TERMS & CONDITIONS effective as of June 7, 2021

Please take note that these Terms are also available in French, and that in case of any difference of interpretation or understanding the French Terms are prevailing.

These Terms of Service (“Terms”) govern your use of the free and paid services, software and websites (the “Service”) provided by DealDrive (“DealDrive”, “we”, “our”, etc.), commercial brand of ZZYZX Road SARL-S and any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links, created tasks and associated information, text, files and other content or materials (together, the “Content”) uploaded, downloaded, or appearing on our websites or applications.

If you’re using our Service on behalf of an organization or entity (“Organization”), then you are agreeing to these Terms on behalf of that Organization and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, “you” and “your” refers to that Organization.

Definitions

“Account” means any user having access to our system by using a password and a distinct email address;

“Global User” means the unique physical person, registered and owning one or several Accounts in our platform;

“Organization Account” means an Account using our Service on behalf of an organization or legal Entity;

“Personal Account” means the user Account not related to any organization or legal Entity;

“Client Account” means any Account not related to your organization or legal Entity;

“Content” means any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links, created tasks and associated information, text, files and other content or materials;

“User Content” means any Content that Account holders (including you) provide to be made available through the Service. Content includes without limitation User Content

Subscription and access conditions

1.You must provide accurate information when you create your DealDrive account.

2.Your account must be registered by a human. Accounts registered by "bots" or other automated methods are not permitted.

3.You are responsible for safeguarding the password and for all activities that occur under your account. You should notify us immediately if you become aware of any breach of security or unauthorized use of your account.

4.You may never use another user’s account without permission.

5.In some cases, it is necessary for our employees, contractors, or agents to access your account and content in order to diagnose a problem. When you contact our support team, it is implied that you are allowing us to access your Account if necessary, in order to be helpful. If you wish to receive assistance without granting permission to your account, please specify as much in your communication with our support team and those requests will be honored to the extent possible.

6.We reserve the right to refuse access to the Service to anyone for any reason at any time.

7.You hereby authorize us, directly or through third parties, to make any inquiries we consider necessary to validate your identity and/or authenticate your identity and account information. This may include asking you for further information and/or documentation about your account usage or identity, or requiring you to take steps to confirm ownership of your email address, wireless/cellular telephone number or financial instruments, and verifying your information against third party databases or through other sources. This process is for internal verification purposes. You further understand that we may charge a fee for this verification process.

Terms of Use

8.The DealDrive name and logo are our trademarks, and may not be copied, imitated or used, in whole or in part, without our prior written permission. In addition, all page headers, custom graphics, button icons, and scripts are our service marks, trademarks, and/or trade dress, and may not be copied, imitated or used, in whole or in part, without prior written permission from us.

9.You may not use the Service for any illegal or unauthorized purpose. You agree to comply with all laws, rules, and regulations (for example, federal, state, local and provincial) applicable to your use of the Service and your Content (defined below), including but not limited to, copyright laws.

10.You must not change, modify, adapt, or alter the Service or change, modify, or alter another website so as to falsely imply that it is associated with the Service or with us.

11.You must not interfere or disrupt the Service or servers or networks connected to the Service, including by transmitting any worms, viruses, spyware, malware, or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any our page is rendered or displayed in a user's browser or device.

12.You must not attempt to restrict any Global User from using or enjoying the Service and you must not encourage or facilitate violations of these Terms or any of our other terms.

13.Subject to your agreement and continuing compliance with these Terms and any of our other relevant policies, we grant you a non-exclusive, non-transferable, revocable limited license to use the Service. It does not include:

(i) The distribution, public performance, or public display of Our Content;

(ii) Modifying or otherwise making any derivative uses of the Services or Our Content, or any portion thereof;

(iii) Use of any scraping, data mining, robots, or similar data gathering or extraction methods;

(iv) Downloading (other than page caching) any portion of the Services, our Content, or any information contained therein, except as expressly permitted on the Services;

(v) Accessing our API with an unauthorized or third-party client; and

(vi) Any use of the Services or Our Content other than for their intended purposes.

14.Violation of these Terms may, in our sole discretion, result in termination of your account. Furthermore, we reserve the right to investigate and prosecute violations of any of these Terms to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting Users who violate the Terms. You acknowledge that we have no obligation to prescreen or monitor your access to or use of our Service or any information, materials or other content provided or made available through our Service, but has the right to do so. You hereby agree that we may, in the exercise of our sole discretion, remove or delete any data, accounts or other content that violates these Terms or that is otherwise objectionable.

