Terms & Conditions
Last updated: 18-4-2022
TABLE OF CONTENTS
- Term and renewal
- Suspension, termination, expiration, and survival
- Quotations, fees, and payment terms
- Intellectual property
- Confidential Information
- Personally identifiable data
- Acknowledgments and limitation of liability
- Other clauses
- Audit and infringement
- Dispute resolution, language, and governing law
Thank you for choosing DealRevs. Our mission is to help you make better decisions by clearly and transparently providing you with all the essential Information, and that is what we aim with these Terms and Conditions (“T&C’s”) as well.
We advise you to review these T&Cs carefully. They clarify our services, what you can expect from us, what we expect from you, and how we resolve any misunderstandings. The confirmed order form and these T&Cs together form the legal Agreement between us.
The words “you” and “your” refer to your contracting entity and its affiliates, as named on your Order Form. The terms “we,” “us,” “our,” or “DealRevs” refer to our contracting entity, which is AutoData Middle East LLC, unless otherwise stated on the Order Form. You or DealRevs may also be referred to individually as a “Party” and together as “Parties” in these Terms. An “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the specified Party. For purposes of this definition, “control” means direct or indirect ownership of more than fifty percent (50%) of the voting interests of the subject entity or the power to direct the management and policies of the subject entity.
You will be asked to create an account to use the Services. To create an account for using the Services, you must (a) be legally able to represent the company or business contracting our Services; and (b) review and accept this Agreement on its behalf. You will be asked to provide your email address and phone number and create a password to create an account. You agree to (a) provide accurate, current, and complete Information when creating an account; and (b) keep that Information accurate, current, and complete during your use of the Services.
2.3 Your affiliates
If any of your Affiliates want to use the Services, (a) each Affiliate must accept these Terms individually and create their own account, which may require a separate Order Form; or (b) you may allow your Affiliates to use the Services without entering into a separate Order Form by providing such Affiliate(s) a login ID, password, and API key to access and use the Services. If you provide Affiliate(s) with access to your account, this Agreement applies to each Affiliate, and you are directly and primarily responsible for all access to and use of the Services by your Affiliates. In such case, references in these Terms to you includes a reference to your relevant Affiliates.
2.4 Our affiliates
Our Affiliates may provide the Services, or a portion thereof (including but not limited to ancillary services, such as billing), to you in accordance with these Terms and any applicable Order Form(s). We will (a) be responsible for the Services our Affiliates provide and (b) not be relieved of our obligations under these Terms if our Affiliates provide the Services or a portion thereof. Where this Agreement refers to obligations you owe to us and obligations we owe to you, we may exercise our rights and entitlements and discharge our obligations through our Affiliates.
The “Services” means all products and services provided by us or our Affiliates that are ordered by you under any applicable ordering document (including relevant documentation made available to you through a web-based or mobile application, 3rd party software, or otherwise). These services include but are not limited to the DealRevs pricing software, the DealRevs used car workflow software, the Inspection software, the provision of vehicle data, and business and technology consulting. These Services are provided for commercial use only and are not intended for personal or private individual use.
3.2 Changes to the Services
From time to time, we may change the features and functions of the Services. If we do, we will use reasonable efforts to notify you of such changes, such as posting an announcement on our website or sending you an in-application notice or email. We agree that such changes to the Service will not materially diminish the overall features or functionality of the Services. Your continued use of the Services following the posting or notice of the changes constitutes your acceptance of such changes. If you do not agree to such changes, you must stop using the Services immediately. If applicable law requires us to give you specific notice of any such change, we will notify you in accordance with article 16 of these T&C’s (changes to these terms).
3.3 Maintenance and Downtime
Our Services may become temporarily unavailable: (a) to perform scheduled or unscheduled maintenance, modifications, or upgrades; (b) due to hardware failures, power outages, or failures of third-party providers; (c) to mitigate or prevent the effects of any threat or attack to the Services or any other network or systems on which the Services rely; or (d) as required for legal or regulatory reasons. We will make a reasonable effort to notify you in advance of any scheduled Services unavailability. We have no liability for any damages, losses (including loss of data or profits), or any other consequences incurred due to unavailability of Services or the failure to provide notice of unavailability.
3.4 Free services, including beta products
You may be permitted to use some of our Services free of charge, or we may invite you to test out products or features of our Services that are not generally available to all of our customers or the public. We are not obligated to provide any free services to any customer or our broad customer base and may choose to discontinue a free service. When services are provided for free, they are explicitly excluded from any Service Level Agreement.
