The Republic of Uganda In The Matter of Contracts Act 2010 In The Matter of Makboda Makboda Terms of Service
These Terms of Service constitute a legally binding agreement (the “Agreement”) between you and Maklines Holdings Limited trading as “MakBoda”, which expression shall where the context so permits include the Partner’s successors and assignees (collectively, “MakBoda,” “we,” “us” or “our”) governing your use of the MakBoda application, website, and technology platform (hereinafter “MakBoda”).
By entering into this Agreement, and/or by using or accessing MakBoda you expressly acknowledge that you understand this Agreement and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS MAKBODA OR ANY OF THE SERVICES PROVIDED THROUGH MAKBODA.
a. MakBoda provides a marketplace where persons who seek transportation to certain destinations (“Riders”) can be matched with transportation options to such destinations. One option for Riders is to request a ride from rideshare drivers who are driving to or through those destinations using Motorcycles or other appropriate vehicles (“Drivers”). Drivers and Riders are collectively referred to herein as “Users,” and the driving services provided by Drivers to Riders shall be referred to herein as "Ride-hailing Services." As a User, you authorize MakBoda to match you with a Driver or Rider based on factors such as your location, the estimated time to pick up, your destination, user preferences, and platform efficiency, and to cancel an existing match and rematch based on the same considerations. Any decision by a User to offer or accept Ride-hailing Services is a decision made in such User’s sole discretion. Each Rideshare Service provided by a Driver to a Rider shall constitute a separate agreement between such persons.
b. In certain instances, Riders may have the option to rent Motorbikes through MakBoda to ride to their destination. In some markets, these Motorbikes are owned by MakBoda. In other markets MakBoda operates a bike-share program on behalf of third parties. In either case, your rental and use of motorbikes through MakBoda is subject to additional agreements between you and MakBoda and third parties as applicable to the particular market ("Auxiliary Agreements"). Please review any applicable Auxiliary Agreements carefully. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF AN AUXILIARY AGREEMENT, YOU MAY NOT RENT OR USE THE BIKES OR SCOOTERS IN SUCH MARKET. In the event of any conflict between this Agreement and the terms and conditions of any Auxiliary Agreement, the terms of this agreement shall control.
2. Modification to the Agreement
MakBoda reserves the right to modify the terms and conditions of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. Continued use of MakBoda after any such changes shall constitute your consent to such changes.
a. MakBoda may only be used by individuals who have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein. MakBoda is not available to users who have had their User account temporarily or permanently deactivated. You may not allow other persons to use your User account, and you agree that you are the sole authorized user of your account. To use MakBoda, each User shall create a User account. Each person may only create one User account, and MakBoda reserves the right to deactivate any additional or duplicate accounts.
b. By becoming a User, you represent and warrant that you are at least 18 years old. Notwithstanding the foregoing, if you are the parent or legal guardian of a minor you may create a MakBoda account for such minor to use MakBoda subject to the following requirements and restrictions: (a) you ensure that the minor’s use of MakBoda is limited solely to accessing and using MakBoda services where expressly permitted under the Auxiliary Agreement applicable to such services, (b) you ensure that the minor’s use of MakBoda and applicable Ride-hailing Services is done in compliance and acknowledgment of all applicable safety instructions and warnings in this Agreement, any applicable Auxiliary Agreements, and the MakBoda App, (c) you ensure that the minor does not request or accept any Ridehailing Services unless accompanied by you or an authorized guardian, and (d) you expressly guarantee the minor’s acceptance of the terms of this Agreement. You will be responsible for any breach of the above representations, warranties and/or this Agreement, and/or any attempt of the minor to disaffirm this Agreement. Furthermore, you hereby represent that you are fully authorized to execute this Agreement on behalf of yourself and all other parents or legal guardians of the minor rider.
