Drivioo Service License Agreement

 

1. GENERAL

 

1.1. Drivioo, Lda, a company registered at Rua de Guilhafonse nº130 – 4610-689 Felgueiras Porto, (hereinafter referred to as the "Licensor"), using Drivioo as its brand, offers the use of the services available at https://www.drivioo.com/ and all third-level subdomains (hereinafter referred to as the "Site") and described in section 3 of this document (hereinafter referred to as the "Service") to a Carrier (as defined below, hereinafter also referred to as the "Licensee") under the terms and conditions described herein. The provisions of this agreement apply to the relationships arising if the Service is used in Europe. This agreement (hereinafter referred to as the "Agreement") will come into effect and become legally binding on the Parties as set forth in section 2 of this document.

1.2. This edition of the Agreement comes into effect on May 15, 2024, and remains in effect until the next edition is adopted.

1.3. By completing the activities set forth in section 2 of this document to gain access to the Service, the Licensee will be deemed to have accepted the terms of this Agreement without any reservations, exceptions, or limitations not contained herein. If the Licensee disagrees with any provision of this Agreement, the Licensee will not use the Service.

1.4. The Licensor reserves the right to alter or modify this Agreement at any time at its sole discretion and without prior notice. A new version of this Agreement will become effective when published on the Site. By continuing to use the Service, the Licensee confirms the acceptance of the revised Agreement by the Licensee. The Licensor encourages the Licensee to review the Agreement frequently to ensure that the Licensee understands the terms and conditions that apply when using the Service. If the Licensee does not agree with the revised Agreement, the Licensee may not use the Service.

1.5. Any time periods specified in this Agreement will be determined by the time zone UTC + 0, unless expressly stated otherwise in this document. The start and end of any calendar dates specified in this Agreement, including the start and conclusion of any period, are determined by the beginning and end of the respective 24-hour period in the time zone UTC + 0.
1.6. In this Agreement, the following terms shall have the following meanings:

"Acceptance" means acceptance by a User of an Offer sent by the Licensee to the User through the use of the Service;

"Application" means a document filled out on the Site by the Licensee in the process of concluding the Agreement;

"Billing Period" means the period within which the amount to be transferred is accumulated based on the total cost of Transfers actually completed by the Licensee;

"Carrier" means a legal entity, an individual entrepreneur, or an individual whose primary business activities are in transportation services;

"Drivioo Service Database" means the database organized on the Site and the mobile application "Drivioo," which is part of the Service;

"License Fee" means the amount payable by the Licensee to the Licensor for the use of the Service;

"Licensee" means a Carrier or Tourist Entertainment Company that has entered into this Agreement with the Licensor;

"Licensor" has the meaning given to it in clause 1.1 of this document;

"No Show Event" is a situation in which a User and the Licensee have entered into a Transportation Agreement, but the User did not show up at an agreed location for the transfer or tour at the agreed time nor within 15 minutes after the departure time (30 minutes if the agreed location for the start of the transfer or Tour is a train station; 60 minutes if the agreed location for the start of the Transfer is an airport, seaport terminal; 5 minutes – regardless of the agreed pick-up location for an Urgent Transfer), as well as in the case where the User has brought for transfer or tour Special Cargo the transport of which has not been agreed upon or any cargo prohibited from being transported;

"Offer" means an offer by the Licensee to complete a transfer or tour in accordance with the Request, indicating certain terms, which is sent by the Licensee in response to the User's Request through the use of the Service;

"Parties" means collectively the Licensor and the Licensee;

"Payment Period" means the period during which the Licensor transfers to the Licensee the total cost of the services performed by the Licensee during the selected Billing Period;

"Personal Account" means a closed section of the Service accessible only by its owner (Licensee) and containing information about the Licensee, service user settings, history of transfers or tours conducted using the Service, information about Requests, etc. The Personal Account is also used for communication between the Licensor and the Licensee;

"Request" means a User's request sent using the Service to find a Carrier for a specific Transfer;

"Service" means the Licensor's software that distributes information about User Requests received to Operators and allows Operators to send Offers to Users and for Users to accept such Offers;

"Site" has the meaning given to it in clause 1.1 of this document;

"Transfer Price" is the price to be paid for a specific transfer or tour conducted based on the service contract;

"Transfer Start" is the start of the vehicle's movement to the agreed starting point of the transfer or tour when the Carrier has set the status "Going to the client" in the Service for a specific Transfer;

"Transfer" is a single private (unscheduled) passenger transport service or small cargo delivery service or tours to be performed by the Licensee that can be described by a minimum set of specific terms: the pick-up time, the locations where the service starts and ends, and the service price;

"Transportation Agreement" has the meaning given to it in clause 3.2 of this document;

"User" means a person interested in private passenger transport services or small cargo delivery services or tours provided by the Licensee, who has made a Request through the Service;

"Urgent Transfer" means the Transfer for which the period between the User's Request and the actual start time of the Transfer is less than 30 minutes.

