REDPLATE GROUP TRANSPORTER SERVICES AGREEMENT

REDPLATE GROUP TRANSPORTER SERVICES AGREEMENT 

RedPlate Technologies Jamaica Limited

TRANSPORTER SERVICES AGREEMENT

Last update: May 4^th 2021

This Services Agreement (the “Agreement”) has been entered into on the…………day of………………………………….., 20… (the “Effective Date”), by and between:

1. RedPlate Technologies Jamaica Limited, a private limited liability company incorporated under the laws of Jamaica and having its registered offices at 16 Brompton Heights Unit #5 Mandeville PO Manchester Jamaica (hereinafter referred to as “RedPlate”); and,
2. ………………………………………………………………………………………………………………………………… a company incorporated under the laws of Jamaica and having its registered offices situated at ………………………………………………………………………………………………………………………… Jamaica (herein after referred to as the “Owner”) ; OR

• ………………………………………………………………………………………………………………………………… a citizen of Jamaica bearing national identification number………………………………….and with residential address situated at ……………………………………………………………………………………………………… Jamaica (herein after referred to as the “Owner”) (“The Owner”)

Redplate and the Owner are hereinafter referred to each as a Party and jointly as Parties.

WHEREAS:

The Owner is in the business of providing Transportation and/or Delivery Services;

AND WHEREAS RedPlate provides  lead generation to Transportation and Delivery Services providers by enabling an authorized transportation provider to provide Transportation and Delivery Services to an authorized user of RedPlate’s mobile applications;

AND WHEREAS the Parties wish to enter into this Agreement for Redplate to provide lead generation to support the Owner’s Transportation and/or Delivery Services;

THE PARTIES HAVE THEREFORE AGREED AS FOLLOWS:

1. Definitions

1.1          Affiliate means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest, the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on a winding up.

1.2.         City Addendum means an addendum or supplemental information to this Agreement setting forth additional Territory-specific terms, as made available and as updated by RedPlate from time to time.

1.3.         Device means a RedPlate Device or Transporter Provided Device, as the case may be.

1.4.         Driver App means RedPlate’s mobile application that enables transportation and delivery providers to access the RedPlate Services for the purpose of providing Transportation and Delivery Services to Users, as may be updated or modified by RedPlate at its discretion from time to time.

1.5.         Fare has the meaning set forth in Section 4.1.

1.6.         RedPlate Data means all data related to the access and use of the RedPlate Services hereunder, including all data related to users (including user Information), all data related to the provision of Transportation and/or Delivery Services by the Owner utilizing the RedPlate Services, the Driver App and the Transporter ID.

1.7          RedPlate Provided Device means a mobile device owned or controlled by RedPlate: (a) that meets the then-current RedPlate specifications for mobile devices, (b) on which the Driver App has been installed as authorized by RedPlate solely for the purpose of providing lead generation to the Owner’s Transportation and/or Delivery Services, and (c) is subject to the terms and conditions between Redplate and its mobile service provider.

1.8.         RedPlate Services mean RedPlate’s electronic services rendered via a digital technology platform, being on-demand intermediary and related services that enable transportation providers to provide Transportation and/or Delivery Services to users      seeking Transportation and/or Delivery Services; such RedPlate Services include access to the Driver App and RedPlate’s related software, websites, payment services as described in Section 4 below, and related support                services systems, as may be updated or modified by RedPlate at its discretion from time to time.

1.9.         Rides and/or Delivery Services has the meaning set forth in Section 3.1.

1.10.       Service Fee has the meaning set forth in Section 4.4. 

1.11.       Subscription Deposit means a non-refundable onetime payment equivalent to one (1) month or four (4) weeks of subscription fees that each Owner pays to RedPlate to allow the Owner to be processed, on boarded, provision of ongoing related support services, a RedPlate Provided Device, allowing for full access and to provide the RedPlate services.

1.12.       Subscription Fee means a sum of money that each Owner pays either on weekly or monthly basis to RedPlate to allow Owner to access and provide the RedPlate Services.

1.13        Territory means the city or town areas around Jamaica in which the Owner is enabled by the Driver App to provide its Transportation and/or Delivery Services.

1.14        Tolls means any applicable road, bridge, ferry, tunnel and airport charges and fees, including inner-city congestion, environmental or similar charges as reasonably determined by the RedPlate Services based on available information.

1.15        Transportation and/or Delivery Services means the provision of goods delivery and/or passenger transportation services to Users via the RedPlate Services in the Territory by the Owner using the Vehicle.

1.16.       Transporter means the Owner or an  employee or a person or company contracted by the Owner to carry out its/their Transportation and/or Delivery Services; and, (a) who meets the then current requirements of RedPlate or any of its Affiliates in the Territory to be an active driver using the RedPlate Services; (b) whom RedPlate, or any of its Affiliates authorizes to access the RedPlate Services to provide Transportation and Delivery Services; and (c) who has entered into the Transporter Addendum.

1.17.       Transporter Addendum means the terms and conditions that the Owner is required to enter into prior to such Owner providing Transportation and Delivery Services (as may be updated by RedPlate from time to time).

1.18.       Transporter ID means the identification and password key assigned by RedPlate to an Owner that enables them to use and access the Driver App.

