General Terms
DriveX SmartScan SaaS
Machine Vision & Learning for Vehicle Verification
DriveX provides SaaS cloud-based system with web interface that allows to collect, store and analyse vehicle related data.
- Definitions
1.1. Account – the central means of access to the Services and the DriveX SmartScan Application.
1.2. Customer – an entity subscribed to the Services based on the Subscription Plan, and the Special Terms, if any.
1.3. Agreement – the legally binding contract between the Customer and DriveX for using the Services consisting of these General Terms, including the Service Level Agreement, Data Processing Agreement, and the Special Terms, if any.
1.4. DriveX – DriveX Technologies OÜ, a limited liability company (registry code 14874493, address Staapli tn 3-92, 10415 Tallinn, Estonia) (“DriveX“) that offers the Services.
1.5. DriveX SmartScan Application – web interface or software integrated to the Customer’s system for using the Servives.
1.6. End User – the individual whose data, including Vehicle Images, is aggregated by the Customer or DriveX during the use of the Services.
1.7. General Terms – all of the terms and conditions contained herein and all other operating rules, policies, established good practice, guidelines, and procedures that may be published from time to time by DriveX or otherwise made available on or through the Services, as well as any of their future modifications.
1.8. Price List – prices of different subscription plans and any other services (e.g. Customer branding/software integration and custom software development) that DriveX may provide to the Customer upon request and/or on the basis of a separate agreement.
1.9. Services – software as a service provided or made available by DriveX with functionalities described in the Service Level Agreement.
1.10. Special Terms – special terms and conditions agreed between DriveX and the Customer, if any.
1.11. Subscription Plan – pricing model and service functionality selected by the Customer.
1.12. Vehicle Images – images captured of the End User’s vehicle via the DriveX SmartScan Application, which may include images of the vehicle, vehicle’s VIN code, dashboard and/or windscreen. - Conditions of use
2.1. Subject to all limitations and restrictions contained herein, DriveX grants the Customer a non-exclusive and non-transferable subscription right to access and use the Services as hosted by DriveX in accordance with the General Terms, including the Service Level Agreement, and the Special Terms, if any.
2.2. The Customer understands and agrees that DriveX uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage and related technology required to run the Services.
2.3. The Customer hereby represents and warrants that all the End User’s personal data has been obtained lawfully, is compliant with data protection and electronic communications laws and the Customer has appropriate legal basis to process personal data.
2.4. The Customer may not sell, modify, re-use, re-sell, distribute, reproduce or make any other use of the Services unless agreed upon differently between the Parties.
2.5. The Customer may not reverse engineer, decompile or disassemble the Services or modify another website so as to falsely imply that it is associated with the Services.
2.6. No ownership or exclusive copyrights to the Services are granted to the Customer through the Customer’s use of the Services.
2.7. The Customer’s use of the Services is entirely at the Customer’s own risk, for which DriveX shall not be liable. The Customer is responsible for ensuring that any products, services or information available through the Services meet the Customer’s specific requirements.
2.8. The Customer owns all right, title and interest in and to End User’s data provided to DriveX by the Customer, subject to DriveX’s rights as set forth below. The Customer grants DriveX the right to use, reproduce, modify and distribute End User’s data as necessary or appropriate to transmit, store, encrypt, calculate, and analyse the End User’s data, create and distribute reports, and to provide, modify and improve the Services. DriveX shall own all database rights to anonymised data, including any calculations, functions, features, or other modifications of the End User’s data.
2.9. The Customer acknowledges that the End User’s copyrights to the Vehicle Images shall be licensed directly to DriveX on the basis of licence terms made available on DriveX’s website. The main aim of such license model is the provision of the Services by DriveX to the Customer, in particular to transmit, store, encrypt, calculate, and analyse the Vehicle Images, create and distribute reports regarding the Vehicle Images, and to provide, modify and improve the Services, and the provision of the Customer’s services to the End User. DriveX shall own all database rights to the respective Vehicle Images and metadata, including any modifications thereof. DriveX grants a sub-licence to the Customer in the extent described in the above referred licence terms.
2.10. The Customer grants DriveX the right to display the Customer’s name and/or trademark in DriveX’s sale and marketing materials, with prior consent of the Customer.
