VENDOR AGREEMENT TERMS AND CONDITIONS

Legal

re.life(FZE)

This Software License and Business Services Agreement (“Agreement”) constitutes a legal agreement between company registered under the laws of UAE and having its registered office address is Sharjah Research Technology and Innovation Park Office C.01.09 & C.01.10 P.O. Box: 66636, Sharjah, United Arab Emirates and providing Goods Handling, Movement and Transportation Services provider referred as ‘Vendor’ and re.life(FZE) a company registered under the laws of Sharjah and having its registered address as P.O.Box 66636 of the Emirate of Sharjah UAE; referred as ‘re.life’ or ‘Company’ hereinafter.

re.life is a technology platform company aggregating demand for packing and moving, goods moving and related services through its business channels and provides confirmed demand to relevant vendors within its network through the use of re.life App and other communication channels.

re.life enables an authorized transportation provider to seek, receive and fulfill requests for Goods Handling, Movement and Transportation Services from an authorized user of re.life’s mobile applications.

Vendor desires to enter into this Agreement for the purpose of accessing and using the re.life App and re.life Services. Vendor acknowledges and agrees that re.life is a technology services provider and an E- market place that does not provide transportation or any other services directly. All liability and obligations of the services are between Users of re.life services and the Vendor that has accepted to provide such services to the User of re.life. Vendor accepts to be compliant with the requirements to servicing the User as per the terms of this agreement. In order to use the re.life Services, Vendor must agree to the terms and conditions that are set forth below. Upon your execution of this Agreement, Vendor and re.life shall be bound by the terms and conditions set forth herein.

IMPORTANT: PLEASE NOTE THAT TO USE THE RE.LIFE APP AND RE.LIFE SERVICES, YOU MUST AGREE TO THE TERMS AND CONDITIONS SET FORTH BELOW.

1. Definitions

1.1 “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with re.life.

1.2 “Company Data” means all data related to the access and use of the re.life Services hereunder, including all data related to Users (including User Information), all data related to the provision of Transportation Services via the re.life Services and the Driver App, and the Driver ID.

1.3 “Device” means a mobile device owned or controlled by Company that is provided to Vendor solely for your use of the Driver App to provide Goods Handling, Movement and Transportation Services.

1.4 “Driver App” means the mobile application provided by Company that enables Goods Handling, Movement and Transportation Services providers to access the re.life Services for the purpose of seeking, receiving and fulfilling ondemand requests for Goods Handling, Movement and Transportation Services by Users, as may be updated or modified from time to time.

1.5 “Driver ID” means the identification and password key assigned by Company to Driver that enables the driver to use and access the Driver App.

1.6 “Rates”has the meaning set forth in Section 4.1.

1.7 “Territory” means the city or the areas in the United Arab Emirates in which you are enabled by the Driver App to provide Transportation Services.

1.8 “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 re.life Services based on available information.

1.9 “Goods Handling, Movement and Transportation Services” includes but not limited to Vendor’s Goods Handling, Packing, Loading, Transportation, Unloading, Unpacking and placement of User go ods via the re.life services in the Territory using the Team Members and Vehicle.

1.10 “Team Members” means persons involved in carrying out different jobs of User via the re.life services for Handling, Packing, Loading, Transportation, Unloading, Unpacking and placement which includes but not limited to Driver, Packer, Installer, Handy man, Labor, Helper etc. depending upon the type of job.

1.11 “Team Leader” means person who leads the Team Members responsible to carry out the Goods Handling, Movement and Transportation Services.

1.12 “re.life Services” mean re.life’s on-demand lead generation and related services licensed by re.life to Company that enable Goods Handling, Movement and Transportation Services to seek, receive and fulfill on-demand requests for Goods Handling, Movement and Transportation Services by Users seeking Goods Handling, Movement and Transportation Services, which services include re.life’s software, websites, payment services as described in Section 4 below, and related support services systems, as may be updated or modified from time to time.

1.13 “User” means an end user authorized by re.life to use the re.life mobile or Web application for the purpose of obtaining Goods Handling, Movement and Transportation Services offered by Company’s Vendor.

1.14 “User Information” means information about a User made available to Vendor in connection with such User’s request for and use of Goods Handling, Movement and Transportation Services, which may include the User’s name, pick-up and delivery location, contact information, goods details, date and time of pickup, photo etc.