1.19.       Transporter Provided Device means a mobile device owned or controlled by the Owner that is NOT supplied by Redplate for the purpose of such Owner using the Driver App to provide Transportation and/or Delivery Services.           

1.20.       User means an end user authorized by RedPlate to use RedPlate’s mobile application for the purpose of obtaining Transportation and/or Delivery Services offered by the Owner. 

1.21.       User Information means information about the User made available to the Owner in connection with such User’s request for and use of Transportation and/or Delivery Services, which may include the User’s name, pick-up location, contact information and photo.

1.22.       Vehicle means any vehicle owned and operated by the Owner that: (a) meets the then-current requirements of RedPlate or any of its Affiliates in the Territory; and (b) RedPlate authorizes for use by the Owner for the purpose of providing Transportation and/or Delivery Services.

2. Use of the RedPlate Services

2.1. Transporter IDs: RedPlate will issue a unique ID for each Transporter providing Transportation and/or Delivery Services to enable access and use of the Driver App on a Device in accordance with the Transporter Addendum and this Agreement. Transporter agrees to ensure that it will maintain Transporter IDs in confidence and not share with any third party for the purpose of providing Transportation and/or Delivery Services. Transporter will immediately notify RedPlate of any actual or suspected breach or improper use or disclosure of a Transporter ID or the Driver App.

2.2. Provision of Transportation and/or Delivery Services. When the Driver App is active, User requests for Transportation and/or Delivery Services may appear to a Transporter via the Driver App if the Transporter is available and in the vicinity of the User. If a Transporter accepts User’s request for Transportation and/or Delivery Services, the RedPlate Services will provide certain User Information to such Transporter via the Driver App, including the User’s first name and pickup location. Transporter will obtain the destination from the User, either in person upon pickup or from the Driver App if the User elects to enter such destination via RedPlate’s mobile application. Transporter acknowledges and agrees that once a Transporter has accepted User’s request for Transportation or Delivery Services, RedPlate’s mobile application may provide certain information about the Transporter to the User, including the Transporter’s first and last name, contact information, photo and location, and the Transporter’s Vehicle’s make and license plate number. The Transporter shall not contact any Users or use any User’s personal data for any reason other than for the purposes of fulfilling Transportation and/or Delivery Services. As between RedPlate and Transporter, Transporter acknowledges and agrees that: (a) Transporter is solely responsible for determining the most effective, efficient and safe manner to perform each instance of Transportation and/or Delivery Services; and (b) except for the RedPlate Services or any RedPlate Devices (if applicable), Transporter shall provide all necessary equipment, tools and other materials, at Transporter’s own expense, necessary to perform Transportation and/or Delivery Services.

2.3. Transporter’s Relationship with Users: Transporter acknowledges and agrees that Transporter’s provision of Transportation and/or Delivery Services to Users creates a legal and direct business relationship between Transporter and the User, to which neither RedPlate nor any of its Affiliates in the Territory is party. Neither RedPlate nor any of its Affiliates in the Territory is responsible or liable for the actions or inactions of User in relation to the activities of Transporter or any Vehicle. Transporter shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from its provision of Transportation and/or Delivery Services. Transporter acknowledges and agrees that it is solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a User or third party. Transporter acknowledges and agrees that RedPlate may release the contact and/or insurance information of a Transporter to a User upon such User’s reasonable request. Transporter acknowledges and agrees that, unless specifically consented to by a User, Transporter may transport or allow inside any Vehicle individuals other than a User and any individuals authorized by such User during the performance of Transportation and/or Delivery Services for such User. Transporter acknowledges and agrees that all Users should be transported directly to their specified destination, as directed by the applicable User, without unauthorized interruption or unauthorized stops.

2.4. Transporter’s Relationship with RedPlate: Transporter acknowledges and agrees that RedPlate’s provision to Transporter of the Driver App and the RedPlate Services creates a legal and direct business relationship between RedPlate and Transporter. RedPlate and its Affiliates in the Territory do not, and shall not be deemed to, direct or control Transporter generally or in their performance under this Agreement specifically, including in connection with the operation of Transporter’s business, the provision of Transportation and/or Delivery Services, the acts or omissions of Transporters, or the operation and maintenance of any Vehicles. Whilst authorized to provide Transportation and/or Delivery Services under this Agreement, Transporter retains the sole right to determine when and for how long each of them will utilize the Driver App or the RedPlate Services. Transporter retain the option, via the Driver App, to decline or ignore User’s request for Transportation or Delivery Services via the RedPlate Services, or to cancel an accepted request (whether such request was accepted directly or via a RedPlate Affiliate in the Territory acting as agent) for Transportation and Delivery Services via the Driver App, subject to RedPlate’s then-current cancellation policies. Transporter will not: (a) display RedPlate’s or any of its Affiliates’ names, logos or colors on any Vehicle(s); or (b) wear a uniform or any other clothing displaying RedPlate’s or any of its Affiliates’ names, logos or colors. The foregoing does not apply if Transporter and RedPlate have agreed otherwise or if so required by law. Transporter acknowledges and agrees that it has complete discretion to operate its independent business and direct its business at its own discretion, including the ability to provide services at any time to any third party separate and apart from Transportation and Delivery Services. For the sake of clarity, Transporter understands that Transporter retains the complete right to provide Transportation and/or Delivery Services to its existing customers and to use other software application services in addition to the RedPlate Services. RedPlate retains the right to, at any time in RedPlate’s sole discretion, deactivate or otherwise restrict Transporter from accessing or using the Driver App or the RedPlate Services in the event of a violation of this Agreement, a violation of a Transporter Addendum, Transporters disparagement of RedPlate or any of its Affiliates, Transporter’s act or omission that causes harm to RedPlate’s or its Affiliates’ brand, reputation or business as determined by RedPlate in its sole discretion. RedPlate also retains the right to deactivate or otherwise restrict Transporter from accessing or using the Driver App or the RedPlate Services for any other reason at the sole and reasonable discretion of RedPlate.

