GIMA, LLC, a limited liability company organized under the laws of the State of Minnesota having its registered business address as 2136 Ford Pkwy #5260, Saint Paul, Minnesota 55116, USA, E-mail: info@gimallc.com, Phone Number: +1 866-728-9428 (Hereinafter referred to as the “GIMA”)

BACKGROUND:

1. WHEREAS, GIMA is a company that owns and operates a car rental marketplace through its website www.gimallc.com (hereinafter “Marketplace”) aiming to provide its customers with an easy and stress-free car and limousine rental experience by listing the third-party limousine rental businesses on their online marketplace expanding their audience and boosting their business (hereinafter “Services”);
2. WHEREAS, the Client is a Company engaged in the Limousine rental business which desires to establish an exclusive strategic business agreement whereby GIMA will promote, and market the Client’s Limousine rental business by listing their rental services on the marketplace;
3. WHEREAS, GIMA agrees to provide its services to the Client on the terms and conditions as provided under this agreement.

Now Therefore in consideration of the mutual covenants and promises made by the parties hereto, and in consideration of the representation, warranties, and covenants herein contained, the parties hereby agree as follows:

THE PURPOSE

1. The purpose of this agreement is to set out and execute the terms and conditions which will govern the relationship between the Client and GIMA.
2. The Client hereby engages GIMA for the limited purpose of promotion and marketing of their services in return for a commission as provided under Article 4 – Payment of this agreement. 
3. The Client hereby appoints GIMA as an independent contractor on a non-exclusive, non-employment basis to endorse and promote the Client’s services to the audience. and particularly to the prospective customers in the State of Minnesota and beyond (hereinafter “Territory”).

GIMA SCOPE OF ACTIVITIES

4. GIMA shall undertake the following activities under this Agreement, the completion of which shall serve as good and valuable consideration for this Agreement: 
   1. Engage in best efforts to represent, market, and promote, the Client’s rental services in the Territory, through listing their services on GIMA Marketplace;
   2. Attract a variety of customers and generate leads with a multi-activities approach;
   3. Enable Client’s businesses to partner with customer-driven and revolutionary brand;
   4. Communicate with and receive communications from the Client as necessary to perform the activities under this Agreement;
   5. During the Term of this agreement and for a period of one year thereafter, the Client and GIMA will maintain books and records related to the customer transactions contemplated under this Agreement;
   6. GIMA shall not represent itself as a joint venture member with the Client and shall not make or promise to make any representations on behalf of the Client, including any warranties, refunds, and/or credits;
   7. Do whatever else is reasonably expected in order to perform their obligations under this Agreement; 

THE PROCESS

5. To list their services for the purpose of this agreement the client will:
   1. Signup on the GIMA website www.gimallc.com;
   2. List their services, vehicles, prices, and availability;
   3. Select their preferred payment system and insert payment details.
6. Upon the completion of the aforementioned steps, the reservations and business queries and reservations will go directly from the customers to the Client.

PAYMENT

7. GIMA will not charge the listing fee of services from the client, only the commission of thirty percent (30%) from the gross transaction of the booking will be charged from the Client.
8. The Client agrees to pay thirty percent (30%) of the gross transaction of each booking procured from the services of GIMA to the Client for booking their Limo rental services. 
9. All the payments to GIMA shall be payable on the first day of each month during the term of this agreement. 
10. Taxes imposed upon or required to be paid by the Client or GIMA shall be the sole and exclusive responsibility of each, respectively.

TERM AND TERMINATION

11. Upon registering with GIMA, you will be sent an agreement via email to sign. This agreement will come into effect on the day of signing and shall remain in full force and effect until terminated by either party to this agreement.
12. The agreement may be terminated by either party upon giving seven days prior written notice to the other without any justification or clarification to the other party.
13. In the event of termination of the business relationship with each other, the Client and GIMA shall pay any outstanding payable amount to each other within 14 days of such termination.
14. Any termination under this subpart shall not affect the accrued rights or liabilities of either Party under this Agreement or at law and shall be without prejudice to any rights or remedies either party may be entitled to. Any provision or subpart of this Agreement which is meant to continue after termination or come into force at or after termination shall not be affected by this subpart. 

LICENSE

15. The Client grants a license to GIMA to use their business name, patent, or trademarks for service listing purposes as may be necessary to achieve the promotional and marketing purpose of this agreement in compliance with the terms and conditions of this agreement. GIMA shall not use any of the business name, patent, or trademarks for any other purpose without first obtaining the prior written consent of the Client. 

REPRESENTATIONS AND WARRANTIES

16. Each Party represents and warrants to the other the following: 
    1. It has the full corporate right and authority to enter into this Agreement and to perform the acts required of it hereunder;
    2.  The execution of this Agreement by either and the performance of its obligations and duties hereunder do not and shall not violate any other Agreement to which either party is a Party or by which it is otherwise bound;
    3. When executed and delivered by, this Agreement shall constitute the legal, valid, and binding obligation of, enforceable against each other according to its terms;
    4. Each party acknowledges that the other Party makes no representations, warranties, or agreements related to the subject matter hereof that are not expressly specified in this Agreement. 

ASSIGNMENT AND AMENDMENT

17. The Agreement may not be assigned by either party without the prior written consent of the other, and any such purported assignment shall be void. The Agreement may only be amended in writing and signed by both Parties.

GOVERNING LAW

18. The Agreement shall be construed and interpreted in accordance with the laws of the State of Minnesota. Both parties consent to the exclusive jurisdiction under the courts within Ramsey County, Minnesota. 

DISPUTE RESOLUTION

19. In case of a dispute between the Parties relating to or arising out of the Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in Ramsey County, Minnesota. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, or award punitive damages. The arbitrator shall be bound by applicable and governing Federal law as well as the law of the State of Minnesota. Each Party shall pay its own costs and fees. 

SEVERABILITY

20. If any provision or term of the Agreement is held to be unenforceable, then the Agreement will be deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of the Agreement, valid and enforceable. 

INDEMNITY

21. The Client hereby agrees to indemnify GIMA against any and all damage, liability, and loss, as well as legal fees and costs, incurred, as a result of any act or omission of the Client, related to the services rendered under this Agreement or any transaction or matter connected with the Services or the relationship between the Client and GIMA.
22. This clause shall not be read to provide indemnification for any Party if a competent court of law, rendering a final judgment, holds that the bad faith, gross negligence, or willful misconduct of the Party caused the damage, liability, or loss.

HEADINGS

23. Headings to this agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this agreement.

COUNTERPARTS

24. This agreement may be executed in counterparts, each of which shall constitute one and the same agreement.

ENTIRE AGREEMENT

25. This document is a complete and exclusive statement of the terms of this agreement and may not be changed orally but only by writing and signed by both parties.