1. Scope of Services

CabCo Fleet Management LLC (“CabCo”) provides a comprehensive suite of fleet management services, including but not limited to: vehicle leasing, telematics integration, asset tracking, maintenance coordination, fuel management solutions, and safety protocols. All services are tailored to each client’s operational requirements as defined in their respective agreements. CabCo expressly reserves the right to revise, expand, limit, or otherwise alter its service offerings at any time, without prior notice, as deemed necessary to ensure operational efficiency, incorporate technological advancements, or maintain compliance with regulatory obligations.

Service Suspension

CabCo retains the absolute and non-negotiable right to suspend any or all services at its sole discretion, and without prior notice, under circumstances including but not limited to: unresolved disputes, breach of contract, delinquency or failure to remit payment, or any conduct that materially impairs CabCo’s ability to perform its obligations. Suspension of service does not terminate or nullify any active agreement. All terms therein, including but not limited to payment obligations, remain enforceable and in effect throughout the suspension period.

Service Modifications

CabCo further reserves the right to unilaterally modify the scope, nature, or delivery method of any service provided, with or without notice. While CabCo may endeavor to provide advance notice when feasible, no such notice shall be required to validate such modifications. Clients may submit objections to any such modifications, upon which CabCo will outline the required corrective actions or operational changes. Failure to comply within the timeframe specified by CabCo shall result in the continuation of the modified or suspended service terms, without further notice.

Cost Adjustments

CabCo reserves the unrestricted right to adjust, increase, or introduce new service-related fees and charges at any time, without the need for client approval. Notice may be provided at CabCo’s discretion where practicable; however, failure to provide notice shall not preclude the enforceability of such adjustments. Cost modifications may be implemented to reflect rising operational demands, market volatility, inflationary pressures, or other factors affecting the commercial viability of service delivery.

2. Client Obligations and Troubleshooting

In order to maintain operational continuity and ensure the prompt resolution of technical or service-related issues, CabCo Fleet Management LLC (“CabCo”) may, at its sole discretion, require clients to perform specific troubleshooting tasks as a precondition to receiving additional technical support. Clients are contractually obligated to fully and promptly comply with all instructions and directives issued by CabCo’s support personnel. These directives are designed to efficiently identify, isolate, and resolve any disruptions or malfunctions in service.

Failure or refusal by the client to cooperate in such troubleshooting efforts shall relieve CabCo of any further obligation to provide support and shall constitute a material breach of the agreement. In such instances, if it is later determined that the issue or failure is not attributable to CabCo or any of its affiliates, subcontractors, or service partners, the client shall be held liable for any required onsite service visits and shall be invoiced at two (2) times the standard service rate for all labor, parts, and incident-related costs incurred.

Furthermore, if CabCo determines that continued client access to its systems or services presents a security risk, compliance failure, or other liability, it may unilaterally suspend or revoke said access without notice. Any such suspension shall not void or diminish the enforceability of the existing agreement; all financial and contractual obligations of the client shall remain in full force and effect until CabCo deems the matter resolved to its satisfaction.

CabCo shall have sole and exclusive authority to determine the adequacy of any client-proposed resolutions and shall communicate the necessary remedial steps required. The client shall be responsible for executing such steps within the timeframe prescribed by CabCo. Failure to do so shall result in continued service limitations and may invoke further legal or financial remedies.

3. Code of Conduct and Professional Behavior

CabCo Fleet Management LLC (“CabCo”) maintains a zero-tolerance policy for unprofessional, hostile, or disruptive conduct in any and all interactions between its personnel and clients or their representatives. While CabCo is committed to conducting its business with courtesy, integrity, and professionalism, clients and their agents are likewise required to uphold the same standards of behavior in all communications and dealings with CabCo staff, contractors, or affiliates.

Misconduct and Unprofessional Behavior

CabCo reserves the unqualified and unilateral right to restrict, suspend, or permanently revoke access to its systems, services, or personnel for any client representative whose behavior is deemed abusive, threatening, or otherwise inappropriate. This includes, but is not limited to:

• Use of vulgar, obscene, or discriminatory language;

• Harassment, intimidation, or hostile behavior;

• Repeated issuance of excessive, irrational, or bad-faith demands;

• Attempts to manipulate, coerce, or pressure CabCo staff beyond the scope of the contractual relationship;

• Requests that are outside the scope of agreed services or that place undue burden on CabCo resources.

