The E-SERVICE Agreement

Yango.Delivery IL Ltd. (“Yango” or “the Company”) welcomes you (“You” or “Service Provider” or “Service Partner”) to Yango Platform (“the Platform”).

This E-Service Agreement (hereinafter referred to as “the Agreement”) covers the Parties’ relations arising when a Service Provider (hereinafter referred to as “You” or “Service Provider”) uses the Platform to accept requests of users of Yango app who needs your services (“User”) in the territory of the State of Israel on the terms and conditions below.

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

By registration to the Platform, entering, connecting to and (or) using the Yango Pro App, you acknowledge that you have read and understood this Agreement, 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 THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU SHALL EITHER DELETE THE APPLICATION FROM YOUR MOBILE DEVICE, OR STOP USING OR ACCESSING THE PLATFORM.

1. DEFINITIONS AND INTERPRETATION

In this agreement the following capitalised words and expressions shall have the following meanings:

“Platform” shall mean various services provided via Yango’s technological platform which include without limitation Yango Pro App, Partner Web Interface and other related services, websites and interrelated support service systems, which Yango may update or modify at its own discretion from time to time. Any reference to the Platform includes a reference to any and all parts of the Platform. The Platform includes two main functional parts: an application for OS/Android (the “Application”) and a web interface (the “Web Interface”).

“Yango Pro App” or “Application” shall mean a part of the Platform that (a) enables to receive Requests in an automatic mode and (b) has various functional capabilities fully described in the Yango Pro App manual.

“Web Interface” shall mean a functional part of Yango Pro available to You after authorization, using the login and password, helping You to make settings for Yango Pro to fit its preferences, in view of available options, remotely interact with Yandex hereunder, and providing access to Yango Pro usage statistics and to the Statistics Data.

“Yango app” shall mean a software and hardware package of Yango, which helps users to place requests for services in the transportation of passengers and baggage by passenger taxi and(or) delivery services automatically processes and transfers requests of users to the Customer.

“Transfer” shall mean (i) transportation of passengers and (or) baggage; and (or) (ii) provision of services related to such transportation and (or) baggage services (if any).

“Statistical Data” shall mean Yango’s automated systems data, which may contain without limitation data for the calculation of the amount of the Platform service fee and any other data relating to the performance of the Agreement, as available at the Partner Web Interface.

“Reporting Period” shall mean the relevant calendar month.

2. THE PLATFORM

2.1. Yango provides the Platform allowing you to receive Users’ Requests for the transportation of passengers and baggage by passenger taxi and(or) exchanging data with Yango app and providing you with other functional capabilities, which are fully described in the manual for the Yango Pro.

2.2. Access to the Platform will be granted only if you are registered as a Service Provider at Yango and agreed with this Agreement.

2.3. 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 this Agreement or any applicable laws.

2.4. 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 or respond to any motion to restore access – and keep you blocked.

2.5. 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.

2.6. 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

3.1. As a Service Provider, You acknowledges, confirms, and declares that:

3.2. You are legally capable to enter into the agreement with Yango and enter into the Agreement.

3.3. You have registered as a licensed dealer or exempted dealer at the Israeli tax authorities, have a self-employed status at Income tax authority and the National Insurance Institute and may 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 will apply exclusively to you, with regard to (i) any Transfer or other services that has been provided by you with, through, or by means of the Platform, (ii) reporting and paying the tax liability for this Transfer or other services, and (iii) issuing tax invoices associated with these Transfer or other services. Yango is and will not be responsible for issuing any tax invoice by any third party that may be engaged for that purposes.

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 Service Provider 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 Service Provider who wishes to access the Platform shall complete the registration to the Platform.

4.2. Upon a successful completion of the registration, the Service Provider 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 Service Provider 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 App 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 (including the Web Interface) 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.

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 this Agreement 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 the Agreement; (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 (“photo check”).

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. PERFOMANCE OF TRANSFERS

6.1. You shall ensure that at all times the quality of the Transfer services rendered to the users satisfies their requests, the provisions of the Agreement, and applicable laws.

