PUBLIC OFFER

FOR PROVIDING ACCESS TO ONLINE SERVICE (SOFTWARE PRODUCTS PROVISION)

(SUPPLY OF SOFTWARE)

“UKLON CORPORATE” LIMITED LIABILITY COMPANY, hereinafter referred to as “Uklon”, in the person of director Oleksandra POPOVYCH, acting on the basis of the Charter, guided by Art. 633, 634 of the Civil Code of Ukraine, on the one hand, and

any natural or legal person, hereinafter referred to as “Uklon Partner”, who accepts (accepts) this Public Offer to provide access to the online service (hereinafter referred to as the “Agreement”) from another party, collectively referred to as the “Parties” , and each separately – a “Party”, entered into this Agreement on the following:

PREAMBLE

The information provided in this document is an official offer (public offer) to any person to enter into an Agreement on providing access to the Online Service. The specified Agreement is public in accordance with the provisions of Art. 633 of the Civil Code of Ukraine. This Agreement is also considered an accession agreement within the meaning of Part 1 of Article 634 of the Civil Code of Ukraine, the conditions of which are established and posted by Uklon on the Website and which can be concluded only by full and unconditional acceptance (joining) of the Uklon Partner to the proposed Agreement as a whole.

The Agreement establishes the general conditions and procedure according to which the Uklon Partner gets access to the Online Service.

The Uklon partner is considered to have accepted the terms of the Agreement in full, without any restrictions, reservations or exceptions from the moment of its acceptance. Amendments to this Agreement do not imply termination or refusal of the Uklon Partner to access the Online Service.

By entering into the Agreement, the Uklon Partner confirms that he is fully and completely familiar with and agrees with its terms.

The parties understand that access to the Online Service is carried out by downloading a computer program (“Mobile Application”) and using it, as well as by entering relevant data and using the software functions of the Website.

1. TERMS AND DEFINITIONS

1.1. Uklon is a legal entity under the laws of Ukraine – UKLON CORPORATE LLC, which provides the Uklon Partner with access to the Online Service in accordance with this Agreement.

1.2. Uklon Partner is a natural or legal person who, with the help of the Website and Mobile Application, gets access to the Online Service for the purpose of use in the city of Kyiv and its suburbs of Kyiv. Uklon Partner bears all risks associated with access to the Online Service and its use by any third party who was not authorized to do so.

1.3. Online service “Uklon Driver” (Online Service or Technology Platform) is a technological platform in the form of an interconnected set of computer programs and electronic data in the form of numbers, letters, symbols, images and their combinations (including graphic information, video information, etc. ), which is intended for automated monitoring, collection, processing, distribution, storage, presentation of data about Orders placed on it by Users, automatic calculation of the cost of the Order taking into account the ratio of supply and demand, weather conditions, route and its load, etc., and carries out automatic construction of routes and provides data exchange for communication with the User, and provides the Uklon Partner with the opportunity at its own discretion to accept or reject the relevant Orders, publish its location data, provide evaluations to Users and interact with them, use the routes built by the program in real time time, as provided for by the available functionality of the Online Service. The online service is the result of computer programming, which belongs to software products. In addition, the Online Service provides the ability to place and display advertising materials within the Mobile Application “Uklon”, including graphic, text, video, and other content. Such materials may be displayed taking into account the behavioral characteristics of the Uklon Partner and/or the specifics of its interaction with the Online Service.

1.4. The User is any legally capable natural person over the age of 18 (eighteen) or a legal entity who placed an Order using the “Uklon” Mobile Application or the website: uklon.com.ua.

1.5. Order – the User’s order to receive the Service, structured according to the necessary details.

1.6. Website – a collection of data, electronic (digital) information, interconnected and structured within the Website address, accessible via the Internet address www.uklon.com.ua.  The Website is the result of computer programming and belongs to software products.

1.7. Mobile Application (Mobile Application “Uklon”) – a copy of a computer program in the form of a mobile application for iOS, Android mobile devices called “Uklon Driver”, which is provided by Uklon to the Uklon Partner for temporary use (during the term of this Agreement) for the functional purpose of the end user as a tool for obtaining access to the Online Service.

1.8. A public offer is an offer of Uklon, placed on the Website and addressed to an unspecified circle of individuals or legal entities to enter into this Agreement through its Acceptance.

1.9. Acceptance is a full, unconditional and unconditional acceptance by the Obligation Partner of the terms of the Public Offer. By accepting the Public Offer, the Uklon Partner confirms its familiarity with and full, unconditional and final agreement with all the terms of the Agreement, as well as its willingness to join the Agreement.

1.10. Internal balance – a section of the account (personal account) that reflects the amount of money that was paid by the Uklon Partner or third parties on behalf and in the interests of the Uklon Partner to the benefit of Uklon as a preliminary payment for the Uklon Partner’s access to the Online Service or other services provided by Uklon to the Uklon Partner in accordance with the terms of this Agreement.

