SHARINGOS TERMS OF BUSINESS

Software Service

SharingOS Holdings, Ltd., a UK corporation, provides micro mobility sharing software and services pursuant to this Software Service Agreement and the Software Service Order Form(s) agreed to by the Customer named in the Software Service Order Form and SharingOS. By signing a Software Service Order Form, Customer expressly agrees to this Software Service Agreement.

1. Definitions.
Addendum means a document signed by the Customer, under which Customer may amend aspects of this Agreement at the rates specified therein. The Addendum shall be coterminous with and subject to the provisions of this Agreement;
Affiliates means in relation to any company: (a) any subsidiary or holding company of such company or any subsidiary of such holding company; or (b) any other entity controlling or controlled by such company.
Agreement means collectively the Order Form and this Software Service Agreement (as may be amended from time to time), together with any Addendum and/or Schedules;
Application means the SharingOS application which enables End Users to make use of the Vehicles using the System;
Business Day means a day other than a Saturday, Sunday or U.S. federal holiday;
Business means a business of operating a sharing mobility Vehicle hire system utilising the Custom Application and the Vehicles;
Custom Application means a version of the Application featuring Customer Branding with a statement "Powered by SharingOS" and including any error corrections, updates, upgrades, modifications and enhancements to it provided to Customer under this Agreement;
Customer means the individual or organization named in the Order Form purchasing the Services;
Customer Branding means electronic copies of Customer's logo and colour scheme as provided by Customer to SharingOS;
Custom System means a version of the System featuring Customer Branding with a statement "Powered by SharingOS";
End Users means individuals who make use or may make use of the Vehicles as customers of a Business;
Effective Date means the earlier of the effective date specified in the Order Form or first provision of the Service or Products;
Fees means the fees payable to SharingOS in accordance with the terms of this Agreement and the Order Form (and any Addendum);
Hosting Services means the services that SharingOS provides to allow Customer and End Users to access and use the Custom Application, including the regular hosting set-up and ongoing services as specified at SharingOS’ sole discretion.

4. Services.
(a) SharingOS shall procure the provision of the (i) Hosting Services; and (ii) Maintenance and Support Services to the Customer at its own discretion.
(b) The Access to Services does not include any resale or derivative use without the express written consent of SharingOS.
(c) Notwithstanding any other provision in this Agreement, SharingOS shall have no obligation to make the Custom Application available to End Users in the Territory until it is satisfied that (i) the Customer has complied with its obligations under clauses 7(b), 7(c) and 7(d); and (ii) the Custom System and Hosting Services are fully operational in the Territory.
(d) The Service Levels shall only apply after the expiry of the Stabilisation Period.

5. Custom Software.
(a) Customer shall provide to SharingOS in accordance with SharingOS's requirements the Customer Branding to be incorporated as part of the Custom Application.
(b) Customer shall provide such input and assistance as SharingOS may reasonably require in relation to its development of the Custom Application.
(c) SharingOS shall provide the Custom Application to Customer within 30 days of its receipt of Customer Branding.
(d) Customer shall have a period of 10 days from the delivery of the Custom Application ("Review Period") in which to request (acting reasonably) that SharingOS make changes to the Custom Application. Such request for changes shall be limited to changes solely related to the incorporation of Customer Branding ("Requested Change") as part of the Custom Application. SharingOS shall use its reasonable endeavours to make any Requested Change to the Custom Application within a reasonable period.
(e) The Custom Application shall be deemed to have been accepted by Customer either (i) if Customer does not request a Requested Change by the expiry of the Review Period; or (ii) where the Customer does request a change, once SharingOS has used its reasonable endeavours to make the Requested Change to the Custom Application or has, acting reasonably, informed Customer that the Requested Change is not possible.

6. SharingOS Obligations.
(a) SharingOS undertakes that it will perform all the Services.

7. Customer’s Obligations.
Customer shall:
(a) Use its best endeavours to promote, market and offer for use the Custom System to End Users in the Territory with all due care and diligence and in accordance with good industry practice;
(b) Provide SharingOS with (i) all cooperation reasonably required by SharingOS in relation to this Agreement; and (ii) all necessary access to such information as may reasonably be required by SharingOS, in order to render the Services, including, where applicable, Customer data, security access information and software interfaces to Customer's other business applications;
(c) Perform all other Customer responsibilities set out in this Agreement or in any of the Schedules with reasonable skill and care in a timely and efficient manner;
(d) Be solely responsible for satisfying all local operational, logistical, legal and/or other requirements connected with the use of the Custom System, Custom Application and/or Vehicles in the Territory, including (i) obtaining all regulatory, governmental or other licences, approvals and/or consents as may be necessary and ensuring that the Custom System and all Vehicles used in connection with the Business comply at all times with all applicable laws; (ii) ensuring that its operation of a Business utilising the Custom System and Custom Software and SharingOS's provision of the Services in accordance with the terms of this Agreement shall not breach any applicable data protection and/or privacy laws or regulations in the Territory; and (iii) making such arrangements as agreed between SharingOS and Customer to enable End Users in the Territory to make payments via the Custom Application;
(e) Have sufficient local suitably qualified operational and other staff to ensure the successful operation of the Business using the Custom System.

8. Fees.
Customer shall pay to SharingOS:
(a) An upfront fee (the “Upfront Fee”) as specified in the Order Form for Custom Application and Custom System development, setup, and remote training;
(b) Any optional fees (the “Optional Fees”) for optional services as specified in the Order Form, including but not limited to multilanguage capabilities, additional payment system related development or any locally necessary functionalities of the Custom Application or the Custom System; and
(c) Ongoing maintenance and service fees (the “Service Fees”) which shall be the higher of (i) the Minimum Monthly Fee; and (ii) volume based fees or End User payments revenue share, as specified in the Order Form.

