License agreement for the Use of the Manned Vehicle Rental Service

1.1. For the purpose of this License Agreement (hereinafter referred to as the “Agreement”), the following terms shall have the following meanings.

1.1.1. “Service” means the Manned Vehicle Rental Service provided by Maxim, which allows the Renter to enter into manned vehicle rental agreements with Owners.

1.1.2. “Renter” means a person that has placed an order to enter into a manned vehicle rental agreement via the Service.

1.1.3. “Owner” means an owner or other keeper of the vehicle, providing the Renter with the vehicle for temporary possession and use, as well as providing the Renter with services on driving such vehicle.

1.1.4. “Order” means the Renter’s request placed via the Service to enter into a manned vehicle rental agreement.

1.1.5. “Authorized Mobile Application (‘Mobile Application’)” means the TaxSee Driver computer program installed on a mobile device of the Owner and designed to search for orders, accept these orders for execution and inform the Renter about the progress of the Order.

1.1.6. “Maxim” means an entity granting the Owner the right to use the Service on the basis of this Agreement.

1.1.7. “Personal Account” means an account where the Owner’s advance payments are recorded and from which funds are debited as a fee for obtaining the right to use the Mobile Application.

1.1.8. “Personal Account Balance” means the difference at a certain time point between the amounts credited to the Personal Account and debited from the Personal Account.

2. General Provisions

2.1. This Agreement is an addendum to the License Agreement on granting the right to use the Mobile Application and defines the procedure under which Maxim grants the right to use the Manned Vehicle Rental Service in the Mobile Application.

2.2. In compliance with Article 428 and Part 5 of Article 1286 of the Civil Code of the Russian Federation, this Agreement is an adhesion contract and is concluded in a simplified manner by adhering to the terms and conditions of the agreement posted electronically on the website of the Service on the Internet at https://legal.taximaxim.ru/license-agreement. Start of use of the Service shall be deemed acceptance of the terms and conditions of this Agreement, which is equivalent to concluding a civil contract on the terms and conditions set forth in this document.

2.3. Before starting using the Service, carefully read the text of the Agreement. In case you disagree with any terms and conditions, you must refuse to use the Service.

2.4. This Agreement is a license contract, and the provisions established by Articles 1235–1238, 1286 of the Civil Code of the Russian Federation shall be applied to it.

2.5. By accepting the terms and conditions of this Agreement, the Owner shall acknowledge that the information to which the Owner has access under the execution of this Agreement is used by the Owner independently, in the Owner’s own interests and at the Owner’s own responsibility. In case the Owner uses the Service for entrepreneurial activities, the Owner shall register as a business entity in compliance with the applicable legislation of the Russian Federation, as well as ensure compliance with the requirements of the applicable legislation of the Russian Federation governing the activities in the field of manned vehicles, including, but not limited to requirements of the Civil Code of the Russian Federation, the Law of the Russian Federation No. 2300-1 “On Protection of Consumer Rights” of 07.02.1992, the Federal Law No. 196-FZ “On Traffic Safety” of 10.12.1995, rules and norms of occupational health and safety, and provisions of other regulatory legal acts of the Russian Federation.

2.6. The activities of Maxim related to collecting, storing and systematizing the information contained in the Manned Vehicle Rental section of the Mobile Application, as well as legal relationship between the Owner and Maxim related to providing access to such information shall be performed in compliance with the Federal law No. 149-FZ “On Information, Information Technologies and Information Protection” of 27.07.2006.

2.7. In compliance with Article 9 of the Federal law “On Information, Information Technologies and Information Protection”, the information contained in the Manned Vehicle Rental section of the Mobile Application is not considered restricted or prohibited for distribution under the current legislation of the Russian Federation.

3. Subject of the Agreement

3.1. In compliance with the terms and conditions of this Agreement, Maxim shall grant the Renter the right to use the Manned Vehicle Rental Service under the terms and conditions of a simple (non-exclusive) license, in the manner established by the Agreement, and the Owner shall pay a fee to Maxim in the manner and in the amount established by the Agreement.