4. TERM AND RENEWAL
4.1 Effective term
These terms are applicable during the “Subscription Period,” which starts from the “Effective Date” and lasts until the subscription period expires or is terminated, with the exception of any clauses that survive the expiry of the effective Term, as specified in article 5.7 of these terms.
4.2 Effective date
These Terms become effective on the date you accept them, either through receipt of a “Confirmed Order Form” or by starting to use our services, whichever comes first.
4.3 Subscription period
Your Subscription period is the “Initial Term” as described on your Confirmed Order Forms and all following “Renewal Terms.” We specify your “Initial term” on the Confirmed Order Form and the Renewal terms in the account section of the application(s) and additional Confirmed Order Forms.
Unless otherwise noted in the Order Form or the application(s), subscriptions automatically renew for additional successive periods of equal duration to the Initial Term (each, a “Renewal Term,” and together with the Initial Term, the “Term“) unless either Party gives the other notice of non-renewal at least fourteen (14) days before the end of the Term.
4.5 Renewal commercial terms
The applicable fee for any Renewal Term is determined using the then-current list price for such renewed Services, as available on our website and in the application, unless different renewal pricing is specified in the Order Form.
5. SUSPENSION, TERMINATION, EXPIRATION AND SURVIVAL
5.1 Account Suspension
While we have no obligation to screen or monitor your payments and usage, we may suspend your account(s) immediately if we reasonably determine that:
- You haven’t made timely payment for the services; or
- You, your users, or your affiliates have materially breached any part of this Agreement, which includes, but is not limited to, the provision of incorrect account and payment details; or
- Continued use by you, your users, or your affiliates threatens the security, integrity, or availability of the services; or
- Provision of the Services is prohibited by applicable law or regulation or the terms of any third-party providers.
If we suspend your account due to your actions or omissions pursuant to this section, we have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you may incur as a result. You remain responsible for the payment of Fees during any suspension.
We will notify you of any suspension immediately. After such notification, You have 15 days to rectify the situation leading to the suspension.
5.2 Termination for Material Breach and Other Grounds
Either Party may terminate the affected Order Form(s) or agreed Services if, after providing written notice of the material breach, the other Party does not remedy the breach within fifteen (15) calendar days. In the Event of an unremedied material breach, we may also (i) terminate the Agreement, (ii) close all of your accounts, or (iii) prohibit you from creating any new accounts.
5.3 Termination for Insolvency
Either Party may terminate this Agreement (and we may close your account) by written notice in the Event the other Party becomes subject to a petition in bankruptcy or any other proceeding relating to insolvency, receivership, or liquidation.
5.4 Refund or Payment upon Termination
If you terminate these Terms because of our material breach, we will refund to you any prepaid Fees covering the remainder of the applicable Term, counted from the effective date of termination until the end of the last contracted Term, as specified on the Order Forms or in your account section on the application. If we terminate these Terms because of your material breach, you will pay us any unpaid Fees covering the remainder of the applicable Term, counted from the effective date of termination until the end of the last contracted Term, as specified on the Order Forms or in your account section on the application.
In no event will termination relieve you of your obligation to pay any Fees payable to us for the period before the effective date of termination.
Following article 4.4, your subscription is automatically renewed unless you disable this renewal in the application or send a written confirmation to your account manager in due time. We will continue to deliver our services until midnight on the day of your expiration.
5.6 Consequences of Termination and Expiration
Upon the effective date of termination or expiration of the Agreement or any Order Form:
(a) all rights, licenses, and subscriptions granted to you under any affected Order Form and the Agreement will immediately terminate; and
(b) you will immediately cease all use of and access to your account and the relevant Services; and
(c) you will immediately either return or destroy (at our discretion) all Confidential Information, including all provided proprietary data; and
(d) we will delete all your pricing, inventory, and customer data, as temporarily stored by us, within forty-five (45) days after the effective date of expiration or termination unless (i) a different statutory retention period applies or (ii) as necessary to prosecute or defend a legal claim, in which case we only retain such Information for as long as needed to resolve the claim or comply with applicable law, or (iii) unless you ask us, in writing, to store this for a more extended period, provided that this is not against any law or regulation. During these 45 days, and before the termination, you can download the Information you provided to us for your record keeping.
