Provider Platform Agreement

1. Acceptance and parties

This Provider Platform Agreement (together with any applicable Order Form, the Acceptable Use Policy, the Privacy Policy, the Cookie Policy, and any Vetted Supplier Network Addendum — collectively, the "Agreement") is a binding contract between:

• WW Travel Solutions, the operator of the TransMov platform ("TransMov," "we," "our," "us"); and
• The transportation business that accepts this Agreement by (a) completing and submitting the partner-onboarding form, (b) clicking "I agree" or a similar acceptance action, (c) signing an Order Form that references this Agreement, or (d) accessing or using the Platform after this Agreement is presented ("Provider," "you," "your").

By accepting this Agreement or accessing the Platform, Provider represents and warrants that (a) Provider is a business lawfully operating as a ground-transportation service in every jurisdiction of its operation; (b) the individual accepting is at least 18 years old and duly authorized to bind Provider; (c) Provider will use the Platform solely for business purposes and in compliance with this Agreement; and (d) Provider is not named on any sanctions list, export-control denial list, or equivalent restricted-party list of the US, EU, UK, UN, or any other jurisdiction applicable to Provider or its operations.

TransMov is not a party to any transportation service contract between Provider and any Customer or End-Passenger. This Agreement governs only Provider's use of the Platform.

2. Definitions

Capitalized terms used but not defined here have the meanings in the Customer Terms of Service.

• Customer — a Customer Organization that subscribes to the TransMov platform.
• Driver — any individual who drives a Vehicle to fulfill a Trip, whether as Provider's employee, contractor, subcontractor, or agent.
• End-Passenger — the individual transported during a Trip.
• End-Passenger Data — personal data relating to an End-Passenger.
• Platform — the TransMov SaaS platform, including the web app, APIs, embeddable forms, and related services.
• Trip — a transportation service booked, dispatched, or fulfilled in whole or in part through the Platform.
• Vehicle — any motor vehicle used by Provider or a Driver to fulfill a Trip.
• Vetted Supplier Network or VSN — an optional curated-provider offering available to subscribed Customers; Provider participation is subject to Section 12.

3. The Platform

3.1 What TransMov provides

TransMov operates a B2B software platform that lets Customers and Providers coordinate ground transportation — creating requests, matching Providers, managing bookings, dispatching Trips, tracking vehicles during Trips, completing Trips, and related messaging, reporting, and analytics.

3.2 What TransMov is not — explicit disclaimers

Provider acknowledges and agrees that TransMov:

• Is not a transportation company. TransMov does not own, lease, operate, maintain, register, insure, or control any Vehicle. TransMov does not employ, engage, manage, schedule, dispatch, train, supervise, license, qualify, drug-test, background-check, or compensate any Driver. TransMov does not perform, and is not capable of performing, any transportation service.
• Is not a party to the transportation service contract. The transportation contract for each Trip is between Provider and Customer (and, where applicable, the End-Passenger). TransMov is not a party to, and has no rights or obligations under, any such contract.
• Is not a payment service. TransMov does not collect, hold, escrow, route, facilitate, or settle any payment between Customer and Provider. Provider is paid by Customer directly, outside the Platform.
• Is not a money transmitter, payment institution, e-money institution, or online marketplace in the financial-services sense.
• Is not Provider's employer or principal. Nothing in this Agreement creates an employer/employee, principal/agent, franchisor/franchisee, joint-venture, or partnership relationship. Provider is an independent business (Section 20).
• Is not a guarantor of business volume. TransMov makes no representation or guarantee regarding Trip volume, revenue, Customer matching, or any particular outcome. Provider's participation does not entitle Provider to any volume, revenue, or matching opportunity.
• Does not supervise Trip execution. Once a Trip is accepted, Provider has sole and exclusive control over execution — Driver and Vehicle selection, route, Driver conduct, End-Passenger communications, and all safety decisions. The Platform's tools (GPS tracking, status updates, messaging) are information-display features, not supervisory controls.
• Is not a party to Provider's employment or contractor relationships. Provider is solely responsible for its Drivers, subcontractors, and employees — compensation, taxes, benefits, classification, labor rights, training, supervision, discipline, and termination.

