Exhibit A

MAAS Passenger App Terms

(TOD on MAAS Passenger App)

These MAAS Passenger App Terms (these "Passenger App Terms") are part of the Moovit Transportation on Demand (“TOD”) Terms and Conditions (the “TOD T&C”) by and between you (“Customer” or “you”) and the Moovit entity specified on the applicable Order Form (“Moovit”). By accepting these Passenger App Terms and accessing or using the MAAS Product (as defined below) and the rights to use the Moovit Services you have acquired from Moovit, you agree to be bound by these Passenger App Terms with respect to the access or use of the MAAS Service and the associated services (together, the “MAAS Service,” as further defined below).

 1.              Interpretation; Definitions

1.1         Unless otherwise defined in these Passenger App Terms, all capitalized terms in these Passenger App Terms shall have the meanings ascribed to them in the TOD T&C. Where definitions from the TOD T&C are modified under these MAAS Passenger App Terms, they shall be read in the TOD T&C pursuant to their modified definitions as ascribed hereunder. The headings of the sections and subsections of these Passenger App Terms are for convenience of reference only.

1.2         “TOD Service” shall have the meaning ascribed to it in the TOD T&C and, in addition thereto, shall include the MAAS Service.

1.3         “Customer Data” shall have the meaning ascribed to it in the TOD T&C and in addition thereto, shall include any and all data, information and/or any other content provided, submitted, transferred, and/or uploaded by you or your representatives through or in connection with the use of MAAS Service, which may include, inter alia, Data Output and End User Data.

1.4         “Feature Set” means the MAAS Product features offered by Moovit and made available to your End Users via the MAAS Product as listed in the Order Form.

1.5         “MAAS Product” means Moovit’s MAAS (Mobility as a Service) mobile or web product (application), as applicable, branded under your Marks and such other configurations or customizations as further specified in an Order Form.

1.6         “MAAS Service” means the services rendered by Moovit and/or its licensors as part of or through the MAAS Product as further detailed in Section ‎2 below and pursuant to an applicable Order Form, and all such other products, services and applications described in the Order Form and/or the Documentation, including, without limitation, any software embedded therein, Third Party Services, all modification and enhancements thereof.

1.7         “Passenger App” means, for purposes of the TOD T&C when read with these Passenger App Terms, the MAAS Product.

1.8         “Third Party Services”  shall have the meaning ascribed to it in the TOD T&C and, in addition thereto, shall mean certain data and services made available through third parties, including but not limited to, micro-mobility, parking, messaging and push notification abilities, mobile ticketing, GTFS, data, data feeds, real time feed information, software, data platforms or other materials, to be integrated into or provided as part of the MAAS Service, all as further detailed pursuant to and subject to these Passenger App Terms.

1.9         “Requested Third Party Service” shall have the meaning ascribed to it in the TOD T&C and, in addition thereto, shall include a Third Party Service explicitly requested by you to be integrated into or provided as part of the MAAS Service, and made available to you by Moovit, subject to Moovit’s written approval.

1.10      “Requested Third Party Service Integration” shall have the meaning ascribed to it in the TOD T&C and, in addition thereto, shall mean the functionality that is part of the MAAS Service and that causes the MAAS Product to interact with Requested Third Party Services.

 2.              MAAS SERVICE

2.1         Services.

 2.1.1            MAAS Service. Subject to and in accordance with the terms of this Agreement, Moovit will provide you a white label version of the applicable Moovit Services configured and customized by Moovit in accordance with the Customizations (as defined herein) and Feature Set, including the Requested Third Party Service Integrations all as set forth in the Order Form.

 2.1.2             Additional Professional Services. Moovit and Customer may mutually agree on additional professional services to be provided to you by Moovit in connection with the MAAS Product and any related matters, as may be set out in the Order Form.

2.2         Support. Moovit shall furnish you maintenance and support services for the MAAS Product in accordance with the service level agreement specified in the Order Form.

2.3         Features. Moovit shall provide you the ability to configure which features among the Feature Set may be available to your End Users. Upon your request, and subject to Moovit’s written approval in its sole discretion, Moovit may make available to your additional features beyond the Feature Set, as shall be mutually determined by the Parties on a case-by-case basis.

