1. Terms and Definitions
1.1. For the purpose of this License Agreement (hereinafter referred to as the “Agreement”), the following terms shall have the following meanings.
1.1.1. “Authorized Mobile Application (Mobile Application)” means a computer program installed on mobile devices and designed to search for orders for the provision of certain services, accept these orders for execution and inform the client about the progress of the service.
1.1.2. “Partner” means a person that has accepted the terms of this Agreement and has obtained the right to use the Mobile application on the basis of this Agreement.
1.1.3. “Rides & Delivery Service “Maxim” (Service, Maxim Service)” means a legal entity granting the Partner the right to use the Mobile Application on the basis of this Agreement.
1.1.4. “Services” means services that are provided by the Partner of the Service and ordered through the Service.
1.1.5. “Client” means an individual or a legal entity ordering a service through the Service.
1.1.6. “Order” means information placed in the Mobile Application and containing data about the demand for the provision of the Services and having certain parameters, depending on the type of the Services.
1.1.7. “Cost of the Services” 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 where the Partner’s advance payments are recorded and from which funds are debited as a payment for obtaining the right to use the Mobile Application.
1.1.9. “Personal Account Balance” means the difference at a certain time point between the amounts deposited in the Personal Account and debited from the Personal Account.
2. General Provisions
2.1. This Agreement defines the procedure for granting by the Maxim service (hereinafter referred to as the “Service”) the right to use the computer program - the Mobile Application.
2.3. Before passing the registration procedure, carefully read the text of the Agreement. In case of disagreement with any terms, you must refuse to use the Mobile Application.
2.4. This Agreement shall be governed by the provisions of the laws in force in the Republic of Colombia and shall remain in effect as long as the Partner uses the Mobile Application and may be periodically updated by Maxim to incorporate new features and regulations of the service provided and in compliance with the changes in legislation.
2.6. By accepting the terms of this Agreement, the Partner understands that the information, access to which the Partner has received as part of the performance of this Agreement, shall be used by the Partner independently, for the benefit of the Partner and under the Partner’s responsibility. In case of using the Mobile Application for carrying out business activities, the Partner shall register as a business entity in accordance with the current legislation in Colombia, as well as ensure compliance with the requirements of the current legislation in Colombia, regulating activities in the field of provision of the corresponding type of Services, including, but not limited to: the provisions of Decree 170 of 2001 and other concordant laws, Decree 1072 of 2015 that dictates the rules and standards for occupational health and safety and labor protection, and provisions of other regulatory legal acts in Colombia.
2.7. The activities of the Service related to collecting, storing and systematizing the information in the Mobile Application, as well as legal relationship between the Partner and the Service related to providing access to such information shall be performed in accordance with the provisions of the Statutory Law 1581 of 2012 "By which general provisions are issued for the protection of personal data"
3. Subject of the Agreement
3.1. In accordance with the terms of this Agreement, the Service shall grant the Partner the right to use the Mobile under the terms of a simple (non-exclusive) license, in the manner established in the Agreement, and the Partner undertakes to pay remuneration to the Service in the manner and in the amount established in the Agreement.
3.2. The territory of the Republic of Colombia shall be the territory in which the right to use the Mobile Application is granted.
4. Guarantees of the Service
4.1. The Service hereby guarantees that:
4.1.1. it possesses the sufficient scope of rights to fulfill its obligations under this Agreement;
4.1.2. performance of this Agreement by the Parties shall not entail the violation of any third parties’ intellectual rights;
4.1.3. it is not bound by any contract that can prevent the Partner from using the Mobile Application on the terms set forth in this Agreement;
4.1.4. it has neither performed nor will perform any actions making it impossible for the Partner to use the Mobile Application on the terms set forth in this Agreement.
5. Terms for Using the Mobile Application
5.1. The Partner may use the Mobile Application solely for the purpose of supporting the execution of Orders, the provision of Services, and the access to the cartography interface. Any actions of the Partner related to the use of the Mobile Application shall meet the aforementioned purposes.
