TERMS & CONDITIONS OF YANGO PLATFORM FOR COURIERS

Yandex.Go Israel Ltd. (“Yango” or “Company”) welcomes you (“You” or “Courier”) to Yango Platform ( “Platform”).

These Terms and Conditions (“Terms”) covers the Parties’ relations arising when a Courier (hereinafter referred to as “You” or “Courier”) uses the Platform to accept requests of users of the Platform who needs your delivery services (“User”) in the territory of the State of Israel on the terms and conditions below.

These Terms is entered into electronically and becomes binding upon the parties as of the date of your acceptance of its terms and conditions.

For purposes of these Terms, any service provider, either self-employed or limited liability company or any other legal entity, shall be considered as a Courier.

By registration to the Platform, entering, connecting to and (or) using the Yango Pro App (“Yango Pro” or “Application”), you acknowledge that you have read and understood these Terms, Yango’s privacy policy (available at https://yandex.com/legal/confidential), License Agreement for Taximeter for Mobile Devices (available at https://yandex.com/legal/taximeter_mobile_agreement/#index__israel_en).

You further acknowledge and agree to use the Platform in compliance all applicable laws and regulations.

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS OF THESE TERMS, YOU SHALL EITHER DELETE THE APPLICATION FROM YOUR MOBILE DEVICE, OR STOP USING OR ACCESSING THE PLATFORM.

1. DESCRIPTION

Yango provides the Platform allowing you to receive the Users’ requests for delivery services exchanging data with User’s app and providing you with other functional capabilities, which are fully described in the manual for the Yango Pro. The Platform is operated by Yandex.Go Israel Ltd., company number 515926285 with a registered address: 148 Menachem Begin, Tel Aviv, Israel.

2. THE PLATFORM

2.1. Access to the Platform will be granted only if you are registered as a Courier at the Platform and agreed with these Terms.

2.2. Yango reserves its right to suspend or terminate your access to the Platform at its sole discretion, without providing a reason or explanation, inter alia, if Yango becomes aware, regardless of the source of such awareness which may include without limitation any person, mass media, or a word of mouth, of an instance of your non-compliance with these Terms or any applicable laws.

2.3. You are entitled to give reasons to restore your access to the Platform. Yango may consider these reasons but, following such consideration, is not obliged to restore the access to the Platform.

2.4. Yango may at any time conduct preventive maintenance of Yango’s equipment which is used for the operation of the Platform. The total time of unavailability of the Service associated with preventive maintenance shall not exceed twenty four (24) hours per month. The unavailability of the Platform may exceed twenty four (24) hours per month in the circumstances that require immediate action.

2.5. Yango may at its discretion update the Platform from time to time without your consent, which includes without limitation making changes to the content, functionality, and user interface of the Platform, and the Platform manuals.

3. REPRESENTATIONS AND WARRANTIES

As a Courier, You acknowledge, confirm and undertake that:

3.1. You have the experience, talent, expertise, knowledge and licenses (if required) to provide the delivery services.

3.2. You are legally capable of entering into this agreement with Yango.

3.3. You have registered as a licensed dealer or exempted dealer or as a limited liability company at the Israeli tax authorities, have self-employed or limited liability company status with the Income Tax Authority, VAT Authority and National Insurance Institute, and can provide Yango with a proper tax invoice and (or) receipt for any payment from Yango.

3.4. You are solely responsible for all tax obligations, and these tax obligations shall apply exclusively to You, with regard to (i) any delivery services or other services that You will provide with, through, or by means of the Platform, (ii) reporting and paying tax liabilities for any delivery services or other services, and (iii) issuing tax invoices and(or) receipts associated with delivery services or other services.

3.5. The relationship between Yango and you shall be that of independent contractors and not as an employee or an agent thereof. Accordingly, you hereby confirm and represent that no employer-employee, agency, partnership, or joint venture relationship exist or will exist between the Courier and Yango and neither Party shall have any right, power or authority to assume, create or incur any expense, liability or obligation, express or implied, on behalf of the other;

4. THE REGISTRATION AND ACCESS TO THE PLATFORM

4.1. The Courier who wishes to access the Platform shall complete the registration to the Platform.

4.2. Upon a successful completion of the registration, the Courier will, within a reasonable period, be provided with a login and password to access the Platform. Yango may reject the provision of the login and password for any reason.

4.3. The Courier shall not transfer the login and password to the Platform to any person and shall be solely liable for the protection and confidentiality of the login and password.

4.4. If your access to the Platform and(or) Yango Pro and(or) to requests of Users is terminated or suspended, you will not be allowed to re-enroll in the Application under another username during the term.

