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Terms of service

  1. Introduction
    1. Car Business Data Dynamics, Ltd (“CBDD”) has certain data of cars specifications, cars’ prices, car market surveys and business training materials identified on Exhibit A (the “CBDD Data”).
    2. CBDD and User wish to enter into this Agreement whereby CBDD will provide a platform (access to the web-site) which allows User to use CBDD Data at www.ChooseYourCar.com. CBDD will provide User with all the necessary data as described in Exhibit A.
    3. Nothing in this Agreement shall limit or restrict CBDD from entering into or continuing any agreement or arrangement with any other party, whether or not similar to this Agreement in nature or scope.
  2. License
    1. License Rights Granted: Subject to the terms of this Agreement, CBDD, hereby grants to User, and User accepts, during the term of the Agreement and subject to all the terms set forth herein, a non-exclusive, non-transferable, royalty-free license to use the CBDD Data. CBDD does not grant any right or authority to distribute or otherwise transfer any copy of CBDD Data to any third party except as provided in this Agreement.
    2. CBDD’s Reserved Rights: CBDD reserves all rights not expressly granted to User under this Agreement. CBDD further reserves the right, in its sole discretion and without liability to User, to modify any Software Programs and or database.
  3. User Responsibilities
    1. User Personnel: User undertakes to disclose CBDD data only to it’s employees, counterparts or subcontractors who are directly involved in using car’s specs, prices and market data subsequent to signing a Non-Disclosure Agreement or equivalent with the user.
    2. User undertakes to protect CBDD data from third parties, press.
    3. User undertakes to protect CBDD Database data, software and passwords from illegal copying, dissemination.
    1. Compliance with Applicable Laws. User shall observe all applicable laws and regulations governing the licensing of the Software Programs, Trademarks and data base, as applicable.
  4. Compensation
    1. Fees: In consideration of the rights and licenses granted pursuant to section 2, User agrees to pay CBDD fees as set out in Exhibit B and in accordance with the terms of this Agreement.
    2. Technical Support: As part of this Agreement CBDD will provide all passwords, login and technical support as defined in Exhibit A.
    3. Taxes and Duties: All license fees set forth on Exhibit B are inclusive of all taxes, duties, including customs duties, and similar charges now in force or enacted in the future.
    4. Payment Terms: Payment shall be made in accordance with Exhibit B.
    5. Currency Terms: All payments which are required to be made per the terms of this Agreement shall be in US dollars.
  5. Limited Warranty; Disclaimer of Warranty; Representations
    1. Limited Warranty. CBDD warrants that on the date of delivery of CBDD Data to User, such data shall be free from defects in materials and workmanship and shall perform properly. In the event of a defect in the CBDD data, CBDD shall repair and/or replace such data without undue delay and without any cost or expense to User.
    2. Disclaimer of Warranties. The limited warranty set forth herein is exclusive and in lieu of, and User hereby waives, all other representations, warranties, guarantees and conditions, express and implied., including without limitation any implied warranties or conditions merchantability or fitness of the Software programs for a particular purpose, and any warranties or conditions arising out of course of dealing or course of performance.
    3. Service Provider Warranty. User shall not be authorized to make any warranty, guarantee representation, whether written or oral, on behalf of CBDD.
    4. Representations of CBDD. CBDD represents and warrants to User that it is the legal and beneficial owner of CBDD Data with good title, free and clear of all liens, limitations and restrictions on fulfilling its obligations hereunder.
  6. Limitation of Liability
    1. Limitations and Exclusions. Notwithstanding any law or provision herein or to the contrary, in no event shall CBDD be liable for any lost profits or for any indirect, incidental, consequential, punitive or other special damages suffered by the other party, its customers, suppliers, contractors, subcontractors, agents, employees, directors, officers, shareholders or others arising out of or related to this Agreement for any cause of action including tort, contract, negligence, strict liability, breach of warranty and fundamental breach.
      User agrees that in the process of collecting cars specs. prices and sales figures data in the CBDD database human or computer errors may occur. CBDD web-site may contain outdated data and interruptions may happen. User agrees that the data is provided “as is” and will not make claims on it’s accuracy, timeliness and completeness.