9. Intellectual Property.
(a) SharingOS and/or its licensors own all Intellectual Property rights in and to the System, the Application, the Services and, except for any Intellectual Property rights which subsist in Customer Branding, the Custom Application and Custom System. Except as expressly stated herein (or any pre-existing rights Customer may have prior to the date of this Agreement), Customer does not acquire and agree not to assert any rights (whether of ownership or otherwise) in any Intellectual Property rights, or any other rights or licences in respect of the System, the Application, the Custom System, the Custom Application, the Services.
(b) The Services and Custom Application shall remain the exclusive property of SharingOS and Customer shall not remove any copyright, trademark, or other proprietary notice from the material found on the Services.

10. Limitation of Liability.
Each party's total aggregate liability (except with respect to payment of Fees) in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement or any collateral contract shall be limited to the greater of (i) one hundred per cent (100%) of the total Fees paid or payable by the Customer to SharingOS during the 12 month period immediately before the date on which the cause of action first arose or, if the cause of action arose during any period before 12 months had elapsed from the Effective Date, during that shorter period; or (ii) $10,000 USD.

14. Term.
Unless otherwise terminated in accordance with the provisions herein, this Agreement shall commence from the Effective Date and end on the date of the Initial Term. Thereafter, unless otherwise terminated in accordance with this Agreement, Customer’s subscription to the Service shall automatically continue in force for successive Renewal Periods unless terminated earlier in accordance with the provisions of Section 15.

15. Termination of Agreement.
Either party may terminate this Agreement by providing written notice to the other party at least three (3) months prior to the expiration of the Initial Term or any subsequent Renewal Period.
(b) Either party may terminate this Agreement immediately by providing written notice to the other party (i) in the event of a material breach by the other party if such breach remains uncured for a period of fifteen (15) calendar days following written notification to the party in breach, or (ii) if the other party becomes insolvent, fails to pay debts as they fall due or makes a general assignment for the benefit of creditors. Notwithstanding the foregoing, SharingOS may terminate the Agreement immediately upon discovery of any wanton or willful misconduct, gross negligence, or reckless disregard of any of the provisions of this Agreement by the Customer when using the Service.

16. Miscellaneous.
(a) Changes: SharingOS may change this Software Service Agreement at any time to reflect changes in law, technology, industry standards or the business. The latest version of this Software Service Agreement at the time of each Order Form shall apply to that particular Order Form. Continued use of the SharingOS Service or Products by Customer shall constitute acceptance of any new or modified version of this Software Service Agreement.
(b) Confidentiality: Each party shall maintain the confidentiality of the other party's confidential information during the Term and for three (3) years after the date of the last disclosure.
(c) Severability: If any provision in this Agreement is held to be invalid or unenforceable, it shall be reconstrued to reflect as closely as possible, its original intention, but all the remaining provisions shall remain in full force and effect.
(d) Assignment: Neither party may assign, transfer, declare a trust over the benefit of or otherwise dispose of this Agreement without the other party's written consent, which shall not be unreasonably withheld or delayed, except that SharingOS may assign this Agreement to any Affiliate or successor in interest, or in connection with a merger, consolidation, sale of all or substantially all of its assets, change of name or like event.
(e) Amendments; Waiver: Except as expressly provided herein, amendments to the Order Form must be in writing and signed by authorized representatives of both parties.
(f) Entire Agreement: Except in the case of fraud or fraudulent concealment, the Order Form and this Software Service Agreement (together with any Addendum) constitute the entire and only Agreement between Customer and SharingOS in relation to their subject matter and Customer acknowledges Customer has not been given or relied on any representation or other statement whatsoever other than those set out therein.

SCHEDULE 1 HOSTING SERVICES
(a) Hosting Set-Up, Installation and Configuration
SharingOS shall, subject to Customer's performance of its obligations hereunder, set-up, install and configure a hosting solution to allow, End Users to access and use the Custom Application via the Internet in the Territory.
(b) Security Services
In relation to the facility via which the Hosting Service is to be provided SharingOS shall provide the following security services thereto: (i) facility access shall be limited to the authorized SharingOS and contracted third-party personnel; and (ii) data access security shall be provided through managed firewall services with security on all web pages, a private network path for administration and SNMP monitoring, and fully hardened servers; or (iii) such other equivalent security services as SharingOS deems appropriate.
(c) Monitoring Services
SharingOS shall provide continuous monitoring of the computing, operating and networking infrastructure of the Application and all Services to detect and correct abnormalities. This includes environmental monitoring, network monitoring, load-balancing monitoring, web server and database monitoring, firewall monitoring, and intrusion detection.
(d) Back-Up, Archiving and Recovery Services
SharingOS shall develop the back-up Schedule, perform scheduled backups, provide routine and emergency data recovery, and manage the archiving process. The back-up Schedule shall include at least weekly full backups and daily incremental backups. In the event of data loss, SharingOS shall provide recovery services to try to restore the most recent backup.
(e) Release Management and Change Control
SharingOS shall provide release management and change control services to ensure that versions of servers, network devices, storage, operating system software and utility and application software are audited and logged, and that new releases, patch releases and other new versions are implemented as deemed necessary by SharingOS to maintain the Hosting Services.