SMARTCABPRO LLC · Version 1.1 · Effective July 29, 2026 (v1.1 adds Section 9A — Ride Card Payments & Platform Service Fee)
This Platform Service Agreement ("Agreement") is entered into between SmartCabPro LLC, a New Jersey limited liability company ("SmartCabPro," "we," "our," or "us"), and the individual or business entity accepting this Agreement ("Transportation Provider," "Customer," or "you").
By signing this Agreement electronically, creating an account, activating the Platform, or using any SmartCabPro service, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement.
SmartCabPro provides cloud-based software designed to assist transportation providers with dispatching, communications, customer management, driver management, reporting, and related operational functions.
SmartCabPro does not provide transportation services.
The purpose of this Agreement is to define the legal relationship between SmartCabPro and the Transportation Provider regarding access to and use of the SmartCabPro Platform.
For purposes of this Agreement:
The SmartCabPro software platform, including all web applications, mobile applications, APIs, dashboards, AI services, dispatch tools, messaging services, reporting tools, websites, and future updates provided by SmartCabPro.
Any taxi company, dispatch company, fleet operator, vehicle owner, transportation business, licensed transportation operator, or other organization using the Platform to operate transportation services.
Individuals authorized by the Transportation Provider to access the Platform, including owners, managers, dispatchers, drivers, administrators, employees, contractors, and other personnel.
Individuals requesting or receiving transportation services from the Transportation Provider through the Platform, telephone, AI phone agent, messaging channels, or any integrated booking method.
All information entered into, uploaded to, transmitted through, or generated by the Transportation Provider while using the Platform, including customer information, trip records, dispatch information, driver information, communications, reports, and operational data.
SmartCabPro provides software and technology services that may include, without limitation:
The Platform is provided as a technology solution to assist Transportation Providers in operating their businesses.
The parties expressly acknowledge and agree that:
SmartCabPro is solely a software and technology provider.
SmartCabPro is not:
The Transportation Provider independently owns, leases, manages, or otherwise operates its transportation business and is solely responsible for providing transportation services to passengers.
Nothing contained in this Agreement creates a partnership, joint venture, agency, franchise, employment relationship, fiduciary relationship, or other legal association between SmartCabPro and the Transportation Provider.
The Transportation Provider is solely responsible for its transportation operations, including, where applicable:
These responsibilities remain with the Transportation Provider regardless of whether SmartCabPro software is used to dispatch, schedule, or manage transportation services.
SmartCabPro does not supervise, control, direct, or guarantee any transportation service performed through the Platform.
SmartCabPro is not responsible for:
The agreement for transportation exists solely between the Passenger and the Transportation Provider.
SmartCabPro merely provides software that facilitates communication and operational management.
Subject to this Agreement and the timely payment of all applicable fees, SmartCabPro LLC grants the Transportation Provider a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the SmartCabPro Platform solely for the operation of its transportation business.
This license grants only the right to use the Platform and does not transfer ownership of the Platform or any intellectual property.
The Transportation Provider acquires no ownership interest in the software, source code, databases, AI models, APIs, documentation, trademarks, trade secrets, designs, or any other SmartCabPro technology.
The subscription may include, depending on the selected plan:
Some services may require additional fees or separate activation.
SmartCabPro reserves the right to modify, improve, replace, discontinue, or add Platform features at any time.
No feature is guaranteed to remain available indefinitely unless specifically promised in writing.
The Transportation Provider agrees to pay all subscription fees according to the pricing plan selected during onboarding.
Subscription fees may include:
All fees are payable in U.S. Dollars unless otherwise agreed.
Where the ride payments feature is enabled, the Transportation Provider's drivers may accept card payments from passengers for rides. Card payments are processed by Stripe, Inc.: each participating driver connects a Stripe payment account that belongs to the driver, and funds flow from the passenger through Stripe to the driver's account. SmartCabPro never holds, controls, or transmits ride funds and is not a party to the fare transaction.
Subscription fees do not include applicable taxes.
The Transportation Provider is responsible for all sales taxes, use taxes, VAT, GST, or similar governmental charges, except taxes based solely on SmartCabPro's income.
SmartCabPro may invoice automatically using the payment method on file.
The Transportation Provider authorizes recurring charges for all subscription fees and approved usage-based charges.
Failure of automatic billing does not waive the Transportation Provider's payment obligations.
If payment is not received by the due date, SmartCabPro may, without liability:
Service restoration may require payment of all outstanding balances.
SmartCabPro may modify pricing by providing advance notice.
Price changes will apply only to future billing periods unless otherwise required by law.
Continued use of the Platform after the effective date constitutes acceptance of the revised pricing.
The Transportation Provider agrees not to:
SmartCabPro may immediately suspend any account engaged in prohibited conduct.
The Transportation Provider is responsible for:
SmartCabPro is not responsible for losses resulting from compromised credentials under the Transportation Provider's control.
SmartCabPro may deploy updates, security patches, bug fixes, AI improvements, interface changes, and new functionality without prior notice.
Some updates may temporarily affect Platform availability.