15.Similarly, we may suspend or terminate your account(s) or cease providing you with all or part of our Services at any time without liability to you for any reason, including, but not limited to, if we reasonably believe:

(i) you create risk or possible legal exposure for us;

(ii) you have a free account that has not had any activity (replies or logins) for sixty (60) days, or trial accounts without a payment method thirty (30) days after expiration; or

(iii) our provision of our Services to you is no longer commercially viable. We will make reasonable efforts to notify you through our Service, the next time you attempt to access your account, or by an email address or phone number you have provided us (if applicable). If we terminate your access to the Service, your Content and all other data will no longer be accessible through your account

16.If we terminate your access to the Service, your Content and all other data will no longer be accessible through your account. Upon termination, all licenses and other rights granted to you in these Terms will immediately cease.

Content-related Conditions

On the Content We Make

17.Unless otherwise stated, all materials contained on or within the Services, including, but not limited to, text, graphics, images, code, illustrations, designs, icons, photographs, video clips, and written and other materials (collectively, "DealDrive Content"), as well as their selection and arrangement, are protected by copyright, trademark, trade dress, patent, and/or other intellectual property laws, and unauthorized use of DealDrive Content may violate such laws and these Terms.

18.Except as expressly provided in these Terms, we do not grant any express or implied rights to use DealDrive Content. You agree that you will not copy, reproduce, republish, frame, download, transmit, modify, display, reverse engineer, sell, or participate in any sale of, rent, lease, loan, assign, distribute, license, sublicense, or exploit in any way, in whole or in part, DealDrive Content & the Service, except as expressly stated in these Terms.

19.You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services or Content. You acknowledge that the Services and Content are protected by copyright, trademark, and other Luxembourgish, European or foreign countries laws.

On Your Content

20.We claim no ownership rights over the Content submitted or created exclusively by you in your DealDrive Service account. Any Content that is yours remains yours. These Terms of Service do not grant us any licenses or rights to your Content except for the limited rights needed for us to provide the DealDrive Service to you.

21.Notwithstanding the foregoing, we may access Content to determine how we can improve our Service, and to determine customer satisfaction. Similarly, any reporting data we collect from your use of the DealDrive Service remains yours. By using the DealDrive Service you agree that we can use this data to provide the DealDrive Service to you, and you also agree that as long as the data is anonymized and does not identify you, we can combine this data with the anonymized data of other companies to provide benchmarking, public reports or to otherwise use it to provide the DealDrive Service.

22.You represent and warrant that:

(i) you own the Content posted by you on or through the Service or otherwise have the right to grant the rights and licenses set forth in these Terms and Conditions;

(ii) the posting and use of your Content on or through the Service does not violate, misappropriate, or infringe on the rights of any third party, including, without limitation, privacy rights, data protection rules, publicity rights, copyrights, trademark, and/or other intellectual property rights; and

(iii) the Content does not hold anything obscene or defaming or violating applicable, nor grant access through hyperlinks to such related material.

23.You agree that we are not responsible for, and do not endorse, Content posted within the Service. We do not have any obligation to prescreen, monitor, edit, or remove any Content. If your Content violates these Terms, you may bear legal responsibility for that Content

24.Except as otherwise described in the Service's Privacy Policy, by sharing any Content with other Accounts you agree that your relationship with us is not a confidential, fiduciary, or other type of special relationship. If they are shard, none of your Content will be subject to any obligation of confidence on our part, and we will not be liable for any use or disclosure of any Content you provide.

25.If you decide to use any third-party application in connection with your use of the Service, by doing so you are consenting to your Content being shared with such third-party application. To understand how such third-party application provider utilizes your Content and other information, you should review their privacy policy.

User submissions

It is not our policy to accept or consider content, information, ideas, suggestions, or other materials other than those we have specifically requested and to which certain specific terms, conditions and requirements may apply. However if you choose to send us content, information, ideas, suggestions, or other materials, you further agree to the following articles 17 to 19 :

26.For all reviews, comments, feedback, suggestions, ideas, and other submissions disclosed, submitted, or offered to us via our Service, our sites, by e-mail or telephone, by mail, or otherwise disclosed, submitted or offered in connection with your use of this Service (collectively, “User Submissions”) you grant us a royalty-free, irrevocable, transferable right and license to use the User Submissions however we desire, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from, and/or sell and/or distribute such User Submissions and/or incorporate such User Submissions into any form, medium, or technology.