2.4         Compatibility. To the extent applicable and agreed by the Parties, Moovit shall ensure the MAAS Product’s compatibility with current iOS and Android mobile applications development standards. During the Term, and without additional cost to you, Moovit may, in its sole discretion, provide you with Updates to the MAAS Product, to the extent such similar Updates are made generally commercially available to Moovit customers as part of the Moovit Services and to the extent such Updates are backwards compatible to the Moovit Services, such Updates shall be backwards compatible with the MAAS Product. In the event that Moovit provides such Updates, you undertake to implement and use the most recent version of the Moovit Services as provided by Moovit. 

2.5         Branding and Customization.

   2.5.1      Branding. Moovit shall provide you with the MAAS Product, customized according to the specifications which shall include such components, features or integrations as mutually agreed by the Parties and set forth in an applicable Order Form, with a customized UX/UI including the UX/UI “look and feel” and branding including your Marks (the “Customizations”). A “Powered by Moovit” designation or another mutually agreed attribution to Moovit as the technology provider shall be included and displayed as part of the MAAS Product, in such manner, size, location (and/or other relevant parameters) as shall be mutually agreed by the Parties.

2.6         Delivery. The Parties shall mutually agree on a customization plan including a targeted schedule for the delivery and operations commencement of the MAAS Product (including engineering/customization tasks) (the “Customization Plan”) as shall be included as an exhibit to the Order Form or statement of work agreed by the Parties. Each of Moovit and you shall endeavor to complete its respectively assigned tasks in the scope of the Customization Plan so as to enable Moovit to provide you with the MAAS Product according to the Customization Plan schedule (including contemplated delivery schedule).

 3.              LICENSES AND OWNERSHIP

3.1         Grant of License by Moovit. Subject to the terms of this Agreement and for the duration of the Term, Moovit hereby grants you, and you accept, a limited, non-exclusive, non-transferable, non-sublicensable, fully revocable, in the territory set forth in the Order Form royalty-free license to use, distribute, promote, market, display, and access the MAAS Product for the sole purpose of providing the MAAS Service via the MAAS Product to your End Users (the “Moovit License”).

3.2         License Restrictions. You shall not, and shall not authorize others, other than as expressly authorized under this Agreement or with Moovit’s prior written approval, to (a) use the MAAS Product in a manner circumventing or exceeding the purpose and scope explicitly allowed under this Agreement; (b) use or make available the MAAS Product for the benefit of anyone other than  Customer solely as part of your Customer Services for the benefit of your End Users; (c) sell, re-sell, assign, sublicense, transfer, rent, lease, lend, distribute, export, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the MAAS Product or any part or feature thereof, or making available the use thereof, whether by operation of law or otherwise, except for the purposes of displaying and affording access to the MAAS Product to your End Users as contemplated under this Agreement; (d) directly or indirectly change, edit, add to, modify, copy, cache, emulate, create derivative works therefrom, reverse engineer, disassemble, decompile, or otherwise attempt to discover or extract the underlying source code or any content or technology of the MAAS Product or any part thereof; (e) remove or obstructs any Marks of Moovit and/or its licensors, copyright notices or other legends from the MAAS Product and/or defeat, avoid, by-pass, remove, deactivate or otherwise circumvent any software protection or contractual limitation mechanisms in or to the MAAS Product; (f) use the MAAS Product or MAAS Service to operate a service bureau or subscription service or for commercial software hosting services use the MAAS Product in any unlawful manner, or for any unlawful purpose; (g) distribute and/or otherwise use the MAAS Product for any uses other than as permitted under this Agreement; and/or (h) test or use the MAAS Product in connection with any benchmark tests, evaluation and/or comparison to any competitive product or otherwise use the MAAS Product and/or MAAS Service to create or acquire any products or services that are substantially similar to or compete with any proprietary products or services of Moovit or its licensors.

3.3         Moovit’s Intellectual Property Rights. As between the Parties, and without derogating from the TOD T&C, Moovit, and/or its licensors, holds and retains all right, title and interest in and to the Moovit IP. For the avoidance of doubt, as between the Parties, the MAAS Service, MAAS Product, and any part, feature, derivatives, and/or enhancements thereof including any Intellectual Property Rights therein or related thereto, which shall be considered as part of the Moovit IP.

3.4         Customer’s Intellectual Property Rights. Excluding Moovit IP and without derogating from the rights of Moovit and/or its licensors’ therein, you retain all right, title and interest in and to the Customer Data and your unique proprietary “look and feel” components used as part of the UI/UX-customizable “look and feel” and branding of the MAAS Product and any related copyrighted content and materials included therein, including any Intellectual Property Rights therein or related thereto, which shall be considered as part of the Customer IP.