The Transportation Provider acknowledges that continuous software improvement is part of the subscription service.
SmartCabPro continually works to provide a reliable, secure, and available Platform. However, the Transportation Provider acknowledges that no cloud-based software service can guarantee uninterrupted or error-free operation.
Unless expressly stated in a separate written Service Level Agreement ("SLA") signed by SmartCabPro, the Platform is provided on an "as available" and "as is" basis.
SmartCabPro does not guarantee:
SmartCabPro may perform:
Maintenance may temporarily interrupt some or all Platform services.
Whenever reasonably practical, SmartCabPro will provide advance notice of scheduled maintenance. Emergency maintenance may occur without prior notice.
Certain Platform functions depend on independent third-party providers.
These providers may include cloud hosting, internet service providers, telecommunications carriers, mapping providers, payment processors, SMS providers, AI providers, and push notification services.
SmartCabPro is not responsible for outages, delays, interruptions, errors, or failures caused by any third-party provider.
Examples include, but are not limited to:
Despite implementing commercially reasonable administrative, technical, and organizational safeguards, no software platform can eliminate all cybersecurity risks.
SmartCabPro shall not be liable for service interruptions, delays, or damages arising from:
SmartCabPro reserves the right to temporarily suspend all or part of the Platform if reasonably necessary to protect the Platform, Customer Data, users, or third-party systems.
Neither party shall be liable for any delay or failure to perform its obligations resulting from events beyond its reasonable control, including but not limited to:
Performance shall resume as soon as reasonably practical after the Force Majeure event ends.
The Transportation Provider acknowledges that it is responsible for maintaining reasonable contingency procedures to continue operating its transportation business during temporary Platform interruptions.
Such procedures may include:
SmartCabPro does not guarantee that the Platform will always be available as the Transportation Provider's sole operational system.
To the maximum extent permitted by law, SmartCabPro shall not be liable for any loss arising from temporary or permanent service interruptions, including:
This limitation applies regardless of whether the interruption results from software issues, maintenance, cybersecurity events, internet outages, or third-party provider failures, except where liability cannot legally be excluded.
The Transportation Provider acknowledges that SmartCabPro provides technology services only.
SmartCabPro does not guarantee:
Business success depends on numerous factors outside SmartCabPro's control.
SmartCabPro may provide artificial intelligence ("AI") features that assist Transportation Providers in handling customer communications and business operations.
These features may include:
The Transportation Provider understands that AI-generated responses are automated and may occasionally contain inaccuracies or misunderstand customer requests.
Although SmartCabPro continuously improves its AI systems, it does not guarantee that AI services will:
The Transportation Provider remains responsible for monitoring its operations and deciding whether to enable AI features.
Unless expressly stated otherwise, AI features are optional.
Transportation Providers may enable or disable eligible AI services through Platform settings or by contacting SmartCabPro.
Disabling AI services does not terminate the underlying Platform subscription.
Certain AI functionality relies on third-party providers.
SmartCabPro may change, replace, or discontinue AI providers at its discretion to improve quality, security, availability, or cost efficiency.
The Transportation Provider acknowledges that AI processing may involve trusted third-party providers acting on behalf of SmartCabPro.
The Platform may support communications through:
Availability depends on third-party providers, mobile carriers, internet connectivity, device compatibility, and applicable laws.
The Transportation Provider is solely responsible for using Platform communications in compliance with applicable laws, regulations, carrier requirements, and consent obligations.
This includes obtaining any legally required consent before sending communications where applicable.
SmartCabPro may suspend messaging capabilities if it reasonably believes continued use could violate legal or carrier requirements or threaten platform integrity.
Where call recording, voicemail, transcription, or similar features are enabled, the Transportation Provider is responsible for determining whether notice or consent is legally required in the jurisdictions where it operates.
SmartCabPro does not provide legal advice regarding recording or consent requirements.
From time to time, SmartCabPro may make available experimental, preview, or beta features.
Beta features are provided solely for evaluation and testing purposes.
They may:
SmartCabPro makes no warranties regarding beta features.
The Transportation Provider acknowledges that AI assists human operations but does not replace the Transportation Provider's responsibility to supervise its business.
SmartCabPro does not guarantee that AI-generated recommendations, dispatches, summaries, or communications are accurate, complete, or appropriate for every situation.
Final operational decisions remain the responsibility of the Transportation Provider.
SmartCabPro may introduce new technologies, automation tools, integrations, communication channels, and AI capabilities during the subscription term.
Unless otherwise stated, such additions will be governed by this Agreement without requiring a new contract.
The SmartCabPro Platform, including its software, source code, databases, designs, user interfaces, APIs, algorithms, AI workflows, documentation, trademarks, trade names, logos, graphics, reports, and all related intellectual property, is and shall remain the exclusive property of SmartCabPro LLC or its licensors.
No ownership rights are transferred to the Transportation Provider under this Agreement.
As between SmartCabPro and the Transportation Provider, the Transportation Provider retains ownership of the Customer Data that it submits to or generates through the Platform.