3.3 Changes to the Platform

TransMov may, at any time, modify, add, remove, limit, discontinue, or change the fees or access terms for any feature of the Platform. TransMov will use commercially reasonable efforts to notify Provider in advance of material changes, but no prior notice is required where required by law, necessary for security or integrity, or responsive to an emergency.

4. Provider registration and account

Provider is responsible for:

• Providing accurate, complete, and current information about its company, Drivers, Vehicles, and compliance status at registration and on an ongoing basis
• Maintaining the security of its account credentials and API keys; not sharing them; and promptly notifying TransMov of any suspected unauthorized access
• Promptly updating the Platform when any previously submitted information becomes inaccurate (including license, insurance, or permit expirations, revocations, or lapses)
• Authorizing each individual User within Provider's organization and promptly disabling any User who no longer requires access
• Complying with the role-based access controls and other technical controls the Platform provides

TransMov may, at any time, require Provider to update, re-confirm, or supplement information previously submitted, and may suspend Provider's access pending a satisfactory response.

5. Provider representations and warranties

Provider represents and warrants on a continuing basis:

5.1 Legal status and authority

• Provider is a business duly formed, validly existing, and in good standing under the laws of its jurisdiction of formation
• Provider has full power and authority to enter into and perform this Agreement and to operate its transportation business
• Provider's performance does not violate any law, regulation, or agreement to which Provider is a party

5.2 Licensing, permits, operating authority

• Provider holds, and maintains in good standing, every license, permit, registration, operating authority, and regulatory approval required for its operation of a ground-transportation business in every jurisdiction where it operates — including, where applicable, taxi / livery / chauffeur / private-hire / limousine licenses; commercial operating authority (US DOT, MC, state PUC); airport permits; and equivalent regimes in non-US jurisdictions
• All compliance documents Provider submits to the Platform are authentic, accurate, complete, and current; Provider has not altered, falsified, or misrepresented any document

5.3 Insurance

• Provider maintains commercial auto liability insurance, general liability insurance, and workers' compensation (where required by law) meeting or exceeding the minimums required by applicable law and industry standard practice — and, in any event, not less than the minimums in Section 14
• All insurance is underwritten by a reputable insurer and in force at all times during the term
• Provider will provide certificates of insurance on TransMov's reasonable request and will name TransMov and its Customers as additional insureds where commercially reasonable and available

5.4 Drivers

• Every Driver Provider dispatches is (a) properly licensed and qualified to drive commercially in the jurisdiction of the Trip; (b) medically fit to drive at the time of the Trip; (c) subject to and in compliance with any drug-testing or alcohol-testing regime required by law or Provider's own policy; (d) where required, the subject of a current background check meeting applicable requirements; (e) not disqualified, suspended, revoked, or otherwise barred from commercial driving; and (f) authorized to work in the jurisdiction of the Trip
• Provider has in place all necessary contracts, engagement letters, consents, and authorizations with Drivers to permit the collection, processing, and sharing of Driver data through the Platform

5.5 Vehicles

• Every Vehicle Provider dispatches is (a) properly registered and titled; (b) mechanically safe, roadworthy, and not subject to any unresolved safety recall; (c) the subject of any inspection required by applicable law, and the inspection is current; (d) insured to the minimum required by law and this Agreement; (e) not modified, operated, or configured in a way that violates applicable safety law; and (f) equipped with any safety equipment required by law

5.6 Compliance with law

• Provider complies with all applicable law — transportation (licensing, hours-of-service, driver qualifications, vehicle safety, accessibility); labor and employment (classification, wage-and-hour, benefits, health-and-safety, collective bargaining); tax (VAT/GST, sales, income, driver-compensation reporting such as Form 1099 or equivalent); immigration and work-authorization; data-protection (GDPR, UK GDPR, CCPA/CPRA, and other applicable regimes); anti-corruption (US FCPA, UK Bribery Act, equivalents); sanctions and export-control (US OFAC, EU, UK, UN, equivalents); anti-trafficking, anti-discrimination, anti-harassment
• Provider has policies and training in place to prevent anti-trafficking, anti-discrimination, and anti-harassment violations by Drivers and employees during Trips, and will promptly address and report any such violation