1.15 “Vehicle” means Vendor’s vehicle that: (a) meets the then-current Company requirements for a vehicle on the re.life Services; and (b) Company authorizes for your use for the purpose of providing Goods Transportation Services.

1.16 “Device” means a mobile device owned or controlled by Vendor: (a) that meets the then current Company specifications for mobile devices as set forth by re.life; and (b) on which the Driver App has been installed as authorized by Company solely for the purpose of providing Goods Handling, Movement and Transportation Services.

2. Use of the re.life Services

2.1 Driver IDs. re.life will issue vendor’s driver a Driver ID to enable him to access and use the Driver App on a Device in accordance with this Agreement.

2.2 Provision of Goods Handling, Movement and Transportation Services. When the Driver App is active, re.life’s requests for Goods Handling, Movement and Transportation Services may appear via the Driver App. If the Vendor accepts re.life’s request for Goods Handling, Movement and Transportation Services, re.life will provide with certain User Information via the Driver App and also by mail /phone as required, including the User’s name, pickup and destination location, date and time of pickup, goods detail, photo etc. The Vendor acknowledges and agrees that once it has accepted a re.life’s request for Handling, Movement and Transportation Services, re.life’s mobile application may provide certain information about the driver and the team members to the User, including name, contact information, photo and location, and Vehicle make and license plate number. Vendor shall not contact any Users for any reason except for the purposes of fulfilling Goods Handling, Movement and Transportation Services. As between Company and Vendor, Vendor acknowledges and agrees that: (a) Vendor shall be solely responsible for determining the most effective, efficient and safe manner to perform each instance of Goods Handling, Movement and Transportation Services; and (b) except for the re.life Services or any Company Devices (if applicable), Vendor shall provide all necessary equipment, tools and other materials, at it’s own expense, necessary to perform Goods Handling, Movement and Transportation Services.

2.3 Vendor and it’s Team’s Relationship with re.life’s Users. The Vendor acknowledges and agrees that the provision of Goods Handling, Movement and Transportation Services to Users creates a direct business relationship between Vendor and it’s team and the User. Company is not responsible or liable for the actions or inactions of a User in relation to vendor and it’s team’s activities or it’s Vehicle. The Vendor and it’s team shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from The Vendor and it’s team provision of Goods Handling, Movement and Transportation Services. The Vendor acknowledges and agrees that they are 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. The Vendor acknowledges and agrees that Company may release it’s contact and/or insurance information to a User upon such User’s reasonable request. The Vendor acknowledges and agrees that, unless specifically consented to by re.life, vendor may not allow any individuals other than individuals authorized by re.life, during the performance of Goods Handling, Movement and Transportation Services.

Non-Circumvention Agreement -The Vendor including its affiliates, sister companies, group companies including all employees and partners will not contact re.life’s Users to circumvent re.life at any point for business or commercial purposes of any nature without prior written consent from re.life. Any additional marketing or sales of services by the Vendor and its affiliates; without prior written consent from re.life, to the User will be considered breach of conditions of this agreement and allow re.life to seek necessary compensation from the Vendor.

2.4 Responsibilities of the Team Leader. The Vendor acknowledges and agrees that the provision of Goods Handling, Movement and Transportation Services may sometime require involvement of Team Members to carry out the designated job and the vendor will be responsible to designate a suitable member as Team Leader. Team Leader will be the contact person with re.life from site for carrying out the designated job and handle re.life’s App and its requirements. Team Leader will ensure necessary tools and tackles are available with each team member to carry out the designated job. Team Leader will be responsible to co-ordinate with the team assigned for a particular job to properly carryout the job. a. For any issue related to the job at site, Team Leader will ensure to handle it and as and when required will coordinate with re.life office, Team Leader will ensure the proper behavior of his team members with the client, c. Team Leader will ensure that all team members are in proper dress as specified by re.life from time to time, d. Team Leader will ensure that all team members are following the necessary safety measures as specified by re.life and as required by the law, Team Leader will make sure the move is completed as per the allocated time frame, f. For any misconduct by any team member Team Leader will ensure that it is appropriately handled and inform re.life office accordingly.

2.5 re.life User Obligations. The User Obligations are to be read as per the latest User agreement Terms & Conditions on www.re.life.com, which define the obligations of the Users of re.life’s services. This section 2.5 is provided for information of the Vendors only. Charges for relocation of homes, offices or any such dwellings, charges are quoted based on the number of trucks estimated by re.life based on the information provided by the user before and while requesting the quote and additional information gathered before or during the move; and if additional trucks and/or additional labor is required; as determined by re.life during provision of the services; user will be responsible to pay for the additional trucks and other resources deployed for the service.

