OGÓLNE WARUNKI UMOWY LICENCYJNEJ DLA KIEROWCY

GENERAL CONDITIONS OF THE LICENSE AGREEMENT FOR A DRIVER

These general conditions of the license agreement below set forth the main terms and conditions applying to and governing the use of the Software produced by Taxify.

1. DEFINITIONS

1.1. Taxify – a private limited company incorporated and registered under the laws of Republic of Estonia with registration code 12417834, registered office Altmetsa põik 1, Laiaküla, Viimsi rural municipality, Harju county, 74008 Republic of Estonia.

1.2. Software – software called Taxify produced by Taxify allowing the persons requiring taxi services to communicate their respective requests to the taxi service providers. The Software comprises of the Mobile Application Software and the Management Software.

1.3. Mobile Application Software or AP – software called Taxify produced by Taxify for mobile devices allowing taxi service providers and persons requiring taxi services to communicate with each other.

1.4. Management Software or MS – management software called Taxify produced by Taxify enabling the taxi service providers to monitor the usage of the AP.

1.5. Customer – a person requesting taxi service by using the Software.

1.6. Licensee – a natural person providing taxi service.

1.7. General Conditions – these general conditions of the license agreement provided by Taxify.

1.8. Agreement – an agreement between Taxify and the Licensee regarding the use of the Software comprising of these General Conditions and additional terms and conditions referred to herein or agreed in the future between Taxify and the Licensee.

1.9. License – the right to use the Software in accordance with the Agreement.

1.10. Website – Taxify’s website located at www.taxify.eu.

1.11. Price List – the price list of Taxify indicating the fees payable to Taxify by the Licensee located at the driver portal on Taxify’s website.

1.12. License Fee – fee payable by the Licensee to Taxify for using the Software.

1.13. Order Fee – part of the License Fee payable by the Licensee on each order submitted by the Customer to the Licensee or the Driver by using the Software.

1.14. Driver Fee – part of the License Fee payable by the Licensee as a monthly fixed fee.

2. ENTRY INTO THE AGREEMENT

2.1. Prior to downloading and using the Software the Licensee must sign up with Taxify by filling in the necessary information required by Taxify on the Website. Upon successful completion of the signing up Taxify will provide the Licensee with a personal account accessible with a password chosen by the Licensee. By clicking „I ACCEPT“ button located at the end of the General Conditions the Licensee confirms that:

2.1.1. it is according to law entitled to enter into the Agreement with Taxify;

2.1.2. it has carefully studied and fully understands the General Conditions, including all the obligations that arise to the Licensee as provided herein;

2.1.3. it agrees to be bound by and follow the terms and conditions as provided in this General Conditions and in the Agreement;

2.1.4. all the information presented to Taxify by the Licensee is accurate, correct and complete;

2.1.5. it will not authorize other persons to use the Licensees account nor transfer or assign it to any other person;

2.1.6. it will not use the Software for unauthorised or unlawful purposes and impair the proper operation of the Software;

2.1.7. it will not copy or distribute the Software or other Taxify content without the prior written permission from Taxify;

2.1.8. it fully complies with the laws and regulations applicable in the European Union at all times;

2.1.9. it fully agrees with the privacy policy of Taxify provided on the Website (http://www.taxify.eu/legal/).

2.2. The passwords obtained by the Licensee for using the Software are not to be revealed by the Licensee to any third persons.

3. SOFTWARE AND SUPPORT

3.1. The Software allows the Licensee to receive requests from the Customers interested in using taxi service provided by the Licensee, to which the Licensee can react to by using the Software. For avoidance of doubt Taxify does not guarantee the submission of requests by the Customers and can in no way be considered as a person acting on behalf or in the name of the Customer.

3.2. For additional information about the Software please refer to the Website.

3.3. Full and on time payment of the License Fee entitles the Licensee to receive support services from Taxify (on business days from 08:00 – 18:00 Estonian time). The support services commence on the date of entry into the Agreement and end together with the termination of the Agreement. Taxify has the right to stop providing the support services in case the Licensee is in delay with any of the payments for more than 5 (five) calendar days.

4. GRANT OF LICENSE

4.1. Taxify hereby grants the Licensee, subject to the provisions of the Agreement, a non-exclusive license to use the Software according to the terms referred to herein.