5.7 Accuracy of information

• All information Provider provides to TransMov is accurate, complete, not misleading, and current
• Provider will promptly notify TransMov if any information becomes inaccurate — including any license, insurance, or permit that is suspended, revoked, lapsed, or otherwise not in good standing

5.8 No conflicts

Provider's use of the Platform does not and will not conflict with any agreement to which Provider is bound, and Provider has not granted any right to a third party that would limit or conflict with the rights Provider grants TransMov under this Agreement.

6. Operational obligations

In addition to Section 5, Provider will:

• Accept only Trips Provider is legally and practically able to fulfill, using appropriately licensed Drivers and Vehicles
• Fulfill each accepted Trip with reasonable care, on time, and consistent with industry standard practice
• Not subcontract, transfer, or re-assign any Trip to a third party without the Customer's and TransMov's prior knowledge (and, where applicable, prior written consent)
• Not modify trip details (pricing, vehicle class, driver substitution, route) materially without the Customer's prior knowledge
• Treat End-Passengers with courtesy, professionalism, and respect; provide accessibility accommodations where requested and feasible; and not discriminate on any protected ground
• Maintain trip / incident / insurance records as required by applicable law and for not less than the period required by law or industry standard
• Promptly report to TransMov and Customer any incident, accident, injury, dispute, complaint, or legal action relating to a Trip within 24 hours (and immediately for incidents involving physical harm, death, or major property damage)
• Cooperate in good faith with TransMov and Customer in any such incident, including preserving evidence and providing records

7. Acceptable use

Provider will comply at all times with the Acceptable Use Policy, which is incorporated into this Agreement. Violation of the AUP is a material breach.

8. Data and personal information

8.1 Personal data received through the Platform

Provider receives personal data — including End-Passenger Data — in the course of fulfilling Trips. Provider is a processor acting on behalf of the Customer (the controller) and processes the data solely for the purpose of fulfilling the specific Trip for which it was shared. Provider will:

• Use End-Passenger Data solely to fulfill the specific Trip — not for marketing, solicitation, profiling, secondary analytics, AI/ML training, or any other purpose
• Not retain End-Passenger Data longer than necessary for the specific Trip and any legal record-keeping obligation; securely delete or anonymize it once it is no longer needed
• Not disclose, sell, transfer, or share End-Passenger Data with any third party, except to Drivers and dispatchers who need it to fulfill the Trip, and except as required by law
• Implement organizational and technical measures appropriate to the data's sensitivity — access controls, encryption in transit, secure storage
• Comply with applicable data-protection law (GDPR, UK GDPR, CCPA/CPRA, and other regimes) in its handling of all personal data received through the Platform
• Promptly notify TransMov of any actual or suspected personal-data breach involving Platform data, and cooperate with TransMov in breach response
• Cooperate on any data-subject rights request relating to data received through the Platform, consistent with the Customer's role as controller
• Not use Platform data as training or fine-tuning input for any AI / ML model

8.2 Driver personal data

Provider is the controller of its own Drivers' personal data for employment / engagement purposes. Provider will ensure it has the necessary legal basis, consents, and notices in place for the collection, processing, and sharing of Driver data through the Platform.

8.3 Provider business data

Provider retains ownership of its own business data (company profile, fleet records, pricing, internal notes) and grants TransMov a limited license to use such data as necessary to operate the Platform — routing trips, displaying Provider to matched Customers, calculating performance tiers, generating reporting. TransMov will not sell Provider's business data to third parties.

9. Confidentiality

Each party will keep confidential any non-public information the other designates as, or a reasonable party would understand to be, confidential — including business plans, pricing, customer lists, technical specifications, and this Agreement's terms. Confidentiality obligations continue for three (3) years after termination, except for trade secrets, which remain confidential for as long as they qualify as trade secrets under applicable law.