4.5. You will have access to the Platform twenty-four (24) hours a day and seven (7) days a week. Yango may at any time conduct preventive maintenance of Yango’s equipment which is used for the operation of the Platform. The total time of unavailability of the Platform associated with preventive maintenance shall not exceed twenty four (24) hours per month. The unavailability of the Platform may exceed twenty four (24) hours per month in the circumstances that require immediate action.

4.6. You shall obtain and maintain, all technical means (which includes without limitation smartphones and tablets with power supply, access to the Internet by any means etc.) required for accessing and usage of the Platform, and Yango shall never be required to provide such technical and other means or compensate for obtaining or maintaining any of them.

4.7. The Platform is provided on an “AS-IS” basis subject to the terms of the Licence Agreement available at https://yandex.com/legal/taximeter_mobile_agreement/#index__israel_en. Yango and its affiliated companies expressly disclaim all warranties and conditions of any kind or nature, whether written or oral, express or implied, including with respect to the merchantability, applicability for a particular purpose or use, title, performance, security, or non-infringement of third party rights. In addition, Yango expressly disclaims any implied warranty with respect to liability for the compliance with applicable laws, which shall be the Courier’s sole responsibility.

4.8. Yango endeavours to ensure the operation of the Platform without technical malfunctions and interruptions. However, Yango makes no warrant that (i) the operation of the Platform and(or) the Application will be accurate, uninterrupted, faultless and(or) error-free; (ii) the Platform and(or) Application will be free of vulnerability to intrusion or attack; and(or) (iii) disruptions and(or) impairments in the use of the Platform and(or) Application and(or) other data will not occur.

4.9. The Courier shall not (i) use the account of another person on the Platform or a false identity to create an account or register on the Platform; (ii) copy or change the information stored on the Platform; (iii) modify, adapt, translate, decrypt, decompile, disassemble or reverse engineer the Platform, or in any other manner decode the Platform or create derivative works based on the Platform.

5. SUSPENSION AND TERMINATION OF THE ACCESS TO THE PLATFORM

5.1. Yango reserves its right to suspend or terminate your access to the Platform at its sole discretion, without providing a reason or explanation, inter alia, if Yango becomes aware, regardless of the source of such awareness which may include without limitation any person, mass media, or a word of mouth, of an instance of the Provider’s non-compliance with these Terms or applicable laws including recurring instances of non-material non-compliance. Examples of such non-compliance include, inter alia, (i) charging fees that exceeds the limits specified in these Terms; (ii) provision to Yango false data and (or) information, including GPS data, performance of false and fraud requests; (iii) demonstrating discrimination on the Platform regarding Users’ requests; (iv) non -compliance with User’s requests; (v) unconscionable behaviour, rude or impolite behaviour or other misconduct; (vi) creating threat to the public health safety, dangerous driving, improper condition of a vehicle; (vi) disclosure of Users’ personal details to any person, sending unsolicited messages (SMS, e-mail or otherwise), or making unsolicited phone calls to Users; (vii) failure to pass a validation procedure of information provided by you (“photocheck”).

5.2. Prior to making a decision on suspension, Yango will aim to provide you with a summary of the claims raised against it, and allow it at least forty eight (48) hours to respond to such claims in writing through your account. However, should Yango believe that an immediate suspension of access to the Platform is warranted due to the nature of such material non-compliance, it may immediately do so.

6. REQUIREMENTS FOR DELIVERIES

6.1. You are aware that in order to receive Users’ requests for delivery services and provide them, you are required (i) install the Application (ii) and log into the Application with your login and password.

6.2. The Courier undertakes to provide delivery services using vehicle.

6.3. The Courier shall keep a rating of at least four (4) out of five (5) points as determined in the Yango Pro, and no courier with a lower rating is allowed to perform Requests.

6.4. Except for the Equipment (as defined below), the Courier is responsible for legally obtaining the equipment necessary for performing the delivery services and for all related conditions and expenses (e.g. licensing, fuel, insurance, maintenance services and any applicable taxes).