6.2. You shall at all times present itself to any person as a provider of the Transfer services and be responsible towards Users for the Transfer services rendered to them, which includes without limitation full responsibility for the rides, Users’ security and safety, safety of Users’ luggage and personal belongings, etc.

6.3. To improve the Users’ experience of using the Service by providing to them advance information on the Transfer fees, to attract new Users and, consequently, to increase the number of issued requests on the Platform, and to ensure transparency and predictable financial outcomes of performance of the Agreement, the Parties hereby agree the Transfer Fee Policy available at https://yandex.com/legal (hereinafter: “Transfer Fee Policy”).

6.4. Fees for your services paid by User is calculated and determined in accordance with the Transfer Fee Policy.

6.5. You accept and acknowledge that Yango may organize and participate in promotion activities for Users whether on its own or in cooperation with third parties aimed to promote and advertise your services. Within the promotion activities the Users are entitled to pay reduced Transfer Fee and you waive any claim, action, demand against Yango related to payment of such reduced Transfer Fee.

6.6. If You has accepted a User’s request, you undertake that at all times (i) a vehicle is available at the location and time specified in the Request (ii) the free waiting time (i.e., which is calculated from the moment when a ‘waiting’ signal has been sent via the Platform by a Driver) is at least equal to the free waiting time as specified in accordance with Transfer Fee Policy; (iii) no phone calls are made to a User who has activated the ‘Do Not Call Me’ option unless it is necessary to ascertain the pick-up location or a driving route to the pick-up location and there is no other means to ascertain this information; (iv) the Transfer Fee never exceeds (a) the Maximum Tariffs and (b) the Transfer Fee, which is calculated in accordance with the Transfer Fee Policy; (v) to comply with the relevant provisions of the Cancelllation Policy regarding cancellation of the Requests.

6.7 Deliveries of the following are prohibited:

• narcotic drugs; psychotropic, potent, toxic, radioactive, explosive, poisonous, caustic, flammable, and other dangerous substances, including those under pressure;
• firearms; pneumatic, gas or cold weapons and their parts, ammunition, fireworks, flares and bullets;
• foreign currency and banks notes;
• 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;
• items requiring transportation in specially equipped vehicles, including but not limited to, refrigerated goods, food and beverages, and consumables;
• fragile items without special packaging;
• items that are not wholly owned by The User, or that the User does not have the legal right to deliver;
• objects with a monetary value exceeding 500 NIS, or items of special personal value such as crafts, jewelry, gold and silver coins;
• hazardous substances or substances that may harm or endanger human or animal life;
• 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;
• objects and items exceeding 20 kilos and/or 150 cm in length, width and height in total; long objects exceeding 150 cm in length.
• any other items for which delivery is prohibited or limited in Israel.

6.8. It is agreed that Users’ complaints with regard to their requests and relevant transfer services are replied and all required measures are taken within twenty-four (24) hours of the complaint receipt by the Provider or sooner if the nature of the complaint requires a more immediate response.

6.9. The Peak Hours Coefficient as determined in the Transfer Fee Policy may apply to the Transfer fees in accordance with the Transfer Fee Policy.

6.10. Yango may change the Maximum Tariffs in accordance with Transfer Fee Policy. The Service Provider herewith consents to and agrees with such changes in advance.

7. PROMOTIONAL AND INFORMATIONAL MATERIALS (PIM)

7.1. Yango may provide you with PIM, and the Service Provider shall place such PIM. The particular details of the PIM’s placement (including without limitation number of Vehicles with PIM, instruction in regard to PIM placement, commercial terms etc) are communicated to the Service Provider by Yango by e-mail.

7.2. With regard to PIM, the You undertake to:

7.2.1. obtain all necessary permits and (or) approvals required by applicable laws for placing the PIM;

7.2.2. ensure that the PIM are placed in full compliance with the applicable laws including all technical regulations.

7.2.3. ensure that the PIM placement does not create a threat to people and traffic safety, including without limitation the PIM do not limit the sight of and do not distract the drivers and(or) courier and other road users;

7.2.4. provide weekly reports on the number of Vehicles carrying PIM by sending them to Yango by e-mail and(or) the Platform;

7.2.5. notify Yango if the PIM are unsafe, unreadable or otherwise unfit and require restoration and (or) replacement;

7.2.6. if You have the required capabilities, restore the unreadable PIM;

7.2.7. if the spare PIM are available with you, replace the unsafe, unreadable, or otherwise unfit PIM.

