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Docusign Envelope ID:B6CADOAA-8B3E-86E2-8389-B0B6F8D03C26
<br /> contractors,subcontractors, invitees,or licensees, unless such injury, death,or damage is caused by
<br /> the negligence of the Indemnified Party. Such indemnity shall survive any termination of this
<br /> Agreement.
<br /> Reseller agrees to defend, indemnify, and hold harmless the FlixBus Parties from any and all losses,
<br /> claims, demands, actions, costs, and expenses arising from any claim that Reseller, or any of its
<br /> employees,contractors,subcontractors,or representatives,is an employee of any FlixBus Party.
<br /> FlixBus agrees to defend,indemnify,and hold harmless Reseller and its affiliates,subsidiaries,officers,
<br /> directors,shareholders,employees,successors,and assigns from any and all losses,claims,demands,
<br /> actions,costs, and expenses arising from any claim that FlixBus,or any of its employees,contractors,
<br /> subcontractors,or representatives,is an employee of Reseller.
<br /> The indemnification obligations set forth in this Section are subject to the following conditions:
<br /> • The Indemnified Party shall provide prompt written notice to the Indemnifying Party of any claim
<br /> for which indemnification is sought,provided that failure to provide timely notice shall not relieve
<br /> the Indemnifying Party of its obligations except to the extent the Indemnifying Party is materially
<br /> prejudiced by such failure;
<br /> • The Indemnifying Party shall have the right to assume sole control of the defense of such claim,
<br /> with counsel reasonably acceptable to the Indemnified Party;
<br /> • The Indemnified Party shall reasonably cooperate with the Indemnifying Party in the defense of
<br /> such claim at the Indemnifying Party's expense;and
<br /> • Neither party shall settle any claim that imposes liability,obligation, or restriction on the other
<br /> Party without the prior written consent of that Party,which consent shall not be unreasonably
<br /> withheld.
<br /> 12.Independent Contractor Status
<br /> The Reseller is an independent contractor and neither the Reseller nor its employees,representatives,
<br /> contractors, or Sub-Resellers are, or will be deemed Flix employees. The Parties agree that this
<br /> Agreement creates an independent contractor relationship,not an employment relationship.As such,
<br /> neither the Reseller nor Flix will have the right to direct or control the day-to-day work or the terms and
<br /> conditions of employment of the other Party's employees.Neither Party is,nor shall claim to be,a legal
<br /> agent, representative, partner,or employee of the other and neither shall have the right or authority
<br /> to contract in the name of the other,nor shall it assume or create any obligations,debts,accounts,or
<br /> liabilities for the other.
<br /> 13. Serving Customers with Disabilities. Reseller represents and warrants that the Location and
<br /> Reseller's services under this Agreement will be operated and performed in compliance with all applicable
<br /> laws related to servicing visitors,customers,and passengers with disabilities,including the Americans with
<br /> Disabilities Act("ADA"),as well as applicable state disability and accessibility laws and regulations. Without
<br /> limiting the foregoing,Reseller agrees to provide such assistance or accommodations to such individuals as
<br /> required by law or regulation and to provide appropriate training to Reseller's staff to train them to
<br /> proficiency about serving customers with disabilities in accordance with such regulations. Reseller shall
<br /> provide the applicable services in Exhibit A for servicing such individuals and any other services required by
<br /> law.
<br /> 14. Non-discrimination. Reseller is committed to and will ensure that no person on the basis of race,
<br /> color,national origin,disability,or any other protected characteristic will be excluded from participation or
<br /> subjected to discrimination in the level and quality of services or related benefits provided by Reseller, its
<br /> employees, affiliates, and contractors. Reseller must post a public Title VI Notice to Beneficiaries in
<br /> compliance with Circular FTA C 4702.1B, Appendix B. The notice must be displayed in public areas at the
<br /> Location in areas available to the public. The notice must also be translated into Spanish and into other
<br /> languages as needed or as directed by Flix.
<br /> V.11.1 April2026 Page 7 of 12
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