This Bumpr Concession Agreement (the “Agreement”), effective as of the date hereof, is entered into by and between Bumpr Advertising Inc (“Bumpr”), and the undersigned individual or entity (“Operator”), who owns or manages the vehicle(s) on which Bumpr’s digital advertising screens will be installed, as named above.

The parties shall be referred to collectively herein as the “Parties.” Operator wishes to receive from Bumpr a rear window billboard mount and certain other accessories and devices (the “Equipment”) and use Bumpr’s platform in Operator’s vehicle to promote third party businesses’ products and services, and other content via the Bumpr application (collectively, the “Platform”).

By signing this Agreement, Operator represents that he/she has read and does understand and agree to be bound by the terms of this Agreement, and that any representations made by virtue of being party to this Agreement are accurate.

The Agreement may be modified from time to time upon Operator’s acceptance. By continuing to access or use the Equipment and Platform after the effective date of any such change, Operator agrees to be bound by such modified Concession Agreement.

Operator represents that Operator has read and understands and agrees to be bound by the above statements, which are true and accurate. Operator represents that Operator’s participation on the Platform and acceptance of these terms of service are completely voluntary. Operator’s relationship to Bumpr shall be that of an independent contractor and no employment, partnership, joint venture, franchise or agency relationship is created by this Agreement.

The Parties agree:

I. Operator Terms / Responsibility

1. Operator will keep the equipment installed in the rear window, and broadcasting content for at least 120 hours per month (the “Ride Threshold”). If Operator does not meet the Ride Threshold, Operator may be required to return the Equipment.

2. In the event that the Equipment is lost, damaged or stolen, Operator should provide a police report to alleviate any responsibility.

3. Damaged or stolen screens will be replaced free of charge with proper accompanying documentation.

4. Operator will provide Bumpr & Stripe with bank account information; name, routing and account number (“Operator’s Account”) for the purpose of receiving payments based in the terms of this Agreement.

5. Bumpr will pay for the installation cost.

6. Operator will be payed 1/2 of the total amount for the first 31 days of driving to offset the cost of install that Bumpr incurs. Operator will receive this payment at the beginning of the next month. Following the first 31 days, Bumpr will pay the Operator up to $150 per month per vehicle as a result of driving time and location with the Bumpr rear window billboard in the vehicle. Operator will receive payment at the beginning of each month.

7. Operator agrees to place the Bumpr rear window billboard behind the backseat of the vehicle while Operator remains in possession of the Equipment.

8. Operator is responsible for paying all local, state and federal taxes due in connection with any rewards paid to Operator.

9. Operator agrees to maintain adequate insurance in full force and effect with respect to Operator’s vehicle, during the term of this Agreement.

10. Operator shall not operate Equipment in an unsafe manner while driving.

11. Operator agrees to only use the Equipment for purposes of displaying the Bumpr Platform.

12. Operator will return to the Bumpr address specified in the General section paragraph 5, the Equipment provided to Operator by Bumpr , within 10 days, if requested by Bumpr or if this Agreement is terminated for any reason. All costs of returning Equipment shall be covered by Bumpr.

12. Operator shall follow all applicable traffic laws and ask passengers to abide by applicable traffic laws, including seatbelt laws.

13. Operator agrees to follow all applicable laws for advertising display and/or business licenses that may be required by your jurisdiction. Some cities require a permit to display advertising outside of your rideshare vehicle. Bumpr will not be responsible for a failure to obtain, maintain or renew any license required by your state or local government.

14. Operator agrees to receive SMS messages for general communications from Bumpr.

II. Bumpr Terms / Responsibilities

1. Bumpr will provide the Operator with the Equipment as Bumpr deems appropriate.

2. Bumpr may request the return of the Equipment at any time.

3. Bumpr reserves the right to terminate this Agreement with Operator at any time, for any reason, without cause.

III. Transactions

1. From time to time, Bumpr may make additional rewards to Operator. Any rewards shall be granted at the sole discretion of Bumpr and may be discontinued at any time.

2. Upon termination of this Agreement, any unredeemed rewards shall be paid to Operator.

IV. Intellectual Property / Data

1. Bumpr IP. Operator agrees and acknowledges that Bumpr owns all right, title, and interest in Bumpr’s Platform, resulting data and information, trademarks and other intellectual property, any software, technology or tools used in connection therewith, and any improvements or derivative works thereof (collectively, the “Bumpr IP”). Operator shall not rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, or modify the Bumpr IP or any portion thereof, except with the explicit permission of Bumpr. Operator shall not prepare any derivative work based on the Bumpr IP and shall not translate, reverse engineer, decompile or disassemble the Bumpr IP.