2.6 Vendor’s Relationship with Company. The Vendor acknowledges and agrees that Company’s provision to the Vendor of the Driver/Hauler App and the re.life Services creates a direct business relationship between Company and Vendor. Company does not, and shall not be deemed to, direct or control the vendor generally or in it’s performance under this Agreement specifically, including in connection with it’s provision of Goods Handling, Movement and Transportation Services, it’s acts or omissions, or it’s operation and maintenance of Vehicle and it’s team members. The vendor retains the right to determine when it will utilize the Driver App or the re.life Services but is contractually bound to deliver following confirmation of availability to service the requirements of re.life business as per the conditions of this agreement. The Vendor will be contacted via phone, email or both to confirm availability for a particular business and only after confirmation by an authorized representative, The Vendor will be allocated the details of the business including contact details of re.life’s User and requirements of the services requested by the User / client. The Vendor will require to confirm details of the Team Leader that will handle the service so re.life can allocate the business via the re.life Driver App. Company retains the right to, at any time at Company's sole discretion, deactivate or otherwise restrict the Vendor from accessing or using the Driver App or the re.life Services in the event of a violation of this Agreement, it’s disparagement of Company or any of its Affiliates, it’s Vendor and it’s team act or omission that causes harm to Company’s or its Affiliates’ brand, reputation or business as determined by Company in its sole discretion, or for any other reason at the reasonable discretion of Company. As part of this agreement, re.life and the Vendor can get into additional service agreements for cross selling of services to each of their clients and or Users with a written addendum capturing the details of such services. The terms and conditions of this contract will remain applicable on such additional services agreed in the future.

The Vendor is encouraged to wear re.life branded t-shirts by its servicing team to service re.life Users to create a standard branding experience of the services but note that at no point The Vendors or its affiliates should represent as re.life employees or its affiliates.

2.6 Ratings.

2.6.1 The Vendor acknowledges and agrees that: (a) after receiving Goods Handling, Movement and Transportation Services, a User will be prompted by re.life’s mobile application or re.life Services to provide a rating of such Goods Handling, Movement and Transportation Services and, optionally, to provide comments or feedback about such Goods Handling, Movement and Transportation Services.

2.6.2 The Vendor acknowledges that Company desires that Users have access to high-quality services via re.life’s mobile application. In order to continue to receive access to the Driver App and the re.life Services, Vendor must maintain an average rating by Users that exceeds the minimum average acceptable rating established by Company, as may be updated from time to time by Company in its sole discretion (“Minimum Average Rating”). In the event the average rating falls below the Minimum Average Rating, Company will notify the vendor and may provide it, in Company’s discretion, a limited period of time to raise the average rating above the Minimum Average Rating. If the average rating dose not increase above the Minimum Average Rating within the time period allowed (if any), Company reserves the right to deactivate vendor’s access to the Driver App and the re.life Services.

2.6.3 Company and its Affiliates reserve the right to use, share and display the Vendor and User ratings and comments in any manner in connection with the business of Company and its Affiliates without attribution to it or it’s approval. The Vendor acknowledges and agrees that Company and its Affiliates are distributors (without any obligation to verify) and not publishers of Vander and User ratings and comments, provided that Company 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 Company’s or its Affiliates’ content policies.

2.7 Devices

2.7.1 The Company may supply The Vendor with a mobile Device. The Vendor agree that: (a) Device may only be used for the purpose of enabling it access to the re.life Services; and (b) Device may not be transferred, loaned, sold or otherwise provided in any manner to any party other than the vendor. Device shall remain the property of Company till the time the total cost is paid off, estimated to be following the first transaction. In any event of termination of this Agreement or termination or deactivation, vendor agrees to settle the due amount if any towards the device or return the device to Company. Company shall make available the Driver App for installation on the Device at no cost to the Vendor. Company hereby grants the Vendor a personal, non- exclusive, non-transferable license to install and use the Driver App on the Device solely for the purpose of providing Goods Handling, Movement and Transportation Services. Vendor agrees 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 license grant shall immediately terminate and the vendor will delete and fully remove the Driver App from the provided Device in the event that the vendor ceases to provide Goods Handling, Movement and Transportation Services using the Device. The Vendor agrees that: (i) use of the Driver App on the Device requires an active data plan with a wireless carrier associated with the Device, which data plan will be provided by the Vendor at it’s own expense. re.life’s Driver App in UAE is estimated to consume a maximum of 650 megabytes of data per month. Company shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan.