c. By creating a MakBoda account for such minor, you hereby give permission and consent to the Agreement on the minor’s behalf, and you shall assume any and all responsibility and liability for the minor's use of MakBoda as provided by the terms of this Agreement and any applicable Auxiliary Agreements. You will be responsible for any breach of the above representations, warranties and/or this Agreement, and/or any attempt of the minor to disaffirm this Agreement. Furthermore, you hereby represent that you are fully authorized to execute this Agreement on behalf of yourself and all other parents or legal guardians of the minor rider.
a. As a rider, you understand that request or use of Ride-hailing Services may result in charges to you (“Charges”). Charges related to Additional Services are addressed in the applicable Auxiliary Agreement. Charges for Ride-hailing Services include Fares and other applicable fees, tolls, surcharges, and taxes as set forth from time to time on the MakBoda website, plus any tips to the Driver that you elect to pay.
b. MakBoda has the authority and reserves the right to determine and modify pricing by posting applicable pricing terms in any and all locations it operates and when quoting you a price for a specific ride at the time you make a request.
c. Pricing may vary based on the type of service you request as described on the MakBoda website. You are responsible for reviewing the MakBoda website or price quote within the MakBoda app and shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof.
There are two types of fares, variable and quoted.
Variable Fares. Variable fares consist of a base charge and incremental charges based on the duration and distance of your ride. Minimum fares apply. Please note that we use GPS data from your Driver’s phone to calculate the distance traveled on your ride. We cannot guarantee the availability or accuracy of GPS data. If we lose signal, we will calculate time and distance using available data from your ride.
Quoted Fares. In some cases, MakBoda may quote you a Fare at the time of your request. The quote is subject to change until the ride request is confirmed. If during your ride you change your destination, make multiple stops, or attempt to abuse MakBoda, we may cancel the fare quote and charge you a variable fare based on the time and distance of your ride. MakBoda does not guarantee that the quoted fare price will be equal to a variable fare for the same ride. Quoted Fares may include the Fees and Other Charges below, as applicable.
e. Fees and other Charges
Service Fee. You may be charged a “Service Fee” for each ride as set forth on the MakBoda website or in the MakBoda App.
Prime Time. At times of high demand for Ride-hailing Services ("Prime Time”) you acknowledge that Charges may increase substantially. For all rides with a variable fare, we will use reasonable efforts to inform you of any Prime Time multipliers in effect at the time of your request. For quoted fares, we may factor in the Prime Time multiplier into the quoted price of the ride.
Cancellation Fee. After requesting a ride you may cancel it through the app, but note that in certain cases a cancellation fee may apply. You may also be charged if you fail to show up after requesting a ride. Please check out our Help Center to learn more about MakBoda’s Cancellation Policy, including applicable fees.
Damage Fee. If a Driver reports that you have materially damaged the Driver's vehicle, you agree to pay a “Damage Fee” of up to UGX 1,000,000 depending on the extent of the damage as determined by MakBoda in its sole discretion, towards vehicle repair or cleaning. MakBoda reserves the right but is not obligated to verify or otherwise require documentation of damages prior to processing the Damage Fee.
Other Charges. Other fees and surcharges may apply to your ride, including actual or anticipated airport fees, Local or Central Government taxes and fees, or event fees as determined by MakBoda or its marketing partners. In addition, where required by law, MakBoda will collect applicable taxes. vi. Tips. Following a ride, you may elect to tip your Driver in cash or through the MakBoda application. You may also elect to set a default tip amount or percentage through the app; Any tips will be provided entirely to the applicable Driver.
Facilitation of Charges. All Charges are facilitated through a third-party payment processor. MakBoda may replace its third-party payment processor without notice to you. Charges shall only be made through the payment channels MakBoda designates on the MakBoda website or in the MakBoda App. Your payment of Charges to MakBoda satisfies your payment obligation for your use of MakBoda and Ride-hailing Services. MakBoda may group multiple charges into a single aggregate transaction on your payment method based on the date(s) they were incurred. If you don't recognize a transaction, then check your ride receipts and payment history and contact us immediately for resolution, in any case, within 3 working days of such occurrence.
No Refunds. All Charges are non-refundable. This no-refund policy shall always apply regardless of your decision to terminate usage of MakBoda, any disruption to MakBoda or Ride-hailing Services, or any other reason whatsoever.
