Last Modified 06/24/2020

Terms of Service

1.  INTERPRETATION AND APPLICATION

The following terms are used throughout these Terms of Service and are defined as:

Account means a registered user account in DRIVEKINDNESS.

Agreement means these Terms of Service and the Order Form(s) including all Annexes, Appendices, and Schedules referred to therein. In the event of conflict between the Terms of Service and any Order Form, the Order Form shall prevail.

Authorized Users means those employees, agents, independent contractors, Drivers and Customers of the Client who are authorized by the Client to use DRIVEKINDNESS.

Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Ireland.

Confidential Information means the provisions of this Agreement and all information of each Party which is secret or otherwise not publicly available (in both cases either in its entirety or in part) including commercial, financial, marketing or technical information, know-how, trade secrets, and business methods, in all cases whether disclosed orally or in writing before or after the Effective Date.

Client means the client on the Order Form.

Client Data means any content, which may include Personal Information, that Client, its Authorized Users and End Users submit or transfer to the Company in conjunction with DRIVEKINDNESS.

Customer means a customer or other user of a Client’s service.

Data Protection Agreement means the data protection agreement set out in Appendix 2.

Driver means an employee or contractor of a Client that holds an Account authorized by the Client.

Driver Terms means the terms and conditions to be included in an agreement between the Client and the Driver in respect of access and use of DRIVEKINDNESS as set out in Appendix 1.

Effective Date means the date on the Order Form.

End User means a person or entity that is not a Client, Customer or a Driver, and accesses a driver tracking page from the Customer’s account.

End User Terms means the terms and conditions to be included in an agreement between the Client and the End User in respect of access and use of DRIVEKINDNESS as set out in Appendix 1.

Fees mean the fees and charges as set out in the Order Form payable by a Client for access to or use of DRIVEKINDNESS.

Force Majeure means an event or cause beyond the reasonable control of the party claiming force majeure. It includes but shall not be limited to, each of the following, to the extent it is beyond the reasonable control of that party: act of God, lightning, storm, flood, fire, earthquake or explosion cyclone, tidal wave, landslide, adverse weather conditions; act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic or pandemic; the effect of any change in applicable laws, orders, rules or regulations of any government or other competent authority; and embargo, inability to obtain necessary materials, equipment or facilities, or power or water shortage.

Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, processes, methods, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property whether registered or not;

Intellectual Property Rights means, for the duration of the rights in any part of the world, any moral rights, industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property, applications for the registration of any Intellectual Property and any improvements, enhancements or modifications to any Intellectual Property registrations.

Order means a job order comprising of one or more tasks.

Order Form means the form signed by Purchaser confirming the order for the DRIVEKINDNESS services and any additional work items subject to the terms and conditions herein. Order Form shall include any subsequent ordering document for services that is signed by the parties specifically referring to this Agreement.

Privacy Laws means all applicable data protection and privacy legislation, regulations and guidance governing the protection of Personal Information including but not limited to Regulation (EU) 2016/679 (the General Data Protection Regulation).

Personal Information has the meaning given to the term “personal data” in Privacy Laws.

Privacy Policy means Company’s privacy policy as updated from time-to-time, which can be found at https://DRIVEKINDNESS.io/privacy/.

Term means the term set out on the Order Form.

Third Party means any person that is not an Authorized User or End User.

User Content means data that is uploaded or input into DRIVEKINDNESS by the Client and or Authorized Users and that forms part of the User’s Intellectual Property.

VAT means value added tax.

DRIVEKINDNESS means the

1. web application accessible from app.DRIVEKINDNESS.io; and/or

2. the Company's published mobile application(s) available from the Apple® App Store®, Google Play® and other mobile

application marketplaces; and/or

3. Driver tracking pages accessed by an End User.

2. Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person's legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Words in the singular shall include the plural and vice versa. Reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. A reference to writing or written includes faxes and email.

