Effective Date: November 1, 2014

The following “User License Agreement” governs your use of the software and services provided by DRIVE CX, (also known as “DRIVE”, “we” “us” “our”) and constitutes a legal agreement that governs your use of the DRIVE CX websites, web pages, software, services and mobile applications and incorporates the Privacy Policy at www.drivebi.com/privacy.

By registering your use of the Service (as defined below), you are accepting to be bound to the terms of this User License Agreement.

1. Definitions
   1. “Administrator” shall mean a Subscriber (as defined in Section 1(i)) with authority to designate additional Authorized Users and/or Administrators.
   2. “Agreement” shall mean this entire User License Agreement and incorporates the Privacy.
   3. “Authorized User” shall mean an individual subscriber or the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users.
   4. “Confidential Information” shall mean the Content (as defined in Section 1(e) and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine readable form or through access to either party’s premises.
   5. “Content” shall mean any information you upload or post to the Service and any information provided by you to DRIVE CX in connection with the Service, including, without limitation, information about your Authorized Users or Registered Clients, as defined in Section 1(g).
   6. “Originating Subscriber” shall mean the Subscriber who initiated the Services offered by DRIVE CX and is assumed by DRIVE CX to have the sole authority to administer the subscription.
   7. “Registered Client” means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client of an Authorized User.
   8. “Service” shall mean any software or services provided by DRIVE CX.
   9. “Subscriber” shall refer to the purchaser of the Services provided by DRIVE CX and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on your behalf.
   10. “Security Emergency” shall mean a violation by Subscriber of this Agreement that (a) could disrupt (i) DRIVE CX's provision of the Service; (ii) the business of other subscribers to the Service; or (iii) the network or servers used to provide the Service; or (b) provides unauthorized third party access to the Service.
2. Limited License & Use of the Service
   1. Subscriber is granted a non-exclusive, non-transferable, limited license to access and use the Service.
   2. DRIVE CX does not review or pre-screen the contents of electronic data uploaded or posted to the Service (“Content”) by Authorized Users and DRIVE CX claims no intellectual property rights with respect to the Content.
   3. Authorized Users agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Service, use of the Service, or any portion of the Service, including, but not limited to the HTML, Cascading Style Sheet (“CSS”) or any visual design elements without the express written permission from DRIVE CX.
   4. Authorized Users agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, DRIVE CX or any other software or service provided by DRIVE CX.
   5. Authorized Users agree that they will not knowingly use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement.
   6. Authorized Users agree that they will not knowingly use the Service to upload, post, host, or transmit unsolicited bulk e-mail “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.
   7. Except for the non-exclusive license granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with DRIVE CX.
   8. Authorized Users who configure the Service to share or make available certain Content to the public, are deemed to acknowledge and agree that everyone will have access to the Content (“Public Content”). DRIVE CX reserves the right, at any time, in its sole discretion, to take any action deemed necessary with respect to Public Content that violates the terms of this Agreement, including, but not limited to, removal of such Public Content.
   9. DRIVE CX reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that DRIVE CX shall provide Subscriber with 30-days’ notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Subscriber acceptance of the modification.
   10. DRIVE CX reserves the right to temporarily suspend access to the Service for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will provide no less than two business days’ notice prior to any such suspension. Such notice shall be provided to you in advance through email. Further, DRIVE CX shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the Subscriber.
   11. DRIVE CX stores all Content on redundant storage servers. The Subscriber may elect to, at a regular interval, replicate all Content associated with the subscription to a third party storage service (“Escrow Agent”). The replicated Content (“Escrowed Data”) will be held under the terms of a separate agreement exclusively between the Subscriber and the Escrow Agent (“Escrow Agreement”). The Subscriber may also elect to replicate all Content associated with the subscription on its own storage device.