2.11. The Customer understands that DriveX reserves the right to suspend the Customer’s access to the Services if the Customer is in delay with payment of an invoice for more than 30 (thirty) calendar days. - Account
3.1. The Customer shall retain ultimate administrative control over their Account. The End Users can access the DriveX SmartScan Application for capturing the Vehicle Images via a link to be sent to the End User via e-mail or SMS.
3.2. The Customer is responsible for keeping the Account secure while using the Services. The Customer is responsible for all End User’s data uploaded and activity that occurs under the Account. The Customer is responsible for maintaining the security of the Account and password. DriveX cannot and will not be liable for any loss or damage from the Customer’s failure to comply with this obligation. The Customer will promptly notify DriveX if the Customer becomes aware of any unauthorised use of, or access to, the Services through the Account, including any unauthorised use of the password or the Account. - Data protection
4.1. The privacy notice published on the website of DriveX explains how DriveX as a controller collects or otherwise processes personal data and how the data subjects’ rights can be exercised. For the processing of personal data for which the Customer is a controller, the Data Processing Agreement annexed to the Agreement shall apply. - Confidentiality
5.1. The parties shall maintain and keep confidential and shall not disclose directly or indirectly to any third party the other party’s Confidential Information (as defined below) and shall prevent the third parties’ access to such information (hereinafter Confidentiality Obligation). The Confidentiality Obligation includes the prohibition to use the confidential information for any other purposes than the provision and receipt of the Services and other services agreed between the parties. The Confidential Information shall mean all information (including oral and visual information, information recorded in writing or electronically, or in any other medium or by any other method) related to a party or to a company belonging to the same group with that party (hereinafter a party and companies belonging to the same group Group Company), inter alia, including:
5.1.1. the Agreement and any other internal regulations and/or documents of any of the Group Companies;
5.1.2. all the data and documentation related to the businesses and clients of the Group Company, including client information and databases, financial information, any information about the methods of cost estimation, volumes of any of the Group Company’s purchase or sales activities, market shares, business partners, marketing plans, cost and price structuring, sales strategies, development of the services, information about commercial and other agreements (including the economic situation, accounting information, structure, internal administration and data about the shareholders), information affecting the work of management bodies, business plans, budgets, etc;
5.1.3. IT systems and software belonging to or licensed by the Group Companies; usernames and passwords issued or generated for the use of such IT systems or software;
5.1.4. any other information about the business activities of the Group Companies, the disclosure of which may affect any of the Group Companies in a negative manner or any information which a party might reasonably expect that a Group Company would regard as confidential.
5.2. In case of any reasonable doubt, whether the particular information shall be treated as confidential and whether and to what extent it might be disclosed to third parties, the parties shall consider such information as Confidential Information.
5.3. The relevant Group Company remains the owner of the Confidential Information, regardless of any disclosure of the same. A disclosing party may at any time request that the receiving party returns any media containing Confidential Information.
5.4. The Confidentiality Obligation shall remain effective for an indefinite term after the termination of the Agreement due to whatever reason. - Intellectual Property rights
6.1. Intellectual property generally includes inventions, designs, processes, formulae, databases, algorithms, improvements, know-how, logos, marks, plans, models, mask designs and graphic displays, photographs, digital and other artworks, all copyright works, and in relation to the software particularly and without limitation, the source code and architecture of the software and trade secrets including details of performance or design of the software or any part of the software.
6.2. All intellectual property rights to the components of the Services, any upgrade of the software and in all additions, corrections, and improvements thereto, and in any other proprietary software made available by DriveX to the Customer will at all times remain the property of DriveX. The intellectual property rights in all software developments (APIs, applications, algorithms, methods etc) done by DriveX for the Customer will remain with DriveX. The parties acknowledge that the Customer shall not receive any intellectual property rights to the components of the Services. - Payment
7.1. The fees applicable to the provision of the Services and other services that may be provided to the Customer upon request and/or on the basis of a separate agreement are described in the Price List.
