PUBLICATION DATE: June 19, 2018
The terms and conditions set forth by this Agreement regulate the use and access of the DriveMeTo website, app and associated software (collectively the “Services”) of and provided by Henxapp Ltd, with registered office in England under the n. 10974050 (hereinafter “HENXAPP or Supplier”).
We may, from time to time, modify these terms and conditions and/or the Privacy Policies. Any such modification will be effective immediately upon posting the modified versions on the App and/or Website.
By accessing and using the Services following the date of posting of the modified version you will be considered as having accepted the modified versions.
“Acceptance Date” means the date on which the Supplier accepts the Registration Form from the Customer for subscription services.
“App” means DriveMeTo, that is a digital card which returns worldwide the user the address of the place to go, both in local and native languages.
“Customer” means the user of the Services.
“Customer Data” means all digital and electronic data or information submitted by Customer to the Supplier.
“Effective Date” means the date of activation of the Services from Customer by accepting this Agreement
“Free service” means the basic access and use of the Website and App that returns worldwide the user the address of the place to go, both in local and native languages.
“Laws” means any and all applicable laws, treaties, conventions, directives, regulations, ordinances and judicial decisions in courts and tribunals of competent jurisdiction that relate to the App or a Party, including any subsequent amendments, modifications and revisions thereto, or subsequent versions thereof.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code files, scripts, agents or programs.
“Party or Parties” means Customer or Supplier or both collectively.
“Personal Data” means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person; “Registration Form” is the form that the Customer has to fill in to obtain the Services
“Premium Services” means further services for the App in addition to the Free Services, such as save the favourite and latest locations, connect with UBER or other similar services.
“Services” means the Free services and the Premium Services together considered.
“Software License” means a world-wide, non exclusive license to use: (1) the App Software ordered by Customer, including free and open source software and any third-party or other software; and (2) all new versions, updates, revisions, enhancements, improvements and modifications of the foregoing, that the Supplier provides remote access to and use of as part of the Services.
“Term” has the meaning set forth in Section 8.
“Website” means the website https://drive-me-to.com/.
2. SERVICES AND RESPONSABILITIES
Throughout the Term and at all times in connection with its actual or required performance under this Agreement, the Supplier shall, in accordance with all terms and conditions set forth in this Agreement: i) grant the use of the App; ii) provide to Customer the following Services:
a. the Free Services provide to Customer, worldwide, the address of the place he wants to go, both in local and native languages; and
b. the Premium Services, if bought by the Customer, which consist of the possibility to memorize the favourite and the latest locations, connect to UBER or other similar services in order to easily reach the location; or any other services which may be added from Supplier; and
c. the hosting and the management of the software of the App and other services for remote electronic access and use by the Customer as described in the Registration Form specifically referencing this Agreement; and
d. the service maintenance and support of the App for the profitable use of it by the Customer; and
e. such other services as may be specified from time to time.
HENXAPP shall provide to Customer the profitable use of the App except in the case of services specifically indicated to be unsupported. HENXAPP will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for planned downtime, which will be communicated to Customer prior to such downtime or any unavailability caused by circumstances beyond HENXAPP’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems, or Internet service provider failures or delays. HENXAPP will provide the Services in accordance with applicable Laws. The Supplier reserves the right, in its sole discretion, to automatically apply certain upgrades or updates to the App.
The App may require obtaining updates or upgrades from time to time. Because use of the Services involves hardware, software, and Internet access, the Customer ability to use such Services may be affected by the performance of these factors. High speed Internet access is recommended. The Customer acknowledges and agrees that such system requirements, which may be changed from time to time, are his/her responsibility.
Customer obligations. Customer shall (i) be responsible for the compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Customer Data used in the Website or App, (iii) use reasonable efforts to prevent unauthorized access to or use of the Services, and promptly notify the Supplier of any such unauthorized access or use, and (iv) use the Services only in accordance with the Laws. Customer shall not (a) sub-license the App or make the Services available to anyone other than the Customer, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libellous or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.