2.8 Location Based Services. The Vendor acknowledges and agrees that the geo-location information must be provided to the re.life Services via a Device in order to provide Goods Handling, Movement and Transportation Services. The Vendor acknowledges and agrees that: (a) the geo-location information will be monitored and tracked by the re.life Services when the driver is logged into the Driver’s App and available to receive requests for Goods Handling, Movement and Transportation Services or when providing Goods Handling, Movement and Transportation Services; and (b) the approximate location of the Vehicle will be displayed to the User before and during the provision of Goods Handling, Movement and Transportation Services to such User. In addition, Company and its Affiliates may monitor, track and share the geo-location information obtained by the Driver App and Device for their technical, marketi ng and commercial purposes, including to provide and improve their products and services.

3. The Vendor’s Vehicle and it’s Driver

3.1 Driver’s Requirements. The Vendor acknowledges and agrees that at all times, it’s driver shall: (a) hold and maintain (i) a valid UAE driver's license with the appropriate level of certification to operate the Vehicle, and (ii) all licenses, permits, approvals and authority applicable and that are necessary to provide goods transportation services to third parties in the Territory; (b) possess the appropriate and current level of training, expertise and experience to provide Goods Handling, Movement and Transportation Services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy. The Vendor acknowledges and agrees that the driver may be subject to certain background and driving record checks from time to time in order to qualify to provide, and r emain eligible to provide, Goods Handling, Movement and Transportation Services. The Vendor acknowledges and agrees that Company reserves the right, at any time in Company’s sole discretion, to deactivate or otherwise restrict the driver from accessing or using the Driver App or the re.life Services if he fails to meet the requirements set forth in this Agreement.

3.2 Vehicle Requirements. The Vendor acknowledges and agrees that it’s Vehicle shall at all times be: (a) properly registered and licensed to operate as a goods transportation vehicle in the Territory; (b) owned or leased by the vendor, or otherwise in it’s lawful possession; (c) suitable for performing the goods transportation services contemplated by this Agreement; and (d) maintained in 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.

3.3 Documentation. To ensure compliance with all requirements in Sections 3.1 and 3.2 above, the Vendor must provide Company with written copies of all such licenses, permits, approvals, authority, registrations and certifications prior to your provision of any Transportation Services. Thereafter, the vender must submit to Company written evidence of all such licenses, permits, approvals, authority, registrations and certifications as they are renewed. Company shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement.

4. Financial Terms

4.1 Rates Calculation and Payment. The Vendor will be paid as per agreed rates for each type of job. The Vendor is entitled for payment for each instance of completed Goods Handling, Movement and Transportation Services provided to a User that are obtained via the re.life Services, where such Rates are calculated based upon type of service rendered as per details given in Schedule SC 01. If the Vendor and re.life have separately agreed, Company may deduct other amounts from the agreed rates prior to remittance (e.g., mobile device charges, etc.).

4.2 Changes of Rates Calculation. Company reserves the right to change the Rates Calculation at any time in Company’s discretion based upon local market factors, and Company will provide the vendor with notice in the event of such changes that would result in a change in the recommended Rates for each instance of completed Goods Handling, Movement and Transportation Services. Continued use of the re.life Services after any such change in the Rates Calculation shall constitute your consent to such change.

4.3 Rates Adjustment. Company reserves the right to: (i) adjust the Rates for a particular instance of Goods Handling, Movement and Transportation Services (e.g., failure to properly end a particular instance of Goods Handling, Movement and Transportation Services, technical error etc.); or (ii) cancel the charges for a particular instance of Goods Handling, Movement and Transportation Services (e.g., in the event of a User complaint, fraud, etc.). Company’s decision to reduce or cancel the charges in any such manner shall be exercised in a reasonable manner.