10. Intellectual property; branding; Customer interactions

10.1 TransMov IP

The Platform is the exclusive property of TransMov and its licensors. This Agreement grants Provider a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to use the Platform during the term, solely to receive and fulfill Trips and related permitted activities. All other rights are reserved.

10.2 Provider branding

Provider grants TransMov a limited, non-exclusive, royalty-free license to display Provider's name, logo, and business profile on the Platform to matched Customers for matching, selection, and post-trip reporting. TransMov will stop on Provider's written request after Provider has terminated its use of the Platform.

10.3 Customer relationships — no bypass

Provider will not use Platform data or interactions to establish or maintain a direct commercial relationship with a Customer, an End-Passenger, or a Customer's client outside the Platform (see Section 11), solicit Customer / End-Passenger contact information from Drivers or subcontractors for off-platform purposes, or disparage TransMov or a Customer in communications.

10.4 Feedback

If Provider provides TransMov with suggestions or feedback, Provider grants TransMov a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate the Feedback into the Platform or TransMov's business, without obligation or attribution.

10.5 Restrictions

Provider will not reverse-engineer, decompile, disassemble, or derive the Platform's source code (except where applicable law expressly permits this notwithstanding contractual restriction); modify or create derivative works; scrape, crawl, or bulk-download except via documented APIs and rate limits; benchmark against a competing product; or use the Platform to build, train, or improve any competing product, AI/ML model, or data product.

11. Non-disintermediation and non-circumvention

Provider acknowledges that Customer relationships, End-Passenger relationships, and the brokering function of the Platform are TransMov's core commercial assets.

11.1 No solicitation outside the Platform

During the term of this Agreement and for twelve (12) months after termination, Provider will not, directly or indirectly, use contact information, booking information, Trip information, or any other data received through the Platform (including via Customer workflows, Trip notes, in-app messaging, tracking links, SMS, email, driver meet-and-greet interactions, or paper trip sheets generated through the Platform) to:

• Solicit any Customer, End-Passenger, or Customer's client to purchase transportation services from Provider outside the Platform
• Bypass the Platform for any booking that originated, or was introduced to Provider, through the Platform
• Disclose, sell, transfer, license, or otherwise share Customer or End-Passenger contact information with any third party, except as strictly necessary to fulfill the specific Trip for which it was shared

11.2 No poaching

During the term and for twelve (12) months after termination, Provider will not solicit TransMov employees, contractors, or Customers for the purpose of establishing a competing platform or transportation-coordination service.

11.3 Injunctive relief

Provider agrees that a breach of this Section 11 would cause TransMov irreparable harm for which monetary damages would be inadequate, and that TransMov is entitled to seek injunctive relief, specific performance, and any other equitable remedy, in addition to damages and any other remedy available at law or in equity, without the need to post bond.

12. Vetted Supplier Network (VSN) — where applicable

If Provider is admitted to the VSN, Provider additionally represents, warrants, and agrees:

• Provider will maintain an elevated level of accuracy and currency in its compliance documents (license, insurance, operating authority, beneficial ownership)
• Provider will notify TransMov within five (5) business days of any material change to licensing, insurance, compliance, or ownership status
• TransMov may classify Provider into a performance tier (Elite / Premium / Standard) based on platform-observed performance; such classification is TransMov's sole discretion and is not a guarantee or endorsement of Provider's services
• Provider may be removed from the VSN at any time, in TransMov's sole discretion, including for performance issues, compliance lapses, Customer complaints, safety-related events, or any other reason TransMov determines inconsistent with the VSN's quality posture
• TransMov makes no guarantee of Trips, revenue, or Customer placements through the VSN

13. Fees and payments

13.1 Current phase — no fees, no payouts

• No fees are payable by Provider to TransMov for registration, Platform access, ordinary onboarding, or participation in ordinary matching
• No fees, commissions, or payouts are payable by TransMov to Provider for any Trip
• Customer pays Provider directly, outside the Platform, on terms agreed between Customer and Provider (a contract to which TransMov is not a party)
• TransMov does not collect, hold, escrow, route, settle, or disburse any payment between Customer and Provider

13.2 Future phases

TransMov may, on at least 60 days' prior written notice, introduce fees, commissions, or payment services applicable to Provider. On the effective date, Provider's continued use of the Platform constitutes acceptance. Provider may terminate before the effective date without penalty; no refund or payment is due to Provider for Trips already fulfilled (those settle directly between Customer and Provider).