Coupons. You may receive coupons that you can apply toward payment of certain Charges upon completion of a Ride. Coupons are only valid for use on MakBoda and are not transferable or redeemable for cash except as required by law. Coupons cannot be combined, and if the cost of your ride exceeds the applicable credit or discount value we will charge your payment method on file for the outstanding cost of the Ride. For quoted or variable fares, MakBoda may deduct the amount attributable to the Service Fee or Other Charges before the application of the coupon. Additional restrictions on coupons may apply as communicated to you in a relevant promotion or by clicking on the relevant coupon within the Promotions or Incentives section of the MakBoda App as applicable.
Credit Card Authorization. Upon the addition of a new payment method or each ride request, MakBoda may seek the authorization of your selected payment method to verify the payment method, ensure the ride cost will be covered, and protect against unauthorized behavior. The authorization is not a charge, however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft charges by the bank issuing your debit or prepaid card. We cannot be held responsible for these charges and are unable to assist you in recovering them from your issuing bank.
If you are a Driver, you will receive payment for your provision of Ride-hailing Services pursuant to the terms of the Driver Agreement, which shall form part of this Agreement between you and MakBoda.
6. MakBoda Communications
By entering into this Agreement or using MakBoda, you agree to receive communications from us, including via e-mail, text message, calls, and push notifications. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Communications from MakBoda, its affiliated companies and/or Drivers, may include but are not limited to: operational communications concerning your User account or use of MakBoda or Ride-hailing Services, use of Additional Services through MakBoda, updates concerning new and existing features on MakBoda, communications concerning promotions run by us or our third-party partners, and news concerning MakBoda and industry developments. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send.
7. Your Information
a. Your Information is any information you provide, publish or post to or through MakBoda (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any MakBoda-related Facebook, Twitter or another social media posting) (your “Information”).
c. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for the online posting of your Information. You agree to provide and maintain accurate, current, and complete information and that we and other members of the public may rely on your Information as accurate, current, and complete.
8. Promotions, Referrals, and Loyalty Programs
a. MakBoda, at its sole discretion, may make available promotions, referral programs and loyalty programs with different features to any Users or prospective Users.
b. These promotions and programs, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with MakBoda. MakBoda reserves the right to withhold or deduct credits or benefits obtained through a promotion or program in the event that MakBoda determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion or program terms or this Agreement. MakBoda reserves the right to terminate, discontinue or cancel any promotions or programs at any time and in its sole discretion without notice to you.
c. MakBoda's referral program ("Referral Program") provides you with incentives to refer your friends and family to become new Users of MakBoda. Your participation in the Referral Program is subject to this Agreement and any additional terms and conditions that may apply as published on the MakBoda website and/ or in the MakBoda App.
9. Restricted Activities
With respect to your use of MakBoda and your participation in the Ride-hailing Services, you agree that you will not:
a. impersonate any person or entity;
b. stalk, threaten, or otherwise harass any person, or carry any weapons;
c. violate any law, statute, rule, permit, ordinance or regulation;
d. interfere with or disrupt MakBoda or the servers or networks connected to MakBoda;
e. post Information or interact on MakBoda or Ride-hailing Services in a manner which is fraudulent, libelous, abusive,
obscene, profane, sexually-oriented, harassing, or illegal;
f. use MakBoda in any way that infringes any third party’s rights, including intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights or rights of publicity or privacy; g. post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of MakBoda or any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information; h. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through MakBoda;
i. “frame” or “mirror” any part of MakBoda, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose;
j. modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of MakBoda;
k. rent, lease, lend, sell, redistribute, license or sublicense MakBoda or access to any portion of MakBoda;
l. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of MakBoda or its contents;
m. link directly or indirectly to any other web sites;
n. transfer or sell your User account, password and/or identification, or any other User's Information to any other party;
o. discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or
mental disability, medical condition, marital status, age or sexual orientation;
p. violate any of the Referral Program rules if you participate in the Referral Program; or
q. cause any third party to engage in the restricted activities above.