7.2. DriveX shall provide the Services to the Customer and the Customer shall pay for the provision of the Services in accordance with the Subscription Plan selected by the Customer. The fee of the selected Subscription Plan does not include the fees applicable to the provision of other services by DriveX (e.g. Customer branding/software integration and custom software development) unless DriveX and the Customer have explicitly agreed otherwise in a format that can be reproduced in writing. If additional costs need to be incurred by DriveX for the provision of the Services, DriveX shall notify the Customer before incurring such costs and the distribution of such costs shall be agreed between DriveX and the Customer separately in a format that can be reproduced in writing.
7.3. If the Customer agrees to a Subscription Plan then the respective fee indicated in the Price List shall be applicable for the duration of the Agreement term, if the Agreement is entered into for a fixed period. If the Agreement is entered into for an unspecified period, then the fee of the selected Subscription Plan may change in the course of the Agreement as DriveX is entitled to change the Price List unilaterally by notifying the Customer thereof 3 (three) calendar months in advance. If the Customer continues to use the Services, the Customer is deemed to have accepted the new Price List.
7.4. Value added tax is added to the fees, if applicable.
7.5. Depending on the selected Subscription Plan and other services provided to the Customer, DriveX invoices the Customer on a monthly basis for the Services and/or other services used by the Customer in the preceding month, unless DriveX and the Customer have explicitly agreed otherwise in a format reproducible in writing. There will be no refunds or credits for partial volumes and/or months or refunds for volumes and/or months unused with an open Account. Invoice shall be sent to the e-mail address indicated by the Customer and the payment term is 7 (seven) calendar days from the date of the invoice unless a different payment term is indicated on the invoice or unless DriveX and the Customer have explicitly agreed otherwise in a format that can be reproduced in writing.
7.6. If the Customer wishes to change the selected Subscription Plan, it shall notify DriveX thereof in a format that can be reproduced in writing and such changes will take effect as of the following month and DriveX shall invoice the Customer accordingly at the next billing date, unless DriveX and the Customer have explicitly agreed otherwise in a format that can be reproduced in writing. Downgrading the Subscription Plan may cause loss of features or capacity of the Account and DriveX does not accept any liability for such loss.
7.7. If the Customer has used up or if based on the Customer’s usage it is likely that the Customer will use up the monthly capacity of the Account available under the selected Subscription Plan, DriveX shall notify the Customer thereof and will upgrade the Subscription Plan selected by the Customer to the next level subscription plan and will invoice the Customer accordingly at the next billing date or, if the Customer has prepaid for the Subscription Plan, will issue an additional invoice. The Customer’s continued use of the Services constitutes agreement to the upgrade and higher applicable fee. - Disclaimer of Warranties
8.1. DriveX provides the Services on an “as is” and “as available” basis, without warranty of any kind. Without limiting this, DriveX expressly disclaims all warranties, whether express, implied or statutory, regarding the Services, including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
8.2. DriveX endeavours to ensure the continuous and uninterrupted operation of the Services pursuant to the Service Level Agreement. However, DriveX does not warrant that the Services will meet the Customer’s requirements; that the Services will be uninterrupted, timely, secure, or error-free; that the information provided or obtained through the use of Services is accurate, reliable or correct; that any defects or errors will be corrected; that the Services will be available at any particular time or location; or that the Services are free of viruses or other harmful components. The Customer assumes full responsibility and risk of loss resulting from the Customer’s use of the Services. - Limitation of Liability
9.1. All claims related to the performance of the Agreement must be submitted to the other party without undue delay in a format that can be reproduced in writing.
9.2. A party has the right to demand compensation from the other party for damage caused by for breach or non-performance of their obligations under the Agreement, unless these General Terms provide otherwise or unless the parties have explicitly agreed otherwise in a format that can be reproduced in writing.
9.3. The Customer understands and agrees that DriveX will not be liable to the Customer or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from
9.3.1. the Customer’s use or inability to use the Services;
9.3.2. the End User’s use or inability to use the DriveX SmartScan Application;
9.3.3. any modification, price change, suspension or discontinuance of the Services;
9.3.4. the Services generally or the software or systems that make the Services available;
9.3.5. unauthorised access to or alterations of the Customer’s transmissions or data;
9.3.6. any other matter relating to the Services.