Maxim is not a dispatching service and does not carry out distribution of Orders among the Owners. Maxim does not assign the Owners to carry out specific Orders, the Owner independently decides on the conclusion of a rental agreement with a particular Renter who has placed his/her Order via the Service.

4. Conclusion of the Manned Vehicle Rental Agreement

4.1. The Renter and the Owner shall conclude a manned vehicle rental agreement. The said agreement shall be concluded in the form of an electronic document signed by simple electronic signatures of the Renter and the Owner and shall be recognized as an electronic document equivalent to a paper document signed by a handwritten signature.

4.2. The manned vehicle rental agreement shall be formed electronically in the computer program “AIST”, which is the information system operated by Maxim (hereinafter referred to as the “Information System”).

4.3. The Owner’s simple electronic signature used for signing the manned vehicle rental agreement is formed in the Information System. The key of the Owner’s simple electronic signature is a combination of two elements — login and password, used by the Owner for authorization in the Mobile Application. The Owner shall keep the confidentiality of the simple electronic signature key. In order to form a simple electronic signature, the Renter shall submit to Maxim a document certifying his/her identity and containing the last name, first name and patronymic (if any) of the Owner.

5. Guarantees of Maxim

5.1. Maxim hereby guarantees that:

5.1.1. it possesses the sufficient scope of rights to fulfill its obligations under this Agreement;

5.1.2. performance of this Agreement by the Parties will not entail the violation of any third parties’ intellectual rights;

5.1.3. it is not bound by any contract that can prevent the Owner from using the Mobile Application on the terms and conditions set forth in this Agreement;

5.1.4. it has neither performed nor will perform any actions that make it impossible for the Owner to use the Service and the Mobile Application on the terms and conditions set forth in this Agreement.

6. Methods and Procedure for Using the Service

6.1. The Owner may use the Manned Vehicle Rental Service in the Mobile Application solely for the purpose of renting a vehicle belonging to the Owner, as well as providing the services of driving the vehicle, and supporting the process of execution of Orders. Any actions of the Owner related to the use of the Mobile Application shall meet the aforementioned purposes.

7. Rights and Obligations of the Parties

7.1. Maxim is entitled to:

7.1.1. require the Owner to use the Service in the manner and by the means provided for in this Agreement;

7.1.2. conclude contracts on the transfer of the right to use the Service, similar to this Agreement, with third parties, including in the same territory in which the right to use the Service is granted to the Owner;

7.1.3. suspend the Owner’s right to use the Service in case the Personal Account Balance becomes null or negative;

7.1.4. suspend the Owner’s right to use the Service in case the Service obtains the documents testifying to the unlawful use of the information obtained via the Service. The Owner’s right to use the Service shall be suspended on the basis of effective court decisions and decrees establishing the fact of the violation committed by the Owner. The specified documents shall be submitted in original or in copies certified by the relevant court. The Owner’s right to use the Service shall be suspended until the Owner eliminates the revealed violations;

7.1.5. suspend or prohibit the Owner’s right to use the Service in case of multiple and/or gross violations by the Owner of the Work Rules of Maxim posted in the Mobile Application and of the terms and conditions of this Agreement;

7.1.6. record phone conversations with the Owner for the purpose of internal quality control;

7.1.7. carry out scheduled maintenance and functional modification of the Service and/or the Mobile Application. During the time period while such works are performed, operation of the Service and/or the Mobile Application may be suspended;

7.1.8. provide the Renter with the Owner’s phone number in order to return the lost things as soon as possible in case the Renter leaves his/her belongings in the Owner’s vehicle;

7.1.9. take any other actions not contradicting the current legislation of the Russian Federation and this Agreement.

7.2. Maxim is obliged to:

7.2.1. grant the Owner the right to use the Service, as well as ensure proper operation of the Service and the Mobile Application;

7.2.2. provide continuous, uninterrupted operation of the Service and the Mobile Application during the entire validity period of this Agreement, excluding the cases of scheduled maintenance;

7.2.3. timely record the Owner’s payments in Owner’s Personal Account;

7.2.4. timely detect and prevent any attempts of unauthorized access to the information provided by the Owner, its transfer to third parties not directly related to legal relationship of the Parties;

7.2.5. not change or edit information about the Owner without the Owner’s consent.

