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RidenRoll Term and Condition Agreement

This SOFTWARE SUBSCRIPTION AGREEMENT (the "Agreement"), is made and entered into on the date you sign up for the Software by and between, RideIn Technologies, Inc., ("RIDENROLL"), and the signing party whose name and entity is listed below ("Licensee" or “User”).

WITNESSETH

Whereas, RidenRoll provides software as a service offerings and custom software development solutions to its clients, and Whereas Licensee desires to obtain the right to use from RidenRoll, and RidenRoll agrees to provide to the Licensee the software solution(s) described in the Agreement, subject to the terms and conditions set forth in this Agreement.

SUBJECT OF AGREEMENT

The Subject of this Agreement is the terms and conditions of the licensure by RidenRoll to Licensee of certain Software branded “RIDENROLL” and information technology developed by RidenRoll for use in the dispatch, billing, tracking, account reconciliation, monitoring and passenger-customer communication for rideshare, taxi, limo, towing, non-emergency medical transportation and other transportation enterprises and services.

 DEFINITIONS

“Agreement” - This Software Subscription Agreement lawfully made and entered into between RidenRoll Technology and Licensee and all Addenda attached thereto. This Agreement is agreed upon as the Whole Agreement. No oral communications, notes, e-mails, or other writings, not specifically made part of this Agreement and signed by the parties hereto, are part of this Agreement.

 “Initial Term” – The first term length covered under the terms of this Agreement, executable once both parties have signed the Agreement and beginning on the date that the first monthly installment is due to RidenRoll from the Licensee as defined in the “Payment and Billing Cycle” section of this Agreement.

 “Renewal Term” – Additional terms of this Agreement that become executable if neither party terminates the Agreement per the “Termination and Renewal” section of this Agreement.

“Confidential Information” - All information, whether written or oral, regardless of the manner in which conveyed, provided by RidenRoll Technology to Licensee, other than information which at the time of disclosure, was in the public domain. Confidential Information is the intellectual and/or personal property of RidenRoll Technology and the grant of a license from RidenRoll Technology to Licensee hereunder does not grant Licensee any ownership interest in, nor claim to, the Confidential Information.

 “Documentation” – The documents, correspondence, e-mails, technical support and training materials and Software operating instructions provided by RidenRoll Technology.

“Software” – The Software described and identified in the terms of this Agreement and any Software upgrades, upgrades, modification or supplements that may be provided later.

 “Trade Secrets” – The Software, Documentation, Confidential, proprietary and other related Information, disclosed to Licensee.

“Custom Modifications” – Alterations made to the software product at the request of the Licensee.

 “RIDENROLL” – The proprietary web-based software application and related mobile applications that help customers manage transportation logistics for their business.

“Support Representative” – Any employee or subcontractor of RidenRoll Technology whose job functions include the direct support of Licensees.

“Virtual Training Session” – A meeting using virtual means (telephone or an electronic meeting room) where an RidenRoll support representative will provide guidance around usage of the RidenRoll software and answer questions regarding the software. These training sessions are generally one (1) hour or less in length unless the Licensee declines additional time.

 "Critical Technical Support” – Support provided to resolve an issue caused by a malfunction or outage of the RidenRoll software.

“Active Vehicle and Driver” - An individual driver account or vehicle will be considered active if it is not in “archive” or “deactivated” status for more than 1 day during the billing cycle.

“Early Termination Fee” – The fee owed to RidenRoll to compensate RidenRoll for losses related to the Licensee’s early termination of the Agreement before the Initial Term or a subsequent Renewal Term has been completed.

 SOFTWARE LICENSE

RidenRoll grants to Licensee a personal, non-transferable, non-exclusive license to use an authorized production copy of the RidenRoll Software identified and described in this Agreement with  Account and/or link access to the RidenRoll system. The License is effective as of the Contract Date.

