.

ARTICLE 9: SUPPORT SERVICES

You shall access the Dashboard for the following Support Services:

Support Requests, submitted via the Dashboard, shall be recorded in GRiDD tools and will be tracked and processed according to their assigned priority level.

In order to facilitate performance of the Support Services, You shall provide a detailed, accurate description in the Support Request, whether made via Support Portal or Email (smu,[email protected]) or as otherwise authorized by GRiDD. You are to include issues You have encountered (description of the context, error messages, reservation numbers, menu sequencing, etc.) and shall document such, if necessary, by all means available to You, so as to enable GRiDD to reproduce and classify any Defects brought to its attention.

GRiDD’s response shall be made either by calling You back, or communicating electronically through the Portal. GRiDD will respond and initiate support for a Support Request, made via the Portal, within Four (4) Business hours on a Business day, following the filing of the Support Request during Support business hours.

GRiDD classifies bug/defects into two categories.

• Level 1 Bug: Defect/bug reproducible by GRiDD, which makes it impossible to use one or more essential functions of the Subscription Services. Must be reproducible and will be responded with a corrective action plan within Twelve (12) Business hours or GRiDD’s response to your Support Request under this Section 9.
• Level 2 Bug: Defect/bug reproducible by GRiDD, which makes one or more functions of the Subscription Services inoperable and for which there is a possible technical or organizational workaround solution. Must be reproducible and will be responded with a corrective action plan within Six (6) Business days or GRiDD’s response to your Support Request in this Section 9.
  
• If GRiDD finds the bug and the corrective action plan involves a GNet Integration Partner, appropriate team will be informed and responsibility for resolving the bug in compliance with this Section 9, may be transferred to that GNet Integration Partner.You shall have access to a database in the Dashboard that lists the most frequently asked questions, as well as the answers provided.

ARTICLE 10: SUSPENSION OF SUBSCRIPTION SERVICES

GRiDD may suspend your account and access to the Subscription Services, with or without notice, if you violate any provision of these Terms.

Upon any suspension of your account, all Subscription Services associated with your account will be suspended or otherwise made inaccessible until and unless all issues are addressed and resolved by you, to our satisfaction, and within the time frame we specify. During any suspension of your account or any individual Subscription Services, you will not be permitted to: (i) add, upgrade, downgrade or modify any of the Subscription Services; (ii) request an emergency restoration; (iii) transfer any Subscription Services; (iv) access any of the websites, email accounts or content associated with the suspended Subscription Services or account. You agree to hold us harmless from and against any and all claims, losses or damages arising from any suspension of your account or the individual Subscription Services.

ARTICLE 11: LIMITATION OF LIABILITY

NOTWITHSTANDING ANY OTHER PROVISIONS OF THE TERMS OF AN AGREEMENTTO THE CONTRARY, REGARDLESS OF THE LEGAL OR EQUITABLE BASIS OF ANY CLAIM, IN NO EVENT SHALL GRIDD OR ITS AFFILIATES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THESE TERMS, THE TERMS OF ANY AGREEMENT, ANY ERRORS IN OR OMISSIONS FROM THE SITE OR ANY SERVICES OR PRODUCTS OBTAINABLE THEREFROM, THE UNAVAILABILITY OR INTERRUPTION OF THE SITE OR ANY FEATURES THEREOF, YOUR USE OF THE SITE, THE CONTENT CONTAINED ON THE SITE, OR ANY DELAY OR FAILURE IN PERFORMANCE BEYOND THE CONTROL OF ANY AFFILIATE, INCLUDING, BUT NOT LIMITED TO, DAMAGES THAT RESULT FROM THE PERFORMANCE OR NONPERFORMANCE OF GRIDD‘S OBLIGATIONS UNDER THESE TERMS OR THE TERMS OF AN AGREEMENT WITH GRIDD, GRIDD‘S ACTS OR OMISSIONS RELATED TO ANY AGREEMENT WITH GRIDD WHETHER OR NOT ARISING FROM SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, VIOLATION OF LAW, BREACH OF CONTRACT, BREACH OF INDEMNITY PROVISIONS, BREACH OF WARRANTY OR ANY OTHER THEORY OR SOURCE WHETHER OR NOT FORESEEABLE AND EVEN IF GRIDD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND YOU HEREBY RELEASE GRIDD FROM ANY SUCH EXCLUDED DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE MAXIMUM AGGREGATE LIMIT OF GRIDD‘S LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE) TO YOU FOR ANY MATTER RELATED TO THESE TERMS, THE TERMS OF AN AGREEMENT AND THE SITE SHALL NOT IN THE AGGREGATE EXCEED THE TOTAL AMOUNT OF THE FEES PAID BY YOU WITH RESPECT TO THE SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.

THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN GRIDDAND YOU. THE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

ARTICLE 12: INDEMNIFICATION

YOU AGREE TO INDEMNIFY AND HOLD HARMLESS GRIDD, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, PARTNERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AND AGENTS FROM AND AGAINST ALL THIRD-PARTY ACTIONS, CAUSES OF ACTION, CLAIMS, DEMANDS, LOSSES, COSTS, DAMAGES, DEFICIENCIES, JUDGMENTS, LIABILITIES, PENALTIES, FINES, ASSESSMENTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES AND COSTS OF LITIGATION) WHICH THEY OR ANY OF THEM SUFFER OR INCUR RESULTING FROM, BY REASON OF, ARISING OUT OF OR IN CONNECTION WITH: (I) PERSONAL INJURY, BODILY INJURY, INCLUDING FATAL INJURY TO, OR LOSS OF OR DAMAGE TO THE PROPERTY OF, ANY PERSON OR ENTITY WHATSOEVER (INCLUDING THE PARTIES HERETO) ARISING OUT OF OR IN CONNECTION WITH YOUR, OR ANYONE USING YOUR ACCESS CREDENTIAL, (II) YOUR NEGLIGENT USE OF THE SUBSCRIPTION SERVICES, (III) ANY BREACH BY YOU OF ANY REPRESENTATION, WARRANTY, AGREEMENT, OBLIGATION, OR COVENANT MADE BY YOU TO GRIDD INCLUDING IN ANY PLAN, AGREEMENT, CERTIFICATE, DOCUMENT, SCHEDULE, ANNEX, OR OTHER INFORMATION RELATING TO OR DELIVERED PURSUANT HERETO, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION, OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON AGREEMENT, TORT, OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY YOU, OR (V) YOUR USE OF THE SITE OR RECEIPT OF SUBSCRIPTION SERVICES FROM GRIDD.

END OF TERMS OF SERVICES

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