7.3. Upon receipt of Yango’s request by e-mail and(or) the Platform, You undertake:

7.3.1. within two (2) hours provide pictures of the PIM placed by sending them to Yango as an Electronic Notice;

7.3.2. within twenty-four (24) hours remove and (or) replace the PIM in full compliance with Yango’s request; or

7.3.3. within twelve (12) hours comply with other requirements as contained in Yango’s request.

7.4. If an advertising device (including any related equipment) including lightboxes (the “Device”) has been installed on a Vehicle, the following provisions shall apply with respect to such device and Vehicle:

7.4.1. the Lightbox shall remain at all times in the sole ownership and title of Yango.

7.4.2. Upon the Service Provider’s request, Yango may refer him to one of the installators, authorized by Yango where the Device can be installed on a vehicle.

7.4.3. the receipt and installment of the Device on the Vehicle shall constitute a the Provider’s approval that the Lightbox was received in good condition, unless, upon receipt of the Device, the Service Provider provided a Written Notice to Yango with a detailed description of any defect and (or) malfunction of the Lightbox.

7.4.4. the Service Provider undertakes that the Device shall be cleaned and maintained by the Service Provider at all times, in accordance with Yango’s instructions;

7.4.5. The Service Provider acknowledges and agrees that he and(or) associated with him drivers and(or) couriers will be requested from time to time to send photos of the installed Lightbox on the vehicle upon a request provided through the Yango Pro;

7.4.6. the Provider shall be liable for any damage caused to the Device, and shall bear any and all expenses which may be accrued in connection with the repair of damage to the Lightbox. In addition, the Service Provider shall fully reimburse Yango in any case of theft, loss or unrepaired damage to the Device;

7.4.7. upon the earlier of (i) the termination or expiration of the Agreement, or (ii) seven (7) calendar days after the sending of Yango’s notice by e-mail requesting the return of the Lightbox, the Provider returns the Device in the same physical condition as it was provided by Yango.

7.4.8. The Provider agrees and acknowledge that the Lightbox’s cost is 1,000 (one thousand) NIS (the “Device Cost”). If the Provider does not return the Device in accordance with provisions of Clause ‎8.4.7, Yango is entitled to deduct the Device Cost from any sums which the Provider is entitled to.

8. CONSIDERATION AND PAYMENTS

8.1 Yango will charge the payment for delivery services from the end-user (“the Payment”), and the end user will receive a receipt right after the payment. Regardless to the payment, and without you have any possibility to argue and/or claim anything in regard, Yango will pay you for your services the tariff showed in the Platform for the specific delivery.

The date of payment will be as agreed between you and Yango.

8.2 The payments will be processed with an eligible electronic payments processor, and will be subject to international money processing systems, banks and any other relevant.

8.3 It is clarified, that if the end-user does not agree with the service and/or tariff that been charged from his linked credit card, he has the right to contact Yango through the platform, within 14 days counted from the payment date or any other date that he wishes to contact regarding to (“CS motion”).

8.4 If after the CS motion is checked by Yango, Yango will decide to refund the end-user, fully or partly, the refund will be processed with an eligible electronic payments processor, and will be subject to international money processing systems, banks and any other relevant. If Yango is not a part of the process, then Yango can transfer the motions to the service partner or to any other relevant who received any payment in regard.

8.5 The terms mentioned above in this section will not be relevant if any third party is paying for the delivery service instead of the end-user as part of a separate agreement between the third party and Yango.

8.6. The Services Provider shall pay Yango, with his approval to Yango to keep the E-Service Fee, the consideration for the services of the Platform (the “E-Service Fee”) as prescribed in this Clause below and subject to confirmation of “Terms & Conditions of Joining the Digital Invoice Services”. Ksys Ltd. (Company No. 515285120), trading as EZcount (www.ezcount.co.il), has been authorised by the Service Provider to produce, on its behalf, tax invoices with respect to any amounts (but regarding delivery services - excluding the Transfer Fee that has been collected by Yango, which means non-cash payments that are due to the Service Provider from the Users as the Transfer Fee) that are due to the Service Provider from Yango and (or) users and(or) third parties pursuant to the Agreement and (or) any other agreement entered into between the Parties.

