Affiliation contract

AFFILIATION AGREEMENT

This Agreement (the "Affiliation Agreement") is concluded between:

1. LEONE GO APP S.R.L., legal entity established and functioning in accordance with Romanian law, with headquarters in Bucharest, Sector 3, Str. Seven Roads no. 10, ap.30, postal code 031647 with no. of order in the Trade Register J40 / 13463/2019, Unique Registration Code 41740960, IBAN account: RO65UGBI 0000 4720 0993 2RON, opened at GUARANTEES BANK - CENTRALA. ("Digital platform operator")
   And

2. "Beneficiary" and / or "Alternative transport operator", a company having identification data [...]

jointly referred to as "the Parties" and, individually, the "Party",
considering:

• the provisions of OUG no. 49/2019 regarding the alternative transport activities with car and driver and the provisions of Order no.734 / 2019 regarding the regulation of the procedure for granting / withdrawing the technical opinion for the digital platforms for alternative transport with car and driver,

• The digital platform operator has developed the Leone Go App Digital Platform ("the Application") to connect the alternative transport operators with the passengers,

• The alternative transport operator is authorized to carry out alternative transport services by car and intermediate driver through a digital platform, hereinafter referred to as "alternative transport";

The parties have decided to conclude this Affiliation Agreement in order to provide alternative transport services to passengers, as follows:

1. In interpreting the provisions of this Agreement, the Parties shall consider the following definitions:

1.1. "Transport service provider / alternative transport operator" - any authorized or legal natural person who legally holds / uses a transport license or authorization issued in accordance with OUG 49/2019, for which there is an account in the Leone Go App platform, opened by the legal or conventional representative and with whom the Leone Go App is in direct contractual relationship for the intermediation services offered through the Leone Go App platform.

1.2 "Alternative Transport Operator's Account" - means the account activated by the Digital Platform Operator in order to make available the Digital Platform for Drivers identified by the Alternative Transport Operator. The Transport Operator's account can be used by the Alternative Transport Operator to monitor the transport services provided by the Drivers identified by the Alternative Transport Operator;

1.3 "Driver's account" - means the account activated by the Digital Platform Operator for each Driver identified by the Alternative Transport Operator for the use of the Digital Platform;

1.4. "Driver" means an agent, employee or contractor of the Client: (a) who meets the LEONE GO APP conditions valid at that time to be an active driver of LEONE GO APP Services; (b) which LEONE GO APP authorizes to access LEONE GO APP Services to provide Transport Services on behalf of the Customer; and (c) who has assumed obligations under the Contract.

1.5. "Driver identifier" means the identifier and password assigned by LEONE GO APP to a Driver, which allow the Driver to use and access the Driver Application.

1.6. The "fare" is the value of the races.

1.7. "Road charges" means any applicable road charges, bridge, ferry, tunnel and airport charges, including urban congestion, environmental or similar charges, as reasonably determined by LEONE GO APP Services based on the information available.

1.8. "Transport services" means the provision of passenger transport services.

1.9. "Vehicle" means any vehicle of the Customer which: (a) meets the LEONE GO APP requirements at that time for a vehicle providing LEONE GO APP Services; and (b) is authorized by LEONE GO APP for use by a Driver for the purpose of providing Transportation Services on behalf of the Customer.

1.10 "Client" - Any legal or natural person with full exercise capacity who accesses the Application being interested in the services offered by the Drivers.

2. OBJECT

   1. The object of the contract consists in the provision of alternative transport services by the Parties in accordance with the provisions of the applicable legislation in the field.

   2. In the execution of this Contract the Beneficiary, as an alternative transport operator, can access the Leone Go App application through the drivers for whom it is authorized to provide alternative transport services.

   3. Leone Go App, as operator of the digital platform, makes available to the Beneficiary the Application, for the purpose of intermediating the transport services between passengers with several alternative transport operators, as well as other authorized carriers, the Beneficiary having no exclusive or preferential rights regarding the use application.

3. BENEFICIARY'S DRIVERS

   1. In carrying out this Agreement, Leone Go App will grant access to the drivers nominated by the Beneficiary, by activating their accounts, at the time of conclusion or during the Contract.

   2. 3.2. The beneficiary is responsible for ensuring compliance with the conditions of authorization of drivers, in accordance with the legal provisions. Also, the Beneficiary will promptly notify Leone Go App of any changes in the conditions, including those of the authorization, of the drivers. Any delay in this regard will be attributed to the Beneficiary, the latter being fully responsible for any and all potential damages suffered by the Leone Go App.