Any such conduct—whether isolated or recurring—shall be subject to immediate disciplinary response by CabCo, including but not limited to: formal warning, service suspension, restricted access, or permanent exclusion of specific individuals from all future communications and interactions.

CabCo retains exclusive and final discretion in determining what constitutes misconduct or unprofessional behavior. All determinations are non-negotiable, and no appeal or dispute process shall be offered. The client shall be held liable for any resulting administrative costs, service interruptions, or damages incurred as a result of such conduct.

4. Billing and Payment Terms

A. Pricing and Service Rate Authority

CabCo Fleet Management LLC (“CabCo”) retains the exclusive and unrestricted authority to establish, revise, and modify all pricing and service rate structures associated with its offerings. This includes, but is not limited to, base service fees, vendor pass-through charges, administrative costs, and any applicable markups. No pricing listed in any Service Agreement shall be construed as fixed, guaranteed, or exempt from modification. CabCo may alter any rate or fee, at any time and without prior notice, at its sole discretion. Notice may be provided when practicable, but lack of notice shall not affect enforceability. Pricing modifications may be driven by market shifts, vendor cost changes, inflationary trends, operational needs, or technology upgrades.

B. Standard Monthly Service Charges

Unless expressly stated otherwise in a written agreement signed by both parties, all clients—regardless of division or contract scope—shall be assessed a standard service fee of $45.00 per asset per month. This charge covers administrative management, technology platform access, service coordination, and operational support. The client acknowledges and agrees that any differing rate specified in a prior agreement does not restrict CabCo’s ongoing right to update or revise service fees. Any fee adjustments shall be applied prospectively and shall not be considered cause for breach or termination.

C. Payment Terms and Schedules

All payments are due as follows, unless alternate terms are explicitly defined in the client’s individual agreement:

• CabCo Equipment Customers: Automatic draft on the 1st of each month.

• CabCo Fleet Management (Auto Pay Enrolled): Automatic draft on the 5th of each month.

• CabCo Fleet Management (Non-Auto Pay): Manual payments due no later than the 15th of each month, or as otherwise stated in the client’s service agreement.

Failure to submit payment by the due date constitutes a breach and will initiate CabCo’s formal collections process.

D. Collections, Legal Action, and Enforcement

Non-payment will immediately trigger a structured multi-phase collections process. If payment is not received within the grace period defined in the invoice or contract, the following measures shall apply:

1. Immediate Acceleration of Contract Value: The entire remaining balance of the client’s contract becomes immediately due and payable in full.

2. 30% Interest Charge: A 30% interest charge will be imposed on the outstanding principal amount.

3. Legal Fees and Enforcement Costs: The client shall be held liable for all costs of enforcement, including but not limited to: attorney’s fees, court filing costs, third-party collection fees, administrative charges, and asset recovery expenses.

4. Repossession and Recovery Rights: CabCo reserves the right to repossess any leased or provided assets, including vehicles, equipment, devices, or any tools associated with the agreement.

5. Equitable Forfeiture and Operational Interruption: In instances of material breach or persistent non-payment, CabCo may initiate equitable forfeiture of business interest and issue a formal Stop Business Order, suspending the client’s operations under CabCo oversight until such time as the account is brought current.

6. Preservation of Rights: These actions shall not waive or impair CabCo’s right to pursue additional civil remedies or damages. All contractual obligations shall remain binding regardless of enforcement measures.

E. Ongoing Financial Responsibility

Clients shall remain fully responsible for all accrued fees, costs, penalties, and service charges—whether standard or adjusted—as long as they utilize CabCo services. Continued use of any service constitutes acceptance of all updated terms and charges. No pricing adjustment, collections action, or enforcement measure shall be interpreted as a waiver of CabCo’s rights under law or contract.

5. Limitations of Liability

A. Comprehensive Disclaimer of Liability

To the maximum extent permitted by applicable law, CabCo Fleet Management LLC (“CabCo”) expressly disclaims all liability for any and all damages of any kind—whether direct, indirect, incidental, consequential, exemplary, special, or punitive—arising from, related to, or in connection with the use of, or inability to use, CabCo’s services. This includes, without limitation, claims based on:

• Breach of contract;

• Negligence or other tortious conduct;

• System failures or service outages;

• Personnel conduct;

• Data loss, corruption, or theft;

• Downtime or business interruption.

This limitation applies regardless of whether CabCo was advised of, or should have been aware of, the possibility of such damages. Damages for lost profits, goodwill, operational downtime, data integrity, third-party claims, and reputational harm are explicitly disclaimed.