2. PROCEDURE FOR CONCLUDING THE CONTRACT AND GRANTING ACCESS TO THE DRIVIOO SERVICE DATABASE

 

2.1. The Agreement will come into effect and the Licensee will gain access to the Drivioo Service Database upon completion of the following steps:

(A) The Licensee must complete the registration and authorization process on the Site as a Carrier interested in the Service, for which the Licensee fills out a special form on the Site, including the Licensee’s name (for individual entrepreneurs) or abbreviated name (for legal entities), contact phone number, and email address to which the Licensee will receive all necessary notices, vehicle location, country of residence (determined by the registration address), and type of business, and confirms the Licensee’s acceptance of the terms of this License Agreement.

(B) The Licensee’s application submitted in accordance with paragraph 2.1(A) is considered an irrevocable offer sent by the Licensee for the conclusion of the Agreement.

(C) To gain access to the Personal Account, the Licensee must be authorized on the Site in the "Login" section, using the email address or phone number and password used for the Licensee’s identification.

(D) After logging into the Personal Account, the Licensee must fill out the Registration Data section specifying the full registration address, full name (also for the sole proprietor), registration document data, necessary payment details (according to the selected payment method), and other information. To change the short and full name, contact phone number, and/or email address in the Personal Account, the Licensee notifies the Licensor at infro@drivioo.com.

(E) In the Personal Account, the Licensee will provide details of the state registration (Certificate of Registration) and licenses for passenger transportation services (Passenger Transportation License or tourist agent license or travel agent license) and/or small cargo delivery, and attach PDF or JPEG files containing high-quality scanned documents.

(F) The Licensor reviews the documents and information provided and may accept the Licensee’s offer, upon which the Agreement will be considered concluded. The Licensor’s acceptance can be made by simply admitting the Licensee to the Service and the Drivioo Service Database as a Carrier.

3. DESCRIPTION OF SERVICES

 

3.1. The Service consists of data storage, informational, technological, and financial interaction between Users and the Licensee, as described below. When using the Service through a mobile application, the Licensee must ensure that it is updated to the latest version to utilize the Service's capabilities fully and without discrepancies.

3.2. Through the Service, the Licensee will have access to User Requests. If the Licensee agrees to perform the Transfer whose details are specified in a specific Request, the Licensee will send the relevant User an Offer through the Service. If the User agrees to the received Offer, they will send an Acceptance to the Licensee using the Service. Once the Licensee receives the User’s Acceptance, the transportation contract (hereinafter referred to as the "Transportation Agreement") will be considered concluded between the User and the Licensee. The terms and conditions for canceling the Transfer at the User's initiative will be determined by the Licensee when specifying the terms of the Transportation Agreement (the cancellation terms specified in the Service by default can be changed by the Licensee by sending a request to infro@drivioo.com).

3.3. The Transfer Price for a specific Transfer offered by the Licensee to the User and accepted by the User through the Service will be considered to include all and any expenses of the Licensee related to the Transfer, including parking fees, toll roads, etc. The Licensee’s Offer may include special rates for waiting time exceeding the limits specified in the clause "No Show Event" or for additional driving time for time-limited Transfers and, if additional waiting or driving time arises, these additional costs will be calculated based on the actual time spent and the rates specified in the Carrier’s Offer.

3.4. The User transfers the full or partial prepayment of the Transfer Price to the Licensor, and the Licensor will transfer the payment received from the User to the Licensee, reduced by the License Fee. The amount of the License Fee and the payment transfer period are determined in accordance with section 5 of this Agreement.

3.5. The Licensee must submit any claims related to the provision of transportation services under the Transportation Agreement directly to the Users and resolve disputes with any User independently, without involving the Licensor.

3.6. The Licensee acknowledges and agrees that:

(A) The Licensee’s ability to offer transportation services through the use of the Service does not establish the Licensor as the purchaser of transportation services or as the purchaser's agent. When the Licensee agrees with the User on a specific Transfer and its terms, including the Transfer Price, the Licensee will enter into a Transportation Agreement with the User, but not with the Licensor.

(B) Due to the nature of the Service provided under this Agreement, the Licensor's responsibility is limited to accurately transmitting information between the User and the Licensee, as well as transferring the prepayment or full payment of a specific Transfer received from the User to the Licensee and preparing accounting and closing documents for Users on behalf of the Licensee. The Licensor is not responsible for the credibility of the information passed on, nor for the due and good faith performance of obligations by the User within any contracts between the Licensee and the User. The Licensor is not liable for any losses, including loss of profits and physical damages of any kind determined by the use of the Service.

