Onde Agreement

General Terms and Conditions

General Terms and Conditions enter into force from the date of signup for an account on https://taxistartup.com, unless other effective date is agreed by the Parties in Client Agreement.

In case of discrepancy and differences in the General Terms and Conditions and the Client Agreement,the Client Agreement prevails.

Parties:

Provider: Onde research and development LLC, a company incorporated and acting in accordance with the laws of the Republic of Belarus, registered address is Mikhasia Lynkova, 121, building 13, office 37, 220093 Minsk, Belarus, registration number 193033785,

Customer: any company or individual who signs up for an account on TaxiStartup platform at https://taxistartup.com or that execute and sign the Client Agreement with the Provider.

Provider and Customer are jointly referred as the “Parties” and each separately as the “Party”.

1. Subject matter

1.1. The Provider is an owner of TaxiStartup software – a set of web products and mobile apps: Company Panel, Webdesk, Dispatch Panel, mobile booking apps for iOS and Android platforms, mobile driver apps for iOS and Android platforms (Service).

1.2. The Provider agrees to develop and release mobile booking apps for iOS and Android platforms, mobile driver apps for iOS and Android platforms under Customer’s brand and upload them on Customer’s App Store and Google Play developer accounts (Initial Works) for the remuneration to be paid by Customer. Scope and specific types of the Initial Works are determined by the Provider independently.

1.3. The Provider agrees to issue non-exclusive, non-sublicensable, non-assignable, and worldwide temporary license (License) and the Customer accepts the License to use the Service according to this Agreement within License Period for the remuneration.

1.4. The access to the Service is done remotely via Internet connection and web interface for web products, App Store and Google Play for branded mobile apps.

1.5. The Customer is entailed to use the License and the Services in commercial or non-profit activities.

2. Territory and Licence Period

2.1. Territory of License application is all the countries in the world, unless otherwise specified in the Client Agreement.

2.2. The License period shall be a period within the Agreement term (License Period).

3. Duties of the parties

3.1. The Provider agrees to:

3.1.1. provide the following Initial Works to the Customer: develop and release branded booking and driver apps for iOS and Android mobile platforms with the Customer’s logo, icon, name and description and upload on the Customer’s App Store and Google Play accounts. The Provider shall provide Initial Works and issue the License within 10 (ten) working days after the Agreement is signed, pre-payment received in full, all required details and App Store and Google Play access are provided by the Customer;

3.1.2. provide an access to the Service via public signup on https://taxistartup.com or via a private link sent to the Customer’s email address upon request;

3.1.3. provide a possibility to the Customer to provide the Service in multiple locations by registering a separate company account;

3.1.4. provide a possibility to the Customer to make public launch of each location (company) when ready;

3.1.5. ensure that the Customer branded apps are operating exclusively with Customer companies within the operational area of these companies;

3.1.6. support the Service and ensure the maximum availability any times; In case of technical unavailability of the Service for more than 24 hours the Provider may provide the Customer with the License fee discount for the relevant period (but no more than 15%) upon the Customer’s request. In no event will the Provider has any liability arising out of or related to the temporary unavailability of the Services for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages. If the unavailability of the Service lasts more than 14 days, the Customer has the right to terminate the Agreement unilaterally;

3.1.7. provide the Customer with the License to use the Service under the terms prescribed in the Agreement.

3.2. The Provider has a right to suspend the License and Customer’s access to the Service if Customer fails to pay for the next period according to this Agreement and payment terms or breaches of any provision of this Agreement.

3.3. The Customer agrees:

3.3.1. not to break the consistency of the system, do not copy the Service or any of its parts, do not decompile or disassemble any of the parts of the Service and/or mobile apps;

3.3.2. not to impersonate TaxiStartup or Onde brands and act as a Provider’s representative or reseller, unless a separate reseller agreement has been signed;

3.3.3. to check legitimacy of drivers/subcontractors/service providers upon signup;

3.3.4. to be the point of contact for drivers/subcontractors/service providers, handle their complaints, educate them and help to get started;

3.3.5. to cover the expenses for a free referral and discount coupons;

3.3.6. to make sure drivers/subcontractors/service providers are divided on different service types appropriately;

3.3.7. not to disclose to the third parties the terms of the Client Agreement and any Confidential Information.

3.3.8. to issue a non-exclusive, non-sublicensable, non-assignable, and worldwide temporary license with a duration of the term of this agreement on all IP that belongs to the Customer and identifies Customer’s service. These IP has been passed to the Provider with a sole purpose of development and publishing of the branded apps. The right of the Provider to use these IP is limited to the purposes of development, publishing and technical support of the Service and mobile app.