3. This Agreement governs the use of DRIVEKINDNESS by Client and it’s Authorized Users. By accessing the website and/or using DRIVEKINDNESS, you agree to the terms and conditions of this Agreement. Where you do not accept the terms and conditions of this Agreement, you must immediately cease using DRIVEKINDNESS.

4. Any person who registers as a Client in DRIVEKINDNESS warrants that he or she is an authorized representative of that Client with the requisite authority to bind the Client to this Agreement.

5. This Agreement may be updated by the Company at its absolute discretion from time-to-time, and unless stated otherwise by the Company in writing, such updates shall come into effect for use of DRIVEKINDNESS at the Client or Authorized User’s next login after the Client receives written notice of the update(s). In addition, the revised Terms of Service will be posted on the Company’s website.

2. LICENSE

1. By accepting the terms and conditions of this Agreement, the Client is granted a limited, non-transferable, non-exclusive and revocable license to access and use DRIVEKINDNESS for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.

2. The Client agrees and accepts that:

1. the Client is solely responsible for ensuring that its use of DRIVEKINDNESS and storage of Personal Information in

DRIVEKINDNESS is compliant with laws applicable to the Client, its Authorized Users and End Users including Privacy

Laws; and

2. the Client must ensure that its own privacy policy and other statements about how it handles the Personal Information

of its Authorized Users and End Users are accurate in respect of the Client’s use of DRIVEKINDNESS, to include the

availability of Third-Party Content through DRIVEKINDNESS where applicable on the Order Form.

3. The Client agrees and undertakes that:

1. it is responsible for the conduct of each Driver connected with the Client’s account in relation to an Order.

2. it shall be directly responsible to each of its Customers whose Orders are managed using DRIVEKINDNESS and further

acknowledges that under no circumstances will the Company be responsible to a Customer, End User or a Third Party for

a Client’s use of DRIVEKINDNESS.

3. it shall not store or record any Personal Information that it can access through DRIVEKINDNESS unless it is fully

compliant with Privacy Laws;

4. it shall ensure that all information that it makes available through DRIVEKINDNESS is accurate and up to date, including (but not limited to) information supplied for:

1. creating an Account,

2. creating records, updating records, notifying Authorized Users; and

3. any other information that may be accessed by the Client or a Driver;

4. it shall only use DRIVEKINDNESS for its intended purpose as set out in this Agreement.

5. The Client agrees that the Company makes no representation or warranty as to the accuracy of any estimate provided

on Driver fatigue via DRIVEKINDNESS. The Company expressly disclaims any liability arising from any Client or Driver

placing any reliance on the accuracy of such feature. This feature is provided as a rough guide only and is not intended as

a definitive statement on a Driver’s ability to safely operate a vehicle. The Client remains responsible for ensuring that it

exercises all due care and diligence in monitoring the fitness of each Driver associated with the Client’s Account to

operate a vehicle.

5. it shall only use DRIVEKINDNESS for its intended purpose as set out in this Agreement.

3. DRIVER TERMS OF USE

1.Prior to providing a Driver with access to DRIVEKINDNESS, the Client shall ensure that the Driver enters into an agreement with the Client to include the Driver Terms set out in Appendix 1.

A Driver’s access to features and information associated with a Client’s Account within DRIVEKINDNESS may be created, limited and cancelled by the Client at the Client’s discretion.

4. END USER TERMS

1. Prior to providing an End User with access to DRIVEKINDNESS, the Client shall ensure that the End User enters into an agreement with the Client to include the End User Terms set out in Appendix 1.

2. DRIVEKINDNESS is free to use for End Users. DRIVEKINDNESS does not currently accept payments from End User’s on behalf of Clients. Payments to Clients must be made in accordance with the relevant Client’s usual payment terms.

5. FEES AND PAYMENT

1. Fees for the use of DRIVEKINDNESS are set out in the Order Form. Fees are non-cancellable and/or non-refundable once ordered or paid. Currency shall be as specified in the Order Form.