8.7. The Parties expressly agree and confirm that for all purposes of the Agreement, including without limitation the calculation of the Platform service fee, they will use Statistical data. For the avoidance of doubt: the amount of the E-service Fee includes the remuneration of Yango for performance of the Assignment as defined in Clause ‎10 of the Agreement. The E-Service Fee is subject to Israeli VAT, which will be added on top of the E-Service Fee amount specified herein.

8.8. Yango may provide a discount on the E-Service Fee in any month.

8.9. Subject to Clause ‎9.8 of the Agreement, Yango shall, by the end of the tenth (10th) business day of a Reporting Period, send an invoice in regard to the E-Service rendered in the immediately preceding Reporting Period (hereinafter referred to as the ‘Invoice’). Any invoices shall include the full amount of the E-Service Fee, which Yango kept in its hands. If, within 10 business days from the date of the Invoice receipt, Yango has not, for any reason, received from the Service Provider a written notice with the objections, relevant justifications, and explanations, then the Service Provider shall be deemed to have accepted and agreed with the content of the invoice and to have confirmed that the E-Service rendered in the relevant Reporting Period in all respects satisfy the Agreement.

8.10. If it is revealed that adjustments to the amount of the E-Service Fee in a relevant Reporting Period are required then such adjustment of the E-Service Fee shall be made either (i) in a following Reporting Period (meaning that the amount of the E-Service Fee in a following Reporting Period will be either increased or decreased as the case may be), or (ii) in any other Reporting Period as may be determined pursuant to the operation rules of Yango’s internal systems but in any case no later than 6 months from the Reporting Period to which the relevant Invoice relates.

8.11. Yango may change the E-Service Fee and any time and shall notify the Provider on the change of the E-Service Fee by sending a notice via Yango Pro and(or) via e-mail to the Service Provider at least thirty (30) calendar days’ prior to the time and date when such changes take effect. If the Service Provider does not wish to be bound by a changed E-Service Fee, it may unilaterally terminate the Agreement by giving to Yango a written notice thereof at least seven (7) calendar days prior to the date of the intended termination. The Agreement shall be deemed terminated from the later of: the termination date specified in the Counterparty’s Written Notice or the eighth (8th) day from the date of receipt of the notice by Yango.

9. AGENCY ASSIGNMENT

9.1. The Service Provider hereby instructs Yango to take practical and other steps related to (jointly, the ‘Assignment’):(i) receipt of non-cash payments that are due to the Service Provider from Users, (ii) deduction (including without limitation a deduction of the E-Service Fee, and any other amounts due to Yango from the Service Provider, irrespective of the origin of such indebtedness; any required Israeli tax withholding) of any amounts from the money received by Yango from Users as and when Yango considers such deductions necessary; (iii) transfer of the money received from Users (less any deductions) to the Provider; (iv) consideration of Users’ complaints concerning the rides and(or) deliveries and Transfer Fees for rides, refunding, either in full or in part, fees to Users; (v) apply to the Israeli tax authorities in order to settle all tax-related issues associated, directly or indirectly, with the E-Service (vi) other actions that are ancillary to the Assignment as Yango considers necessary.

9.2. Any funds that are received by Yango pursuant to the Assignment shall be transferred by Yango to the Service Provider’s bank account as follows: (i) Yango shall determine on a weekly basis whether the Transfer Fee, as accumulated by Yango, is equal to or exceeds 10, 000 NIS (the ‘Transfer Threshold’);(ii) If the Transfer Threshold has been reached, then Yango shall make any set off and deductions; (iii) if after the relevant set off and deductions the remaining amount is equal to or exceeds the Transfer Threshold, then Yango shall transfer this amount to the Service Provider’s bank account specified in the Country Terms within one (1) calendar week (the ‘Transfer Period’); For the avoidance of doubt, if by the time of the transfer the funds that are received (after set-off and deductions) by Yango pursuant to the Assignment are less than the Transfer Threshold, Yango is not obliged to make the transfer until (i) the Transfer Threshold has been reached and (ii) next Transfer Period has commenced. The date of actual receipt of the funds (as transferred by Yango) by the Service Provider may differ from the date when the respective monetary amount is debited from Yango’s settlement account, and Yango shall not be held responsible for any delays that has occurred after it is deemed to have made the transfer.