2.6. Ratings.

2.6.1. Transporter acknowledges and agrees that: (a) after receiving Transportation and/or Delivery Services, a User will be prompted by RedPlate’s mobile application to provide a rating of such Transportation and/or Delivery Services and Transporter and, optionally, to provide comments or feedback about such Transportation and/or Delivery Services and Transporter; and (b) after providing Transportation and/or Delivery Services, the Transporter will be prompted by the Driver App to provide a rating of the User and, optionally, to provide comments or feedback about the User. Transporter shall provide ratings and feedback in good faith.     

2.6.2. Transporter acknowledges that RedPlate desires that Users have access to high-quality services via RedPlate’s mobile application. In order to continue to receive access to the Driver App and the RedPlate Services, each Transporter must maintain an average rating by Users that exceeds the minimum average acceptable rating established by RedPlate for the Territory, as may be updated from time to time by RedPlate in its sole discretion (“Minimum Average Rating”). In the event a Transporter’s average rating falls below the Minimum Average Rating, RedPlate will notify Transporter and may provide the Transporter in RedPlate’s discretion, a limited period of time to raise his or her average rating above the Minimum Average Rating. If such Transporter does not increase his or her average rating above the Minimum Average Rating within the time period allowed (if any), RedPlate reserves the right to deactivate such Transporter’s access to the Driver App and the RedPlate Services. Additionally, Transporter acknowledges and agrees that repeated failure by a Transporter to accommodate User requests for Transportation and or Delivery Services while such Transporter is logged in to the Driver App creates a negative experience for Users of RedPlate’s mobile application. Accordingly, Transporter agrees and shall ensure that if it does not wish to provide Transportation and or Delivery Services for a period of time, such Transporter will log off of the Driver App.

2.6.3. RedPlate and its Affiliates reserve the right to use, share and display Transporter and User ratings and comments in any manner in connection with the business of RedPlate and its Affiliates without attribution to or approval of Company or the applicable Transporter. Transporter acknowledges that RedPlate and its Affiliates are distributors (without any obligation to verify) and not publishers of Transporter and User ratings and comments, provided that RedPlate and its Affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws, or RedPlate’s or its Affiliates’ content policies.

2.7. Devices.

2.7.1. RedPlate encourages Transporters to use RedPlate Transporter Provided Devices for providing the Transportation and/or Delivery Services, which RedPlate will supply to each Transporter upon successful completion of the on boarding process and provide the necessary wireless data plan for such Devices, provided that RedPlate will require reimbursement from Transporter for the costs associated with the wireless data plan of each Device and/or request a deposit for each RedPlate Device. Transporter acknowledges and agrees that: (a) RedPlate Devices may only be used for the purpose of enabling Transporter access to the RedPlate Services (such RedPlate Devices may or may not allow for telephone calls or SMS not associated with the RedPlate Services but does include basic functionality such as the RedPlate Device’s calculator, etc.); and (b) RedPlate Devices may not be transferred, loaned, sold or otherwise provided in any manner to any party other than the assigned Transporter to use such RedPlate Device. RedPlate Devices shall at all times remain the               property of RedPlate, and upon termination of this Agreement or the termination or deactivation of a Transporter, agrees to return to RedPlate the applicable RedPlate Devices within Five (5) days. Transporter acknowledges and agrees that failure to timely return any RedPlate Devices, or damage to RedPlate Devices outside of “normal wear and tear”, will result in the forfeiture of related deposits.

2.7.2. If the Owner elects to use their own mobile devices: (i) the Owner and/or its Transporters are responsible for the             acquisition, cost and maintenance of such mobile devices as well as any necessary wireless data plan; and (ii) RedPlate shall make available the Driver App for installation on such mobile devices.

2.7.3. RedPlate hereby grants the authorized user of any provided Device personal, non-exclusive, non-transferable user right to install and use the Driver App on a provided Device solely for the purpose of providing Transportation and/or Delivery Services. The Owner agrees to not, and shall cause each applicable Transporter to not, provide, distribute or share, or enable the provision, distribution or sharing of, the Driver App (or any data associated therewith) with any third party. The foregoing right shall immediately terminate and Transporter will delete and fully remove the Driver App from the provided Device in the event that the Owner and/or the applicable Transporter ceases to provide Transportation and/or Delivery Services using the provided Device. Company agrees, and shall inform each applicable Transporter that: (i) use of the Driver App on a provided Device requires an active data plan with a wireless carrier associated with the provided Device, which data plan will be provided by either Company or the applicable Transporter at their own expense; and (ii) use of the Driver App on a provided Device as an interface with the RedPlate Services may consume very large amounts of data through the data plan. RedPlate advises that provided Devices should only be used under a data plan with unlimited or very high data usage limits, and RedPlate shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan.