6.5. It clarified that the following items are prohibited to be delivered: (i) narcotic drugs; psychotropic, potent, toxic, radioactive, explosive, poisonous, caustic, flammable, and other dangerous substances, including those under pressure; (ii)firearms; pneumatic, gas or cold weapons and their parts, ammunition, fireworks, flares and bullets; (iii) foreign currency and banks notes; (iv) items and substances which, due to their nature or packaging may constitute a danger to people, or soil or ruin (damage) other cargo, surrounding people or items; (v) items requiring transportation in specially equipped vehicles, including but not limited to, refrigerated goods, food and beverages, and consumables; (vi) fragile items without special packaging; (vii) items of special personal value such as crafts, jewelry, gold and silver coins; (viii) hazardous substances or substances that may harm or endanger human or animal life, including objects that are prohibited from being sent under any law, or that a special license is required to be sent, including, but not limited to drugs, pharmaceuticals, biological and chemical materials; (ix) for cars,: objects and items exceeding 20 kilos (per a destination point) and/or 150 cm in length, width and height per object in total; long objects exceeding 150 cm in length (x) for two-wheeled vehicles : objects and items exceeding 15 kilos in total and/or 150 cm in length, width and height in total; long objects exceeding 150 cm in length; (xi) any other items for which delivery is prohibited or limited in Israel.

6.6. Providing the delivery services for the Users on two-wheeled vehicle, you shall use a scooter and(or) bicycle bag safely set on the vehicle .Yango may rent the Courier the following specially branded equipment: a bag and other devices (“Equipment”) for a deposit of 300 NIS (“Deposit Fee”).

6.7. The Deposit Fee will be returned to the Courier against return of the Equipment to Yango by the Courier within 10 calendar days of the termination of these Terms or the written request of Yango. If the equipment is not returned by the Courier in accordance with these Terms for any reason, the Courier will be charged the amount of the Deposit Fee. It is clarified that the Courier agrees and allows Yango to deduct the Deposit Fee from any amount that Yango owes Courier without derogating any other remedy available to Yango.

6.8. You are prohibited to use in any way and for any purpose any information on orders, Users, their addresses, delivered products or any other information that you become aware of in connection with these Terms, other than for the performance of delivery services in accordance with Users’ requests.

7. CONSIDERATION

7.1. For providing the delivery Services in accordance with the requests received by the Platform. the Courier may entitled to the Consideration in accordance with the Consideration Terms specified in Annex A.

7.2. For the purposes of the Clause ‎15.1 of these Terms, a decrease of the Consideration, specified in Annex A. will be a material change of these Terms and an increase of the Consideration, specified in Annex A, will be a non-material change of these Terms.

7.3. The Courier may be entitled to different incentive payments in connection with the Courier’s activity on the Platform. Notwithstanding any clause of these Terms, Yango is entitled to change the terms and conditions of the incentive payment at any time without any prior notice. All the relevant provisions of the Clause ‎7 shall apply to such incentive payments. For avoiding of the doubt, Yango may suspend and(or) cancel incentive payments in the event of the breach of these Terms, Platform standards at Yango’s sole discretion.

7.4. As a condition to providing the delivery services and receiving the Consideration, the Courier is required to join Ksys Ltd.'s Digital Invoicing Services by confirming the “Terms & Conditions of Joining the Digital Invoice Services” available at: https://yandex.com/legal/digital_invoices. The Courier hereby authorizes Ksys Ltd. (Company No. 515285120), trading as EZcount (www.ezcount.co.il), to produce, on its behalf, tax invoices with respect to any amounts that are due to the Courier from Yango pursuant to these Terms. Yango is not and shall not be responsible for Ksys Ltd.'s activity.

7.5. Payment of the Consideration is subject to the Courier’s delivery to Yango of a proper and accurate tax invoice and(or) receipt.

7.6. You agree and acknowledge that Yango facilitate delivery services provided by you for the Users and may determine prices and conditions of the delivery services other than specified in these Terms and any extra-charge for the Users shall be considered as Yango’s consideration in regards to using the Platform by the Users and the Courier waives any claim, suit or demand against Yango with respect to aforesaid herein.

7.7. The Consideration shall be paid monthly, but Yango is entitled to pay it more frequently. The transfer of the Consideration is subject to achieving the sum of 200 NIS by the Courier.

7.8. The Courier shall be solely responsible for, and shall pay, all taxes, levies, social benefits and any other payments required by applicable laws to be made in connection with these Terms. Yango shall deduct from all payments due and payable hereunder any taxes and related mandatory costs that must be deducted at the source or with respect to which Yango is otherwise deemed liable to pay according to applicable laws or the tax authority certificates the Courier has submitted.

8. TERM; TERMINATION

8.1. Each party may unilaterally terminate this agreement by notifying the other Party fifteen (15) days in advance.

8.2. Notwithstanding the aforementioned, Yango may terminate these Terms immediately without providing the Courier the notice period upon any of the following: conviction of any felony by the Courier involving moral turpitude affecting Yango or any crime involving fraud; intentional actions taken by the Courier to materially harm Yango; any material breach of the Courier's duties hereunder which, to the extent such breach is curable, has not been cured by the Courier within 14 (fourteen) calendar days after a notice containing a description of the breach or breaches alleged to have occurred was sent to the Courier by Yango.

