Agreement Documentation

General Terms and Conditions

In order to provide driving services via the PoplarConnect Platform you must agree to the terms and conditions below:

• 1.1. PoplarConnect application is a technological platform owned by Truekingdomglory International Limited, a private limited company incorporated and registered under the laws of the Federal Republic of Nigeria. PoplarConnect application (also refers to "we", "our" and "us")
• 1.2. PoplarConnect provides driving services for different categories of vehicles, provision and maintenance of PoplarConnect App, PoplarConnect Platform, In-app/online payment, customer support, communications between the Driver and the Patron and other similar services.
• 1.3. PoplarConnect has a smartphone application for Drivers and Patrons where they can request and receive driving services.
• 1.4. PoplarConnect Platform is a technology connecting Patrons who own vehicles with Drivers to help them move around cities more efficiently and a platform to requesting driving services for movement of goods from one place to another.
• 1.5. A PoplarConnect Patron is the person who owns or is in possession of vehicles and is requesting driving services through the PoplarConnect Platform.
• 1.6. A PoplarConnect Driver is the person providing driving services via the PoplarConnect Platform. Each Driver will download the PoplarConnect Application and register. Driver is also referred to as “you".
• 1.7. This agreement between Driver and PoplarConnect regarding the use of PoplarConnect Services consists of:
• 1.7.1. General Terms;
• 1.7.2. Special terms displayed in PoplarConnect App, e.g. regarding price info or service description;
• 1.7.3. The Drivers guidelines; and
• 1.7.4. Other terms referred to in this Agreement and may be amended from time to time.
• 1.8. Fare is the fee a Patron is obliged to pay PoplarConnect for connection and provision of driving services.
• 1.9. In-app/online payment - cards and other payment methods will be used by the Patron via the PoplarConnect App to pay for the driving services.
• 1.10. Driving services – Poplarconnect offers driving services through drivers on request being made by the Patrons who own or are in possession of different categories of vehicles.
• 1.11. Vehicles include cars, trucks, trailers, caterpillars, tractors and so on.

ENTRY INTO THE AGREEMENT

• 2.1. Prior to using the PoplarConnect application, you must have downloaded the PoplarConnect application through playstore. Register and sign up by providing the requested information on the website’s sign up page and uploading the necessary documentation as required by us. Upon successful completion of the signup process, we will provide you with a personal account accessible with a username and password.
  By clicking the “”Sign up" button located at the end of the signup application, you agree that pursuant to valid legal acts, you are entitled to enter into an agreement with us to use the PoplarConnect Platform for providing the driving services; you have carefully studied, fully understood and agreed to be bound by these General Terms, including all obligations that arise as provided herein.
• 2.2. You agree that all the information you have presented to us is accurate, correct and complete; you will keep PoplarConnect Driver Account accurate and profile information updated at all times; you will not authorize other persons to use your PoplarConnect Driver Account nor transfer or assign it to any other person; you will not use the PoplarConnect Services for unauthorized or unlawful purposes and adhere to the proper operation of the PoplarConnect Services at all times, you fully comply with all laws and regulations applicable in the state you are providing Driving services in, including (but not limited to) laws or regulations regulating Patron driving services;
• 2.3. You are obliged to provide your bank requisites in the course of filling the payment details upon registration. In case you are a legal entity, you must insert the bank account of the company. We are transferring In-app/online payment to the bank account that you have provided. We are not liable for any failed financial transactions in case you provide wrong bank details.
• 2.4. After submitting the signup application, you will receive an email with additional conditions that must be met in order to use PoplarConnect Services. These conditions may include providing criminal records, valid driving license, completion of a training course, owning a GPS-supporting mobile device and other conditions as described in the pertinent e-mail. The failure to comply with the provided requirements and conditions may result in termination of the Agreement and right to use the PoplarConnect Services.
• 2.5. Registering the account as a legal entity (i.e. a company). The recipient of the fees is marked as a legal entity in payment details (as accessible in the PoplarConnect Driver Account) and in such cases, the indicated entity is considered to be the Driver and a party to these General Terms, Agreement and any further agreements. Only the specific person indicated in the signup process may factually provide the Driving services. Such a person may use the account of the Driver only if he/she has read and agreed to be bound by these General Terms and any further documentation that is part of the Agreement. THE LEGAL ENTITY IN THE PAYMENT DETAILS AND THE PERSON FACTUALLY PROVIDING THE DRIVING SERVICES UNDER POPLARCONNECT ACCOUNT SHALL REMAIN JOINTLY AND SEVERALLY LIABLE FOR ANY INFRINGEMENT OF THE GENERAL TERMS AND AGREEMENT CONDUCTED BY THE DRIVER.