13.3 Provider's own tax obligations

Provider is solely responsible for all tax obligations arising from its transportation business — income, VAT, GST, sales, payroll, and employment tax; any tax collection required from Customers or End-Passengers; and any invoice or tax document required by applicable law. TransMov does not provide tax advice, does not withhold taxes from any payment not routed through TransMov, and is not responsible for Provider's tax positions.

13.4 No guarantee of volume

TransMov makes no guarantee of Trip volume, revenue, or matching outcome, and Provider has not relied on any such representation.

14. Insurance

14.1 Minimum coverage

Provider will maintain, at its own expense, insurance at least equal to the following (or the minimum required by law in the jurisdiction of the Trip, whichever is greater), with a reputable insurer, in force throughout the term and for not less than twelve (12) months after termination:

• Commercial automobile liability covering every Vehicle — US$1,000,000 per occurrence, combined single limit
• Commercial general liability — US$1,000,000 per occurrence / US$2,000,000 aggregate
• Workers' compensation at the statutory minimum for each Driver or employee, where required
• Employer's liability — US$500,000 per accident, where applicable
• Such additional coverage (umbrella / excess liability, cyber, EPL) as a reasonably prudent commercial ground-transportation business would maintain

14.2 Additional insured

Where commercially reasonable and available, Provider will name TransMov (and, on request, a Customer) as an additional insured on its commercial auto liability and general liability policies, on a primary and non-contributory basis.

14.3 Certificates and notice

Provider will provide certificates of insurance on reasonable request and will notify TransMov within five (5) business days of any material change — cancellation, non-renewal, or reduction in limits.

14.4 Provider bears insurance risk

Provider acknowledges that TransMov does not insure, indemnify, or otherwise bear any share of the transportation-liability, employment-liability, or vehicle-liability risk associated with Provider's operations. Provider's insurance is the primary and exclusive source of coverage for all risks associated with Trips; any TransMov insurance is excess and non-contributory.

15. Compliance with law

Provider will comply with all applicable law — transportation, labor and employment, tax, data protection (GDPR, UK GDPR, CCPA/CPRA, and other regimes), sanctions and export control (US OFAC, EU, UK, UN, equivalents), anti-corruption (US FCPA, UK Bribery Act, equivalents), anti-trafficking, anti-discrimination, and safety / accessibility. Provider will cooperate with any regulatory inquiry or investigation involving a Trip booked through the Platform and will promptly notify TransMov of any such inquiry.

16. Warranties and disclaimers

Provider's warranties are in Section 5 and elsewhere in this Agreement and are continuing.

The Platform is provided on an "as is" and "as available" basis. To the maximum extent permitted by applicable law, TransMov makes no representations, warranties, or conditions of any kind, whether express, implied, statutory, or otherwise, with respect to the Platform, any Trip, any Customer, any End-Passenger, any data received through the Platform, or any matter arising out of or relating to this Agreement. TransMov specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, availability, and any warranty arising out of course of dealing or trade usage.

TransMov does not warrant that the Platform will be uninterrupted, error-free, secure, or free of harmful components. TransMov does not warrant any particular Customer, Trip volume, revenue, matching outcome, or Customer behavior. TransMov does not warrant the accuracy or completeness of data submitted to the Platform by any party.