2.8. Location Based Services: Transporter acknowledges and agrees that each Transporter’s geo-location information must be provided to the RedPlate Services via a Device in order to provide Transportation and/or Delivery Services. The Owner also acknowledges and agrees, and shall inform and obtain the consent of each Transporter, that: (a) the Transporter’s geo-location information will be monitored and tracked by the RedPlate Services when logged into the Driver App and available to provide Transportation and/or Delivery Services, or when the Transporter is providing Transportation and/or Delivery Services; and (b) the approximate location of the Transporter’s Vehicle will be displayed to the User before and during the provision of Transportation and Delivery Services to such User. In addition, RedPlate may monitor, track and share a Transporter’s geo-location information obtained by the Driver App and Device for safety, security, technical, marketing and commercia purposes, including to provide and improve RedPlate’s products and services.

3. Transporters and Vehicles

3.1. Transporters Requirements: Transporters acknowledges and agrees that each Transporter shall at all times: (a) hold and maintain (i) a valid driver’s license with the appropriate level of certification to operate the Vehicle assigned to such Transporter, and (ii) all licenses, permits, approvals and authority Applicable to the Transporter that are necessary to provide Transportation and/or Delivery Services to third parties in the Territory; (b) possess the appropriate and current level of training, expertise and experience to provide Transportation and/or Delivery Services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy. Transporter acknowledges and agrees that it may be subject to certain background and driving record checks from time to time in order for such Transporter to qualify to provide, and remain eligible to provide, Transportation and/or Delivery Services. In addition, if the Transporter is using the RedPlate App to provide Transportation and/or Delivery Services in conjunction with operating a taxi (“Taxi Services”), such Transporter shall comply with all applicable laws with respect thereto. Transporter acknowledges and agrees that RedPlate reserves the right, at any time in RedPlate’s sole discretion, to deactivate or otherwise restrict a Transporter from accessing or using the Driver App or the RedPlate Services if the Transporter fails to meet the requirements set forth in this Agreement or the Transporter Addendum.

3.2. Vehicle Requirements. Transporter acknowledges and agrees that each Vehicle shall at all times be: (a) properly registered and licensed to operate as a passenger and or delivery transportation vehicle in the Territory; (b) owned or leased by Transporter, or otherwise in their lawful possession; (c) suitable for performing the transportation and delivery services contemplated by this Agreement; and (d) maintained in safe, roadworthy and good operating condition, consistent with industry safety and maintenance standards for a Vehicle of its kind and any additional standards or requirements in the applicable Territory, and in a clean and sanitary condition which shall include maintaining at all times a valid Ministry of Transport Fitness Certificate for each Vehicle including, where applicable, in accordance with the terms of any relevant license.

3.3. Documentation. To ensure  the Transporter’s compliance with all requirements in Sections 3.1 and 3.2 above, and to allow RedPlate and any of its Affiliates in the Territory to comply with their regulatory requirements, it must provide RedPlate with copies of all such licenses, permits, approvals, authority, registrations and certifications (“Documentation”) prior to Transporter’s provision of any Transportation and/or Delivery Services utilizing Redplate Services. Thereafter, Transporter must submit to RedPlate copies    of all such documentation as it is renewed. RedPlate shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and Transporter’s failure to provide or       maintain any of the foregoing shall constitute a material breach of this Agreement. RedPlate and any of its Affiliates in the Territory reserve the right to independently verify Transporter’s Documentation from time to time in any way RedPlate deems appropriate in its reasonable discretion and Company consents, and represents and warrants that it has obtained consent from each of its Transporters, for RedPlate or any of its Affiliates in the Territory to undertake such verification.

4. 4. Financial Terms

4.1. Fare Calculation and Customer Payment: Transporter is entitled to charge fare for each instance of completed Transportation and Delivery Services provided to a User that are obtained via the RedPlate Services (“Fare”), where such Fare is calculated based upon base fare amount plus distance (as determined by RedPlate using location-based services enabled through the Device) and/or time amounts, as detailed at www.redplateco.com for the applicable Territory (“Fare Calculation”). Transporter is also entitled to charge User for any tolls, taxes or fees incurred during the provision of Transportation and Delivery Services, if applicable. Transporter: (i) appoints RedPlate as Transporter’s limited payment collection agent solely for the purpose of accepting the Fare, applicable Tolls and, depending on the region and/or if requested by Transporter, applicable taxes and fees from the User on behalf of the Transporter via the payment processing functionality facilitated by the RedPlate Services; and (ii) agrees that payment made by User to RedPlate shall be considered the same as payment made directly by User to Transporter. In addition, the parties acknowledge and agree that as between Transporter and RedPlate, the Fare is a recommended amount, and the primary purpose of the pre-arranged Fare is to act as the default amount in the event Transporter does not negotiate a different amount. Transporter shall always have the right to: (i) charge a fare that is less than the pre-arranged Fare; or (ii) negotiate, at Transporter’s request, a Fare that is lower than the pre-arranged Fare (each of (i) and (ii) herein, “Negotiated Fare”). RedPlate shall consider all such requests from Transporter in good faith. RedPlate agrees to remit to Transporter on at least a weekly basis: (a) the Fare less the applicable Service and Subscription Fee; (b) the Tolls; and (c) depending on the region, certain taxes and ancillary fees. If Transporter has separately agreed, other amounts may be deducted from the Fare prior to remittance to Transporter (e.g. vehicle financing payments, lease payments, mobile device usage charges, etc.), the order of those deductions from the Fare to be determined exclusively by RedPlate. Notwithstanding anything to the contrary in this Section.