(C) The Service, the software used to provide the Service, and other content on the Site through which the Service is available (including, but not limited to, the "Epic Transport Engine," the Drivioo logo, and other logos and trademarks) are protected by the intellectual property rights of the Licensor or third parties. The Licensee receives a limited, non-exclusive, non-sublicensable, revocable, and non-transferable license to: (i) access and use the respective intellectual property exclusively in connection with the Licensee’s use of the Service; and (ii) access and use any related content, information, and materials that may be made available through the Service, in each case exclusively for the Licensee’s commercial use. Any rights not expressly granted herein are reserved by the Licensor.

(D) There may be certain technical limitations and restrictions in the Service, which may lead to Service inaccessibility or delays in communication transmission at certain times due to reasons beyond the Licensor's control.

(E) The Licensor is entitled to verify the documents submitted by the Licensee for the Personal Account (to the extent that the actual content of such documents relates to the declared; the verification will be based on publicly available data), to gather statistics on the fulfillment of Offers accepted by the Licensee and/or No Show Events, to compile rankings based on the aforementioned statistics and/or User ratings and reviews, and to display the results of such rankings on the Site available to Users.

(F) The Licensor sets the Service's marketing policy at its discretion. For the Service's development purposes, the Licensor may carry out any activity to promote the Licensee’s services and the Service as a whole, to attract new and/or increase the loyalty of already registered Users and, for this purpose, conduct marketing or advertising campaigns, including participation in loyalty programs, provide special conditions for purchasing Transfers to Users, display third-party offers or advertisements on the Service, etc. Any activity aimed at the Service's development will be carried out by the Licensor at its own expense and using its own resources, until the Parties directly agree otherwise.

(G) The Licensee enters into this Agreement at their own risk and that the Service and any information provided to the Licensee are provided "as is" and "as available."

(H) The relationship between the Licensee and the Licensor is exclusively governed by the Agreement contained herein. Nothing shall be presumed to indicate that the Licensor and the Licensee have entered into or agreed to enter into any other agreement or have any rights and obligations towards each other within any other agreement.

 

4. OBJECT OF THE CONTRACT

 

Under this Contract, the Licensor grants the Licensee a limited, non-exclusive, non-sublicensable, revocable, and non-transferable license to use the Service, and the Licensee is obliged to pay the Licensor the License Fee in accordance with the terms of this Contract.

5. LICENSE FEE AND PAYMENT PROCEDURES

 

5.1. For the right to use the Service, the Licensee undertakes to pay the License Fee, which is determined based on the total amount of all Transfer Prices charged by the Licensee to Users with whom the Licensee has concluded Transportation Contracts in the last 12 months. However, the following table only comes into effect starting January 2025; until that date, the fee will be 20% for all our Licensees. The Licensee's rating, in the following order:

Classification | Total cost of completed transfers** | License fee

--- | --- | ---

less than €100.00 | 20% | -

€100.00 - less than €200.00 | 23% | 22% | 21% | 20%

€200.00 - less than €350.00 | 25% | 25% | 25% | 25%

€350.00 and more | 25% | 25% | 25% | 25%

Unrated (new operators) | 25% | 25% | 25% | 25%

The Licensee's rating must be calculated on the last date of the billing period based on information about the last 33 ratings given to the Licensee as a result of a Transfer and information about the non-completion of a Transfer; the calculation can only be made if the Licensee has received ratings for at least 1 to 5 Transfers (the minimum required number of Transfers will be inversely proportional to the average rating received for such Transfers). The User, within four months after the completion of the Transfer, is entitled to rate the Licensee, depending on the quality of the Transfer, by giving the Service a number of stars from one to five; five stars give the highest rating. If the Transfer did not occur due to the absence of the Licensee at the starting location of the Transfer at the agreed time, and such information was provided by the User, the Licensee may receive five grades with the number of stars equal to zero (two grades with the number of stars equal to zero, if it is the first violation by the Carrier), if within 5 days after the date of the Transfer, confirmation of presence at the starting location of the Transfer at the agreed time (the confirmations specified in clause 6.2 will be considered appropriate) is not submitted. Elevating and maintaining a high level of the Licensee's rating improves the reputation of the Service as a whole and increases the Licensor's interest in cooperation.

To be recalculated from the beginning of each calendar month for the previous 12 months at the Euro exchange rate for the currency indicated in the Offer on the date of the Transfer.

Calculated as a percentage of the Transfer Price and additional costs specified in clause 3.3 of this document.

The changes provided in this clause will be applied to the calculation of the License Fee for Transfers.