17. Indemnification — broad liability shift to Provider

17.1 Provider's indemnity

Provider will defend, indemnify, and hold harmless TransMov, its affiliates, and each of their respective officers, directors, employees, agents, contractors, Customers, sub-processors, successors, and assigns (each, an "Indemnified Party") from and against any and all third-party claims, demands, actions, suits, investigations, regulatory enforcement actions, proceedings, damages (including direct, indirect, consequential, exemplary, and punitive), fines, penalties, settlements, judgments, liabilities, losses, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• (a) Transportation services. Any Trip or transportation service performed, attempted, booked, dispatched, or coordinated by or on behalf of Provider — including any injury (including death), illness, disability, emotional distress, property damage, theft, loss, delay, cancellation, no-show, route deviation, or dispute suffered by, caused to, or alleged by any End-Passenger, Driver, Vehicle occupant, Customer, third party, or regulator
• (b) Provider's employees, Drivers, and subcontractors. Any act, omission, claim, or regulatory action relating to Provider's employment, engagement, supervision, compensation, classification, training, discipline, or termination of any Driver, subcontractor, or employee — including claims of misclassification, unpaid wages or benefits, workers' compensation, harassment, discrimination, unsafe working conditions, or wrongful termination
• (c) Vehicles. Any Vehicle used to fulfill a Trip — condition, maintenance, inspection, registration, insurance, licensing, compliance status, defect, or recall
• (d) Breach of reps or covenants. Any breach of any representation, warranty, covenant, or obligation under this Agreement (including Sections 5, 6, 8, 11, 14, and 15)
• (e) Compliance violations. Any violation by Provider, Drivers, or subcontractors of applicable law — transportation, labor, tax, data-protection, anti-corruption, sanctions, anti-trafficking, or anti-discrimination
• (f) Personal data. Any handling of personal data received through the Platform inconsistent with Section 8 or applicable law, including any data-protection enforcement action, fine, or data-subject claim
• (g) Misrepresentation. Any misrepresentation, omission, falsification, or inaccuracy in any information provided — including false or outdated licensing, insurance, ownership, Driver-qualification, or Vehicle-condition data
• (h) Third-party IP. Any third-party claim that content Provider submits to the Platform (branding, descriptions, communications, photos) infringes a third-party right
• (i) Off-platform conduct. Any act or omission by Provider, Drivers, or subcontractors that occurs off-platform but that a third party attributes to TransMov because of Provider's involvement with the Platform
• (j) Disputes with Customers or End-Passengers. Any dispute between Provider and a Customer, End-Passenger, Driver, or third party relating to a Trip, payment, booking, or other matter — excepting only disputes directly and solely arising from TransMov's gross negligence or willful misconduct as to the operation of the Platform itself

17.2 Scope; survival

The foregoing indemnity is in addition to, and not in limitation of, any other remedy. It applies regardless of whether the Losses are caused by negligence (including Provider's own negligence), except to the extent Losses are finally determined by a court or arbitrator to have arisen from the gross negligence or willful misconduct of the Indemnified Party. The indemnity survives termination or expiration.

17.3 Procedure

TransMov will (a) promptly notify Provider of any claim for which it seeks indemnity; (b) give Provider sole control over the defense and settlement, provided that no settlement may admit liability or impose any obligation on an Indemnified Party without that Indemnified Party's prior written consent (not unreasonably withheld); and (c) cooperate with reasonable assistance at Provider's expense. TransMov may, at its option, participate in the defense at its own expense. Failure to give prompt notice does not relieve Provider except to the extent Provider is materially prejudiced.

18. Limitation of TransMov's liability

18.1 Exclusion of indirect damages

To the maximum extent permitted by applicable law, TransMov will not be liable to Provider or to any other party for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenues, lost business opportunities, loss of goodwill, or loss or corruption of data, regardless of the theory of liability (contract, tort, strict liability, or otherwise) and even if TransMov has been advised of the possibility of such damages.

18.2 Cap

To the maximum extent permitted by applicable law, and except for TransMov's breach of Section 9 (Confidentiality): TransMov's total aggregate liability to Provider, under or in connection with this Agreement, for all claims of any kind, whether in contract, tort, statute, or otherwise, will not exceed the greater of (a) the total fees Provider has actually paid to TransMov in the twelve (12) months preceding the event giving rise to the claim, or (b) US$100. In the current Phase 1, Provider does not pay any fee to TransMov (Section 13.1); accordingly, TransMov's total aggregate liability to Provider under this Agreement during Phase 1 is US$100 in the aggregate.