27.User Submissions are not to be considered as a User Content, and we will be entitled to use, reproduce, disclose, modify, adapt, create derivative works from, publish, display, and distribute any User Submissions you submit for any purpose whatsoever, without restriction. We are and shall be under no obligation:

(i) to maintain any User Submissions in confidence;

(ii) to pay to user any compensation for any User Submissions; or

(iii) to respond to any User Submissions.

28.You agree that any User Submissions submitted by you to us will not violate the right of any third party, including without limitation, copyright, trademark, privacy, or other personal or proprietary right(s), and will not cause injury to any person or entity. You further agree that no User Submissions submitted by you to us will be or contain libelous or otherwise unlawful, threatening, abusive or obscene material, or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of “spam”.

Notifications & Alerts

29.As part of the Services we provide, you may (if enabled) receive push notifications, text messages, alerts, emails, or other types of messages directly sent to you outside or inside the App ("Notifications"). You have control over the Notifications settings, and can opt in or out of these Notifications through the Services (with the possible exception of infrequent, important service announcements and administrative messages).

30.In connection with providing you the Service, we may transfer, store and process your Content in every EU Member State. By using the Service, you consent to this transfer, processing and storage of your Content.

31.We may, but have no obligation to, remove, edit, block, and/or monitor Content or accounts containing Content that we determine in our sole discretion violates these Terms.

Financial conditions

You can access to our Service throughout different subscription plans, and the next 3 articles apply to the paying plans.

32.Subscriptions fees relative to the Accounts you are in charge of – Organization Accounts of your entity if you administrate them, and your Personal Account – are not refundable, unless stated by law. You will pay all applicable fees when due and, if such fees are being paid via credit card or other electronic means, you authorize us to charge such fees using your selected payment method. By default, customer accounts are set to auto-renew and we may automatically charge you for such renewal on or after the renewal date associated with your account unless you have cancelled the Service prior to its renewal date. We may revise fee rates for the Service from time to time and will provide you with email notice of any changes in fees at least thirty (30) days prior to your Service renewal date. You are responsible for providing complete and accurate billing information to DealDrive. We may suspend or terminate your use of the Service if fees become past due. You are responsible for all taxes (excluding taxes on our net income). You are responsible for any tax related to the use of our Service.

33.When using the Service, you will be able to add other Accounts. Client Accounts will not lead to any invoicing, as opposed to Accounts added to Your Entity (your Organization Accounts). These paying Accounts will be prorated during their subscription time for the period, and the total amount due will be passed to the next invoice in order to ease payments.

34.Within your Organization, paying Accounts are non-nominative. Given a subscription period to the Service, if you delete some of your Organization Accounts and then add some others during the same period, inactive Accounts will be reactivated up to the number of new added users.

Warranties

35.We give no warranty or condition, express or implied, with respect to any matter and, in particular, but without limitation, expressly disclaims any warranties or conditions of non-infringement or the quality or fitness for any particular purpose as to the Service, our Content, your Content or security associated with the transmission of information to us or via the service.

36.You guarantee that you shall defend, indemnify, and hold DealDrive harmless from and against any third-party suit, proceeding, assertions, damages (direct or indirect), cost, liability, and expenses (including court costs and legal fees), incurred as a result of any breach of these Conditions, or of any claim which if true would be a breach of this clause.

Limitations of liability

37.To the maximum extent permitted by applicable law, neither party shall be liable for any special, indirect, incidental, consequential, punitive or exemplary damages in connection with the Agreement, even if said party has been advised of the possibility of such damages. However nothing in this Agreement excludes or limits either our or your liability for fraud, gross negligence, death or personal injury or any other matter to the extent such exclusion or limitation would be unlawful.

38.Neither party shall have any liability for any failure or delay resulting from any event known as force majeure, meaning beyond the reasonable control of that party including, without limitation fire, flood, insurrection, war, terrorism, earthquake, power failure, civil unrest, explosion, embargo, strike.

39.Except for the indemnity described in Article 36, to the maximum extent permitted by applicable law, each Parties’ liability under the Agreement, for whatever cause, whether in contract or in tort, or otherwise, will be limited to general/direct money damages and shall not exceed the amount corresponding to the last 6 months invoiced to you.