2. VAT (or equivalent local taxes) may be applicable to any Fees charged by the Company. Unless expressed otherwise, all Fees shall be deemed exclusive of VAT, withholding or other taxes and duties for which the Client shall be responsible.

3. Should the Client dispute a payment, the Client must notify the Company of the disputed item within three (3) Business Days of the payment.

4. The Company may introduce new services with corresponding Fees by giving the Client written notice of their availability and applicability.

5. The Company may increase Fees at any time and from time to time in their absolute discretion provided however that the Company shall notify the Client of any changes to existing Fees no less than 30 days before changes come into effect.

6. Where the Company is required to perform any services for the Client outside of what is set out in this Agreement or otherwise in writing and is subject to delays caused by changes or complexities outside of its control (and not caused by its breach of this Agreement) then in each case, the Client agrees that the Company shall be entitled to charge the Client an additional amount that is reasonable for the service performed.

6. USE OF DRIVEKINDNESS

1. The Company may limit or restrict access to DRIVEKINDNESS from time-to-time as it sees fit, including (but not limited to) restricting access only to reputable and/or registered Clients (in its absolute discretion), restricting access to certain jurisdictions, and/or restricting access to any Client that is found to be using DRIVEKINDNESS for unacceptable use cases, including but not limited to activities that are illegal. The Company may set any registration requirements in its absolute discretion.

2. Without prejudice to the Company’s other rights in law or equity, the Company reserves the right, without liability to the Client, to suspend or disable the Client’s or Authorized User’s access to DRIVEKINDNESS where the Client or Authorized Users materially breaches the provisions of this Agreement.

3. The Client agrees that when it provides any consent, authority or agreement through DRIVEKINDNESS it does so as an electronic transaction and warrants that such transaction shall be binding on the party.

4. The Client agrees that it shall only use DRIVEKINDNESS for legal purposes and shall not use it in a way that is deemed unreasonable by the Company in its discretion.

5. The Client is solely responsible for the security of its username and password for access to DRIVEKINDNESS. The Client shall notify the Company as soon as it becomes aware of any unauthorized access of its DRIVEKINDNESS account.

6. The Client shall authorize users to access DRIVEKINDNESS in its absolute discretion. The Company accepts no liability for access to User Content by users authorized by the Client or using login details of users authorized by the Client.

7. DRIVEKINDNESS is only accessible to the Client for the Term of the Agreement.

8. The Client agrees and accepts that DRIVEKINDNESS is:

1. hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the

internet or other connection to the Company servers and is not available ‘locally’ from the Client’s systems; and

2. managed and supported exclusively by the Company from the Company servers and that no ‘back-end’ access to

DRIVEKINDNESS is available to the User unless expressly agreed in writing.

9. As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features and exercises, redesign, improve or otherwise alter DRIVEKINDNESS.However the Company shall not exercise its rights under this clause 6.9 in a manner that would intentionally cause the Client to lose access to User Content or fundamentally decrease the utility of DRIVEKINDNESS to the Client, other than in accordance with the terms of this Agreement.

7. USE OF DRIVEKINDNESS

1. The Client is responsible for the accuracy, quality and legality of User Content and the Client’s acquisition of it, and the users that create, access and/or use User Content. The Company accepts no liability for the content of User Content.

2. The Company obtains no right, title or interest in User Content including any Intellectual Property found within it. The Company shall not access, use, modify or otherwise deal with User Content except where required by compulsion of law or upon the Client’s authority (such as to provide support for DRIVEKINDNESS).

3. Notwithstanding clause 7.1 and 7.2, the Company shall be authorized to permanently delete User Content where outstanding Fees remain unpaid in accordance with clause 5.

4. The Company may limit the amount of data that the Client stores in DRIVEKINDNESS, and shall advise the Client of such.  Data that is stored with DRIVEKINDNESS shall be stored according to accepted industry standards.

5. The Company shall perform backups of DRIVEKINDNESS in as reasonable manner at such times and intervals as are reasonable for its business purposes. The Company does not warrant that it is able to backup or recover specific User Content from any period of time unless so stated in writing by the Company. The Company shall not be responsible for any loss, destruction, alteration or disclosure of User Content or Customer Data caused by reasons outside the control of the Company.