Customer Data may include, without limitation:
SmartCabPro does not claim ownership of the Transportation Provider's Customer Data.
The Transportation Provider grants SmartCabPro a limited, non-exclusive license to host, store, process, transmit, back up, analyze, and otherwise use Customer Data solely as necessary to:
This license ends when the Agreement ends, except where continued processing is required by law or for backup retention policies.
SmartCabPro may generate anonymous and aggregated statistical information derived from Platform usage.
Such information:
Aggregated analytics remain the exclusive property of SmartCabPro.
Each party agrees to protect the confidential information of the other party using reasonable care.
Confidential information includes, but is not limited to:
Neither party may disclose confidential information except as permitted by this Agreement or required by law.
The Transportation Provider shall not:
If the Transportation Provider or its users voluntarily provide suggestions, ideas, feature requests, or other feedback regarding the Platform, SmartCabPro may use, modify, implement, and commercialize such feedback without restriction or obligation to provide compensation.
Upon termination of the Agreement, SmartCabPro may make Customer Data available for export for a reasonable period, subject to:
Data may be provided in a commercially reasonable format determined by SmartCabPro.
After the export period expires, SmartCabPro may permanently delete Customer Data in accordance with its data retention policies.
Upon receiving a verified request from the Transportation Provider, SmartCabPro will delete Customer Data within a commercially reasonable period, except where retention is required by:
Backup copies containing deleted data will not be restored except as required for disaster recovery.
If SmartCabPro reasonably believes that continued use of any feature may infringe the intellectual property rights of another party, SmartCabPro may:
SmartCabPro offers multiple subscription plans designed to meet the needs of different Transportation Providers.
Each subscription plan may include different features, capacities, limits, and service levels.
The Transportation Provider is entitled only to the features, modules, services, and usage limits included in its purchased subscription or otherwise agreed to in writing.
Marketing materials, demonstrations, websites, and product announcements do not guarantee that every feature is included in every subscription.
Certain Platform features are optional and may require separate activation, approval, or additional fees.
Optional modules may include, without limitation:
SmartCabPro reserves the right to introduce, modify, replace, or discontinue optional modules.
Certain services may be billed according to actual usage rather than a fixed monthly subscription.
Usage-based services may include:
Usage calculations shall be based on SmartCabPro's system records unless demonstrably incorrect.
The Transportation Provider acknowledges that certain Platform services rely upon third-party providers that charge SmartCabPro based upon actual usage.
Where applicable, SmartCabPro may recover such costs from the Transportation Provider, including but not limited to:
SmartCabPro may revise subscription pricing, optional module pricing, or usage-based rates by providing reasonable advance notice.
Price changes shall apply prospectively and shall not retroactively affect services already billed.
If a third-party provider immediately increases pricing beyond SmartCabPro's reasonable control, SmartCabPro may adjust the applicable usage-based charges accordingly after providing notice where reasonably practicable.
SmartCabPro may negotiate custom pricing, enterprise agreements, promotional pricing, pilot programs, or volume discounts with individual Transportation Providers.
Such customized commercial terms shall control over conflicting standard pricing provisions.
Unless otherwise agreed in writing, each subscription applies only to the specific Transportation Provider identified during onboarding.
Additional companies, brands, franchises, locations, divisions, fleets, or business entities may require separate subscriptions or additional fees.
SmartCabPro may, at its sole discretion, offer:
Unless expressly stated otherwise in writing, promotional pricing expires automatically at the end of the applicable promotional period.
Except where required by applicable law or expressly agreed in writing, subscription fees, usage-based charges, activation fees, implementation fees, and optional service fees are non-refundable.
Temporary interruptions, maintenance, feature updates, or changes to optional services do not automatically entitle the Transportation Provider to refunds, credits, or fee reductions.
If any invoice remains unpaid beyond the applicable payment period, SmartCabPro may, after any required notice under applicable law or the parties' agreement:
Suspension does not relieve the Transportation Provider of its obligation to pay outstanding amounts.
If unpaid amounts require formal collection efforts, SmartCabPro may recover its reasonable costs of collection, including collection agency fees, court costs, and reasonable attorneys’ fees, where permitted by applicable law.
SmartCabPro may introduce new software products, modules, integrations, AI capabilities, communication channels, hardware integrations, or commercial offerings.
Unless otherwise agreed in writing, access to such products or services is not included in an existing subscription and may require separate activation or additional fees.
The Transportation Provider acknowledges that the collection, use, storage, processing, disclosure, retention, and deletion of personal information are governed by SmartCabPro's Privacy Policy, as amended from time to time.
The Privacy Policy is incorporated into this Agreement by reference to the extent applicable.
If any conflict exists between this Agreement and the Privacy Policy regarding commercial matters, this Agreement shall control.
The Transportation Provider is solely responsible for ensuring that it has all rights, permissions, notices, and legally required consents necessary for the collection, use, disclosure, and processing of Customer Data through the Platform.
Where applicable, this includes obtaining any legally required consent from passengers, drivers, employees, contractors, or other individuals whose personal information is processed through the Platform.
