Terms of Service

By accessing or using the Open Limo platform, website, mobile applications, and related services (collectively, the "Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not access or use the Service.

These Terms constitute a legally binding agreement between you (whether individually or on behalf of the entity you represent) and [Company Legal Name] ("Open Limo," "we," "us," or "our").

We may update these Terms from time to time. Your continued use of the Service after changes become effective constitutes acceptance of the revised Terms.

Open Limo is a software-as-a-service (SaaS) platform designed for limousine, black car, and coach transportation operations. The Service may include, but is not limited to:

• Dispatch and reservation management
• Billing, invoicing, and payment processing
• Pricing engine and rate management
• Chauffeur mobile application
• Client-facing mobile application
• Website booking widget
• AI-powered agents and automation features
• Third-party integrations (payment processors, accounting software, travel platforms, and APIs)

We reserve the right to modify, suspend, or discontinue any part of the Service at any time, with reasonable notice where practicable.

To use certain features of the Service, you must create an account. When registering, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your login credentials confidential and secure
• Accept responsibility for all activity that occurs under your account
• Notify us immediately of any unauthorized use of your account

You must be at least 18 years of age to create an account and use the Service. Each business entity may maintain one primary account unless otherwise agreed in writing.

We reserve the right to suspend or terminate accounts that violate these Terms or that we reasonably believe are being used fraudulently.

Access to the Service is provided on a subscription basis. By subscribing, you agree to the following:

• Fees: you agree to pay all fees associated with your selected subscription plan, as described on our pricing page or in your service agreement
• Billing cycles: subscriptions are billed on a recurring basis (monthly or annually) depending on your chosen plan
• Payment methods: payment must be made via an accepted payment method. You authorize us to charge your payment method for all applicable fees
• Taxes: fees are exclusive of applicable taxes. You are responsible for all applicable taxes, including sales tax, VAT, GST, or similar charges imposed by your jurisdiction
• Late payments: overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law
• Price changes: we may change subscription fees upon 30 days' written notice. Continued use after the change takes effect constitutes acceptance

Refunds are handled in accordance with the terms of your service agreement or as required by applicable law.

You agree to use the Service only for lawful purposes and in accordance with these Terms. You may not:

• Use the Service in any way that violates any applicable federal, state, provincial, local, or international law or regulation
• Interfere with or disrupt the integrity or performance of the Service or its underlying infrastructure
• Attempt to gain unauthorized access to any part of the Service, other accounts, computer systems, or networks connected to the Service
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Service
• Scrape, crawl, or use automated means to access the Service or collect data without our express written permission
• Use the Service to transmit malware, viruses, or other harmful code
• Sublicense, resell, or redistribute the Service without our prior written consent
• Use the Service to store or transmit content that infringes third-party intellectual property rights
• Impersonate any person or entity, or falsely represent your affiliation with any person or entity

We reserve the right to investigate and take appropriate action against anyone who violates this section, including suspending or terminating access to the Service.

The Service, including its design, features, functionality, code, documentation, trademarks, and all related intellectual property, is owned by Open Limo and protected by applicable intellectual property laws.

We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service in accordance with these Terms for the duration of your subscription.

Your data: you retain all ownership rights to the data you input into the Service ("User Data"). By using the Service, you grant us a limited license to use, process, and store your User Data solely to provide and improve the Service.

Nothing in these Terms transfers any intellectual property rights from one party to the other, except as expressly stated.

Our collection and use of personal information in connection with the Service is described in our Privacy Policy, which is incorporated into these Terms by reference.

You are responsible for the data you input into the Service, including customer and passenger information. You represent and warrant that:

• You have the legal right to collect and process any personal data you input into the Service
• You have obtained all necessary consents from individuals whose data you process through the Service
• Your use of the Service complies with all applicable data protection laws, including GDPR, UK GDPR, CCPA/CPRA, and PIPEDA where applicable

For customers in the EU and UK who require a Data Processing Agreement (DPA), please contact us at privacy@open.limo to request one.