6. By accepting the terms of this agreement the Client agrees that the Company shall provide access to DRIVEKINDNESS to the best of its abilities, however access to DRIVEKINDNESS may be prevented by issues outside of its control. Users may prepare for unscheduled unavailability of DRIVEKINDNESS by printing hard copies of reports as may be required.

8. CUSTOMER DATA AND PRIVACY

1. To help ensure a safe and productive use of DRIVEKINDNESS, Client shall not, and shall ensure that any of their Authorized Users do not, have inappropriate conduct including

1. attempting to reveal the identity of a user;

2. impersonating any other person or entity;

3. using DRIVEKINDNESS to send spam or otherwise unsolicited messages in violation of applicable laws; or

4. allowing the submission of any Customer Data, or using Customer Data in a way, that is illegal, harmful, threatening,

abusive, violent, harassing, defamatory, liable, vulgar, obscene, offensive, indecent, humiliating, hateful, unethical or

otherwise objectionable, including based on race, ethnicity, national origin, religious affiliation, sexual orientation, sex,

gender identity or physical or mental disability.

2. The Client acknowledges and understands that by using DRIVEKINDNESS, they may be exposed to Customer Data submitted by users that is in breach of clause 8.1, and under no circumstances will the Company be liable in any way for any such Customer Data. The Company shall have the right, at its sole discretion, to remove any Customer Data that violates this Agreement, and to reveal the identity of a Client or Authorized User if required by law to do so, if such Client or its Authorized User transfers Customer Data in violation of this clause. It is the Client’s responsibility to monitor and control all activity conducted by its Authorized Users on DRIVEKINDNESS and the Company is under no obligation to review how Clients are using DRIVEKINDNESS. The Company assumes no liability for any unacceptable or illegal conduct of the Client or its Authorized Users regarding Customer Data.

3. The Company shall store and process Customer Data in accordance with the Privacy Policy and the Data Protection Agreement. The Company has implemented technical, organizational and administrative systems, policies and procedures as well as other measures detailed in the Privacy Policy to help ensure the security, integrity, availability and confidentiality of Customer Data, and to mitigate the risk of unauthorized access to or use of Customer Data. Nonetheless, hosting data online involves risks of unauthorized disclosure, loss or exposure and, in accessing and using DRIVEKINDNESS, the Client assumes such risks, except for gross negligence or unlawful conduct of the Company.

4. The Privacy Policy does not apply to how a Client handles personal information.  It is the Client’s responsibility to meet the obligations of the Privacy Laws by implementing a privacy policy in accordance with applicable law as regards the processing of Personal Information relating to an Authorized User or End User. In the event Third Party Content is confirmed on the Order Form, the Client shall ensure their relevant agreements with Authorized Users and privacy policy are updated to advise of the availability of Third-Party Content via DRIVEKINDNESS.

5. The Company makes no warranty as to the suitability of DRIVEKINDNESS in regard to any applicable legislation or regulations including without limitation the Client’s privacy obligations at law or contract, and it is the Client’s responsibility to determine whether DRIVEKINDNESS is appropriate for the Client’s circumstances.

6. DRIVEKINDNESS website may use cookies (a small tracking code in your browser) to improve a Client’s experience while browsing, while also sending browsing information back to the Company. The Client may manage how it handles cookies in its own browser settings.

7. Under this Agreement, the Company may be required to process Personal Data on the Client’s behalf, including without limitation Personal Data relating to Authorized Users. The parties record their intention that the Client and its Affiliates (as applicable) shall be the data controller and the Company shall be a data processor and the Data Processing Agreement set out in Appendix 2 shall apply.