5.1.1. For Urgent Transfers, Transfers for 9 passengers and more, and small cargo delivery services, the rates for the License Fee specified in clause 5.1 above will not apply. The License Fee rate for Urgent Transfers will be 20%, for Transfers for 9 passengers and more 20%, and for small cargo delivery services 20%. The changes provided in this clause will be applied regardless of the Licensee's rating and the billing period chosen by the Licensee. The aforementioned changes will be applied to the calculation of the License Fee for Urgent Transfers.

5.2. The License Fee will be accrued at the moment when the Licensee and the User conclude the Transportation Contract (and will be recalculated upon the completion of the Transfer if the Offer for such a Transfer contains the rates for additional costs) at the rate calculated according to the procedure established in clauses 5.1 and 5.1.1 above, from the date the Offer was sent by the Licensee. The License Fee will be withheld by the Licensor from the amount transferred to the Licensor by the User in payment of the Transfer costs, and if the Transfer Price is paid by the User in physical cash, the Licensor may, at its own discretion, invoice the Licensee the License Fee for such a Transfer or withhold the License Fee for such a Transfer from the amounts due to the Licensee in relation to the completion of other Transfers or tours. The calculation of the License Fee amount is adjusted in the manner specified in clause 5.3 below, from the date of the end of the Billing Period prior to the date of transfer of the Transfer costs to the Licensee. The invoices for the License Fee for Transfers paid in physical cash will be sent to the Licensee monthly, at the end of each calendar month in which such Transfer occurred, and will be paid within 5 business days from the date of issuance.

5.3. The Billing Period will be seven days with a Payment Period of 3 business days after the end of the Billing Period. The minimum amount to be paid is determined based on the payment system chosen by the Licensee (payment to a bank account or an account with the payment service provider), taking into account the requirements of the payment service provider and/or the managing bank. Information about the Billing Period, the Payment Period, and the License Fee rate is contained in the "Payment Details" section of the Personal Account.

5.4. The Billing Period for calculating the cost of Transfers may be changed within the limits specified below, subject to a simultaneous change in the Payment Period and the License Fee rate, determined according to clauses 5.1 and 5.1.1:

Billing Period | License Fee rate changes as stipulated here will not apply to the rates provided in clause 5.1.1 above, regardless of the Billing Period chosen by the Licensee. | Payment Deadline

--- | --- | ---

3 days (Amounts payable are calculated on the 1st, 4th, 7th, 10th, 13th, 16th, 19th, 22nd, 25th, 28th of each calendar month) | plus 3.5% | 3 business days after the end of the Billing Period

7 days (Amounts payable are calculated on the 1st, 8th, 15th, 22nd, 29th of each month) | plus 2.5% | 5 business days after the end of the Billing Period

To change the Billing Period, the Licensee must choose a new Billing Period in the "Payment Details" section of the Personal Account. The Billing Period will be changed effective from the next after the end of the billing date of the current Billing Period to the new Billing Period. The cost of Transfers completed by the Carrier during the incomplete Billing Period will be calculated and transferred simultaneously with the payment of the first Billing Period after the changes are approved at the License Fee rate corresponding to the new Billing Period.

5.5. Unless otherwise provided in this Contract:

(A) all payments made by the Licensor under this Contract will be made gross, free of any right of set-off or counterclaim, and without any deduction or withholding of any kind other than any deductions or withholdings required by law; if the Licensor makes a deduction or withholding required by law from any payment, the amount due will be increased to the extent necessary to ensure that, after making any deduction or withholding, the Licensee receives an amount equal to the amount it would have received if no deduction or withholding had been made;

(B) all payments made by the Licensor will be deemed to include all taxes that may be payable by the Licensee in connection with the payment, and the payment of such taxes is the sole responsibility of the Licensee. The Licensor has the right to deduct or withhold any taxes, fees, or other payments necessary when making any payment to the Licensee only in cases where such deduction or withholding is required by applicable law;

(C) if the Licensee has provided incomplete or inaccurate payment details (including failure to provide or incomplete provision of bank or payment system details, beneficiary data, discrepancy between the Licensee's and beneficiary's data) or after processing the payment, the bank or payment system refused the payment to the Licensee, the transfer of funds that were not transferred for the above reasons will be made in the next payment period after the Licensee makes the necessary changes to the payment details or their additions.

5.6. If the User cancels the Transfer, the Licensor transfers to the Licensee the amounts received from Users as the Transfer Price in the following order:

(A) 50% of the Transfer Price if the Transfer is canceled at the start of the Transfer;

(B) 30% of the Transfer Price if the Transfer is canceled before the start of the Transfer; and no other License Fee is accrued on this Transfer.

5.6.1. If the Transfer is canceled by the User within 2 hours after receiving the Acceptance by the Carrier, but no less than 48 hours or more before the agreed start time of the Transfer, the User will receive a full refund of the Transfer Price, and no amount will be transferred to the Licensee under this document. If the Transfer cancellation is made within 2 hours after receiving the Acceptance by the Carrier, but less than 48 hours before the agreed start time of the Transfer, the provisions of clause 5.6 above will apply.