SmartCabPro maintains commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, destruction, loss, alteration, or disclosure.
Such safeguards may include:
No security system can guarantee absolute protection against every threat.
The Transportation Provider is responsible for maintaining the confidentiality of:
The Transportation Provider shall immediately notify SmartCabPro upon discovering suspected unauthorized access or a security incident affecting its account.
If SmartCabPro becomes aware of a confirmed security incident affecting Customer Data under its control, SmartCabPro will take commercially reasonable steps to:
Nothing in this section shall require disclosure of confidential security information that could increase the risk of further attacks.
The Transportation Provider is solely responsible for complying with all laws applicable to its transportation business, including, where applicable:
SmartCabPro does not provide legal or regulatory compliance advice.
The Transportation Provider acknowledges that Customer Data may be processed, transmitted, stored, or backed up in jurisdictions where SmartCabPro or its service providers operate.
By using the Platform, the Transportation Provider authorizes such processing to the extent necessary to provide the subscribed services and subject to applicable law.
SmartCabPro uses trusted third-party providers to deliver portions of the Platform.
These providers may include cloud infrastructure providers, telecommunications providers, AI providers, payment processors, mapping providers, analytics providers, messaging providers, and other technology vendors.
The Transportation Provider acknowledges that certain Customer Data may be processed by such providers solely for the purpose of delivering the subscribed services.
If SmartCabPro receives a lawful subpoena, court order, search warrant, governmental request, or other legally binding demand relating to Customer Data, SmartCabPro may disclose the requested information to the extent required by applicable law.
Where legally permitted and reasonably practicable, SmartCabPro may notify the Transportation Provider before such disclosure.
Customer Data shall be retained for the period reasonably necessary to:
Retention periods may vary depending on the type of information involved.
SmartCabPro may update its Privacy Policy, security practices, or data processing procedures to comply with changes in applicable laws, regulations, industry standards, or security requirements.
Continued use of the Platform after such updates constitutes acceptance of those changes to the extent permitted by law.
The Transportation Provider acknowledges that:
Accordingly, SmartCabPro cannot guarantee that unauthorized access, cyberattacks, data loss, service interruptions, or other security incidents will never occur.
The Platform may integrate with, communicate with, or rely upon third-party products, services, infrastructure, software, hardware, or networks.
Such services may include, without limitation:
The availability of any third-party service is outside SmartCabPro's reasonable control.
SmartCabPro is not responsible for:
If a third-party provider modifies, suspends, or permanently discontinues a service, SmartCabPro may modify or discontinue the related Platform functionality without liability.
To improve reliability, security, pricing, compliance, or functionality, SmartCabPro may replace one third-party provider with another without obtaining the Transportation Provider's consent, provided such replacement does not materially reduce the core subscribed services.
Examples include replacing:
Certain Platform features may also be subject to separate terms and conditions imposed by third-party providers.
The Transportation Provider agrees to comply with such applicable third-party terms when using those services.
Failure to comply may result in suspension of the affected feature.
The Platform may integrate with third-party software chosen by the Transportation Provider.
SmartCabPro does not guarantee:
The Transportation Provider assumes responsibility for maintaining any third-party accounts required for such integrations.
If SmartCabPro develops, enables, or configures an integration at the request of the Transportation Provider, SmartCabPro shall not be responsible for:
Additional fees may apply for custom integrations, ongoing maintenance, or future modifications.
Certain Platform features generate costs payable to third-party providers.
Such costs may include:
Where applicable under the Transportation Provider's subscription or pricing schedule, SmartCabPro may invoice these charges separately.
Where mobile applications are distributed through Google Play, Apple App Store, or other application marketplaces:
Delivery of SMS, voice calls, push notifications, emails, WhatsApp messages, or other communications depends upon third-party carriers and providers.
SmartCabPro does not guarantee:
The Platform may integrate with future technologies, including hardware, artificial intelligence systems, autonomous dispatch technologies, vehicle systems, or communication methods not currently supported.
Such future integrations shall be governed by this Agreement unless separate terms are provided.
The Platform may display maps, addresses, traffic information, geolocation data, business listings, or other information supplied by third parties.
SmartCabPro does not warrant the completeness, accuracy, or availability of such external content.
Transportation Providers remain responsible for independently verifying information where appropriate.
SmartCabPro LLC retains all worldwide right, title, and interest in and to the Platform, including all current and future:
No ownership rights are transferred to the Transportation Provider under this Agreement.
Where purchased or enabled, SmartCabPro may provide white-label services that allow the Transportation Provider to display its own branding within the Platform.
White-label services may include:
White-label branding does not transfer ownership of the underlying Platform or any SmartCabPro intellectual property.
The Transportation Provider retains ownership of its own:
SmartCabPro receives only a limited license to use such branding as reasonably necessary to provide the subscribed services.
Unless otherwise agreed in writing, SmartCabPro will not use a client's branding in marketing materials without permission.
