The following terms and conditions, as hereinafter amended from time to time by Link My Trip LLC, LLC shall apply to the relationship between you, the operator and your subsidiary and affiliates, and Link My Trip LLC. (see www.Link My Trip LLC.com/terms-and-conditions-for-providers.pdf). By undertaking the acceptance and performance of this order, the Operator is unconditionally expressly agreeing to the foregoing terms and conditions. 

These terms and conditions of service constitute a legally binding agreement (the “Agreement”) between Link My Trip LLC, LLC (“Link My Trip LLC,” “we,” “us,” “our” or “Licensor”) and you (“you,” “Operator”, “Licensee” or “Supplier”) and governing your use of the Link My Trip LLC application, website, and technology platform for on demand reservation generation, acceptance, and fulfillment of requests for charter-bus transportation services. 

PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS YOU AND LINK MY TRIP LLC HAVE AGAINST EACH OTHER CAN BE BROUGHT (SEE SECTION L BELOW). THESE PROVISIONS WILL REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST LINK MY TRIP LLC TO BINDING AND FINAL ARBITRATION IN ATLANTA, GEORGIA ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. 

By entering into this Agreement, you expressly acknowledge that you understand this Agreement (including the arbitration provisions of Section L) and accept all of its terms. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use or access the Link My Trip LLC application, website, or technology platform for on demand reservation generation, acceptance, and fulfillment of requests for charter-bus transportation services. 

A. SERVICES OF LINK MY TRIP LLC 

1. Link My Trip LLC shall base on its reasonable determination of suitability based on information provided by you to Link My Trip LLC (Availability Information as defined in C.1., below), deliver to you, on a non-exclusive basis, requests by end users, utilizing the Link My Trip LLC website, mobile application, email, or phone (“User) for charter-bus transportation services. In order for you to obtain such leads for the provision of charter services, Link My Trip LLC may solicit information from Users regarding dates of travel, pickup and final drop off locations, intermediate stops, number of passengers, type of vehicle requested, the name of the group leader representing the User (if someone other than the User), the identity of any Userpreferred motor coach transportation providers (including resellers of motor coach transportation services), and other information as determined in the sole discretion of Link My Trip LLC (“Travel Information”). At Link My Trip LLC’s discretion, utilizing Availability Information provided by you and other transportation providers, Link My Trip LLC shall attempt to match your apparent availability to fulfill the requested transportation as set forth in the Travel Information (“Travel Request”). Should Link My Trip LLC in its sole discretion determine based on Availability Information that you could potentially fulfill the Travel Request, Link My Trip LLC may choose to inform User of such determination and provide the User, based on your Availability Information, a Rate Quote (as defined in A.6., below), description(s) and picture(s) of the types of motor vehicle(s) you might use to fulfill the Travel Request, your Customer Ratings (as defined in subparagraph A.4., below), and other information Link My Trip LLC determines in its sole discretion (“Bid Information”). For each such Travel 

Request, Link My Trip LLC may, in such order above or below you (i.e., page ranking) as determined in Link My Trip LLC's sole discretion, provide Bid Information for other motor carriers or motorcoach transportation resellers (collectively "Providers"), including Providers in competition with you, it determines in its sole discretion could potentially fulfill the Travel Request, or a modification of the Travel Request (e.g., different travel dates) under commercially reasonable conditions. Such Bid Information for other Suppliers may contain, at Link My Trip LLC's discretion, additional, less, or differing information(e.g., badges, symbols, certifications, preferred relationships, services provided, text, etc.) than provided for you, and Users may be provided incentive to choose a Provider other than you. The User will then have the opportunity to select a supplier to request a price quote to fulfill the Travel Request. Upon such selection of Supplier by the User, Link My Trip LLC will notify Supplier of the User’s Travel Information, not including any contact or identifying information regarding the User, so that Supplier may submit a proposal to the User regarding availability to fulfill the Travel Request, the amount to be charged for fulfilling the Travel Request, and, if such can be determined at that time, the motor coach(es) that will be used to fulfill the Travel Request (“Selected Vehicle), and any terms and conditions (collectively "Proposal"). Such Proposal, or declination of the right to submit a Proposal, shall be sent to Link My Trip LLC within eight (8) hours of transmission to Supplier of the Travel Request; failure to respond within such time will result in notification to User of Supplier's decision not to submit a Proposal. Should the User accept such Proposal from Supplier, Supplier will be informed of the reservation (“Accepted Travel Request”). In its sole discretion, Link My Trip LLC shall provide Supplier with limited identification and contact information needed to fulfill the Accepted Travel Request. In addition, Link My Trip LLC will provide the User with certain information regarding Supplier, including limited contact information as Link My Trip LLC may in its sole discretion deem appropriate. You may not contact the User for any reason other than as necessary to fulfill the Accepted Travel Request. Link My Trip LLC has no obligation to keep a record of, or notify You of, when a User was supplied your Bid Information nor the identity or Bid Information of Provider(s) a User was presented. 

2. Link My Trip LLC shall provide Supplier with the ability to register for an account with Link My Trip LLC for Operators (“C4O”) to supply Availability Information (the “C4O Software”) and to use the C4O mobile application. Link My Trip LLC makes no representations or warranties whatsoever about the C4O software or the C4O mobile application. Failure to register, maintain an active registration, and to provide accurate, up-to-date Availability Information for each motor vehicle for which Supplier is soliciting reservations under this Agreement, or a breach of any such agreement by you, will relieve Link My Trip LLC from any obligation to provide any service to you pursuant to this Agreement. Unless otherwise agreed to by Link My Trip LLC in writing, the Link My Trip LLC Platform and C4O Software Account may only be used by persons who have the right and authority to enter into this Agreement and are fully able and competent to satisfy the terms, conditions, and obligations herein. The Link My Trip LLC Platform is not available to Suppliers who have had their Link My Trip LLC or C4O software accounts temporarily or permanently deactivated. You may not allow other persons to use your account with us, and you agree that you are the sole authorized user of your account. 

3. Link My Trip LLC shall, during such times as such is available from Link My Trip LLC for other Providers, provide Supplier with a mobile application that must be used in accordance with the instructions provided by Link My Trip LLC by assigned drivers while providing transportation services pursuant to this Agreement. Such mobile application must be installed on a mobile device utilized by the driver while providing service and will be used, in part, to provide Link My Trip LLC and Users with location, driver name, driver picture, driver contact information, and other information in order to provide Users with a good experience and for billing and payment purposes. Prior to assigning a driver to fulfill an Accepted Travel Request, Supplier shall notify, and obtain the consent for such collection and disclosure from, drivers that such information may be collected and transmitted to Link My Trip LLC and may be disclosed to third parties. Actively interacting with such mobile devices, particularly by the driver, while the motor coach is in operation must be in accordance with applicable federal, state, and local laws. 