Licensee may only use the License for its own business operations and to process Licensee’s own data. Licensee may not duplicate or copy the Software without prior written consent of RidenRoll. Licensee shall not sub-license or assign the License or use the Software to process or assist the data of other persons, businesses or entities without prior written consent of RidenRoll.

The License granted herein permits Licensee to use the Software described in this Agreement and access RidenRoll’s portal for fleet companies and database solely for the purpose of dispatching rides, vehicle and employee/driver location and route. monitoring, billing, interface with clients and customers to facilitate billing and ride scheduling, account reconciliation and to generate internal reports. All other access rights are excluded and the Licensee shall not develop or use, authorize or allow the use or development of, any other interface, use or modification of the licensed materials.

Other than the rights of use expressly conferred upon Licensee by this Agreement, Licensee shall have no further rights, nor acquire or have ripen further rights by virtue of use or the License grant, and shall not copy, reproduce, modify, adapt, reverse engineer, disassemble or translate and Software or other Confidential Information without the express prior written consent RidenRoll. All ownership rights are expressly reserved by RidenRoll and nothing under this Agreement shall be considered a waiver of such rights.

INITIAL TERM

 The Term of this Agreement shall be one month from the date that parties have electronically signed the Agreement as indicated below (“Term”). The Agreement can be terminated by either party, at any time, for any reason, with 3 business days notice per the Termination and Renewal section of this Agreement.

PAYMENT AND BILLING CYCLE

 The fee(s) owed RidenRoll from Licensee for the License granted and services provided by RidenRoll under this Agreement is for the full one-year Term payable in twelve (12) monthly invoice statements. RidenRoll anticipates an increase in the monthly license fee of at least three percent (3%) annually. It is understood from the sales proposal document that options selected will be a combination of recurring monthly fees and variable monthly fees based on the module selections noted in within this Agreement. A deposit equal to the Licensee’s estimated first bill will be due immediately before access to the Software is granted. The first monthly installment will be due on the first of the month after the Contract Date. The deposit will be applied as a credit to the balance of the first invoice. The full Contract Price is subject to adjustment and increase in the event Licensee subscribes for additional services during the Contract Term. For Example, additional drivers and vehicles to the fleet will have to be accounted for and invoiced according to terms contained here. Inflationary or renewal price increases may be enforced on Renewal Terms and will be so stated in a renewal notice issued to the Licensee no less than 30 days prior to the automatic renewal of this Agreement as stated in the section titled “Termination”. Inflationary increases will be no greater than 2 times the most recently reported increase in the Consumer Price Index (CPI) as reported by the United States Bureau of Labor Statistics.

ACCESS RESTRICTIONS AND DEFAULT BY LICENSEE

Monthly recurring installments are due on the 1st of each month. If the Licensee has not made the proper monthly payment by the 16th of each month, RidenRoll reserves the right to restrict the Licensee’s access to the Software until the payment is resolved. A late payment fee and a reconnection fee will apply in accordance with the “Additional Charges” section of this Agreement.

Licensee shall be considered in default under this Agreement if any payment due is late by thirty (30) or more days. RidenRoll is not required to make demand or provide Notice of default prior to commencement of legal action. In the event Licensee defaults in payment of fees due RidenRoll Technology under this Agreement or otherwise breaches this Agreement and RidenRoll Technology is caused to bring legal proceedings, Licensee shall be liable to RidenRoll for the attorneys’ fees, court costs and disbursements incurred by RidenRoll in seeking to collect its outstanding payments due or for damages incurred by such breach in addition to any Early Termination Fee that may apply in accordance with this Agreement.

FORM OF PAYMENT

Licensee may make payment electronically by credit or debit card through the Licensee’s account with the Software, RidenRoll Software subscription panel portal and set up payment method in their assigned account on or before the first of the month to RidenRoll’s address herein, or by providing bank account information for ACH withdrawal to be processed on the first of each month.