10. Driver Representations, Warranties, and Agreements
By providing Ride-hailing Services as a Driver on MakBoda, you represent, warrant, and agree that:
a. You possess a valid driver’s license and are authorized and medically fit to operate a motor vehicle and/ or moto cycle and have all appropriate licenses, approvals, and authority to provide transportation to Riders.
b. You own, or have the legal right to operate, the vehicle you use when providing Ridehailing Services; such vehicle is in good operating condition and meets the industry safety standards and all applicable statutory and state department of motor vehicle requirements for a vehicle of its kind; and any and all applicable safety recalls have been remedied per manufacturer instructions.
c. You will not engage in reckless behavior while driving, drive unsafely, operate a vehicle that is unsafe to drive, permit an unauthorized third party to accompany you in the vehicle while providing Ride-hailing Services, provide Services as a Driver while under the influence of alcohol or drugs, or take action that harms or threatens to harm the safety of the MakBoda community or third parties.
d. You will only provide Ride-hailing Services using the vehicle that has been reported to, and approved by MakBoda, and for which a photograph has been provided to MakBoda, and you will not transport more passengers than can securely be seated in such vehicle.
e. You will not, while providing the Ride-hailing Services, operate as a Passenger Service Vehicle or other forms of Public Transportation service, accept street hails, charge for rides (except as expressly provided in this Agreement), demand that a rider pay in cash, or use a credit card reader, to accept payment or engage in any other activity in a manner that is inconsistent with your obligations under this Agreement.
f. You will not attempt to defraud MakBoda or Riders on MakBoda or in connection with your provision of Ride-hailing Services. If we suspect that you have engaged in fraudulent activity, we may withhold applicable Fares or other payments for the ride(s) in question and take any other action against you available under the law.
g. You will not discriminate against Riders with disabilities and agree to review MakBoda's Anti-Discrimination Policies.
h. You agree that we may obtain information about you, including your criminal and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement.
i. You shall at all times act in Good Faith and Fair Dealing with MakBoda and Riders on the MakBoda platform.
j. You shall at all times not knowingly furnish false, incomplete, inaccurate, forged or otherwise misleading materials or information to MakBoda and to any Riders on the MakBoda platform.
k. You have a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements) that names or schedules you for the operation of the motor vehicle you use to provide Ride-hailing Services.
l. You will promptly pay all applicable Local or Central Government taxes based on your provision of Ride-hailing Services and any payments received by you.
11. Intellectual Property
a. All intellectual property rights in MakBoda shall be owned by MakBoda absolutely and in their entirety. These rights include database rights, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in MakBoda are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of MakBoda. MakBoda shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
b. MAKBODA and other MakBoda logos, designs, graphics, icons, scripts, and service names are registered trademarks, trademarks, or trade dress of MakBoda in the Republic of Uganda and/or other countries (collectively, the “MakBoda Marks”). If you provide Ride-hailing Services as a Driver, MakBoda grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the MakBoda Marks solely on the MakBoda decals, MakBoda Helmets, Makboda High Visibility Vests, and any other MakBoda-Branded items provided by MakBoda directly to you in connection with providing the Ride-hailing Services ("License"). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without MakBoda’s prior written permission, which it may withhold in its sole discretion. The MakBoda logo (or any MakBoda Marks) may not be used in any manner that is likely to cause confusion, including but not limited to: use of a MakBoda Mark in a domain name or MakBoda referral code, or use of a MakBoda Mark as a social media handle or name, avatar, profile photo, icon, favicon, or banner. You may identify yourself as a Driver on MakBoda but may not misidentify yourself as MakBoda, an employee of MakBoda, or a representative of MakBoda.
c. You acknowledge that MakBoda is the owner and licensor of the MakBoda Marks, including all goodwill associated therewith, and that your use of the MakBoda logo (or any MakBoda Marks) will confer no interest in or ownership of the MakBoda Marks in you but rather inures to the benefit of MakBoda. You agree to use the MakBoda logo strictly in accordance with MakBoda’s Trademark Usage Guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that MakBoda determines to nonconforming or otherwise unacceptable.