5.2. The Partner is not entitled to:
5.2.1. change, reproduce, copy, rework (including translation), distribute (including sale, rental, lease, etc.), publish or modify the Mobile Application, in whole or in part;
5.2.2. decompile, disassemble, decrypt, and otherwise attempt to extract the object code of the Mobile Application and its components for the purpose of using them in a manner not expressly specified in this Agreement, which allows unauthorized access to the Mobile Application and algorithms embedded in it;
5.2.3. perform actions aimed at destabilizing the operation of the Mobile Application, attempt unauthorized access to the management of the Mobile Application or its closed sections (including sections that may be accessed only by the Service), and perform any other similar actions;
5.2.4. transfer the granted rights to use the Mobile Application, including the login and password, to third parties or by entering into a sub-license 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. Procedure for Registration in the Mobile Application
6.1. In order to be able to use the Mobile Application, the Partner shall register via the Mobile Application or the website of the Service. Registration can be performed by the Partner independently via the Internet or at the location of the Service office.
6.2. Registration in the Mobile Application is a full and unconditional adhesion to the terms of this Agreement.
6.3. Registration is carried out by providing necessary information entered in the relevant fields of the registration form. During the registration process, the Service may require you to provide documents confirming the reliability of the specified information.
6.4. The Service is entitled to unilaterally decide whether to complete registration. The provision of the documents and information necessary for registration shall not entail the unconditional obligation of the Service to complete the registration procedure.
6.5. The registration procedure is completed by assigning the user identification number (login) and password required for authorized access to the Mobile Application. The user identification number (login) and password are sent by the Service to the mobile phone number specified during the registration process. The Partner is not allowed to transfer the received login and password to any other third parties, or use the login and password that do not belong to the Partner. Any actions performed by the person that has authorized in the Mobile Application (has specified login and password) shall be deemed to have been performed by the respective Partner, unless the Partner proves otherwise
6.6. Personal data and documents required by the Service during the registration process are necessary only for the purpose of verifying the accuracy of the information provided and are not stored by the Service after the registration procedure is completed.
6.7. Depending on the type of Services provided by the Partner, the Service retains and uses certain data about persons registered in the Mobile Application, which does not allow identifying such persons and is not their personal data. In particular, the Service retains the following data:
6.7.1. Username. The name of an individual is specified as the username in accordance with the data specified in the identity document (without specifying the last name and patronymic). In case a name from any national language is hard to pronounce or spell in Spanish transliteration, the Spanish analogue used by the person in the territory of the Republic of Colombia may be specified as a name;
6.7.2. Make, color and numeric part of the license plate number of a vehicle (in case the nature of Services provided by the Partner implies the use of a vehicle);
6.7.3. Mobile phone number specified during registration.
6.8. By registering in the Mobile Application, the Partner expresses consent to the processing of the Partner’s personal data in cases where such consent is required in accordance with the provisions of the Statutory Law 1581 of 2012 "By which general provisions are issued for the protection of personal data", as well as consent to receive information messages, including promotional information by any means, including consent to receive such messages and information via telephone communication channels, via instant messengers (Viber, WhatsApp, Telegram and similar messengers) for the purpose and in cases, where the need for such consent is provided for by the legislation of the Republic of Colombia on advertising.
6.9. Maxim Service may re-request the Partner to provide identification documents, as well as images (photos) of the Partner, if there is reason to believe that the login and password were transferred by the Partner to another person. The frequency and grounds for checking the fact that the login and password belong to the Partner are determined by Maxim Service at its own discretion without agreement with the Partner.
6.10. By registering on the website of the Service, the Partner, in accordance with the Statutory Law 1581 of 2012 "By which general provisions are issued for the protection of personal data" and the company politics gives the Service permission to publish and further use the image (photograph) of the Partner to provide the Client with the information about the driver of the vehicle assigned for the order execution.
