Terms & Conditions

 

PLEASE READ CAREFULLY:

BY CLICKING THE “I AGREE” BUTTON, OR BY ACCESSING OR OTHERWISE USING ANY PART OF  THIS SITE, YOU EXPRESSLY AGREE TO BE BOUND BY, AND STRICTLY ADHERE TO, ALL OF THE TERMS OF THE AGREEMENT (INCLUDING THE ARBITRATION PROVISION). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THE SERVICE.

The Terms and Conditions of Use Agreement (“Agreement” or “Terms”) is entered on today’s date (the “Effective Date”), by and between DRIVE2DATA INC, a Florida corporation with its principal place of business at 66 W Flagler Street, Suite 1002, Miami, Fl 33130 (“Provider” or “DRIVE2DATA” or “We” or “Us”), and you (“Customer” or “You”). Each party is individually referred to in this Agreement as a “Party” and collectively as the “Parties.” These Terms will change over time, in which case we will post the modified Terms on the Site. We may, in our sole discretion, notify you by email or with an announcement posted on the Site if the Terms are altered in a way that materially affects your rights. Your continued use of the Services following a change to these Terms signals your acceptance of the modification(s).We do not sell or share personal data that is uploaded by You in the course of your use of the Services. You maintain ownership of the data you upload for data verification purposes (“Customer Data”). DRIVE2DATA may access or use Customers Data for customer support or troubleshooting purposes, to gather statistics, to improve accuracy, or for increasing our product viability.

 

In consideration of the benefits and obligations exchanged in this Agreement, the Parties agree as follows:

 

  1. Definitions.
  • “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control of a Party.
  • “Agreement” means these Terms and Conditions of Use.
  • “Content” means the information, documents, spreadsheets, and products made available to Customer through the DRIVE2DATA Site.
  • “Customer Data” means any data, information, or material provided by Customer to the DRIVE2DATA Site.
  • “DRIVE2DATA Site” means Provider’s online services accessed via the Site, including the DRIVE2DATA software, and the Content which Customer is being granted access to under this Agreement. The DRIVE2DATA Site includes Provider’s email validation services and toolkit services, as further described below.
  • “Intellectual Property Rights” means patent rights, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and trade secret rights, and all other intellectual property rights, derivatives thereof as well as other forms of protection of a similar nature.
  • “Provider Technology” means all Provider proprietary technology made available to Customer in providing the DRIVE2DATA Site.
  • “Services” means:
    • Emails classification and validation
    • Phone and Mobile number validation
    • People & Companies Classification
    • Autocomplete Full Search
    • Autocomplete District, Town, Address, Zip
    • Search Towns By Polygon
    • Assignment of Territorial Codes
    • Address Normalization
    • Zip Coding
    • Geocoding
    • Georeferencing/Altimetry Attribution
    • Coordinate Assignment
  • “Site” means https://drive2data.com/

 

  1. License Grant & Restrictions. Subject to Customer’s material compliance with this Agreement and payment of all fees and charges related to its use of the DRIVE2DATA Site, Provider hereby grants Customer a revocable, non-exclusive, and non-transferable right to use the DRIVE2DATA Site, solely for its own internal business purposes and use. Customer’s ability to use these DRIVE2DATA’s services will be limited based on Customer’s subscription level, and payment of fees as specified in the Provider’s price list as it may be amended from time to time. The license granted hereunder permits Customer to upload Customer Data to the DRIVE2DATA Site and download files provided to Customer via the DRIVE2DATA Site containing Customer Data.  Customer agrees not to: (i) license, sublicense, sell, resell, transfer, assign, distribute, provide access to, or otherwise make the DRIVE2DATA Site available to any third party; (ii) modify or make derivative works based upon the DRIVE2DATA Site; or (iii) decompile, disassemble, or reverse engineer the DRIVE2DATA Site, or permit or assist any third party to do so. Customer will not: (i) knowingly use the DRIVE2DATA Site or Provider Technology to send unsolicited email, including, without limitation, promotions, or advertisements for products or services; (ii) knowingly send or store infringing, obscene, libelous or otherwise unlawful or tortious material to the DRIVE2DATA Site; (iii) knowingly upload, or otherwise send or store material containing viruses,  Trojan horses, worms, or other harmful computer code, files, or programs to or from the DRIVE2DATA Site; (iv) interfere with or disrupt the integrity or performance of the DRIVE2DATA Site; (v) attempt to gain unauthorized access to the DRIVE2DATA Site or its systems or networks; or (vi) use the DRIVE2DATA Site in violation of applicable laws.