9. INDEPENDENT CONTRACTOR

9.1. The parties hereto agree that the Courier shall act (and be considered for all purposes) as an independent contractor of Yango, and not as an employee or agent thereof. Accordingly, the Courier hereby confirms and represents that no employer-employee, agency, partnership or joint venture relationship exists or will exist between the Courier and Yango, and neither Party shall have any right, power or authority to assume, create or incur any expense, liability or obligation, express or implied, on behalf of the other; the Consideration is significantly greater than the compensation the Courier would have received had an employer-employee relationship existed between the parties; in the event that a duly authorized legal body or other authorised forum orders Yango to grant the Courier the rights and privileges of an employee for the delivery services or any other services rendered in accordance with these Terms (“Court Order”), the Consideration will be reduced to the minimum hourly wage for each hour of provision of delivery services, and the Courier shall indemnify Yango for any and all costs, liabilities and expenses Yango may have in connection with such demands and(or) obligation, including the economic value of such right and legal expenses.

9.2. As an independent contractor, You shall make any compulsory payments, including opening and maintaining a provident fund and making the necessary monthly contributions thereto, and also pay all taxes and any amounts due to the National Insurance Institute, all at your own expense, without the additional liability of Yango.

10. PERSONAL DATA PROCESSING

10.1. In Clause ‎10 hereof, the following capitalized words and expressions shall have the following meanings:

10.1.1. Data Protection Laws shall mean the PPL, Data Security Regulations, and other regulations promulgated pursuant thereto, and the applicable guidelines issued by the Privacy Protection Authority as periodically amended, replaced or superseded.

10.1.2. Data Security Regulations shall mean the Privacy Protection Regulations (Data Security), 2017.

10.1.3. ‘Courier’s Personal Details’ shall mean any Personal Details provided by the Courier, directly or indirectly, or otherwise collected by Yango or any sub-processor on its behalf in relation to the Courier, in connection with these Terms.

10.1.4. ‘Personal Details’ means data, as defined in the paragraph 7 of PPL.

10.1.5. ‘PPL’ shall mean Protection of Privacy Law, 5741 – 1981.

10.1.6. ‘User’s Personal Details’ shall mean any Personal Details collected through the Platform or otherwise collected by Yango or any sub-processor on its behalf in relation to the User.

10.2. Courier’s Personal Details. It is hereby clarified that Courier's Personal Details constitute Yango's Confidential Information. Courier’s Personal Details will be maintained by Yango in its registered database, and used for Yango's business purposes and interests. The Courier hereby grants Yango its consent to transfer and use such Personal Details for Yango's business purposes and interests (not necessarily in connection with Yango's engagement with the Courier), to maintain the Courier’s Personal Details in databases abroad (in countries which provide a level of protection which may be lower than the level provided under Israeli law) and to employ sub-processors to process such Courier’s Personal Details.

The Courier’s Personal Details is subject to Yango’s privacy policy available at https://yandex.com/legal/confidential.

10.3. User’s Personal Details.

10.3.1. The Courier acknowledges that as part of the Services under these Terms, The Courier shall collect or otherwise process User’s Personal Details through the Platform. It is hereby clarified that User's Personal Details constitute Yango's Confidential Information.

10.3.2. The Courier shall be responsible in relation to User’s Personal Details to:

10.3.2.1. process User’s Personal Details only for the purpose of performing its obligations under these Terms;

10.3.2.2. comply in all respects with all applicable Data Protection Laws;

10.3.2.3. assist Yango with responding to requests for exercising Users’ rights under Data Protection Laws;

10.3.2.4. protect User’s Personal Details in its possession against any accidental or unlawful destruction, loss, alteration, unauthorised or unlawful disclosure or access (collectively “Data Breach”), and against any other forms of the unlawful or unauthorised use or processing;

10.3.2.5. notify Yango without undue delay after becoming aware of a Data Breach, including all relevant available information required to enable Yango to comply with its reporting and other obligations under Data Protection Laws;

10.3.2.6. cooperate with Yango in connection with the investigation, mitigation and remediation of any Data Breach, and take all reasonably necessary corrective actions;

10.3.2.7. at Yango's discretion, delete or return to Yango all User’s Personal Details in its possession upon termination of these Terms; and

10.3.2.8. make available to Yango or any auditor mandated by Yango all information necessary to demonstrate compliance with its obligations in this Section of these Terms ‎and the Data Protection Laws.