9.3. The Service Provider is solely responsible that its bank details are accurate in all respects, and any delays and expenses that result from inaccuracy of the Service Provider’s bank details shall be compensated by the Service Provider to Yango.

9.4. It is agreed that Yango may deduct the E-Service Fee and any other amounts due to Yango from the Service Provider (irrespective the source of such indebtedness) and (or) any required Israeli tax withholding, from any amounts due from Yango to the Provider pursuant to the Assignment without the additional approval of the Provider.

9.5. The remuneration for performance of the Assignment is included into the E-Service Fee.

9.6. The Service Provider accepts and acknowledges that (i) Yango does not have, and is not expected to receive, any licence or permission that will enable Yango to provide payment services; (ii) the relationships between Yango and the Service Provider are the relationships of an agent and the principal and are not of a beneficiary and trustee, and (iii) Yango is not acting, and is not expected to act, in a capacity of trustee of the Service Provider.

9.7. Yango is not obliged to receive any cash payment from Users which shall not be considered as a breach of the Agreement.

9.8. The Service Provider’s Assistance. The Provider shall timely assist Yango with performing the Assignment which includes without limitation: (i) provision to Yango of all relevant, correct, up-to-date, and accurate information and documents required for fulfilling the Assignment, including without limitation the information concerning the Transfer Fee; (ii) ensuring that the Assignment does not violate, and entails no violation of, rights of any person and (or) the applicable laws, (iii) execution and delivery of all relevant documents as required by laws when rendering the Transfer services, including without limitation receipts and tax invoices etc.

9.9. Yango’s Reporting. Yango shall, within ten (10) calendar days from the receipt of a written notice from the Service Provider, provide to the Service Provider all relevant information about the Assignment that has been requested in the Service Provider’s notice.

9.10. Yango shall, within ten (10) calendar days from the end of a relevant Reporting Period, provide to the Service Provider a report containing the details on the performance of the Assignment in the relevant Reporting Period (the ‘Agency Report’).The Agency Report may include, inter alia, (i) the total amount of the Users’ non-cash payments received by Yango pursuant the Assignment; (ii) the total amount of the E-Service Fee due to Yango in the relevant Reporting Period; and (iii) any details of deductions in the relevant Reporting Period.

9.11. If the Service Provider has any objections to anything included in the Agency Report, it will provide a notice containing reasoned and substantiated objections within fifteen (15) calendar days from the date of receipt by the Service Provider of the Agency Report. If the Service Provider does not deliver to Yango a written notice containing reasoned and substantiated objections relating to the Report for the abovementioned period of time, then the Agency Report is deemed to be unconditionally approved and accepted by the Service Provider without reservations.

9.12. The Service Provider undertakes to immediately, at Yango’s notice by e-mail and(or) the Platform, provide Yango with all the requested information related to fulfilment of confirmed Requests from Users, and to assist Yango, as reasonably requested Yango, in settlement of any complaints, suits, investigations or proceedings.

9.13. In case of untimely transfer of any amounts under this Agreement by the Service Provider, the Service Provider undertakes to pay to Yango interest at the rate of 0.1% of the outstanding amount for each day of delay, but no more than 10% per year of the outstanding amount, subject to the applicable laws.

9.14. If the Service Provider breaches the obligations regarding the Assignment, the the Service Provider undertakes to compensate Yango by paying the higher of (a) pre-agreed liquidated damages amounting to 100 NIS for each violation, or (b) Yango’s damages and its legal costs and expenses.