7. Rights and Obligations of the Parties
7.1. The Service is entitled to:
7.1.1. require the Partner to use the Mobile Application in the manner and by the means provided for in this Agreement;
7.1.2. conclude agreements on the transfer of the right to use the Mobile Application, similar to this Agreement, with third parties, including in the same territory in which the right to use the Mobile Application is granted to the Partner.
7.1.3. suspend the Partner’s right to use the Mobile Application, in case the Personal Account balance becomes null or negative;
7.1.4. suspend the Partner’s right to use the Mobile Application in case the Service obtains the documents testifying to the unlawful use of the information obtained via the Mobile Application. The Partner’s right to use the Mobile application shall be suspended on the basis of effective court decisions and decrees establishing the fact of the violation committed by the Partner. The specified documents shall be submitted in the original or in copies certified by the relevant court. The Partner’s right to use the Mobile Application shall be suspended until the Partner eliminates the revealed violations.
7.1.5. suspend or prohibit the Partner’s right to use the Mobile Application in case of multiple and/or gross violations by the Partner of the work rules of the Service posted in the Mobile Application and of the terms of this Agreement;
7.1.6. record phone conversations with the Partner for the purpose of internal quality control;
7.1.7. carry out scheduled maintenance and functional modification of the Mobile Application. For the time period while such works are performed, operation of the Mobile Application may be suspended;
7.1.8. provide the Client with the Partner’s phone number in order to return the lost things as soon as possible, in case the Client leaves his/her belongings in the Partner’s vehicle.
7.1.9. take any other actions not contradicting the current legislation of the Russian Federation and this Agreement.
7.2. The Service shall:
7.2.1. grant the Partner the right to use the Mobile Application, ensure proper operation of the Mobile Application;
7.2.2. provide continuous, uninterrupted operation of the Mobile Application during the entire validity period of this Agreement, excluding the cases of scheduled works;
7.2.3. timely record the Partner’s payments in the Partner’s Personal Account;
7.2.4. timely detect and prevent any attempts of unauthorized access to the information provided by the Partner, its transfer to third parties not directly related to legal relationship of the Parties;
7.2.5. not change or edit information about the Partner without the Partner’s consent.
7.2.6. choose its pricing model for each of the Mobile Application's accessible features (including a pay-as-you-go model for cartography).
7.3. The Partner is entitled to:
7.3.1. use the Mobile Application in the manner and by the means provided for in this Agreement;
7.3.2. require the Service to grant the right to use the Mobile Application in compliance with the terms of this Agreement, including technical and consulting services.
7.4. The Partner shall:
7.4.1. pay the Service remuneration for rights granted therein (including cartography) in the manner and within the period set forth in this Agreement;
7.4.2. execute the accepted Order in accordance with its conditions;
7.4.3. immediately notify the Service, in case of changing the registration details provided to the Service earlier, as well as upon the occurrence of circumstances making it impossible to execute Orders.
7.4.4. ensure safety of the data required for authorization in the Mobile Application (username and password) and take all measures to prevent third parties from authorizing in the Mobile Application and using the Partner’s username and password;
7.4.5. As the driver included in the vehicle rental contract is designated by the associate, the latter is responsible for compliance with all traffic and road safety regulations in Colombia, so that, in the event of such an infraction, it will be the associate who must bear the consequences of it.
7.4.6. In motorcycle-type vehicle rental events with driver included, the associate must provide both, to the driver and the client with the respective helmet, which must comply with the technical specifications required by the national traffic authorities. Likewise, it is the associate's obligation to demand the use of a helmet from the driver and the client during the rental period of the vehicle. In the event that more safety implements are required by legal mandate, the associate will be in charge of providing those implements and demanding their use, both from the driver and the client.
8. Procedure for Calculating the Cost of the Services
8.1. The cost of the Services is calculated automatically based on the parameters of the specific order (type of vehicle, transportation distance, type, weight and volume of the freight transported, time of loading and unloading operations, the area of the premises for the purpose of calculating cleaning services, etc.) as well as the average cost of the similar Services, formed in the region of the Partner’s activity.