9. DISCLAIMER

1. The Client acknowledges that the Company is not responsible for the conduct or activities of any of the Client’s Authorized Users of DRIVEKINDNESS and that the Company is not liable for such under any circumstances. The Client shall be responsible for the acts and omissions of its Authorized Users who access DRIVEKINDNESS, as though they were the acts and omissions of the Client. The Client agrees to indemnify and to keep indemnified the Company and its affiliates against all direct liabilities, costs, proceedings, expenses (including legal expenses and other professional fees and expenses), damages, and losses suffered or awarded against or incurred or paid by the Company arising from the acts or omissions of the Client’s affiliates, Authorized Users, and their respective subcontractors and agents.

2. Any dispute that may arise between Client and its Authorized Users must be dealt with strictly between those users and the Client and not involve the Company in any way. Under no circumstance will the Company perform a dispute resolution role for a dispute between Clients and their Authorized Users.

3. To the extent permitted by law, the Company accepts no liability for the accuracy of any information made available using DRIVEKINDNESS. Any reliance on the information available through DRIVEKINDNESS is at the Client’s own risk. A Client’s recourse for reliance on inaccurate, fraudulent or otherwise false information shall only be against the user that supplied that information, and not against the Company.

4. The Client acknowledges that DRIVEKINDNESS is dependent on third-party services, including but not limited to banks, credit card providers, Stripe, GPS navigation services, telecommunications services, hosting services, email services, and analytics services. The Client acknowledges that DRIVEKINDNESS may provide links to third party websites containing, without limitation, health information. The Client agrees that the Company shall not be responsible or liable in any way for interruptions to the availability of DRIVEKINDNESS due to third-party services or information contained on any linked third-party website.

5. The Client further acknowledges that the Company is not a party to any agreement and/or arrangement between the Client and any third-party website which the Company has provided a link to and agrees that the Company will in no way be liable for any such arrangements between the Client and a third party.

6. Other than with respect to the express warranties set forth herein, all implied warranties, including those of non-infringement, merchantability and fitness for a particular purpose, are hereby disclaimed and excluded by the Company.

7. DRIVEKINDNESS may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. The Company is not responsible for any delays, delivery failures, or other damage resulting from such problems. The Company does not warrant that the Client’s use of DRIVEKINDNESS will be uninterrupted or error-free; nor that DRIVEKINDNESS will meet the Client's requirements.

8. The Client agrees and acknowledges that DRIVEKINDNESS does not provide occupational health and safety, or compliance advice and the Client uses DRIVEKINDNESS at its own risk.

10. INTELLECTUAL PROPERTY

1. The Client acknowledges and agrees that the Company and/or its licensors own all Intellectual Property in DRIVEKINDNESS. Except as expressly stated herein, this Agreement does not grant the Client any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of DRIVEKINDNESS. To the extent that any modifications or improvements to DRIVEKINDNESS are carried out under or in connection with this Agreement, whether the Company alone or jointly with a Client or Authorized User, and whether based on ideas or suggestions from the Client and/or its Authorized Users, all intellectual property rights to such underlying ideas and in any resulting improvement or modifications shall be assigned to and shall vest with and be solely owned by the Company.

2. All content (with the exception of User Content) remains the Intellectual Property of the Company, including (without limitation) any source code, analytics, insights, ideas, exercises, enhancements, feature requests, suggestions or other information provided by the Client or any other party with respect to DRIVEKINDNESS.

3. The Client agrees and accepts that DRIVEKINDNESS is the Intellectual Property of the Company and the Client warrants that by using DRIVEKINDNESS the Client and its Authorized Users will not

1. copy DRIVEKINDNESS or the services that it provides for the Client’s or Authorized User’s own commercial purposes;

2. gain unauthorized access to DRIVEKINDNESS or its related systems or networks; and

3. directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or

object code, architecture, algorithms contained in DRIVEKINDNESS or any documentation associated with it.

4. The Company has moral & registered rights in its trade-marks and the Client shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.