All payments made to RidenRoll by the Licensee under this Agreement shall be made in the form of US Dollars.

ADDITIONAL CHARGES

In addition to the software license pricing expressed in Addendum B, the following charges shall apply:

•        Credit card and Stripe payments will be assessed a 3% convenience fee.

•        Any returned check or ACH transaction will result in a $50 transaction fee.

•        $180 false chargeback fee for any transaction that is falsely disputed by the User with their financial institution.

•        A late payment fee of $25 or 5% of the past due amount, whichever is greater, as allowed by law, will be assessed to past due invoices.

•        If the Licensee’s access to the system has been restricted due to non-payment in accordance with the terms of the “Access Restrictions and Default by Licensee” section of this Agreement, a $150

reconnection fee will be assessed when payment is made to cover RidenRoll’s expenses to reinstate the Licensee’s access.

•        In the event that the Licensee requests RidenRoll to provide support services beyond those set forth in this Agreement, a rate of $95 per hour will be billed for these services in 15-minute increments.

•        The Licensee is responsible for all applicable local taxes and fees, including but not limited to SaaS and sales taxes.

DRIVER COMPLAINT REVIEW PROCESS

In the event that a user submits a complaint against a driver utilizing the RidenRoll Software, the driver's account shall immediately be flagged within the RidenRoll system for further review. Upon receipt of such a complaint, RidenRoll will initiate a thorough investigation into the allegations made within the complaint. This investigation may include, but is not limited to, review of the driver's records, consultation with the user who filed the complaint, and any necessary communication with the Licensee. The driver's account will remain flagged, and the driver’s account may be subject to temporary suspension pending the outcome of the investigation. Should the investigation conclude that the complaint is justified, appropriate actions, including but not limited to, additional training, suspension, or termination of the driver's access to the RidenRoll Software may be enforced at the discretion of RidenRoll and Licensee. The Licensee will be notified of the investigation's outcome and any actions taken. This process is designed to ensure the safety and satisfaction of all users of the RidenRoll  Software and Services provided under this Agreement.

DRIVER SCREENING AND TESTING REQUIREMENTS

Licensee agrees to conduct, at its own expense, thorough background checks and drug tests for all drivers prior to their employment and on an annual basis thereafter, to ensure the safety and security of users of the Software and the Services provided under this Agreement. Background checks must include, but are not limited to, criminal history, driving record review, and previous employment verification. Drug tests must screen for the illegal use of drugs and the abuse of prescription medication. Any driver found to have a disqualifying criminal history, an unsatisfactory driving record, or a positive drug test result shall be ineligible for employment in connection with the User’s use of the Software provided under this Agreement. Licensee shall maintain records of all such background checks and drug tests and shall provide summary reports RidenRoll upon request. Failure to comply with this requirement may result in immediate termination of this Agreement at the discretion of RidenRoll.

SUPPORT AND TRAINING SERVICES

RidenRoll will make commercially reasonable efforts to make support agents and trainers available during the hours of 8:30AM-5PM Eastern Standard Time to answer questions about software usage. Calls are complimentary up to 15 minutes in length for questions about the usage of the software. Any calls in excess of 15 minutes may be deemed a necessary “Virtual Training Session” by support agent of RidenRoll. The agent will inform the customer that a training session will be required to answer their questions and the pricing detailed in herein will apply.

Complimentary Critical Technical Support will be available 24/7 as defined in the “Definitions” section of this Agreement. Additional training and educational services are available for a fee as set forth in the Pricing and Payment Schedule contained herein. Licensee may request the development and delivery of Special Software which will be reflected in an additional agreement set forth in an addendum to this Agreement.