(e) we will delete all your account-related Information within thirty-six (36) months after the effective termination date.
(f) If only a part of the services is terminated, we may need to keep your Confidential Information and Personal Identifiable Data, for as far as this is still required for the non-terminated services to function.
Articles 6 (“Quotations, Fees and Payment Terms”), Article 8 “Intellectual Property,” Article 9 “Confidential Information,” Article 10 “Personal Identifiable Data,” Article 11 “Acknowledgments and limitation of liability,” Article 12 “Indemnification,” and Article 13 “Other clauses” survive the termination and expiration.
6. QUOTATIONS, FEES AND PAYMENT TERMS
6.1 Price Quotations
Unless explicitly specified otherwise, all price quotations are non-binding and may be adjusted if other or additional Information is provided.
We will confirm the applicable agreed fees for your services in the application, on the order form, and on the invoice. We will not change fees during the contracted Term. If you have an automatically renewing subscription, we may change the applicable fees at the end of the Term. We will provide you with one calendar month’s written notice before the change takes effect. Your continued use of the application.
Some features and services are offered as add-ons to the Services. If you add on a feature or Service with an additional fee, you will be billed that additional amount with each billing cycle for as long as the add-on is active.
All Services Fees are exclusive of any applicable government, regulatory, or communications service or telecommunication provider (e.g., carrier) fees or surcharges.
All Services Fees are exclusive of any (a) applicable taxes, levies, duties, or other similar exactions imposed by a legal, governmental, or regulatory authority in any applicable jurisdiction, including sales, use, value-added, consumption, communications, digital services tax or withholding taxes; and (b) other indirect taxes, including any related interest and penalties and other government duties, as well as any other costs including transaction costs or bank transfer fees (collectively, “Taxes“). Taxes, other than withholding taxes, are shown as a separate line item on an invoice. You are responsible for all Taxes associated with the Services and these Terms. If you are exempt from any Taxes, you are responsible for providing us with a valid tax exemption certificate or a value-added tax identification number (“Tax Exemption“). If Taxes should be accounted for under a reverse charge mechanism or similar procedure, it is your responsibility to provide us with a valid registration number. If for any reason, the appropriate taxing authorities determine that you are not exempt from any Taxes and we pay such Taxes, we will invoice you, including any applicable interest or penalties imposed by the appropriate tax authorities. You may withhold or directly pay Taxes with your purchase of the Services if required by applicable law, but we are not responsible for the determination or the application of such Taxes. You cannot offset any Taxes or other fees owed by you in connection with your purchase of the Services with the Services Fees.
All Fees shall be paid in dollars unless specified otherwise in the applicable Order Form. If it is agreed that any Fees will be paid in a currency other than Dollars, such payment shall be calculated using a forward exchange rate set at the mid-market exchange rate of 18.00 GST the day before the day which the order is confirmed.
6.7 Prepaid Credit
Unless otherwise specified in the Order Form or on the Site, any prepaid balance or credits you purchase lapse if you do not use the balance or credit within one year after the purchase date. We are not obliged to refund any prepaid balance or credit.
6.8 Payment Terms
Payment obligations are non-cancelable. All fees, including the Services Fees, add-ons, surcharges, taxes, and FX conversion fees, are non-refundable once paid. Except as otherwise outlined in the applicable Order Form(s) and subject to Section 5.13 (Payment Disputes), you pay the Fees due under these Terms by the following applicable payment method:
(a) if you elect to pay fees using a credit card, you represent and warrant that you are authorized to use that credit card, that all Fees may be billed to that credit card, and that payment of such Fees are not declined; or
(b) if you elect to pay via an electronic wire transfer, and we approve you for the same, we send you the invoices immediately after confirmation of the order and seven (7) calendar days before the renewal of each Term. You will transfer the payment within fourteen (14) days of the date of the invoice; or
(c) if you elect to pay via cheque, and we approve you for the same, we send you the invoice immediately after confirmation of the order and seven (7) calendar days before the renewal of each Term. You will provide us with a cheque within fourteen calendar days (14) of the invoice date, with a payment date no later than fourteen (14) calendar days after the invoice date.
6.9 Billing Information
You will provide complete and accurate billing and contact Information and notify us of any changes to such Information. We will notify you if we cannot process the payment with the billing information provided. If you fail to provide us with the correct billing information after this notification, we may suspend or terminate the services in accordance with article 5.