4.2. If Transporter is providing Taxi Services, the following shall apply: (i) the Fare is calculated pursuant to local taxi regulations in the Territory; (ii) Transporter agrees to enter the exact Fare amount into the Driver App upon completion of an instance of Transportation Services; and (iii) in some jurisdictions, Users will pay such Transporter directly rather than through RedPlate’s mobile application (RedPlate will notify Transporter if (iii) is applicable).

4.3. Changes to Fare Calculation. RedPlate reserves the right to change the Fare Calculation at any time in its discretion based upon local market factors, and RedPlate will provide notice to Transporter in the event of such change that would result in a change in the recommended Fare. Continued use of the RedPlate Services after any such change in the Fare Calculation shall constitute Transporter’s consent to such change.

4.3. Fare Adjustment. RedPlate and/or its Affiliates in the Territory reserve the right to: (i) adjust the Fare for particular instance of Transportation and/or Delivery Services (e.g. Transporter took an inefficient route, Transporter fails to properly end a particular instance of Transportation and/or Delivery Services in the Driver App, technical error in the RedPlate Services, etc.); or (ii) cancel the Fare for a particular instance of Transportation and/or Delivery Services (e.g. User is charged for Transportation and or Delivery Services that were not provided, in the event of a User complaint, fraud, etc.). RedPlate’s decision to reduce or cancel the Fare in any such manner shall be exercised in a reasonable manner.

4.4. Fees

4.4.1 Subscription Fee. In consideration of RedPlate’s provision of the Driver App and the RedPlate Services, the Owner agrees to pay RedPlate a Subscription Fee on a Weekly or Monthly basis, (“Subscription Fee”). Unless regulations applicable to Transporter’s Territory require otherwise, taxes will be calculated and charged, and RedPlate shall calculate the Subscription Fee based on the Fee inclusive of such taxes. RedPlate reserves the right to change the Subscription Fee at any time in RedPlate’s discretion based upon local market factors, and RedPlate will provide notice to Transporter in the event of such change. Continued use of the RedPlate Services after any such change in the Subscription Fee calculation shall constitute Transporter’s consent to such change.

4.4.2 Service Fee. In consideration of RedPlate’s provision of the RedPlate Payment Services, the Owner agrees to pay RedPlate a service fee on a per Transportation and/or Delivery Services transaction basis calculated as a percentage of the Fare (regardless of any Negotiated Fare), as provided to Transporter via email or otherwise made available electronically by RedPlate from time to time for the applicable Territory (“Service Fee”). Unless regulations applicable to Transporter’s Territory require otherwise, taxes will be calculated and charged on the Fare, and RedPlate shall calculate the Service Fee based on the Fare inclusive of such taxes. RedPlate reserves the right to change the Service Fee at any time in RedPlate’s discretion based upon local market factors, and RedPlate will provide notice to Transporter in the event of such change. Continued use of the RedPlate Services after any such change in the Service Fee calculation shall constitute Transporter’s consent to such change.

4.5. Cancellation Charges. Transporter acknowledges and agrees that Users may elect to cancel requests for Transportation and/or Delivery Services that have been accepted by a Transporter (either directly or via RedPlate’s Affiliate in the Territory acting as agent) at any time prior to the Transporter’s arrival. In the event that User cancels an accepted request for Transportation or Delivery Services, RedPlate may charge the User a cancellation fee on behalf of the Transporter. If charged, this cancellation fee shall be deemed the Fare for the cancelled Transportation and/or Delivery Services for the purpose of remittance to Transporter hereunder (“Cancellation Fee”). The parties acknowledge that and agree that as between Transporter and RedPlate, this Cancellation Fee is a recommended amount, and the primary purpose of such Cancellation Fee is to act as the default amount in the event Transporter does not negotiate a different amount. Transporter shall always have the right to: (i) charge a cancellation fee that is less than the Cancellation Fee; or (ii) negotiate, at Transporter’s request, a cancellation fee that is lower than the Cancellation Fee (each of (i) and (ii) herein, a “Negotiated Cancellation Fee”). If charged, the Cancellation Fee (regardless of any Negotiated Cancellation Fee) shall be deemed the Fare for the cancelled Transportation and/or Delivery Services for the purpose of remittance to the Transporter hereunder.

4.6. Receipts: As part of the RedPlate Services, RedPlate provides a Transporter system for the delivery of receipts to Users for Transportation and/or Delivery Services rendered. Upon the completion of Transportation and/or Delivery Services for a User by a Transporter, RedPlate prepares an applicable receipt and issues such receipt to the User via email on behalf of the Transporter. Such receipts are also provided via email or the online portal available to the Transporter on the RedPlate Services. Receipts include the breakdown of amounts charged to the User for Transportation and/or Delivery Services and may include specific information about the Transporter, including the Transporter’s entity name and contact information and the Transporter’s name and photo, as well as map of the route taken by the Transporter. Company shall inform Transporters that any corrections to a User’s receipt for Transportation and/or Delivery Services must be submitted to RedPlate in writing within three (3) business days after the completion of such Transportation and/or Delivery Services. Absent such a notice, RedPlate shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Fare.