d. You agree that you will not: (1) create any materials that use the MakBoda Marks or any derivatives of the MakBoda Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by MakBoda in writing; (2) use the MakBoda Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the MakBoda Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair MakBoda’s rights as owner of the MakBoda Marks or the legality and/or enforceability of the MakBoda Marks, including, challenging or opposing MakBoda’s ownership in the MakBoda Marks; (4) apply for trademark registration or renewal of trademark registration of any of the MakBoda Marks, any derivative of the MakBoda Marks, any combination of the MakBoda Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the MakBoda Marks; (5) use the MakBoda Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.
e. You agree you will not rent, lease, lend, sell, or otherwise redistribute any equipment, materials or other paraphernalia furnished by or bearing the marks and trade dress of MakBoda, or manufacture, produce, print, sell, distribute, purchase, or display counterfeit/inauthentic MakBoda paraphernalia (including but not limited to signage, stickers, apparel, or decals) from any source other than directly from MakBoda.
f. Violation of any provision of this License may result in immediate termination of the License, in MakBoda’s sole discretion, a takedown request sent to the appropriate Internet Service Provider or social media platform, and/or a Uniform Domain-Name Dispute-Resolution Policy Proceeding (or equivalent proceeding). If you create any materials (physical or digital) bearing the MakBoda Marks (in violation of this Agreement or otherwise), you agree that upon their creation MakBoda exclusively owns all right, title and interest in and to such materials, including any modifications to the MakBoda Marks or derivative works based on the MakBoda Marks or MakBoda copyrights. You further agree to assign any interest or right you may have in such materials to MakBoda, and to provide information and execute any documents as reasonably requested by MakBoda to enable MakBoda to formalize such assignment.
The following disclaimers are made on behalf of MakBoda, our affiliates, subsidiaries, parents, successors and assign, and each of our respective officers, directors, employees, agents, and shareholders:
a. MakBoda does not provide public transportation services, and MakBoda is not a Passenger Service Provider. It is up to the Driver to decide whether or not to offer a ride to a Rider contacted through MakBoda, and it is up to the Rider to decide whether or not to accept a ride from any Driver contacted through MakBoda. We cannot ensure that a Driver or Rider will complete an arranged transportation service. We have no control over the quality or safety of the transportation that occurs as a result of the Ride-hailing Services.
b. MakBoda is provided on an “as is” basis and without any warranty or condition, express, implied, or statutory. We do not guarantee and do not promise any specific results from the use of MakBoda and/or the Ride-hailing Services, including the ability to provide or receive Ride-hailing Services at any given location or time. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and noninfringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.
c. We do not warrant that your use of MakBoda or Ride-hailing Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in MakBoda will be corrected, or that MakBoda is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity and availability of MakBoda or Ride-hailing Services.
d. We cannot guarantee that each Rider is who he or she claims to be. Please use common sense when using MakBoda and Ride-hailing Services, including looking at the photos of the Driver or Rider you have matched with to make sure it is the same individual you see in person. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of MakBoda by persons under the age of 18 in violation of this Agreement. We encourage you to communicate directly with each potential Driver or Rider prior to engaging in an arranged transportation service.
e. MakBoda is not responsible for the conduct, whether online or offline, of any User of MakBoda or Ride-hailing Services. You are solely responsible for your interactions with other Users. We do not procure insurance for, nor are we responsible for, personal belongings left in any of the vehicles used or with the Rider of Driver of any MakBoda service. By using MakBoda and participating in the Ride-hailing Services, you agree to accept such risks and agree that MakBoda is not responsible for the acts or omissions of Users on MakBoda or participating in the Ride-hailing Services.
f. You are responsible for the use of your User account and MakBoda expressly disclaims any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.
g. It is possible for others to obtain information about you that you provide, publish or post to or through MakBoda (including any profile information you provide), send to other Users, or share during the Ride-hailing Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on MakBoda or through the Ride-hailing Services. Please carefully select the type of information that you post on MakBoda or through the Ride-hailing Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).
