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License agreement

License Agreement

Terms and Definitions

1.1. For the purposes of this License Agreement (hereinafter the “Agreement”), the following terms shall have the following meanings.

1.1.1. “Authorized Mobile Application” (“Mobile Application”) means a software program installed on mobile devices, designed to search for orders for the provision of certain services, accept such orders for execution, and inform the Client about the progress of the service.

1.1.2. “Partner” means a person who has accepted the terms of this Agreement and has been granted the right to use the Mobile Application under it.

1.1.3. “Maxim Service” (“Service”) means a trademark owned by a legal entity that grants the Partner the right to use the Mobile Application on the basis of this Agreement.

1.1.4. “Services” means the services provided by the Partner of the Service and requested through the Service.

1.1.5. “Client” means a natural person or legal entity that requests a service through the Maxim Service.

1.1.6. “Order” means the information published in the Mobile Application containing data regarding the demand for the provision of Services and specific parameters, depending on the type of Services.

1.1.7. “Service Cost” means the amount of money paid to the Partner by the Client for the provision of the Services.

1.1.8. “Personal Account” means an account in which the Partner’s advance payments are recorded, and from which money is debited as payment for the right to use the Mobile Application.

1.1.9. “Personal Account Balance” means the difference, at a given moment, between the amounts of funds deposited in the Personal Account and debited from it.

2. General Provisions

2.1. This Agreement defines the procedure by which Maxim Service (hereinafter the “Service”) grants the right to use the software program: the Mobile Application.

2.2. This Agreement is concluded in a simplified form by joining the terms of the Agreement and the Terms of Use available electronically on the Maxim Service website at: https://legal.taximaxim.com/, unless otherwise agreed by the Parties, potentially by means of a separate agreement between them. Therefore, completing the registration procedure and subsequently using the application shall constitute an express and unequivocal acceptance of the terms of the Agreement and the Terms of Use, equivalent to entering into a Contract under the terms set forth herein.

2.3. Before proceeding with registration, please carefully read the text of this Agreement. In case of disagreement with any condition, you must refrain from using the Mobile Application.

2.4. This Agreement shall be governed by the legislation in force in the Republic of Colombia and shall remain effective while the Partner uses the Mobile Application. It may be periodically updated by Maxim to incorporate new features, service regulations, and in compliance with legislative changes.

2.5. The Client and Partner must review and consequently accept the terms of this Agreement and the Privacy Policy for the Use of the Mobile Application, published at: https://driver.taxsee.com/privacy/.

2.6. By accepting the terms of this Agreement, the Partner understands that the information obtained under this Agreement shall be used independently, for the Partner’s benefit and under the Partner’s responsibility. If the Mobile Application is used for business activities, the Partner must register as a commercial entity in accordance with Colombian law and ensure compliance with the applicable regulatory requirements for the provision of such Services, including but not limited to: Decree 170 of 2001 and related laws, Decree 1072 of 2015 establishing occupational health, safety and labor protection standards, and other applicable Colombian regulations.

2.7. The Service’s activities related to the collection, storage, and systematization of information in the Mobile Application, as well as the legal relationship between the Partner and the Service concerning access to such information, shall be carried out in accordance with the provisions of Statutory Law 1581 of 2012 “Whereby general provisions for the protection of personal data are issued.”

3. Purpose of the Agreement

3.1. In accordance with the terms of this Agreement, the Service grants the Partner the right to use the Mobile Application under a simple (non-exclusive) license, following the procedure established herein, and the Partner undertakes to pay the Service a fee in the form and amount set out in this Agreement.

3.2. The territory where the right to use the Mobile Application is granted is the territory of the Republic of Colombia.

4. Service Guarantees

4.1. The Service hereby guarantees that:
4.1.1. it possesses sufficient rights to fulfill its obligations under this Agreement;
4.1.2. the execution of this Agreement by the Parties shall not infringe on third-party intellectual property rights;

4.1.3. it is not bound by any contract that would prevent the Partner from using the Mobile Application under the terms of this Agreement;
4.1.4. it has not performed and will not perform any action that would prevent the Partner from using the Mobile Application under the terms of this Agreement.