The Service may include AI-powered features, including automated agents that assist with operational tasks such as dispatch suggestions, communication drafting, pricing recommendations, and other functions ("AI Features"). By using AI Features, you acknowledge and agree that:

• Provided "as-is": AI Features are provided on an "as-is" basis and may not always produce accurate, complete, or appropriate results
• Not a substitute for human judgment: AI Features are designed to assist, not replace, human decision-making. You are responsible for reviewing, verifying, and approving any actions taken or suggested by AI Features
• No guarantee of accuracy: we do not guarantee the accuracy, reliability, or suitability of any output generated by AI Features
• User responsibility: you are solely responsible for any decisions made or actions taken based on AI Feature outputs, including any consequences arising from such decisions or actions
• Continuous improvement: AI Features may be updated, modified, or discontinued at any time as we improve the Service

We disclaim all liability for any losses, damages, or claims arising from your reliance on AI Feature outputs.

The Service may integrate with or provide connections to third-party services, including but not limited to:

• Payment processors (e.g., Stripe, Square, PayPal)
• Accounting software (e.g., QuickBooks, Xero)
• Travel and booking platforms
• Communication services

These third-party services are governed by their own terms of service and privacy policies. We are not responsible for the availability, accuracy, content, or practices of any third-party service.

Your use of third-party integrations is at your own risk. We do not endorse and are not liable for any damage or loss caused by your use of or reliance on any third-party service.

We use commercially reasonable efforts to ensure the Service is available and operational. However, we do not guarantee uninterrupted, error-free, or secure access to the Service.

The Service may be temporarily unavailable due to:

• Scheduled maintenance (we will provide advance notice when practicable)
• Emergency maintenance or security patches
• Factors outside our reasonable control, including internet outages, hardware failures, or force majeure events

We are not liable for any loss or damage resulting from Service interruptions or downtime.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Our total aggregate liability to you for all claims arising out of or related to these Terms or the Service shall not exceed the total fees you paid to us in the twelve (12) months immediately preceding the event giving rise to the claim
• In no event shall we be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business opportunities, goodwill, or other intangible losses, regardless of the cause of action or theory of liability
• These limitations apply whether the damages arise from use or misuse of the Service, inability to use the Service, or any interruption, suspension, modification, or termination of the Service

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, our liability shall be limited to the maximum extent permitted by law. Nothing in these Terms excludes or limits our liability for death, personal injury caused by our negligence, fraud, or any other liability that cannot be excluded by law.

You agree to indemnify, defend, and hold harmless Open Limo and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use or misuse of the Service
• Your violation of these Terms
• Your violation of any applicable law or regulation
• Any data breach or security incident caused by your actions or negligence
• Any claim by a third party related to data you input into or process through the Service
• Your infringement of any third-party rights

Either party may terminate the subscription and these Terms as follows:

• By you: you may cancel your subscription at any time through your account settings or by contacting us. Cancellation takes effect at the end of your current billing period
• By us: we may suspend or terminate your access to the Service immediately if you breach these Terms, fail to pay fees when due, or engage in conduct that we reasonably believe may harm the Service or other users
• For convenience: either party may terminate by providing 30 days' written notice

Effect of Termination

• Upon termination, your right to access the Service ceases immediately (or at the end of the billing period, as applicable)
• We will make your User Data available for export for a period of 30 days following termination. After this period, we may delete your data in accordance with our data retention practices
• Termination does not relieve you of any obligation to pay fees accrued before the termination date

The following sections survive termination: Intellectual Property, Limitation of Liability, Indemnification, Governing Law and Dispute Resolution, and any other provisions that by their nature should survive.

These Terms are governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of laws principles.

Mandatory Arbitration

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in the State of Delaware.

Arbitration opt-out: you may opt out of this arbitration provision by sending written notice to privacy@open.limo within 30 days of first accepting these Terms. If you opt out, disputes shall be resolved in the state or federal courts located in Delaware.

Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. You waive any right to participate in a class action lawsuit or class-wide arbitration against Open Limo.

Note for EU/UK consumers: nothing in this section limits your right to bring proceedings in the courts of your country of residence or to file a complaint with your local data protection authority, as provided by applicable law.

We may modify these Terms at any time. When we make material changes:

• We will provide at least 30 days' advance notice via email or a prominent notice within the Service
• The updated Terms will include a revised "Last Updated" date
• Your continued use of the Service after the notice period constitutes acceptance of the modified Terms

If you do not agree with the modified Terms, you must stop using the Service before the changes take effect. Continued use after the effective date of any modification constitutes acceptance.

If any provision of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its original intent.

These Terms, together with our Privacy Policy and any applicable service agreement or order form, constitute the entire agreement between you and Open Limo regarding the Service. These Terms supersede all prior agreements, understandings, and communications, whether written or oral, relating to the subject matter herein.