4. You acknowledge and agree that at any point, Link My Trip LLC may contact Users and obtain from User a rating of Supplier, including comments or other feedback, about Supplier, including any aspect of completing the booking process, quality of the services provided and equipment utilized (including, for purposes of example only, whether the equipment matched the Selected Vehicle), whether the final price was the same as the quoted price, and any other items within Link My Trip LLC’s sole discretion. In addition, Link My Trip LLC may collect, utilizing information it obtains on the internet, including without limitation from sites that aggregate or collect customer ratings, customer satisfaction information regarding Supplier. Such information will be collected and made available to Users as an average (or weighted average with emphasis on ratings obtained by Link My Trip LLC directly from Users) rating and with the comments and feedback of Users (collectively “Customer Ratings”). Link My Trip LLC has no obligation to verify the accuracy of any User’s rating, feedback, or comments, although Link My Trip LLC is authorized by you to edit or remove User feedback that contains obscenities or other objectionable content, such as personally-identifiable information (e.g., date of birth, social security number, home address, etc.) or otherwise constitute an invasion of privacy or is racially, sexually, or similarly offensive. Such Customer Ratings are not a measure of compliance with Link My Trip LLC’s policies and/or recommendations but as a measure of customer satisfaction. Should Supplier’s Customer Ratings fall below such minimum as Link My Trip LLC may from time to time set, Link My Trip LLC may suspend Supplier’s account on Link My Trip LLC’s website; provided that upon such suspension, Supplier may continue to utilize the scheduling portal for its motor vehicles for a period not to exceed fourteen (14) calendar days. 

5. Link My Trip LLC shall make commercially-reasonable efforts to maintain its website and associated mobile applications so that they are up and functioning; however, Link My Trip LLC is not obligated pursuant to this Agreement or otherwise to guarantee up time, the absence of delays in processing, or absence of communication problems or delays, software bugs or design errors, errors in processing of requests or availability, or the absence of any other problems inherent in the use of the internet, electronic communications, computer processing, or development of software. 

6. Link My Trip LLC, utilizing the rates contained in the Availability Information for the selected motor vehicle and the User’s Travel Information and adding to the rate(s) provided such other amount as Link My Trip LLC may from time to time, in its sole discretion, add, Link My Trip LLC shall calculate the rate, or range of rates, Link My Trip LLC reasonably estimates the Supplier will charge the User to fulfill the Travel Request ("Rate Quote"). Link My Trip LLC does not warrant or guarantee to User or Supplier any degree of accuracy of the Rate Quote nor how close it is to the charge set forth in the Proposal, which amount is within the full discretion of Supplier.

7. For each Accepted Travel Request, User shall be required to provide payment, either by credit card or bank transfer (including ACH Transfer) to Link My Trip LLC for the full amount. Supplier shall confirm with Link My Trip LLC that payment has been made by User prior to the performance of service and/or as required by any terms and conditions set forth in the Proposal; Link My Trip LLC is only obligated to deliver, as specified below, such amounts as are paid by User and does not guarantee payment. Should User initiate any changes to the Accepted Travel Request (“Amended Accepted Travel Request”) resulting in an increased charge, as determined by Supplier, Link My Trip LLC shall likewise require immediate payment by User for the amount of the increased charge; however, Supplier shall confirm that the full amount has been paid to Link My Trip LLC prior to the performance of services as Link My Trip LLC shall only be obligated to pay such amounts paid by User to Link My Trip LLC for the services. Link My Trip LLC shall retain on deposit such payment(s) until the Supplier’s driver, utilizing the Link My Trip LLC mobile application, notifies Link My Trip LLC that the Accepted Travel Request, or the Amended Accepted Travel Request, if applicable, has been fulfilled and such is confirmed by the User or group leader utilizing the mobile application. Within thirty (30) business days, Link My Trip LLC shall instruct its bank to transmit based on previously provided account information from Supplier, the amounts due from User, less Link My Trip LLC’s commission. Provided, however, that should User submit a complaint regarding Supplier, such payment may be suspended until resolution of the Complaint; provided further that should a User submit a complaint regarding Supplier after payment has been made for the Accepted Travel Request and, if applicable, Amended Accepted Travel Request, relating to the complaint, Link My Trip LLC may suspend payment of any other amounts due Supplier from Link My Trip LLC until such complaint is resolved. Provided further that should the Supplier's driver not utilize the Link My Trip LLC mobile application continuously from trip dispatch through fulfillment of the Accepted Travel Request or, if applicable, Amended Accepted Travel Request, Link My Trip LLC may delay payment for an additional sixty (60) days of when it was otherwise due.

8. From time to time, Link My Trip LLC may designate one or more Supplier's as "certified" on information provided to Users. If Supplier desires such designation, it must pay the applicable fee at the time of the request, and it must demonstrate to Link My Trip LLC that (a) it provides access, twenty-four (24) hours a day, seven (7) days a week, to a customer service agent authorized to resolve service and customer issues; and (b) have a Customer Rating of at least three-and-a-half (3.5) stars as determined by Link My Trip LLC.

9. Link My Trip LLC reserves the rights to create websites, marketing material, and localized web listings under DBA to increase business to the platform and to the Suppliers.
10. Supplier agrees to maintain the utmost high level of standard of service and safety to provide quality service to Link My Trip LLC and its customers. Provider agrees to have more than 95% of trips tracked in accordance with Link My Trip LLC’s requirements for the entirety of each trip. Provider agrees to have a less than 0.5% trip cancellation rate in a calendar year. If these standards are not met at any time, Provider may, among other things, lose preferred partnership status with Link My Trip LLC.

B. REPRESENTATIONS AND WARRANTIES OF SUPPLIER

1. For at least one (1) full, continuous year prior to this Agreement, Supplier has been a motor carrier registered with the United States Department of Transportation, Federal Motor Carrier Safety Administration (“FMSCA”) and has obtained the necessary operating authorities to provide interstate passenger transportation. In addition, to the extent legally required, Supplier has completed all necessary registrations and obtained all necessary authorities in the states in which it operates to provide intrastate passenger transportation services.

2. For at least one (1) full, continuous year prior to this Agreement, Supplier has actively operated and transported passengers utilizing motor coaches, mini- buses, and/or vehicles

designed to carry ten (10) or more people for recreational purposes. 

3. Supplier is not currently suspended or otherwise subject to any interventions (e.g., warning letter, focused investigation, etc.) pursuant to the FMCSA's Safety Measurement System or comparable state safety programs. Should Supplier be subjected to any FMCSA intervention or to any similar action by a state agency, Supplier will immediately notify Link My Trip LLC in writing of the same and the steps being taken to resolve the safety concerns raised by the FMCSA or state agency. Should such matters not be resolved to Link My Trip LLC’s satisfaction within sixty (60) days, Link My Trip LLC may terminate this Agreement pursuant to Subparagraph H.2., below, and exercise its rights as set forth below.

4. Supplier complies with all federal and state law requirements regarding obtaining and reviewing the backgrounds of its drivers as well as monitoring, as provided in state and federal law, its drivers for drug and alcohol use and driving records.

5. Supplier warrants that it is not insolvent and is financially stable and has sufficient assets and cash flow to maintain its current operations for a minimum of twelve (12) months and that it can provide, upon demand, a certified balance sheet and financial statement to that effect.

6. Supplier warrants that it understands and agrees that upon acceptance of a Travel Request, it has a direct business relationship between Supplier and User and that Link My Trip LLC has no responsibility and/or liability (at law, in fact, contract or otherwise) for the actions or inactions of User. Further, you acknowledge and agree that Link My Trip LLC has no responsibility and/or liability (at law, in fact, contract, or otherwise) for your actions or inactions in connection with User and that nothing herein, including Paragraph H, below, provides otherwise.