4.7. No Additional Amounts: Transporter acknowledges and agrees that, for the mutual benefit of the parties, through

advertising and marketing, RedPlate and its Affiliates may seek to attract new Users to RedPlate and to increase existing Users’ use of RedPlate’s mobile application. Transporter acknowledges and agrees such advertising or marketing does not entitle Transporter to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.

4.8. Taxes: The Owner acknowledges and agrees that it is required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to the provision of Transportation and/or Delivery Services as required by applicable law; and (b) provide RedPlate with all relevant tax information (including a valid GCT number belonging to a company and/or any

Transporter, if obtaining a GCT number is required of a company and/or any Transporter by applicable law). Transporter further acknowledges and agrees that its responsible for taxes on their own income arising from the performance of Transportation and Delivery Services. Notwithstanding anything to the contrary in this Agreement, RedPlate may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from the Transporter’s provision of Transportation and/or Delivery Services and/or provide any of the relevant tax information the Transporter has provided pursuant to the foregoing requirements in this Section directly to the applicable governmental tax authorities on Company’s and/or the applicable Transporter’s behalf or otherwise.

5. Proprietary Rights; License.

5.1. License Grant: Subject to the terms and conditions of this Agreement, RedPlate hereby grants Transporter non-exclusive, royalty-free, non-transferable, non-sub licensable, non-assignable license, during the term of this Agreement, to use the Driver App in connection with the provision by RedPlate of the RedPlate Services solely for the purpose of providing Transportation and/or Delivery Services to Users and tracking resulting Fares and Fees. All rights not expressly granted to Transporter are reserved by RedPlate, its Affiliates and their respective licensors.

5.2. Restrictions: Transporter shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the RedPlate Services, Driver App or any RedPlate Device in any way; (b) modify or make derivative works based upon the RedPlate Services or Driver App; (c) improperly use the RedPlate Services or Driver App, including creating Internet “links” to any part of the RedPlate Services or Driver App, “framing” or “mirroring” any part of the RedPlate Services or Driver App on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the RedPlate Services or Driver App; (d) reverse engineer, decompile, modify, or disassemble the RedPlate Services or Driver App, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, Transporter shall not, and shall not allow any other party to, access or use the RedPlate Services or Driver App to: (i) design or develop competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the RedPlate Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the RedPlate Services; or (iv) attempt to gain unauthorized access to the RedPlate Services or its related systems or networks, all except to the extent such actions must be allowed under Jamaican law.

5.3. Ownership The RedPlate Services, Driver App and RedPlate Data, including all intellectual property rights therein, and the RedPlate Devices are and shall remain the property of RedPlate, its Affiliates or their respective licensors. Neither this Agreement nor Transporter’s use of the RedPlate Services, Driver App or RedPlate Data conveys or grants to Transporter any rights: (a) in or related to the RedPlate Services, Driver App or RedPlate Data, except for the limited license granted above; or (b) to use or reference in any manner RedPlate, its Affiliates’, or their respective licensors’ company names, logos, product and service names, trademarks, service marks or other indicia of ownership. Additionally, Transporter acknowledges RedPlate’s rights in its RedPlate portfolio of trademarks and names, Including RedPlate, alone and in combination with other letters, punctuation, words, symbols and/or designs, the RedPlate Logo and “RedPlate Marks and Names”. Transporter agrees it will not try to register or otherwise claim ownership in any of the RedPlate          Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark or name.

6. Confidentiality

6.1. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party (“Confidential Information”). Confidential Information includes RedPlate Data, Transporter IDs, User Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.

6.2. Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers (“Permitted Persons”) as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information n less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party upon the termination of this Agreement    or at the request of the other party (subject             to applicable law and, with respect to RedPlate, its internal record-keeping requirements).

6.3. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.

8. Privacy. Subject to all applicable laws, RedPlate may provide to a third party any information (including personal data and any RedPlate Data) about Transporters provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident, between Transporter and a User; (b) it is necessary to enforce the terms of the Agreement; (c) it is required, in RedPlate’s or any Affiliate’s sole discretion, by Applicable law or regulation; (d) it is necessary, in RedPlate’s or any Affiliate’s sole discretion, to (1) protect the safety, rights, property or security of RedPlate, the RedPlate Services or any third party, (2) detect, prevent or otherwise address fraud, security or technical issues, and/or (3) prevent or stop activity which RedPlate or any of its Affiliates, in their sole discretion, consider to be, or to pose a risk of being, illegal, unethical or legally actionable; or (e) it is required or necessary, in RedPlate’s or any Affiliate’s sole discretion, for insurance or other purposes related Transporters ability to qualify, or remain qualified, to use the RedPlate Services. Transporter understands that RedPlate may retain Transporter (s) personal data for legal, regulatory, safety, and other necessary purposes after this Agreement is terminated. RedPlate processes personal data (including that referenced in Section 2.8 above) in accordance with its privacy policy located at www.redplateco.com.

8. Insurance

8.1. Owner agrees to maintain during the term of this Agreement on all Vehicles operated by, Transporters, Company and its Transporters, commercial automobile liability insurance that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy all applicable laws in Jamaica. This coverage must also include any no-fault coverage required by law that may not be waived by an insured.