10. TERMINATION

10.1. The Agreement can be terminated:

• by agreement of the Parties at any time;
• by either Party, in the manner of unilateral repudiation of the Agreement, by giving written notice to the other Party at least thirty (30) calendar days prior to the date of termination;
• by Yango, in the manner of unilateral repudiation of the Agreement, by giving written notice to the the Service Provider, if the Service Provider failed to respect the terms of the Agreement, if such failure was not remedied by the Service Provider within a reasonable period of time, but, in any case, no more than ten (10) calendar days from the date of notifying the the Service Provider by e-mail thereof;
• on any other grounds stipulated by this Agreement and/or applicable laws.

10.2. If the Service Provider fails to comply with any terms and conditions of the Agreement and (or) the applicable laws, Yango may without incurring any liability to the Service Provider and (or) any person:

10.2.1. immediately, without notice, suspend or terminate the Service Provider’s access to the Platform, or any part thereof, until the the Service Provider has fully remedied any incompliance to the satisfaction of Yango; and (or)

10.2.2. terminate the Agreement upon a written notice by Yango to the Service Provider with an immediate effect upon postage.

10.3. The obligations of the Parties hereunder, which, by their nature, shall continue to be valid (including the obligations related to the confidentiality of information, remaining settlements, the use of information) shall remain in force after the expiration of the Agreement.

10.4. The termination of the Agreement on any grounds shall not exempt the Parties from liability for violations of the terms of the Agreement arising during the term of its validity.

11. PERSONAL DETAILS COLLECTION AND PROCESSING

11.1. Service Provider’s Personal Details. It is hereby clarified that Provider's personal details as it is defined in Protection of Privacy Law, 5741 – 1981 (hereinafter – “Personal Details”), constitute Yango's Confidential Information. The Service Provider’s Personal Details will be maintained by Yango in its registered database, and used for Yango's business purposes and interests including companies in the group [Yango Delivery Israel Ltd., Yango Taxi Israel Ltd., Wind Tel Aviv Ltd. (hereafter together: “Yango group”]. The Service Provider hereby grants Yango group its consent and a non-exclusive unlimited licence and represents that it has obtained the Service Provider's unconditional consent, to transfer and use such Personal Details for Yango's group business purposes and interests, as well as for the purpose of protecting its rights, assets and users , for validation of the Service Provider’s identity and provided information and his/her right to provide and maintain the Platform under the applicable laws, to maintain the Service Provider’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 personal details of drivers. The personal details of drivers are subject to Yango’s privacy policy available at https://yandex.com/legal/confidential.

11.2. The Service Provider hereby declares that it is legally authorized and authorized to provide Yango the following information regarding performance of passenger transportation services:

11.2.1. geographical location data (GPS tracks) of the Driver’s Vehicle;

11.2.2. a Vehicle’s status data (that is ‘available’, ‘waiting’, ‘driving’ and other signal as available in the Platform);

11.2.3. Driver and courier’s personal details including full name, date of birth, address, driving licence details, phone number.

11.2.4. Vehicle’s details including licence plate number and manufacturer (if applicable), the date of expiry of yearly registration, insurance details and other details requested by Yango (if relevant).

In order to validate information and details as set forth in Clause ‎12.2 of the Agreement, Yango may request you to provide photos and(or) scanned copies of Identification card, driving license, car registration certificate, insurance certificate, photos of Vehicle’s interior and exterior.

11.3. If the Service Provider receives from Yango a request related to an accident involving a User and occurred during the rendering the passenger transportation services (including without limitation a road traffic accident or any other accident involving a threat to life, health, well-being, and (or) property of a User or third parties), the Service Provider shall immediately provide to Yango the information and documents mentioned in the request including documents issued by a public authority overseeing traffic safety and any other authorised body involved into the accident investigation. Yango may provide such information and documents to a User affected and (or) otherwise involved in such incident.

11.4. The Service Provider acknowledges that as part of the services under the Agreement and (or) any other agreement entered between the Parties it shall collect or otherwise process through the Platform the Personal Details of Users. It is hereby clarified that User's Personal Details constitute Yango's Confidential Information.