4.2. The Licensee shall pay Taxify a royalty pursuant to section 5 of the General Conditions.

4.3. The License is granted for non-limited period.

4.4. The License granted herein by the Licensee revokes automatically together with termination of the Agreement. After termination of the Agreement the Licensee must immediately stop using the Software and Taxify is entitled to block and delete the personal account of the Licensee without a prior notice.

4.5. All of the copyright and intellectual property rights of the Software, including software code and database thereof are owned by Taxify and protected by copyright and/or trade secret laws and international treaty provisions. The Licensee does not acquire any rights of ownership to the Software or any connected documentation.

5. LICENSE FEE

5.1. The Licensee pays Licence Fee to Taxify for the use of the Software in the amount specified in the Price List, with specified details to be sent to the Licensee upon registration to use the Software via email:

5.1.1. fee for each Customer’s order for taxi service accepted by the Licensee by using the AP (also marked as Order Fee) and

5.1.2. monthly fixed fee for using the Software (Driver Fee).

5.2. All the prices indicated in the Price List do not include the Value Added Tax (VAT in short). The Price List may change from time to time and Taxify shall notify the Licensee of any amendments therein at least 14 (fourteen) days in advance.

5.3. The Licensee shall pay the License Fee to Taxify for the previous month at latest on the 5th date of each month. Upon delay with payment of the Licensee Fee the Licensee shall pay penalty of late payment in the amount of 2 % (two percent) of the unpaid amount per day.

5.4. In case of payment by credit card the Licensee is not entitled to any refunds (this also applies when the Licensee has made a pre-payment for the License Fee and the Agreement is terminated).

6. PROVIDING THE TAXI SERVICE BY THE LICENSEE

6.1. The Licensee hereby guarantees that the Licensee provides the taxi service in accordance with the laws and regulations applicable in the territory where the Licensee is registered, including the Licensee has all the licenses, permits and other necessary documentation for providing the taxi service. The Licensee is fully liable for any of the violations by such laws and regulations.

6.2. The Licensee must provide the taxi service in a professional manner in accordance with the business ethics applicable to providing taxi service and endeavour to perform the Customer’s request in the best interest of the Customer.

7. LIABILITY

7.1. Taxify and/or any of its subsidiaries are not liable for any loss or damage that may arise to the Licensee under or in connection with the Agreement or by using or in connection with the Software, including but not limited to:

7.1.1. any direct or indirect monetary loss;

7.1.2. loss of profit or anticipated savings;

7.1.3. loss of business, contracts, contacts, goodwill, reputation and any loss that may arise from interruption of the business;

7.1.4. loss or inaccuracy of data; and

7.1.5. any other type of loss or damage.

7.2. Taxify and/or any of its subsidiaries are not liable for the actions or non-actions of the Customers using the Software and shall not be liable for any loss or damage that may occur to the Licensee as a result of actions or non-actions of the Customers.

7.3. Taxify is not liable for the proper functioning of the Software and any loss or damage that may occur to the Licensee as a result. Taxify is entitled to terminate the use of the Software by the Licensee should the Licensee use the Software with an incompatible or unauthorized device.

7.4. Taxify is not liable for any loss or damage that may arise to the Customers in connection with using the taxi service provided by the Licensee.

7.5. Non-performance of any of the Taxify’s obligations is excused if it is caused by force majeure. Force majeure are circumstances which are beyond the control of Taxify and which, at the time the Agreement was entered into, Taxify could not reasonably have been expected to take into account, avoid or overcome the impediment or the consequences thereof which Taxify could not reasonably have been expected to overcome.

7.6. The Licensee is fully liable for breach of the Agreement and/or any other applicable laws or regulations and shall stop and remedy such breach immediately after receipt of a respective demand from Taxify or any state or other authority.

7.7 The Licensee is fully liable for any direct and/or indirect loss and/or damage that Taxify and/or any of its subsidiaries may occur in connection with breach of the Agreement and/or using the Software and/or providing the taxi service by the Licensee. Should any such loss or damage be caused to Taxify, then the Licensee shall compensate such damage to Taxify in full within 7 (seven) days as of receipt of the respective request by the Licensee.

7.8. The Licensee is fully liable for any direct or indirect loss and/or damage that may arise to the Customer or any third person using the taxi service provided by the Licensee. Should any of the Customers present any claims against Taxify in connection with the taxi service provided by the Licensee, then the Licensee shall compensate such damage to Taxify in full within 7 (seven) days as of receipt of the respective request by the Licensee.