 

  1. Customer Responsibilities. Customer is responsible for all activity occurring under Customer’s account, including its right to use the Customer Data and submit the same through the DRIVE2DATA Site, and will abide by all applicable laws, treaties and regulations in connection with its use of the DRIVE2DATA Site. Customer accepts full responsibility for its use of the DRIVE2DATA Site and any results obtained from such use, including but not limited to any actions taken with its Customer Data after use of the DRIVE2DATA Site. When you create an account with us, you represent that you are at least 18 years old, and that the information you provide to us in connection with your account is accurate, complete, and current at all times. Providing inaccurate, incomplete, or obsolete information may result in the immediate termination of your account. You agree that you are responsible for, and agree to abide by, all laws, rules and regulations applicable to your use of the Services, your use of any tool, product or service offered on the Site, and any transaction you enter into through the Site or in connection with the Site.
  2. Customer Data. Provider does not own any Customer Data. Customer Data is Customer’s proprietary and confidential information (“Confidential Information” as further defined below) and will not be accessed, used or disclosed by Provider except for the limited purposes expressly noted herein. Provider may use Customer Data to provide the DRIVE2DATA Site and to support Customer’s use of the DRIVE2DATA Site. Provider will not store results generated through the DRIVE2DATA Site. Customer has sole responsibility for the accuracy, legality, reliability, and intellectual property ownership in the Customer Data. Customer Data uploaded by Customer to Provider via the DRIVE2DATA Site, the Site, or otherwise submitted to Provider in conjunction with the DRIVE2DATA Site, including but not limited to CSV or TXT files, may be stored by Provider encrypted with a password for a period of up to ____ (___) days, after which all data shall be deleted permanently. Notwithstanding the foregoing, Customer shall have and retain sole ownership of any and all Customer Data. Customer has the option to manually delete all Customer Data at any time through the Customer dashboard. Furthermore, Provider shall maintain all data, if any, in accordance with its Privacy Policy.
  3. Use of Identifying Information. Customer consents to being identified by Provider as a customer on the Site and on any of Provider’s promotional material. Customer further consents to Provider’s use of its logo for such limited purposes.
  4. Intellectual Property Ownership.  Provider owns all right, title and interest, including all related Intellectual Property Rights, in and to the Provider Technology, Content, and the DRIVE2DATA Site. Provider expressly reserves all right, title, and interest in and to the Provider Technology, Content, and the DRIVE2DATA Site, including, without limitation, any derivatives, improvements, enhancements or extensions conceived, reduced to practice or otherwise developed by Provider, together with any Intellectual Property Rights, or federal or state rights, pertaining thereto. Provider also expressly reserves any and all rights not expressly and explicitly granted in this Agreement, including, but not limited to, its right to license the Provider Technology, Content, and DRIVE2DATA Site. This Agreement is not a sale and does not convey any rights of ownership in the DRIVE2DATA Site. Customer’s rights hereunder are strictly limited as set forth herein. Customer acquires no right, title, or interest therein other than the right to use the DRIVE2DATA Site in accordance with this Agreement.
  5. Confidentiality. Customer acknowledges that the Provider Technology, Content, and the DRIVE2DATA Site contain valuable trade secrets and confidential information (“Confidential Information”) of Provider, including but not limited to, the architecture and functionality of such Provider Technology, Content, and the DRIVE2DATA Site; and the appearance, organization, design, content, and flow of the DRIVE2DATA Site. Customer agrees not to share, disclose or transfer, and not to permit a third party to share, disclose or transfer any of Provider’s Confidential Information. The Parties will use reasonable diligence and in no event less than the degree of care which the Parties will use in respect to their Confidential Information to prevent the unauthorized disclosure, reproduction or distribution of such Confidential Information to any other individual, corporation or entity. Such Confidential Information will exclude: (a) information that is already in the public domain; (b) information already known to the receiving Party, as of the date of the disclosure, unless the receiving Party agreed to keep such information in confidence at the time of its original receipt; (c) information hereafter obtained by the Receiving party, from a source not otherwise under an obligation of confidentiality with the disclosing Party; (d) information independently developed without any reference to Confidential Information; and (e) information that the receiving Party is obligated to produce under order of a court of competent jurisdiction, provided that the receiving Party promptly notifies the disclosing Party of such an event so that the disclosing Party may seek an appropriate protective order.
  6. Privacy. Provider’s Privacy Policy is available at https://drive2data.com/privacy-policy/. Provider may modify its Privacy Policy in its reasonable discretion from time to time, without any notice to Customer.
  7. Charges and Payment of Fees.
  8. Payment fees. Customer is responsible for payment of all fees and charges in accordance with the pricing terms shown on https://drive2data.com/privacy-policy/.