The Transportation Provider shall not:
Except as expressly permitted in writing, the Transportation Provider shall not:
Unless the Transportation Provider opts out in writing, SmartCabPro may identify the Transportation Provider as a customer by using its company name and logo in customer lists, case studies, presentations, proposals, or on the SmartCabPro website.
SmartCabPro will not disclose confidential business information without permission.
The Transportation Provider may withdraw this permission at any time by written notice, and SmartCabPro will cease new marketing use within a commercially reasonable period.
The Transportation Provider represents that it owns or has the necessary rights to all logos, trademarks, images, text, branding materials, and other content it submits to the Platform.
The Transportation Provider agrees to indemnify SmartCabPro against claims arising from materials it provides that infringe the rights of third parties.
SmartCabPro may introduce additional branding, marketing, customization, localization, or white-label services in the future.
Unless otherwise agreed, such services may require separate activation or additional fees and will remain subject to this Agreement.
All provisions relating to intellectual property ownership, confidentiality, license restrictions, proprietary rights, and protection of SmartCabPro technology shall survive termination of this Agreement.
For purposes of this Agreement, Confidential Information means any non-public information disclosed by either party, whether orally, electronically, visually, or in writing, that reasonably should be understood to be confidential because of its nature or the circumstances of its disclosure.
Confidential Information includes, without limitation:
Confidential Information does not include information that:
Each party agrees to:
The Transportation Provider acknowledges that SmartCabPro's software, AI logic, automation workflows, architecture, pricing methodology, business processes, security controls, databases, deployment methods, and product roadmap constitute valuable trade secrets and confidential business information.
The Transportation Provider agrees not to disclose, copy, exploit, or use such information except as expressly authorized by this Agreement.
The Transportation Provider shall take commercially reasonable measures to prevent unauthorized access to:
Failure to maintain reasonable security may result in suspension of affected services where necessary to protect the Platform or other customers.
If either party is required by law, subpoena, court order, or governmental authority to disclose Confidential Information, that party may do so to the extent legally required.
Where legally permitted and reasonably practicable, the receiving party shall provide advance notice to allow the disclosing party an opportunity to seek protective relief.
Upon termination of this Agreement or upon written request, each party shall, within a commercially reasonable time, return or securely destroy the other party's Confidential Information, except where retention is required by law, for legitimate backup processes, dispute resolution, or enforcement of this Agreement.
The confidentiality obligations contained in this Chapter survive termination or expiration of this Agreement for five (5) years, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.
The Transportation Provider acknowledges that unauthorized disclosure or misuse of SmartCabPro's Confidential Information or intellectual property may cause irreparable harm for which monetary damages alone may be inadequate.
Accordingly, SmartCabPro may seek injunctive or other equitable relief, in addition to any other remedies available under applicable law.
Neither party shall issue public announcements, press releases, or statements that falsely imply sponsorship, endorsement, partnership, or approval by the other party without prior written consent, except where required by law.
SmartCabPro may suspend all or part of the Platform, with or without prior notice where reasonably necessary, to:
Where circumstances permit, SmartCabPro will make reasonable efforts to notify the Transportation Provider of the suspension and the reason for it.
SmartCabPro may suspend or restrict access if it reasonably believes that the Transportation Provider or any of its users has:
To protect the Platform and its users, SmartCabPro may investigate suspected:
SmartCabPro may require reasonable verification of identity or account ownership before restoring access.
Where SmartCabPro reasonably suspects unauthorized activity, it may:
These actions are intended to protect the Platform, Customer Data, and other customers.
If SmartCabPro reasonably determines that immediate action is necessary to protect the Platform, Customer Data, or public safety, it may temporarily disable, modify, or restrict any Platform feature without prior notice.
Examples include:
SmartCabPro may enforce this Agreement through any remedies available under applicable law or this Agreement, including:
Failure to enforce a provision on one occasion does not waive SmartCabPro's right to enforce it later.
The Transportation Provider agrees to reasonably cooperate with SmartCabPro when investigating:
Such cooperation may include providing information reasonably necessary to resolve the issue.
SmartCabPro may preserve logs, communications, system records, account history, and other electronic evidence where reasonably necessary to:
Preservation does not imply wrongdoing by any party.
To the maximum extent permitted by law, SmartCabPro shall not be liable for losses resulting from reasonable protective actions taken in good faith under this Chapter, including temporary suspensions, security restrictions, fraud investigations, or emergency responses intended to protect the Platform or its users.
Following a suspension, SmartCabPro may restore access when:
Reinstatement is at SmartCabPro's reasonable discretion, consistent with this Agreement and applicable law.
SmartCabPro warrants that it has the legal authority to provide the Platform and to grant the rights described in this Agreement.
Except for the limited warranty expressly stated in this Agreement, the Platform is provided "AS IS," "AS AVAILABLE," and "WITH ALL FAULTS" to the maximum extent permitted by applicable law.
To the fullest extent permitted by applicable law, SmartCabPro expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to warranties of:
SmartCabPro does not warrant that:
The Transportation Provider acknowledges that the Platform is a business tool intended to assist operations.