1.11. Services – services for the transportation of passengers by road transport, services for the transportation of several passengers by road transport in one direction (joint trip), services for driving the User’s vehicle (“driver” service), courier delivery services and Additional Services provided by Uklon Partner to Users.

1.12. Additional Services – services that can be provided by the Uklon Partner at the request of the User, including, but not limited to: services for starting the engine of the User’s car using a special starting and charging device or by connecting the appropriate starter wires (starter cables) from the discharged car battery (lead-acid rechargeable battery) to the working battery of Uklon Partners’ car (“starter” service), services for pumping up the wheel(s) of the User’s car (“tire inflation” service), other Services.

1.13 Fee – the fee paid by the Uklon Partner as payment for access to the Online Service. To refer to the Fee, Uklon may use the term “commission” in its external and internal communications in accordance with established practice (business customs) of using this term among online services similar to the Online Service. However, the use of the term “commission” to refer to the Fee does not in itself give rise to legal relations arising from a commission agreement and does not create any rights and/or obligations for Uklon and Uklon Partners in connection with commission legal relations, except as provided in clause 9.12. of this Agreement.

1.14. Maximum fee – the maximum amount of Fee, the amount and payment procedure of which are specified in Section 4 of the Agreement.

1.15. Discount for Uklon Partner – a reduction in the cost of Fee, valid for a limited period and provided on behalf of and at the expense of Uklon in favor of the Uklon Partner.

1.16. User Discount – a reduction in the cost of the Service, valid for a limited period and provided on behalf of Uklon, but at the expense of the Uklon Partner, in favor of the User in the manner provided for in clause 9.12. of this Agreement.

1.17. Promo code – a set of various symbols (numeric, and/or verbal, and/or combined, etc.), upon activation of which the User has the opportunity to receive the User Discount.

2. SUBJECT OF THE AGREEMENT

2.1. Under this Agreement, Uklon provides the Uklon Partner with access to the Online Service, which is provided via the Internet on the Website and/or with the help of the Mobile Application for the Fee established by this Agreement, in the city of Kyiv and its suburbs of Kyiv.

2.2. Access to the Online Service is provided to the Uklon Partner exclusively for interaction with Uklon for the purpose of processing and executing Orders and automatically building optimal routes, as provided for by the available functionality of the Online Service. At the same time, the Uklon Partner is granted a permit to use the Online Service (Technology Platform) and the objects of intellectual property rights included in it (non-exclusive public license), namely their reproduction, in whole or in part, on their own computer and/or mobile device, in one copy on each device, public performance and public display.

2.3. Uklon Partner decides at its own discretion whether to accept or not to accept the Order for execution. In case of acceptance of the Order, the Uklon Partner undertakes to pay to Uklon the Fee provided for in this Agreement in accordance with Clause 4 of this Agreement.

2.4. Full and unconditional acceptance of a valid Public Offer in accordance with Article 642 of the Civil Code of Ukraine is the fact that the Uklon Partner makes a payment of the Fee for obtaining access to the Online Service.

2.5. The moment of Acceptance of a valid Public Offer, defined in clause 2.4 of the Agreement, is considered the moment of conclusion of the Agreement. The contract concluded with the acceptance of a public offer is legally valid in accordance with Article 642 of the Civil Code of Ukraine and is equivalent to the contract signed by the parties.

2.6. To gain access to the Online Service, the Uklon Partner registers through the Website or Mobile Application, as a result of which a unique account (personal account) is created, which provides his access to the Online Service.

2.7. When registering, the Uklon Partner is obliged to provide reliable information about himself by filling out the appropriate registration form. In the event that the Uklon Partner provides inaccurate information during registration or later when using access to the Online Service, Uklon has the right to suspend or cancel the operation of the Uklon Partner’s unique account (registration) without prior notification or obtaining any consent from the Uklon Partner.

2.8. In the event that the actions of the Uklon Partner may lead to a violation of any norms of current legislation of Ukraine, human rights, as well as the possibility of claims against Uklon and/or the involvement of Uklon in liability for the actions of the Uklon Partner, Uklon has the right to immediately block the actions of the Uklon Partner, and also suspend or cancel the Uklon Partner’s account without prior notice or obtaining any consent from the Uklon Partner.

2.9. During registration in the Online Service, the Uklon Partner must generate independently and enter a unique password. At the same time, Uklon Partner bears full responsibility for the reliability of the provided password and the protection of its unique account.

2.10. In the event that a third party gains access to the Uklon Partner’s unique account, the Uklon Partner must immediately notify Uklon to take appropriate measures, provided that the Uklon Partner can confirm the legitimacy of his use of the unique account.