CUSTOM MODIFICATIONS

The scope of all agreed upon customizations to the Software are contained in herein. Any fees related to Custom Modifications are found within this Agreement in the list of charges and fees. RidenRoll will not impose any additional charges upon the Licensee for the Custom Modifications detailed in Addendum A outside of those charges detailed in Addendum B. The Licensee understands that no additional Custom Modifications are promised by RidenRoll if they are not listed in this Agreement. Unless explicitly stated in writing, Custom Modifications to the software are the property of RidenRoll and shall be subject to the terms of this Agreement.

TERMINATION AND RENEWAL

 Unless terminated by either party with at least 30 days written notice prior to the termination date, this Agreement will automatically renew on the anniversary of the effective date for a concurrent 1-year term (“Renewal Term”).

a.  Either party may terminate this Agreement prior to expiration if the other party is in material breach of any term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written Notice of such breach. Without limitation, the following shall be considered material breaches of this Agreement; (i) Licensee fails to pay any amount due hereunder; (ii) Licensee becomes insolvent or files for bankruptcy protection; (iii) Licensee violates or threatens to violate the confidentiality and non-disclosure provisions of this Agreement. In the event of late or nonpayment by Licensee, Licensor may suspend all accounts until payment is made in full.

b.  Upon expiration or termination of this Agreement, Licensee will immediately return to RidenRoll all Software and other Confidential Materials and Documentation provided to Licensee and certify in writing that all copies of Software and other information have been either destroyed, erased or returned to RidenRoll.

c.   Upon closure, deletion or cancellation of Licensee’s account, Licensee will not be able to reactivate said account. Licensee will be required to create an entirely new account and go through the full registration process again. 

d.  RidenRoll will provide the Licensee with a copy of all of their trip data that was processed through the software in the form of a .csv file or files at the Licensee’s request within 30 days of termination of the Agreement. Depending on the length of time that the software was used and the number of trips processed in the software, multiple files may be required. This file will be provided within 30 days of receipt of the request.

e.  Either party may also terminate this Agreement at any time, for any reason with 3 business-days notice, in writing to the other party.

LIMITATION OF LIABILITY

a.       RidenRoll Technology does not guarantee the privacy, security, authenticity or non-corruption of any information or data transmitted by, or to, Licensee, through the internet or any information stored in any system connected to the internet. RidenRoll shall not be responsible for any claims, damages, costs or losses whatsoever are RidenRoll out of, or in any way related to, Licensee’s connection to or use of the internet.

b.      RidenRoll Technology shall not be liable to Licensee or any third-party for any claims, expenses, injury, damages, costs, fees, or expenses are RidenRoll out of or in any way related to:

(i)             Licensee’s use of the Software and information provided by RidenRoll Technology to conduct its business operations including but not limited to business interruption, third-party personal injury claims and loss of anticipated profits.

c.       RidenRoll Technology’s entire liability and responsibility for any claims, damages, costs or losses whatsoever arising from or in connection with this Agreement and/or the use of the Software, including claims for breach of contract, tort, misrepresentation, breach of warranty or otherwise or the acquisition, development, modification, installation or maintenance of the Software, shall be absolutely limited to the amount of the license fees paid by the Licensee for the Software and related products and services that is the subject of such claim.

d.      RidenRoll Technology shall not be liable to Licensee or any third-party for losses or damages suffered by Licensee or any third-party that claim the following:

(i)             Incidental, special, or consequential damages; loss of profits, anticipated savings or profits, business opportunity or goodwill.

INSURANCE REQUIREMENTS

Licensee will maintain General Liability, WC, and Auto Insurance at all times during and for at least two (2) years after termination of this Agreement. Licensee is required to provide proof of insurance within three (3) days upon request by RidenRoll. Licensee also agrees and understands it must name RideIn Technologies, Inc., as an additional insured (Accord Certificate Required).

INDEMNITY

 Licensee agrees to, to the fullest extent permitted by law, defend, indemnify and hold harmless, RidenRoll, its employees, officers, directors, agents, and contractors, from any claims, suits or actions asserted against RidenRoll arising out of, or in any way related to, Licensee’s use of the Software, services and other information provided by RideIn Technology Inc..