6.10 Affiliate Billing
If you have procured our Service through one of our partners, they may bill you directly as our reselling partner, or in our name, as our billing agent —the billing relationship results from the contractual relationship specified on your final order confirmation.
6.11 Late Payment
If you fail to pay the Fees on time, we may
(a) apply a late fee of 2% per month and
(b) suspend the Services to all of your accounts until the Fees are paid in full.
6.12 Collection Notices
If you fail to pay the Fees on time, we will send you an overdue notice via email. We may send overdue payment reminder notifications via alternate means of communication such as regular mail, WhatsApp, and any other communication channels available using the contact information provided by you.
6.13 Payment Disputes
You must notify us in writing within fifteen (15) days of the date we bill you for any Fees that you wish to dispute, or you will not be able to bring a dispute. So long as you act promptly and cooperate with us to resolve the situation, we will not charge you a late fee or suspend the provision of the Services for unpaid Fees that are in dispute unless we determine your dispute is not reasonable or brought in good faith. All undisputed fees remain due according to schedule.
7.1 Our Responsibilities
(a) We grant you a non-exclusive, non-transferable license during the applicable Term and for the applicable geography, as specified on your order form, to access and use our Data, Services and Software solely for the intended use of the Services and following this Agreement.
(b) Under this license agreement, we make the Services available to you under these T&C’s, all applicable Order Form(s), and our technical documentation.
(c) We develop, improve, and maintain the Service, software, and data according to industry best practices and use all reasonable skills.
(d) We collect, clean, standardize, normalize, compile, analyze and synthesize vehicle data from many different sources using all reasonable skills and care.
(e) Following articles 9 and 10, and according to the relevant laws and regulations, we respect and keep safe your Confidential Information and the provided Personal Identifiable Information.
(f) We perform our best efforts to ensure that any complaints of Licensee regarding the technical and functional performance of our services and the accuracy of the provided Information are resolved within the shortest time frame reasonably possible
(g) We exert all reasonable effort to (i) maintain an application uptime for 99% of all business hours of all calendar days during the contracted Term, excluding scheduled updates and maintenance, which are to be performed outside of business hours and excluding change in security certificate and time spend on solutions for which the Licensor is also partially responsible; (ii) provide a customer service initial response within 4 hours, during business days, between 09:00 and 22:00. You acknowledge that design and implementation of the solution might take longer; (iii) provide Force Majeure data backup and recovery up to 96 hours.
7.2 Your Responsibilities
(a) You agree to use the Services only in accordance with how the Services have been made available to you by us, the License Rights, these Terms and conditions, the Order Form, our applicable documentation, and all applicable law.
(b) You respect and protect our Intellectual Property and not transfer, resell, lease, license, or otherwise make available the Services to third parties.
(c) You access the Services only through the provided interfaces, with the provided credentials.
(d) Each of your users has its own credentials. You do not share credentials between different users.
(e) You are responsible for preventing unauthorized access to or use of the Services through your account and will notify us promptly of any such unauthorized access or use. We are not liable for any loss or damage arising from unauthorized use of your account.
(f) You are solely responsible for all use of the Services under your account, including prohibited acts such as reverse engineering, copying, disassembling, decompiling, modifying, copying, or creating derivative works of any part of the Service;
(g) You are solely responsible for all acts, omissions, and activities of anyone who accesses or otherwise uses our Solution and Services through your account;
(h) You are solely responsible for any data and other Information or content submitted by you or for you under the Agreement and processed or stored by the Services and all applications, web domains, devices, and communication channels owned or operated by you.
(i) You have proper Data Policy Procedures and systems to ensure compliance with all relevant laws, regulations, and these terms and conditions.
(j) You agree to provide prompt and reasonable cooperation regarding information requests we receive from law enforcement and regulators.
(k) You do not use our Services to perform acts that violate any legal, regulatory, self-regulatory, governmental requirements or codes of practice;
(l) You do not use our Services for practices that would be deemed immoral or unethical.
8. INTELLECTUAL PROPERTY
8.1 Your Data
(a) You exclusively own and reserve all intellectual property rights in and to your Confidential Information, including, but not limited to, data about your companies specific search interests, your companies bids, your companies inventory, your companies cost structures, and deal margins.
(b) You also exclusively own and reserve all intellectual property rights in and to the Personable Identifiable, including, but not limited to, data about your company, your users, your prospects, your clients, your partners, and your affiliates.