7.3. The Owner is entitled to:

7.3.1. use the Service in the manner and by the means provided for in this Agreement;

7.3.2. require Maxim to grant the right to use the Service in compliance with the terms and conditions of this Agreement, including technical and consulting services.

7.4. The Owner is obliged to:

7.4.1. pay a fee to Maxim in the manner and within the period set forth in this Agreement;

7.4.2. execute the accepted Order in compliance with its terms and conditions;

7.4.3. immediately notify Maxim in case of changing the registration details provided to Maxim earlier, as well as upon the occurrence of circumstances that make it impossible to execute Orders;

7.4.4. ensure safety of the data required for authorization in the Mobile Application (login and password) and take all measures to prevent third parties from authorizing in the Mobile Application using their login and password;

7.4.5. when executing Orders, follow and comply with the requirements of the Work Rules and other mandatory instructions posted in the relevant sections of the Mobile Application.

7.5. In compliance with Part 1 of Article 1237 of the Civil Code of the Russian Federation, the Owner does not provide reports on the use of the Service.

8. Procedure for Calculating the Rental Payment

8.1. The amount of the rental payment of the provision of a vehicle is calculated automatically based on the parameters of a particular Order (type of vehicle, rental period, etc.), as well as the average price of the relevant services, formed in the region of the Owner’s activity.

8.2. In case of non-compliance of the calculated amount of the rental payment with the amount set by the Owner, the Owner is entitled not to accept the Order for execution.

8.3. The acceptance of the Order for execution by the Owner means that the Owner fully and unconditionally agrees to the offered amount of the rental payment. Maxim is entitled to apply penalties to the Owner, up to the termination of the right to use the Service and the Mobile Application, in case the Owner unilaterally changes the amount of the rental payment after accepting the Order for execution or fails to execute the accepted Order.

8.4. The amount of the rental payment can be increased by the Renter.

9. The Service’s Fee

9.1. For granting the right to use the Service the Owner shall pay a fee to Maxim in the amount and in the manner established in the Agreement.

9.2. The amount of the fee payable for granting the right to use the Service shall be determined as percentage deductions from the Owner’s income (revenue).

9.3. The amount of the fee shall be specified in the information about the Order accepted by the Owner for execution in the Mobile Application.

9.4. The amount of the fee shall be established by Maxim unilaterally. The Owner shall be familiarized with the amount of the fee before the start of the Order execution and, in case of disagreement with it, shall refuse to execute such an Order. The acceptance of the Order for execution by the Owner means the acceptance of the specified amount of the fee.

9.5. The fee shall be paid by debiting funds from the Owner’s Personal Account in the amount equal to amount of the fee, at the moment the Order is accepted for execution.

9.6. The Owner may replenish the Personal Account by making advance payments by means of bank cards, through self-service terminals, by transferring funds to the settlement account or depositing funds in the cash office of Maxim.

10. Liabilities of the Parties

10.1. Liability of the Service:

10.1.1. Maxim shall be liable for the fulfillment of its obligations in compliance with the current legislation of the Russian Federation;

10.1.2. Maxim shall not be liable for complete or partial interruptions of the Service and/or Mobile Application operation related to the replacement of hardware, software or some other scheduled maintenance caused by the need to maintain the operability of the Service hardware and software and to improve it;

10.1.3. Maxim shall not be liable for interruptions of the Service and/or Mobile Application operation in case of failure of the software or hardware not belonging to Maxim;

10.1.4. Maxim shall not assume any obligations in respect of compensation for damages, including lost profit, caused by the Owner to third parties, including the Renters;

10.1.5. Maxim shall not be liable to the Owner for any actions of third parties, including the Renters, as a result of which the Owner has incurred any damages, including lost profit.

10.2. Liability of the Owner:

10.2.1. The Owner shall be liable for the fulfillment of the Owner’s obligations in compliance with the legislation of the Russian Federation.