MUTUAL REPRESENTATIONS AND WARRANTIES

RidenRoll and the Licensee each warrant that:

1.)   It is a business duly organized and is in good standing under the laws of its state of organization.

2.)   It has the power and authority to perform its obligations under this Agreement.

3.)   It has authorized this Agreement and constitutes the Agreement as legal, valid, and binding.

NOTICE

Any Notice required under this Agreement shall be sent by First Class United States Mail as follows: If to RidenRoll:

NO IMPLIED RIGHTS

 Except for the limited rights expressly granted under this Agreement, nothing in this Agreement shall be construed as granting Licensee, any right, title, or interest in or to RidenRoll, its Documentation, Services, Custom Modifications, training materials, methods, or any other materials provided by RidenRoll to Licensee, whether by implication, estoppel, or otherwise.

CHANGE OR AMENDMENT

This Agreement may only be amended or modified in writing executed by the parties.

AUDITS BY RIDENROLL

 RidenRoll may conduct audits on the use of the Software and related technology by Licensee upon reasonable notice to Licensee. Licensee agrees to make available for inspection by RidenRoll, Licensee’s operational records, equipment, databases, facilities and employees. The purpose of such audits is to verify licensee’s compliance with the terms and conditions of this Agreement.

Paid Member/User: RidenRoll paid members will get a 5% discount on all Rides they book to use the platform; Starter and all fleet management companies agree to accumulate a 5% discount for all RidenRoll Rides to paid member users. Make sure Stater and fleet companies’ prices for the fairs are accordingly.

Promo code discounts:  can be offered by Starter Employer, fleet management, or admin for specific vehicles or vehicles.

Ride/Delivery or other work Payment: RidenRoll will auto-process payment weekly basis. Our schedule runs from Friday 0001 to Thursday 23:59. You may request early payment with a fee.

Tracking By FairMatic Insurance: All Vehicles are subject to a behavior-based tracking system by the insurance company.

Good Standing with RidenRoll: RidenRoll provides all services to clients based on active paid services and with a good standing client.

SOFTWARE AND PROGRAM ACCEPTANCE

Upon completion of Software delivery, installation, system access and testing on RidenRoll /Licensee network, RidenRoll will provide Licensee with login credentials via mail, secure e-mail, or verbally on a training session. Licensee will then have seven (7) business days in which to conduct acceptance tests. At the end of such period, Licensee will be deemed to have accepted Software and system delivery, unless RidenRoll receives prior written notice describing the nature of the claimed deficiencies. Notwithstanding the above, the Software and system will be deemed accepted when the Licensee first puts the Software into operational and functional use. The Software will be considered to be in operational and functional use when the Licensee first uses the Software to support its business operations in any capacity. No further action or acknowledgement, other than as set forth above, will be required from RIDENROLL or Licensee for the Software to be deemed accepted.

WARRANTIES

 RIDENROLL WARRANTS THAT IT IS THE OWNER OR HAS TITLE TO ALL SOFTWARE AND SYSTEM SUPPORT DELIVERED PURSUANT TO THIS AGREEMENT AND THAT IS AUTHORIZED TO ENTER INTO THIS AGREEMENT. RIDENROLL MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE. RIDENROLL DOES NOT WARRANT, PROMISE, OR GUARANTEE THAT THE SOFTWARE WILL MEET ALL OF LICENSEE’S PARTICULAR REQUIREMENTS, OR THAT THE SOFTWARE WILL OPERATE 100% ERROR FREE OR UNINTERRUPTED OR THAT ALL PROGRAM ERRORS IN THE SOFTWARE THAT MAY BE FOUND OR LATER DEVELOP, CAN BE CORRECTED. RIDENROLL MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY THIRD-PARTY TRANSACTION SERVICES ENGAGED BY LICENSEE REGARDING COMPATIBILITY, FUNCTIONALITY OR OTHERWISE WITH THE SOFTWARE. RIDENROLL IS NOT RESPONSIBLE FOR THE HARDWARE SELECTED AND UTILIZED BY THE LICENSEE.