RIGHT TO USE POPLARCONNECT APP AND POPLARCONNECT DRIVER ACCOUNT

• 3.1. License to use the PoplarConnect App and the PoplarConnect Driver Account. We hereby grant you a license to use the PoplarConnect App and the PoplarConnect Driver Account. The license does not grant you the right to sublicense or transfer any rights to a third party.
• 3.2. In the course of using the PoplarConnect App and/or PoplarConnect Driver Account you may not decompile, reverse engineer, or otherwise attempt to obtain the source code of the PoplarConnect App, the PoplarConnect Driver Account or other software of PoplarConnect, modify the PoplarConnect App or the PoplarConnect Driver Account in any manner or form or use modified versions of the PoplarConnect App or PoplarConnect Driver Account; transmit files that contain viruses, corrupted files, or any other programs that may damage or adversely affect the operations on PoplarConnect Platform; attempt to gain unauthorized access to the PoplarConnect App; PoplarConnect Driver Account or any other PoplarConnect Services.
• 3.3. The License granted herein revokes automatically and simultaneously at termination of the Agreement. After termination of the Agreement you must immediately stop using the PoplarConnect App and the PoplarConnect Driver Account and we are entitled to block and delete Driver account without a prior notice. 3.4. Using tags and labels of PoplarConnect.
• 3.4. Using tags and labels of PoplarConnect. Additionally, we may give you tags, labels, stickers or other signs that refer to PoplarConnect brand or otherwise indicate you are using the PoplarConnect Platform. We grant you a non-exclusive, non-sub-licensable, non-transferable license to use such signs and only for the purpose of indicating you are providing Driving services via the PoplarConnect Platform. After termination of the Agreement you must immediately remove and discard any signs that refer to the PoplarConnect brand.
• 3.5. All copyrights and trademarks, including source code, databases, logos and visual designs are owned by PoplarConnect and protected by copyright, trademark and/or trade secret laws and international treaty provisions. By using the PoplarConnect Platform or any other PoplarConnect Services you do not acquire any rights of ownership to any of its intellectual property.