(c) You grant us and our Affiliates the right to process Confidential Information and Personal Identifiable Information as necessary to provide our Services. We use your Confidential Information to provide you with more customized insights. We use your Personal Identifiable Information to provide you with access control, user level reporting, bid retrieval, and open deal reminders.
8.2 Our Proprietary Data
(a) We own and reserve all intellectual property rights in and to all proprietary data, including data that we have collected regarding a vehicle’s specifications, its import history, the accident history, and the market value, in as far as this data is not already the intellectual property from a 3rd party, from which we have sourced this data.
(b) We also own and reserve all intellectual property rights to all anonymized and aggregated data and insights derived from the use of the Services, including data that we have aggregated and cleaned so that it does not directly or indirectly identify you, your users, your customers, your partners, your affiliates, and your Confidential Information.
8.3 Our Services and Software
We, and or our licensors, as applicable, own and reserve all right, title, and interest, including without limitation, intellectual property rights, in and to the Services, including the Designs, Code, Processes, Proprietary Data, Documentation, and all modifications, extensions, customizations, scripts, or other derivative works of these. You may not reverse engineer, copy, disassemble, or decompile the Services or remove any copyright, trademark, or other proprietary rights notices contained in or on the Service without prior written approval.
8.4 Feedback and ideas
We appreciate any suggestions, recommendations, or feedback, but please note that they are entirely voluntary and we own and reserve all intellectual property rights in and to any feedback provided by you.
9. CONFIDENTIAL INFORMATION
“Confidential Information” means any information or data disclosed by one Party (“Disclosing Party”) to the other (“Receiving Party”) that is marked as confidential or that should be reasonably understood to be confidential given the nature of the Information and the circumstances surrounding disclosure (e.g., Order Forms, Customer Data, pricing). Confidential Information does not include any information which is:
(a) publicly available; or
(b) rightfully known by Receiving Party before disclosure by Disclosing Party; or
(c) lawfully disclosed to Receiving Party by another party that is not under any obligation or breach of confidentiality; or
(d) independently developed by or for Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.
9.2 Use and Disclosure
Unless agreed to in writing, the Receiving Party will not:
(a) use any Confidential Information of Disclosing Party for any purpose other than fulfilling Receiving Party’s rights and obligations under the Agreement; or
(b) disclose Confidential Information to any third party except for “Representative Entities” (e.g., Affiliates, contractors, legal counsel) who have a “need to know” for Receiving Party to fulfill its rights and obligations under these Terms. These “Representative Entities” are bound to protect Confidential Information under the same terms of confidentiality as the Receiving Party, and Receiving Party is responsible for any breach by the “Representative Entities” of those obligations.
9.3 Compelled Disclosure
Receiving Party may disclose Confidential Information of Disclosing Party to the extent compelled by regulation, law, subpoena, court order provided:
(a) Receiving Party gives Disclosing Party immediate and prior notice of the compelled disclosure to the extent legally permitted; and
(b) Receiving Party discloses only the Confidential Information legally required; and (c) Receiving Party provides reasonable assistance, at Disclosing Party’s sole expense if Disclosing Party wishes to contest the disclosure.
10. PERSONAL IDENTIFIABLE DATA
10.1 Your compliance
You are solely responsible for:
(a) ensuring that you comply with the Data Protection Legislation as applicable to your own controlling and processing of Personal Identifiable Data concerning your use of our Services. You guarantee that all processing activities are lawful, have a specific purpose, and any required notices and consents or other appropriate legal basis are in place to enable the lawful transfer of the Personal Identifiable Data.
(b) making an independent assessment of whether the technical and organizational measures of our Services meet your requirements
(c) implementing and maintaining privacy and security measures for components that you provide or control (including but not limited to passwords and devices used with our Services).
10.2 Collection of Personal Identifiable Data
We may collect and process personal data, including, but not limited to, customer account and potential customer information, like Full name, Address, Email address, Financial Information, Account ID, Gender, Job title, IP address, Location-related Information, customer support call recording, pages, and modules visited, browser and device information.
We collect this Information only to the extent required for our business. These reasons include, but are not be limited to: Sharing relevant Information about our products and services, creating an account that’s connected to your person and company, Verifying your identity, Finance, and billing, Provision of the services, Analyzing the usage of our products and services, providing customer support to potential or existing customers, Detecting and combating fraudulent or unlawful activity, Training and quality improvement, Expanding business through our marketing and sales channels, Fulfil financial obligations such as paying taxes and ensuring invoices are paid, keeping your account secure.