5.7. The additional costs specified in clause 3.3 of this document will be debited at the Licensor's request from the User's account without additional authorization, according to the rules of the Licensor's payment service provider. The amount due for these costs will be calculated as specified in clause 3.3 at the end of the Transfer, and the moment of payment authorization will be the User's Acceptance for the relevant Transfer.

 

6. NO SHOW EVENT

 

6.1. In the event of a No Show Event, the Licensee must immediately notify the Licensor and take steps to document the occurrence of a No Show Event through documents, audio or video files, or other means of confirming the occurrence. Considering the resolution of potential User claims, the Licensor advises the Licensee to securely retain evidence of No Show Events and/or any specific circumstances of the Transfer for at least four (4) months from the date of the Transfer.

6.2. The ways in which a No Show Event can be recorded include (but are not limited to): 

(A) photographs with Google Maps location, date and time stamps, and the car's identification plate (if agreed with the User), taken at the start and end of the waiting period;

(B) video;

(C) message records (including phone or computer screenshots);

(D) parking receipts and other documents proving the Licensee's presence at the agreed transfer location during a specific period.

6.3. In the event of a No Show Event, the Licensor transfers 50% of the funds received as payment of the Transfer Price to the Licensee, and no other License Fee is accrued on this Transfer.

 

7. REPRESENTATIONS AND WARRANTIES OF THE LICENSEE

 

7.1. The Licensee represents and warrants at all times while using the Service that:

(A) The Licensee has legal capacity under the laws of all applicable jurisdictions and agrees to this Contract voluntarily, and in particular that:

(i) The Licensee has full power, authority, and capacity to fulfill this Contract and its obligations hereunder;

(ii) The Licensee enters into this Contract voluntarily and based on their own independent judgment and the advice of independent advisors as the Licensee has deemed necessary; and

(iii) If the Licensee is entering this Contract as a corporation, it is a corporation duly incorporated, validly existing, in good standing under the laws of its place of incorporation;

(B) The Licensee's compliance with this Contract is lawful and its obligations under this Contract are legally binding and valid, and in particular that:

(i) The Licensee enters this Contract with the intent to faithfully fulfill all obligations assumed in relation to the Licensor and/or Users, and the Licensee does not intend to evade such obligations and/or engage in fraudulent or illegal activities during the execution of the Contract;

(ii) Its entry into, exercise of its rights, and performance of its obligations under and conduct of all transactions contemplated by this Contract will not violate any legally binding restriction on the Licensee;

(iii) It is not a resident or tax resident of, is not domiciled in, and does not have any relevant connection with any jurisdiction in which the entry into or performance of the Licensee's obligations under this Contract is illegal or materially restricted;

(iv) It is not a resident or tax resident of, is not domiciled in, and does not have any relevant connection with any of the regions subject to restrictions as set forth in section 14 of these regulations;

(v) It has obtained any necessary corporate authorization required for full compliance with this Contract and these remain in full force and effect;

(vi) It possesses all necessary authorizations and licenses for the transportation of passengers and baggage and delivery of small cargoes, assuming all risks associated with the absence of such documents;

(vii) It has obtained all consents, approvals, orders, or authorizations, or registrations, qualifications, designations, declarations, or filings with any federal, state, or local governmental authority or semi-governmental entity necessary for the full compliance with this Contract; and

(viii) It is not bankrupt or insolvent (as applicable) and the entry into and performance of its obligations under this Contract will not result in its bankruptcy or insolvency (as applicable);

(C) The Licensee has carefully and thoroughly read and understood this Contract;

(D) The Licensee is and has always been in compliance with this Contract;

(E) In entering into this Contract, the Licensee has not relied on any representation, warranty, statement, commitment, or conduct of any kind not expressly set out in this Contract;

(F) All information provided by the Licensee (including during the registration process and authorization for the conclusion of the Contract and obtaining access to the Service) is true, complete, valid, and not misleading in any respect, and acknowledges and agrees that the Licensor enters into this Contract with it based on the representations and warranties set out in this clause;

(G) In carrying out a Transfer, from the time of departure for each specific location of the start of the Transfer and until the passengers exit the car, the Licensee intends to use the mobile application provided by the Service, for the purposes of tracking drivers' locations and indicating the activity status of each Transfer;

(H) The Licensee is not a sanctioned person under EU regulations following Russia's military aggression against Ukraine,

(ii) Is not involved in any negotiations or transactions with or for the benefit of any sanctioned person, and does not intend to use the Drivioo service for the benefit of any sanctioned person or for the purpose of evading sanctions,

(iii) Agrees that all information provided during the use of the Drivioo Service, including personal data and technical information, may be verified for sanctions compliance purposes.