2.11. The Uklon partner independently ensures the preservation of information about its passwords, including, but not limited to, registration codes and other confidential information. Uklon is not responsible for the consequences of the Uklon Partner’s loss of confidential information about his/her personal data (login, password, registration code). This provision applies both to the Uklon Partner’s transfer of personal data information to third parties voluntarily, and to the Uklon Partner’s loss of confidential personal data information against his/her will.

2.12. Registration for the purpose of accessing the Online Service  by the Uklon Partner, which is a legal entity or an individual entrepreneur (hereinafter referred to as a Motor transport company). After concluding a separate agreement, the Motor transport company can independently register unique accounts for its employees and/or service providers. In such case, the Motor transport company must ensure that its employees and/or service providers comply with the requirements of this Agreement and any other Uklon terms posted on the Website and agree to act in accordance with their terms and obligations. The Motor transport company and its employees and/or service providers are jointly and severally liable for any violation committed by such employee and/or service provider.

2.13. Disable an inactive unique account. In order to avoid inefficient allocation of resources, Uklon has the right to delete (close) the unique account of the Uklon Partner, if the Uklon Partner does not use the unique account for 2 (two) consecutive years, including, but not exclusively, does not authorize in the personal account.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3. 1. Obligations of the Uklon Partner:

3. 1. 1. fulfill all accepted Orders, subject to the exceptions provided for in this Agreement;

3. 1. 2. execute the Order exclusively using vehicles that are in proper technical condition, taking into account the period of operation, mileage of the vehicle and seasonality;

3. 1. 3. carry out maintenance of the vehicle with which the Orders are executed;

3. 1. 4. to comply with the rules of passenger transportation, which are defined by the legislation of Ukraine;

3. 1. 5. issue and keep up-to-date all the necessary permit documents, which are defined by the legislation of Ukraine regarding the provision of services for domestic transportation of passengers by passenger cars;

3. 1. 6. not transfer either the right or the possibility of access to the Online Service to third parties;

3. 1. 7. timely and fully pay the Fee for obtaining access to the Online Service;

3. 1. 8. to provide Uklon with the necessary information related to the fulfillment of the terms of this Agreement;

3. 1. 9. in the case of refusal without good reason to fulfill the accepted Order, notify Uklon about it. Otherwise, the Agreement may be terminated by Uklon unilaterally;

3. 1. 10. comply with the Standard Requirements for Cooperation posted on the Website under the links: Driver etiquette and Requirements for cars ;

3. 1. 11. during the execution of the Order, do not use mobile applications and navigators that are directly or indirectly controlled by Russian natural persons and/or legal entities, including, but not limited to: “Yandex Maps and Navigator”, “2GIS-accurate offline – maps”, “GPS navigator CityGuide”, “Navitel Navigator”;

3. 1. 12. in case of receiving a notification in the Mobile Application about the need to return the shipment to the User (sender) during the execution of the Order for the provision of courier delivery services, return such shipment to the User;

3. 1. 13. provide services to Users in the national language;

3. 1. 14. play music in the salon of the vehicle only after obtaining the consent of all Users;

3. 1. 15. not to take photos or videos of the Users, audio recordings of their conversations or other sounds related to the Users, not to conduct audio or video broadcasts, live broadcasts, etc. and not to carry out any other forms of recording the Users, their appearance, sounds, etc, movements, sounds, etc., without their consent, as well as not to publish or distribute in any way photos, video, sound recordings, video or audio broadcasts, information from them or other similar materials with or about Users without their consent. Such consent of the User must be clearly expressed and obtained before the start of shooting/recording;

3. 1. 16. refrain from personal contacts with Users that are not directly related to the execution of the Order;

3. 1. 17. not to use the personal data of Users, which became known to the Uklon Partner during the execution of the Order, for their own personal purposes or in the interests of third parties;

3.1.18. refrain from placing the following information on the outer surfaces and inner surfaces of the vehicle which is used for Services provision:

(i) advertising and information, the placement (distribution) of which is prohibited by the current legislation of Ukraine, including unfair advertising;

(ii) advertising and information that is posted (distributed) in violation of the current legislation of Ukraine;

(iii) advertising and information related to gambling, alcoholic beverages, tobacco products, other smoking products, THP and electronic cigarettes.

3.1.19. Execute the Order for the provision of Additional Services with the help of technical means (including, but not limited to: tools, start cables, devices, etc.) that are in proper technical condition, taking into account the requirements or recommendations of the manufacturers of these technical means for: methods, restrictions or warnings regarding their use, service life, the need and frequency of their maintenance, storage conditions, etc..

3.1.20. At the request of the User, provide information about the Additional Services and the technical means (including their technical characteristics) by which such Additional Services are provided.

3.1.21. During the provision of the Services, ensure compliance with the requirements stipulated by law for the relevant Services (including those related to environmental protection, fire safety, labour protection, safety, etc.)