B. Waiver and Forfeiture of Legal Recourse

By engaging with or utilizing CabCo services in any capacity, the client irrevocably and unconditionally waives any right to pursue legal action or assert claims of any nature—known or unknown, direct or derivative—against CabCo, its employees, officers, agents, affiliates, or contractors. This includes, but is not limited to:

• Claims arising under tort, contract, equity, statute, or common law;

• Allegations of negligence, misrepresentation, breach of duty, or failure to perform;

• Class actions, group actions, or consolidated claims.

This waiver is absolute, unconditional, and non-negotiable, and shall remain binding regardless of whether a claim may be later discovered.

C. Client Responsibility for Legal Costs

In the event the client initiates or becomes party to any legal, administrative, or arbitration proceeding against CabCo, the client shall be fully and solely responsible for all legal fees, costs, and expenses incurred by CabCo in the course of defending itself. This includes, but is not limited to:

• Attorneys’ fees (whether in-house or retained);

• Court filing and transcript fees;

• Expert witness fees;

• Discovery and subpoena costs;

• Mediation, arbitration, and litigation-related expenses.

This obligation remains in effect regardless of the outcome of the proceeding and applies even if the client’s claims are dismissed, withdrawn, or deemed without merit.

D. Indemnification Obligation

The client agrees to defend, indemnify, and hold harmless CabCo, its officers, directors, employees, agents, and affiliates from and against any and all third-party claims, actions, demands, damages, losses, liabilities, and expenses (including reasonable attorney’s fees) that arise from or relate to:

• The client’s use or misuse of CabCo’s services;

• Violations of any terms, policies, or laws;

• Actions or omissions by the client or its representatives;

• Breach of contract, intellectual property violations, or unlawful acts committed while using CabCo’s services.

This indemnification shall be immediate, continuing, and survive termination of the client relationship.

E. Severability

If any provision of this section is deemed invalid, unlawful, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain valid, enforceable, and binding to the fullest extent permitted by law. The parties agree that any such invalid provision shall be replaced by a legally valid term that most closely reflects the intent of the original clause.

6. Confidentiality

A. Obligation of Confidentiality

The client acknowledges and agrees that throughout the duration of its relationship with CabCo Fleet Management LLC (“CabCo”), and continuing in perpetuity thereafter, all proprietary, sensitive, and confidential materials disclosed or made accessible by CabCo—including, but not limited to, operational procedures, business methodologies, systems, templates, technology platforms, fuel pricing models, telematics data, internal documentation, and all related intellectual property (collectively, “Confidential Information”)—shall be held in strict and inviolable confidence.

The client shall take all measures necessary to safeguard such information, using at minimum the same degree of care it uses to protect its own confidential information, and in no case less than a reasonable standard of care under applicable law.

B. Lifetime Confidentiality Mandate

The client expressly agrees that the duty to preserve the confidentiality of CabCo’s Confidential Information is perpetual and non-terminable, surviving the conclusion, termination, or expiration of any agreement or business relationship. This obligation shall remain in full force throughout the lifetime of the client entity and any successor entity or assignee, and shall not be waived, altered, or diluted under any circumstances.

C. Breach, Liquidated Damages, and Waiver of Trial

In the event of any unauthorized disclosure, misappropriation, or failure to safeguard Confidential Information—whether through negligence or willful misconduct—the client shall be deemed to have committed a material breach of this agreement. As a consequence:

• The client irrevocably forfeits the right to trial or judicial review relating to the assessment of damages arising from the breach.

• CabCo shall be entitled to liquidated damages in the amount of one million dollars ($1,000,000), which the client agrees is a fair and reasonable pre-estimate of the harm resulting from such a breach.

• The client agrees that no further evidentiary hearing, judicial determination, or specification of damages shall be required to enforce this amount.

• CabCo shall be entitled to seek immediate injunctive relief in any court of competent jurisdiction, without the necessity of posting bond or proving irreparable harm.

This provision shall not limit CabCo’s right to pursue additional remedies at law or in equity.

D. Indemnification for Unauthorized Disclosure

Should any Confidential Information be disclosed as a result of the client’s negligence, misconduct, or failure to comply with this confidentiality provision, the client shall fully indemnify and hold harmless CabCo, including for all resulting damages, third-party claims, regulatory penalties, and any attorneys’ fees and costs incurred in connection with enforcement, recovery, or litigation.