11.4.1. The Service Provider shall be responsible in relation to the Users’ personal details, to:

11.4.2. process the Users’ personal details only for the purpose of performing its obligations under the Agreement and (or) any other agreement between the Parties; and

11.4.3. at Yango's discretion, delete or return to Yango all the Users’ personal details in its possession on suspension the access to the Platform and (or) termination of the Agreement and (or) any other agreement between the Parties; and

11.4.4. comply in all respects with all applicable data protection laws and regulations;

11.4.5. assist Yango with responding to requests for exercising Users’ rights under data protection laws;

11.4.6. protect the 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 unlawful or unauthorised use or processing;

11.4.7. co-operate with Yango in connection with the investigation, mitigation, and remediation of any Data Breach and shall take all reasonably necessary corrective action;

11.4.8. 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;

11.4.9. make available to Yango or any auditor mandated by Yango, all information necessary to demonstrate compliance with its obligations in this Section ‎and the data protection laws.

11.5. The Service Provider shall maintain documentation regarding compliance with the requirements of this Section ‎12 of the Agreement, including without limitation investigation of any complaints or investigation of possible breaches of this Section ‎12 of the Agreement, which shall be provided to Yango upon request.

11.6. The Service Provider shall provide Yango with all the information reasonably required to verify compliance with the provisions of this Section ‎12 of the Agreement and the applicable data protection laws and any information that Yango may request in order to meet its obligations under the Data Protection Laws.

11.7. The Service Provider 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.

12. LIMITATIONS OF LIABILITY

12.1. The Platform is provided on an "as-is" basis. Yango and its affiliated companies expressly disclaims all warranties and conditions of any kind or nature, whether written or oral, express or implied, including with respect to the merchantability, fitness 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 compliance with applicable law which shall be Service Provider’s sole responsibility.

12.2. Yango shall not be held liable to the Service Provider, 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 Service Provider 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, the Agreement.

12.3. The Service Provider acts as independent contractor on the Platform and you are responsible towards Users for the services of the transportation of passengers and baggage by passenger taxi rendered to them, which includes without limitation full responsibility for the rides, Users’ security and safety, safety of Users’ luggage and personal belongings, parcels.

12.4. Yango will use its best endeavours to ensure the operation of the Platform and(or) the Application without technical malfunction and without interruption. 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; (iii) the the Platform and(or) the Application and(or) the Services will be free of vulnerability to intrusion or attack; and/or (iv) disruptions and/or impairments in the use of the Platform and(or) the Application and/or other data will not occur.

13. INDEMNIFICATION

13.1. The Service Provider shall indemnify and hold harmless Yango, its Affiliates, employees, directors, officers, and agents for any liability, damage, losses, and expenses, which, directly or indirectly, resulted from, related to, or connected with (without limitation): (i) the Service Provider’s intentional, negligent, or innocent non-performance or improper performance of any of its duties under the Agreement and applicable laws. The Service Provider shall, among other things, at its own expense use all efforts to settle amicably any claims, complaints, and (or) actions that have been threatened to be submitted or have been submitted against Yango; however, this does not preclude Yango from settling of and (or) defending itself from any such claims, complaints, and (or) actions; (ii) the circumstances as provided for in the Agreement.

13.2. The Service Provider within ten (10) calendar days from the receipt of a notice from Yango, reimburse to Yango any amounts of liability, damage, loss, and expenses, as listed in such notice, that have been sustained by Yango in the circumstances described in Clause ‎14.1 of the Agreement. If the Service Provider has not complied with the provisions of this Clause in any respects, then the Service Provider shall pay to Yango either (i) predetermined liquidated damages amounting to 1,000 (one thousand) NIS, or (ii) Yango’s actual damage, at Yango’s choice, for each instance of such non-compliance within ten (10) calendar days upon the receipt of a notice from Yango.

14. MISCELLANIONS

14.1. Governing law. The Agreement and any non-contractual obligations arising out of or in connection with the Agreement shall be governed by and construed in accordance with law of the State of Israel, without regard to its conflict of law provisions.

14.2. Dispute Resolution. The Parties agree that they will aim to resolve any claim, dispute, difference, or controversy of whatever nature arising under, out of, relating to or in connection with the Agreement (hereinafter referred to as the ‘Dispute’), by means of friendly negotiation. If the Parties cannot resolve their differences that gave rise to the Dispute, any Party may refer the Dispute to the competent courts in Tel-Aviv which shall have sole jurisdiction with respect to such Dispute.