4.4 Cancellation or Schedule Change Charges. The Vendor acknowledges and agrees that re.life’s Users may elect to cancel requests for Services that have been accepted by the vendor, at any time. In the event that a User cancels an accepted request for Goods Handling, Movement and Transportation Services, Company may charge the User a cancellation fee as per the User agreement with re.life. If charged, this cancellation fee shall be deemed the charges for the cancelled Goods Handling, Movement and Transportation Services for the purpose of remittance to the Vendor hereunder, following reimbursement of charges to re.life. Where cancellation or schedule change charges are imposed and collected by re.life as a flat rate, Vendor will receive 50% of that charge. When cancellation and schedule change charges are imposed and collected as Base quote, the Vendor will be reimbursed AED 200 for every truck booked for the corresponding service. Please refer to Schedule SC05 for Cancellation charges.

4.5 No Additional Amounts. The Vendor acknowledges and agrees that, for the mutual benefit of the parties, through advertising and marketing, Company and its Affiliates may seek to attract new Users to re.life and to increase existing Users’ use of re.life’s mobile / web application. The Vendor acknowledges and agrees that such advertising or marketing does not entitle Vendor to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.

5. Proprietary Rights; License

5.1 License Grant. Subject to the terms and conditions of this Agreement, Company hereby grants the Vendor a non-exclusive, non-transferable, non-sub licensable, non-assignable license, during the term of this Agreement, to use the re.life Services (including the Driver App on a Device) solely for the purpose of providing Goods Handling, Movement and Transportation Services to Users and for tracking. All rights not expressly granted are reserved by Company, its Affiliates and their respective licensors.

5.2 Restrictions. The Vendor 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 re.life Services, Driver App or any Company Device in any way; (b) modify or make derivative works based upon the re.life Services or Driver App; (c) improperly use the re.life Services or Driver App, including creating Internet “links” to any part of the re.life Services or Driver App, “framing” or “mirroring” any part of the re.life Services or Driver App on any other websites or systems, or “scraping” or otherwise imprope rly obtaining data from the re.life Services or Driver App; (d) reverse engineer, decompile, modify, or disassemble the re.life Services or Driver App, except as allowed under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, the Vendor shall not, and shall not allow any other party to, access or use the re.life Services or Driver App to: (i) design or develop a 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 re.life 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 re.life Services; or (iv) attempt to gain unauthorized access to the re.life Services or its related systems or networks.

5.3 Ownership. The re.life Services, Driver App and Company Data, including all intellectual property rights therein, and the Company Devices are and shall remain (as between the Vendor and Company) the property of Company, its Affiliates or their respective licensors. Neither this Agreement nor the use of the re.life Services, Driver App or Company Data conveys or grants the Vendor any rights: (a) in or related to the re.life Services, Driver App or Company Data, except for the limited license granted above; or (b) to use or reference in any manner Company’s, its Affiliates’, or their respective licensors’ company names, logos, product and service names, trademarks, services marks or other indicia of ownership.

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 p arty ("Confidential Information"). Confidential Information includes Company Data, Driver IDs, User Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party 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 r emain 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 no 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 Company, 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 receivin g 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.

7. Privacy

7.1 Disclosure of the Vendor’s Information. Subject to applicable law and regulation, Company and its Affiliates may, but shall not be required to, provide to the Vendor, a User, an insurance company and/or relevant authorities and/or regulatory agencies any information (including personal information (e.g., information obtained about the vendor and it’s persons through any background check) and any Company Data) about the Vendor or any Goods Handling, Movement and Transportation Services provided hereunder if: (a) there is a complaint, dispute or conflict, including an accident, between the Vendor or it’s person and a User; (b) it is necessary to enforce the terms of this Agreement; (c) it is required, in Company’s or any Affilia te’s sole discretion, by applicable law or regulatory requirements (e.g., Company or its Affiliates receive a subpoena, warrant, or other legal process for information); or (d) it is necessary, in Company’s or any Affiliate’s sole discretion, to protect the safety, rights, property or security of Company or its Affiliates, the re.life Services or any third party; to protect the safety of the public for any reason; to detect, prevent or otherwise address fraud, security or technical issues; and/or to prevent or stop activity Company or its Affiliates, in their sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity).

7.2 Information provided by the Vendor and collected about the Vendor and it’s team may be transferred or accessed by Company and its Affiliates around the world, including in jurisdictions that may have less protective privacy laws than Vendor’s country. The Vendor expressly consent to Company’s and its Affiliates’ use of location-based services and Vendor expressly waive and release Company and its Affiliates from any and all liability, claims, causes of action or damages arising from Vendor’s use of the re.life Services, or in any way relating to the use of the geo-location and other location-based services.

