Covered UK Ltd Limited application Agreement

This Agreement is entered into by and between Covered UK Ltd (the ‘Company’) Company No.4739286. Registered Address 38, Fellows Road, Nottingham NG9 1AQ and the Car Owner(s) identified on the Enrolment Form completed in connection with this Agreement ("Owner"). By completing the Enrolment Form Owner agrees to be bound by the following terms of contract.
1. General Terms
1.1 Database and Sponsorship.
By executing this Agreement, Owner agrees for a term of five (5) years (1) to enrol in the Company's database and (2) to have a motor vehicle available for installation and carrying of a vehicle advertisement ("Display"). THERE IS NO GUARANTEE THAT YOU WILL BE SELECTED TO BECOME AN ACCEPTED OWNER (AS DEFINED BELOW) TO HAVE INSTALLED AND CARRY A DISPLAY ON OWNER'S CAR UNDER A SPONSORSHIP PROGRAMME.

1.2 Enrolment in the Database.
The Company intends to establish a database of Owners who desire to carry a Display under a Sponsorship Programme. By executing this Agreement, Owner agrees to be enrolled in the Company's database of potential drivers for a term of five (5) years from the date that Owner executes the Form. The Owner agrees not to enrol in another similar vehicle advertisement sponsorship, or driving programme or vehicle advertisement database during such five (5) year term, regardless of whether or not Accepted Owner is selected for a showing. Owner's agreement to be included in the database on an exclusive basis shall not be affected by Owner's sale or loss of the Car identified on the Form.
1.3 Accepted Owners.
If the Company, at its sole discretion, accepts the application of the Owner into a Sponsorship Programme ("Accepted Owner"), the Accepted Owner agrees to have installed and to carry a Display designated by Sponsor on Owner's Car for the Showing (defined below) and under terms specified in the Sponsorship Programme. Any Accepted Owner agrees to carry a Display from a Sponsor, which Sponsor may change from time to time, for a total period of 12 months, which may be, at the sole option of the Company, a continuous 12-month period or non-continuous, and may be a series of months at different times equalling 12 months. The Company shall give Accepted Owner notice of the Sponsorship Programme for which he/she has been accepted prior to or at the time of the installation of the Display.
1.4 No Employee Relationship with the Company.
This Agreement does not create an employment, agency or independent contractor relationship between Owner and Company, or Owner and Sponsor, in connection with the enrolment in the database or between the Accepted Owner and Company, or Accepted Owner and Sponsor in connection with the Display to be installed and carried on Accepted Owner's Car.
1.5 Indemnity
The Company shall not be responsible to any finance company, hire purchase company or other person or organisation claiming possession of the Car either for the costs of removing the display or for any damage caused to the Car and the Owner hereby indemnifies the Company against damages, costs, claims, demands, or payments which the Company has to make to such persons.
2. Definitions:
2.1 "Form" means the Enrolment Form attached hereto or incorporated herein by reference.
2.2 "Owner" means the second party to this Agreement, that is, the persons or entities identified as such in the Form.
2.3 "Accepted Owner" means an Owner who is enrolled in the database and is accepted under a Sponsorship Programme.

2.4 "Car" is the motor vehicle described in the Form.
2.5 "Display" means a vinyl graphic advertising display affixed to Owner's Car.
2.6 "Wrap" means a vinyl graphic advertising display affixed to Owner's Car.
2.7 "Showing" is the period of time that a given Display is affixed to Car.
2.8 "Lien Holder" means any legal holder of a lien against the Car.
2.9 "Sponsor" is the Company client, such as a business or company, that controls the type of Display that is affixed to the Car.
2.10 "Monthly Rate" means the rate to be paid to Owner as determined by Company from the Sponsorship Programme and the Size.
2.11 "Sponsorship Programme" means the programme of Display and Showing as selected by the Sponsor and the Company. The Sponsorship Programme determines the coverage area to which Displays may be affixed to the Car (e.g. full or partial wrap), the amount of time that such Display may remain affixed to the Car (e.g., four 3-month intervals, and affects the Monthly Rate. The Sponsorship Programme applicable to any Accepted Owner under this Agreement may change from time to time during the term of this Agreement at the discretion of the Company.
2.12 "Size" means the size of the Car as determined by the Company for the purpose of determining the Monthly Rate and/or the size of the Display on the Car (i.e., coverage of the Display on the Car, such as a full or partial wrap on the Car).
2.13 "Term" means for purposes of enrolment in the database, five (5) years from the date Owner signs this Agreement or, for purposes of being an Accepted Owner, such term as the Company notifies to the owner.
2.14 "Writing" means any communication in written form, including e-mail.
2.15 "Installer" means the individual/s nominated by the Company to act on behalf of the Company.
3. Owner/Accepted Owner Representations.
Owner/Accepted Owner represents and warrants as follows:
3.1 All the information in the Form is true and correct.

