Network Membership & Marketing Agreement –LIMO BOOKED

THIS NETWORK MEMBERSHIP & MARKETING AGREEMENT (the “Agreement”) is entered into as of the date of electronic acceptance or signing (the “Effective Date”), by and between LIMO BOOKED, a marketing agency and lead generation platform (the “Company”), and the individual or business entity applying for membership or service (the “Member”).

1. RECITALS

1.1. Purpose

The Company owns and operates a network of proprietary digital assets, including but not limited to websites (such as mylimoluxury.com), domains, and lead generation systems designed to capture and distribute customer inquiries for luxury transportation services.

1.2. Engagement

The Member is a professional transportation provider seeking to increase its business volume by receiving leads, renting digital storefronts, or participating in the Company’s marketing network.

1.3. Acknowledgment

The Member acknowledges that the Company is a marketing intermediary and does not provide transportation services directly. The Member is an independent contractor and not an employee, partner, or joint venturer of the Company.

2. SERVICES AND SCOPE

2.1. Lead Generation

The Company shall use commercially reasonable efforts to generate and distribute transportation leads to the Member via the Company’s platform.

2.2. Website Rental/Leasing

If applicable, the Company may grant the Member a non-exclusive, non-transferable license to “rent” or utilize a specific website or domain owned by the Company. All such digital assets remain the sole property of the Company.

2.3. Platform Access

The Company provides the infrastructure for lead capture and delivery. The Company does not guarantee a specific volume of leads or a specific conversion rate.

3. MEMBER OBLIGATIONS AND VETTING

3.1. Service Standards

Member represents that it is a 4- or 5-star vetted limousine company. Member must maintain high standards of punctuality, safety, and vehicle maintenance.

3.2. Compliance

Member must hold all necessary licenses, permits, and insurance required by local, state, and federal laws to operate a transportation business.

3.3. Responsibility for Service

The Member is solely responsible for the fulfillment of any transportation services booked through the Company’s leads. The Member shall be the “contractor of record” for the end-user.

4. FEES AND PAYMENT TERMS

4.1. Fees; Order Form Controls

Member agrees to pay the Company the fees described in one or more written order forms, statements of work, online checkout pages, or similar purchase documents that reference this Agreement (each, an “Order Form”). Fees may include, without limitation: (a) monthly or recurring membership/subscription fees; (b) website rental or digital asset access fees; (c) per-lead fees; and/or (d) commissions or revenue-share amounts on completed bookings attributable to Company marketing or lead sources, as specified in the applicable Order Form.

4.2. Payment Terms

Unless otherwise stated in the Order Form: (a) fees are billed in advance for subscription/rental components; (b) lead fees and/or commissions (if any) are billed as incurred or on a periodic reconciliation basis; (c) all payments are due upon invoice receipt; and (d) all amounts are non-refundable and non-cancellable, except as expressly required by applicable law or expressly stated in an Order Form.

4.3. Taxes

Member is responsible for all applicable taxes, duties, and governmental charges related to the services, other than taxes based on the Company’s net income.

4.4. Late Payment; Suspension; Collections

Failure to pay any amount when due may result in (a) immediate suspension of lead delivery, platform access, call routing, and/or deactivation of any rented website or digital asset access; and/or (b) termination pursuant to Section 8. Member will reimburse the Company for reasonable costs of collection (including reasonable attorneys’ fees) to the extent permitted by law.

4.5. No Offset

Member will pay all amounts due without setoff, counterclaim, deduction, or withholding (except to the extent required by law, in which case Member will provide reasonable documentation).

5. PROPRIETARY RIGHTS AND DATA

5.1. Ownership of Assets (100% Company-Owned)

The Company retains 100% exclusive ownership of all websites, domain names, landing pages, phone numbers, call-tracking numbers, email accounts/aliases, SEO rankings, advertising accounts (to the extent owned by the Company), branding, logos, trademarks, creative materials, templates, and software code, and any goodwill associated with the foregoing, whether provided, made available, or used in connection with the services (collectively, “Company Assets”). No ownership interest is transferred to the Member through rental, membership, or participation in the network. Any rights granted are strictly limited, revocable, non-exclusive, non-transferable, and for the Term only.

5.2. License Restrictions

Member will not (and will not allow any third party to): (a) copy, modify, adapt, translate, or create derivative works of the Company Assets; (b) reverse engineer or attempt to discover source code or underlying ideas; (c) remove proprietary notices; (d) register or attempt to register any trademark, domain, social media handle, or business name confusingly similar to Company branding (including “MY LIMO 4U” or related marks) based on access to the Company Assets; or (e) use the Company Assets except as expressly authorized under this Agreement and applicable Order Form.

5.3. Data Ownership; Customer Relationship

All customer and lead data generated, collected, captured, tracked, or processed through the Company’s platforms, websites, forms, call tracking, chat tools, advertising, and related systems—including names, contact information, trip details, quotes, communications, recordings, and booking status (collectively, “Customer Data”)—is and remains the sole property of the Company. Member receives a limited, revocable license to use Customer Data solely to promptly contact the customer and fulfill (or attempt to fulfill) the requested transportation service arising from the specific lead.

5.4. Data Use Restrictions

Member shall not: (a) sell, rent, disclose, transfer, or otherwise provide Customer Data to any third party; (b) use Customer Data to market unrelated services outside the scope of the customer’s inquiry; (c) upload Customer Data into Member’s marketing lists for ongoing campaigns without the customer’s express consent; or (d) retain Customer Data longer than reasonably necessary to service the inquiry, except as required by law. Upon the Company’s request, Member will promptly delete and/or return Customer Data in Member’s possession or control, except where retention is legally required.