14.3. Relation between the Parties. The Parties fundamental intention is not to create an employment relationship between Yango and the Service Provider and (or) couriers. The Service Provider undertakes to pay all taxes and mandatory payments with respect to couriers. If, despite of the Parties’ intention, a Governmental Authority shall determine that couriers were the Yango’s employees, the The Service Provider will indemnify and hold Yango harmless for all the consequences of such determination and all of Yango’s damages.

14.4. YANDEX and Yandex Group companies of are committed to the highest standards of business ethics in all activities. Yandex and Yandex Group companies expect service providers to abide by the principles of business conduct set out in the Yandex Group Supplier Code of Conduct. A copy of the Yandex Group Supplier Code of Conduct is available in the corporate section of the Yandex portal at: https://company-docs.s3.yandex.net/procurement/docs/Supplier_Code_ENG_2021.pdf.

14.5. The Parties adhere to the applicable anti-corruption laws.

The Parties hereby acknowledge and confirm that they have adopted a policy of zero tolerance to bribery and corruption, envisaging a total ban of any corrupt practices and on any facilitation payments.

The Parties, their affiliates, employees, as well as intermediaries and representatives directly or indirectly involved in the performance of obligations of the Parties (including agents, commission agents, customs brokers and other third parties) shall not accept, pay, offer to pay and allow (authorize) the payment/acceptance of any funds or transfer of any benefits (including intangible), directly or indirectly, to/from any persons for the purpose of influencing the actions or decisions with the intention to obtain any improper advantage, including bypassing the procedure established by the laws, or pursuing other illegal purposes.

This clause constitutes representations material for the Parties. The Parties rely on these representations when entering this Agreement.

Either Party may unilaterally withdraw from the Agreement in case the other Party violates the obligations stipulated by this clause, by written notice and without recourse to the courts. The Agreement shall be terminated upon 10 calendar days from the date of the receipt of such written notice by the Party.

If a Party suspects that any provisions of the present clause have been violated or might be violated, the Party concerned undertakes to immediately notify the other Party of its suspicions in writing.

The Parties agree that they will use the following addresses to report any violation/risk of violation of the present clause:

To notify Yango: hotline@ethics.online

To notify the Service Provider: e-mail address specified at registration.

14.6. Every payment payable by the Service Provider under the Agreement shall be made in full without any set off or counterclaim howsoever arising and shall be free and clear of, and without deduction of, or withholding for or on account of, any amount which is due and payable to Yango under the Agreement. Yango may set off or deduct any amount from any payment that is due and payable to the Service Provider pursuant to the Agreement without any notice to or agreement or permission of the Service Provider and without signing any document.

14.7. The Agreement referred to therein jointly (i) constitute the entire agreement between the Parties with regard to the subject matter contained therein and (ii) supersede all prior agreements and understandings, both oral and written, between the Parties with respect to the subject matter of these agreements.

14.8. Unless otherwise expressly provided for in the Agreement, neither Party may at any time assign, transfer, charge, pledge, or deal in any other manner with the Agreement or any of its rights and (or) obligations under it, nor purport to do so, without a prior written permission of the other Party. Yango may at any time assign the Agreement or any of its rights and (or) obligations under it to Yango’s affiliate company.

14.9. You hereby agree that Yango may amend this Agreement when considers necessary at its sole decision. Material changes shall be accompanied by a prior notice via the Platform and(or) Yango Pro App and(or) Web Interface. Changes of this Agreement affected by the law shall come into effect in accordance with provisions of such law and without prior notice via the Platform and(or) Yango Pro App and(or) Web Interface. If you continue use the Platform and(or) Yango Pro App after such changes, you confirm and accept new version of this Agreement. If you do not agree to any of the terms with new version of this Agreement, you shall stop and refrain from use the Platform and(or) Yango Pro App and(or) Web Interface.

14.10. Yango’s address in Israel is 20 Lincoln St., Tel Aviv, e-mail: office_israel@yango.yandex.com.

Date of Publication: September 25, 2023

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