3.2 Owner/Accepted Owner is the legally entitled to operate and use the Car to comply with all the terms of this Agreement, and has the irrevocable consent of all persons with any legal interest in the Company including, but not limited to, the owner, joint owner, or lessee of the Car and any Bank, Lender or Finance Company.

3.3 In the Form, Owner/Accepted Owner has identified all Lien Holders, Hire Purchase or Finance Companies, Banks or other Lenders who have any right, title or interest to/in the Car.
3.4 Owner/Accepted Owner has received no more than six (6) penalty points on their driving licence within the last three (3) years prior to the date of the Form and has no road traffic convictions pending. Owner agrees to notify Company of any such offences of which he is convicted after date of Form.
3.4.1 Owner/Accepted Owner certifies that to their knowledge there are no convictions pending which may prevent them from enrolment in the Programme or might, at a later date, prevent them from participation in a Showing. Owner agrees to notify the Company of any pending convictions after date of Form.

3.5 Owner/Accepted Owner has full authority to enter into this Agreement.
3.6 Owner/Accepted Owner represents that the information on the Form is accurate, particularly as to the mileage that Owner/Accepted Owner's Car is driven annually, and that Owner/Accepted Owner does not anticipate any change in that information during the Term of this Agreement. Company does not require that Owner/Accepted Owner change Owner/Accepted Owner's driving habits and does not require Owner to drive a particular number of miles. Owner/Accepted Owner understands that if Owner/Accepted Owner has made any misrepresentation on the Form or if Owner/Accepted Owner fails to notify Company of any change in the information on the Form, then Owner/Accepted Owner will have materially breached this Agreement and Company shall be entitled to terminate this Agreement forthwith and pursue all possible legal remedies against Owner/Accepted Owner.
3.7 Owner/Accepted Owner agrees to pay all taxes on all payments and benefits arising to the Owner/Accepted Owner under this agreement.

3.8 Owner/Accepted Owner will inform Company immediately of any change or alterations to Car or Car ownership.
4. Limited Refusal of Display.
For the purpose of the Sponsorship Programme, an Accepted Owner maintains the right to refuse Display or Sponsorship Programme knowing that they may removed from the database and excluded from further participation in the Programme.
5. Owner/Accepted Owner's Duties.
5.1 Installation and Removal of Displays.
5.1.1 On the date, time and location specified by the Company, Owner shall make vehicle available for installation of Wrap and GPS and removal of same to be carried out. Owner shall be responsible for agreeing date, time and place of collection of Car by the Company. The Company reserves the right to levy a deduction from the first months' payment if the Owner is not present on the date, time and place agreed.
5.1.2 Accepted Owner shall deliver Car to Installer in a clean condition.
5.2 Maintenance.
At all times during this Agreement, Accepted Owner shall, at Accepted Owner's own expense:
5.2.1 Car. Keep and maintain the Car in good working order.
5.2.2 Display. Keep and maintain the Display Car in a prominent position, in clean condition, and maintain the Display in the attractive condition as when initially installed. Accepted Owner shall wash Car at least once in any two-week period.
5.2.3 Notice. Accepted Owner shall immediately notify Company if the Display is soiled or defaced, and shall schedule and keep an appointment to have the Display repaired or replaced. Replacement or repair of the Display shall only be completed by Installers nominated by the Company.
5.2.4 Accident. In the event of an accident involving damage to the Car body or windows, Accepted Owner shall immediately notify Company and schedule an appointment with an inspector designated by Company ("Inspector") for an inspection. Company's duty to pay Accepted Owner shall be suspended from the time of the accident until the Car and the Display are repaired, or, until the Car is replaced and a new Display is installed.
5.2.5 Duty to pay. Company shall make payment to Accepted Owner pro rata as described in Section 7 of this Agreement, only for such time as the Display is affixed to the Car, and Car and the Display are properly maintained as set forth above.
5.2.6 GPS Unit. Company may place in Car a GPS or similar tracking device. Such tracking device is used for the purposes of Sponsorship Programme monitoring and remains the Company's property and must be returned to the Company on demand. Information retrieved will not be divulged to any other third parties other than the Company and Advertiser. Tracking devices must not be tampered with by the driver, breach of which shall entitle the Company to terminate this Agreement forthwith.
5.2.7 Replacement Car. If during the Term, Accepted Owner replaces Car with another Car for any reason, then Accepted Owner shall immediately inform Company and provide Company with the information set forth in the Form with regard to the replacement car. The replacement car will then become the Car for the purposes of this Agreement.
5.3 Right to Designate New Display.
At anytime during the Term of this Agreement, Company may designate new Displays to be installed on Accepted Owner's Car for a period of time up to and including the end of the Term. Owner shall comply with clause 5.1.1
5.4 Inspection.
Accepted Owner shall present Car to Inspector for inspection according to the inspection schedule to be received from Installer or Company at the time of installation and, at any time the Display is permanently soiled, defaced or otherwise damaged. Inspector, as Company's agent, will inspect the Car and the Display and note the date and the odometer reading. The odometer shall be noted for business purposes of the Company, such as verifying the information given on the Form and for market research by the Company.
5.5 Parking. To the extent reasonably feasible, at Work and at Home, Accepted Owner shall park the Car in a conspicuous location.
5.6 Insurance. Owner shall maintain minimum liability insurance as required by law. If required by owners' insurance company, owner shall notify his/her insurance company of this Agreement and the installation of the Display and GPS tracking device. Neither Company nor Advertiser shall have any responsibility for any change in Owner's insurance provisions caused by this Agreement.
5.7 Owner will act in a responsible manner and not do anything to put at risk the Company and/or the Advertiser.
6. Display
6.1 Display is Company Property. Display shall remain the property of Company.
6.2 Form is Material Term. Company does not require that Accepted Owner change Accepted Owner's driving habits and does not require Accepted Owner to drive a particular number of miles annually. Accepted Owner understands that the information given on the Form is important to Company and material to this Agreement. Accepted Owner shall immediately give Company Notice of any changes to the information requested in the Form, particularly any changes in home address and work address and number of miles driven annually.

