Terms & Conditions for Dealers

1. Definitions

1. 1. We”, “Our”, “Us” refers to Drivebaba as “Drivebaba” and its subsidiaries, employees, officers, agents, affiliates or assigned parties.
   2. “Our web site” refers to drivebaba.com.
   3. “You”, “Your” or “the Client” refers to you as the user of the Car Listing Subscription Service (the “Service”).”Service” may include any of the following or a combination thereof depending on the membership package chosen:
      1. car listing service for uploading and managing your vehicle listings;
      2. photography service where Drivebaba staff photograph and upload pictures of vehicles;
      3. content management service to manage leads and track visits;
      4. link integration with automatic feed from our web site to your web site;
      5. creation and hosting of your dealership website;
      6. online banner advertising and banner ad impressions that appear on our web site on a Share of Voice (SOV) and/or Cost Per ImpressionCPM) basis;
      7. process which facilitates having your phone call leads tracked and recorded via our “Call Tracking” product
      8. inclusion of your vehicles in e-mail alerts;
      9. website and banners design services;
      10. email marketing campaigns.
   4. The following are the standard terms and conditions (“Terms and Conditions”) that apply to your use of the Service.

Your obligations

1. Receipt of an Advertising Agreement signed by you will constitute your acceptance of the Terms and Conditions. Please read the Terms and Conditions in conjunction with the Advertising Agreement, and any other document provided to you at the time of signing the Advertising Agreement.
2. All “month” references found in the Advertising Agreement, Drivebaba websites, media kits, Drivebaba branded marketing material or any other Drivebaba written or verbal communications refer to a thirty (30) day period.

2. Your obligations

1. You must:
   1. only advertise vehicles that are currently available for purchase within the Emirates or countries permitted by your subscription;
   2. within 24 hours of a sale contract being entered into for a vehicle mark that vehicle as sold on the web site;
   3. ensure that material you generate through use of the Service is not unlawful or for an improper purpose, including information that is defamatory, misleading or deceptive, in breach of copyright or would otherwise expose us to any liability, legal proceedings or other sanction;
   4. ensure that you do not make, arrange or authorize the insertion of any reference to us or our web site in any document (including promotional or merchandising material) or on any web site other than our web site without our prior written consent;
   5. abide by any applicable rules and regulations related to electronic truncations and commerce;
   6. in your use of the Service, comply with all applicable laws.
2. You must ensure that:
   1. material submitted through the Service by you refers only to listing details of a particular vehicle;
   2. the listing details for a particular vehicle through the Service are only listed by you (including any associated showrooms in your dealership group) once;
   3. any reference to material other than listing details for a vehicle must receive our written approval prior to your submission;
   4. ensure that no other person, authorized or otherwise, makes use of your subscription to the Service in breach of these terms and conditions;
   5. not make any promotional or merchandising reference to us or our web site without our express written permission.
3. You acknowledge that:
   1. you have read and agree to be bound by the terms of all legal notices posted on the Site;
   2. you represent and warrant that you are authorized to make available the material generated or submitted to make use of the Service and that you are acting under authority of the proprietors of all vehicles concerned;
   3. any copyrights or other intellectual property rights in the photographs of cars taken by Drivebaba staff are the sole property of Drivebaba and you acknowledge that you have no rights in such photographs and are not authorized to use nor to license or authorize third parties to use such photographs in any manner without explicit prior approval and authorization from Drivebaba
   4. any such conduct is in breach of these terms and conditions;
   5. by using the Service, you grant us an irrevocable, world-wide, royalty free license to commercialize, copy, license to other persons, use and adapt for any purpose any material you generate or submit to make use of the Service;
   6. we are not under any obligation to monitor or censor the material generated by users of the Service that appears on our website, however we reserve the right to do so;
   7. we are not responsible for the Service’s content or for any errors or omissions in any vehicle data provided by or on behalf of you;
   8. you are responsible for updating your listings to follow the Drivebaba image guidelines, we reserve the right to penalize any images content we deem unfitting;
   9. systems or technological failure may impede or prevent access to all or any part of the vehicle data;
   10. you are responsible for and must pay the cost of all telecommunications and Internet access charges incurred when using our website, whether or not such access has been arranged by us;
   11. you are responsible for the security and integrity of your data;
   12. transmission of data over the Internet can be subject to errors and delays;
   13. we will contact you from time to time to make you aware of opportunities, products and services offered by us and our business partners. You authorize us to contact you via email, SMS, MMS and other electronic media for that purpose unless you explicitly request us not to contact you via these media.