h. Opinions, advice, statements, offers, or other information or content concerning MakBoda or made available through MakBoda, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on MakBoda or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on MakBoda and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.
i. Location data provided by MakBoda is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither MakBoda, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by MakBoda. Any of your Information, including geolocational data, you upload, provide, or post on MakBoda may be accessible to MakBoda and certain Users of MakBoda.
j. MakBoda shall not responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access MakBoda.
k. This paragraph applies to any version of MakBoda that you acquire from the Apple App Store. This Agreement is entered into between you and MakBoda. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to MakBoda. MakBoda, not Apple, is solely responsible for MakBoda and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof. This Agreement incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.
a. You will defend, indemnify, and hold MakBoda including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders harmless from any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of MakBoda and participation in the Ridehailing Services, including:
i. Your breach of this Agreement or the documents it incorporates by reference;
ii. Your violation of any law or the rights of a third party, including, Drivers, Riders, other motorists, and pedestrians, as a result of your own interaction with such third party;
iii. Any allegation that any materials that you submit to us or transmit through MakBoda or to us infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party;
iv. Your ownership, use or operation of a motor vehicle of whatever kind, including your provision of Ride-hailing Services as a Driver; and/or,
v. Any other activities in connection with the Ride-hailing Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person.
14. Limitation of Liability
IN NO EVENT WILL MAKBODA, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “MAKBODA” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY MAKBODA, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH MAKBODA, THE RIDE-HAILING SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MAKBODA MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, GOODS, OR OTHER SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT MAKBODA HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS OR OTHER SERVICES PROVIDED TO YOU BY THIRD-PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.
15. Term and Termination
a. This Agreement is effective upon your creation of a User account.
b. This Agreement may be terminated:
i. by User, without cause, upon seven (7) days’ prior written notice to MakBoda; or
ii. by either Party immediately, without notice, upon the other Party’s material breach of any of the terms of this Agreement. In addition, MakBoda may terminate this Agreement or deactivate your User account immediately in the event:
1. you no longer qualify to provide Ride-hailing Services or to operate the approved vehicle under applicable law, rule, permit ordinance or regulation;
2. you fall below MakBoda’s star rating or cancellation threshold;
3. MakBoda has the good faith belief that such action is necessary to protect the safety of the MakBoda community or third parties, provided that in the event of a deactivation pursuant to (1)-(3) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to MakBoda’s reasonable satisfaction prior to MakBoda permanently terminating the Agreement.
4. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to MakBoda’s satisfaction, this Agreement will not be permanently terminated. Certain material provisions of this Agreement shall survive termination or expiration.
16. Dispute Resolution & Arbitration Agreement
a. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND MAKBODA. BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND MAKBODA ARE WAIVING THE RIGHT TO SUE IN COURT OR SEEK INJUNCTIVE RELIEF FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED HEREIN.
b. You agree that for any dispute arising under this agreement:
i. You shall first notify MakBoda in writing such an alleged dispute at the address and/ or location(s) stipulated on the MakBoda website or in the MakBoda app, receipt of which notification must be duly received from MakBoda. MakBoda shall not unreasonably withhold such acknowledgment of receipt. Conversely, where MakBoda is declaring a dispute against You, MakBoda shall endeavor to serve you with such claim via recorded delivery.
ii. The party against which a dispute is declared shall have 14 working days to either make good the subject matter or proffer a reasonable mitigation plan in such regard, which mitigation must be performed within 30 days of this initial 14-day period.
iii. Where the harming party fails to make good within the 45-day period granted in clause b ii, the harmed party shall be at liberty to refer the matter to arbitration.
c. The Parties agree to the jurisdiction of the Centre for Arbitration and Dispute Resolution shall apply in accordance with the provisions of the Arbitration and Conciliation Act Cap. 4 or any amendment or replacement Act and in accordance with the prescribed forms, rules and procedure. This shall not prevent a Party from seeking appropriate injunctive relief in a competent court of law.
d. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability, or validity of this Clause shall be decided by the arbitrator, except as expressly provided below.
e. Except as otherwise determined out of the Arbitration Proceedings, either Party shall have liability and responsibility for its costs arising out of and/ or related to these proceedings.