11. CONFIDENTIALITY

1. Each Party (the “Receiving Party”) acknowledges that, in the course of this Agreement, it may obtain Confidential Information from the other Party, (the “Disclosing Party”). The Receiving Party shall keep in confidence all Confidential Information disclosed by the Disclosing Party and shall not use Confidential Information except in furtherance of this Agreement. The Receiving Party shall not disclose any Confidential Information to any person without the Disclosing Party’s prior written consent except that the Receiving Party may disclose the Confidential Information to its officers, employees, independent contractors and agents (“Representatives”) on a “need-to-know” basis, provided that such Representatives are bound by a written agreement with materially the same terms and conditions as this clause 11.1 and the Receiving Party remains ultimately liable for any breach thereof.

2. The obligations of confidentiality shall continue during the term of this Agreement and thereafter, unless and until such Confidential Information falls within one of the exceptions outlined in clause 11.3.

3. This clause 11.3 shall not apply with respect to information the Receiving Party can document: (a) is in the public domain as a result of no act or omission of the Receiving Party or its employees or agents; (b) is received by the Receiving Party from third parties without restriction and without breach of a duty of nondisclosure by such third party; (c) was independently developed by the Receiving Party without reliance on the Confidential Information; or (d) is required to be disclosed by operation of law or by order of a court or administrative body of competent jurisdiction (provided that, where permitted under law, prior to such disclosure, the Receiving Party shall first give notice to the Disclosing Party such that the Disclosing Party has the opportunity to contest such order or requirement of disclosure or seek appropriate protective order).

4. Any breach or threatened breach by the receiving party of an obligation under this Agreement may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequent the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.

5. A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information, or any actual, suspected, likely or threatened theft, loss, damage, or unauthorized access, use or disclosure of or to any Confidential Information.

12. LIABILITY & INDEMNITY

1. Without any prejudice to any other rights or remedies of the Company, the Client agrees to indemnify and to keep indemnified the Company and its affiliates against all direct liabilities, costs, proceedings, expenses (including legal expenses and other professional fees and expenses), damages, and losses suffered or awarded against or incurred or paid by the Company for any claims, proceedings or demands arising out of or in respect of:

1. injury, illness or death or damage to property caused to any person arising out of or in connection with the Client

and/or its Authorized Users use of DRIVEKINDNESS;

2. any claim of infringement of intellectual property rights or claim of breach of confidentiality by any Third Party, in each

case, arising as a result of the Client’s or Client’s Authorized Users’ use of DRIVEKINDNESS;

3. any claims relating to the content or nature of Customer Data, including Customer Data in breach of clause 8.2;

4. the breach of any warranty, covenant or other obligation contained in this Agreement by the Client or any of its

Authorized Users; or

5. Client’s or any of its Authorized Users’ alleged or actual use, misuse, inappropriate use or failure to use

DRIVEKINDNESS.

2. To the maximum extent permitted by applicable law, the Company shall not be liable to any Client or Authorized Users for any (a) loss (direct or indirect) of revenues, profits, business, contracts, opportunity, anticipated savings or goodwill; or (b) special, indirect or consequential loss, costs, damages, charges or expenses, in each case, however caused, even if foreseeable.

3. Nothing in the Agreement shall exclude or in any way limit either party's liability for (a) death or personal injury caused by its own negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be excluded by law.

4. To the extent permitted by law and subject to clauses 12.2 and 12.3, the Company’s total aggregate liability arising out of or related to this agreement under any theory of law (including liability for negligence or breach of statutory duty) shall be limited to the total amount of fees paid by the Client in the six months prior to the event giving rise to the liability.

13. TERMINATION

1. This Agreement shall come into force on the Effective Date and shall either continue for the Term or if no such date specified, continue for three (3) years and thereafter it shall automatically renew for successive periods of twenty-four (24) months, unless: (a) either party notifies the other party of termination, in writing, providing at least sixty (60) notice days or (b) it is otherwise terminated in accordance with the provisions of this Terms of Service.

2. Deleting DRIVEKINDNESS does not constitute termination of this Agreement, although the Company may terminate this Agreement in the event it determines in its reasonable discretion that DRIVEKINDNESS has been deleted and the Client’s intention is to cancel or terminate their account and this Agreement.