18.3 No liability for Trips

TransMov has no liability whatsoever for any loss, damage, injury, delay, cancellation, dispute, regulatory action, or other claim arising from a Trip, a transportation service, a Vehicle, a Driver, or an act or omission of Provider or any party for whom Provider is responsible. All such risk is, by this Agreement, expressly allocated to Provider, who is the sole provider of the transportation service and the sole party with the ability to insure, supervise, and control the service. This allocation is a material and essential basis of the bargain; fees (or the absence of fees) reflect it.

18.4 No liability for Customer or End-Passenger conduct

TransMov has no liability to Provider for any act, omission, representation, or non-payment by a Customer, an End-Passenger, or any third party. Provider's recourse for any payment or conduct dispute is against that Customer or End-Passenger directly, not against TransMov.

18.5 Essential purpose

The limitations in this Section 18 apply even if a remedy fails of its essential purpose. The parties acknowledge that the allocation of risk in this Agreement is an essential basis of the bargain.

19. Suspension and termination

19.1 Term

This Agreement is effective on acceptance and continues until terminated by either party under this Section.

19.2 TransMov's suspension / termination rights — broad

TransMov may, at any time, in its sole reasonable discretion, and with or without prior notice, suspend Provider's access to the Platform (in whole or in part), limit Provider's functionality, remove Provider from the Vetted Supplier Network, decline to match Provider with any particular Customer, or terminate this Agreement, if TransMov determines that any of the following exists or has occurred:

• Provider has breached, or is reasonably suspected to be in breach of, any provision
• Provider's continued use of the Platform poses a risk to the safety or well-being of any Customer, End-Passenger, Driver, third party, the Platform, or TransMov's business or reputation
• Provider's compliance documents (licensing, insurance, operating authority, beneficial ownership) have lapsed, have been revoked, are reasonably suspected to be inaccurate, or cannot be reconfirmed on request
• A Customer has reasonably-grounded concerns about Provider's conduct or quality
• Provider is placed on a sanctions list, is the subject of a material regulatory enforcement action or investigation, or is reasonably suspected of activity inconsistent with applicable law
• A Driver's conduct, if attributable to Provider, would reasonably cause TransMov concern
• Provider has been the subject of repeated complaints, refund demands, or disputes from Customers or End-Passengers
• TransMov is required to suspend or terminate by applicable law, regulator order, or a Customer's documented demand
• Provider has engaged in, or is reasonably suspected to have engaged in, fraud, misrepresentation, falsification of records, or gaming of the Platform's usage, matching, or rating mechanisms
• TransMov discontinues the Platform or any feature of it

19.3 Provider termination

Provider may terminate at any time, for any reason, on at least thirty (30) days' prior written notice to legal@transmov.com and by completing any reasonable off-boarding steps TransMov specifies.

19.4 Effect of termination

• Provider's access to the Platform (or the suspended portion) ceases immediately (or at the end of the notice period)
• Provider remains obligated to fulfill all Trips already accepted, unless TransMov and the Customer instruct otherwise
• Provider will promptly delete or return Customer data, End-Passenger data, and confidential information, except as strictly necessary for already-accepted Trips, legal compliance, or defense of claims
• Sections 5, 8, 9, 10, 11 (for the specified period), 13 (accrued amounts), 14 (ongoing coverage), 15, 16, 17, 18, and 22 survive
• Termination does not limit TransMov's rights under Section 17 or Section 18 for matters that arose before termination

20. Independent contractor status

Provider is, at all times, an independent business operating its own transportation service. Provider is not TransMov's employee, agent, partner, franchisee, or joint venturer. Neither Provider nor any Driver or subcontractor is eligible for any TransMov employee benefit, compensation, workers' compensation (from TransMov), or unemployment insurance (from TransMov). Provider has no authority to bind TransMov or to make any representation on TransMov's behalf.

Provider acknowledges that TransMov does not control Provider's business operations, schedule, pricing (except as displayed on the Platform by Provider's own choice), methods of trip execution, fleet composition, hiring and firing of Drivers, or day-to-day activity. Provider's participation on the Platform is one element of Provider's independent business, and Provider is free to work with other platforms, customers, and clients.