PROVIDING THE DRIVING SERVICES

• 4.1. The Driver's Obligations. You hereby guarantee the provision of Driving services in accordance with the General Terms, Agreement as well as laws and regulations applicable in the state where you are providing Driving services. Please note that you are fully liable for any violation of any local laws and regulations as may arise from providing Driving services.
• 4.2. You must have all licenses (including a valid driver's license), permits, liability insurance (if applicable), registrations, certifications and other documentations that are required in the applicable jurisdiction for providing the driving services. It is your obligation to maintain the validity of all aforementioned documentations.
  PoplarConnect reserves the right to require you to present evidence(s) and submit for review all the necessary licenses, permits, approvals, authority, registrations and certifications.
• 4.3. You must provide the Driving services in a professional manner in accordance with the business ethics applicable to providing such services and endeavour to perform the Patron's request in the best interest of the Patron. Among else, you (i) must take the route least costly for the Patron, unless the Patron explicitly requests otherwise; (ii) may not make any unauthorised stops; (iii) may not have any other Patrons in the vehicle other than the Patron and the relatives accompanying the Patron; and (iv) must adhere to any applicable traffic acts and regulations, i.e must not conduct any actions that may disrupt driving or the perception of traffic conditions, including holding a phone in his/her hand while the vehicle is moving.
• 4.4. We retain the sole right to determine, accept, decline or ignore Driving services request(s) made by Patrons. You are to provide the Driving services.
• 4.5. Fares. You are not entitled to charge a fare from any Patron on the PoplarConnect Platform or physically. The Fare is charged by us calculated based on a default base fare, the distance of the specific journey as determined by the GPS-based device and the duration of the specific travel. The default base fare may fluctuate based on the local market situation.
• 4.6. Upfront Fare. A Patron is charged upfront for driving services offered. Upfront Fare is communicated via the PoplarConnect App to a Patron after the ride is requested. The Fare calculated in accordance with section 4.5 shall be applied instead of Upfront Fare if the Patron changes the destination during the ride or the ride takes materially longer than estimated due to traffic or other factors, or when other unexpected circumstances impact the characteristics of the ride materially (e.g a route is used where tolls apply).
• 4.7. PoplarConnect may also reduce or cancel the fare in case we have reasonable cause to suspect a fraud or a complaint by the Patron indicates a violation by you. PoplarConnect will only exercise its right to reduce or cancel the fare in a reasonable and justified manner.
• 4.8. PoplarConnect will not be responsible or liable for any trip embarked upon by driver(s) outside of the PoplarConnect app.

IN-APP PAYMENTS

• 5.1. Before providing Driving services, you must verify that the service is being actually provided to the right Patron or the Patron has expressly confirmed he/she allows other Patrons to ride under Patron's account.

RATINGS AND ACTIVITY

• 6.1. In order to guarantee high-quality service and provide additional reassurance to Patrons, you hereby acknowledge that the Patrons may leave feedback regarding the quality of the Driving services that you have provided.
• 6.2. In addition to the rating, we measure your level of activity and provide you with an activity score, which is based on your activity regarding accepting, declining, not responding and completing driving service requests.
• 6.3. In order to provide reliable services to Patrons, we may determine a minimum average rating and a minimum activity score that Drivers must establish and maintain.

RELATIONSHIP BETWEEN YOU, US AND THE PATRONS

• 7.1. You hereby acknowledge and agree that we provide driving services to the society. By providing the PoplarConnect Platform and PoplarConnect Services, we act as a marketplace connecting Patrons with Drivers to help them move around cities more efficiently. You acknowledge that you are providing the Driving services on the basis of a contract for carriage of Patrons and that you provide the Driving services either independently or via a company as an economic and professional activity.
• 7.2. You acknowledge that no employment agreement nor an employment relationship has been or will be established between you and us. You also acknowledge that no joint venture or partnership exists between you and us. You may not act as an employee, agent or representative of us nor bind any contract on behalf of us.
• 7.3. You shall not transfer your rights and obligations deriving from the General Terms or Agreement to any third party.

LIABILITY

• 8.1. The PoplarConnect Platform is provided on an "as is" and "as available" basis. We do not represent, warrant or guarantee that access to PoplarConnect Platform will be uninterrupted or error free as the usage of PoplarConnect Platform for requesting driving services depends on the behavior of Patrons, we do not guarantee that your usage of the PoplarConnect Platform will result in any driving service requests.
• 8.2. To the maximum extent permitted under the applicable law, we, or PoplarConnect's representatives, directors and employees are not liable for any loss or damage that you may incur as a result of using the PoplarConnect Services, including but not limited to: any direct or indirect property damage or monetary loss; loss of profit or anticipated savings; loss of business, contracts, contacts, goodwill, reputation and any loss that may arise from interruption of the business; loss or inaccuracy of data; and any other type of loss or damage.
• 8.3. We shall not be liable for the actions or non-actions of the Patron or co-Patrons and shall not be liable for any loss or damage that may incur to you as a result of actions or non-actions of the Patron or co-Patrons.
• 8.4. You shall be fully liable for breach of the General Terms, Agreement or any other applicable laws or regulations and must stop and remedy such breach immediately after receipt of a respective demand from us or any state authority. You shall indemnify us for any direct and/or indirect loss and/or damage, loss of profits, expense, penalty, fine that we may occur in connection with your breach of the General Terms, Agreement and laws and regulations. If Patron presents any claims against us in connection with your provision of Driving services, then you shall compensate such damage to us in full within 7 (seven) days as of your receipt of the respective request from us. In case we are entitled to present any claims against you, then you shall compensate us for any legal costs related to evaluation of the damages and submission of claims relating to compensation for such damage.