10.2.2. The Owner shall be solely liable to the Renter for the provision of the vehicle for rent, as well as for the proper provision of services for driving such vehicle, as well as for any damage caused by him/her, including loss or damage of the Renter’s property.

10.2.3. The Owner shall be liable for the damages inflicted on third parties both in respect of execution of the Order and for the actions not related to the execution of the Order. However, Maxim may act as a mediator between the Owner and the Renter in order to settle down these disputes as soon as possible.

10.2.4. In case Maxim makes any payments in favor of the Renters due to improper quality of services provided by the Owner (its employees and/or contractors), the Owner shall compensate Maxim for the losses incurred in this regard. The said compensation shall be made by debiting funds from the Owner’s Personal Account.

10.2.5. Should the Owner perform any actions which cause penalties stipulated by Maxim, the funds shall be debited from the Owner’s Personal Account in favor of Maxim to the extent of the stipulated penalty. The list of such violations is available in the Mobile Application. In case of insufficient funds, the penalties accrued for the reporting period are the accounts receivable of the Owner, which shall be paid as a priority when the Owner replenishes the Personal Account.

11. Force Majeure

11.1. Force majeure shall be the ground for releasing the Parties from their obligations. Force majeure under the meaning of this clause means the circumstances specified in Article 401 of the Civil Code of the Russian Federation.

11.2. The Party affected by force majeure shall immediately notify the other Party in writing of the occurrence, type, potential duration of force majeure and of the specific obligations, the performance of which it impedes.

11.3. Should the Party affected by force majeure fail to inform the other Party about it, that Party shall further lose its right to refer to force majeure as to the circumstance that may exempt it from its liability.

12. Dispute Resolution Procedure

12.1. The Parties shall take their best efforts to resolve any disputes or disagreements arising out of or in connection with this Agreement by means of negotiations.

12.2. The period for response to claims and for submitting documents aimed at peaceful resolution of disputes and disagreements shall not exceed seven (7) working days from the moment the Party receives such claims and the necessity arises for submitting these documents.

12.3. Should the Parties fail to come to an agreement on existing disputes and disagreements by means of negotiations, the disputes and disagreements shall be resolved in court at the location of Maxim.

13. Amendments to the Agreement

13.1. Amendments to this Agreement shall be made by Maxim unilaterally by posting the relevant amendments on the website. Specified amendments shall take effect within seven (7) calendar days after their publication on the website.

13.2. Any amendments from the date of their entry into force shall apply to all persons using the Service, including those that started using the Service before the effective date of the amendments. In case of disagreement with the amendments made, the Owner shall stop using the Service.

14. Intellectual Property

14.1. The Owner is entitled to independently carry out actions aimed at promotion (advertising) of the phone number, other ways of carrying out Orders, for which the Owner shall receive a limited right to use the commercial designation of Maxim and the Maxim® trademark. In this case, the Owner shall be solely liable for compliance of the advertising (including its content and placement) with the requirements and regulations of the current legislation.

14.2. In case Maxim places its advertising materials on the Owner’s vehicle (vehicle branding), the Owner shall be prohibited to place other elements, inscriptions, trademarks and symbols simultaneously with such advertising materials, except as provided for in the Road Traffic Rules.

15. Special Terms and Conditions

15.1. In compliance with Article 429.4 of the Civil Code of the Russian Federation the agreement is a subscription contract and does not require the Parties to issue and sign bilateral work completion certificates.

15.2. The Owner hereby gives consent to Maxim to carry out, at Maxim’s discretion, marketing promotions and other similar events expressed in the provision of discounts for the rental of vehicles to the Renters. Expenses of the Owner for the provision of such discounts shall be compensated by Maxim in full by proportionate reduction of the fee under this Agreement.

15.3. The terms and conditions of the Agreement shall apply to legal relationship of the Parties, unless otherwise provided in a separate contract of the Parties. Should the Parties conclude a separate contract, the terms and conditions of such a contract shall apply.

15.4. In everything that is not regulated by the terms and conditions of this Agreement, the Parties shall be guided by the License Agreement on granting the right to use the Mobile Application.