To use cartography in the Mobile Application, the Partner requests information about the place on the map and the route to that place. The request starts when the Partner prints information in the address bar to obtain information and ends with building a route to the requested location on the map.
8.2. In case of non-compliance of the calculated cost of the Services with the rates set by the Partner, the Partner is entitled not to accept such an Order for execution.
8.3. The acceptance of the Order for execution by the Partner shall mean full and unconditional consent of the Partner to the offered cost of the Services. The Service is entitled to apply penalties to the Partner, up to the termination of the right to use the Mobile Application, in case the Partner unilaterally changes the cost of the Services after accepting the Order for execution or fails to execute the accepted Order.
8.4. The cost of the Services can be increased by the Client.
8.5. During cashless settlements between the Client and the Partner the Service shall act as an agent on behalf of and at the expense of the Partner in terms of accepting funds from the Client to credit them to the Partner’s Personal account. The Service shall assume the obligations of the Partner’s agent only with regard to ensuring receipt of monetary funds from the Client and shall not assume any other rights and obligations of the Partner in relation to the provision of the Services.
9. Remuneration of the Service
9.1. For obtaining the right to use the Mobile Application the Partner undertakes to pay the Service remuneration in the amount and in the manner established in the Agreement.
9.2. The amount of remuneration payable to the Service for granting access to the use of the Mobile Application shall be determined as percentage deductions from the Partner’s income (revenue).
9.3. The amount of remuneration shall be specified in the information about the Order accepted by the Partner for execution in the Mobile Application.
9.4. The amount of remuneration shall be established by the Service unilaterally. The Partner shall familiarize itself/himself/herself with the amount of remuneration before the start of the Order execution and, in case of disagreement with the established amount, the Partner shall refuse to execute such an Order. The acceptance of the Order for execution by the Partner shall mean the acceptance of the specified amount of remuneration.
9.5. The payment of remuneration shall be made by the Partner on a prepayment basis, the Partner shall deposit funds to the Personal Account in the amount determined by the Partner independently.
9.6. The payment of remuneration shall be carried out by debiting funds from the Partner’s Personal Account in the amount equal to the remuneration amount, once the Order is accepted for execution.
9.7. Replenishment of the Personal Account can be carried out by making advance payments by means of bank cards, through self-service terminals, by transferring funds to the settlement account or depositing funds at the cash office of the Service.
9.8. The cost of using cartography is calculated using the formula "Using a Request" x "Price per Using".
9.9. To pay for the corresponding requests to the cartography features, the Partner replenishes the personal account in the Mobile Application, which is automatically debited during the billing period.
9.10. At the end of the applicable charging period, the Service will electronically bill the Partner for all charges based on the Partner's use of the Services during the previous period.
10. Liability of the Parties
10.1. Liability of the Service:
10.1.1. The Service shall be liable for the fulfillment of its obligations in accordance with the current legislation of the Republic of Colombia;
10.1.2. The Service shall not be liable for complete or partial interruptions of the Mobile Application operation caused by the replacement of hardware, software or some other scheduled works caused by the need to maintain the operability and development of the technical means of the Service;
10.1.3. The Service shall not be liable for interruptions of the Mobile Application operation in case of failure of the software or hardware not belonging to the Service;
10.1.4. The Service shall not assume any obligations in respect of compensation for damages, including lost profit, caused by the Partner to third parties, including the Client;
10.1.5. The Service shall not be liable to the Partner for any actions of third parties, including the Client, as a result of which the Partner has incurred any damages, including lost profit.
10.2. Liability of the Partner:
10.2.1. The Partner shall be liable for the fulfillment of its/his/her obligations in accordance with the legislation of the Republic of Colombia;
10.2.2. The Partner shall be solely liable to the Client for proper performance of the Services, as well as for any damage caused by the Partner, including loss or damage of Client’s property.
10.2.3. The Partner shall be liable for the damages inflicted on third parties in respect of the execution of the Order and for the actions not related to the execution of the Order. In this case, the Service may act as a mediator between the Partner and the Client in order to resolve disputes as soon as possible.