   12. Subscriber grants to DRIVE CX a non-exclusive, royalty free right during Subscriber’s use of the Service, to use the Confidential Information for the sole purpose of performing DRIVE CX’ obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for DRIVE CX to generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with Section 4.1.
3. Access to the Service
   1. Subscriber is only permitted to access and use the Service if he/she is an Authorized User or a Registered Client. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Service.
   2. Each Authorized User will be provided with a unique identifier to access and use the Service (“Username”). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.
   3. The initial Administrator shall be the Originating Subscriber with authority to administer the subscription and designate additional Authorized Users and/or Administrators. Each subscription may designate multiple Authorized Users as Administrator. Any Administrator shall be deemed to have the authority to manage the subscription and any Authorized Users. The Administrator will deactivate an active Username if the Administrator wishes to terminate access to the Service for any Authorized User.
   4. Administrators are responsible for all use of the Service by Authorized Users on the list of active Authorized Users associated with their subscription to the Service.
   5. As between DRIVE CX and the Subscriber, any Content uploaded or posted to the Service remains the property of the Subscriber. Upon Cancellation or Termination of Service as discussed in Section 8 below, DRIVE CX shall only be responsible for the return of Content directly to the Administrator or a designated Authorized User in the event that the Administrator is unable to be reached.
   6. All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.
   7. Authorized Users are permitted to access and use the Service using an Application Program Interface (“API”) subject to the following conditions:
      • any use of the Service using an API, including use of an API through a third-party product that accesses and uses the Service, is governed by these Terms of Service;
      • DRIVE CX shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if DRIVE CX has been advised of the possibility of such damages), resulting from any use of an API or third-party products that access and use the Service via an API;
      • Excessive use of the Service using an API may result in temporary or permanent suspension of access to the Service via an API. DRIVE CX in its sole discretion, will determine excessive use of the Service via an API, and will make a reasonable attempt to warn the Authorized User prior to suspension; and
      • DRIVE CX reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service via an API, with or without notice.
4. Confidentiality
   1. Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.
   2. DRIVE CX and any third party vendors and hosting partners it utilizes to provide the Service shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations under this Agreement; (b) in compliance with Section 6 of this Agreement, or (c) as otherwise authorized by you in writing.
5. Security and Access
   1. DRIVE CX is responsible for providing a secure method of authentication and accessing its Service. DRIVE CX will provide mechanisms that:
      1. allow for user password management
      2. transmit passwords in an secure format
      3. protect passwords entered for purposes of gaining access to the Service by utilizing code that follows password management best practices.
   2. Subscriber will be responsible for protecting the security of usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of personal information provided to the Service.
   3. Subscriber will implement policies and procedures to prevent unauthorized use of usernames and passwords, and will promptly notify DRIVE CX upon suspicion that a username and password has been lost, stolen, compromised, or misused.
   4. At all times, DRIVE CX and any third party vendors and hosting partners it utilizes to provide the Service, will:
      1. use information security best practices for transmitting and storing your Content, adhering to industry standards;
      2. employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability and patch management;
      3. ensure its host facilities maintain industry standards for security and privacy; and
   5. DRIVE CX shall report to Subscriber, with all relevant details, any event that DRIVE CX reasonably believes represents unauthorized access to, disclosure of, use of, or damage to Content (a “Security Breach”). DRIVE CX shall make such report within 48 hours after learning of the Security Breach.
   6. In the event of a Security Breach, DRIVE CX shall (a) cooperate with Subscriber to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with Subscriber in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with Subscriber in any litigation or investigation against third parties that Subscriber undertake to protect the security and integrity of Content; and (d) mitigate any harmful effect of the Security Breach.
6. Legal Compliance