3.5         Grant of Licenses by Customer. Subject to the terms of this Agreement, you hereby grant Moovit a perpetual, non-exclusive, non-sublicensable, non-transferable, royalty-free right and license to access and use the Data Output generated by your use of the TOD Solution in order to provide and improve the Moovit Services, including the TOD Service. This license shall be considered a part of the Customer License. You acknowledge and agree that Moovit may maintain, use and distribute aggregated and anonymous data derived from Data Output for its own purposes.

 4.              CUSTOMER UNDERTAKINGS

4.1         You shall prepare and duly enter into a legally binding and effective agreement with each End User, which shall govern the relationship between you and the End User regarding the access to and use of the MAAS Product. Such agreement shall include all required notices and disclosures to the End User, as required or advisable under applicable law to set forth the End User’s rights and obligations under your privacy policy (“Customer Privacy Policy”) with respect to information regarding the End Users, and shall contain terms substantially similar to and in no case less restrictive than those set forth in Moovit's published Terms of Use and Privacy Policy located at http://moovitapp.com/en-us/legal/terms-of-service-en/ and http://moovitapp.com/en-us/legal/privacy-policy-en/, respectively.

 5.              WARRANTS AND REPRESENTATIONS

5.1         By Moovit. Moovit warrants and represents that it has the full right, authority and license to use, utilize and license, pursuant to the grant of the Moovit License, the MAAS Product and MAAS Service. 

5.2         By Customer. You warrant, represent and undertake that: (a) you are the sole and exclusive owner of the Customer IP, and have the full right, authority and license to use, utilize and license the Customer IP or any part thereof, including to grant the Customer License; (b) the Customer IP does not infringe upon or otherwise violate any rights, including the intellectual property rights, of any third party, and you have not received notice of any claim or suit alleging that the Customer IP or any part thereof infringes or violates the rights of any third party; (c) with respect to the End User Data Moovit will be required to collect and/or process as part of providing the MAAS Service, you will provide all required disclosures and/or notices to, and will have or have obtained all necessary consents from any and all End Users with respect to such End User Data, and have all right and authority to allow Moovit and its licensors who are approved service providers and partners access to the End User Data, in accordance with applicable laws.

 6.              DATA PROCESSING AND PROTECTION

6.1         Relationship with End Users. You hereby represent and warrant to Moovit that you shall ensure that throughout the Term you shall have in full force a written agreement (in a form of terms of use, terms of service or otherwise) with the End Users governing the relationship between you and End Users including the collection of End User Data by Moovit and its third party service providers, as well as the collection and transfer of End User Data to Requested Third Party Services, in connection with the End User’s use of the MAAS Product. You shall be solely responsible to provide End Users with all necessary disclosures and to obtain, maintain and have obtained the informed consent from any and all End Users, to the extent applicable, such that Moovit and its third party service providers can access, collect, store, analyze, process, display, transfer, cross-border transfer and use the End User Data in order to provide and operate the Moovit Services and the MAAS Service (including via third party service providers and Requested Third Party Services) and in order to (a) provide the MAAS Product and the MAAS Service; (b) to develop, improve and customize any and all services and offering available through any Moovit Services, including such services’ accuracy and interface; (c) allow Moovit and/or its third party service providers, to the extent permitted by law, use, transact in and/or disclose aggregate, non-personally identifiable data derived from or pertaining to End Users or End User Data; and (d) to comply with any applicable law or regulation.

6.2         You are responsible for all communications with your own End Users of the MAAS Product and in connection with your Customer Services and shall resolve all disputes, inquiries or complaints with such End Users. The Parties shall provide each other reasonable cooperation and information as may be reasonably necessary to resolve such disputes, inquiries or complaints.

6.3         Data Processing.

   6.3.1      It is agreed and acknowledged that you are the owner and controller of Customer Data collected through the MAAS Product, whether by Moovit or its licensors. You shall be responsible and obligated to maintain compliance with all applicable laws with respect thereto.

   6.3.2      Moovit shall be considered a mere processor of the Customer Data including without limitation the End User Data, collected and/or retained by it in connection with the provision of the MAAS Service and/or the MAAS Product (with the exception of Payment End User Data, as set forth in paragraph 6.3.4 below). To the extent that any Third Party Services process End User Data on behalf of Moovit, the providers of the applicable Third Party Services shall be considered sub-processors of the End User Data.