3.1.22. To independently satisfy the claims of the Users, to be responsible to the Users for the quality of the Services and to independently compensate the Users for losses and/or damages caused by the actions or inaction of the Uklon Partner, including improper provision of the Services. The road transport company and its employees and/or service providers shall be jointly and severally liable for any violation committed by such employee and/or service provider. If the User makes any claims to Uklon related to the provision of the Services, the Uklon Partner shall reimburse Uklon for any and all losses/damages in full that Uklon may incur in connection with the settlement of such claims, including but not limited to any legal costs associated with the assessment of losses/damages and filing claims related to the reimbursement of such losses/damages, legal aid costs, court costs, etc.

3.1.23. To be solely responsible for the quality and safe provision of the Additional Services, compliance with the requirements stipulated by the legislation of Ukraine (including those related to environmental protection, fire safety, labor protection, technical safety, etc.).

3. 2. Rights of the Uklon Partner:

3. 2. 1. access the Online Service and use it in accordance with the terms of this Agreement;

3. 2. 2. to receive from Uklon the necessary clarifications related to the fulfillment of its obligations under this Agreement;

3. 2. 3. in the event that the Uklon Partner discovers during the performance of the courier delivery service items, the transportation and delivery of which is prohibited by the current legislation of Ukraine, to refuse the transportation and delivery of such items;

3. 2. 4. withdraw your consent to the life and health insurance provided by Uklon at any time by sending a corresponding message to the following e-mail address of Uklon: control@uklon.com.ua .;

3. 2. 5. use the “SOS” button in case of emergency situations.

3. 3. Responsibilities of Uklon:

3. 3. 1. provide the Uklon Partner with the opportunity to access the Online Service from an electronic device (mobile phone, tablet, computer) of the Uklon Partner and the opportunity to register a personal account on the Website;

3. 3. 2. demand compliance by the Uklon Partner with the appropriate level of service to Users in accordance with this Agreement.

3.3.3. on its own behalf, but at the expense of the Uklon Partner, generate and distribute Promo Codes, upon activation of which the User has the opportunity to receive a User Discount in accordance with the procedure provided for in clause 9.12. of this Agreement.

3. 4. Uklon rights:

3. 4. 1. check compliance by the Uklon Partner with the terms of this Agreement;

3. 4. 2. to receive the Fee from the Uklon Partner in accordance with the procedure provided for in this Agreement;

3. 4. 3. in case of non-fulfillment or improper fulfillment by the Uklon Partner of the terms of this Agreement, to demand the elimination of violations;

3. 4. 4. refuse the Uklon Partner to conclude this Agreement or terminate it unilaterally without warning in case of non-compliance or violation by the Uklon Partner of this Agreement and/or the Standard Requirements for Cooperation posted on the Website;

3. 4. 5. terminate this Agreement unilaterally or temporarily suspend access to the Online Service without warning in the event that the Uklon Partner commits actions that carry financial and/or reputational risks or other negative consequences for Uklon ;

3. 4. 6. to insure the life and health of the Uklon Partner during the execution of the Order. Insurance is carried out by Uklon at its own expense, the Uklon Partner is not obliged to pay any insurance payments. The choice of insurance company and insurance conditions are determined at the discretion of Uklon, to which the Uklon Partner gives his consent.

3.4.7. In order to ensure equality of Users and Uklon Partners in access to the provision/receipt of the Services, as well as to increase the safety of Users and Uklon Partners and to ensure equal rights and opportunities for women and men, Uklon, at its sole discretion, has the right to periodically and temporarily introduce various additional incentive measures or motivational programs, in particular to enable female Users to place an Order for Services provided by female Uklon Partners, and vice versa, to enable the female Uklon Partner to select Orders placed by female Users. To find out about the possibility to accept and fulfill such Orders and to activate this option, a female Uklon Partner can use the instructions and prompts of the Online Service interface provided via the Internet on the Website and/or via the Mobile Application.

Uklon does not guarantee that all Users who have indicated that they are female when registering with the Uklon online service and passengers traveling with or instead of Users will be female or will have external features that the Uklon Partner may associate with the female gender. The person providing the information on sex/gender is responsible for the accuracy of the information.

A female Uklon Partner who has accepted for execution an Order placed by a User who, when registering in the Uklon online service, indicated his/her gender as female, may cancel this Order by calling the Uklon hotline number posted in the Online Service without incurring liability or other negative consequences provided for the cancellation of the Order, if before the start of the Order execution or during its execution it turns out that the User or passengers traveling with him/her or instead of him/her are male (including if the Uklon Partner has reasonable doubts that the User or passengers are female).

It is worth noting that the community of Uklon Users and Partners is diverse and includes people of different sexes and genders. Some people may not express their sex or gender identity or may not look in accordance with other people’s perceptions of female characteristics.