 

  1. Payment terms. Unless other payment fees are agreed upon by the Parties, DRIVE2DATA may change the fees for the DRIVE2DATA Site at any time and from time to time, effective immediately upon Customer’s receipt of notice of such fee change; provided, that, such fee changes will only be effective as to usage of the DRIVE2DATA Site that occurs after the effective date of the relevant fee change. Unless otherwise stated, all fees are stated in U.S. Dollars. Customer will pay Provider in advance for use of the DRIVE2DATA Site, by purchasing credits, unless other terms are agreed upon by the Parties. All sales/prepayments for credits made to DRIVE2DATA are final and non-refundable. Where credits are issued to Customer and not prepaid by Customer in advance, if payment is not made within thirty (30) days following issuance of the credits: (a) any unused credits will be deactivated until payment is received, and b) interest will accrue on the owed payment on a monthly basis at the lesser of 1.5% per month, or the maximum allowable interest rate. By providing any credit card information, Customer represents that it is authorized to use the card and authorizes Provider to charge the card for any fees. By submitting payment information, Customer authorizes Provider to provide that information to third parties for purposes of facilitating payment for the DRIVE2DATA Site. Customer agrees to verify any information requested by Provider for purposes of acknowledging or completing any payment. All credit/charge card payments are subject to authorization by the card issuer. If Customer’s payment is not authorized, Provider will cancel the order (and notify you that we have done so). With the exception of special offers, access to the DRIVE2DATA Site, or Services on the DRIVE2DATA Site, will only be made available to Customer upon purchase of credits and acceptance of the Terms.
  2. Termination. A Party may immediately terminate this Agreement for any reason or no reason at all. Customer may terminate this Agreement at any time by discontinuing its use of the DRIVE2DATA Site. Any breach of Customer’s payment obligations or unauthorized use of the DRIVE2DATA Site will be deemed a material breach of this Agreement. Provider may terminate this Agreement, Customer’s account, or Customer’s use of the DRIVE2DATA Site if Provider determines, in its sole discretion, that Customer has materially breached this Agreement or otherwise failed to comply with this Agreement. In the event of such termination, Customer will not be entitled to any refund whatsoever and any remaining credits will be forfeited.

 