8.2. Owner agrees to maintain during the term of this Agreement commercial general liability insurance that provides protection against personal injury, advertising injury and property damage to third parties at levels of coverage required by all applicable laws in Jamaica.            

8.3. Owner, if applicable, agrees to maintain during the term of this Agreement workers’ compensation insurance as required by all applicable laws in Jamaica. If permitted by applicable law, Transporter may choose to insure itself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Company’s subcontractors may also, to the extent permitted by applicable law, maintain occupational accident insurance in place of workers’ compensation insurance.

8.4. The Owner shall add RedPlate (or any Affiliate which may be designated by RedPlate from time to time) to Transporter’s insurance policies required in Sections 8.1 and 8.2 above as an additional insured, and shall, upon RedPlate’s request, provide RedPlate with a copy of such insurance certificate(s) within seven (7) days of such request. RedPlate may, at any time, verify Transporter, Company and its Transporters’ insurance coverage with insurance providers or third parties.

8.5. The Owner shall notify RedPlate (or any Affiliate that may be designated by RedPlate from time to time) as soon as reasonably possible, and in any case within thirty (30) days, of any incident which may give rise to an insurance claim.

9. Representations and Warranties; Disclaimers

9.1. By Owner:  Owner hereby represents and warrants that:    (a) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (b) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the term will not enter into, any agreement that would prevent it from complying with this Agreement; (d) it will comply with all applicable laws in its performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide (i) Transportation and/or Delivery Services using the Transporters and Vehicles pursuant to this Agreement, and (ii) passenger Transportation and/or Delivery Services to third parties in the Territory generally; and (e) it shall require all Transporters to comply with the Transporter Addendum, the applicable terms and conditions set forth in this Agreement and all applicable laws.

9.1.1. The Owner further acknowledges and agrees that RedPlate is a technology services provider that does not provide Transportation and/or Delivery Services or function as a transportation carrier or agent for the transportation of passengers and or goods and is not an employee, or agent of Owner.

9.2. Disclaimer of Warranties. RedPlate provides, and Owner accepts, the RedPlate Services, Driver App and the RedPlate Devices on an “as is” and “as available” basis. Neither RedPlate nor any of its Affiliates in the Territory represents, warrants or guarantees that Transporter’s or any Transporter’s access to or use of the RedPlate Services, Driver App or the RedPlate Devices: (a) will be uninterrupted or error free; or (b) will result in any requests for Transportation and Delivery Services. RedPlate functions as an on-demand lead generation and related service only and makes no representations, warranties or guarantees as to the actions or inactions of the Users who may request (either directly or via a RedPlate Affiliate in the Territory acting as agent) or receive Transportation and/or Delivery Services from Transporter hereunder, and RedPlate need not screen or otherwise evaluate Users. By using the RedPlate Services and Driver App, the Owner acknowledges and agrees that Transporter may be introduced to a third party (including Users) that may pose harm or risk to Transporter, or other third parties. Transporters are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the RedPlate Services or Driver App. Notwithstanding RedPlate’s appointment as the limited payment collection agent of Transporter for the purpose of accepting payment from Users on behalf of Transporter as set forth in Section above, RedPlate expressly disclaims all liability for any act or omission of Transporter, any User or other third party.

9.3. No Service Guarantee Neither RedPlate nor any of its Affiliates in the Territory guarantees the availability or uptime of the RedPlate Services or Driver App. Transporter acknowledges and agrees that the RedPlate Services or Driver App may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the RedPlate Services or Driver App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and neither RedPlate nor any of its Affiliates in the Territory is responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.

10. Indemnification

10.1. Owner shall indemnify and hold harmless RedPlate and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) Transporter’s breach of its representations, warranties or obligations under this Agreement; or (b) a claim by third party (including Users, regulators and governmental authorities) directly or indirectly related to Transporter’s provision of Transportation and/or Delivery Services, Taxi Services or use of the RedPlate Services.

10.2. The Owner shall be solely responsible for its Transporters’ provision of Transportation and/or Delivery Services or Taxi Services. As such, the Owner shall indemnify and hold harmless RedPlate and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes directly or indirectly arising out of or related to its Transporters’ provision of Transportation and/or Delivery Services or use of the RedPlate Services.

11. Limits of Liability. RedPlate and its Affiliates shall not be liable under or related to this Agreement for any of the following, whether based on contract, tort or any other legal theory, even if a party has been advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) Transporter’s or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. Transporter acknowledges and agrees that any and all claims Transporter has or purports to have against RedPlate and/or its Affiliates should be notified to RedPlate and/or its Affiliates within one (1) year after the event(s) that gave rise to such claim and that Owner forfeits all rights in respect of that claim if Transporter fails to do so. Nothing in this Section 11 purports to limit or exclude liability that cannot be limited or excluded by applicable law.

12. 12. Term and Termination

12.1. Term: This Agreement shall commence on the Effective Date that the Agreement is executed by the Parties  (electronically or otherwise) and shall continue until terminated as set forth herein.