7. Supplier warrants that for all services provided to the Government of the United States of America, including the Department of Defense and other agencies of the federal government, it shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.

8. Supplier warrants that its vehicles are in good operating condition and that each of its vehicles meets the industry safety standards and all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind, and any and all applicable safety recalls have been remedied per manufacturer instructions.

9. Supplier and its drivers will not engage in negligent or reckless behavior while operating vehicles, drive unsafely, operate a vehicle that is unsafe to drive, permit an unauthorized third party to accompany a driver in the vehicle while providing any services hereunder, drive while under the influence of alcohol or drugs, or take action that harms or threatens to harm the safety of the Users, Link My Trip LLC and its employees, subsidiaries and affiliates or third parties.

10. Supplier will only provide services hereunder using vehicles that have been reported to Link My Trip LLC. 

11. Supplier will not, while providing the services hereunder, operate as a public or common carrier or bus or charter service, accept street hails, charge for rides (except as expressly provided in this Agreement), demand that a User pay in any format other than through the Link My Trip LLC Platform, or accept any other form of payment from the User, or engage in any other activity in a manner that is inconsistent with your obligations under this Agreement.

12. Supplier will not attempt to defraud Link My Trip LLC or Users on the Link My Trip LLC Platform or in connection with your provision of services hereunder. If we suspect that you have engaged in, or attempted to engage in, fraudulent activity of any kind we may withhold applicable payments for Accepted Travel Requests or other fees due to it and take any other action against you available under the law.

13. Supplier will not discriminate against Users with disabilities and agrees to continuously review Link My Trip LLC’s Anti-Discrimination Policies, as may be in effect from time to time. Supplier will make reasonable accommodation as required by law and our Service Animal Policy and Wheelchair Policy, as may be in effect from time to time, for Users who travel with their service animals or who use wheelchairs (or other mobility devices) that can be folded for safe and secure storage in the bus storage compartments.

14. Supplier agrees that we may obtain information about Supplier and its drivers, including criminal and driving records, and Supplier agrees to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement.

15. Supplier will promptly pay all applicable federal, state and local taxes based on your provision of services under this Agreement and any payments received by it. 16 Supplier certifies, warrants and represents that the telephone numbers that Supplier has provided to Link My Trip LLC are Supplier’s contact numbers, and that Supplier is permitted to receive calls and messages at each of the telephone numbers Supplier has provided to Link My Trip LLC.

C. OBLIGATIONS OF SUPPLIER

1. Supplier shall fully perform an Accepted Travel Request, shall strictly adhere to the Accepted Travel Request and, if applicable, an Amended Accepted Travel Request, cooperate with Link My Trip LLC, and shall provide (in a format determined by Link My Trip LLC) such complete and accurate information as required by Link My Trip LLC to provide the services set forth in Paragraph A, above, including geographic areas serviced by Supplier and, for each motor vehicle that could be reserved under the Agreement, the applicable rate(s), types (including passenger capacity, amenities, etc.), the Vehicle Identification Number, make, model, year manufactured, reasonably-accurate picture(s), and dates and times the vehicle is not available for trip reservations (“Availability Information”). In order to ensure such up to date information, Supplier shall use the Link My Trip LLC for Operators platform p ro v i d ed b y Chart erUP scheduling portal to schedule bookings Supplier makes basedon reservations not made pursuant to this Agreement.

2. In all communications with Users, and on all vehicles used to provide transportation services pursuant to this Agreement, Supplier must provide or display its legal name, as appropriate, as the responsible motor carrier in a manner consistent with applicable law. Supplier warrants and understands that Link My Trip LLCis a technology company and is not a motor carrier and that Supplier will take no action and make no communication that could be reasonably interpreted as implying that Link My Trip LLC is a motor carrier.

3. When providing transportation services pursuant to this Agreement, Supplier shall: a. Use vehicles that are not older (as measured from date of first use by any owner) than ten (10) years or have more than 1,000,000 miles of use; b. Use vehicles that are operated in full compliance with applicable standards of the United States Department of Transportation (“USDOT”), including without limitation those standards of the FMCSA, and similar state agencies in which the vehicle is operated; c. Utilize only drivers who are properly licensed in compliance with FMCSA requirements and who are engaging in driving activities only as permitted by the FMCSA or applicable state law, including, without limitation, pursuant to a valid medical certificate, subject to a drug and alcohol testing program compliant with USDOT/FMCSA requirements, and within the permitted hours of service; d. Maintain a drug and alcohol program in accordance with the Drug- Free Workplace Act of 1988; e. Utilize vehicles that are in good working order, are clean at the time of dispatch to the pickup location, have fully working lavatories, as well as any terms and conditions specified at time of booking or subsequently agreed to; g. Shall not, regardless of any other provision in this Agreement to the contrary, subcontract or assign any aspect of its fulfillment of an accepted Travel Request, including without limitation shall not use any vehicle that is not operated under Supplier’s certificate of authority and/or shall not use any non-Supplier-employee driver, without the express, prior, written permission of Link My Trip LLC; h. Fully comply with the terms, conditions, and requirements of each and every Accepted Travel Request and Amended Accepted Travel Request; i. Install technology on the Supplier’s vehicles used to fulfill Travel Requests, at Supplier’s expense, at Link My Trip LLC’s sole and reasonable discretion, for example including but not limited to GPS tracking, for the purpose of monitoring compliance with this Agreement and to provide additional services to Users, including, for example, allowing Users to track the bus on their mobile devices as it travels to the pickup point or any intermediary points prior to final drop off; provided, however, such that technology shall not interfere with the operation of Supplier’s vehicles; and j. Supplier must require its drivers use the Link My Trip LLC mobile application at all times while providing transportation services pursuant to this Agreement or otherwise while fulfilling an Accepted Travel Requestor Amended Accepted Travel Request. k. Aside from their own company logos, suppliers cannot use buses with other company logos (including FlixBus Inc.) to service Link My Trip LLC trips. Under standard terms, suppliers will not be paid for these trips and incur a penalty up to $3,000 per occurrence. l. Cooperate with Link My Trip LLC, and shall provide (in a format determined by Link My Trip LLC) such complete and accurate information as required by Link My Trip LLC to provide the services set forth in Paragraph A, above, including geographic areas serviced by Supplier and, for each motor vehicle that could be reserved under the Agreement, the applicable rate(s), types (including passenger capacity, amenities, etc.), the Vehicle Identification Number, make, model, year manufactured, reasonably-accurate picture(s), and dates and times the vehicle is not available for trip reservations (“Availability Information”).