10.4 3rd party data
We may receive Personal Identifiable Information from third parties to complement a customer’s profile.
10.5 Processing of Personal Identifiable Data
You acknowledge that we process Personal Identifiable Data as an independent data controller to the extent necessary for our legitimate business purposes. We process Personal Identifiable Data only to the extent necessary to provide the Services, including ensuring the security of the services, providing technical and delivery reports, providing support and developing and implementing improvements and updates, billing, account management, financial and internal reporting, combatting and preventing security threats, cyber attacks, and cybercrime that may affect us or our services, business modeling (e.g. forecasting, capacity and revenue planning, product strategy), fraud, and abuse prevention and detection, product improvement, and to comply with our legal obligations.
10.6 Confidentiality of Personal Identifiable Data
We do not sell or share any Personal Identifiable Data. We ensure that any person or Party whom we authorize to process Personal Identifiable Data (including our staff, agents, and sub-processors) are informed of the confidential nature of such Personal Identifiable Data and are under an appropriate obligation of confidentiality (whether a contractual or statutory duty) that survives termination of their engagement. We restrict access to Personal Identifiable Data by sub-processors to what is strictly necessary to provide our Services to you.
10.7 Cross Border Transfers of Personal Identifiable Data
We may transfer Personal Identifiable Data if all appropriate safeguards required by Data Protection Legislation are in place. These safeguards can include a prior data transfer impact assessment, the adoption, monitoring, and evaluation of supplementary technical, organizational and legal measures, enforceable data subject rights, and ensuring that effective legal remedies for data subjects are available.
10.8 Retention of personal data
We keep Personal Identifiable Data only for as long is allowed and required to fulfill contractual or legal obligations, which may vary depending on the geographical location you are residing in, the Service is procured, or the communications services are terminated. After the required retention period expires, we might keep data in a non-identifiable form for archival, statistical, or other legitimate purposes.
10.9 Disclosure requests
We will notify you as soon as reasonably possible if we receive a request from a governmental or regulatory body to disclose Personal Identifiable Data unless such notice is prohibited by law.
10.10 Data Breach response and notification
Upon becoming aware of a Personal Identifiable Data Breach, we will, without undue delay:
(a) notify you; and
(b) investigate the Personal Data Breach; and
(c) provide timely Information relating to the Personal Data Breach as it becomes known or as you reasonably request it; and
(d) take commercially reasonable steps to mitigate the effects and prevent the recurrence of the Personal Data Breach.
10.11 Deletion and Return of Personal Identifiable Data
Upon termination or expiration of the Agreement, we delete all Personal Identifiable Data (including copies) in our possession or control, in as far as we are not required by law to retain the Personal Identifiable Data.
11. ACKNOWLEDGEMENTS AND LIMITATION OF LIABILITY
You understand and acknowledge that:
(a) we collect, clean, standardize, normalize, compile, analyze and synthesize data from many different sources that may or may not provide accurate and complete data.
(d) we may have an incomplete view of the market
(c) we apply probabilistic models to predict pricing and inventory effects.
(d) we do not take into account your company’s specific circumstances, including but not limited to cost structures and margin requirements.
(e) As a result of these limitations, you understand that we provide data and insights only for informational purposes. You shall consider your specific business requirements (e.g., inventory levels, turns, profitability) and perform your own due diligence on the provided Information. You will never base your decisions solely on the provided Information.
11.2 Limitation of liability for provided information
In conjunction with the acknowledgment of the previous clause (Article 11.1), we are not liable for any damages, direct or indirect loss, including loss of profits, business, anticipated savings, goodwill, data, or other such loss, that arises of the incompleteness, unavailability or inaccuracy of the provided Information.
11.3 Limitation of liability for software and services
We are not liable for any damages, direct or indirect loss, including loss of profits, business, anticipated savings, goodwill, data, or other such loss, arising from errors, omission, or malfunctioning of the provided solution.
11.4 Limitation of liability for misusage
We are not liable for any damages, direct or indirect loss, including loss of profits, business, anticipated savings, goodwill, data, or other such losses, arising out of misusage or poor execution of the provided solution.
11.5 Limitation on Indirect, Consequential, and Related Damages
In no event will either Party have any liability related to the Agreement for any lost profits, revenues, goodwill or data, business interruption or indirect, special, incidental, consequential, or punitive loss or damages, whether an action is in contract or tort or otherwise and regardless of the theory of liability.