3. Agreement Term, Suspension or Termination of Service

1. 1. You may not terminate this Agreement before the end of the contracted term under any circumstances.
   2. Unless otherwise stated in the Advertising Agreement, this Agreement shall have a Term of twelve (12) months from the date of the start date specified in the Advertising Agreement.
   3. Following the expiry of the Term your Agreement will expire unless you renew this Agreement with Us.
   4. We may terminate this Agreement at anytime for any reason provided that seven (7) clear days’ written notice has been provided to you. Should you continue to use the Service following termination of the Agreement, you shall remain liable for any and all costs incurred by you.
   5. Without limiting our other rights, we may immediately suspend the Service and/or temporarily remove details of any vehicle uploaded by you to our web site and/or terminate this Agreement if:
      1. you fail to pay any fees or charges due to us by the due date, or any postdated cheques as stipulated in the Agreement;
      2. you breach any part of this Agreement and fail to rectify that breach within seven (7) days of our giving notice requiring rectification;
      3. any material supplied by you is false or misleading;
      4. you enter into bankruptcy, liquidation, administration, receivership, a composition of arrangement with your creditors, or appoint a receiver or manager over all or any part of your assets or become or are deemed to become insolvent; or
      5. you die, or if you are in a partnership, are dissolved or an application to dissolve is filed, or if you are a company, are wound up or an application for winding up is filed.

Agreement Term, Suspension or Termination of Service

You may not terminate this Agreement before the end of the contracted term under any circumstances.

1. You acknowledge and agree that termination of this Agreement pursuant to this clause does not relieve you of your obligations and liabilities pursuant to the Agreement, including Clauses 3(g), 6, and 7, and we reserve our right to enforce such obligations and liabilities in any event.
2. If this Agreement has been terminated for any reason during the term as set forth herein this Agreement, then you shall be bound to all payments due under this Agreement up to the point of termination. Liability for further payments under this Agreement shall be limited to a penalty payment in the amount of 50% of the outstanding balance at the time of the termination.

4. Packages, Fees and Payment

1. 1. Full payment in advance or payment via Post Dated Checks (PDCs) issued by the relevant company account prior to the start date outlined in the Advertising Agreement, are the only acceptable forms of payment for this Agreement. The Service will not be activated until full payment has been provided whether in Cash, credit card payments, or postdated cheques or other forms of payment as stipulated by the Agreement. The client is liable for the costs incurred in this Agreement from the Contract Start Date whether or not the service is active.
   2. The current fees for the Service are specified in your Advertising Agreement. We offer a number of different packages that vary in terms of price and services included. You may subscribe to any of these packages but switching, or addition of special conditions to, packages is at our sole discretion. We reserve the right to amend the terms and conditions of this Agreement, including package components and fees, at any time. You will be given notice of any changes to our fees or package components.

Packages, Fees and Payment

1. Full payment in advance or payment via Post Dated Checks (PDCs) issued by the relevant company account prior to the start date outlined in the Advertising Agreement, are the only acceptable forms of payment for this Agreement. The Service will not be activated until full payment has been provided whether in Cash, credit card payments, or postdated cheques or other forms of payment as stipulated by the Agreement. The client is liable for the costs incurred in this Agreement from the Contract Start Date whether or not the service is active.