4. PRICE AND METHOD OF PAYMENT

   1. The parties agree by this Agreement, the price established in accordance with the pricing scheme provided in Annex 1.

   2. Regarding the payment for the value of the alternative transport courses, this can be made by the clients either in cash or at the POS of the driver, insofar as the cars are equipped for this purpose, or the payment by card through the Application.

   3. In fulfilling its obligations, Leone Go App will issue, on behalf and on behalf of the Beneficiary, and send the electronic invoice, either at the end of each race, or later in accordance with the legal provisions, unless the client opts for payment in cash or at the POS of the driver, in which case the Beneficiary is the sole responsible for issuing the payment evidence.

5. DURATION

   1. This Contract is concluded for a period of […]. Each Party may unilaterally denounce the Contract by sending a prior written notification of [...] calendar days prior to the termination of the Contract.

6. FEES

   1. In exchange for making available the Digital Platform for Drivers identified by the Alternative Transport Operator, the Alternative Transport Operator will pay to the Digital Platform Operator the price of the Contract, according to Annex no. 1.

   2. Regarding the tariffs for alternative transport routes, the Digital Platform Operator reserves the right to implement dynamic algorithms that affect the tariff, based on the digital platform functionalities.

   3. The operator of the digital platform informs the passenger about the fare applicable to the transport route prior to its acceptance, in accordance with the legal provisions. The alternative transport operator undertakes not to charge and not request from passengers, directly or through the Drivers, other amounts than those displayed on the digital platform, under the sanction of exclusion from the platform of the drivers who have been identified by performing these deviations. In case of repeated events, the Digital Platform Operator reserves the right to exclude the alternative transport operator from the platform.

   4. The operator of the digital platform reserves the right to charge passengers / users of the Digital Platform a series of additional fees / charges, related to services and / or facilities, without any prior notification or information of the Alternative Transport Operator. These fees / charges are displayed in the Digital Platform.

   5. The payment for the value of the alternative transport routes may be made by the passengers through the Digital Platform: (i) in cash or at the POS of the Alternative Transport Operator, to the extent that the vehicles of the Alternative Transport Operator are provided for this purpose by the Operator of alternative transport (the operator of the digital platform having no obligation to provide markers or POS), and (ii) payment by card through the Digital Platform.

   6. In fulfilling its obligations, the Digital Platform Operator will issue, on behalf and on behalf of the Alternative Transport Operator, and send the electronic invoice, either at the end of each race, or at a later time, in compliance with the legal rules regarding the tax term regarding the term. issuing the tax invoice. This document is issued and transmitted to the passengers in all cases, regardless of the method of payment of the fare, in electronic format, in accordance with the applicable legal provisions, each Party being responsible for individually completing the formalities that correspond to it.

   7. The alternative transport operator is solely responsible for fulfilling all the legal provisions regarding the conditions and the method of issuing the payment supporting documents, according to the applicable law. Specifically, if it is collected directly from the passenger, in whole or in part, if payment is made in cash or through POS. In this regard, the Alternative Transport Operator has the obligation to use a fiscal electronic marking device, in accordance with the provisions of the Government Emergency Ordinance no. 28/1999 regarding the obligation of the economic operators to use electronic fiscal markers, republished, with the subsequent modifications and completions, to issue and hand over the fiscal receipt to the passenger, the Digital Platform Operator issuing in all cases an electronic invoice as a fiscal document according to the legal provisions. The operator of the digital platform is not responsible and will not monitor the way in which the Alternative Transport Operator fulfills this obligation.

7. RIGHTS AND OBLIGATIONS

   1. The operator of the digital platform is entitled:

• to collect the contract price;

• to suspend or, as the case may be, to refuse, access to the digital platform of a driver, in case of inappropriate behavior, lack of proper conduct towrds passengers, failure to fulfill the obligations provided by law regarding maintaining the authorization and / or accreditation, etc.)

• to modify, update the features and functionalities of the digital platform.

1. The operator of the digital platform undertakes:

• to ensure the display of the route and the related fare;

• to ensure the display of the identification data of the driver selected for the race;

• to monitor the races throughout the use of the digital platform;

• to maintain the possibility of passengers to communicate with the Driver;

• to ensure a communication interface available and accessible for 24 hours a day, 7 days a week in order to report any incidents regarding the races performed;

• to issue and transmit the electronic invoice for the race.

1. The alternative transport operator is entitled:

• to benefit from support using the Digital Platform;

• to be informed about the quality of the services performed by the Drivers.

1. The alternative transport operator undertakes to:

• holds an authorization for alternative transport valid throughout the Contract.