3.4. The Customer shall not use the Service in any way that causes, or may cause, damage or impairment of the availability or accessibility of the Service or any of its parts.

3.5. The Provider grants a right to the Customer to use the Service in any way that is not forbidden by the law, in particular: (i) distribute and launch on any compatible devices branded booking and driver apps for iOS and Android platforms; (ii) upload and get required information to/from the Service.

4. Change requests

4.1. The Provider can accept change requests from the Customer for customization development. The development will be billed on an hourly basis with 50% prepayment. The hourly rate is either agreed on per change basis or set in Client Agreement. The hourly rates may be changed by the Provider unilaterally. The Provider keeps a right to decline any customization request if it doesn’t align with the product line or due to any other reason.

4.2. Such customization development falls shall be considered as additional works and not fall into Initial Works.

4.3. The developed part by no means is developed exclusively for the Customer and becomes available as a general part of the Service to all users.

4.4. The Customer does not get any intellectual property rights in the result of change request development paid by the Customer. Such intellectual property rights are owned by the Provider.

5. Ownership, IP rights and data

5.1. The Customer does not get any ownership or IP rights of any parts of the Service, including branded apps and parts developed according to the Customer’s change requests. The original IP rights owner keeps the full ownership of the intellectual property rights on the branded apps and all additional developed parts of the Service.

5.2. The Customer keeps an ownership of any data that is uploaded by the Customer to the Service or generated by the Customer, Customer’s client (passenger or Customer service user), driver/subcontractor/service provider working for the Customer within the Service.

5.3. By uploading any content to the Service the Customer confirms the original ownership of the content or availability of the proper license for that content.

5.4. The Customer grants a right to use any uploaded or generated data in raw, anonymized or aggregated format to the Provider and any of trusted third parties for internal use by employees or automated systems for the Service needs or for any business needs the Provider or trusted third party might have.

5.5. The Customer grants a right to the Provider and any of trusted third parties to use with no limit, sell and publicly share an aggregated and/or anonymised Customer’s data. The Provider cannot share or sell not anonymised Customer’s data publicly or to untrusted third parties.

5.6. The Provider cannot be held liable for misuse of Customer’s data by a trusted third party that had an access to the data.

5.7. The Provider keeps an ownership of any data that has been created in the result of analysis or other actions with the Customer’s data.

5.8. The Provider grants a right to Customer to use analytical data available via Company Panel interface in the Service.

5.9. The Customer has an access to raw data via Company Panel web interface in a form of next reports in csv format: orders, drivers, payments, passengers.

6. License Fee and payment terms

6.1. Initial Works, e.g. development and release of branded booking and driver apps require a one-time payment stated in Client Agreement. The Initial Works start after the prepayment amount has been received by the Provider in full.

6.2. The License is granted on recurring basis with a duration corresponding to the recurring payment billing cycle of 30 days or a multiple of 30 days periods or a custom period that is available and clearly displayed when payment is requested.

6.3. The recurring payment is taken upfront for the next billing cycle.

6.4. The payment should be done by any of the following methods: wire transfer, credit/debit card payment, PayPal, if allowed by laws. The details of each payment method is available in billing settings of the Customer’s account in the Service. The Provider can use the third company for receipt of payments. The Customer can opt-in for “Auto top-up” option in billing settings. In that case the recurring payment amount will be automatically charged to the Customer’s default credit or debit card on the account. The Customer can opt-out of the “Auto top-up” option at any time from billing settings.

6.5. The Provider does not store any sensitive credit/debit card data on any of the Provider’s servers or databases. All credit/debit card data is stored securely by processing gateway and the Provider does not have an access to that data directly. The Provider securely stores a token of card issued by processing gateway in order to be able to charge that card later according to the Customer’s terms. The Provider securely stores part of card details that is allowed keep according to PCI DSS rules without a compliance level.

6.6. The amount of license payment is calculated automatically by the billing system on the next billing date (end of billing cycle) according to the billing plan agreed in the Client Agreement of the Agreement and set in the Customer account billing settings as well as a number of additional services that the Customer can subscribe to from the account. Obligatory additional services are listed in Client Agreement.

6.7. The amount is calculated and billed per each company account (location) that the Customer has separately.

6.8. Additional service “Branded apps support” is billed on one account only, which would be the first account the Customer has signed up for, unless Parties have agreed to use another account.

6.9. The Customer has 8 calendar days to cover the outstanding balance. If the outstanding balance is not covered the automated billing system will suspend the account and License until the negative balance is covered.

6.10. The Customer can voluntarily suspend the account and License. Billing cycle will be extended on the duration of suspension.