 

8. CONTINUING OBLIGATIONS OF THE LICENSEE

 

8.1. The Licensee shall:

(A) Regularly monitor and review (at least daily) any announcements related to the Service and changes to this Contract available on the Site;

(B) Use the Service only for the purposes and in the manner expressly permitted by this Contract;

(C) Notify the Licensor immediately if any of the representations and warranties made under this Contract become false, incomplete, invalid, or misleading in any respect;

(D) Not engage in any activity that interferes with or disrupts the Service in any way;

(E) Be fully responsible for maintaining the confidentiality, security, integrity, and control of the information necessary to access its Personal Account (including the password) at all times and store such information, ensuring its confidentiality, security, absence of any distortion, and proper control over its storage;

(F) Not reproduce, modify, use for compilation for distribution, prepare derivative works based on, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, broadcast, or exploit the Service except as expressly permitted by the Licensor;

(G) Not modify, reverse engineer, decompile, decode, restore the source code of the Service or any part of it except as permitted by applicable law;

(H) Not link to, mirror, or frame any part of the Service;

(I) Not cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise mining data from any part of the Service or unduly burdening or hindering the operation and/or functionality of any aspect of the Service;

(J) Not attempt to gain unauthorized access to or impair any aspect of the Service or its related systems or networks;

(K) Not use or reference in any way the names, logos, product and service names, trademarks, or service marks of the Licensor without the prior consent of the Licensor, unless permitted by the Licensor;

(L) Not infringe on the intellectual property rights of the Licensor related to the Service, the software, and any other content on the Site through which the Licensee accesses the Service;

(M) Comply with all applicable laws and regulations (including transportation laws and rules when transporting passengers and baggage, tax laws, and regulations) in such a way that, to the best of its knowledge and belief, results in compliance by it and the Licensor in any jurisdiction where it directly or indirectly uses the Service;

(N) If the information or documents provided by the Licensee to the Licensor become incorrect, incomplete, or outdated, the Licensee must immediately notify the Licensor about this by updating the information or documents contained in the Personal Account or otherwise;

(O) Promptly provide such evidence of its compliance with this Contract as the Licensor may reasonably require at any time;

(P) In case of any complaints to the Licensor regarding the Service, submit them within 5 (five) business days from the time of their discovery;

(Q) Provide the Licensor with comments and explanations related to the Licensee's compliance with the obligations set out in this Contract within 5 (five) business days after receiving the relevant request from the Licensor;

(R) Perform the transportation independently, without involving third parties;

(S) Perform the transportation in strict compliance with the terms of the Transportation Contract agreed with the User;

(T) In case of partial prepayment of the Transfer Price by a User, not require and not accept any payment from the User as full payment before the end of the Transfer;

(U) Wait for the User for at least 60 minutes from the boarding time at airports, passenger sea or river terminals, 30 minutes at train stations, 15 minutes at other locations, and 5 minutes for urgent transfers;

(V) Perform the Transfer under any circumstances except in a confirmed case of force majeure;

(W) Immediately notify the Licensor about a No Show Event by any means that ensure receipt of such notification by the Licensor; keep at least 4 months from the date of receipt and provide the Licensor and/or the User on first demand with documentary or audiovisual evidence of the completion of the Transfer or the No Show Event;

(X) Not engage in any relationships with a User secretly from the Licensor with the aim of avoiding payment of the License Fee;

(Y) Not transfer to third parties and not use independently, in connection with the performance of the Transfer, any User data that has become available to the Licensee in connection with the use of the Service.

 

9. DISCLAIMER OF WARRANTIES BY THE LICENSOR

 

9.1. The Licensee acknowledges that, to the maximum extent permitted by law:

(A) no warranty is given regarding the Service or any information provided to the Licensee; and

(B) the Licensor expressly disclaims all warranties and conditions of any kind, whether express or implied, including:

(i) any implied warranties of merchantability, fitness for a particular purpose, or non-infringement;

(ii) any warranties as to the timeliness, reliability, suitability, sequence, accuracy, adequacy, consistency, or completeness of any information provided to the Licensee at any time or from time to time;

(iii) any warranties that access to the Service provided herein will be uninterrupted, timely, or error-free.