7.3 Company and its Affiliates may collect personal data of the Vendor’s team during the course of application for, and use of, the re.life Services, which information may be stored, processed, and accessed by Company and its Affiliates for business purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with Company’s and its Affiliates’ legitimate business needs. The Vendor expressly consents to such use of personal data.

8. Insurance

8.1 The Vendor agrees to maintain during the term of this Agreement on all Vehicles operated by it under this Agreement automobile liability insurance that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy the minimum requirements to operate a goods vehicle on the public roads within the Territory. This coverage must also include any no-fault coverage required by law in the Territory that may not be waived by an insured. The Vendor agree to provide Company and its Affiliates a copy of the insurance policy, policy declarations, proof of insurance identification card and proof of premium payment for the insurance policy required in this Section

8.1 Upon request. Furthermore, the Vendor must provide Company with written notice of cancellation of any insurance policy required by Company. Company shall have no right to control Vendor’s selection or maintenance of Vendor’s policy.

8.2 The Vendor agrees to maintain during the term of this Agreement, workers’ compensation insurance for all its team members deputed for re.life job, as required by all applicable laws in the Territory.

8.3 Company may maintain during the term of this Agreement insurance related to the provision of Transportation Services as determined by Company in its reasonable discretion, provided that Company and its Affiliates are not required to provide the Vendor with any specific insurance coverage for any loss to it’s team or Vehicle. The Vendor is required to promptly notify Company of any accidents that occur while providing Services to re.life Users and to cooperate and provide all necessary information related thereto.

9. Representations and Warranties; Disclaimers

9.1 By The Vendor. The Vendor hereby represents and warrants that: (a) it has full power and authority to enter into this Agreement and perform the obligations hereunder; (b) it has not entered into, and during the term will not enter into, any agreement that would prevent it from complying with this Agreement; and (c) it will comply with all applicable laws in performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide (i) Transportation Services using the Vehicles pursuant to this Agreement, and (ii) goods transportation services to third parties in the Territory generally and (iii) all other services that The Vendor has sourced through re.life.

9.2 Disclaimer of Warranties. COMPANY AND ITS AFFILIATES PROVIDE, AND YOU ACCEPT, THE RE.LIFE SERVICES, DRIVER APP AND THE COMPANY DEVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY AND ITS AFFILIATES DO NOT REPRESENT, WARRANT OR GUARANTEE THAT YOUR ACCESS TO OR USE OF THE RE.LIFE SERVICES, DRIVER APP OR THE DEVICES: (A) WILL BE UNINTERRUPTED OR ERROR FREE; OR (B) WILL RESULT IN ANY REQUESTS FOR TRANSPORTATION SERVICES. COMPANY AND ITS AFFILIATES FUNCTION AS AN ON-DEMAND LEAD GENERATION AND RELATED SERVICE ONLY AND MAKE NO REPRESENTATIONS, WARRANTIES OR GUARANTEES AS TO THE ACTIONS OR INACTIONS OF THE USERS WHO MAY REQUEST OR RECEIVE HANDLING, MOVEMENT ANDTRANSPORTATION SERVICES FROM YOU, AND COMPANY AND ITS AFFILIATES DO NOT SCREEN OR OTHERWISE EVALUATE USERS. BY USING THE RE.LIFE SERVICES AND DRIVER APP, THE VENDOR ACKNOWLEDGES AND AGREES THAT IT MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO IT OR IT’S PEOPLE OR OTHER THIRD PARTIES. THE VENDORIS ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE RE.LIFE SERVICES OR DRIVER APP.NOTWITHSTANDING COMPANY’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF YOU FOR THE PURPOSE OF ACCEPTING PAYMENT FROM USERS ON IT’S BEHALF AS SET FORTH IN SECTION 4 ABOVE, COMPANY AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL LIABILITY FOR ANY ACT OR OMISSION OF THE VENDOR AND IT’S PERSONS, ANY USER OR OTHER THIRD PARTY.

9.3 NO SERVICE GUARANTEE. COMPANY AND ITS AFFILIATES DO NOT GUARANTEE THE AVAILABILITY OR UPTIME OF THE RE.LIFE SERVICES OR DRIVER APP. THE VENDOR ACKNOWLEDGES AND AGREES THAT THE RE.LIFE 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 RE.LIFE SERVICES OR DRIVER APP MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, AND COMPANY AND ITS AFFILIATES ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES, LIABILITIES OR LOSSES RESULTING FROM SUCH PROBLEMS.