E. Return or Destruction of Confidential Information

Upon termination of any agreement or at CabCo’s written request, the client shall immediately cease all use of Confidential Information and return or destroy all physical and electronic copies in its possession, custody, or control. The client shall certify in writing that all such materials have been returned or destroyed in full compliance with CabCo’s instructions.

7. Termination

A. Conditions Precedent to Termination

The client irrevocably acknowledges and agrees that no termination—whether initiated by the client or CabCo Fleet Management LLC (“CabCo”)—shall be valid, processed, or take legal effect unless and until all outstanding financial obligations have been fully satisfied. This includes, but is not limited to:

• All accrued fees, service charges, and invoices;

• Applicable penalties, late fees, or interest;

• Any contractual obligations relating to minimum terms, subscriptions, or leasing commitments.

Payment in full is a non-waivable condition precedent to termination. Until such payment is received and confirmed by CabCo, no termination shall be considered executed, and all services, liabilities, and obligations shall remain active and enforceable.

B. Liquidated Damages for Non-Payment

In the event the client fails to fulfill its financial obligations prior to or in connection with termination, the client shall be immediately liable for liquidated damages not to exceed one million dollars ($1,000,000). The parties agree that:

• This amount is a reasonable and enforceable pre-estimate of damages, not a penalty;

• No judicial order, prior notice, or court hearing shall be required to assert or enforce this sum;

• CabCo shall be entitled to collect this amount unilaterally and immediately, through any available legal or equitable means.

The client expressly waives any right to contest this amount in court or arbitration, and agrees it is due and payable in full upon default.

C. Return of Equipment and Related Damages

As a condition of termination, the client must immediately return all CabCo-owned equipment, devices, hardware, documentation, and related assets in accordance with CabCo’s written instructions. In the event of failure to return such property:

• The client shall be subject to liquidated damages equal to two (2) times the fair market value of the unreturned items.

• Fair market value shall be unilaterally determined by CabCo, using commercially reasonable valuation methods.

• These damages are separate, distinct, and due immediately upon demand, without the need for legal action or further process.

The client shall also be liable for any associated costs related to retrieval, replacement, or decommissioning of such assets.

D. Survival of Terms

All provisions of this agreement that, by their nature, survive termination, shall remain in full force and effect. This includes, without limitation:

• Confidentiality obligations (Section 6);

• Indemnification clauses;

• Limitations of liability (Section 5);

• Collection and enforcement provisions (Section 4);

• Any rights or remedies which have accrued as of the effective termination date.

Termination shall not relieve either party from liability arising from breaches or obligations that occurred prior to the termination date.

8. Dispute Resolution

A. Initial Resolution Procedure

In the event of any dispute, claim, or controversy arising out of or relating to this Agreement—including but not limited to its execution, performance, enforcement, breach, termination, interpretation, or validity—the parties agree to first engage in good faith informal discussions as a mandatory condition precedent to any further action.

The aggrieved party must submit written notice to the other party specifying the nature of the dispute, relevant facts, and desired resolution. The parties shall have fifteen (15) calendar days from the date of notice to resolve the matter informally.

B. CabCo’s Determination of Satisfactory Resolution

The client acknowledges and agrees that CabCo retains exclusive authority to determine what constitutes a fair, equitable, and final resolution of any dispute. If the client refuses or fails to accept CabCo’s proposed resolution, CabCo may, at its sole discretion, consider the matter resolved without further obligation to engage, respond, or negotiate. No escalation shall be permitted until CabCo has formally closed its internal resolution process.

C. Waiver of Litigation and Judicial Recourse

By entering into this Agreement and utilizing CabCo’s services and systems, the client irrevocably waives and forfeits all rights to:

• Initiate, threaten, or participate in any form of lawsuit or judicial proceeding against CabCo;

• Pursue civil, administrative, or regulatory complaints;

• Seek relief through court, tribunal, or public agency, regardless of jurisdiction.

This complete forfeiture of litigation rights applies to all claims, known or unknown, whether arising in tort, contract, statute, equity, or any other legal theory. The client agrees that all disputes shall be resolved exclusively through the arbitration provisions set forth herein.

D. Client Responsibility for Legal Fees

In any legal or quasi-legal proceeding—whether initiated by the client or by CabCo—the client shall be fully and unconditionally liable for all legal fees and related costs incurred by CabCo, including:

• Attorney’s fees (internal and external);

• Arbitration fees;

• Court or administrative costs (if applicable);

• Expert witness fees;

• Costs related to enforcement, defense, or recovery.

This obligation is enforceable regardless of outcome and survives the resolution of the dispute.