9.4. DriveX’s liability is limited whether or not DriveX has been informed of the possibility of such damages and even if a remedy set forth in the Agreement is found to have failed its essential purpose. DriveX will have no liability for any failure or delay due to matters beyond DriveX’s reasonable control. However, the maximum liability of DriveX is limited to the amount that is equal to the amount the Customer paid to DriveX during the previous three months from the occurrence of the event that resulted in DriveX’s liability.
9.5. The parties shall not be liable for breach or non-performance of their obligations under the Agreement if it has been caused by force majeure. If the effect of force majeure is temporary, non-performance is excused only for the period during which force majeure impeded the performance of the obligation. Force majeure events are unforeseeable circumstances which the party having violated the obligation is unable to control and the prevention of which by the same cannot be expected proceeding from the principle of reasonableness. Examples of force majeure include but are not limited to severe acts of nature, war, riot, acts of terrorism, epidemics, pandemics, the activities of public authorities (e.g. the state, local government) and other circumstance independent of the parties (e.g. strike, general failure of the computer system, failure of communications lines or power failure, denial-of-service attack). - Release and Indemnification
10.1. The Customer indemnifies, defends, and holds DriveX harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of the Customer’s use of the Services, including but not limited to the Customer’s violation of the Agreement, provided that DriveX (1) promptly gives the Customer written notice of the claim, demand, suit or proceeding; (2) gives the Customer sole control of the defence and settlement of the claim, demand, suit or proceeding (provided that the Customer may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases DriveX of all liability); and (3) provides to the Customer all reasonable assistance, at the Customer’s expense. - Term and termination
11.1. The Services are provided during the Agreement term stipulated in the Subscription Plan or Special Terms, if any.
11.2. If the Agreement is entered into for an unspecified term, either party may cancel the Agreement at any time by notifying the other party 2 (two) months in advance in a format that can be reproduced in writing.
11.3. A Party may cancel the Agreement without advance notice if:
11.3.1. application has been submitted for initiating the other party’s bankruptcy or liquidation proceedings or the other party is declared bankrupt or liquidated;
11.3.2. the other party has committed a material breach of the Agreement;
11.4. the other party has committed a breach of the Agreement and fails to remedy the breach in 30 (thirty) calendar days or refuses to remedy the breach.
11.5. Termination of the Agreement does not release the parties from their outstanding obligations arising from the Agreement and does not affect the rights or remedies of a party arising out of breach of the Agreement. - Miscellaneous
12.1. The Agreement between the Customer and DriveX and any access to or use of the Services, is governed by the laws of the Republic of Estonia, except the conflict of laws rule. All disputes arising from the Agreement or the use of Services shall be settled via negotiations. If an amicable settlement cannot be reached, the dispute shall be finally settled in accordance with the laws of the Republic of Estonia in Harju County Court in Tallinn.
12.2. The Customer may not assign or delegate any rights or obligations under the Agreement without DriveX’s prior written consent and any unauthorised assignment and delegation by the Customer is void.
12.3. All provisions of the Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, confidentiality obligations, warranty disclaimers, indemnity and limitations of liability.
12.4. DriveX communicates with the Customer in an electronic form via the contact person and/or email address the Customer has submitted. Urgent informational messages may be communicated by phone but shall be repreated via e-mail latest on the next working day. The Customer agrees that all agreements, notices, disclosures, and other communications that DriveX provides to the Customer electronically satisfy any legal requirement that those communications would satisfy if they were on paper. The Customer undertakes to notify DriveX immediately of a change in the submitted contact details.
12.5. If any provision of the Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Any failure on the part of DriveX to enforce any provision of the Agreement will not be considered a waiver of DriveX’s right to enforce such provision. - Changes to these General Terms
13.1. DriveX reserves the right, at its sole discretion, to amend these General Terms at any time and will update these General Terms in the event of any such amendments. DriveX will notify the Customer of minor changes to the General Terms at least 30 calendar days prior to the change taking effect by notifying the Customer via email. For material modifications, the Parties shall enter into negotiations. For the avoidance of doubt, the modifications to the functionality of the Services will not be deemed as material changes.
13.2. DriveX reserves the right at any time and from time to time to modify or discontinue temporarily the Services (or any part of it) in accordance with the Service Level Agreement.