TRADE SECRETS, CONFIDENTIAL INFORMATION, AND INJUCTIVE RELIEF

 Licensee acknowledges that the Software, Trade Secrets and Confidential Information disclosed to Licensee by RidenRoll, are the property of RidenRoll and were developed at great time and expense by RidenRoll  and shall not be disclosed either directly or indirectly by Licensee to any Third-Party without the prior written consent of RidenRoll. This includes, but is not limited to, upcoming feature releases, customer service and implementation strategies, current software features, pricing, and the contents of this Agreement. Licensee further acknowledges that any actual or threatened breach of this provision would cause irreparable harm to RidenRoll for which money damages would be an inadequate remedy. In the event of such breach or a threatened breach, RidenRoll shall be entitled to ex parte temporary injunctive relief as well as preliminary and permanent injunctive relief and Licensee shall be liable to RidenRoll for its costs and attorneys’ fees incurred in obtaining such injunctive relief.

BUSINESS ASSOCIATE AND PRIVACY PROVISIONS

This Privacy Section of the Agreement is effective upon the Effective Date of this Agreement between Company and User.

1.   Term. This provision shall remain in effect for the duration of this Agreement and shall apply to all of the Services and/or Supplies delivered by Company pursuant to this Agreement.

2.   HIPAA Assurances. In the event Company creates, receives, maintains, or otherwise is exposed to personally identifiable or aggregate patient or other medical information defined as Protected Health Information ("PHI") in the Health Insurance Portability and Accountability Act of 1996 or its relevant regulations ("HIPAA") and otherwise meets the definition of Business Associate as defined in the HIPAA Privacy Standards (45 CFR Parts 160 and 164), Business Associate shall:

(a)    Recognize that HITECH (the Health Information Technology for Economic and Clinical Health Act of 2009) and the regulations thereunder (including 45 C.F.R. Sections 164.308, 164.310, 164.312, and 164.316), apply to a business associate of a covered entity in the same manner that such sections apply to the covered entity;

(b)   Not use or further disclose the PHI, except as permitted by law;

(c)  Not use or further disclose the PHI in a manner that had User done so, would violate the requirements of HIPAA;

(d)   Use appropriate safeguards (including implementing administrative, physical, and technical safeguards for electronic PHI) to protect the confidentiality, integrity, and availability of and to prevent the use or disclosure of the PHI other than as provided for by this Agreement;

(e)  Comply with each applicable requirements of 45 C.F.R. Part 162 if the Business Associate conducts Standard Transactions for or on behalf of the Covered Entity;

(f)   Report promptly to User any security incident or other use or disclosure of PHI not provided for by this Agreement of which Business Associate becomes aware;

(g)   Ensure that any subcontractors or agents who receive or are exposed to PHI (whether in electronic or other format) are explained the Business Associate obligations under this paragraph and agree to the same restrictions and conditions;

(h)   Make available PHI in accordance with the individual’s rights as required under the HIPAA regulations;

(i) Account for PHI disclosures for up to the past six (6) years as requested by Covered Entity, which shall include: (i) dates of disclosure, (ii) names of the entities or persons who received the PHI, (iii) a brief description of the PHI disclosed, and (iv) a brief statement of the purpose and basis of such disclosure; and

(j) Make its internal practices, books, and records that relate to the use and disclosure of PHI available to the U.S. Secretary of Health and Human Services for purposes of determining Customer’s compliance with HIPAA.

VENUE AND CHOICE OF LAW

 Any and all disputes arising under the Agreement, shall be resolved pursuant to the Laws of the State California. The Parties agree that California State Supreme Court shall have exclusive jurisdiction to resolve any and all disputes arising under the Agreement and venue shall be in the County of San Joaquin, California.