6.11. The Customer can request to change main billing plan to any publicly available billing plan by sending an email to the Provider support team. The plan will be changed from a following billing cycle within 3 business days of request without changes in the Client Agreement.

6.12. The Provider uses a number of SMS gateways to verify drivers’ and passengers’ phone number as well as email services to communicate with drivers and passengers (Communication Providers). Expenses on SMS and email communications are billed on Customer’s account monthly in addition to the License fee.

6.13. In case of delay of payment, the Customer is obliged to pay an extra fee (penalty) of 0.5% of the total outstanding amount for every day of delay.

6.14. All prices and fee are indicated without VAT. All fees, taxes and other expenses related to the conclusion and execution of the Agreement charged in the territory of the Customer shall be borne by the Customer. All fees, taxes and other expenses related to the conclusion and execution of the Agreement charged in the territory of the Provider shall be borne by the Provider.

6.15. The Customer at his own expense will pay bank charges and other charges related to the execution of the Agreement.

7. Papework procedure

7.1. The Provider may in his own discretion generate the deeds of acceptance of services delivered (Deeds) for Initial and additional works and if required for License and other fee in PDF-format and sends it to the Customer to the e-mail, specified by the Customer or via the Customer account in the Service. The Deed contains the information on services delivered by the Provider and shall be certified by the seal (if applicable) and signed by the Provider’s authorized person. The Deed also could be passed to the Customer’s authorized person in person or by the registered mail upon request.

7.2. If the Provide sent the Deed to the Customer, the Customer shall apply this clause. Should there are no any motivated objections to the Deed from the Customer within ten (10) business days after receiving the Deed, the Deed shall be deemed to be accepted by the Customer in full. The date of receipt of the Deed is considered the date of its sending / transferring by the Provider to the Customer. In case the Customer evade or avoid signing the Deed (the Provider does not receive the signed Deed within thirty (30) days from its sending) the Deed is considered to be signed by the Customer and the Provider is entitled to sign the Deed unilaterally after expiry objection period.

8. Credit and debit card payment processing

8.1. As a part of the Service the Customer has a possibility to accept credit/debit card payments from clients and drivers/subcontractors/service providers via branded booking and driver applications. In order to do so the Customer has to become a merchant with one of the supported gateway provider. The list of supported gateways providers is available by request from the Provider support.

8.2. The Customer can file a change requests to integrate a new processing gateway. The Provider processes such change requests as any other additional development change request. Processing gateway should satisfy technical requirements that the Provider imposes on. Even when processing gateway satisfies technical requirements the Provider has a right to reject the integration change request without providing any reason.

8.3. By no means the Provider guarantees that the Customer will get a merchant account with supported payment gateways. It is the Customer’s responsibility to get validated as a merchant with any of supported payment gateways and it is up to gateway to decide whether to register the Customer as merchant.

8.4. The Provider does not store any sensitive credit/debit card data on any of Provider’s servers or databases. All credit/debit card data is stored securely by processing gateway and the Provider does not have an access to that data directly. The Provider securely stores a token of card issued by processing gateway in order to be able to charge that card later according to the Customer’s terms. The Provider securely stores part of card details that is allowed keep according to PCI DSS rules without a compliance level.

8.5. The Provider does not impose any additional charges on credit/debit card processing. All charges are imposed by processing gateway directly according to the merchant agreement with the Customer.

9. Agreement termination

9.1. The Agreement takes effect upon signing up for an account on https://taxistartup.com or signature of the Client Agreement by both Parties with the further exchange of an electronic copy via email. The initial term is set to 1(one) year. If none of the Parties informs the other Party via email at least 30 days before the Agreement term expiration date about termination of the Agreement or about changing any Agreement conditions the Agreement term is extended for another year with the same conditions.

9.2. The Provider has the right to unilaterally terminate the Agreement in out-of-court settlement order if the Customer doesn’t cover the outstanding balance within 30 days. Both Parties have the right to terminate the Agreement with a 30-day notice period without any penalties for any of the Parties.

10. Liabilities of the parties

10.1. The Customer has tried a trial version of the Service and agrees that this is the Service described in the Agreement.

10.2. The Provider is considered a technical provider of technical solution and shall in no way be bind or responsible for the transportation or any other service provided by driver/subcontractor/service provider registered by the Customer. The Customer is the one responsible by default for the service provided by Customer’s drivers/subcontractors/service providers, if Customer has not agreed on other terms with third party transportation company or individual entrepreneur (driver, owner, etc.) by the means of written and signed agreement.