5. Terms of Use of the Mobile Application

5.1. The Partner may use the Mobile Application exclusively for the purpose of supporting the execution of Orders, the provision of Services, and access to the mapping interface. Any action by the Partner related to the use of the Mobile Application must comply with the aforementioned purposes.

5.2. The Partner is not authorized to:
5.2.1. alter, reproduce, copy, rework (including translation), distribute (including sale, lease, rental, etc.), publish, or modify the Mobile Application, in whole or in part;
5.2.2. decompile, disassemble, decrypt, or otherwise attempt to extract the object code of the Mobile Application and its components for purposes not expressly provided for in this Agreement, or to allow unauthorized access to the Mobile Application and its built-in algorithms;

5.2.3. perform actions intended to destabilize the operation of the Mobile Application, attempt unauthorized access to the management of the Mobile Application or to restricted sections (including sections accessible only to the Service), or perform any other similar action;

5.2.4. transfer the rights granted to use the Mobile Application, including username and password, to third parties or by entering into a sublicense agreement or otherwise;
5.2.5. perform other actions or use the Mobile Application in any other way not expressly provided for in this Agreement.

6. Mobile Application Registration Procedure

6.1. In order to use the Mobile Application, the Partner must register through the Mobile Application or on the Service’s website. Registration may be completed independently via the Internet or at the Service’s office.

6.2. For registration in the Mobile Application, the Partner and/or Client must review and accept the privacy, license, and terms of use policies of this Agreement.

6.3. Registration is carried out by providing the required information entered into the corresponding registration form fields. During registration, the Service may require documents verifying the reliability of the information provided.

6.4. The Service reserves the unilateral right to decide whether or not to complete the registration. Submission of the necessary documents and information does not obligate the Service to carry out the registration unconditionally.

6.5. The registration procedure is completed by assigning a user identification number (login) and password necessary for authorized access to the Mobile Application. The Service sends the login and password to the mobile phone number specified during registration. The Partner is not authorized to transfer the login and password to third parties, nor to use a login and password belonging to someone else. Any action performed by a person authorized in the Mobile Application (who has entered the login and password) shall be deemed performed by the Partner, unless the Partner proves otherwise.

6.6. Personal data and documents required by the Service during registration are collected solely for the purpose of verifying the authenticity of the data provided and are not stored by the Service once registration is complete.

6.7. Depending on the type of Services provided by the Partner, the Service stores and uses certain data about individuals registered in the Mobile Application, which does not allow their identification and does not constitute personal data. In particular, the Service retains:

6.7.1. Username (login). A person’s first name is specified as the username in accordance with their identification document (without surname or patronymic). If a name in a national language is difficult to pronounce or transliterate into Spanish, its Spanish equivalent may be specified for use in the Republic of Colombia.
6.7.2. Brand, color, and numeric portion of a vehicle’s license plate (where the nature of the Partner’s Services requires the use of a vehicle).
6.7.3. Mobile phone number specified at registration.

6.8. By registering in the Mobile Application, the Partner shall give consent for the processing of their personal data where such consent is required under Statutory Law 1581 of 2012 “Whereby general provisions for the protection of personal data are issued,” and may also consent to receive informational and promotional messages by any means, including through telephone communication, instant messaging applications (Viber, WhatsApp, Telegram, and similar), where such consent is legally required under Colombian advertising law.

6.9. Maxim Service may request the Partner to provide identification documents, as well as images (photos), if there are reasons to believe that the login and password have been transferred to another person. The frequency and reasons for verifying ownership of the login and password are determined by Maxim Service at its sole discretion without agreement from the Partner.

6.10. By registering on the Service’s website, the Partner, pursuant to Statutory Law 1581 of 2012 and the company’s policy, authorizes the Service to publish and subsequently use the Partner’s image (photograph) to provide the Client with information about the driver assigned to execute the order.

