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DRIVER AGREEMENT

 

This driver Agreement („Agreement“) constitutes a legal agreement between you, an individual („you“) and MEEMMA, MARKETING d.o.o., Kotnikova ulica 05, 1000 Ljubljana, Slovenia, registration number 8529205000, tax number 61917222 („Company).

By clicking „I accept“, you expressly acknowledge that you have read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that you agree to be bound by terms and conditions of the Agreement, and that you are legally competent to enter into this Agreement with Company. You desire to enter into this Agreement for the purpose of accessing and using the Companies services and product.

In order to use the services and product, you must agree to the terms and conditions that are set forth below. Upon your executin (electronic or otherwise) of this Agreement, you and Company shall be bound by the terms and conditions set forth herein.

IMPORTANT: Please review the arbitration provision set forth below carefully, as it will require you to resolve disputes with the company on an individual basis through final and binding arbitration. By virtue for your electronic execution of this agreement, you will be acknowledging that you have read and understood all of the terms of this agreement (including the arbitration provision) and have taken time to consider the consequences of this important business decision.

 

 

1. DEFINITIONS

 

Company Data means all data related to the access and use of the Cargo Services hereunder, including all data related to Users (including User Information), all data related to your Transportation Services and provisions of the Companies Services and the Drivers ID.

Product/device Meeloo means in-vehicle product display unit provided by Company and bought by driver.

Meeloo ID means the 4 – 6 digit unique code on your product Meeloo that you use to access the Meemma dashboard.

Meemma services means the system by which the Company provides advertising on the display of the product Meeloo through Meemmas software. Such services include access to Meemma’s software, websites, payment services – provision and related support services systems, as may be updated or modified form time to time.

Meemma software / driver dashboard means the web or mobile application provided by Company that enables local companies to advertise and drivers receive their payment – provision.

Driver Parnter Payments means the payment made to you by Company.

Driver profile means the page of the Meemma website that enables you to update your banking and billing information in addition enabling you to view your earnings form Company, access customer support form Company, and view certain Company data, amog other actions.

Transportation services means your provision of passenger transportation services to users using the vecihle, as permitted by all applicable laws and regulations.

Territory means the geographical area in which you may validy provide Transportation Services.

User means a passenger using your transportation services, as permitted by laws and regulations.

Advertiser means a local company which is advertising their services and products.

Vehicle means your vehicle that meets the then-current Company and applicable legal requirements for a vehicle to provide the Meemma services.

 

 

2. USE OF MEEMMA SERVICES

 

Meeloo ID
Company will issue you a Meeloo ID to enable you to access and use Meemma software in accordance with this Agreement. You acknowledge and agree that Company reserves the right, at any time in Company’s sole discrection to deactivate your Meeloo ID for any reason. You will immediately notify Company of any actual or suspected improper use of your Meeloo ID or Meemma software.

Provision of Meemma services
General
You agree to abide by all laws, statutes, ordinances, and regulations applicable to the operation for the Vehicle. You agree not to use the device Meeloo or software Meemma while the vehicle is in motion and/or it is not safe to do so. You agree to authorize the Company to receive information regarding your provision of the Meemma services. You agree to follow all instructions in the then-current setup manual provided to you by the Company, including but not limited to maintaining the Meeloo product (at the back of driver or passenger seat/when driving always swithc on) at all times that you provide any transportation services and using Meeloo product to activate your Meemma ID and receive information from Company and advertisers. You are solely responsible for inacitve product Meeloo and consequently software Meemma. You agree to activate product Meeloo within 24 hours when you receive a notice form Company to do so. Failure to do any of the above is a breach of this agreement and the Company may terminate this Agreement and your right to use Meemma services at any time.

You agree to keep your billing and bankin information up to date on your Driver profile.

In the event of the theft of Meeloo product you agree to file a police report and send the report to Company as proff by emailing it to support@meeloo-meemma.com.

You acknowledge and agree that:
You will not use the Meeloo device or Meemma software while your vehicle is in-motion. You acknowledge and agree that Company will not be held responsible for any damage to your Vehicle or injury(ies) to a person or persons or any damages of any nature that are caused by your Vehicle in the event of improper use of the Meeloo device of Meemma service, and that you will be held responsible for such damage(s) and injury(ies).

E-mail communication
You agree that you will get e-mail from the Company for general communications regarding Meemma services.