11.6 Limitation of liability to 12 months license fees
To the greatest extent permitted by applicable law, neither Party’s liability shall exceed the amounts paid or payable for the Services giving rise to the liability during the twelve (12) month period preceding the first incident out of which the liability arose, regardless of the theory of liability or whether the action is in contract or tort or otherwise.
11.7 Aggregate cumulative liability
For the avoidance of doubt, all limitations of our liability, as set out in these terms, shall represent our maximum aggregate cumulative liability to you, your Co-Venturers, and your Affiliates.
11.8 Extension of limitation of liability
To the extent allowable under applicable law, any exclusion or limitation of liability under the Agreement shall exclude or limit such liability in contract and court or otherwise at law.
11.9 Exceptions to the Limitation of Liability
None of these limitations on liability apply to (a) your breach of Article 7.2 (Your Responsibilities); (b) your breach of Article 6 (Quotations, Fees, and Payment Terms);
11.10 Service Credits
As our sole and exclusive remedy for any unavailability, non-performance, or failure to meet our Service Level Guidelines, we may, at our discretion, decide to provide you with a “Service Credits” in the form of a free contract extension.
12.1 3rd party claims
Both Parties agree and undertake to defend (including paying for the attorney’s fees), pay on behalf of, indemnify, and hold harmless the other Party against all claims, demands, suits, or losses, including all costs connected therewith, and for any damages which may be asserted, claimed or recovered against or from the other Party, because of any claim, loss or damage brought by any third party which arises out of or is in any way connected or associated with the activities and services governed by these Terms.
13. OTHER CLAUSES
13.1 Entire Agreement
The Order Form and these Terms jointly represent the Parties’ entire Agreement, superseding all prior proposals, statements, or agreements.
If a court of competent jurisdiction holds any provision of these Terms to be contrary to applicable law, that provision is changed and interpreted to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of these Terms remain in full force and effect.
Each Party is an independent contractor in the performance of this Agreement, and nothing in these Terms is intended to create or will be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. Neither Party has the authority to commit the other Party and will not attempt to do so or imply that it has the right to do so. Nothing in these Terms is intended to prevent: (a) us from marketing, licensing, selling, or otherwise providing Services to any third party; and (b) you from obtaining services similar to the Services from a third party.
You may not assign, delegate, or otherwise transfer any of your rights or obligations under this Agreement, any applicable Order Form(s), or those listed in the customer portal without our prior written consent. We may assign, delegate, or otherwise transfer any or all of our rights or obligations under these Terms, any applicable Order Form(s), or those contained in the customer portal. After any authorized assignment, delegation, or transfer, all Terms are binding on successor entities.
A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude its exercise in the future or any other power or right. A waiver is not effective unless it is in writing. A waiver of a power or right is effective only regarding the specific instance to which it relates and for the specific purpose for which it is given.
Any notice to be given hereunder shall be in writing and sent by email with proof of acknowledgment of receipt to firstname.lastname@example.org. If we need to notify you under these Terms, we do so in writing via email to the email address you designate in your account. It is your responsibility to keep all email addresses associated with your account current and accurate.
You grant us the right to use your name, logo, and a brief description of your use case to refer to you on our website, customer lists, marketing, sales, and other promotional materials, subject to your standard trademark usage guidelines.
13.8 Electronic Signature
Your use of our Services indicates acceptance of this Agreement. If and to the extent that we enter into an Agreement with you that requires a signature, Parties agree to the use of electronic signatures and shall be bound by these electronic signatures.
13.9 Anti-Corruption and International Trade Laws
Each Party will comply with all anti-corruption, anti-money laundering, sanctions, export controls, and other international trade laws, regulations, and governmental orders (“Trade and Anti-Corruption Laws”), including obtaining all necessary licenses and government approvals. You will promptly notify us in writing of any actual or potential violation of Trade and Anti-Corruption Laws in connection with your use of the Services and take all appropriate actions to remedy or resolve such violations, including any actions requested by us.
13.10 Force Majeure
Except for the payment of Fees, each Party shall be excused from any failure or delay to the extent caused by force majeure events (unavoidable events beyond its reasonable control). These events are limited to:
- An act of God; or
- War, riot, insurrection, vandalism, or sabotage; or
- Strike, lockout, ban, limitation of work, or other industrial disturbance; or
- Application of a Law, Rule, or Regulation of any government or governmental agency and executive or administrative order or act of general or particular application.