TERMS OF TERMINATION

• 9.1. The conditions expressly specified in these General Terms shall enter into force as of submitting the signup application. Agreements and other terms shall enter into force once the specific document or message has been made available to you and you commence or continue providing Driving services on PoplarConnect Platform.
• 9.2. You may terminate the Agreement at any time by notifying PoplarConnect at least 7 (seven) days in advance, after which your right to use the PoplarConnect Platform and PoplarConnect Services shall terminate. PoplarConnect may terminate the Agreement at any time and for any reason at the sole discretion of us by notifying you at least 3 (three) days in advance.
• 9.3. PoplarConnect entitled to immediately terminate the Agreement and block your access to PoplarConnect Platform without giving any advance notice in case you breach the General Terms or Agreement, any applicable laws or regulations, disparage PoplarConnect, or cause harm to PoplarConnect's brand, reputation or business as determined by PoplarConnect in our sole discretion.
• 9.4. We may also immediately block your access to the PoplarConnect Platform and to the PoplarConnect Driver Account for the period of investigation, if we suspect an infringement of the Agreement or fraudulent activity from you. The block of access will be removed once the investigation disproves such suspicions.
• 9.5. We are aiming to provide the highest quality service to all Patrons therefore we are monitoring the activity of Drivers on PoplarConnect Platform. If you fail to meet the minimal service requirements, such as the minimal rating and activity score, we are entitled to immediately terminate the Agreement without giving any advance notice.

AMENDMENTS

• 10.1. Any changes to the Agreement shall be enforced after they have been made available to you via email, PoplarConnect App or PoplarConnect Driver Account and you have continued to provide the Driving services.
• 10.2. In order to amend the General Terms, we shall post a revised version on the website and give you at least 7 (seven) days prior notice. If you continue to use the PoplarConnect Services, you shall be deemed to have accepted the revised conditions.

APPLICABLE LAW AND COURT JURISDICTION

• 11.1. The General Terms and Agreement shall be governed by and construed and enforced in accordance with the laws of the Federal Republic of Nigeria. If therespective dispute resulting from General Terms or Agreement could not be settled by negotiations, then the dispute shall be solved in law Court.

General Terms for Patrons

These General Terms set forth the main terms and conditions applying to and governing the usage of the PoplarConnect Services. In order to provide driving services via using the PoplarConnect Platform you must agree to the terms and conditions that are set forth below:

• 1.1. PoplarConnect application is a technological platform owned by Truekingdomglory International Limited, a private limited company incorporated and registered under the laws of the Federal Republic of Nigeria. PoplarConnect application is also referred to as ("we", "our'' or "us")
• 1.2. PoplarConnect Services – Services that PoplarConnect provides, including driving services of different categories of vehicles, provision and maintenance of PoplarConnect App, PoplarConnect Platform, In-app/online payment, customer support, communication between the Driver and the Patron and other similar services.
• 1.3. PoplarConnect – A smartphone application for Drivers and Patrons to request and receive driving services.
• 1.4. PoplarConnect Platform – It is a technology connecting Patrons who own vehicles with Drivers to help them move around cities more efficiently and a platform for requesting driving services for movement of goods from one place to another.
• 1.5. Patron – The person who owns or in possession of vehicles requesting driving services through PoplarConnect Platform.
• 1.6. Driver – The person providing driving services via the PoplarConnect Platform. Each Driver will download PoplarConnect Application and registers. Driver also refers to as “you".
• 1.7. Agreement – AThis agreement between Driver and PoplarConnect regarding the use of PoplarConnect Services which consists of:
• 1.7.1. General Terms;
• 1.7.2. Special terms displayed in PoplarConnect App, e.g. regarding price info or service descriptions;
• 1.7.3. The Drivers guidelines; and
• 1.7.4. Other terms referred to in this Agreement as may be amended from time to time.
• 1.8. Fare – The fee a Patron is obliged to pay PoplarConnect for connecting and provision of driving services.
• 1.9. In-app/online payment – cards and other payment methods used by the Patron via the PoplarConnect App to pay for the driving services.
• 1.10. Driving services – Poplarconnect offers driving services through drivers on request being made by the Patrons who own or are in possession of different categories of vehicles
• 1.11. Vehicles include cars, trucks, trailers, caterpillars, tractors and so on.