4. Throughout the term of this Agreement, Supplier shall maintain the following insurance policies, underwritten by insurers with a current AM Bestrating of A-, VII or higher, and have Link My Trip LLC endorsed on such policies as an additional insured: a. Commercial General Liability insurance including Products/ Completed Operations, Blanket Contractual Liability applicable to any hold harmless or indemnification obligation extended to Link My Trip LLC by Supplier under this Agreement and Personal Injury Liability with minimum limits of $5,000,000 per occurrence and $5,000,000 general aggregate for bodily injury and property damage claims combined. The policy shall include Link My Trip LLC as an additional insured party for claims arising from the acts or omissions of Supplier or its employees, representatives or contractors and shall be arranged to acknowledge that itis primary before any other insurance available to the additional insured parties. b. Commercial Automobile Liability insurance applicable to all owner, non-owned or hired motor vehicles operated in the course of Supplier’s business activities and providing coverage limits of at least $5,000,000 per occurrence for bodily injury and property damage combined. The policy shall include Link My Trip LLC as an additional insured party. c. Workers Compensation providing statutory benefits coverage and Employers Liability coverage with limits of at least $500,000/$1,000,000/$500,000, applicable to all employees of Supplier who perform activities or work required under this Agreement. d. Media Liability and/or Professional Errors and Omissions Liability insurance with limits of at least $5,000,000 applicable to any claim for (i) professional error and omissions or (ii) property rights infringement, which Supplier is obligated to indemnify Link My Trip LLC under terms of this Agreement. This policy shall include contractual liability insurance applicable to Supplier’s indemnification obligations under this Agreement. Supplier shall inform Link My Trip LLC of any erosion of the aggregate limit of this policy. e. Prior to Link My Trip LLC performing work or services under this Agreement, Supplier agrees to furnish Certificates of Insurance on Acord forms or the equivalent, confirming the above insurance and endorsements, including all required coverage terms, and keep said certificates current throughout the term of this Agreement. Link My Trip LLC’s failure to require or demand any evidence of insurance does not constitute a waiver of any requirement for Supplier to obtain insurance, nor does it limit Supplier’s other obligations. Supplier agrees to notify Link My Trip LLC thirty (30) days in advance of any cancellation, non-renewal or coverage reduction in the required insurance.

5. Supplier shall be solely responsible for the direction, supervision, and compensation of its employees. Under no circumstances will employees of Supplier be deemed to be the employees of, or under the direction or control of Link My Trip LLC for any reason.

6. Suppliers shall comply with all applicable laws in the acceptance and performance of a Travel Request, including compliance with the Americans with Disabilities Act, 42 U.S.C. §1981, and other federal, state, and local laws regarding equal access to transportation services.

7. Should Supplier cancel an Accepted Travel Request or, if applicable, an Amended Accepted Travel Request, Supplier shall immediately reimburse Link My Trip LLC a fee based on the reservation amount and when the reservation is canceled: a. If the reservation is canceled 72 hours or less before scheduled departure, or if Supplier cancels or stops performing service at any point after commencing service on a trip, the fee is $750 per vehicle per day, or the full value of the trip, whichever is greater (this fee is requested and processed by an internal team). b. If the reservation is canceled more than 72 hours, and 14 days or less, before scheduled departure, the fee is $400 per vehicle, per day if the trip is recovered (i.e., the trip is able to proceed because another operator was found). An additional $250 fee per vehicle per day will apply if the trip is not recovered. c. If the reservation is canceled more than 14 days, and 30 days or less, before scheduled departure, the fee is $250 per vehicle, per day if recovered. An additional $250 fee per vehicle per day will apply if the trip is not recovered. d. If the reservation is canceled more than 30 days before scheduled departure, no fee will apply. Fees will also be imposed if Supplier fails to promptly arrive at pickup for an accepted reservation, while failing to adhere to the Link My Trip LLC trip cancellation sequence noted above (i.e., if Supplier “no shows”): e. If a reservation is canceled after scheduled departure (i.e., if Supplier were to “no show”), the minimum fee is the full value of the trip. Cancellation fees are typically charged at the time of cancellation through a credit card transaction, though may be withheld from future payout(s) to Supplier. In addition to the fees and consequences set out in this Policy, Suppliers who cancel, or are found responsible for a cancellation, will not receive a payout for that reservation, or, if the payout has already been made, future payouts will be reduced accordingly. The fees described in this Section C.7 shall be in addition to any other damages and/or costs (including, without limitation, any costs of defense) Link My Trip LLC incurs as a result of Supplier’s cancellation/no-show.

8. Supplier recognizes that under certain circumstances, Link My Trip LLC grants Users the ability to cancel an Accepted Travel due to a “Force Majeure Event” (circumstances beyond the control and without the fault or negligence of any party, including, without limitation, traffic, mechanical breakdowns, road conditions, acts of local, state or national governments or public agencies, acts of public enemies, acts of civil or military authority, labor disputes, utility or communication failures or delays, earthquakes, fire, flood, other natural disasters, epidemics, pandemics, riots or strikes). In the event that a User cancels an Accepted Travel Request due to a Force Majeure Event, and Link My Trip LLC approves such cancellation, Supplier agrees to forfeit any and all right to demand payment for that Accepted Travel Request.

9. a. During the term of this Agreement and for a period of twelve (12) months following its termination for any reason, Supplier agrees that it will not, in any geographic service area identified to Link My Trip LLC in C.1., above, during the term of this Agreement, provide transportation services through, or on behalf of, Lyft, Inc., Uber USA, LLC, Via Transportation, Inc., Zum Services, Inc., or any other car sharing or bus aggregator service. Should Supplier violate this provision of the Agreement, Link My Trip LLC may terminate its obligations under this Agreement immediately, including, within limitation, delivery of leads, and may terminate any Accepted Travel Request or, if applicable, Amended Accepted Travel Request. Any payments due Supplier under the Agreement may also be withheld pending final resolution through negotiated settlement or arbitration (or judicial proceedings should Paragraph L (Arbitration) be held inapplicable) of the damages incurred by Link My Trip LLC.

i. Notwithstanding the foregoing, and to exemplify the breadth of the foregoing, the prohibition in C.8.a., above, shall not preclude Supplier from providing line haul services, i.e., providing whole motor coach transportation services on a regular and recurring basis for resale by an otherwise prohibited business of individual seats to individual consumers in the retail market, to such prohibited business; provided, however, that such shall not be permitted utilizing motor coaches wrapped in accordance with B . 3 of the Link My Trip LLC Preferred Provider Agreement, if and to the extent applicable.

b. During the term of this Agreement and for a period of forty-eight months following its termination for any reason, Supplier agrees that Link My Trip LLC shall have the right to inspect at reasonable times and places, the records and other information of Supplier to determine whether Supplier has been in compliance with this Paragraph 8 or any other provision of this Agreement.

c. During the term of this Agreement and for a period of twenty-four (24) months following its termination for any reason, Supplier agrees that it will not solicit nor provide transportation services to any User introduced to Supplier by Link My Trip LLC during the term of this Agreement. 

d. During the term of this Agreement and for a period of twenty-four (24) months following its termination for any reason, Supplier agrees that it will not directly or indirectly solicit, deliver or provide transportation services to any person, entity, organization, or governmental authority (“Consumer”) that utilizes transportation services provided by Link My Trip LLC, or any intermediary (“Intermediary”) assisting with the procurement such transportation services on behalf of Link My Trip LLC or Consumer, even if a business relationship between Supplier and such Consumer or Intermediary, as applicable, pre-dated any business relationship between Supplier and Link My Trip LLC.