21. Force majeure

Neither party is liable for any failure or delay in performance (other than a payment obligation, which is not excused by force majeure) caused by an event beyond its reasonable control, including acts of God, natural disasters, war, terrorism, riot, civil unrest, government action or order, pandemic or epidemic, supply-chain disruption, power failure, internet or third-party-infrastructure failure, or denial-of-service attack.

22. Governing law and dispute resolution

22.1 Governing law

This Agreement is governed by the laws of the State of Delaware, United States, without regard to its conflict-of-laws rules. The UN Convention on Contracts for the International Sale of Goods does not apply. For Providers operating primarily outside the United States, an Order Form may specify a different governing law.

22.2 Negotiate first

The parties will first attempt in good faith to resolve any dispute through executive-level negotiation within thirty (30) days of written notice of the dispute.

22.3 Arbitration

If the parties cannot resolve a dispute through negotiation, the dispute will be finally resolved by binding arbitration under JAMS Comprehensive Arbitration Rules, by a single arbitrator, in Wilmington, Delaware, United States, in English. Either party may seek interim relief from a court of competent jurisdiction where necessary to preserve rights pending arbitration, without waiving the agreement to arbitrate.

22.4 No class actions

To the extent permitted by law, the parties waive any right to pursue disputes on a class or collective basis; disputes are resolved only on an individual basis.

22.5 Small claims

Notwithstanding the foregoing, either party may bring a claim in small-claims court (or equivalent tribunal of limited jurisdiction) if the amount in controversy is within that court's jurisdictional limit.

22.6 Equitable relief

Either party may seek injunctive or equitable relief in a court of competent jurisdiction for actual or threatened breach of Section 9, Section 10, or Section 11.

23. General

23.1 Notices

Notices to TransMov must be in writing and given by email to legal@transmov.com. TransMov may give notice to Provider by email to the address Provider has provided on the Platform, or by in-Platform notice. Notices are deemed received the business day after they are sent, if sent before 5:00 pm recipient time on a business day.

23.2 Assignment

Provider may not assign this Agreement, or any right or obligation under it, without TransMov's prior written consent, which may be withheld in TransMov's sole discretion. Any purported assignment in breach of this Section is void. TransMov may assign this Agreement at any time, on notice to Provider, to an affiliate or to a successor by merger, acquisition, or sale of all or substantially all assets.

23.3 No third-party beneficiaries (except as specified)

This Agreement is for the benefit of the parties only, except that TransMov's affiliates, Customers, and sub-processors are third-party beneficiaries of Sections 17 (Indemnification) and 18 (Limitation of Liability) and may enforce those sections directly.

23.4 Severability and waiver

If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the rest of the Agreement will remain in effect. A waiver is effective only if in writing and does not constitute a waiver of any subsequent right.

23.5 Entire agreement; order of precedence

This Agreement (with any applicable Order Form, the AUP, the Privacy Policy, the Cookie Policy, and any VSN Addendum) is the entire agreement between the parties and supersedes all prior and contemporaneous agreements. If there is a conflict, the order of precedence is: (1) the Order Form, (2) the VSN Addendum (as to VSN-specific matters), (3) this Agreement, (4) the AUP, (5) the Privacy Policy and Cookie Policy.

23.6 Amendment

TransMov may modify this Agreement from time to time. For material changes, TransMov will provide at least thirty (30) days' prior notice by email or in-Platform notice. If Provider does not accept, Provider may terminate before the effective date without penalty. Continued use after the effective date constitutes acceptance.

23.7 Electronic execution

The parties consent to electronic execution and acceptance. Click-wrap and electronic signatures have the same legal effect as handwritten signatures.

23.8 Interpretation

Headings are for convenience and do not affect interpretation. "Including" means "including without limitation." References to statutes include any successor. Any ambiguity is not construed against the drafter.

23.9 Language

The Agreement is executed in English. Any translation is for convenience only; the English version controls.

23.10 Counterparts; click-wrap

This Agreement may be executed in counterparts (including through click-wrap acceptance), each of which is an original and which together form one agreement.

24. Contact

For questions about this Agreement: legal@transmov.com.