  7. Intellectual property rights. User acknowledges that any and all of the trade names, service marks, trade marks, copyrights, patents and other intellectual property rights used or embodied in or in connection with the Software Products or any data base shall be and remain the exclusive property of CBDD.
  8. Term and Termination.
    1. Term. This Agreement shall remain in effect for a period indicated in Exhibit A from the date of accepting this agreement, unless sooner terminated pursuant to Section 10 of this Agreement. Thereafter, the terms of this Agreement shall be automatically renewed for successive terms indicated in Exhibit A, unless written notice of intent not to renew is given by one party to the other party at least sixty, (60) days prior to the expiration of the then current term.
    2. Effect of Termination or Expiration. Upon termination or expiration of this Agreement:
      1. CBDD shall promptly cease offering said services using CBDD Data. All Software Programs shall be promptly uninstalled in all Service Providers computers and any copies of the Software Programs then in Service Provider’s possession shall be returned to CBDD.
      2. User shall cease using any CBDD Data, trademark, trade name, logo or designation.
  9. Notices
    Any notice, communication, or amendment required or permitted under the terms of this Agreement or required by law shall be in writing and shall be delivered in person, or sent by certified mail properly posted and fully prepaid in an envelope properly addressed, or shall be sent by fax (confirmed receipt) to the respective parties. However, both parties may waive this provision and communicate electronically if mutually agreed to by both parties.
  10. Miscellaneous
    1. In the event any provision of this Agreement shall be determined to be invalid, illegal or unenforceable in any respect, such provision shall be considered separate and severable from the remaining provisions of this Agreement, and the validity, legality and enforceability of all of the remaining provisions of this Agreement shall not be affected or impaired by such provision in any way.
    2. Each party represents and warrants to the other that: (a) it is duly organized and in good standing in the state or country of its incorporation; (b) it has the power and authority to carry on its business as presently conducted; (c) the execution and performance of this Agreement has been authorized by all necessary corporate action; and (d) the performance of this Agreement will not violate any other agreement by which such party is bound.
    3. The failure by any party to exercise any rights or remedies provided for in this Agreement or at law shall not be deemed a waiver of any such rights or remedies.
    4. This Agreement and the rights and obligations under this Agreement shall not be assignable by either party without the prior written consent of the other party. In any event, no assignment shall be effective unless and until the assignee agrees, in writing, to be bound by the terms of this Agreement.
    5. Neither party shall be liable for, and is hereby excused from, any failure to perform or for delay in the performance of its obligations under this Agreement which are due to causes beyond such party’s control, including without limitation, interruptions of power or telecommunications services, failure of suppliers or subcontractors, acts of nature, acts of God, governmental actions, fire, flood, natural disaster, or labor disputes.
  11. Any legal action or proceeding with respect to the Agreement and any action for enforcement of any judgment in respect thereof shall be brought in a court sitting in the State of Israel, by execution and delivery of this Agreement, each party hereby accepts for itself the exclusive jurisdiction of the aforesaid courts and appellate courts from any breach thereof. Each party irrevocably consents to the service of process out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party addressed as called for hereunder.
  12. If any action or proceeding is brought for the enforcement of this Agreement, or because of an alleged or actual dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party shall be entitled to recover reasonable attorneys’ fees and other costs incurred in such action or proceeding in addition to any other relief to which it may be entitled.
  13. All of the warranties, representations, and indemnification obligations of each party under this Agreement shall survive the expiration, termination, or non-renewal of this Agreement.
  14. The parties acknowledge that they have read this Agreement including the terms set forth below, understand it, and agree to be bound by its terms and conditions. Further, the parties agree that this Agreement (including the Attachments) is the complete and exclusive statement of the agreement between the parties, which supersedes all proposals, concurrent or prior agreements, oral or written and all other communications between the parties relating to the subject matter of this agreement.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Car Business Data Dynamics, Ltd
User Authorized Signature