Your relationship with Company
You acknowledge and agree that Company’s provision to you of a Driver profile, the Meemma services and communications with Company creates a direct business relationship between Company and you. Company does not, and shall not be deemed to, direct or control you generally or in your perfomance under this Agreemner specifically, including in connerction with your provision of transportation services, your acts or missions, or your operation and maintenance of your vehicle. You retain the sole right to determine when, where, and for how long you will utilize the Meemma services. With the exception of any signage required by applicable law, including any permit and/or license requirements, Company shall have no right to require you to: display Company’s or any of its Affiliates’s names, logos or colors on your vehicle; wear a uniform or any other clothing displaying Company’s or any of its Affiliates names, logos or colors. You acknowldge and agree that you have a complete discretion to provide services or otherwise engage in other business or employment activities. For the sake of clarity, you understand that you retain the complete right to engage in any other occupation or business. You acknowledge and agree that Company reserves the rigt, at any time in Company’s sole discretion to deactive or otherwise restrict you from accessing or using the Meemma services.

Device Meeloo
You are responsible for the acquisition, cost and maintenance of your Meeloo device as well as any necessary wireless data plan. You agree to not provide, distribute or share, or enable the provision, distribution or sharing of, access to your Driver profile or Company data to any third party. You agree that use of the Meemma software on your Meeloo device requires an active data and messaging plan with a wireless carrier associated with your Meeloo device, which data and messaging plan will be provided by you at your own expenses; and use of the Meemma software on your Meeloo device as interface with the Meemma services may consume data through the data plan and standard messaging rates apply. Company shall not be responsible or liable for any fees, costs, or overage charges associated with any wireless carrier plan.

 

 

2. YOU AND YOUR VEHICLE

 

Your requirements
You acknowledge and agree that all times, you shall: hold and maitain a valid driver’s licence with the appropriate level of certifivation to operate your vehicle, all licences, permits, approvals and authority applicable to you that are necessary to provide the Meemma services and transportation services to users; possess the apropriate and currnet level of training, expertise and experience to provide transportation services in a professional manner with due skill, care and diligence; and maitain high standards of professionalism, service and courtesy in the provision of any transportation services. You acknowledge and agree that Company reserves the right, at any time in Company’s sole discretion, to deactivate or otherwise restrict you form accessing or using the Meemma software or Meemma services.

Vehicle requirements
You acknowledge and agree that your vehicle shall at all times be: properla registered and licensed to operate as a passenger transportation vehice in the territory; owned or leased by you, or otherwise in your lawful possession; and maintained in good operating condition, consistent with industry safety and maintenance standards for a vehicle of its kind and any additional standards or requirements in the applicable territory, and in a clean and sanitary condition.

 

 

3. FINANCIAL TERMS

 

Driver parnter payments
Your notification that defines your earnings strucutre, any promotions by Company for a particular week will be present in your Driver Dashboard. The earning strucutre is calculated from monday to monday. Company reserves the right to withhold earnings by drivers deemed to have violated this Agreement. You acknowledge that transportation providers using Meeloo device will have a varying range of earnings and that your earnings may be lower than other drivers or lower than average earnings that the Company represents in marketing materials or its websites, and you agree that Company will not be held responsible for lower earnings. You acknowledge and agree that the Driver partner paymetnts are the only payments you will receive in connection with the provision of Meemma services and that the Driver partner payments will not include any withholdings or deductions of taxes.

NOTE: The company does not always guarantee and prompt payment to the driver when the driver receives the Meeloo device, since it depends on the amount of advertisement content played on his device within the specified time. The Company strives and works to distribute the advertising content proportionately to all Meeloo devices.

Current earning structure
Driver partner will receive weekly payment on drivers bank or other valid account in the amount of 20% earnings made with Meemma services on driver’s Meeloo device.

Changes to Driver partner payments
Company reserves the right to change the amounts and respective requirements of Driver partner payments at any time in Company’s discretion, and Company will provide you with notice in the event of changes to your future earnings. Continued use of the Meemma services after receipt of any notice alerting you to such change in Driver partner payments shall constitute your consent to such change.

Taxes
You acknowledge and agree that you are required to complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of transportation services anc receipt of Driver partner payments providing the Meemma services as reqired by applicable law and provide Company with all relevant tax information. Notwithstanding anything to the contrary in this Agreement, Company may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of Meemma services and/or provide any relevant tax information you have provided pursuant to the foregoing requirements in this section directly to the applicable governmental tax authorities on your behalf or otherwise.

 

 

4. PROPRIETARY RIGHTS

 

Restrictions
You shall not, and shall not allow any other third party to license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make avaible to any other party the Meemma services or communications to you form the Company in any way; modify or make derivate works based upon the Meemma services ; improperly use the Meemma services or Driver dashboard, including creating internet links to any part of the Meemma services or Driver dashboard, framing or mirroring any part of the Meemma services or Driver dashboard on any other websites or systems, or scraping or otherwise improperly obtaining data form the Meemma services or Driver dashboard, except as allowed under applicable law; or send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, acces or use the Meemma services or Driver dashboard or Meeloo device to: design or develop a competitive or substantially similiar product or service; copy or extract any features, functionality, or content thereof; launch or cause to be launched on or in connection with the Meemma services, Driver dashboard an automaded program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which my make multiple server requests per second, or unduly burden or hinder the operation and/or perfomance of the Cargo services; or attempt to gain unauthorized access to the Meemma services and Driver dashboard or its related systems or networks.