7. Rights and Obligations of the Parties

7.1. The Service shall have the right to:
7.1.1. require the Partner to use the Mobile Application in the manner and by the means set forth in this Agreement;

7.1.2. enter into agreements assigning the right to use the Mobile Application, similar to this Agreement, with third parties, including within the same territory where the Partner is granted the right to use the Mobile Application;
7.1.3. suspend the Partner’s access to the Mobile Application if the balance of the Personal Account is zero or negative;

7.1.4. suspend the Partner’s right to use the Mobile Application if the Service obtains documents proving the unlawful use of information contained in the Mobile Application. The Partner’s right to use the Mobile Application shall be suspended on the basis of enforceable judicial decisions or decrees establishing the Partner’s violation. Such documents shall be submitted in their original form or as certified copies to the competent authorities. The suspension shall last until the Partner remedies the violations identified;

7.1.5. suspend or prohibit the Partner’s right to use the Mobile Application in the event of multiple and/or serious violations by the Partner of the Service’s operating rules published in the Mobile Application and the terms of this Agreement;
7.1.6. record telephone conversations with the Partner for internal quality control purposes;
7.1.7. carry out scheduled maintenance and functional modification of the Mobile Application. During such work, the Partner may have restricted access to the Mobile Application;
7.1.8. in the event that a Client leaves property in the Partner’s vehicle, provide the Client with the Partner’s phone number for the purpose of returning lost items as soon as possible;

7.1.9. take any other action not contrary to the laws of the Republic of Colombia and this Agreement.

7.2. The Service undertakes to:

7.2.1. grant the Partner the right to use the Mobile Application and ensure its proper functioning;
7.2.2. provide continuous and uninterrupted operation of the Mobile Application throughout the term of this Agreement, except in cases of planned maintenance;
7.2.3. promptly record the Partner’s payments in their Personal Account;
7.2.4. detect and promptly prevent any attempt of unauthorized access to the information provided by the Partner or its transfer to third parties not directly related to the Parties’ legal relations;
7.2.5. not alter or edit information about the Partner without their consent;
7.2.6. choose its pricing model for each accessible function of the Mobile Application (including a pay-per-use model for mapping).

7.3. The Partner shall have the right to:

7.3.1. use the Mobile Application in the manner and by the means provided for in this Agreement;
7.3.2. request the Service to grant the right to use the Mobile Application in accordance with this Agreement, including technical and consulting services.

7.4. The Partner undertakes to:

7.4.1. pay the Service the fee for the rights granted (including mapping) in the form and within the time specified in this Agreement;
7.4.2. execute the accepted Order in accordance with its conditions;
7.4.3. immediately notify the Service of any changes to registration data previously provided, as well as of any circumstances that make it impossible to fulfill Orders;
7.4.4. ensure the security of the data required for authorization in the Mobile Application (login and password) and take all measures to prevent third parties from accessing the Mobile Application using the Partner’s login and password;
7.4.5. since the driver included in the vehicle rental contract is designated by the Partner, the Partner is responsible for compliance with all traffic and road safety regulations in Colombia, and in the event of a violation, the Partner shall bear the consequences;
7.4.6. in the case of motorcycle rentals with a driver, the Partner must provide both the driver and the Client with a helmet that meets the technical specifications required by national traffic authorities. The Partner must also ensure that both driver and Client use the helmet during the rental. If additional safety equipment is legally required, the Partner shall provide such equipment and require its use by both the driver and the Client.

8. Procedure for Estimating the Cost of Services

8.1. The cost of the Services shall be calculated automatically based on the parameters of the specific Order (type of vehicle, transport distance, type, weight and volume of cargo, loading and unloading times, surface area for cleaning services, etc.), as well as the average cost of similar Services in the Partner’s region of activity.
To use mapping in the Mobile Application, the Client must request information about a place on the map and the route to that place. The request begins when the Client enters information in the address bar and ends with the calculation of the route to the requested location on the map.