e. Solicitation Fee: In the event that Supplier is deemed, in Link My Trip LLC’s sole discretion, to have breached any non-compete or non-solicitation section of this Agreement, including Section C.9(c) or C.9(d) of this Agreement, Supplier agrees to pay a solicitation/circumvention fee (“Solicitation Fee”) to Link My Trip LLC. The Solicitation Fee shall be calculated as follows:
i. Calculation of Solicitation Fee: Supplier shall be liable for an amount equal to 100% of Link My Trip LLC’s expected lost profits based on the total value of any work accepted by Supplier from any Consumer, Intermediary, or any other User introduced to Supplier by Link My Trip LLC during the term of this Agreement, as well as any additional fees incurred by Link My Trip LLC as a result of the solicitation or circumvention, including but not limited to legal fees, administrative costs, and other reasonable expenses related to enforcing the terms of this Agreement.
ii. Payment of Solicitation Fee: Payment of the Solicitation Fee by Supplier shall be due immediately upon demand by Link My Trip LLC. If the Solicitation Fee is not received in full by Link My Trip LLC within ten (10) business days of the initial demand, Link My Trip LLC may settle the Solicitation Fee by withholding any outstanding payments due to Supplier until the Solicitation Fee is satisfied in full.
iii. Nature of Solicitation Fee: The Parties agree that the specified percentage and additional fees that make up the Solicitation Fee represent a fair and reasonable estimate of the anticipated or actual harm that might arise from a breach of this Agreement by Supplier, and are not to be construed as a penalty.
iv. Cumulative Remedies: The fees provided for in this section are in addition to, and not in substitution for, any other rights and remedies that Link My Trip LLC may have under this Agreement, at law, in equity, or otherwise.

10. Supplier agrees that during the term of this Agreement and following the term of the Agreement and for a period of twenty-four (24) months thereafter, Link My Trip LLC has a nonexclusive, worldwide, perpetual license to use, at Link My Trip LLC's sole discretion, Supplier's trademarks, tradenames, logos, assigned Universal Resource Locator, and related intellectual property on its website and/or marketing media and may provide links or other methods for actual or potential customers to access information about Supplier and/or to read and post reviews of Supplier on such services as Yelp®, Facebook®, Yellowpages®, TripAdvisor®, or other similar services.

11. Supplier will not and will not encourage others to disparage or otherwise denigrate Link My Trip LLC and/or the services it provides and or its officers, directors, employees, subsidiaries or affiliates or any of their respective members or shareholders. Neither you nor anyone acting on your behalf will publish, post, or otherwise release any material in written or electronic format, make speeches, gain interviews, or make public statements that mention Link My Trip LLC, its operations, clients, employees, products, or services without the prior written consent of Link My Trip LLC, except as may be otherwise required by federal, state, or local statute, regulation, ordinance, or court order.

12. Supplier at all times covenants and agrees that you and your drivers, employees, contractors and agents will not:
a. impersonate any person or entity including, but not limited to Link My Trip LLC or any User;
b. stalk, threaten, or otherwise harass any person, or carry any weapons;
c. violate any law, statute, rule, permit, ordinance or regulation;
d. interfere with or disrupt the Link My Trip LLC Platform or the servers or networks connected to the Link My Trip LLC Platform or C4O Software Account or C4O mobile application;
e. post information or interact on the Link My Trip LLC Platform or C4O Software Account in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
f. use the Link My Trip LLC Platform in any way that infringes upon Link My Trip LLC’s rights or any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
g. post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of the Link My Trip LLC or any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;
h. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Link My Trip LLC Platform;
i. “frame” or “mirror” any part of the Link My Trip LLC Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose;
j. modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Link My Trip LLC Platform or C4O Software Account or C4O mobile application; k. rent, lease, lend, sell, redistribute, license or sublicense the Link My Trip LLC Platform or access to any portion of the Link My Trip LLC Platform;
l. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Link My Trip LLC Platform or its contents;
m. link directly or indirectly to any other websites;
n. transfer or sell your Link My Trip LLC or C4O Software account, password and/or identification, or any other Link My Trip LLC or User's Information to any other party;
o. discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation;
p. publish or communicate to any person or entity Disparaging (as defined herein) remarks, comments or statements concerning any User, Supplier, Link My Trip LLC, or any of their subsidiaries or affiliates, officers, directors, employees, members or shareholders or the C4O mobile application. "Disparaging" remarks, comments, or statements are those that impugn the character, honesty, integrity, morality, or business acumen or abilities in connection with any aspect of the operation of the business of any of the foregoing persons and entities. Nothing stated herein bars Supplier from participating in any proceeding by or before the Equal Employment Opportunity Commission or other governmental agency to the extent permitted by law, but Supplier cannot recover any relief or other remedy from that or any other proceeding related to any cause or matter settled or waived pursuant to this Agreement; and
q. cause or assist directly or indirectly any third party to engage in the restricted activities above.

13. Except as may be otherwise required by federal, state, or local statute, regulation, ordinance, or order, disparage or otherwise denigrate Link My Trip LLC and/or the services it provides.

14. When the services furnished are for use in connection with a U.S. Government contract or subcontract, the provisions and terms set forth in Appendix A shall apply.

15. When the services furnished are for use in connection with a state governmental agency, or any political subdivision of the state, the legally required terms of such provision of services shall control, including, by example and not as limitation, provisions regarding the retention and disclosure of records, early termination, non-discrimination, anti-kickback, anti-fraud, and so forth.

16. Because of the direct contractual relationship between Supplier and User, Supplier shall be responsible for collecting and remitting to the appropriate taxing authorities, all sales, service, use or other taxes due for the sale and provision of Supplier's services to Users pursuant to this Agreement.

17. Once a Supplier accepts a Travel Request, it must use commercially reasonable efforts to complete the trip using its own motor coaches and personnel, on a timely basis. If despite such efforts, Supplier determines in good faith that it must utilize one or more motor coaches and/or drivers from a third party, Supplier must obtain advance permission from Link My Trip LLC and, at Supplier's sole cost and expense, must ensure that such third party complies with the quality, service, license, insurance, and safety requirements required under this Agreement. Further, Supplier shall be strictly liable for, and defend Link My Trip LLC against, any claim or liabilities relating to, or arising from, the third-party provider. Further, in the event a third party's motor coach and/or driver is utilized, payment to Supplier from Link My Trip LLC may be delayed by up to ninety (90) days after it would otherwise be due pursuant to A.5., above.

18. Supplier represents that its performance of all the terms of this Agreement does not and will not breach any agreement between it and any other employer, customer, person or entity. Supplier has not entered into, and agrees that it will not enter into, any agreement either written or oral in conflict herewith. Supplier agrees that it will not engage in any other activities that conflict with its obligations herein.