Ownership
The Meemma service, Driver dashboard, communications between you and the Company, and Company data, including all intelectual property rights therein, are and shall ramin (as between you and Company) the property of Company. Neither this Agreement nor your use of the Driver dashboard or Meemma service or Company data conveys or grants to you any rights in or related to the Driver dashboard, Meemma service or Company data. Other than as specifically permited by the Company in connection with the Meemma service you are not permitted to use or reference in any manner Company’s, its Affiliates’, company names, logos, products and service names, trademarks, service marks, copyrightss or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs for any commercial purposes. You agree that you will not try to register or otherwise use and/or claim ownership in any of the Company marks, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.

 

 

5. CONFIDENTALITY

 

Each party acknowledges and agrees that in the perfomance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidenatial information of the other party („Confidential information“). Confidential information includes Company data, Driver Ids, and the transaction volume, marketing and business plans, business, financial, tehnical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.

Each party acknowledges and agrees that: all confidential information hall remain the exclusive property of the disclosing party; it shall not use confidential information of the other party for any purpose except in furtherance of this Agreement; it shall not disclose confidential infomation of the other party to any third party, except to its emloyees, officers, contractors, agents, as necessary to perform under this Agreement, provided Permitted persons are bound in writing to obligations of confidentiality and non – use of Confidential information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Company, its internal record – keeping requirements).

Notwithstanding the foregoing, confidetial information shall not include any information to the extent it: is or becomes generally avaible to the public through no act or omission on the part of the receiving party; was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; is disclosed to the receiving party by a third having no obligation of confidentiality with respect thereto; or is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure. Notwithstanding anything to the contrary contained in the foregoing, you agree that Company may disclose your location data, transaction history and other transportation services and/or Meemma services data and information as provided below.

6. PRIVACY

 

Disclosure of your information
Subject to applicable law, Company may provide your location data, and other transporation services and/or Meemma services data and information to the Company’s marketing if: there is a complaint, dispute or conflict, including an accident; it is necessary to enforce the terms of this Agreement; it is necessary, in Company’s sole discretion by applicable law or regulatory requirements; it is necessary, in Company’s sole disrection to protect the safety, rights, property or security of Company or any third party, to protect the safety fo the public for any reason including the facilitation of insurance claims related to the Meemma services, to detect, prevent or otherwise address fraud, security or technical issues, to prevent or to stop acitivity which Company, in its sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, o legally activity, it is required or necessary, in Company’s sole discretion, for insurance or other purposes related to your ability to qualify, or remain qualified, to use the Meemma services. You understand that Company may retain your personal data for legal, regulatory, marketing, safety and other necessary purpose atter this Agreement is terminated.

Company may collect your personal data during the course of purcshanig product Meeloo, and provision of, the Meemma services, or may obtain information about you from third parties. Such information my be stored, processed, transferred, and accessed by Company for bussiness purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with Company’s legitimate business needs. You expressly consent to such use of personal data.

 

 

7. INSURANCE

 

You agree to maintain during the terms of this Agreement on all vehicles operated by you under this Agreement automobile liablity insurance that provides protection againts bodily injury and property damage to third parties at levels of coverage that satisfy the minimun requirements to operate a private passenger vehicle on the public roads within the territory. This coverage must also includeany no – fault coverage required by law in the territory that may not be waived by an insured. You agree to provide Company a copy of the insurance policy, policy declarations, proff of insurance identification card and proof of premium payment for the insurance policy required upon request. Company shall have no right to control your selection or maintenance of your policy.

You are required to prompty notify Company of any accidents that occur while providing Meemma services and to cooperate and provide all necessary information.

 

 

8. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS

 

By you
You hereby represent and warrant that: you have full power and authority to enter into this Agreement and perform your obligations hereunder; you have not entered into, and during the term will not enter into, any agreement and are not subject to any order or other restriction that would prevent you from complying with this Agreement; you will comply with all applicable laws in your perfomance of this Agreement, including holding and complying with all permits, statutes, ordinances, reglulations, licenses, registrations and other governmental authorizations necessary to provide transportation services and the Meemma services using the vehicles pursuant to this Agreement.

Disclaimer of warranties
Company will provide, and you will accept, the Meemma services and the use of Driver dashboard and websites on an „as is“ and „as avaible“ basis. Company does not warrant or guarantee that your access to or use of the Meemma services, Driver dashboard or websites will be uninterrupted or error free.