If Customer is in breach of this Agreement, which breach is not cured within thirty (30) days of notice of such breach provided by the Supplier to Customer, HENXAPP may, without limiting its other rights and remedies, suspend Customer’s access to the App upon notice to Customer and HENXAPP shall have no liability to Customer with respect to any such suspension.
When the Customer registers to use the Services, he/she may provide Personal Data. If so, the Customer agrees to provide true, accurate and complete information about himself/herself, and to update the information when it changes. If the Customer provides any information that is untrue or inaccurate, not current or incomplete, or if HENXAPP suspects that information is untrue, inaccurate or incomplete, then HENXAPP may, in its sole discretion, suspend, terminate or refuse future access to the Customer in these Services. HENXAPP shall process Personal Data in accordance with the Privacy and Cookie Policies.
4. PROPRIETARY RIGHTS
Reservation of rights. Subject to the limited rights expressly granted hereunder, the Supplier reserves all rights, title and interest in and to the App, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
Restrictions. Customer shall not (i) permit any third party to access the App, (ii) create derivative works based on the App, (iii) copy, frame or mirror any part or content of the App, other than copying or framing on Customer’s own intranets or otherwise for its own internal business purposes, (iv) access the App in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services, (vi) remove or destroy any copyright notices or other proprietary markings.
Ownership of Customer Data. Customer exclusively owns and will continue to own all rights, title and interest in and to all Customer Data.
Suggestions. HENXAPP shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the App any suggestions, enhancement requests, recommendations or other feedback provided by Customer, relating to the operation of the App.
Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall include Customer Data, software of the App, Services, this Agreement, technology and technical information, product plans and designs disclosed by such Party. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither Party shall disclose the terms of this Agreement to any third party other than its Affiliates and their legal counsel and accountants without the other Party’s prior written consent.
Compelled Disclosure.The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by Law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
Return of Customer Data. Any and all data and information supplied by Customer to HENXAPP, including any information regarding Customer Data gathered by the Supplier in connection with the performance of the services shall remain the property of Customer. HENXAPP could make copies of Customer Data to the extent reasonably necessary to perform services required hereunder and to trace the profiles of the Customers. The Supplier shall have no obligation to maintain or provide any of such Customer Data and shall thereafter, unless legally prohibited, delete all of such Customer Data in its systems or otherwise in its possession or under its control.
HENXAPP MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR COURSE OF PERFORMANCE, AND HENXAPP HEREBY DISCLAIMS THE SAME. WITHOUT LIMITING THE FOREGOING, HENXAPP DISCLAIMS ANY WARRANTY THAT THE SERVICES MEET CUSTOMER’S REQUIREMENTS OR THAT SERVICES WILL BE PROVIDED OR OPERATE UNINTERRUPTED OR ERROR-FREE.
7. MUTUAL INDEMNIFICATION
HENXAPP indemnification. HENXAPP shall, at its own expense, indemnify, defend and hold Customer harmless from any claim, demand, cause of action, debt, liability or suit (i) alleging that the App and/or Services as delivered by it infringe any registered UK copyright, or that the Supplier has knowingly misappropriated any trade secret or other intellectual property right of any other entity, including any losses, damages or expenses arising from any such claim or suit, or (ii) arising out of or relating to any breach of this Agreement by the Supplier or any wrongful act or omission or violation of Laws by the Supplier in connection with this Agreement. Customer shall provide the Supplier with authority to proceed as contemplated herein and reasonable assistance to settle and/or defend any such claim or suit.
Customer indemnification. Customer shall, at its own expense, indemnify, defend and hold HENXAPP harmless from any claim, demand, cause of action, debt, liability, allegation or suit arising out of or relating to the misuse or misappropriation of, or any use in violation of this Agreement, of the App and/or of the Services, including any losses, damages or expenses arising from any such claim or suit. HENXAPP agrees to cooperate with Customer in the defence or settlement of any such claim or suit, provided that HENXAPP shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation requested by Customer.