19. Supplier expressly consents to be contacted by Link My Trip LLC, its agents, representatives, affiliates, or anyone contacting Supplier on Link My Trip LLC’s behalf for any and all purposes arising out of or relating to Supplier’s relationship with Link My Trip LLC, including information and updates related to referrals, bookings, confirmations, itineraries, Travel Information, Travel Requests, Bid Information, Bid Requests, Proposals, Accepted Travel Requests, and any updates or modifications thereto (“Electronic Communication”). Supplier further expressly agrees that:
a. such Electronic Communication may include, but is not limited to the form of, phone calls (including calls using prerecorded messages or artificial voice, and calls and messages delivered using an auto telephone dialing system or an automatic texting system), SMS messages (including text messages), and e-mail addresses;
b. Link My Trip LLC may, in its sole discretion, collect, store, and send Electronic Communication to Supplier, and Supplier expressly consents to receive Electronic Communication from Link My Trip LLC, Link My Trip LLC’s agents, representatives, affiliates or anyone calling on Link My Trip LLC’s behalf at the specific number(s) and/or addresses Supplier has provided to Link My Trip LLC, or numbers or addresses Link My Trip LLC can reasonably associate with Supplier’s account (through skip trace, caller ID capture or other means);
c. Link My Trip LLC may listen to and/or record phone calls between Supplier and Link My Trip LLC’s representatives without notice to Supplier as permitted by applicable law;
d. Supplier will promptly alert Link My Trip LLC whenever Supplier stops using a particular telephone number or e-mail address; and
e. receipt of Electronic Communication from Link My Trip LLC is a condition of Supplier’s relationship with Link My Trip LLC; upon Supplier’s decision to cease receiving Electronic Communication on an ongoing basis from Link My Trip LLC, Link My Trip LLC may, in its sole discretion, terminate Link My Trip LLC’s business relationship with Supplier.

D. USE OF Link My Trip LLC’S MARKS

1. For purposes of this Agreement, the following additional definition shall apply: The "Proprietary Subject Matter" consists of artwork and other distinctive creative elements derived from the property entitled "Link My Trip LLC", (the "Property"), including the trademarks, tradenames, service marks, logos, symbols, copyrights, designs, websites and web addresses (URLs) and other proprietary marks of Link My Trip LLC related thereto.

2. Only when providing services under this Agreement and/or otherwise providing authorized services in association with the Link My Trip LLC name, Licensee agrees to use any of Link My Trip LLC’s trademarks, tradenames, logos, and related intellectual property only in accordance with the requirements set forth in this Agreement. Licensee may not use Proprietary Subject Matter in any marketing, advertising, or other business development activities. Additionally, Licensor hereby agrees to operate only buses, mini-buses, or other vehicles that carry at least nine (9) passengers plus the driver. Licensor hereby agrees, to the extent not already provided elsewhere in this Agreement, that all vehicles will be driven only by a driver possessing and driving under a valid commercial driver's license.

3. COPYRIGHT, TRADEMARKS, ETC.: Licensee's use of the Proprietary Subject Matter shall insure exclusively to the benefit of Licensor, and Licensee shall not acquire any rights therein by virtue of its use thereof. Licensee recognizes the unique value of the Proprietary Subject Matter and the value of the goodwill associated therewith, and the secondary meaning that the Proprietary Subject Matter and goodwill have acquired in the mind of customers and/or the public.

4. Licensee's use of the Proprietary Subject Matter shall not confer or imply a grant of rights, title or interest in the Proprietary Subject Matter or goodwill associated therewith and all ownership of copyrights, trademarks and other rights in the Proprietary Subject Matter and in all artwork, packaging, copy, literary text, advertising and promotional materials of any sort utilizing the Proprietary Subject Matter, including all such materials developed by Licensee, and the goodwill pertaining thereto, ("Collateral Materials") shall be and at all times remain in the name of Licensor. All Collateral Materials shall constitute "works made for hire" within the meaning of U.S. copyright law, and all such Collateral Materials shall be deemed transferred and assigned to Licensor promptly upon creation without any further action by any party hereto. All Collateral Materials shall be prepared by an employee-forhire of Licensee under Licensee's sole supervision, responsibility and monetary obligation. If third parties who are not employees of Licensee contribute to the creation of the Collateral Materials, Licensee shall obtain from such third parties, prior to commencement of work, a full written assignment of rights so that all right, title and interest in the Collateral Materials, throughout the universe, in perpetuity, shall vest in Licensor. Licensee shall not permit any of its employees or third parties to obtain or reserve by written or oral agreement or otherwise, any rights as "authors" or "inventors" of any artwork or designs (as such terms are used in present or future U.S. copyright and/or patent statutes or judicial decisions).

E. INDEMNIFICATION

1. IP Indemnity. The Parties shall indemnify, defend and hold harmless each other and their respective affiliates, customers, employees, successors and assigns (collectively hereafter “Parties”) from and against any losses, damages, claims, fines, penalties and expenses (including reasonable attorney’s fees) that relate to, arise out of or result from any thirdparty claim that: in the case of Licensee, result from any materials, deliverables, goods or Services furnished hereunder by Licensee (excluding third-party vendor products or services); in the case of Link My Trip LLC, any Proprietary Subject Matter licensed to Supplier by Link My Trip LLC, infringes any intellectual property rights held by any third party, including, without limitation, copyright, patent, trademark, trade secret or other proprietary rights (“IP Claim”).

2. General Indemnity. The Parties shall indemnify, defend and hold harmless each other from and against any and all liability under any claim, demand, suit or cause of action of any kind brought by a third party (including without limitation a User or a passenger) (“Claim”), including, but not limited to, warranty, negligence, strict liability, and any other cause of action, for any losses, damages, claims, fines, penalties and expenses (including reasonable attorney’s fees) relating to, arising out of, connected with, or resulting from the gross negligence or willful misconduct in the performance of their respective obligations under this Agreement. Provided, however, that Link My Trip LLC shall not be required to indemnify Supplier for any claims by Supplier or third parties arising from a third-party vendor’s products or services.

3. Indemnification Procedures. The procedures set forth in this Section shall apply to any indemnification sought by either party under this Agreement. The indemnified party will provide the non-indemnified party with prompt, written notice of any Claim or IP Claim and will cooperate appropriately with the non-indemnified party in connection with the nonindemnified party'sevaluation of such Claim or IP Claim. At the indemnified party's request, the non-indemnified party shall assume the defense of such Claim or IP Claim with counsel reasonably satisfactory to the indemnified party, at the non-indemnified party’s sole cost. The non-indemnified party shall not settle or compromise any Claim or IP Claim or consent to the entry of any judgment without the prior written consent of the indemnified party and without an unconditional release (but specifically excluding a release conditioned upon the indemnified party’s ceasing use of any infringing product subject to such IP Claim) of all claims by each claimant or plaintiff in favor of the indemnified party. If the non-indemnified party fails to satisfy its indemnification obligations under this Agreement, the indemnified party shall have the right, but not the obligation, to adjust, settle or defend the Claim or IP Claim without affecting the indemnified party's entitlement to indemnity by the nonindemnified party.

F. NOTICES
1. All notices, demands, contracts or waivers hereunder shall be given in writing by first class mail, messenger, air courier or addressed, if to Link My Trip LLC at 6595 Roswell Road, Suite G291, Atlanta, GA, 30328, USA and, to Supplier, as indicated by Supplier upon registration of its account on Link My Trip LLC’s website or as otherwise indicated in writing by a party hereto. The date of messengering or facsimile shall be deemed to be the date of service. Three (3) business days from the date of service for mailed notices shall be deemed to be the date of service for mailed notices. One (1) business day from the date of overnight air courier handling shall be deemed to be the date of service for courier handled notices.