The Affected Party must notify the other Party as soon as practical of any anticipated delay or failure caused by an event referred to earlier in this clause.
The performance of the Affected Party’s obligation is suspended for the period of delay caused by the Event.
If a delay or failure to perform the obligations due to a force majeure event continues for more than three (3) months, the Party not in default shall have the right to terminate this Agreement. Neither Party shall have liability to the other in respect of the termination of the Agreement as a result of a force majeure event.
All Parties will take reasonable actions to minimize the consequences of these events.
13.11 Sanctioned parties
a Party will be excused from future performance under this Agreement if:
(a) the other Party becomes, directly or indirectly, subject to sanctions or restrictive measures imposed by competent governmental authorities; or
(b) the performance of any aspect of these Terms would require that Party to engage in a transaction with a person, directly or indirectly, subject to such sanctions or restrictive measures.
14. AUDIT & INFRINGEMENT
14.1 Right to Audit
We have the right to audit your Data Policy Procedures and Systems at any time with no less than 30 calendar days written notice to you, and you will provide all reasonable assistance to help us verify that the rights and obligations as described in this Agreement are honored.
In case any infringements occur, You will notify us immediately in writing of any actual, suspected, or anticipated infringement of our Intellectual Property Rights that comes to your attention. If requested by us, You cooperate fully with us to stop any infringement. Notwithstanding any other provision in this Agreement, we shall be entitled to deploy an investigation team during the Term of this Agreement to ensure that You are abiding by all its obligations under this Agreement. In case You fail or refuse to cooperate and facilitate such inspection, We shall be entitled to terminate this Agreement.
14.3 Infringement Proceedings
Upon our request, You will provide full assistance in any infringement proceedings. The cost and expense of any proceedings that we may institute for any infringement or alleged infringement shall be paid for entirely by us unless such infringements are caused by You, in which case You shall bear the costs and expenses of such infringement proceedings. Any recovery from infringement proceedings is our property. You will not bring legal proceedings for and on behalf of us concerning any infringement of our Intellectual Property Rights without our prior consent in writing.
15. DISPUTE RESOLUTION, LANGUAGE AND GOVERNING LAW
15.1 Amicable settlement
In case a dispute arises between the Parties from or relating to this Agreement, the Parties, within ten (10) business days as of serving a written notice by any of the Parties to the other one, shall hold a meeting at the head office of the either Party in an attempt to settle such dispute.
If parties cannot reach an amicable settlement of the dispute as per the arrangement of article 15.1, they shall first seek settlement of their dispute through mediation. This mediation shall follow the Mediation Rules of the London Centre for International Arbitration Centre (DIFC LCIA), which Rules are deemed to be incorporated by reference into this clause.
If the dispute is not settled by mediation within  business days of the commencement of the mediation, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the Arbitration Rules of the International Arbitration Centre (DIFC-LCIA), which Rules are deemed to be incorporated by reference into this clause. In any arbitration commenced pursuant to this clause, the number of arbitrators shall be one.
The seat or legal place of arbitration shall be the premises of the nearest International Arbitration Centre, DIFC-LCIA.
The language to be used in the mediation and arbitration shall be English.
15.6 Governing law
The contract’s governing law shall be the law of England and Wales, as practiced by the International Arbitration Centre (DIFC LCIA).
16. CHANGES TO THESE TERMS
16.1 Notification of material changes
From time to time, we may update these Terms. If we make material changes, we will notify you by posting an announcement on our website or by sending you an in-application notice or email.
16.2 Extend of changes
Any changes to these Terms shall not materially diminish the Service’s protections, features, and functionality.
16.3 Effective date for changes
To the greatest extent permitted by applicable law, the new Terms take immediate effect, and your continued use of the Services following our posting or notice of the changes constitutes your acceptance of the updated Terms. If applicable law requires us to give additional notice regarding some or all of our Services, the changes automatically take effect upon the expiry of such notice period (unless you terminate during that period) or upon your earlier Agreement to such changes.
16.4 Non-acceptance of changes
If you have a right under applicable law to terminate this Agreement upon receipt of such notice, you shall not be charged a fee for early termination. Notwithstanding the previous sentence, any fees previously paid by you are non-refundable, and all fees you owe us continue to remain due and payable.