10.3.3. The Courier shall maintain documentation regarding compliance with the requirements of Clause ‎‎10 hereof, including without limitation investigation of any complaints or investigation of possible breaches of Clause ‎‎10 hereof, which shall be provided to Yango upon request.

10.3.4. The Courier shall provide Yango with all the information reasonably required to verify compliance with the provisions of this Section ‎‎10 of these Terms and applicable Data Protection Laws, and any information that Yango may request in order to meet its obligations under the Data Protection Laws.

The Courier shall not, in any manner, collect, process, or use any User’s Personal Details for any unauthorised or illegal purpose or in an illegal manner.

11. CONFIDENTIALITY

11.1. The Courier shall keep confidential the provisions of these Terms and all materials and information received from Yango and the Platform, including Users’ details and their orders, addresses and other personal information, and not use the confidential information for any purpose other than using the Platform under these Terms. The rights and obligations under this Section will survive the termination of these Terms.

12. LIMITATION OF LIABILITY

12.1. Yango shall not be held liable to the Courier, its affiliates, and (or) its clients (contractors, partners, users, and other persons) for any indirect and (or) consequential loss or damage (whether for loss of profit, loss of business, loss of information, loss of production and (or) business, or otherwise), costs, expenses, or other claims for consequential compensation whatsoever (howsoever caused), regardless of whether or not the Courier could have foreseen the possibility of such loss or damage in a particular set of circumstances, and regardless whether or not Yango acted with intent, gross negligence, negligence, or innocently, which [loss, damage etc] arise out of, or in connection with, these Terms.

13. INDEMNIFICATION

13.1. The Courier shall indemnify and hold harmless Yango, its affiliates, employees, directors, officers, and agents for any liability, damage, losses, and expenses, which, directly or indirectly, result from, relate to, or are connected with (without limitation): (i) using the Platform; (ii) the intentional, negligent, or innocent non-performance or improper performance of any of its duties under these Terms or applicable laws; (iii) any damage of any sort, whether direct, indirect, special or consequential, the Courier may cause to any third party which relates to the provision of the delivery services by the Courier (iv) the Courier's violation of any third party intellectual property rights, privacy rights or other rights.

14. INTELLECTUAL PROPERTY RIGHTS

14.1. All intellectual property rights including inventions, patents and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs whether or not registered and(or) capable of being registered (collectively, “Intellectual Property”), are owned by Yango and(or) third parties on its behalf and(or) third parties granting Yango use of the Intellectual Property, and are subject to copyright and other applicable intellectual property rights under Israeli laws, non-domestic laws and international conventions. You may not copy, distribute, display, execute publicly, make available to the public, emulate, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use of, sell, rent, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material that is subject to Yango’s proprietary rights, including its Intellectual Property, either by yourself or by anyone on your behalf, in any way or by any means, unless expressly permitted in these Terms.

15. AMENDMENTS

15.1. Yango may make any changes to these Terms at any time, at its sole discretion. Yango shall send advance notification of any material changes to these Terms via email and(or) the Platform at least 15 (fifteen) calendar days prior to the time such changes take effect. No other changes shall require notification. Changes to these Terms arising from any change in the provisions of any law shall come into effect in accordance with the provisions of the law, without the need for any advance notification.

15.2. If you do not agree to any changes made to these Terms, you must refrain from continuing to use the Platform.

15.3. If you continue to use the Platform and(or) to receive orders through it, after any said changes, you shall be deemed to have accepted the new version of these Terms.

16. MISCELLANIOUS

16.1. The preamble and annexes to these Terms constitute an integral and indivisible part hereof. In these Terms, words importing the masculine gender shall include the feminine gender.

16.2. The laws of Israel shall apply to these Terms and the exclusive place of jurisdiction in any matter arising out of or in connection with these Terms shall be the competent courts of Tel Aviv.

16.3. No failure or delay of forbearance of either party in exercising any power or right hereunder shall in any way restrict or diminish such Party's rights and powers under these Terms, or serve as a waiver of any breach or non-performance by either party of any terms of conditions hereof.

16.4. Unless expressly permitted in these Terms, the Courier may not assign or delegate any of the Courier’s rights, duties or undertakings under these Terms to any third party without the prior written consent of Yango, and any unauthorized assignment or delegation shall be null and void.

16.5. In the event it shall be determined under any applicable law that a certain provision set forth in these Terms is invalid or unenforceable, the remaining provisions of these Terms shall not be affected.

16.6. These Terms and documents referenced herein constitute the entire understanding and agreement between the parties hereto, and supersede any and all prior discussions, agreements and correspondence with regard to the subject matter hereof.

Date of publication: February 26, 2021