10.2.4. Should the Service make any payments in favor of the Client due to improper quality of the Services provided by the Partner (Partner’s employees and/or contractors), the Partner shall compensate the Service for the losses incurred in this regard. This compensation is made by debiting funds from the Partner’s Personal Account.
10.2.5. Should the Partner perform any actions, which result in penalties stipulated by the Service, funds shall be debited from the Partner’s Personal Account in favor of the Service to the extent of the stipulated penalty. The list of such violations is available in the Mobile Application. In case of insufficient funds, the penalties accrued for the reporting period shall be the accounts receivable of the Partner, which shall be repaid as a priority when the Partner replenishes the Personal Account.
11. Force Majeure
11.1. Force majeure shall be the ground releasing the Parties from their liability. For the purpose hereof, force majeure means the circumstances provided for in Article 64 of the Civil Code in Colombia.
11.2. The Party affected by force majeure shall immediately notify the other Party in writing of the occurrence, type, potential duration of force majeure and of the specific obligations, the performance of which it impedes.
11.3. Should the Party affected by force majeure fail to inform the other Party about it, it shall further lose its right to refer to the force majeure as to the circumstance that may exempt it from its liability.
12. Dispute Resolution Procedure
12.1. The Parties undertake to use their best efforts to resolve any disputes or disagreements arising out of or in connection with this Agreement by means of negotiations.
12.2. The period for response to claims and for submitting documents aimed at peaceful resolution of disputes and disagreements shall not exceed seven (7) working days from the moment the Party receives such claims and the necessity arises for submitting these documents.
12.3. Should the Parties fail to come to an agreement on existing disputes and disagreements by means of negotiations, the disputes and disagreements shall be resolved in court at the location of the Service.
13. Amendments to the Agreement
13.1. Amendments to this Agreement shall be made by the Service unilaterally by publishing the relevant amendments on its website. The specified amendments shall take effect within seven (7) calendar days after their publication on the website.
13.2. Any amendments to the Procedure from the date of their entry into force shall be binding on all persons using the Mobile Application, including those that started using the Mobile Application before the effective date of the amendments. In case the Partner disagrees with the amendments made, the Partner shall stop using the Mobile Application and inform the Service.
14. Intellectual Property
14.1. The Partner is granted a limited right to use the Maxim service trade name as well as the Maxim® trademark for the purpose of distributing advertising of the ordering methods.
14.2. The Partner is entitled to independently carry out actions aimed at promotion (advertising) of the phone number, other ways of executing orders, including placing advertising on the Partner’s vehicles. In this case, the Partner shall be solely liable for compliance of the advertising (including its content and placement) with the requirements and regulations of the current legislation. This provision does not apply to cases of placement of advertisements of the Service on the basis of contracts under which the Service acts as an advertiser.
15. Special Terms
15.1. The Partner acknowledges that this Agreement and its registration with the Maxim Service shall NOT, directly or indirectly, establish any employment, corporate, association or cooperative relationship.
15.2. NO employment or subordinate relationship shall be established between the Partner and the Maxim Service and the Partner shall be entitled to carry out trips at any time at his/her own discretion as well as to stop using the Application (the Partner shall be entitled to solely choose the time at which it/he/she will connect to the platform).
15.3. The Maxim Service does not own or offer a fleet of vehicles of any type, providing solely licensing and intermediary services aimed at facilitating the hiring of transport or delivery services provided by the Partner registered in the Application.
15.4. The Partner gives consent to the Service to carry out, at its/his/her discretion, marketing promotions and other similar events expressed in the provision of discounts for the Services to Clients. In this case, expenses of the Partner for the provision of such discounts shall be compensated by the Service in full by proportionate reduction of remuneration of the Service.
15.5. The terms of the Agreement shall apply to all persons registered in the Mobile Application, unless otherwise provided by a separate agreement of the Parties. Should the Parties conclude the separate agreement, the terms of such an agreement shall apply.