SmartCabPro does not warrant that use of the Platform will:
Operational results depend upon numerous factors outside SmartCabPro's reasonable control.
To the maximum extent permitted by applicable law, SmartCabPro's total aggregate liability arising out of or relating to this Agreement, regardless of the legal theory asserted, shall not exceed the total subscription fees actually paid by the Transportation Provider to SmartCabPro during the twelve (12) months immediately preceding the event giving rise to the claim.
If the Transportation Provider has used the Platform for less than twelve months, liability shall not exceed the total fees actually paid during that shorter period.
This limitation does not apply where applicable law prohibits such limitations.
To the fullest extent permitted by law, SmartCabPro shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to:
This exclusion applies even if SmartCabPro has been advised of the possibility of such damages.
SmartCabPro shall not be responsible for claims arising from:
Such matters remain the responsibility of the Transportation Provider or the relevant third party.
The Transportation Provider acknowledges that it remains solely responsible for:
The Platform assists operations but does not replace the Transportation Provider's business judgment.
The parties acknowledge that:
Neither party may recover the same damages, losses, or amounts more than once, whether under different provisions of this Agreement or under different legal theories.
Nothing in this Agreement excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law.
Where applicable law grants mandatory rights that cannot legally be waived, those rights remain unaffected.
The warranty disclaimers, liability limitations, exclusions of damages, and related provisions contained in this Chapter shall survive termination or expiration of this Agreement.
To the fullest extent permitted by applicable law, the Transportation Provider shall defend, indemnify, and hold harmless SmartCabPro LLC, its owners, officers, directors, employees, contractors, affiliates, successors, and authorized representatives from and against any third-party claims, demands, actions, proceedings, damages, judgments, settlements, fines, penalties, costs, and reasonable attorneys' fees arising out of or relating to:
Subject to the limitations of liability contained in this Agreement, SmartCabPro shall defend or settle third-party claims alleging that the unmodified Platform, when used in accordance with this Agreement, directly infringes a valid copyright, trademark, or patent of a third party.
This obligation does not apply where the claim results from:
If such a claim arises, SmartCabPro may, at its option:
Each Transportation Provider is solely responsible for maintaining all insurance required by applicable law and appropriate for its own business model.
Depending on the Transportation Provider's operations, this may include, where applicable:
Nothing in this Agreement requires a Transportation Provider to maintain insurance that is not legally required or appropriate for its business model.
SmartCabPro is not responsible for verifying or monitoring the Transportation Provider's insurance coverage.
Nothing in this Agreement transfers to SmartCabPro any responsibility for:
The Transportation Provider retains sole operational responsibility for its transportation business.
A party seeking indemnification shall:
Each party agrees to take commercially reasonable steps to mitigate damages arising from any incident, claim, or dispute.
Failure to take reasonable mitigation measures may reduce recoverable damages to the extent permitted by applicable law.
The parties acknowledge that:
Accordingly, the parties agree that the allocation of responsibilities and liabilities contained in this Agreement is fair and commercially reasonable.
The indemnification obligations contained in this Chapter survive termination or expiration of this Agreement with respect to claims arising from events occurring during the term of the Agreement.
This Agreement becomes effective on the earlier of:
Unless terminated in accordance with this Agreement, it remains in effect for as long as the Transportation Provider continues to use the Platform.
Unless otherwise stated in a signed Order Form or separate written agreement, subscriptions automatically renew for successive billing periods unless cancelled in accordance with this Agreement.
Renewal does not change the Transportation Provider's obligation to pay applicable fees.
The Transportation Provider may terminate its subscription by providing notice through SmartCabPro's designated cancellation process or by written notice to admin@smartcabpro.com.
Termination does not relieve the Transportation Provider of its obligation to pay amounts that accrued before the effective termination date.
Unless required by law or expressly agreed in writing, prepaid fees are non-refundable.
SmartCabPro may terminate this Agreement immediately, or on any notice required by applicable law, if the Transportation Provider:
Where appropriate, SmartCabPro may instead suspend services and provide an opportunity to cure the breach.
Upon termination:
Termination does not affect rights or obligations that arose before termination.
Subject to Chapter 5 and applicable law:
Termination does not eliminate the Transportation Provider's obligation to pay:
SmartCabPro may pursue lawful collection of unpaid amounts.
At its sole discretion, SmartCabPro may offer migration assistance, data export assistance, or transition services.
Unless otherwise agreed in writing, such services are optional and may be billed at SmartCabPro's then-current professional services rates.
SmartCabPro does not guarantee compatibility between exported data and third-party systems.
Temporary suspension of the Platform does not terminate this Agreement unless SmartCabPro expressly provides written notice of termination.
During suspension, payment obligations continue unless otherwise agreed in writing.
The following provisions survive termination to the extent applicable:
This Agreement, together with any applicable Order Form, Pricing Schedule, Enterprise Agreement, Privacy Policy, and other documents expressly incorporated by reference, constitutes the complete agreement between SmartCabPro and the Transportation Provider concerning the Platform.
It supersedes all prior discussions, negotiations, proposals, marketing materials, demonstrations, emails, presentations, and understandings relating to the same subject matter.