G. NO WAIVER OR MODIFICATION
1. No waiver by either party of a prior breach or default hereunder shall be deemed a waiver by such party of a subsequent breach or default of a like or similar nature.

2. Link My Trip LLC may in its discretion, revise, amend, modify or update the terms of this Agreement from time to time for its own commercial purposes. Upon such amendment, Link My Trip LLC shall make the amended agreement available to Supplier on Supplier's portal on the Link My Trip LLC platform, and Supplier is responsible for monitoring for amendments to the Agreement. Link My Trip LLC may, but is not obligated to, inform the Supplier of such amendments. Unless required by law, no amendment will become effective upon posting.. Continued use of the Link My Trip LLC Platform or services hereunder after any such changes shall constitute your consent to such changes. Link My Trip LLC reserves the right at any time to modify or revise any information on pages referenced in any hyperlinks herein and such modifications and or revisions shall become effective upon posting.

H. TERMINATION
1. The terms of this Agreement are subject to termination by the Link My Trip LLC after thirty (30) days' written notice of termination, should the Supplier, in Link My Trip LLC’s reasonable opinion, breach any agreement with Link My Trip LLC or be unable, to accept or perform the Accepted Travel Requests and/or Amended Accepted Travel Requests in compliance with this Agreement.

During such period of notice, Link My Trip LLC shall have no obligation to proffer any of Supplier’s Bid Information to Users and may suspend any payments due to Supplier pending a final accounting.

2. Link My Trip LLC may terminate this Agreement immediately upon any failure to satisfy the requirements of Subparagraph B.3., above; insolvency or initiation of bankruptcy proceedings (whether voluntary or involuntary) by Supplier, debarment from contracting with any customer, or breach by Supplier of Paragraph C (Obligations of Supplier). Supplier represents and warrants that is not currently suspended or otherwise subject to any interventions (e.g., warning letter, focused investigation, etc.) pursuant to the FMCSA's Safety Measurement System or comparable state safety programs. Should Supplier be subjected to any FMCSA intervention or to any similar action by a state agency, Supplier will immediately notify Link My Trip LLC in writing of same and the steps being taken to resolve the safety concerns raised by the FMCSA or state agency. Should such matters not be resolved to Link My Trip LLC’s satisfaction within sixty (60) days, Link My Trip LLC may terminate this Agreement pursuant to Subparagraph H.2., and exercise its rights as set forth herein.

3. This Agreement may be terminated by either party for any reason following ninety (90) days’ notice of such termination. During the final thirty (30) days of such notice, Link My Trip LLC shall have no obligation to proffer any Travel Request to Supplier.

I. NO ASSIGNMENT
1. The rights and obligations of Supplier under this Agreement are personal to Supplier and may not be assigned, mortgaged, sublicensed or otherwise transferred or encumbered by Supplier or by operation of law, unless otherwise previously agreed to in writing by Link My Trip LLC. Approval of an assignment of this Agreement by Supplier shall be in Link My Trip LLC's sole discretion. Any purported assignment or other transfer by Supplier of any rights granted to Supplier under this Agreement (including any assignment for security purposes), without Link My Trip LLC's prior written approval, shall be void and of no effect. Link My Trip LLC reserves the right to assign this Agreement to any third party and to hypothecate or pledge this Agreement as collateral for any purpose. This Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of Link My Trip LLC.

J. CONFIDENTIALITY
1. Other than as may be required by any applicable law, government order or regulation, or by order or decree of any court of competent jurisdiction, Supplier shall not divulge or announce, or in any manner disclose to any third party, any information or matters revealed to Supplier pursuant hereto, or any of the specific terms and conditions of this Agreement.

K. RELATIONSHIP OF PARTIES
1. As a Supplier on the Link My Trip LLC Platform, you acknowledge and agree that you and Link My Trip LLC are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and Link My Trip LLC expressly agree that (a) this is not an employment agreement and does not create an employment relationship between you and Link My Trip LLC; and (b) no partnership, joint venture, franchisor- franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind Link My Trip LLC, and you undertake not to hold yourself out as an employee, agent or authorized representative of Link My Trip LLC.

2. Link My Trip LLC does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of transportation services as described herein, your acts or omissions, or your operation and maintenance of your vehicles. You retain the sole right to determine when, where, and how long you will utilize the Link My Trip LLC Platform. With the exception of any signage required by law or permit/license rules or requirements or as part of this agreement, as the case may be, Link My Trip LLC shall have no right to require you or your agents to: (a) display Link My Trip LLC’s names, logos or colors on your vehicle(s); or (b) wear a uniform or any other clothing displaying Link My Trip LLC’s names, logos or colors. You acknowledge and agree that except as provided herein, you have complete discretion to provide transportation or otherwise engage in other business or employment activities.

L. ARBITRATION
1. Any dispute arising under this Agreement or otherwise relating to the parties’ relationship shall be subject to arbitration as provided below, except as otherwise provided herein. Notwithstanding anything contained to the contrary herein, only Link My Trip LLC may elect in its sole discretion to: (i) pursue a temporary restraining order or injunctive relief or other equitable remedies against Supplier for any breach of this Agreement or (ii) initiate or bring Supplier into any action by or involving a third party, User or other Provider; in either case in the State or Federal courts located in Atlanta, Georgia or any other jurisdiction as determined by Link My Trip LLC in its sole discretion. The parties hereto irrevocably submit to the jurisdiction of said courts and waive any rights to object to or challenge the appropriateness of said forums. Service of process shall be in accordance with the laws of the State of Georgia.

2. Any arbitration under this Agreement shall be conducted in Atlanta, Georgia, in accordance with the Commercial Arbitration Rules of the American Arbitration Association and the Federal Arbitration Act, 9 U.S.C. § 1, et. seq. The arbitrator shall be authorized to award appropriate relief, including injunctive relief, as well as damages. The arbitrator may also award attorney's fees and costs in accordance with applicable law. The arbitrator’s decision shall be binding and conclusive upon the parties, subject to 9 U.S.C. § 10, and the parties shall each have the right to have the decision made the judgment of a court of competent jurisdiction. Supplier understands that arbitration constitutes the exclusive means of resolving Supplier’s claims or disputes arising under this Agreement or otherwise relating to Supplier’s business relationship with Link My Trip LLC, and that Supplier is hereby waiving its right to a civil action, including trial by jury, with regard to any such claims or disputes by Supplier.

3. The parties understand and agree that each may bring claims in arbitration against the other only in an individual capacity and not on a class, collective action, or representative basis. The parties understand and agree they are waiving the right to pursue or have a dispute resolved as a plaintiff or class member in any purported class, collective or representative proceeding.

M. GOVERNING LAW
1. This Agreement shall be construed and interpreted pursuant to the laws of the State of Georgia applicable to agreements executed and to be wholly performed therein. The parties hereby agree that any suit, action or proceeding arising out of or relating to this Agreement by Link My Trip LLC, and expressly permitted by Section L, shall be filed by Link My Trip LLC in the United States District Court for the Northern District of Georgia or in any court of competent jurisdiction of the State of Georgia, Fulton County, and Link My Trip LLC may also institute such action or proceeding in any appropriate legal forum where Supplier has its principal place of business or any other jurisdiction where Supplier does business. The parties hereto irrevocably submit to the jurisdiction of said courts and waive any rights to object to or challenge the appropriateness of said forums. Service of process shall be in accordance with the laws of the State of Georgia.