   6.3.3      Moovit shall keep the End User Data (to the extent it becomes exposed to such information) in a secure manner and in confidence in strict accordance with any applicable data protection and privacy law or regulation governing the use, disclosure, maintenance, and handling of such information. In respect of such End User Data and any other Personal Data supplied to Moovit by Customer: (i) the Parties agree to comply with the terms of the Data Protection Agreement located at https://moovit.me/DPA (“DPA”) to the extent applicable or required by applicable law; (ii) Moovit shall process such data only on behalf of and in accordance with your documented written instructions, this Agreement and the applicable DPA, and shall ensure that appropriate technical and organizational measures shall be taken against unauthorized or unlawful processing of and against accidental loss or destruction of, or damage to, such data; and (iii) Moovit shall comply with any reasonable request made you to ensure compliance with the measures contained in this Section 6.3. For purposes of this Section 6.3.3, you hereby instruct Moovit to process End User Data for the following purposes: (i) processing as necessary to provide the MAAS Service in accordance with the Agreement and applicable Order Form(s) and (ii) processing to comply with any other documented reasonable instructions provided by you where such instructions are consistent with applicable law and the terms of the Agreement. 

   6.3.4      Payment End User Data. You further acknowledge and agree that End User Data that is provided, collected, stored or used to enable End Users’ payment for mobile ticketing or payment services, as enabled via the MAAS Product, including without limitation End User Data associated with financial accounts and payment-card information (“Payment End User Data”), is collected through the MAAS Product directly by the authorized payment and/or ticketing services partner. You are the owner and controller of the Payment End User Data and your authorized ticketing or payment services partner processes such Payment End User Data on your behalf in accordance with its own applicable terms of service and privacy policies. You acknowledge and agree that Moovit has no responsibility and shall bear no liability for data security and/or data protection pertaining to the storing and/or processing of Payment End User Data by the third-party ticketing service partner.

6.4         Sharing aggregated information. The Parties shall facilitate, furnish and share, with reasonable transparency, anonymous and/or aggregated data regarding End Users’ activities in connection with the use of the MAAS Product and/or as related to your services generated via the MAAS Service and/or Moovit referrals including conversion rate, “stickiness” and referral efficiency.

6.5         You acknowledge that Moovit shall have no responsibility for the accuracy, quality, integrity, legality, reliability, and intellectual property ownership or right to the End User Data or other data related to End Users.

 7.              INDEMNIFICATION

7.1         In addition to any of your indemnity obligations provided under Section 12 of the TOD T&C, you shall indemnify, hold harmless, and (at Moovit’s option) defend each Moovit Indemnified Party from and against any and all Claims filed, brought or made by any third party against a Moovit Indemnified Party, arising out of any damage, loss or harm resulting from any End User claims (including privacy and data claims), and claims related to your Customer Services, the provision or use thereof, including without limitation the infringement by your Customer IP, Customer Services or Customer License or of any patents, copyright, trademark, trade secret or other Intellectual Property Rights or other right of any third party and/or any other breach of any warranty, representation or obligation made by you under this Agreement.

 8.              DISCLAIMER; LIMITATION OF LIABILITY

8.1         EXCEPT AS EXPRESSLY WARRANTED ABOVE, THE MAAS SERVICE AND THE MAAS PRODUCT AND ANY PART THEREOF, INCLUDING WITHOUT LIMITATION ALL INTEGRATIONS, INCLUDING BUT NOT LIMITED TO THE THIRD PARTY SERVICES OR ANY REQUESTED THIRD PARTY SERVICES, ARE PROVIDED BY MOOVIT “AS IS” AND WHERE AVAILABLE, AND MOOVIT AND/OR ITS LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES WITH REGARD TO THE SAME. NEITHER MOOVIT OR ITS LICENSORS PROVIDE ANY GUARANTEES WITH RESPECT TO THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, OR RELIABILITY OF ANY DATA OR INFORMATION OBTAINED OR PROVIDED THROUGH THE MAAS SERVICE AND/OR THE MAAS PRODUCT, INCLUDING THROUGH THE INTEGRATION WITH A REQUESTED THIRD PARTY SERVICE OR ANY THIRD PARTY SERVICE OR COMPONENT. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MOOVIT AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE MAAS SERVICE, MAAS PRODUCT, REQUESTED THIRD PARTY SERVICE OR ANY THIRD PARTY SERVICE OR COMPONENT (INCLUDING THE USE THEREOF AND ANY DATA OR INFORMATION GENERATED THEREFROM), INCLUDING WITHOUT LIMITATION ANY: (A) IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE; (B) IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; OR (C) IMPLIED WARRANTY OF NONINFRINGEMENT.