10.3. The Provider cannot be held liable for any copyright infringement or other violations related to the content uploaded by the Customer to the Service. The Customer is solely responsible for any content uploaded by users of customer branded booking and driver apps and other online tools that are part of the Service.

10.4. The Provider cannot be held liable for any losses or damages appeared as a result of unlawful access of third parties to the Customer’s email accounts, computers, Customer’s users’ accounts and/or computers or any deliberate unlawful actions of third parties targeted to perpetrate and access and availability of the Service.

10.5. The Provider cannot be held liable for any losses or damages appeared as a result of damages or failures of electric grids, network connections or hardware necessary for access and availability of the Service, including such grids, connections and hardware in third party datacenter facility.

10.6. In no event shall the aggregate liability of each Party together with all of its affiliates arising out of or related to this Agreement exceed the total amount paid by the Customer hereunder for the Services giving rise to the liability in the twelve months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in the Agreement or tort and regardless of the theory of liability, but will not limit the Customer’s payment obligations under the “License fee and payment terms” section above.

10.7. In no event will either Party or its affiliates have any liability arising out of or related to this Agreement for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party have been advised of the possibility of such damages or if a party’s remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law.

11. Applicable law. Dispute resolution

11.1. This Agreement shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Agreement shall be governed by, the laws of the Republic of Belarus, without giving effect to conflict of law provision or rule.

11.2. Any dispute, controversy or claim that may arise out of the Agreement or in connection therewith, including those associated with the change, termination, execution, invalidity or interpretation thereof, shall be referred to the International Arbitration Court of the BelCCI for consideration in accordance with the regulations thereof.

11.3. The Parties agreed to compulsory complaint procedure. The term for responding to a complaint is 10 (ten) calendar days.

12. Confidentiality

12.1. The Parties undertake the obligations to keep the confidentiality of the terms of Client Agreement, the technical documentation, source files and the Confidential Information received from the Provider.

12.2. Only those employees from the personnel of the Customer’s enterprises who are directly involved in using the License will be provided with the transferred technical documentation, information and source files.

12.3. Each Party agrees to keep all Confidential Information of the other Party separate from its own documents in a safe and secure place. The Parties shall use all commercially reasonable efforts to protect the Confidential Information from any harm, tampering, unauthorized access, sabotage, exploitation, manipulation, modification, interference, misuse, misappropriation, copying or disclosure.

12.4. The obligations on keeping the Confidential Information will remain in force within 3 (three) years after the termination of the Agreement.

13. Other conditions

13.1. Changes or amendments to the Client Agreement can be accepted by mutual agreement of the Parties and should be signed as a separate agreement, if otherwise is not prescribed.

13.2. The Provider may change the General Terms and Conditions unilaterally for any reason. The Provider publishes changes and additions or new version of the Agreement at the Provider’s websites (in particular, at www.taxistartup.com). The Provider will notify the Customer on changes and additions via e-mail or push-notifications or in the Customer’s account or by other means of communication 10 days before the amendments enter into force. The Customer should agree with changes and additions prior to use of the Service. If the Customer disagrees with the changes and additions, the Customer should notify the Provider before the amendments enter into force; the Agreement ceases to be effective from the date when the amendments enter into force.

13.3. The Parties admit the legal force of documents and information transferred via electronic means of communication: e-mail, Skype, messengers, etc. The Parties agree equal legal force of both signature types: single handed and facsimile (mechanically rendered using a cliché) on the additional agreements hereto, as well as on all other documents which are significant for the Agreement execution, conclusion, or termination.

13.4. Any notification between the Parties is inappropriate unless it is made in writing. E-mails and communication via the Customer’s account in the Service are regarded as “in writing”. The term “in writing” includes e-mail, Skype and other messengers.

13.5. The electronic mail (message) is deemed to be received by the Party unless within 1 (one) business day the sending Party receives the notice that the mail (message) has not been delivered.

13.6. The Parties undertake to inform each other in writing about changes made to their legal details, address, e-mail, phone number for sending notifications and other documents not later that 3 (three) days from the moment of making such changes.

13.7. If the Party fails to inform another Party of the e-mail address or phone number changed, the former e-mail addresses and phone numbers are deemed to be appropriate. At the same time sending an e-mail (message) to the former e-mail address (phone number) is deemed appropriate, and this e-mail (message) is deemed delivered.

13.8. The Agreement is published in several languages. In case of discrepancy between language versions the English version of this agreement shall prevail.

13.9. If any provision or part of this Agreement is adjudged to be illegal or unenforceable by a court of competent jurisdiction or other competent authority, it will be enforced to the maximum extent legally permissible, and the legality and enforceability of the other provisions of this Agreement will remain in full force and effect.

Published on March 23, 2018