7. Company's Duties:

7.1 Payment.
7.1.1 Upon installation the Company will give instructions for payment procedures.
7.1.2 The Company agrees to pay the Driver on fixed quarterly dates for showings on his/her vehicle during the first two months of the previuos quarter.
7.1.3 The Company reserves the right to withhold final payment until the Car has been made available to the Company and the Wrap and GPS have been removed by the Company's nominated operator.
7.2 Damage to Car.
7.2.1 At the conclusion of each 'showing' the Company shall remove the Display and restore only the parts of the car previously covered by the Display to the condition it was in at the time of installation (subject to fair wear and tear, and ageing). However, any damage to the Car resulting from installation, use or removal of the Display shall first be compensated pursuant to the warranty of the display manufacturer as provided at the time of installation.
7.2.2 Company reserves the right not to pay the Driver during such time that the Car is damaged and /or undergoing mechanical repairs. Payments will only recommence on receipt by the Company of satisfactory proof of completed repair.

7.3 Removal of display. The Owner shall not remove the Display. Accepted Owner's removal of Display will void all warranties and obligations of Company and the Display manufacturer.
8. Removal from Database. Company reserves the right to remove Owner/Accepted Owner from the database at any time and without notice.
9. Notices. All Notices required by or to be given pursuant to this Agreement shall be in writing and either personally served on the other party or delivered to the other party by mail or facsimile at their respective addresses as set forth above for Company and on the Form for Owner/Accepted Owner ("Notice"). Both parties shall immediately notify the other if either changes its address for notification purposes.
10. Opportunity for Legal Advice. Owner and/or Accepted Owner has had a legal advisor review this Agreement or has had the opportunity to consult with a legal advisor to review this Agreement.
12. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales.

13. Arbitration. Any dispute between the parties shall be referred to a single arbitrator in London nominated (failing agreement on nomination between the parties) by the President for the time being of the Law Society. The decision of the arbitrator shall be binding upon the parties and may be entered as a judgement in any court of competent jurisdiction.
14. Entire Agreement. This Agreement and the Driver's Contract - Promotion Specific, when signed, sets forth the entire agreement of the parties with regard to the subject matter hereof. No other representations, warranties or agreements (other than those in the Drivers Contract - Promotion Specific) have been made by either party to the other with respect to the subject matter hereof.
16. Severability. If any of the provisions of this Agreement are found by a court of competent jurisdiction to be invalid or unenforceable, they shall be considered severable and shall not invalidate or make unenforceable the remainder of this Agreement. This Agreement maybe amended only by a written agreement signed by both parties.

17. Limitation on Liability and Indemnity.
OWNER AND/OR ACCEPTED OWNER AGREE(S) TO INDEMNIFY, DEFEND AND HOLD HARMLESS COVERED UK LTD, ADSONCARS.COM, AND IT’S SUBSIDIARY COMPANIES AND THEIR OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES FROM ALL CLAIMS, LOSSES, LIABILITIES, DAMAGES, SUITS, CAUSES OF ACTION, JUDGEMENTS, COSTS, OR EXPENSES (INCLUDING COURT COSTS AND REASONABLE LEGAL FEES PAYABLE AS INCURRED) OF WHATEVER KIND OR NATURE ARISING FROM, RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, THE DISPLAY, THE SPONSORSHIP PROGRAMME OR ANY DAMAGE OR INJURY, OF WHATEVER KIND OR NATURE, ALLEGED TO BE SUFFERED OR SUFFERED BY THIRD PARTIES, INCLUDING BUT NOT LIMITED TO, ANY FINES, PENALTIES, COMPENSATORY OR PUNITIVE DAMAGES. IN THE EVENT THATANY CLAIM AGAINST THE COMPANY IS UPHELD, THE AMOUNT OF DAMAGES WHICH THE COMPANY SHALL BE LIABLE TO PAY SHALL IN NO CIRCUMSTANCES EXCEED THE SUM OF £500.