10. Indemnification

The Vendor shall indemnify, defend (at Company’s option) and hold harmless Company 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 contributions and taxes arising out of or related to: (a) breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to provision of Transportation Services or use of the re.life Services.

11. Limits of Liability

COMPANY 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) YOUR OR ANY THIRD PARTY’S PROPERTY DAMAGE, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE. EXCEPT FOR COMPANY’S OBLIGATIONS TO PAY AMOUNTS DUE TO YOU PURSUANT TO SECTION 4 ABOVE, BUT SUBJECT TO ANY LIMITATIONS OR OTHER PROVISIONS CONTAINED IN THIS AGREEMENT WHICH ARE APPLICABLE THERETO, IN NO EVENT SHALL THE LIABILITY OF COMPANY O R ITS AFFILIATES UNDER THIS AGREEMENT EXCEED THE AMOUNT OF SERVICE FEES ACTUALLY PAID TO OR DUE TO COMPANY HEREUNDER IN THE SIX (6) DAY PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

12. Term and Termination

12.1 Term. This Agreement shall commence on the date accepted by The Vendor 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 thirty (30) days prior written 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, Company may terminate this Agreement or deactivate Vendor’s Driver ID immediately, without notice, with respect the Vendor in the event it no longer qualify, under applicable law or the standards and policies of Company and its Affiliates, to provide Transportation Services or to operate the Vehicle, or as otherwise set forth in this Agreement.

12.3 Effect of Termination. Upon termination of the Agreement, the Vendor shall: (a) promptly return to Company all Company Devices; and (b) immediately delete and fully remove the Driver App from any of it’s Devices. Outstanding payment obligations and Sections 1, 2.3, 2.4, 2.6, 3, 4.4, 5.3, 6, 7, 9, 10, 11, 12.3, 13, 14 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 Company acting as the limited payment collection agent solely for the purpose of collecting payment from Users on behalf of the Vendor, 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, between Company and the Vendor or it’s persons; and (b) no joint venture, partnership, or agency relationship exists between Company and the Vendor.

13.2 The Vendor has no authority to bind Company or its Affiliates and it undertakes not to hold itself as agent or authorized representative of Company or its Affiliates. Where, by implication of mandatory law or otherwise, it may be deemed an agent or representative of Company, the Vendor undertakes and agrees to indemnify, defend (at Company’s option) and hold Company and its Affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship.

14. Miscellaneous Terms

14.1 Modification. Company reserves the right to modify the terms and conditions of this Agreement at any time, effective upon publishing an updated version of this Agreement on the por tal available to the Vendor on the re.life Services. Company reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. The Vendor hereby acknowledges and agrees that, by using the re.life Services, or downloading, installing or using the Driver App, The Vendor is bound by any future amendments and additions to this Agreement, information referenced at hyperlinks herein, or documents incorporated herein , including with respect to charges to Calculations. Continued use of the re.life Services or Driver App after any such changes shall constitute the consent to such changes.

14.2 Supplemental Terms. Supplemental terms may apply to the use of the re.life Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). The Vendor 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 or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non -binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

14.4 Assignment. Neither party shall 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; provided that Company may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent: (a) to an Affiliate; or (b) to an acquirer of all or substantially all of Company’s business, equity or assets.

14.5 Entire Agreement. This Agreement, including 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.”

14.6 No Third Party Beneficiaries. 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 Company to the Vendor under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the re.life Services or by post.

15. Governing Law; Arbitration

Except as otherwise set forth in these Terms, these Terms shall be exclusively governed by and construed in accordance with the laws of the United Arab Emirates. The Vienna Convention on the International Sale of Goods of 1980 (CISG) shall not apply. Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Services or these Terms, including those relating to its validity, its construction or its enforceability (any “Dispute”) shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules' Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of both mediation and arbitration shall be the United Arab Emirates. The language of the mediation and/or arbitration shall be English, unless you do no t speak English, in which case the mediation and/or arbitration shall be conducted in both English and your native language. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, 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.

In witness, thereof the parties have their hands and seal on the 31st day of March 2018

ADNAN NAWAZ TRANSPORT BY HEAVY TRUCKS LLC

For RE.LIFE TECHNOLOGIES DMCC

If you have any questions regarding these Terms and Conditions, please Contact Us.