By activating the possibility of accepting and fulfilling Orders placed by female Users through the Online Service, the Uklon Partner agrees to transfer information about its sex to Users or other third parties in order to organize the fulfillment of such Orders.

3.4.8. at its own discretion and expense, provide the Uklon Partner with a Discount for Uklon Partner.

4. AMOUNT OF FEE AND PROCEDURE OF CALCULATIONS

4.1. Uklon Partner pays Uklon a Fee for providing access to the Online Service. The Maximum fee (in the meaning specified in clause 1.14. of this Agreement) is 23% of the cost of the Transportation Services specified in the Order.

4. 2. Payment of the Fee for access to the Online Service is made by the Uklon Partner through payment terminals or by non-cash payment to the Uklon current bank account. The Uklon Partner has the right to make an advance payment for providing access to the Online Service.

4.3. The Maximum fee may be changed by Uklon temporarily or permanently depending on various factors at Uklon’s discretion by notifying Uklon Partner in the manner specified in section 5 of this Agreement. Also, depending on certain circumstances (the ratio of supply and demand, implementing measures aimed at increasing demand, and/or other specifics of the Order), Uklon reserves the right to reduce the amount of fee that is actually applied to individual Orders by providing the Uklon Partner with an appropriate Discount for Uklon Partner. Uklon Partner is informed and consents to the fact that the reduction of the Maximum fee is carried out by Uklon without prior notification to Uklon Partner.

4. 4. The Uklon Partner pays Uklon a payment for the provision of maintenance and administration services for the Uklon Partner’s unique account (personal account) in the Online Service and unique account deletion (deactivation) services (hereinafter – Administration Services). From the moment the unique account is deleted, the Administration Services are considered to be properly provided by Uklon and accepted by the Uklon Partner.

4.5. Granting a Discount to the Uklon Partner is an exclusive unilateral obligation of Uklon. Granting such a Discount to the Uklon Partner does not imply that the Uklon Partner shall fulfill any obligations or provide any services to Uklon, including advertising, promotion, and sales promotion of Uklon’s services. Furthermore, Discounts for Uklon Partners are not individually (personally) assigned to a specific Uklon Partner.

4. 6. The Parties agreed that, in case of deletion of the unique account (personal account), the balance of the advance payment, which is reflected in the Internal Balance of the Uklon Partner as of the date of such deletion, is the cost of the Administration Services provided to the Uklon Partner as agreed by the Parties.

5. TERM OF THE AGREEMENT, PROCEDURE FOR AMENDMENT AND TERMINATION

5. 1. This Agreement is concluded for an indefinite period and may be terminated by any of the Parties unilaterally with prior notification of the other Party 5 (five) days before the date of termination, unless otherwise provided by the provisions of this Agreement.

5. 2. If within 1 (one) year from the moment of making the last payment of the Fee for access to the Online Service, the Uklon Partner has not made any further payment, this Agreement shall be deemed terminated. This provision does not deprive the Uklon Partner of the right to contact Uklon for the purpose of concluding a new Agreement in the future.

5. 3. Uklon has the right to unilaterally change or update the terms of this Agreement at any time, including by approving a new version of the Agreement. All changes in this Agreement, including those set forth in the updated version of the Agreement, enter into force from the date of the revision of the Agreement, which is indicated at the end of the text of the Agreement.

5. 4. Uklon notifies about amendments to the Agreement by sending a corresponding notification to the Uklon Partner by means of communication indicated by the Uklon Partner during registration, and by publishing the amended or updated version of the Agreement on the Website. The moment when the Uklon Partner becomes familiar with the published information is considered the moment when the information became available to the Uklon Partner in accordance with the terms of this Agreement.

5. 5. Any changes to the Agreement from the moment it enters into force apply to all persons who joined the Agreement, including those who joined the Agreement before the date of entry into force of the changes to the Agreement.

5. 6. Amendments to the Agreement, published by Uklon in the manner prescribed by this Agreement, become effective from the moment of publication of the amendments to the Agreement or the publication of the updated version of the Agreement. In this regard, the Uklon Partner is suggested to periodically review the current version of the Agreement, in particular, on the Website.

5.7. Detailed information on the deletion of a unique account (personal account) by the Uklon Partner is indicated on a separate page of the Website, which is freely accessible https://uklon.com.ua/en/delete-account-en/.

6. RESPONSIBILITY OF THE PARTIES

6. 1. The Parties are responsible for non-fulfillment or improper fulfillment of obligations, provisions or conditions of this Agreement in accordance with the current legislation of Ukraine, unless otherwise provided for in this Agreement.