Customer agrees to indemnify, defend, and hold harmless HENXAPP, its directors, officers, employees and agents, and defend any action brought against the same with respect to any claim, demand, cause of action, debt, liability, allegation or suit including without limitation, reasonable legal fees, to the extent that such action is based upon a claim that any of the Customer data to be provided by Customer hereunder infringes or violates any rights of third parties, including without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.
Exclusive Remedy. This mutual indemnification section states the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other Party for any type of claim described in this Section.
Exclusion of Liability: (i) Neither the Supplier, its Affiliates nor any licensors of the foregoing make any warranty that access the App will be uninterrupted, secure, complete or error free. Supplier shall not be liable in contract, tort, delict or otherwise for any loss of whatsoever kind howsoever arising suffered in connection with the App; (ii) the Supplier shall not be liable in contract, tort, delict or otherwise for any loss of revenue, business, anticipated savings or profits, loss of goodwill or data or for any indirect or consequential loss whatsoever, howsoever arising suffered in connection with the App.
(iii) In no event shall Supplier, its Affiliates and/or the licensors of the foregoing be liable to Customer for any claim(s) relating in any way to: Customer’s inability or failure to perform legal or other research related work or to perform such legal or other research or related work properly or completely, even if assisted by Supplier, its Affiliates and/or licensors of the foregoing or any decision made or action taken by Customer in reliance on the App; or any lost profits (whether direct or indirect) or any consequential, exemplary, incidental, indirect or special damages relating in whole or in part to Customers’ rights under this Agreement or use of or inability to use the App even if Suppliers, its Affiliates and/or licensors of the foregoing have been advised of the possibility of such damages; (iv) Supplier will have no liability whatsoever for any liability of Customer to any third party which might arise.
(v) Customer shall accept sole responsibility for and Supplier shall not be liable for the use of the App by Customer, or any User and Customer shall hold Supplier harmless and fully indemnified against any claims, costs, damages, loss and liabilities arising out of any such use. (vi) Nothing in this Agreement confers or purports to confer on any third party any benefit or any right to enforce any term of this Agreement.
8. TERM AND TERMINATION
This Agreement commences on the Effective Date and continues until the Customer uses the App in accordance with this Agreement.
The Customer may cancel his subscription at any time. If the Customer cancels, he will not be billed for any additional terms of service and service will continue until the end of the current subscription term. If the Customer cancels, he will not receive a refund for any service already paid for.
HENXAPP may, in its sole discretion, terminate Customer’s password, account (or any part thereof) or access to the App, or remove and discard any communication transmitted by the Customer, or information stored, sent, or received via the App without prior notice and for any reason, including, but not limited to: (i) concurrent access of the App with identical user identification numbers, (ii) permitting another person or entity to use his/her user identification name to access the App, (iii) any other access or use of the App except as expressly provided in these Agreement, (iv) any violation of the terms and conditions of these Agreement or the rules and regulations relating to the use of, the software and/or data files contained in, or accessed through, the App, (v) tampering with or alteration of any of the software and/or data files contained in, or accessed through, the App, or (vi) failure to use the App or portion thereof on a regular basis.
9. PAYMENT PROVISIONS
Payment for the Premium Services must be made by the Customer on the activation of them and the Supplier will not grant the use of those Services unless and until the Customer has paid for them in full.
10. PRIVACY AND COOKIE POLICES.
Notices. Any notice given to a Party under or in connection with this Agreement shall be in writing by email.
Waiver. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Remedies. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
Severance. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal or enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
Governing Law and competent jurisdiction. This Agreement and all matters arising out of it shall in all respects be governed by the laws of England and Wales and shall be subject to the exclusive jurisdiction of the English courts. However nothing in this clause shall exclude or limit applicable mandatory local law relating to Customer. Should any provision of this Agreement be held to be void, invalid, unenforceable or illegal by a court, the validity and enforceability of the other provisions will not be affected thereby.
Variation. No modifications, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the modification, amendment or waiver is to be asserted.
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