2. Data. Bumpr may collect user data based on driving records that Operator shares with Bumpr, user interactions with the Equipment, location-based data from the Equipment, as well as a number of other methods. Bumpr may share some, all or none of this information with advertisers as part of the advertising sales process or other third parties in Bumpr’s sole discretion.
3. Confidentiality. All of the terms of this Agreement are to be treated by Operator as confidential. Operator agrees not to disclose any such confidential information to any third party, other than its legal, tax, and accounting advisors who are bound by a duty of confidentiality or as required by applicable laws.

V. Term

1. Term. This Agreement shall commence on the Effective Date and continue until terminated as provided below.
2. Termination. Either party may terminate this Agreement immediately upon 10 days’ notice to the other party and, for Operator, the return of the Equipment to Bumpr.

VI. General

1. Representations and Warranties. Operator represents and warrants that: (1) Operator has the right, power and authority to enter into this Agreement; and (2) the information shared by Operator does not and will not violate any copyright, trademark, or other intellectual property right or right of privacy or publicity of any third party.

2. Indemnification. Operator agrees to defend, indemnify and hold Bumpr, its affiliated and related entities, and any of their officers, directors, agents and employees, harmless from and against any claims, lawsuits, investigations, penalties, damages, losses or expenses (including but not limited to attorney’s fees and costs) arising out of or relating to any of the following: (1) any breach or alleged breach by Operator of this Agreement or the representations and warranties stated in Section 6.1 of this Agreement, or (2) any claim arising out of or relating to the information and services provided by Operator, including but not limited to, any claims for false advertising, product defects, personal injury, death, or property damages.

3. Limitation of Liability. COMPANY AND ITS AFFILIATES SHALL NOT BE LIABLE UNDER
OR RELATED TO THIS AGREEMENT FOR ANY OF THE FOLLOWING, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (1) ANY INCIDENTAL, COMPENSATORY, GENERAL, PUNITIVE, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR OTHER INDIRECT DAMAGES OF ANY TYPE OR KIND; OR (2) YOUR OR ANY THIRD PARTY’S PROPERTY DAMAGE, BODILY INJURY, OR LOSS OR INACCURACY OF DATA, OR LOSS OF BUSINESS, REVENUE, PROFITS, USE OR OTHER ECONOMIC. ADVANTAGE. (COLLECTIVELY, “DISCLAIMED DAMAGES”).

4. Relationship. The Parties are independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, franchise, or an agency relationship between the Parties. Neither Party has the authority, without the other Party’s prior written approval, to bind or commit the other Party in any way.

5. Notices. All notices and requests in connection with this Agreement will be deemed given as of the day they are received either by email, messenger, delivery service, or in the mail, at the following addresses:

To Bumpr:

1. Bumpr Email Address:
hello@bumpr.ai

2. Bumpr Physical Address:
19951 80A Ave, Suite 250
Langley BC
V2Y 0E2
Canada

To Operator, at the email address and phone number registered by Operator with Bumpr. Unsubscribing from Bumpr’s email or SMS communications shall not relieve Operator of Operator’s obligations of this Agreement and shall void any notice requirements.

6. No Warranty. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. BUMPR DOES NOT WARRANT OR GUARANTEE THAT THE PLATFORM SERVICES SHALL BE UNINTERRUPTED OR ERROR-FREE.

7. Entire Agreement. This Agreement is the entire agreement of the Parties with respect to the subject matter hereof and supersedes any and all prior agreements and/or understandings, whether written or oral. This Agreement shall not be modified except by a written agreement dated subsequent hereto signed on behalf of each Party by their duly authorized representatives.

8. Governing Law. This Agreement shall be governed by the laws of the State of Nevada, without reference to principles of conflicts of law, and the Parties further consent to the exclusive jurisdiction of the local and federal courts located in Nevada to resolve any dispute that may arise relating to this Agreement.

9. Assignment. This Agreement may be assigned by Bumpr, directly or by operation of law, without the prior written consent of Operator. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and assigns.

10. Survival. All Sections of this Agreement that by their nature should survive termination or expiration will survive, including, without limitation, accrued rights to payment, indemnification obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

11. Counterparts. This Agreement may be executed in one or more counterparts, which may be exchanged by electronic means, each of which shall be deemed an original and together shall constitute the same agreement.