 

10. LIMITATIONS OF LIABILITY OF THE LICENSOR

 

10.1. To the maximum extent permitted by law, the Licensor expressly disclaims any liability for any loss of any kind, incurred or suffered by the Licensee or any other person, including any loss arising from or in connection with:

(A) any inaccuracy, incompleteness, or delay in any information provided to the Licensee;

(B) any malfunction, instability, or other failure of any software used by the Licensor to provide the Service;

(C) any disclosure, loss, theft, destruction, or inaccessibility of the Licensee's Personal Account, password, or other data (including the Licensee’s or any other person's failure to keep them secure, safe, and confidential);

(D) termination of this Agreement at any time and for any reason;

(E) any failure of the Service to be used in any specific manner or to meet any particular purpose or requirements;

(F) any war, riots, restrictions imposed by any governmental or semi-governmental or regulatory authority, industrial or commercial disputes, fires, explosions, storms, typhoons, floods, lightning, earthquakes, and natural calamities.

10.2. The Licensor shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of profits, loss of data, personal injury, or property damage arising from or in connection with the provision of the Service described herein, or otherwise related to its subject matter, regardless of the negligence (active, affirmative, sole, or concurrent) of the Licensor, even if the Licensor has been advised of the possibility of such damages.

10.3. The Licensor shall not be liable for any damages, liability, or losses arising from: (i) the Licensee's use of or reliance on the Service or inability to use the Service; or (ii) any transaction or relationship between the Licensee and any User, even if the Licensor has been advised of the possibility of such damages. The Licensor shall not be liable for delay or failure in performance resulting from causes beyond the Licensor's reasonable control.

10.4. The Licensor's aggregate liability to the Licensee for any claims for damages (whether under contract, tort, warranty, or other law) arising out of, relating to, or in connection with this Agreement, or otherwise related to its subject matter, shall exceed the Transfer Price payable in connection with the relevant Transfer.

10.5. The User shall, on their own behalf, obtain all necessary documents for the User and/or any other passengers for crossing state borders during the Transfer. Under no circumstances shall the Licensor be responsible for obtaining or correcting such documents.

11. INDEMNITIES

 

11.1. The Licensee indemnifies the Licensor against, and agrees to reimburse and compensate the Licensor for, any liability or loss arising from (and any costs incurred in connection with):

(A) any breach of this Agreement;

(B) the Licensor exercising, enforcing, or preserving its rights, powers, or remedies (or considering doing so) with respect to the Licensee in connection with this Agreement;

(C) infringement of any Licensor's or third party's intellectual property rights or other laws in connection with the Licensee's use of the Service and the Site and its content;

(D) any damage caused to the User or the User's property during the Transfer completed by the Licensee.

11.2. It is not necessary for the expense to be incurred for the indemnity provided in this clause to operate.

12. LICENSEE’S LIABILITY

 

12.1. Any payment of the above amounts will not prevent the Licensor from unilaterally terminating this Agreement.

12.2. If the Licensor discovers that the Licensee has breached or may breach the provisions of clause 7.1.(B)(i), the Licensor has the right to suspend the Licensee's access to the Service, as well as to withhold any amounts due to be paid to the Licensee under clause 3.4. until such information is disproved. If the information about the Licensee's failure to comply with the specified warranties is confirmed, the Licensor has the right to terminate this Agreement in the manner prescribed by section 17 and to withhold any amounts due to be paid to the Licensee at the time of such termination.

12.3. In the event of a breach of any obligations specified in clauses 8.1(B-Y) herein, the Licensee shall compensate the Licensor for damages to the Service's reputation for each instance of breach. The Licensor has the right, but not the obligation, to seek such compensation.

 

13. LICENSEE’S CONSENT TO RECEIVE ADVERTISING MESSAGES AND PRIVACY POLICY

 

13.1. The Licensee agrees to receive advertising messages from the Licensor. The Licensee has the right to refuse to receive advertising messages using the relevant functionality of the Service, as part of which or in connection with which the Licensee received such messages.
13.2. The Licensee consents to the processing and collection of the Licensee's personal data to the extent and for the purposes specified in this Agreement and the Privacy Policy.

13.3. With respect to the protection of personal data, the Licensor follows the legislation of the Republic of Cyprus and the European Union.

 

14. RESTRICTED REGIONS

 

14.1. The Licensee agrees not to use the Service to perform Transfers or other commercial activities in the following regions:

   - Afghanistan;

   - Burma (Myanmar);

   - Burundi;

   - Central African Republic;

   - Ivory Coast;

   - Crimean Peninsula;

   - Democratic People's Republic of Korea;

   - Democratic Republic of the Congo;

   - Haiti;

   - Islamic Republic of Iran;

   - Kuwait;

   - Liberia;

   - Libya;

   - Mali;

   - Nicaragua;

   - Donetsk and Luhansk regions of Ukraine;

   - Republic of Cuba;

   - Republic of Guinea;

   - Republic of Guinea-Bissau;

   - Republic of Iraq;

   - Sierra Leone;

   - Somalia;

   - South Sudan;

   - Syrian Arab Republic;

   - Northeastern part of the island of Cyprus;

   - Yemen;

   - Zimbabwe.