ENTRY INTO THE AGREEMENT

• 2.1. Prior to using the PoplarConnect application, you must have downloaded the PoplarConnect application through playstore, register and sign up by providing the requested information in the sign up application on the website and uploading necessary documentation as required by us. You may sign up either as a legal entity or a person. Upon successful completion of the signup application, we will provide you with a personal account accessible via a username and password.
  By clicking the “Sign up" button located at the end of the signup application, you represent and warrants that: pursuant to valid legal acts, you are entitled to enter into an agreement with us to use the PoplarConnect Platform for providing the driving services; you have carefully studied, fully understand and agree to be bound by these General Terms, including all obligations that arise as provided herein and from Agreement.
• 2.2. All copyrights and trademarks, including source code, databases, logos and visual designs are owned by PoplarConnect and protected by copyright, trademark and/or trade secret laws and international treaty provisions. By using the PoplarConnect Platform or any other PoplarConnect Services you do not acquire any rights of ownership to any intellectual property.

PROVIDING THE DRIVING SERVICES

• 3.1. PoplarConnect is a platform for Patrons to engage the service of a driver for the purpose of providing driving services. The Patron is the owner or in possession of the vehicle(s) who must ensure that such vehicle(s) is in good condition always.
• 3.2. You are obliged to provide and maintain all equipment and means that are necessary to perform the driving services at his/her/its own expense. You are also responsible for paying all costs you incur in the course of performing the driving services including, but not limited to, fuel, mobile data plan costs, duty fees, amortization of the vehicle, insurance, relevant corporate or payroll taxes etc. Please bear in mind that using the PoplarConnect App may bring about consumption of large amounts of data on your mobile data plan. Thus, we suggest you to subscribe for a data plan with unlimited or very high data usage capacity.
• 3.3. Fare. You are entitled to be charged a fare for each instance you have requested for a driver as a Patron on the PoplarConnect Platform. The Fare is calculated based on a default base fare, the distance of the specific journey as determined by the GPS-based device and the duration of the specific travel. The default base fare may fluctuate based on the local market situation.
• 3.4. Upfront Fare. A Patron may be offered to use a ride option that allows the Patron to agree to a fixed Fare for a given instance of driving services provided. Upfront Fare is communicated via the PoplarConnect App to a Patron after request is made. The Fare calculated in accordance with section 3.3 shall not be applied if the Patron changes the destination during the ride or the ride takes materially longer than estimated due to traffic or other factors, or when other unexpected circumstances impact the characteristics of the ride materially (e.g. a route is used where tolls apply).
• 3.5. PoplarConnect may adjust the Fare for a particular order completed, if we detect a violation (such as taking a longer route or not stopping the fare meter of the PoplarConnect App after the Driving services have been completed) or in case a technical error affecting the final fare is identified. PoplarConnect may also reduce or cancel the fare in case we have reasonable cause to suspect a fraud or a complaint by the Driver indicates a violation by you. PoplarConnect will only exercise its right to reduce or cancel the fare in a reasonable and justified manner which would be communicated to you.
• 3.6. Cancellation fee & wait time fee. Patron may cancel a request for driving services that a driver has been assigned via the PoplarConnect App. We are entitled to the fare for cancelled driving services (cancellation fee) in the event that a Patron cancels accepted request for driving services after a certain time period determined by PoplarConnect App.
• 3.7. Your tax obligations. You hereby acknowledges that you are obliged to fully comply with all tax obligations that arise to you from the applicable laws in relation to providing the driving services, including (i) paying income tax, social security tax or any other tax applicable; and (ii) tax registration obligations for calculations in regardto accounting and transfers to applicable State authorities as required by the applicable law. In case the Tax authority will submit a valid application to us to provide information regarding the activities of you, we may make available to the Tax authority the information regarding the activities of you to the extent set forth in valid legal acts. Additionally, it is your obligation to adhere to all applicable tax regulations that may apply in connection with the provision of driving services. You hereby agree to compensate PoplarConnect of all state fees, claims, payments, fines or other tax obligations that PoplarConnect will incur in connection with the obligations arising from applicable tax regulations not having been met by you (including paying the income tax and social tax).