If two documents conflict, they will control in the following order unless expressly stated otherwise:
SmartCabPro may update this Agreement from time to time.
For material changes that affect existing customers, SmartCabPro will provide reasonable notice through the Platform, email, or another appropriate communication method.
Continued use of the Platform after the effective date of the updated Agreement constitutes acceptance of the revised terms to the extent permitted by applicable law.
The Transportation Provider acknowledges that it has not relied upon any representation, promise, warranty, forecast, or statement that is not expressly contained in this Agreement or a signed written agreement.
No salesperson, reseller, consultant, support representative, or other representative of SmartCabPro has authority to modify this Agreement unless the modification is made in writing by an authorized representative of SmartCabPro.
The relationship between SmartCabPro and the Transportation Provider is solely that of independent contracting parties.
Nothing in this Agreement creates:
Neither party has authority to bind the other except as expressly agreed in writing.
Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
Any waiver must be in writing and signed by the party granting the waiver.
If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
The invalid provision shall be interpreted or modified to the minimum extent necessary to make it enforceable while preserving its original intent whenever permitted by law.
Section titles and headings are included solely for convenience and shall not affect interpretation of this Agreement.
Words such as "including" or "includes" shall mean "including without limitation."
The singular includes the plural where appropriate, and vice versa.
References to laws include amendments and successor laws.
This Agreement is executed in English.
Translations may be provided for convenience only.
In the event of a conflict between a translated version and the English version, the English version shall control to the extent permitted by applicable law.
SmartCabPro may designate official contact methods for legal, administrative, billing, privacy, and support matters.
Unless updated by SmartCabPro, the primary contact addresses are:
Legal, Administrative & Privacy
admin@smartcabpro.com
Technical Support
support@smartcabpro.com
SmartCabPro may update its contact information by posting the revised information on its website, within the Platform, or by providing notice to Transportation Providers.
The Transportation Provider agrees that SmartCabPro may provide notices electronically, including by:
Electronic notices satisfy any requirement that communications be in writing to the extent permitted by applicable law.
The Transportation Provider is responsible for maintaining accurate and current:
Failure to maintain current contact information does not invalidate notices properly sent using the last contact information provided.
Legal notices relating to this Agreement shall be deemed delivered:
Invoices, payment reminders, overdue notices, subscription renewals, pricing updates, and billing-related communications may be sent electronically.
The Transportation Provider is responsible for reviewing such communications promptly.
Failure to receive a billing notice due to outdated contact information does not eliminate payment obligations.
Technical support requests should be directed to:
support@smartcabpro.com
Support communications do not constitute legal notice unless SmartCabPro expressly confirms otherwise.
Where necessary to protect the Platform, SmartCabPro may send emergency communications regarding:
The Transportation Provider agrees to receive such communications through any reasonable communication channel associated with its account.
SmartCabPro may modify its communication methods, support systems, customer portals, ticketing systems, or electronic notice procedures without requiring amendment of this Agreement, provided that Transportation Providers continue to have a reasonable means of receiving important communications.
The Transportation Provider agrees that electronic records maintained by SmartCabPro, including logs, billing records, account records, support communications, electronic acceptances, and system-generated records, may be relied upon as evidence of communications and transactions to the extent permitted by applicable law.
This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey, United States, without regard to its conflict of laws principles.
Where mandatory laws of another jurisdiction apply and cannot legally be waived, those mandatory laws shall apply only to the extent required.
Before initiating formal legal proceedings, either party agrees to make a good-faith effort to resolve the dispute through direct discussions.
A party raising a dispute should provide written notice describing:
The parties shall use commercially reasonable efforts to resolve the matter before filing suit, except where immediate legal action is reasonably necessary.
Unless otherwise required by applicable law or agreed in writing, the state and federal courts located in New Jersey shall have exclusive jurisdiction over disputes arising from or relating to this Agreement.
Each party consents to the personal jurisdiction of those courts and waives objections based on improper venue or inconvenient forum, to the extent permitted by law.
Nothing in this Agreement prevents either party from seeking temporary, preliminary, or permanent injunctive or equitable relief where necessary to protect:
Such relief may be sought without first completing informal dispute discussions where immediate action is reasonably necessary.
Unless prohibited by applicable law or otherwise ordered by a court, the prevailing party in litigation arising out of this Agreement may recover its reasonable attorneys' fees, court costs, and litigation expenses.
This provision does not prevent the parties from agreeing to a different allocation as part of a settlement.
To the maximum extent permitted by applicable law, any claim arising out of or relating to this Agreement must be commenced within one (1) year after the claiming party knew or reasonably should have known of the facts giving rise to the claim.
This limitation does not apply where a longer period is required by law or where the claim involves fraud, willful misconduct, or another matter that cannot legally be shortened.
During the resolution of any dispute, both parties shall continue to perform their undisputed obligations under this Agreement, including payment of undisputed amounts and continued access to subscribed services where reasonably appropriate.
This helps avoid unnecessary business interruption while a dispute is being resolved.
