Exhibit 10.15
English Translation of
Original Agreement in Italian
Service Agreement for the Use of the Helbiz Live Platform
The company HELBIZ MEDIA ITALIA S.r.l., with its registered office at Via Correggio No. 9, 20149 Milan, Tax Code and VAT No. 11803000964, share capital of €10,000.00 fully paid in, registered with the Milan Business Register under REA No. MI – 2625498, represented by the sole director Dr. Gianluca Maria Stefano Spriano, hereinafter referred to as Helbiz Media,
and
The company EVERLI S.p.A., with its registered office at Via L. D’Aragona No. 11, 20132 Milan, Tax Code and VAT No. 04297730238, registered with the Milan Business Register under REA No. MI-2500449, represented by the sole director Dr. Jonathan Hannestad, hereinafter referred to as Everli SpA,
hereinafter also individually referred to as the "Party" and/or jointly as the "Parties".
Whereas:
It is hereby agreed and stipulated as follows:
1) RECITALS
The above recitals are an integral and inseparable part of this agreement.
No amendments may be made to this agreement without written consent from both Parties.
2) PURPOSE
With this agreement, Helbiz Media grants Everli SpA, which accepts and acquires, the rights to use the platform referred to above.
The rights are granted exclusively under the terms specified in this contract. Any transfer of this agreement is expressly excluded.
3) COMPENSATION
Everli SpA agrees to pay Helbiz Media a total one-time fee of €14,000,000.00 (fourteen million euros).
4) PAYMENT TERMS
Everli SpA will pay the agreed fee to Helbiz Media as outlined in point 3). Services will be invoiced and paid for on a semi-annual basis
in advance, over a 24-month period.
5) OBLIGATIONS OF HELBIZ MEDIA
Helbiz Media is responsible for maintaining and upgrading the technology of the platform.
6) OBLIGATIONS OF EVERLI SPA
Everli SpA is obliged to use the platform in compliance with current legislation and must not transfer usage rights to third parties without
prior authorization from Helbiz Media.
7) TERM OF THE CONTRACT
This agreement shall have a duration of 5 years, from 01/12/2024 to 30/11/2029, and may be renewed upon mutual agreement signed by the
Parties no later than 15/03/2029.
8) APPLICABLE LAW
For anything not explicitly provided for in the above clauses, the provisions of the Italian Civil Code and applicable laws shall apply.
9) JURISDICTION
For any disputes arising from this contract, the Court of Milan shall have exclusive jurisdiction.
10) ARBITRATION CLAUSE
All disputes arising from the interpretation and/or execution and/or validity of this contract and any supplemental, modifying, or implementing
agreements—provided they are arbitrable—shall be submitted to a Sole Arbitrator.
The arbitration venue shall be in Milan.
The Sole Arbitrator shall be appointed by mutual agreement of the parties or, failing such agreement, upon the request of either party,
by the President of the Court of Milan under Article 810, paragraph 2, of the Italian Code of Civil Procedure.
The Sole Arbitrator shall rule formally and in accordance with the law, without procedural formalities, except for compliance with mandatory
rules under Articles 806 et seq. of the Code of Civil Procedure on formal arbitration.
The Sole Arbitrator shall issue a decision within 30 days of accepting the appointment, unless extended under Article 820 of the Code
of Civil Procedure.
For all other matters not expressly provided in this article, the rules contained in Book IV, Title III (Articles 806 et seq.) of the
Code of Civil Procedure shall apply.
11) TERMINATION CLAUSE
This contract shall be deemed terminated in the event of serious contractual breaches by either party, notified via registered letter
or certified email (PEC).
12) PERSONAL DATA PROCESSING
By signing this contract, pursuant to EU Regulation No. 679/2016 (GDPR), the Parties agree to process any personal data that may come
to their knowledge in connection with this contract in accordance with the principles laid out in said Regulation and solely for the correct,
complete, and timely execution of this contract.
Such data may be shared with third parties who are competent and authorized in relation to the subject matter of this contract, for the
same purposes.
Read, Approved, and Signed
Milan, 29/11/2024