Exhibit A

CBDD SERVICES (data) & TRADEMARKS

    1. The schedule:

Supply period: TBD

    1. CBDD Services (Data):
Service ID Name of The Service
    1. Trademarks

CBDD Logo

CBDD Logo

Exhibit B FEES

As defined in Section 2.0 of the Agreement above, CBDD and User hereby agree to enter into a commercial relationship whereby CBDD will provide CBDD Data to User. As part of this Agreement, both parties hereby agree as follows:

  1. User agrees to pay CBDD TBD per Active User during the term of this Agreement where Active User is defined as anyone who uses the service during the pay period. During the term of this Agreement, CBDD agrees to provide to User copies of the Software Programs in Appendix A for use in Users platform.
  2. Active Users is defined as anyone who uses the service during the pay period where Pay Period is defined as the period of time from the first day of the month to the last day of the month. However, each individual user may be extended one (1) thirty (30) day free trial period at the option of the Service Provider.

User will pay CBDD on a fixed price basis (Fixed Price) It is agreed that the Fixed Price will be in USD + VAT and the submission date should be according with the Schedule. As full compensation of the services provided by Car Business Data Dynamics, Ltd. to a Client the Client will pay: 100% advance payment

CBDD and User may amend the fee schedule defined in paragraph one (1). Any such amendment must be in writing, signed by both parties to this Agreement.

 

Exhibit C CANCELLATION OF TRANSACTION

  1. CBDD will refund any unwanted service. If you wish to return any goods for a credit note, or to receive a refund please send a written request to cancel order to the CBDD address: See Contact us page to obtain details of how to return the service.
  2. Your right to notify us of your intention to return unwanted products is limited to 14 working days starting from the day after delivery, unless a longer period is specified on your order confirmation or delivery note.
  3. The right to return or exchange CBDD service subject to additional qualifications as stated in Section 14 of the Consumer Protection Law – 1981
  4. Please note: once you have been refunded for an CBDD service, the CBDD service data/software must be permanently removed from your PC and cannot be downloaded again.

 

EXHIBIT D CONFIDENTIAL DISCLOSURE AGREEMENT

In order to protect certain Confidential Information, Car Business Data Dynamics, LTD (hereinafter CBDD) and the Participant (official automotive importer /distributor / manufacturer) identified below agree to the following:

    1. Definitions:
      A Discloser is a party disclosing Confidential Information. A Recipient is a party receiving disclosed Confidential Information.
    2. Agreement Coordinator
      Each party designates the following person as its Agreement Coordinator for coordinating the disclosure or receipt of Confidential Information:

      Car Business Data Dynamics, LTD

      CEO
      Phone: (+972) 053 336 28 85
      Participant (official automotive importer/distributor):
      ___________________________________
      Phone: .
      Confidential Information and its Use
      Confidential Information shall exclusively mean information which concerns – Participant’s Cars’ Retail Sales Data information.
      (ii) Confidential information may only be internally used by CBDD’s software: https://a2a.chooseyourcar.com for the benefit of the participant & third parties: such as official car importers/distributors in Israel.

    3. Marking
      Recipient’s obligations under this Agreement extend only to Confidential Information that is:

(i) Marked at the time of disclosure to show its confidential nature, or
(ii) Unmarked (for example, orally or visually disclosed) but treated as confidential at the time of disclosure, and designated as confidential in a written message sent to Recipient’s.

  • Disclosure and Protection Periods
    The Disclosure Period shall remain indefinitely.
  • Recipient’s Obligations
    Recipient will protect the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information, as Recipient uses to protect its own Confidential Information of a like nature. Recipient will provide reasonable prior notice to Discloser if Recipient is required to disclose the Confidential Information under operation of law.
  • Exclusions
    This Agreement imposes no obligation upon Recipient with respect to information that
    (i) was in Recipient’s possession before receipt from Discloser,
    (ii) is or becomes publicly known without breach by Recipient,
    (iii) is rightfully received by Recipient from a third party without a duty of confidentiality,
    (iv) is disclosed by Discloser to a third party without a duty of confidentially on the third party,
    (v) is independently developed or learned by Recipient, or
    (vi) is disclosed by Recipient with Discloser’s prior written approval.
    (vii) cars’ retail sales statistics shared for the benefit of the Participant and third parties: official car importers / distributors / manufacturers.
  • Warranty
    (i) Each Discloser warrants that it has the right to make the disclosures under this Agreement.
    (ii) No other warranties are made by either party under this Agreement.
    (iii) Any Confidential Information disclosed under this Agreement is provided “as is.”
  • Miscellaneous
    (i) Neither party acquires any intellectual property rights under this Agreement.
    (ii) This Agreement imposes no obligation on either party to purchase, sell, license, transfer or otherwise dispose of any technology, services or products.
    (iii) This Agreement does not create any agency or partnership relationship.
    (iv) These terms constitute the entire agreement with regard to information communicated. hereunder in the time period specified herein. Any additions or modifications must be mutually agreed in writing.
    (v) This Agreement may be signed in duplicate originals, or in separate counterparts, which are effective as if the parties signed a single original. A facsimile of an original signature transmitted to the other party is effective as if the original was sent to the other party.
    (vi) Failure to enforce any provision of this Agreement shall not constitute a waiver of any term hereof.
    (vii) This Agreement is governed by the laws of the State of Israel. The Courts of Tel-Aviv-Jaffa shall have sole jurisdiction in all matters pertaining to or arising from this Agreement.