E. Binding Arbitration Clause

If informal resolution fails, the dispute shall be submitted to binding arbitration, conducted under the rules of the American Arbitration Association (AAA) or another arbitration body designated by CabCo. The arbitration shall be held in a venue of CabCo’s choosing, and proceedings shall be governed by applicable commercial arbitration rules.

• The arbitration decision shall be final, non-appealable, and binding on all parties;

• Judgment on the arbitration award may be entered in any court of competent jurisdiction;

• Each party shall bear its own arbitration costs, except as otherwise provided by this agreement.

CabCo shall not be obligated to delay enforcement efforts while arbitration is pending, and may seek interim injunctive relief or asset protection measures as needed.

F. Survival and Enforceability

This Dispute Resolution clause shall survive the termination, cancellation, expiration, or rescission of this agreement. All disputes—whether arising during the term of service or after termination—shall remain subject to these procedures.

10. Limited Warranty Coverage

CabCo Fleet Management LLC (“CabCo”) provides a limited, non-transferable warranty on all hardware devices and related equipment supplied to clients for a period of one (1) year from the date of delivery, unless otherwise specified in writing by either CabCo or the original equipment manufacturer.

This warranty is strictly limited to defects in materials and workmanship under conditions of normal, intended use. CabCo’s sole obligation under this warranty shall be, at its discretion, to repair or replace any defective product or component that meets warranty eligibility, provided that such defect is reported within the applicable warranty period.

All warranty claims are subject to inspection and validation by CabCo, and CabCo reserves the right to deny any claim it deems fraudulent, outside scope, or unsupported by evidence.

11. Exclusions from Warranty

The limited warranty shall not apply to any of the following circumstances or conditions, all of which are expressly excluded from coverage:

• Accidental Damage: Including but not limited to damage caused by vehicle collisions, submersion in water, exposure to fire, lightning, or natural disasters (e.g., floods, storms, earthquakes).

• Improper Use or Handling: Any damage or degradation caused by negligence, misuse, abuse, or failure to follow CabCo’s or the manufacturer’s operating instructions.

• Cosmetic Wear: Scratches, dents, fading, or other superficial damage that does not impair device function.

• Unauthorized Modifications: Devices that have been opened, altered, modified, or repaired by any party not expressly authorized by CabCo in writing.

• Environmental Exposure: Damage resulting from exposure to excessive moisture, dust, vibration, power surges, or operating environments outside of specified tolerances.

Any product that fails due to one or more of the above conditions shall be deemed ineligible for warranty coverage, and the client shall be responsible for all replacement, repair, shipping, or service costs associated with such failure.

12. Limitation of Liability – Device Damage

CabCo Fleet Management LLC (“CabCo”) shall bear no responsibility, liability, or financial obligation to repair, replace, or reimburse any hardware, equipment, or device that is damaged due to any of the exclusions outlined in Section 11. This limitation applies regardless of whether the damage occurs during or after the warranty period.

Clients are solely responsible for the proper care, handling, storage, and operation of all CabCo-provided devices. CabCo expressly disclaims all liability for damages resulting from client misuse, negligence, or failure to follow manufacturer specifications. No oral or written advice or information provided by CabCo shall create any warranty or alter the terms of this limitation.

Under no circumstances shall CabCo be liable for indirect, incidental, punitive, special, or consequential damages arising from or related to equipment failure, including loss of use, revenue, business interruption, or reputational harm.

13. Authorization & Consent for Credit and Financial Services

By entering into this Agreement, the client expressly authorizes and provides full, irrevocable consent for CabCo Fleet Management LLC (“CabCo”) to collect, use, transmit, and disclose client information—including, but not limited to, business information, ownership details, credit history, contact information, tax identification numbers, and personal data of authorized representatives—for the purpose of applying for, managing, or renewing financial and credit products on the client’s behalf.

Such products may include, but are not limited to:

• Fuel cards and fleet purchasing programs;

• Vehicle or equipment leasing and financing agreements;

• Credit lines related to fleet services or vendor relationships.

CabCo is authorized to submit such information to third-party financial institutions, underwriters, and credit bureaus as required, and to receive and review client credit reports as necessary. This authorization shall remain in effect for the duration of the client’s relationship with CabCo and for any period necessary to enforce or fulfill financial obligations under this Agreement.

The client waives any right to withhold or revoke this consent, and understands that refusal to grant or maintain this authorization may result in denial or revocation of access to applicable financial products or services.