6. 2. In the event that the Uklon Partner has violated its obligations to make any payments under the Agreement, Uklon has the right to demand from the Uklon Partner, and the latter undertakes within 10 (ten) calendar days from the date of receipt from Uklon of the corresponding notice of payment, to pay to Uklon a penalty in the amount of double the accounting rate of the National Bank of Ukraine on the overdue amount for each day of overdue.

6. 3. If the Uklon Partner violates its obligations to make payments under the Agreement, Uklon has the right to terminate the Uklon Partner’s access to the Online Service without warning.

6. 4. Termination of access to the Online Service Uklon due to the reasons specified in Clause 6. 3 of the Agreement does not release the Uklon Partner from the fulfillment of obligations that arose before such termination of access to the Online Service, as well as payment of penalties in favor of Uklon.

6. 5. In case of termination of access to the Online Service in accordance with clauses 6. 3, 6. 4 of this Agreement, in order to renew the provision of such access, the Uklon Partner must pay the debt (including penalties) in favor of the Uklon in full. If the Uklon Partner does not wish to renew access to the Online Service within 5 (five) calendar days from the date of termination of such access, Uklon has the right to unilaterally terminate this Agreement.

6. 6. In case of cancellation by the Uklon Partner of accepted Orders, Uklon may apply the following measures of influence: the first cancellation – a warning, the second cancellation – a fine of UAH 50,00, the third cancellation or more – a fine of UAH 100,00 for each cancellation, cancellation of orders to “Boryspil” international airport and/or in the opposite direction — a fine of UAH 300,00 for each case of cancellation.

6. 7. In the event that the Uklon Partner makes unjustified and/or false presses of the “SOS” button, which is intended exclusively for emergency situations during the execution of Orders, Uklon applies the following measures of influence: the first false call – a warning, the second false call – a fine in the amount 50,00 hryvnias, the third summons or more — a fine in the amount of 100,00 hryvnias for each case.

6. 8. If the Uklon Partner increases the cost of the service specified in the Order, Uklon has the right to charge the Uklon Partner a fine equal to the amount of the excess of the cost of the service specified in the Order.

6. 9. In case of damage caused to Uklon, as a result of a violation by the Uklon Partner and/or the persons involved by them of the documents Driver etiquette and Requirements for cars posted on the Website, the Uklon Partner shall pay a fine of up to UAH 100,000.00 at the request of Uklon.

6. 10. Uklon is not obliged to pay the Uklon Partner the value of the Order specified for the User, if the payment has not been made for any reason (insufficient funds in the User’s account, cancellation of the payment, error of any party to the payment transaction, etc.). In this case, Uklon can help the Uklon Partner to request the appropriate amount of the Order from the User and help in communication with the User regarding debt repayment. In any case, regardless of the provisions of this paragraph, Uklon is not a party to the contract for the provision of services concluded between the Uklon Partner and the User.

6. 11. All complaints and claims that arise in any relation to the Services are accepted and considered with the help of Uklon service (information) support. In case, based on the results of consideration of complaints and claims of Users, it turns out that the Uklon Partner is guilty of the quality of the services provided, the Uklon Partner bears full responsibility for the violation of the quality of services that arose due to its fault.

7. FORCE MAJOR

7. 1. None of the Parties shall be liable for non-performance or improper performance of its duties, if such non-performance or improper performance is caused by the occurrence of force majeure circumstances major

7. 2. To force force majeure includes, but is not limited to: (1) fire, flood, earthquake, explosion, storm, landslide, epidemic and other natural phenomena and natural disasters; (2) as well as military actions, strikes, disruptions in the operation of payment systems and telecommunication networks, the adoption of a decision by a state authority or local self-government body that made the proper execution of this Agreement impossible, etc.

8. PERSONAL DATA

8.1. All issues related to the processing of the Uklon Partner’s personal data are regulated by a separate Privacy Policy, which is posted on the Website and in the Mobile Application.

9. OTHER PROVISIONS

9. 1. This Agreement is freely available on the Website. The Agreement enters into force for Uklon from the moment of its publication on the Website, for the Uklon Partner from the moment of its Acceptance, taking into account the provisions of Clause 5. 5. of the Agreement.

9. 2. The contract can be concluded with any natural person who has reached the age of majority and has full legal capacity. The contract can be concluded with any legal entity created in accordance with the legislation of Ukraine, any other state or international norms.

9. 3. The place of conclusion of this Agreement is the location of Uklon.

9. 4. In cases not provided for by this Agreement, the Parties shall be governed by the current legislation of Ukraine.