3. The Client agrees and accepts that deletion of DRIVEKINDNESS may result in loss of data for which the Company is in no way liable.

4. Either party may terminate this Agreement with immediate effect at any time on written notice to the other if that other party:

1. is in material or persistent breach of any of the material terms of this Agreement and either that breach is incapable of

remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy

that breach; or

2. is unable to pay its debts, or becomes insolvent, or is subject to an order or a resolution for its liquidation,

administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction),

or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all

or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors

generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.

5. Expiry or termination of this Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this Agreement up to the date of expiry or termination.

14. FORCE MAJEURE

1. If a party is prevented in whole or in part from carrying out its obligations under this Agreement as a result of Force Majeure, it will promptly notify the other party accordingly.  The notice must

1. specify the obligations and the extent to which it cannot perform those obligations,

2. fully describe the event of Force Majeure,

3. estimate the time during which the Force Majeure will continue, and

4. specify the measures proposed to be adopted to remedy or abate the Force Majeure.

2. Following a notice of Force Majeure in accordance with clause and while the Force Majeure continues, the obligations which cannot be performed because of the Force Majeure will be suspended, other than obligations to pay money that is due and payable.

3. The party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must remedy the Force Majeure to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible.

4. The party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must take all action reasonably practicable to mitigate any loss suffered by the other party as a result of the party’s failure to carry out its obligations under this Agreement.

5. The term of this Agreement will not be extended by the period of Force Majeure.

15. DISPUTES

1. All disputes shall be handled in accordance with the following process:

2. Negotiation.  If there is a dispute between the parties relating to or arising out of this Agreement, then within 5 Business Days of a party notifying the other party of a dispute, senior representatives from each party must meet (or discuss directly via the telephone or video conference) and use all reasonable remedies of acting in good faith to resolve the dispute by joint discussions;

3. Mediation.  If the dispute between the parties relating to or arising out of this Agreement is not resolved within five Business Days of notification of the dispute under Clause 15.1, the parties must agree to submit the dispute to mediation, administered by lawyers engaged in alternative dispute resolution;

4. Court proceedings.  A party may not commence court proceedings in relation to a dispute relating to or arising out of this Agreement until it has exhausted the procedures in this clause unless the party seeks appropriate injunctive or other interlocutory relief to preserve property or rights or to avoid losses that are not compensable in damages.

16. GENERAL

1. Notice. A consent notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law. Notices must be sent to the parties’ most recent known contact details. It is the Client’s responsibility to update its contact details as they change.

2. Amendment. Any amendment, waiver or variation of this Agreement shall not be binding on the parties unless set out in writing, expressed to amend this Agreement and signed by or on behalf of each of the parties.

3. Assignment. The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the Client. The Client has no right of assignment, novation or sub-license, except to an Affiliate except with the prior written consent of the Company.

4. Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.

5. Relationship. Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the Parties.

6. Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.

7. Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transactions facilitated by it.

8. Entire Agreement. This Agreement together with any documents otherwise referred to or incorporated by reference herein contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.

9. Severability. Any clause of this Agreement, which is invalid or unenforceable, is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.

10. Publicity. The Company has the right to reference and use the other’s name and trade marks in each case in its business development and marketing efforts, including without limitation its website. In addition the Client shall display on its website a reference that their services are “powered by DRIVEKINDNESS”.

11. Governing Law. This Agreement is governed by the laws of Ireland and each of the parties hereby submits to the exclusive jurisdiction of the Irish courts.