8.2. If the Service Cost calculated according to the Partner’s tariffs is not acceptable, the Partner shall have the right to decline such Order for execution.

8.3. Acceptance by the Partner of an Order for execution constitutes full and unconditional consent to the proposed Service Cost. The Service shall have the right to apply penalties to the Partner, including revocation of the right to use the Mobile Application, if the Partner unilaterally modifies the Service Cost after accepting an Order or fails to fulfill an accepted Order.

8.4. The Service Cost may be increased by the Client.

8.5. In the case of non-cash transactions between the Client and the Partner, the Service shall act as an agent on behalf of and at the expense of the Partner for the purpose of accepting funds from the Client to credit them to the Partner’s Personal Account. The Service shall assume agency obligations only for securing receipt of funds from the Client and shall not assume any other rights or obligations of the Partner regarding the provision of Services.

9. Service Remuneration

Non-Mapping Aspects:

9.1. The Partner undertakes to pay the Service a fee for granting the right to use the Mobile Application in the amount and under the conditions established in this Agreement.

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

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

9.4. The amount of the fee shall be set unilaterally by the Service. The Partner shall become acquainted with the amount of the fee before starting execution of the Order and, in case of disagreement with the established amount, must decline to execute such Order. Acceptance by the Partner of the Order for execution shall constitute acceptance of the specified fee amount.

9.5. Payment of the fee shall be made on a prepaid basis, and the Partner must deposit funds into the Personal Account in an amount personally determined by the Partner.

9.6. Payment of the fee shall be made by debiting funds from the Partner’s Personal Account in an amount equal to the fee, once the Order is accepted for execution.

9.7. The Personal Account shall be topped up with advance payments by means of bank cards, self-service terminals, transfer of funds to the Service’s settlement account, or depositing funds at the Service’s cash desk.

Mapping Aspects:

9.8. The cost of using mapping shall be calculated by the formula “Use of a request” × “Price per use.”

9.9. To pay for requests relating to mapping features, the Partner shall top up the Personal Account in the Mobile Application, which will be automatically debited during the billing period.

9.10. At the end of the applicable billing period, the Service shall electronically invoice the Partner for all charges based on the Partner’s use of the Services during the preceding period.

10. Liability of the Parties

10.1. Liability of the Service:

10.1.1. The Service shall be liable for the performance of its obligations in accordance with the laws of the Republic of Colombia;

10.1.2. The Service shall not be liable for complete or partial interruptions in the operation of the Mobile Application caused by replacement of hardware, software, or other planned work necessary to maintain the efficiency and performance of the Service’s hardware and software;

10.1.3. The Service shall not be liable for interruptions in the operation of the Mobile Application in the event of failure of software or hardware not owned by the Service;
10.1.4. The Service shall not assume any obligation to compensate for damages, including lost profits, caused by the Partner to third parties, including Clients;
10.1.5. The Service shall not be liable to the Partner for any actions of third parties, including Clients, as a result of which the Partner may suffer damages, including lost profits.

10.2. Liability of the Partner:

10.2.1. The Partner shall be liable for the performance of their obligations in accordance with the laws of the Republic of Colombia;
10.2.2. The Partner shall be solely responsible to the Client for the proper provision of Services, as well as for any damage caused by the Partner, including loss of or damage to the Client’s property;

10.2.3. The Partner shall be liable for damages caused to third parties both in connection with the execution of the Order and as a result of actions unrelated to the execution of the Order. However, the Service may act as an intermediary between the Partner and the Client to resolve such disputes as quickly as possible;
10.2.4. If the Service makes any payment to the Client due to the inadequate quality of Services provided by the Partner (their employees and/or contractors), the Partner undertakes to reimburse the Service for losses incurred in this respect. Such reimbursement shall be made by debiting funds from the Partner’s Personal Account;
10.2.5. If the Partner performs any action giving rise to penalties stipulated by the Service, funds shall be debited from the Partner’s Personal Account in the amount of the stipulated penalty. The list of such violations is available in the Mobile Application. If there are insufficient funds in the account, the penalties incurred during that period shall be recorded as the Partner’s debt. Such debt shall be collected first when the Partner subsequently deposits funds into their Personal Account.