• make available to the Digital Platform Operator Drivers who continuously fulfill all applicable legal conditions;

• to immediately inform the Digital Platform Operator of any modification of the information and data provided to it;

• to make available to the Operator of the digital platform all the documents attesting the fulfillment of the legal obligations regarding his activity, as well as of the Drivers made available by him;

• to request the deletion of the account of a Driver in case the latter no longer meets the legal conditions for the provision of alternative transport services or in case the Alternative Transport Operator has ceased collaboration with the respective Driver.

8. LIMITATION OF LIABILITY

   1. The transport service will be provided on the basis of the terms and conditions of each driver and according to the applicable law. The operator of the digital platform is not responsible for the modality or quality of the provision of the Services, this being the responsibility of the Drivers, as service providers. Also, any legal obligation of the Driver towards the passenger will remain with the Driver. In order to avoid any doubt, the Digital Platform Operator does not substitute the Driver and does not provide passenger services. The operator of the digital platform submits the due diligence to ensure that the Drivers hold the authorizations required by the legislation regarding the transport in taxi or ride sharing regime to perform these services. However, to the extent that there is no evidence that the Platform Operator would have been aware of this case at the time of contracting the race and would have accepted it, if it is proven that the Driver did not hold the authorizations required by law at the time of contracting and / or the performance of the race, the Platform Operator may request exclusively to the Driver or the Alternative Transport Operator to cover any created damage.

   2. By creating and using the Account, the Driver and the Alternative Transport Operator assumes responsibility for maintaining the confidentiality of the Account data (user and password) and for managing the access of the Account and, to the extent permitted by the legislation in force, is responsible for the activity carried out through his Account.

9. PROCESSING OF PERSONAL DATA

   1. The parties process the Personal Data (i.e. name, surname, position held, telephone number, e-mail address) to the legal representatives of each of them, as well as the contact persons designated by each of the Parties for the performance of the Contract and the provision of the Services.

   2. The basis of these processing is represented by the legitimate interest of the Parties in the management and administration of the business relationship between them, when each Party will have the capacity of Operator with regard to the Personal Data belonging to the Persons concerned from the other Party.

   3. In connection with the data mentioned above, the Parties will process them for the following permitted purposes: negotiation and conclusion of the Contract; carrying out the activities that the execution of the Contract implies; managing or administering the business relationship of the Parties, including payment processing, accounting, auditing, invoicing and collection services; the conduct by each Party of the periodic activity of internal analyzes (including statistical analyzes) / market studies both on products or services, as well as on the client portfolio, for the continuous improvement and development of products, services and / or processes internal, as well as for any other purpose related to and / or ancillary to any of the above or any other purpose for which the Personal Data has been provided.

   4. The parties will process the Personal Data under the legal obligations regarding the archiving and keeping of the records of the contracts on the basis of which the parties have developed commercial relations.

   5. Each Party will implement standards of confidentiality and transparency regarding the Personal Data that it processes in its current activity, in accordance with the principles provided by the data protection legislation applicable in Romania, including Regulation (EU) 2016/679.

   6. Each Party has, for the situations provided in this section, the obligation to inform the data subject about how it processes its Personal Data, the categories of data it processes, the manner and purposes for which it uses it, the duration of data processing. , the recipients to whom the personal data are transferred, the data subject's rights and the way he can exercise them.

   7. Regarding the way of realizing the data protection information, it remains at the discretion of each party (eg script format, online posting on the site, etc.). Also, each Party shall ensure that all the requirements necessary for the fulfillment of all obligations regarding the rights of the Data Subjects are fulfilled.

   8. The Parties undertake to respect the principles of the Regulation and to provide the necessary conditions for the protection of personal data used throughout the duration of the services provided in the Contract.

10. APPLICABLE LAW. DISPUTES

    1. The provisions of this Agreement are governed and are subject to the Romanian legal provisions in force. If any of the provisions becomes inapplicable, the parties will replace the affected clause with a valid one that will approximate the intention and economic effect of the affected clause.

    2. Any dispute arising in connection with this Agreement may be settled by the competent courts in the municipality of Bucharest.

11. TERMINATION OF THE CONTRACT

    1. This contract may terminate:

• By the agreement of the Parties;

• By unilateral denunciation, based on a 30-day prior notification.

• In case of breach of the contractual provisions, in whole or in part, by the Alternative Transport Operator, if the breach is not remedied within 7 calendar days from the written notification received from the Digital Platform Operator.

12. FINAL PROVISIONS

    1. Any additions or modifications to this contract will be valid only if they are made in writing.

    2. The present contract will be governed by the Romanian law and interpreted according to the laws in force in Romania.

    3. The parties will make every effort to resolve amicably, through direct negotiations, any disagreement or dispute that may arise between them within or in connection with the performance of the contract.