APPENDIX 1

ADDITIONAL TERMS DRIVERS, END USERS

Driver Terms

Prior to providing a Driver with access to DRIVEKINDNESS, the Client shall ensure that the Driver enters into an agreement with the Client to include the following terms:

1. The Driver uses DRIVEKINDNESS at its own risk and further acknowledges that, to the extent permitted by law, under no circumstance will DRIVEKINDNESS be liable for any injury, illness, death or damage to property resulting from the Driver’s use of DRIVEKINDNESS;

2. Any claim based on injury, illness, death or damage to property that results from a Driver’s use of DRIVEKINDNESS is the responsibility of, and must be directed to, the Client and DRIVEKINDNESS accepts no liability of any nature in relation to such use;

3. The Driver remains responsible at all times for ensuring that it holds all requisite qualifications to drive a vehicle and complies with any laws and policies governing the services they provide. Under no circumstance will DRIVEKINDNESS be responsible for a Driver’s failure to comply with any law or policy;

4. In no circumstance will DRIVEKINDNESS be responsible for a Driver’s operation of a Vehicle. The Driver remains responsible for safely operating a Vehicle, including using the GPS functions offered by DRIVEKINDNESS; and managing their own health and fatigue;

5. To the extent permitted by law, DRIVEKINDNESS accepts no liability for the accuracy of any information made available using DRIVEKINDNESS, including route or location information supplied by Google Maps. Any reliance on the information available through DRIVEKINDNESS is at the Driver’s own risk;

6. All information about a Driver is controlled by the Driver or Client;

7. All information inputted into DRIVEKINDNESS about a Driver is provided with that Driver’s consent. DRIVEKINDNESS may share the Personal Information collected by DRIVEKINDNESS on the Driver with

1. each Client connected to the Driver’s account, for the purposes of tracking an Order, monitoring a Vehicle or any other

matter pertaining to the engagement of the Driver by the Client; and

2. each End User for the purposes of tracking an Order as controlled by the Client.

8. Any concerns that the Driver may have regarding a Client’s use of, and the granting of access to the Driver’s Personal Information via DRIVEKINDNESS must be directed to the relevant Client;

9. DRIVEKINDNESS may send the Driver emails, text messages, documents, images, push notifications, Order details and other alerts on behalf of Clients; and

10. Any consent, authority or statement made by a Driver through DRIVEKINDNESS does so as an electronic transaction and warrants that such transaction is valid and binding.

End User Terms

Prior to providing an End User with access to DRIVEKINDNESS, the Client shall ensure that the End User enters into an agreement with the Client to include the following terms.

1. The End User uses DRIVEKINDNESS at its own risk and DRIVEKINDNESS holds no duty of care to an End User to ensure ongoing access to DRIVEKINDNESS;

2. DRIVEKINDNESS may share Personal Information regarding the End User with each Client and Driver that the End User engages with via DRIVEKINDNESS, on the terms of the agreement between DRIVEKINDNESS and Client, and in compliance with DRIVEKINDNESS’s Privacy Policy;

3. DRIVEKINDNESS makes no warranty or representation as to the quality or fitness-for-purpose of any service offered or managed by a Client via DRIVEKINDNESS, including in relation to an Order;

4. DRIVEKINDNESS makes no warranty or representation as to the qualifications or character of any Driver;

5. DRIVEKINDNESS shall not be responsible to an End User relative to an Order under any circumstance;

6. To the fullest extent permitted by law, DRIVEKINDNESS takes no responsibility for any harm or loss suffered by an End User as a result of using DRIVEKINDNESS;

7. If an End User suffers loss or harm as a result of using DRIVEKINDNESS, the End User agrees that:

1. the End User shall have no recourse against DRIVEKINDNESS; and

2. the responsible Client that the End User was engaging with via DRIVEKINDNESS remains responsible for any such loss

or harm;

8. Any consent, authority or statement made by an End User through DRIVEKINDNESS does so as an electronic transaction and warrants that such transaction is valid and binding; and

9. For the avoidance of doubt an End User shall have no claim against DRIVEKINDNESS for its use of, or reliance on any information provided via DRIVEKINDNESS. Any claim that an End User may have arising from its access to, or reliance on information accessed via DRIVEKINDNESS shall be between the End User and the Client that provided the information, and not involve DRIVEKINDNESS under any circumstances.