N. ENTIRE AGREEMENT
1. Except to the extent that the Supplier has signed another agreement with Link My Trip LLC, this Agreement, and any confidentiality agreement Supplier may have signed pertaining to the Property or Proprietary Subject Matter, shall constitute the entire understanding of the parties with respect to the subject matter of this Agreement, superseding all prior and contemporaneous promises, agreements and understandings, whether written or oral pertaining thereto.

2. Each of the individuals signing below warrant that they are authorized to execute this Agreement on behalf of their respective party.

3. Link My Trip LLC may modify the terms of this Agreement at any time by giving notice of any such modification, with such modification becoming effective no earlier than such notice; provider, however, that any such modification shall not apply to any Accepted Travel Request, or if applicable, Amended Accepted Travel Request agreed to prior to such notice.

O. DISCLAIMERS
The following disclaimers are made on behalf of Link My Trip LLC, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.

Link My Trip LLC does not provide transportation services, and Link My Trip LLC is not a transportation carrier. Link My Trip LLC is not a common carrier or public carrier. It is up to Supplier to provide an Accepted Travel Request, whether or not to offer a Proposal to a User contacted through the Link My Trip LLC Platform, and it is up to the User to decide whether or not to accept the Proposal from the Supplier contacted through the Link My Trip LLC Platform. We cannot ensure that a User will complete an arranged transportation service hereunder.

The Link My Trip LLC Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the Link My Trip LLC Platform and/or the services, including the ability to provide or receive a Travel Request at any given location or time. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

We do not warrant that your use of the Link My Trip LLC Platform or any services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error- free, or will meet your requirements, that any defects in the Link My Trip LLC Platform will be corrected, or that the Link My Trip LLC Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of the Link My Trip LLC Platform or services. You agree to Link My Trip LLC’s privacy policy on the company website.

We cannot guarantee or assume any responsibility whatsoever that each User is who he or she claims to be. Please use common sense when using the Link My Trip LLC Platform and services, or make sure it is the same individual you see in person. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the Link My Trip LLC Platform by persons under the age of 18. We encourage you to communicate directly with each potential User prior to engaging in an arranged transportation service.

Link My Trip LLC is not responsible for the conduct, whether online or offline, of any User of the Link My Trip LLC Platform or services. You are solely responsible for your interactions with other Users. We do not procure insurance for, nor are we responsible for, personal belongings left in the bus by Users. By using the Link My Trip LLC Platform and participating in the services, you agree to accept such risks and agree that Link My Trip LLC is not responsible for the acts or omissions of Users on the Link My Trip LLC Platform or participating in the services.

You are responsible for the use of your Link My Trip LLC account and C4O Software account and C4O mobile application and Link My Trip LLC expressly disclaims any liability arising from the use and or unauthorized use of such accounts. Should you suspect that any unauthorized party may be using your accounts or you suspect any other breach of security, you agree to notify us immediately.

It is possible for others to obtain information about you that you provide, publish or post to or through the Link My Trip LLC Platform (including any profile information you provide), send to other Users or Providers, or share during the services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users or Providers on the Link My Trip LLC Platform or through the services. Please carefully select the type of information that you post on the Link My Trip LLC Platform or through the C4O Software account or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users or Suppliers (including unauthorized users, or “hackers”).

Opinions, advice, statements, offers, or other information or content concerning Link My Trip LLC or made available through the Link My Trip LLC Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the Link My Trip LLC Platform or otherwise. We reserve the right, but we have no obligation, to monitor, verify, edit or correct the materials posted on the Link My Trip LLC Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or Suppliers or others.

Location data provided by the Link My Trip LLC Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Link My Trip LLC, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Link My Trip LLC Platform. Any of your information, including geolocational data, you upload, provide, or post on the Link My Trip LLC Platform may be accessible to Link My Trip LLC and certain Users or Providers of the Link My Trip LLC Platform.

Link My Trip LLC advises you to use the Link My Trip LLC Platform with a data plan with unlimited or very high data usage limits, and Link My Trip LLC shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Link My Trip LLC Platform. This paragraph applies to any version of the Link My Trip LLC Platform that you acquire from the Apple App Store. This Agreement is entered into between you and Link My Trip LLC. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the Link My Trip LLC Platform. Link My Trip LLC, not Apple, is solely responsible for the Link My Trip LLC Platform and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof. This Agreement incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control. As a Supplier, you may be able to use Google Maps while using the Link My Trip LLC application. In either case, you agree that Google may collect your location data when the Link My Trip LLC application is running in order to provide and improve Google's services, that such data may also be shared with Link My Trip LLC in order to improve its operations, and that Google's terms and privacy policy will apply to this usage.

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APPENDIX A – Mandatory Federal Acquisition Rule clauses incorporated by reference with the end customer is the United States Government or subdivision thereof.NOTE: IT IS THE SUPPLIER’S SOLE RESPONSIBILITY TO OBTAIN, UNDERSTAND AND FULLY COMPLY WITH ANY AND ALL CLAUSES BELOW AND WHICH MAY HEREINAFTER BE ENACTED UNDER APPLICABLE LAW, RULES AND REGULATIONS. FAILURE TO DO SO MAY RESULT IN TERMINATION OF THIS AGREEMENT AND ANY OTHER AGREEMENT WITH LINK MY TRIP LLC.

When the services furnished are for use in connection with a U.S. Government contract or subcontract, in addition to Link My Trip LLC's terms and conditions, the following provisions shall apply, as required by the terms of the prime contract, or by operation of law or regulation. Otherwise, Link My Trip LLC's terms and conditions shall govern in the event of a conflict between these FAR and DFARS provisions and Link My Trip LLC's terms and conditions.

The following clauses set forth in the FAR and DFARS in effect as of the date of any prime contract are incorporated herein by reference with the same force and effect as if they were in full text. In all clauses listed herein, the terms “Government”, “Contracting Officer” and “Contractor” shall be revised to suitably identify the contracting parties herein and affect the proper intent of the provision except where further clarified or modified below. “Subcontractor,” however, shall mean “Provider” under the Link My Trip LLC terms and conditions.Clauses in this document may not be applicable to specific orders due to the type of subcontract/purchase order to be issued, dollar thresholds under requirements of the FAR, DFARS or Public Law or Mandatory Flow Down requirements of a particular prime contract.

Clauses that are not applicable are deemed selfdeleting, shall not be removed from this document, and will be considered by all parties to be without force and effect. Itis the Provider’s obligation to contact Link My Trip LLC regarding any confusion, ambiguity, or questions the Seller may have regarding applicability of the following clauses.The FAR and DFAR clause cited below, where applicable by their terms, are incorporated herein by reference as if set forth in full text.

The full text of all clauses incorporated by reference is available at http:// www.acquisition.gov/.The following FAR clauses apply to all contracts, purchase orders, delivery orders, or any agreement between Link My Trip LLC and the Provider where the end customer is the United States: Government:

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