11. Force Majeure

11.1. Force majeure or unforeseen circumstances shall release the Parties from liability. For the purposes of this Agreement, force majeure or unforeseen circumstances shall mean the circumstances provided for in Article 64 of the Civil Code of the Republic of Colombia.

11.2. The Party affected by force majeure or unforeseen circumstances shall immediately notify the other Party in writing of the occurrence, type, and estimated duration of the force majeure or unforeseen event, as well as the specific obligations whose performance is prevented. If, after fifteen (15) business days, the proven facts giving rise to the force majeure situation have not been overcome, the suspension and/or termination of the contractual relationship shall apply.

11.3. If the Party affected by force majeure or unforeseen circumstances does not notify the other Party, it shall lose the right to invoke force majeure as a reason to be released from liability.

12. Dispute Resolution Procedure

12.1. The Parties undertake to make every effort to resolve through direct settlement any controversy or disagreement arising from or in connection with this Agreement.

12.2. The time limit for responding to a claim and submitting documents intended for the amicable settlement of disputes and disagreements shall not exceed seven (7) business days from the moment the Party receives such claims and the need to provide such documents arises.

12.3. In the event that the Parties fail to reach agreement on existing disputes and disagreements through negotiations, such disputes and disagreements shall be resolved before a court located at the place of the Service.

13. Amendments to the Agreement

13.1. The Service shall make amendments to this Agreement unilaterally by publishing the relevant amendments on the Service’s website. Such amendments shall take effect within seven (7) calendar days from their publication on the website.

13.2. Any modification of the agreements set forth herein shall enter into force once notified to and newly accepted by Clients and Partners, and shall apply to all persons using the Mobile Application, including those who began using the Mobile Application before the effective date of the amendments. In case of disagreement with the amendments made, the Partner and/or Client must stop using the Mobile Application and inform the Service.

14. Intellectual Property

14.1. The Partner shall be granted a limited right to use the trade name of the Maxim Service, as well as the Maxim® trademark, for the purpose of advertising methods of placing orders.

14.2. The Partner shall have the right to independently carry out actions aimed at promoting (advertising) the telephone number and other means of placing orders, including the placement of advertisements on the Partner’s vehicles. In this case, the Partner shall be solely responsible for ensuring that the advertising (including its content and placement) complies with applicable legal requirements and regulations. This provision shall not apply to cases of advertisement placement by the Service under contracts in which the Service acts as the advertiser.

15. Special Conditions

15.1. The Partner acknowledges that this Agreement and their registration with Maxim Service shall NOT establish, directly or indirectly, any employment, corporate, partnership, or cooperation relationship.

15.2. NO employment or subordination relationship shall be established between the Partner and Maxim Service, and the Partner shall have the right to perform rides at any time at his/her sole discretion, as well as to stop using the Application (the Partner shall have the exclusive right to choose the time to connect to the platform).

15.3. Maxim Service does not own or provide a fleet of vehicles of any kind, offering solely licensing and intermediation services intended to facilitate the contracting of transportation or other services provided by the Partner registered in the Application.

15.4. The Partner consents to the Service, at its discretion, conducting marketing promotions and other similar events expressed in the form of discounts for services to Clients. In such cases, the Partner’s expenses for granting such discounts shall be fully compensated by the Service through a proportional reduction of the Service’s remuneration.

15.5. The terms and conditions of this Agreement shall apply to all persons registered in the Mobile Application, unless otherwise provided by a separate agreement between the Parties. In the event the Parties conclude a separate agreement, the terms and conditions of such agreement shall apply.

Service Representative:

Company Name: AIST Colombia S.A.S.

Tax ID (NIT): 901.408.204-7

Address: Calle 18, No. 4-55, Office 204, Centro, Risaralda, Pereira, Colombia, 660002
Email: colombia.aist@gmail.com