The current fees for the Service are specified in your Advertising Agreement. We offer a number of different packages that vary in terms of price and services included. You may subscribe to any of these packages but switching, or addition of special conditions to, packages is at our sole discretion. We reserve the right to amend the terms and conditions of this Agreement, including package components and fees, at any time. You will be given notice of any changes to our fees or package components.

Refund policy

The dealer has the right to a refund under the following circumstances:

1. In the event that the Government of the United Arab Emirates elects to charge value added tax or other similar tax or duty (VAT) on the provision, sale or supply of any goods and/or services which are the subject matter of these Terms and Conditions, we reserve the right, at our sole discretion, or if required by law, to add VAT at the appropriate rate for such goods and/ or services to any invoices issued under or in connection with these Terms and Conditions from the relevant time and you acknowledge and accept that you shall pay and be solely liable for any such VAT in addition to the purchase price for such goods and services.

5. Refund policy

1. 1. The dealer has the right to a refund under the following circumstances:
      1. if a duplicate payment is received for an already paid for service, the duplicate portion of the payment will be fully refunded.

Limitation of Liability and Indemnity

To the extent allowable under laws applicable in the United Arab Emirates we:

1. In the cases of fraudulent or disputed transactions the Client should refer to their bank. In all instances of payments, the Client is liable for any levied charges by the bank(s).

6. Limitation of Liability and Indemnity

1. 1. To the extent allowable under laws applicable in the United Arab Emirates we:
      1. exclude all conditions and warranties implied into the Agreement;
      2. exclude consequential, special or indirect loss or damage (included but not limited to loss of opportunity, loss of revenue and loss of profits);
      3. limit our liability for breach of any condition or warranty that we cannot exclude to the greater of (at our option):
         1. resupplying the Service; or
         2. paying the cost of having the Service resupplied; and
         3. limit our liability in respect of any other claim in connection with the Agreement whether the claim is based in contract, tort (including negligence) or statute to the amount paid to us by you under this Agreement.
   2. We will not be liable under this Agreement to the extent that liability is caused by:

General

We may change these Terms and Conditions at any time on 30 days prior written notice. You acknowledge that our publishing the amended version of the Terms and Conditions at this link on our website constitutes written notice to you of such changes.

1. 1. any breach of your obligations under this agreement; or
   2. any delay in performance or breach of the Agreement which arises as a result of any matter beyond our control including but not limited to viruses, other defects or failure of the server hosting our web site.
2. You indemnify us and our officers, employees and agents (“those indemnified”) against any direct or consequential liabilities, losses, damages, expenses and costs (including legal expenses on a solicitor and own client basis) incurred or suffered by any of those indemnified as a result of any claim or proceedings brought by a third party against those indemnified in connection with any material generated by you in connection with the Service.

7. General

1. We may change these Terms and Conditions at any time on 30 days prior written notice. You acknowledge that our publishing the amended version of the Terms and Conditions at this link on our website constitutes written notice to you of such changes.
2. No delay or failure by us to enforce any provision of this Agreement will be deemed a waiver or create a precedent or will prejudice our rights.
3. Any notice(s) must be sent by e-mail or prepaid post to your or our last known address.
4. You must not assign the Agreement without our written consent.
5. The Agreement (together with any documents referred to in the Agreement or provided by us at the same time as the Agreement) comprises the entire agreement. It supersedes all prior understandings, agreements or representations.
6. The laws of the United Arab Emirates, the Emirate of Dubai apply.
7. You submit to the exclusive jurisdiction of the Courts of the Emirate of Dubai. In the case of arbitration it is subject to the rules of the Dubai International Arbitration Centre or the DIFC LCIA Arbitration Centre, as mutually agreed by the parties.
8. If any term of the Agreement is or may become for any reason invalid or unenforceable at law, the validity and enforceability of the remainder will not be affected.