You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to MakBoda’s business, operations, and properties, information about a User made available to you in connection with such User’s use of the Platform, which may include the User’s name, pick-up location, contact information and photo (“Confidential Information”) disclosed to you by MakBoda for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties, and you agree not to store separate and outside of MakBoda any User Information obtained from MakBoda. As a Driver, you understand that some of Rider Information you receive may be legally protected by a variety of applicable regulations governing the privacy and security of personal information. In the event that you know a Rider, you should not disclose to anyone the identity of the Rider or the location that you picked up or dropped of the Rider as this could violate such applicable privacy laws. You understand that any violation of the Agreement's confidentiality provisions may violate applicable privacy and confidentiality laws and could result in civil or criminal penalties against you. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of MakBoda in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to MakBoda with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by MakBoda or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of MakBoda; becomes known to you, without restriction, from a source other than MakBoda without breach of this Agreement by you and otherwise not in violation of MakBoda’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to MakBoda to enable MakBoda to seek a protective order or otherwise prevent or restrict such disclosure.
18. Relationship with MakBoda
a. As a Driver on MakBoda, you acknowledge and agree that you and MakBoda are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and MakBoda expressly agree that:
i. this is not an employment agreement and does not create an employment relationship between you and MakBoda; and
ii. no joint venture, franchisor-franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind MakBoda, and you undertake not to hold yourself out as an employee, agent, or authorized representative of MakBoda.
b. MakBoda does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Ride-hailing Services, your acts or omissions, or your operation and maintenance of your vehicle. You retain the sole right to determine when, where, and for how long you will utilize MakBoda. You retain the option to accept or to decline or ignore a Rider’s request for Ride-hailing Services via MakBoda, or to cancel an accepted request for Ride-hailing Services via MakBoda, subject to MakBoda’s then-current cancellation policies. With the exception of any signage required by law or permit/license rules or requirements, MakBoda shall have no right to require you to (a) display MakBoda’s names, logos or colors on your vehicle(s); or (b) wear a uniform or any other clothing displaying MakBoda’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Ride-hailing Services or otherwise engage in other business or employment activities.
19. Other Services
In addition to connecting Riders with Drivers, MakBoda may enable Users to provide or receive services from other third parties. For example, Users may be able to use MakBoda to plan and reserve rides on public transportation, take a ride in an autonomous vehicle provided by a third party, rent vehicles, or obtain financial services provided by third parties (collectively, the “Other Services”). You understand and that the Other Services are subject to the terms and pricing of the third-party provider. If you choose to purchase Other Services through MakBoda, you authorize MakBoda to charge your payment method on file according to the pricing terms set by the third-party provider. You agree that MakBoda is not responsible and may not be held liable for the Other Services or the actions or omissions of the third-party provider. Such Other Services may not be investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Other Services accessed through MakBoda.
a. This Agreement shall be governed by the laws of The Republic of Uganda.
b. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall 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.
c. You agree that this Agreement and all incorporated agreements may be automatically assigned by MakBoda, in our sole discretion by providing notice to you. Except as explicitly stated otherwise, any notices to MakBoda shall be given by certified mail, postage prepaid and return receipt requested to MakBoda, Valley Curve, Ntinda. Any notices to you shall be provided to you through MakBoda or given to you via the email address or physical you provide to MakBoda during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”.
d. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches.
e. The Parties hereto agree that the rights, obligations, duties, and responsibilities herein shall be suspended so far as may be necessary or appropriate in the event of an extraordinary event such as a strike, lockout, hostilities, riot, civil commotion, terrorism event, license suspension, natural act or force majeure circumstance that reasonably prevents either party from fulfilling its obligations. Any such rights, obligations, duties, and responsibilities shall be resumed forthwith upon cessation of the aforesaid event.
f. This Agreement sets forth the entire understanding and agreement between you and MakBoda with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.