5.5. Feedback

If Member provides suggestions or feedback, Member grants the Company a non-exclusive, perpetual, irrevocable, worldwide, royalty-free right to use and incorporate such feedback without restriction or compensation.

6. DISCLAIMERS AND LIMITATION OF LIABILITY

6.1. Lead Quality Disclaimer; No Guarantee of Results

The Company provides leads, inquiries, and marketing services on an “as-is” and “as-available” basis. The Company does not and cannot guarantee: (a) lead volume; (b) lead accuracy or completeness; (c) that any lead will be exclusive to Member; (d) that any customer will answer, qualify, book, pay, or complete a ride; (e) any conversion rate, revenue, profit, or return on investment; or (f) that leads will be free from spam, duplicate inquiries, wrong numbers, or customers outside Member’s service area. Member acknowledges that lead performance can be affected by factors outside the Company’s control (including pricing, availability, response time, market conditions, customer preferences, and Member’s service quality).

6.2. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

6.3. Limitation of Liability

IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY THE MEMBER TO THE COMPANY IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7. INDEMNIFICATION

The Member agrees to indemnify, defend, and hold harmless the Company, its owners (including LIMO BOOKED and MY LIMO 4U), and employees from any and all claims, damages, or lawsuits arising from the Member’s transportation services, vehicle accidents, chauffeur conduct, or breach of this Agreement.

8. TERM AND TERMINATION

8.1. Term

This Agreement shall remain in effect on a month-to-month basis unless otherwise specified in writing in an Order Form.

8.2. Termination by Company; Immediate Suspension/Termination

The Company may suspend performance and/or terminate this Agreement and revoke access to leads, call routing, platform features, and/or rented websites immediately upon notice (or without notice where commercially reasonable) if the Member: (a) fails to pay any fees when due; (b) breaches this Agreement, any Order Form, or service standards; (c) misuses or discloses Customer Data; (d) infringes or challenges the Company Assets; (e) engages in unlawful, deceptive, abusive, or unethical conduct; or (f) engages in conduct that harms, or reasonably could harm, the Company’s reputation, systems, or customer relationships.

8.3. Termination by Member

Member may terminate this Agreement by providing thirty (30) days’ written notice, subject to Member’s obligation to pay all fees due through the effective termination date and any non-cancellable commitments stated in an Order Form.

8.4. Effect of Termination

Upon termination or expiration: (a) Member must immediately cease using any Company-owned domains, websites, phone numbers, tracking numbers, logins, and branding; (b) all licenses granted to Member terminate; (c) Member shall have no further right to receive leads; (d) Member must promptly return or permanently delete Customer Data in its possession or control (except to the extent retention is required by law); and (e) any accrued payment obligations survive.

8.5. Survival

Sections 4 (to the extent of amounts owed), 5, 6, 7, 8.4, 8.5, 9, and 10 survive termination or expiration.

9. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts located in Harris County, Houston, Texas.

10. ENTIRE AGREEMENT

This document constitutes the entire agreement between the parties regarding the Network Membership and Marketing Services and supersedes all prior discussions or representations.

11. INDEPENDENT CONTRACTOR STATUS; NO AGENCY

The parties are independent contractors. Nothing in this Agreement creates any partnership, joint venture, employment, fiduciary, franchise, or agency relationship between the parties. Member has no authority to bind the Company, incur obligations on the Company’s behalf, or make representations or warranties on behalf of the Company. Member is solely responsible for its employees, chauffeurs, subcontractors, insurance, licensing, taxes, and compliance.

12. CONFIDENTIALITY; NON-DISCLOSURE OF METHODS

12.1. Confidential Information

“Confidential Information” includes all non-public information related to the Company’s business, including lead generation methods, marketing strategies, keywords, campaign structure, targeting, conversion processes, scripts, pricing models, vendor relationships, SOPs, customer lists, Customer Data, software/workflows, and any other trade secrets or proprietary information disclosed or made available to Member.

12.2. Obligations

Member shall: (a) keep the Confidential Information strictly confidential; (b) use it only as necessary to perform under this Agreement; (c) not disclose it to any third party except to Member’s employees/contractors who have a need to know and are bound by confidentiality obligations at least as protective as this Agreement; and (d) protect it using at least reasonable care.

12.3. Exclusions

Confidential Information does not include information that Member can demonstrate: (a) is or becomes public through no fault of Member; (b) was lawfully known to Member without restriction before disclosure by the Company; (c) is independently developed by Member without use of the Company’s Confidential Information; or (d) is rightfully obtained from a third party without breach of any obligation.

12.4. Compelled Disclosure

If Member is required by law to disclose Confidential Information, Member will (to the extent legally permitted) provide prompt written notice to the Company and reasonably cooperate with efforts to limit disclosure.

12.5. Injunctive Relief

Member acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm for which monetary damages may be insufficient, and the Company may seek injunctive or equitable relief in addition to any other remedies.

IN WITNESS WHEREOF

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

SIGNATURES

LIMO BOOKED

Name: ____________________________________

Title: _____________________________________

Signature: _________________________________

Date: _____________________________________

MEMBER/PARTNER

Name: ____________________________________

Title: _____________________________________

Signature: _________________________________

Date: _____________________________________