For Transportation Providers located outside the United States:
The provisions of this Chapter survive termination or expiration of the Agreement to the extent necessary to resolve disputes arising from events that occurred during the term of the Agreement.
SmartCabPro may assign, transfer, delegate, or otherwise transfer this Agreement, in whole or in part, to:
Such assignment shall not require the Transportation Provider's consent, provided the successor assumes SmartCabPro's obligations under this Agreement.
The Transportation Provider may not assign, transfer, sublicense, delegate, or otherwise transfer its rights or obligations under this Agreement without SmartCabPro's prior written consent.
However, SmartCabPro will not unreasonably withhold consent where the transfer results from:
This Agreement is binding upon and benefits each party and its respective successors and permitted assigns.
SmartCabPro may reorganize its corporate structure, including creating subsidiaries, holding companies, affiliated entities, or regional operating entities, without affecting the validity or enforceability of this Agreement.
If SmartCabPro sells, licenses, or transfers ownership of all or substantially all of the Platform or the SmartCabPro business, this Agreement may be transferred to the acquiring entity.
The acquiring entity shall assume SmartCabPro's rights and obligations under this Agreement from the effective date of the transaction.
SmartCabPro may expand, modify, rename, consolidate, separate, or discontinue products, subscription plans, service offerings, or Platform components as part of the ordinary evolution of its business.
Such changes do not invalidate this Agreement, provided the Transportation Provider continues to receive the core subscribed services or any substitute services offered under applicable law.
SmartCabPro may use:
to perform portions of the services, while remaining responsible for its contractual obligations under this Agreement.
Except where expressly stated, this Agreement creates rights and obligations only between SmartCabPro and the Transportation Provider.
No third party has any right to enforce any provision of this Agreement solely by virtue of this Agreement.
A merger, acquisition, restructuring, investment, refinancing, internal reorganization, or ownership change involving either party shall not automatically terminate this Agreement.
The Agreement shall continue according to its terms unless otherwise agreed in writing or required by applicable law.
The Transportation Provider agrees that this Agreement may be accepted electronically.
Acceptance may occur by:
Such acceptance has the same legal effect as a handwritten signature to the extent permitted by applicable law.
The individual accepting this Agreement on behalf of a Transportation Provider represents and warrants that they:
If the individual lacks such authority, they must not accept this Agreement.
Electronic signatures, click-through agreements, digital acknowledgements, and similar electronic acceptance methods shall satisfy any legal requirement for a signature under applicable law, including, where applicable, the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA).
SmartCabPro may maintain electronic records relating to:
Such records may be used as evidence of the transactions and communications they document, to the extent permitted by applicable law.
SmartCabPro may maintain multiple versions of this Agreement.
The Transportation Provider shall be bound by the version accepted at the time of acceptance until a newer version becomes effective in accordance with this Agreement.
SmartCabPro may retain prior versions for evidentiary and compliance purposes.
If SmartCabPro materially updates this Agreement, it may require the Transportation Provider to review and electronically accept the updated version before continuing to access some or all Platform services.
To the extent permitted by applicable law, SmartCabPro may retain evidence relating to acceptance of this Agreement, including:
Such records may be relied upon to demonstrate acceptance of this Agreement.
Where applicable law permits, continued use of the Platform after receiving notice of updated terms constitutes acceptance of those updated terms unless the Transportation Provider ceases use of the affected services before the effective date.
This Chapter survives termination to the extent necessary to establish the validity of electronic agreements, records, and acceptance events.
Each party shall comply with the laws and regulations applicable to its own business activities under this Agreement.
Nothing in this Agreement requires either party to violate applicable law.
SmartCabPro may modify the Platform, policies, or procedures as reasonably necessary to comply with changes in applicable laws, regulations, court decisions, or governmental requirements.
Where required by law, SmartCabPro will provide reasonable notice of material changes affecting customers.
SmartCabPro may perform maintenance, infrastructure upgrades, security improvements, disaster recovery testing, migrations, or operational changes as reasonably necessary to maintain or improve the Platform.
Commercially reasonable efforts will be made to minimize disruption.
SmartCabPro may introduce new products, services, modules, AI capabilities, integrations, hardware support, or premium features.
Unless expressly stated otherwise, such services may be governed by this Agreement together with any additional service-specific terms.
The Transportation Provider agrees not to use the Platform in violation of applicable export control laws, sanctions laws, or similar legal restrictions.
SmartCabPro may restrict access where required to comply with such laws.
Each party represents that it will comply with applicable anti-bribery and anti-corruption laws in connection with this Agreement.
Except where expressly provided, nothing in this Agreement grants rights or remedies to any person or entity that is not a party to this Agreement.
Any provision which, by its nature, is intended to survive termination shall remain in effect after termination, including but not limited to:
This Agreement becomes legally effective upon electronic acceptance in accordance with Chapter 19 or by any other legally recognized method of acceptance.
Except for the limited rights expressly granted in this Agreement, SmartCabPro reserves all rights, title, and interests in and to the Platform and its related intellectual property.