 

15. FORCE MAJEURE

 

15.1. The Parties shall be exempt from liability for partial or total non-fulfillment of the obligations under this Agreement due to circumstances of force majeure (fire, flood, earthquake, other natural disasters, and military activities).

15.2. The Party facing the inability to fulfill its obligations under this Agreement shall immediately notify, but no later than within one day, the other Party about the commencement and cessation of circumstances preventing the Party from fulfilling its obligations.

15.3. The existence of force majeure circumstances shall be confirmed by a reference (references) prepared by authorized bodies or organizations.

15.4. The absence of notification or untimely notification of force majeure circumstances will deprive the Party of the right to refer to them.

 

16. ASSIGNMENT AND NOVATION

 

16.1. The Licensor may assign, transfer, novate, or otherwise deal in any manner with all or any part of the benefit of this Agreement and any of its rights, remedies, powers, duties, and obligations under this Agreement to any person, without the Licensee’s consent and in any way the Licensor considers appropriate.

 

17. TERM AND TERMINATION

 

17.1. This Agreement shall commence at the time specified in section 2 and continue until terminated in accordance with this section 17.

17.2. Notwithstanding any other provision of this Agreement, the Licensor may, at any time and for any reason, immediately terminate this Agreement between the Licensee and itself without prior notice or need to specify reasons, including if:

   (A) the Licensee has breached any provision of this Agreement or acted in a manner that clearly shows that the Licensee does not intend or is unable to comply with any provision of this Agreement;

   (B) the Licensor reasonably considers that it is required to do so by the application of any laws or regulations or by any government, quasi-government, authority, or public body (including any regulatory body of any jurisdiction); or

   (C) the Licensor determines that the performance of its obligations under this Agreement is no longer commercially viable.

17.3. The Licensor shall inform the Licensee of such termination by notice in accordance with section 22.

17.4. The blocking of the Licensee's Personal Account by the Licensor shall be considered adequate notice of unilateral termination of this Agreement by the Licensor.

17.5. The Licensee may unilaterally terminate this Agreement at any time by contacting the Licensor's technical support service to delete their Personal Account or by deleting it themselves (subject to the Licensee's Personal Account not containing information about incomplete and unfulfilled Transfers).

17.6. The termination of this Agreement shall not release either Party from its financial obligations accumulated up to the moment of termination.

 

18. WAIVER OF COMPENSATION

 

The Licensee acknowledges and agrees unconditionally and irrevocably to waive any right of set-off, counterclaim, abatement, or other similar remedy that the Licensee may have under this Agreement under the laws of any jurisdiction.

 

19. GOVERNING LAW

 

This Agreement is governed by and shall be construed in accordance with Portuguese law.

 

20. DISPUTE RESOLUTION

 

If there is a dispute between the Parties arising out of, relating to, or in connection with this Agreement or related to its subject matter, the dispute shall be referred to and finally resolved by arbitration in Portugal. The language to be used in the arbitral proceedings shall be Portuguese.

 

21. THIRD-PARTY RIGHTS

 

Any person who is not a party to this Agreement may not enforce nor enjoy the benefit of any provision of this Agreement.

 

22. NOTICES

 

22.1. The Licensee agrees that the Licensor may give notices and communications under or in connection with this Agreement by announcement on the Site or by email to the email address the Licensee registers in their Personal Account, and that such notice is deemed effective and received by the Licensee at the time it is published on the Site, or, if earlier, when sent by the Licensor, unless the Licensor receives an immediate automatic message indicating failed delivery of that notice.

22.2. Notices to the Licensor may be directed to the email address specified on the Site.

 

23. NO WAIVER

 

No failure or delay by the Licensor in exercising any right, power, or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise by the Licensor of any right, power, or remedy.

 

24. CUMULATIVE REMEDIES

 

The rights, powers, and remedies provided in this Agreement are cumulative and do not exclude any rights, powers, or remedies provided by law.

 

25. NO RELATIONSHIP

 

This Agreement does not create any partnership, consultancy, fiduciary, agency, or similar relationship between the Licensee and the Licensor or any other person or entity.

 

26. SEVERABILITY

 

If any provision of this Agreement is found to be illegal, void, unenforceable, or invalid, in whole or in part, under the laws of any jurisdiction, that part shall be severed, and such illegality, unenforceability, or invalidity shall not affect the legality, enforceability, or validity of the remaining provisions of this Agreement in that jurisdiction, nor the legality, enforceability, or validity of this Agreement in any other jurisdiction. This section 26 has no effect if the severance alters the basic nature of this document or is contrary to public policy.

 

27. LANGUAGES

 

This Agreement is made in the Portuguese language. In case of any inconsistency between the Portuguese version and any translation, the Portuguese version shall prevail.