No service guarantee
Company does not guarantee the availability or uptme of the Meemma services, Driver dashboard or website. You acknowledge and agree that the Meemma services, Driver dashboard or website may be unavailable at any time and for any reason. Further, the Meemma services, Driver dashboard or website may be subject limitations, delays, and other problems inherent in the use of the internet and electronis communications, and Company and its affiliates are not responsible for any delays, delivery failures, or other damages, liabilties or losses resulting from such problems.

 

 

9. INDEMNIFICATION

 

You shall indemnify, defend (at Company’s option) and hold harmless Company and its officers, directors, employees, agents, successors and assigns form and againts any and all liablities, laims, actions, costs, expenses (icluding legal fees), damages, penalties, fines and taxes arising out of or related to: your breach of your representations, warranties, covenants or obligations under this Agreement; or a claim by a third party (including users, regulators and governmental authorities) directly or indirectly related to your provision of transportation services or provision of the Meemma services. The indemnification provision shall not apply to your breach of any representations regarding your status as an independent contractor.

 

 

10. LIMITS OF LIABILITY

 

Company shall not be liable under or related to this agreement for any of the following, whether based on contraxt, tort or any other legal theory, even if a party has been advised of the possibility fo such damages: any incidenatl, compensatory, general, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or your or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use of other economic advantage. Expect for company’s obligations to pay amounts due to you, and subject to any limitations or other provisions contained in this agreement which are applicable thereto, in no event shall the liability of company under this agreement exceed the amount of service fees actually paid to or due to company hereunder.

 

 

11. TERM AND TERMINATION

 

Term
This agreement sahll commence on the date accepted by you and shall continue until terminated pursuant to the terms and conditions.

Termination
Either party may terminate this Agreement: without cause at any atime upon seven days prior writtem notice to the other party; immediatelx, without notice, for tge other party’s material breach of this Agreement; or immediately, without notice, for the other party’s material breach of this Agreement; or immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) againts the termination party. In addition, Company may terminate this Agreement or deactivate your Driver ID immediately, without notice, with respect to you in the event you no longer qualify, under applocable law or the standards and policies of Company, to provide Transportation services or to operate the vehicle, os as otherwise set forth in this Agreement.

 

 

12. RELATIONSHIP OF THE PARTIES

 

The relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that: this Agreement is not an employment agreement, nor does it create an employment relationship, between Company and you; and no joint venture, partnership, or agency relationship exists between Company and you.

You undertake not to hold yourself out as an employee, agent or authorized representative of Company.

 

 

13. MISCELLANEOUS TERMS

 

Modification
In the event Company modifies the terms and conditions of this Agreement at any time, such modifications hall be binding on you upon your continued use and provision of the Meemma services after of notice of such changes. Company reserves the right to modify any information referenced herein from time to time. You hereby acknowledge and agree that, by using and providing the Meemma services, or using Driver dashboard you are bound by the then – current version of this Agreement, any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein, including with respect to the amounts and terms regarding Driver payments, which are incorporated herein by reference. Continued use of the Meemma service or Driver dashboard after any such changes shall constitute your consent to such changes.

Supplemental terms
Supplemental terms may apply to your use of the Meemma services, such as use policies or temrs related to certain features and functionality, which may be modified form time to time („Supplemental terms“). You may be presented with certain Supplemental terms form time to time. Supplemental terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental terms shall prevail over this Agreement in the event of a conflict.

Severability
If any provision of this Agreement is or becomes invalid or non – binding, the parties shall remain bound by all other provisions hereof. In that event, the parties sahll replace the invalid or non – binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non – binding provision, given the contents and purpose of this Agreement.

Assignment
Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that Company may assign or transfer this Agreement or any or all of its rights or obbligations under this agreement from time to time without consent: in the event of a merger, reorganization, consolidation or similar transaction or to an acquirer of all substantially all of Company’s business, equity or assets.

Entire agreement
This Agreement, including all suplemental terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakins regarding such subject matter. In this Agreement, the words „including“ and „include“ mean „including, but not limited to“. The recitals form a part of this Agreement.

No third – party beneficiaries
There are no third – party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third – party beneficiary claims.
Notices
Any notice delivered by Company to you under this Agreement shall be governed by and construed in accordance with Slovenian law, without regard to the choice or conflicts of law provisions of any jurisdiction, provided, however, that any arbitration entered into between the Company and you shall be governed by the Slovenian court. The failure of Company to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Company in writing.

NOTE: Company reserves the right to amend or supplement the agreement. Unless otherwise specified, the amendments shall enter into force on the day of their publication on the Website.