7.9. In case Taxify is entitled to present any claims against the Licensee then the Licensee shall also compensate to Taxify all the cost for legal services related to establishment of the damage and submission of claims relating to compensation for the damage.

8. PROCESSING OF PERSONAL DATA

8.1. Taxify collects personal data such as names, addresses, telephone numbers, e-mail addresses and location based information only with the permission of the data subject and only for the purpose necessary to enable the intended functioning of the Software and the communication.

8.2. The Licensee shall process the personal data only in accordance with the privacy policy of Taxify available at the Website (http://www.taxify.eu/legal/).

8.3. The Licensee shall not process the personal data of the Customers without the permission of Taxify. The Licensee shall not collect, record, store, grant access, use or cross-use the personal data provided by the Customers or made accessible by the Software.

8.4. Taxify is the chief processor which processes personal data of the Customers and the Licensee. The Licensee is an authorised processor which processes personal data at the request of Taxify. The procedure, manner of and conditions for processing personal data are provided at the Website (http://www.taxify.eu/legal/).

9. TERM AND TERMINATION

9.1. The Agreement enters into force as of clicking „I ACCEPT“ button located at the end of these General Conditions by the Licensee.

9.2. The Licensee may terminate the Agreement at any time by notifying Taxify at least 7 (seven) calendar days in advance.

9.3. Taxify may terminate the Agreement at any time by notifying the Licensee at least 3 (three) calendar days in advance.

9.4. Taxify is entitled to immediately terminate the Agreement without giving any advance notice in case of breach of the Agreement and/or any applicable laws or regulations by the Licensee.

9.5. Taxify is aiming to provide the highest quality service to all customers and is monitoring the activity of drivers on the system. If the Licensee fails to meet the minimal service requirements Taxify is entitled to immediately terminate the Agreement without giving any advance notice.

10. AMENDMENTS

Taxify may amend the General Conditions at any time by posting a revised version if it on the Website (http://taxify.eu/legal/‎). The effective date of the General Conditions shall be indicated at the end of the General Conditions.

11. APPLICABLE LAW AND COURT JURISDICTION

11.1. The Agreement shall be governed by, and construed and enforced in accordance with the laws of Republic of Estonia, without regard to conflict of law principles or the United Nations Convention on the International Sale of Goods.

11.2. Any dispute that may arise in connection with this Agreement, whether with respect to its existence, validity, interpretation, performance, breach, termination or otherwise, shall be settled by way of negotiations. If the respective dispute resulting from this Agreement could not be settled by the negotiations, then the dispute will be finally solved in Harju County Court Kentmanni court house in Tallinn, Republic of Estonia.

12. CONTACT INFORMATION

12.1. The Licensee is obligated to immediately notify Taxify of any changes of the Licensee’s contact information and the Licensee guarantees to keep the contact information accurate and up to date.

12.2. The contact information of Taxify is available at the Website.

13. FINAL PROVISIONS

13.1. If any provision of the Agreement is held to be unenforceable, the parties shall substitute for the affected provision an enforceable provision that approximates the intent and economic effect of the affected provision. The failure or delay by either party to enforce any term of the Agreement shall not be deemed a waiver of such term.

13.2. The Licensee may not assign the Agreement or any of its rights or obligations there under, if not provided otherwise by the Agreement.

13.3. Any notice required to be given under this Agreement shall be sufficiently given if: (i) delivered personally, (ii) sent by courier with proof of delivery, (iii) sent by registered mail or (iv) sent by e-mail with reception acknowledge. Any notice which is sent or despatched in accordance with this clause 13.3 shall be deemed to have been received: (i) if delivered personally, at the time of delivery to the party; (ii) if delivered by courier, on the date stated by the courier as being the date on which the envelope containing the notice was delivered to the party; (iii) if sent by registered mail, on the 10th day after handing the document over to the post office for delivery to the party; and (iv) if sent by e-mail, on the day the party receiving the e-mail confirms receiving the respective e-mail or on the 2nd calendar day following the dispatch of the e-mail provided that the sender has not received an error notice (notifying that the e-mail was not delivered to the party) and has sent the e-mail again on the next calendar day and has not received a similar error notice.

Version 1 of the General Conditions for a DRIVER, date of entry into force: 01.04.2014.

Taxify OÜ