9.5. By accepting the execution of the Order, according to which the User has chosen a non-cash method of payment for the Services, the Uklon Partner thereby confirms that he has read and accepts the conditions (public contracts) on the provision of funds transfer services without opening an account for Uklon Partners, publicly offered by the payment institutions that provide the service relevant payment transactions. The partner has the opportunity to familiarize himself with the conditions (public contracts) on the provision of funds transfer services without opening an account on the official websites of the relevant payment
institutions, namely:

9.5.1. With the terms of providing funds transfer services without opening an account, which are provided to Users by PROFITGID LIMITED LIABILITY COMPANY – on the website https://www.profitgid.ua /;

9.5.2. With the conditions of providing funds transfer services without opening an account, which are provided to Uklon Partners by UNIVERSAL PAYMENT SOLUTIONS LIMITED LIABILITY COMPANY – on the website https://www.ipay.ua .

9.6. Payment of the cost of Services or other payments by Users and their payments in favor of Uklon Partners are made through the payment systems involved by Uklon.

9.7. Any disputes and disagreements arising out of or in connection with this Agreement or its conclusion, execution or termination shall be resolved through negotiations between the Parties. If the Parties cannot settle the dispute through negotiations within 30 (thirty) calendar days after one of the Parties has notified the other Party in writing of the occurrence of such a dispute or disagreement, then such a dispute shall be resolved in a court of law under the jurisdiction and jurisdiction established by the legislation of Ukraine.

9.8. The Uklon Partner is obliged to maintain the vehicle using which the Services are provided and all the equipment and facilities necessary for the performance of the Services and access to the Online Service in good condition. The Uklon Partner is responsible for paying all costs incurred by him/her in the provision of the Services, fuel costs, cost of mobile tariff plans, customs duties, vehicle depreciation, insurance, relevant income taxes, corporate taxes or personal income taxes , etc.

9.9. If, during the provision of transportation Services, any of the Users negligently damaged the vehicle or its equipment (among other things, damaged or polluted the vehicle or caused a stench in the vehicle), Uklon Partner has the right to demand compensation from the User for any damages. At the same time, Uklon does not guarantee reimbursement of such damages by the User and does not bear any responsibility for direct or indirect damages/expenses related to the cleaning or maintenance of the vehicle caused by the actions of the Users.

9.10. The Uklon Partner undertakes to comply with all tax obligations arising for the Uklon Partner in connection with the provision of the Services, including (i) payment of personal income tax, military duty or any other applicable tax/duty; and/or (ii) a single contribution to mandatory state social insurance or other similar payment for yourself and/or for your employees as required by law and/or (iii) fulfillment of all obligations regarding registration and/or registration of the Uklon Partner and/ or employees of the Uklon Partner and/or tax registration for calculations and transfers to the relevant budget and/or to the relevant account, as required by current legislation.

9.11. If the state authority requests Uklon to provide information regarding the Uklon Partner’s activities, Uklon has the right to provide the state authority with any and all information it has about the Uklon Partner’s activities to the extent required by law. Uklon Partner is obliged to comply with all current tax regulations that may be applied in connection with the provision of Services. The Uklon Partner undertakes to compensate Uklon for any and all taxes, contributions, state fees, payments, fines or other mandatory payments or obligations, as well as applicable penalties and fines, that Uklon incurs in connection with the failure of the Uklon Partner to fulfill its obligations arising from the applicable tax regulations (including the obligation to pay personal income tax, military duty and the single contribution to the mandatory state social insurance or any other applicable mandatory payment).

9.12. By accepting this Public Offer, the Uklon Partner enters into a commission relationship with Uklon, which is based on a commission agreement, but only for the purpose of generating and distributing Promo Codes and, accordingly, providing User Discounts (as defined in clause 1.16. of this Agreement).

9.12.1. As a result of accepting this Public Offer, the Uklon Partner, as the principal and provider of Services, instructs Uklon, as the commission agent, to take actions to generate and distribute Promo Codes for the benefit of Users, upon activation of which Users are able to receive a User Discount (as defined in clause 1.16. of this Agreement).

9.12.2. The generation and distribution of Promo Codes shall be carried out on behalf of Uklon, as the commission agent, but at the expense of the Uklon Partner, as the principal, in order to stimulate demand for the Services provided by the Uklon Partner. To avoid any misunderstandings, the Parties have agreed that the phrase “at the expense of the Uklon Partner” in this subclause 9.12.2. of clause 9.12. of the Agreement, means that the Uklon Partner, as a result of the User’s use of the User Discount (as defined in clause 1.16. of this Agreement), receives a discounted (by the nominal value of the Promo Code) rather than the full cost of the Service provided by it.

9.12.3. The frequency of generation and distribution of Promo Codes is determined at the discretion of Uklon, as the commission agent.

9.12.4. The nominal value of Promo Codes, the validity period of Promo Codes, and other essential terms and conditions of use of Promo Codes are determined at the discretion of Uklon, as the commission agent.

9.12.5. The determination of the criteria for the distribution of Promotional Codes to certain Users is at the discretion of Uklon, as the commission agent.

9.12.6. The obligations of Uklon, as the commission agent, to the Uklon Partner, as the principal, for the generation and distribution of Promo Codes to Users are indefinite.