  1. Representations & Warranties. When You create an account with Us, you represent that You are at least 18 years old, and that the information you provide to Us in connection with your account is accurate, complete, and current at all times. Providing inaccurate, incomplete, or obsolete information may result in the immediate termination of your account. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement. Customer represents and warrants that: (a) it has the right and authority to use the Customer Data and submit the same through the DRIVE2DATA Site; and (b) it will abide by all applicable laws, treaties and regulations in connection with its use of the DRIVE2DATA Site. Provider represents and warrants that: (a) it has the right and authority to make the DRIVE2DATA Site available to Customer as authorized expressly by this Agreement; (b) it will provide the DRIVE2DATA Site in a manner consistent with general industry standards; (c) it will use best efforts to detect software viruses and other undesirable components and will promptly take all reasonable steps to remove or neutralize any such components; and (d) it will use leading commercial encryption technology designed to encrypt Customer Data in its possession.
  2. Mutual Indemnification. Customer will indemnify, defend and hold Provider, and each such Party’s Affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses arising out of or in connection with: (a) a claim by a third party alleging that Customer’s use of the Customer Data or DRIVE2DATA Site violates any applicable law, or was unauthorized or that it exceeded the scope of the individual’s authorization by using the DRIVE2DATA Site to validate such Customer Data, provided in any such case that Provider (i) promptly gives Customer written notice of the claim; (ii) gives Customer sole control of the defense and settlement of the claim; and (iii) provides Customer all available information and assistance. Provider will indemnify, defend and hold Customer and Customer Affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses arising out of or in connection with: (a) a claim by a third party alleging that the DRIVE2DATA Site directly infringes an Intellectual Property Right of a third party; provided that Customer (i) promptly gives written notice of the claim to Provider; (ii) gives Provider sole control of the defense and settlement of the claim; and (iii) provides Provider all available information and assistance.
  3. Disclaimer. THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT ARE PROVIDER’S COMPLETE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES. PROVIDER DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTIES OF ANY KIND. EXCEPT AS PROVIDED HEREIN, THE DRIVE2DATA SITE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES AS TO TITLE OR INFRINGEMENT OR THIRD PARTY RIGHTS, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PROVIDER DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS CUSTOMER MAY OBTAIN BY USING THE DRIVE2DATA SITE. PROVIDER DOES NOT WARRANT THAT ACCESS TO OR USE OF THE DRIVE2DATA SITE WILL BE UNINTERRUPTED OR ERROR FREE. PROVIDER EXPRESSLY DISCLAIMS ANY INDEMNIFICATION FOR ANY CLAIMS OR ACTIONS BROUGHT AGAINST CUSTOMER BASED ON, OR AS A RESULT OF, OR IN CONNECTION WITH ANY INACURRACY, OMISSION, DEFECT OR MISTAKE IN THE DRIVE2DATA SITE, OR CUSTOMER’S USE THEREOF.
  4. Limitation of Liability. EXCEPT FOR CLAIMS ARISING UNDER A PARTY’S OBLIGATIONS OF CONFIDENTIALITY OR INDEMNIFICATION UNDER THIS AGREEMENT, NEITHER PARTY’S AGGREGATE LIABILITY WILL EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO PROVIDER IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, AND NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND ARISING FROM CUSTOMER’S USE OF THE DRIVE2DATA SITE. NOTWITHSTANDING THE FOREGOING, PROVIDER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY THEORY OF LIABILITY IS LIMITED TO THE AMOUNT OF FEES CUSTOMER HAS PAID TO USE THE DRIVE2DATA SITE IN THE PRECEDING TWELVE (12) MONTHS.
  5. Notice. Provider may give notice to Customer through Customer’s e-mail address on record with Provider.
  6. Modifications.Provider reserves the right to alter or revise the terms of this Agreement by giving Customer thirty (30) days’ notice of the changes to be made. Customer’s continued use of the DRIVE2DATA Site after the changes become effective means that it has accepted the revised terms. If Customer does not agree to accept the changes, Customer’s sole remedy shall be to discontinue its use of the DRIVE2DATA Site.
  7. Force Majeure.Notwithstanding anything herein to the contrary, the Parties shall not be liable for any delays or failure in performance caused by circumstances beyond the reasonable control of the performing Party, such as epidemics, wars, insurrections, pandemics, acts of government, strikes, fires, floods, earthquakes, work stoppages, hurricanes, embargoes, and any other event beyond the reasonable control of the Party whose performance is affected.
  8. Relationship of Parties.No joint venture, partnership, employment, or agency relationship exists between Customer and Provider as a result of this Agreement.
  9. Assignment.This Agreement may not be assigned by either Party without the prior written consent of the other Party, which will not be unreasonably withheld, but may be assigned without the other Party’s consent to (i) a parent or subsidiary; (ii) an acquirer of assets or equity; or (iii) a successor by merger. Any purported assignment in violation of this section will be void.
  10. Governing Law.This Agreement shall be construed in accordance with and governed by the laws of the State of Florida, without regard to principles of conflict of laws.
  11. Arbitration.Except for injunctive relief claims related to data or privacy breaches, any claim or controversy arising out of or related to this Agreement, or the breach thereof, and/or the use of the DRIVE2DATA Site shall be settled by binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. Arbitration hereunder shall be conducted by one neutral arbitrator appointed by the AAA. The place of arbitration shall be Miami, Florida, and shall be governed by the laws of the State of Florida. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to this arbitration clause. Any disputes, including any threshold disagreement about the arbitrability of any claim, shall be delegated to the arbitrator (and not a court). In no event shall the arbitrator have any authority to award punitive or other damages not measured by the prevailing party’s actual damages, except as may be required by statute. In no event shall the arbitrator determine or award any alternative allocation of costs and expenses, including any attorneys’ fees, unless a statute specifically authorizes such an award. The Parties’ respective responsibilities to pay any AAA filing, administrative, and arbitrator fees will be solely in accordance with the AAA Rules. Except as otherwise provided herein and irrespective of the outcome of arbitration, each party shall bear its own costs and expenses, including its own attorneys’ fees. Judgment upon the arbitration award may be entered in any court having jurisdiction thereof. You agree and submit to the personal jurisdiction and venue of any such court of competent jurisdiction. In the event that this arbitration clause is deemed to be invalid or otherwise unenforceable or illegal, the remaining terms of this Agreement shall remain in full force and effect. YOU SHALL HAVE THIRTY (30) DAYS TO OPT OUT OF THIS ARBITRATION SECTION BY PROVIDING WRITTEN NOTICE TO US. AFTER THIRTY (30) DAYS, THE TERMS OF THIS SECTION HEREBY BECOME FINAL AND BINDING.
  12. Severability.If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision will be construed to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect.
  13. Waiver.The failure of Provider to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by Provider in writing.
  14. Amendment.. No amendment or modification of any provision of this Agreement shall be effective unless in writing and executed by both Parties.
  15. Entire Agreement.This Agreement comprises the entire agreement between Customer and Provider and supersedes all prior or contemporaneous negotiations, discussions, or agreements, whether written or oral, between the Parties regarding the subject matter contained herein.