 ARBITRATION

 All disputes, controversies or differences, which may arise between the parties out of or in relation to or in connection with this Agreement, or the breach thereof, shall be finally settled by binding arbitration pursuant to the Commercial Arbitration Rules of the American Arbitration Association, by which each party hereto is bound. In the event RidenRoll or User brings a claim for arbitration, such arbitration shall occur in San Joaquin, CA. Each party shall choose one arbitrator and the two arbitrators so chosen shall choose a third. All arbitrators shall be fluent in speaking and writing English. The proceedings shall be conducted in the English language and no translations of documents, testimony, or argument from the English language into any other language shall be required. Representatives of the parties who are not licensed attorneys in the United States or residents therein may participate or assist in the proceedings. The arbitrators shall state the reasons for their award. The obligation of the parties to submit any dispute arising under or related to this Agreement to arbitration as provided in this Section shall survive the expiration or earlier termination of this Agreement.

ENTIRE AGREEMENT

The provisions stated herein constitute the entire agreement between the parties regarding the Subject of the Agreement and will supersede any prior agreements or communications, oral or written, related to the Subject of the Agreement. No amendment of this Agreement will be effective unless set forth in a document that purports to amend this Agreement and that is executed by both parties hereto.

SEVERABILITY

Should any provision of this Agreement be determined to be void, invalid, unenforceable or illegal for whatever reason, such provision(s) shall be null and void; provided, however, that the remaining provisions of this Agreement shall be unaffected thereby and shall continue to be valid and enforceable.

 WAIVER

The failure of either party to insist upon or enforce strict performance by the other party of any provision of the Agreement or to exercise any right under the Agreement will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.

ELECTRONIC SIGNATURES AND COUNTERPARTS

Signatures may be transmitted electronically or by facsimile. The electronic or facsimile transmission of an original signature or a copy thereof on this document, or any counterpart of this document, by any party or counsel for said party who has signed this document, or counterpart of this document, to any other party or counsel for any other party represents that said document or counterpart has been duly signed and executed. A signature produced by electronic or facsimile transmission shall be deemed an original signature. The parties may execute this Agreement in two or more counterparts which shall, in the aggregate, be signed by all parties, all of which together shall constitute one Agreement, and each counterpart shall be deemed an original instrument against any party who signed it.

AUTHORITY TO BIND

THE LICENSEE ACKNOWLEDGES THAT THEY HAVE BEEN PROVIDED WITH THE OPPORTUNITY TO NEGOTIATE THIS AGREEMENT AND TO SEEK LEGAL COUNSEL BEFORE SIGNING THIS AGREEMENT. THE LICENSEE ACKNOWLEDGES THAT THE RESTRICTIONS IMPOSED ARE FAIR, REASONABLE, AND NECESSARY TO PROTECT THE RIDENROLL'S LEGITIMATE BUSINESS INTERESTS AND WILL NOT PLACE AN UNDUE BURDEN UPON THEIR LIVELIHOOD IN THE EVENT OF ENFORCEMENT OF THE RESTRICTIONS. IN ADDITION, THE LICENSEE ACKNOWLEDGES THAT THEY HAVE THE CAPACITY TO CONTRACT AND ENTER INTO THIS AGREEMENT AND THAT FURTHER, THEY HAVE ENTERED INTO THIS AGREEMENT FREELY AND VOLUNTARILY.

Good Standing with RidenRoll: RidenRoll provides all services to clients based on active paid services and with a good standing client.

The individuals executing this Agreement expressly represent that they are authorized on behalf of Licensee to enter into this Agreement and to legally bind RidenRoll and Licensee to its terms and conditions.

I agree that this form may be electronically signed and agree that my typed signature is the same as a handwritten signature for the purposes of validity, enforceability, and admissibility.       

www.RidenRoll.com

I accept the terms and conditions