LIABILITY

• 4.1. The PoplarConnect platform is provided on an "as is" and "as available" basis. We do not represent, warrant or guarantee that access to PoplarConnect Platform will be uninterrupted or error free. As the usage of PoplarConnect Platform for requesting driving services depends on the availability of drivers, we do not guarantee that your usage of the PoplarConnect Platform will result in any driving services requests.
• 4.2. To the maximum extent permitted under the applicable law, we, or PoplarConnect's representatives, directors and employees are not liable for any loss or damage that you may incur as a result of using the PoplarConnect Services, including but not limited to: loss of vehicle(s), any direct or indirect property/vehicles damage or monetary loss; loss of profit or anticipated savings; loss of business, contracts, contacts, goodwill, reputation and any loss that may arise from interruption of the business; loss or inaccuracy of data; and any other type of loss or damage.
• 4.3. We shall not be liable for the actions or non-actions of the Patron or co-Patrons, Drivers and shall not be liable for any loss or damage that may incur to you or your vehicle as a result of actions or non-actions of the Patron or co-Patrons or drivers.

TERMS OF TERMINATION

• 5.1. The conditions expressly specified in these General Terms shall enter into force as of submitting the signup application. Agreements and other terms shall enter into force once the specific document or message has been made available to you and you commence or continue requesting for driving services on PoplarConnect Platform.
• 5.2. You may terminate the Agreement at any time by notifying PoplarConnect at least 7 (seven) hours in advance, after which your right to use the PoplarConnect Platform and PoplarConnect Services shall terminate. PoplarConnect may terminate the Agreement at any time and for any reason at the sole discretion of us by notifying you at least 3 (three) hours in advance.
• 5.3. PoplarConnect is entitled to immediately terminate the Agreement and block your access to PoplarConnect Platform without giving any advance notice in case you breach the General Terms or Agreement, any applicable laws or regulations, disparage PoplarConnect, or cause harm to PoplarConnect's brand, reputation or business as determined by PoplarConnect in our sole discretion.
• 5.4. We are aiming to provide the highest quality service to all Patrons therefore we are monitoring the activity of Drivers on PoplarConnect Platform.

AMENDMENTS

• 6.1. Any changes to the Agreement shall enter into force after they have been made available to you via email, PoplarConnect App and you have continued to request for driving services.
• 6.2. In order to amend the General Terms, we shall post a revised version on the website and give you at least 7 (seveen) days prior notice. If you continue to use the PoplarConnect Services, you shall be deemed to have accepted the revised conditions.

APPLICABLE LAW AND COURT JURISDICTION

• 7.1. The General Terms and Agreement shall be governed by and construed and enforced in accordance with the laws of Federal Republic of Nigeria. If the respective dispute resulting from General Terms or Agreement could not be settled by negotiations, then the dispute shall be solved in Law Court in Nigeria.