12.2. Termination: Either party may terminate this Agreement: (a) without cause at any time upon seven (7) days prior notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency            or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment       (or similar action or event)  against the terminating party. In addition, RedPlate may terminate this Agreement or deactivate Transporter immediately, without notice, with respect to Company and/or any Transporter in the event Company and/or any Transporter, as applicable, no longer qualifies, under applicable law or the standards and policies of RedPlate, to provide Transportation and or Delivery Services or to operate the Vehicle, or as otherwise set forth in this Agreement.

12.3. Effect of Termination: Upon termination of the Agreement, Company and  all Transporters, as applicable, shall: (a) promptly return to RedPlate all RedPlate Devices; and (b) immediately delete and fully remove the Driver App from any applicable Provided Devices. Outstanding payment obligations and Sections 1, 2.3, 2.5, 2.6.3, 4.7, 4.8, 5.3, 6, 7, 9, 10, 11, 12.3, 13, 1 and 15 shall survive the termination of this Agreement.

13. Relationship of the Parties

13.1. Except as otherwise expressly provided herein with respect to RedPlate acting as the limited payment collection agent solely for the purpose of collecting payment from Users on behalf of Transporters, the relationship between the parties under this Agreement is solely that of independent contractors. The parties expressly agree that: (a) this Agreement is not an employment agreement, nor does it create  an employment relationship (including from a labor law, tax law or social security law perspective),  between RedPlate (or any of its Affiliates in the Territory) and Company or any Transporter; and (b) no joint venture, partnership, or agency relationship exists between RedPlate and User or RedPlate and any Transporter.

13.2. Transporter has no authority to bind RedPlate and undertakes not to hold itself out, and to ensure that  it does not hold himself or herself out, as an employee, agent or authorized representative of RedPlate or its Affiliates. Where, by implication of mandatory law or otherwise, Company or any Transporter may be deemed an employee, agent or representative of RedPlate, Company and any Transporter undertakes and agrees to indemnify, defend (at RedPlate’s option) and hold RedPlate and its Affiliates harmless from and against any claims by any person, entity, regulators or governmental authorities based on such implied employment, agency or representative relationship.

13.3. Transporter expressly acknowledges and agrees that by agreeing to the terms and conditions of this Agreement, Transporter intends to perform Transportation and/or Delivery Services in a non-incidental manner and, as such, RedPlate will consider  Transporters to be taxable persons in accordance with all applicable GCT and indirect tax legislation.

14. Miscellaneous Terms

14.1. Modification RedPlate reserves the right to modify the terms and conditions of this Agreement or the Transporter Addendum at any time, effective upon publishing an updated version of this Agreement or the Transporter Addendum, as applicable, on the online portal available to Transporter on the RedPlate Services. RedPlate reserves the right to modify any information referenced at    hyperlinks from this Agreement from time to time. Transporter hereby acknowledges and agrees that, by using the RedPlate Services, or downloading, installing or using the Driver App, Transporter is bound by any future amendments and additions to this Agreement, information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fare Calculations. Continued use of the RedPlate Services or Driver App after any such changes shall constitute Transporter’s consent to such changes.

14.2. Supplemental Terms: Supplemental terms may apply to Transporter’s use of the RedPlate Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). Transporter may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.

14.3. Severability: If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable (part of the) provision with (part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of this Agreement.

14.4. Assignment: The Owner may not assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party. RedPlate may assign or transfer this Agreement or any or all of its rights or obligations hereunder, in whole or in part, under this Agreement from time to time without consent.

14.5. Entire Agreement: This Agreement, including the recitals and all Supplemental Terms, constitutes the entire agreement and understanding of the Parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form part of this Agreement.

14.6. No Third Party Beneficiaries: Save where this agreement expressly confers rights on RedPlate Affiliates in the Territory, the parties acknowledge that there are no third party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third party beneficiary claims.

14.7. Notices. Any notice delivered by RedPlate to the Owner under this Agreement will be delivered by email to the email address associated with the Owner’s account or by posting on the online portal available  to the Owner on the RedPlate Services. Any notice delivered by the Owner to RedPlate under this Agreement will be delivered by contacting RedPlate at admin@redplateco.com or in the “Contact Us” section. Additional Territory-specific notices           may be required from time to time.

15. Governing Law; Arbitration. Except as otherwise set forth in this Agreement, this Agreement shall be exclusively governed by and construed in accordance with the laws of Jamaica, excluding its rules on conflicts of laws. Any dispute or difference between the Parties in connection with this Agreement shall be referred to Arbitration to be held in Kingston, Jamaica (unless some other venue is mutually agreed by the Parties) by an Arbitrator chosen jointly by both Parties within thirty days of the notification of the dispute by one party to the other. In any such arbitration proceeding:
16. English shall be the official language for all purposes.
17. The procedure to be followed shall be agreed by the Parties or in default of agreement determined by the Arbitrator.
18. In the event of the Parties’ failure to resolve the dispute within a further thirty (30) days of the referral to the Arbitrator the parties shall be entitled to take action as they deem fit in a court of competent jurisdiction in the island of Jamaica. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings, and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.

By clicking “I accept” or signing below (as such may be required by applicable law), Transporter expressly acknowledges that it has read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that Transporter agrees to be bound by the terms and conditions of this Agreement, and that Transporter is legally competent to enter into this Agreement with RedPlate.

Transporter Name: _________________________________

TRN#________________________________

Phone#_________________________________

Email Address: _________________________________

Transporter Signature: _____________________

Date: _________________________________