9.12.7. Uklon’s obligations as a commission agent to the Uklon Partner as the principal for the distribution of Promo Codes to Users are limited to the territory in which the Services may be provided.

9.12.8. For the generation and distribution of Promo Codes by Uklon, as the commission agent, the Uklon Partner, as the principal, shall pay to Uklon, as the commission agent, a commission fee in the amount of 1.00 (one) hryvnia 00 kopecks (including VAT). At the same time, the Parties have agreed that the commission fee shall be paid by the Uklon Partner to Uklon exclusively if the Uklon Partner has provided, at its own expense, at least one User Discount (as defined in clause 1.16 of this Agreement) received by the User using the Promo Code generated and distributed by Uklon as the commission agent. The amount of the commission fee which should be paid by the Uklon Partner, as the principal, to Uklon, as the agent, is fixed and does not depend on the number of Discounts for Users (within the meaning of clause 1.16. of this Agreement) provided by the Uklon Partner at its own expense to the Users. The Parties have agreed that a fixed commission fee of 1.00 (one) hryvnia 00 kopecks (including VAT), payable by the Uklon Partner, as the principal, shall be included in the cost of the Administration Services provided for in clause 4.4 of this Agreement.

9.12.9. Generation and distribution of Promo Codes by Uklon, as a commission agent, does not imply/initiate the provision of any services by the Uklon Partner to Uklon, as well as the payment by the Uklon Partner of any remuneration, compensation, payments to Uklon, except for the commission fee provided for in sub-clause 9.12.8. of clause 9.12. of this Agreement.

9.12.10. Detailed information about the Service provided by the Uklon Partner (for which the User received a User Discount), which is available for review in the Uklon Partner’s personal account, shall be considered the commission agent’s report for the purposes of this clause of the Agreement.

9.12.11. Uklon, as a commission agent, is obliged to publish on the Website detailed rules for obtaining and using Promo Codes by Users, which must be available for review by the Uklon Partner.

9.13. This Agreement does not establish any other legal relations (including labor relations) between the Parties and/or with any third parties than those established by this Agreement.

9.14. If any provision or condition of this Agreement is found to be invalid or not statute-barred, all other terms and conditions shall remain valid and statute-barred. All such invalid or non-time-barred provisions shall be amended to be valid, time-barred and reflect the intent of the parties.

9.15. The database formed as a result of the provision of Uklon services is the exclusive property of Uklon, and the Uklon Partner does not have any rights or powers in relation to it, including the registration of the database in accordance with the current legislation of Ukraine.

9.16 This Agreement is drawn up in the Ukrainian language, but is provided for viewing in English. In the event of a discrepancy between the original version of the Agreement in the Ukrainian language and the version of the Agreement in English, the provisions of the original version of the Agreement in the Ukrainian language shall apply in this case.

9.17. All rights and obligations of the provider of access to the Online Service under this Agreement may be transferred to a third party (hereinafter referred to as the Substitution of the provider) at any time, and a corresponding notification (hereinafter referred to as the Notification) shall be posted on the Website and/or in the Mobile Application for the Uklon Partner.

9.17.1. The date of the Substitution of the provider shall be the relevant date specified in the Notification. Starting from that date, all rights and obligations of the provider of access to the Online Service shall be transferred to the third party specified in the Notification, which shall become the provider of access to the Online Service under this Agreement. In this regard, the Agreement shall reflect changes in the name and other details of Uklon.

9.17.2. The Uklon Partner agrees to the Substitution of the provider by taking actions that indicate the continued use of the Online Service and fulfillment of the terms of this Agreement after the date of Substitution of the provider, including, but not limited to: by active consent to the terms of the Agreement after the date of Substitution of the provider, or by accepting Orders for execution after the date of Substitution of the provider, or by paying the fee for access to the Online Service in favor of a third party that has become the provider of access to the Online Service as a result of Substitution of the provider, etc.

9.17.3. If the Uklon Partner does not agree to the Substitution of the Provider, the Uklon Partner shall immediately stop using the Mobile Application and/or the Website. Continued use of the Mobile Application and/or the Website after the date of the Substitution of the provider shall constitute the unconditional consent of the Uklon Partner to the Substitution of the provider and unconditional acceptance of the Agreement. Uklon reserves the right to block and delete the account of the Uklon Partner who has not agreed to the Substitution of the provider.

10. DETAILS:

LLC “UKLON CORPORATE”

04073, Kyiv, pr-t. S. Bandery, bldg. 20B

EDRPOU code 44378710

IBAN: UA373006140000026001500599052

in JSC “CREDI AGRICOLE BANK”

TIN 443787126542

Tel. + 38(050)-780-63-87

e-mail: uklon2@uklon.com.ua

Published on May 26, 2025