   1. DRIVE CX maintains that its primary duty is to protect the Content to the extent the law allows. DRIVE CX reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter.

      If DRIVE CX is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then DRIVE CX will provide Subscriber with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Subscriber may seek a protective order or other appropriate relief. Subject to the foregoing sentence, DRIVE CX may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.

7. Managed Backup and Archiving
   1. DRIVE CX’s managed backup services must be designed to facilitate restoration of Content to the server or device from which the Content originated in the event the primary data is lost or corrupted. DRIVE CX shall ensure recovery of lost or corrupted Content at no cost to you. Prior to any cancellation or termination of Service for any reason, Subscriber shall have at least ninety days to retrieve any and all Content.
8. Payment, Refunds and Subscription Changes
   1. Subscribers with paid subscriptions will provide DRIVE CX with a valid credit card for payment of the applicable subscription fees. All subscription fees are exclusive of all federal, state, provincial, municipal or other taxes which Subscribers agree to pay based on where the Subscriber is primarily domiciled. In addition to any fees, the Subscriber may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges.
   2. Subscribers with monthly paying subscriptions will be charged upon the expiration of any applicable free trial period. Subscriptions canceled prior to the expiration of any trial period, will not be charged. Monthly Subscribers will thereafter be charged in advance each 30 days. Annual Subscribers will thereafter be charged annually on the anniversary date of the initial subscription charge. All charges are non-refundable.
   3. No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with an active subscription, including, but not limited to, instances involving the removal of a Subscriber.
   4. There are no charges for canceling a subscription, and paying subscriptions cancelled prior to the end of their current billing cycle will not be charged again in the following cycle.
   5. The amount charged on the next billing cycle will be automatically updated to reflect any changes to the subscription, including upgrades or downgrades. Subscription changes, including downgrades, may result in loss of access to Content, features, or an increase or reduction in the amount of available capacity for Content provided by the Service.
   6. All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Administrator, or in the form of an announcement on the Service.
   7. Subscriber is responsible for paying all taxes associated with the subscription to the Service. If DRIVE CX has the legal obligation to pay or collect taxes for which Subscriber is responsible under this section, the appropriate amount shall be invoiced to and paid by Subscriber, unless Subscriber provides DRIVE CX with a valid tax exemption certificate authorized by the appropriate taxing authority.
   8. Any and all payments by or on account of the compensation payable under this Agreement shall be made free and clear of and without deduction or withholding for any taxes. If the Subscriber is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, DRIVE CX receives an amount equal to the sum it would have received had no such deduction or withholding been made.
9. Cancellation and Termination
   1. Administrators are solely responsible for canceling subscriptions. An Administrator may cancel their subscription at any time by support@drivebi.com. For security reasons, cancellations shall only be
   2. DRIVE CX in its sole discretion has the right to suspend or discontinue providing the Service to any Subscriber without notice for actions that are (a) in material violation of this Agreement and (b) create a Security Emergency.
   3. If (i) Authorized Users use the Service to materially violate this Agreement in a way that does not create a Security Emergency; (ii) DRIVE CX provides Subscriber with commercially reasonable notice of this violation; (iii) DRIVE CX uses commercially reasonable efforts to discuss and resolve the violation with Subscriber; and (iv) despite the foregoing, the violation is not resolved to DRIVE CX’s reasonable satisfaction within thirty (30) days of such notice, then DRIVE CX reserves the right to suspend access to the Service.
   4. As required by Section 7 above (“Managed Backup and Archiving”), upon cancellation or termination of a subscription, Content is made available to the Administrator or a designated Authorized User. Following a period of no less than ninety (90) days from the cancellation or termination of a subscription, all Content associated with such subscription will be irrevocably deleted from the Service. All Escrowed Data, if any, will continue to remain available for a period of six months upon cancellation or termination of a subscription in accordance with the terms of the Escrow Agreement.
10. Limitation of Liability
    1. Except in the case of a violation by DRIVE CX of its obligations under Section 4 above (“Confidentiality”), Section 5 above (“Security and Access”), and Section 7 above (“Managed Backup and Archiving”), and except as provided in Section 12.2 below (“Indemnification”), DRIVE CX shall not be liable for and Subscriber waives the right to claim any loss, injury, claim, liability or damage of any kind resulting in any way from the Services provided to Subscriber by DRIVE CX.
    2. SUBSCRIBER AGREES THAT THE LIABILITY OF DRIVE CX ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT YOU HAVE PAID FOR THE SERVICE PURSUANT TO THE AGREEMENT WITHIN THE TWELVE MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. SUBSCRIBER FURTHER AGREES THAT DRIVE CX IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER DRIVE CX HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THESE DISCLAIMERS ARE NOT APPLICABLE TO THE INDEMNIFICATION OBLIGATION SET FORTH IN SECTION 12.2.
    3. Subscriber will solely be responsible for any damage and/or loss of Content contained in Subscriber’s technology which occurs as a result of Subscriber’s electronic equipment and/or Subscriber’s computer system.
11. Disclaimer of Warranties
    1. DRIVE CX HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO ANY SERVICES PROVIDED BY DRIVE CX. NOTHING IN THIS SECTION 11.1 SHALL MODIFY DRIVE CX’S OBLIGATION TO INDEMNIFY SUBSCRIBER AS REQUIRED BY SECTION 12.2(A) OF THIS AGREEMENT (“INDEMNIFICATION”).
    2. DRIVE CX makes no warranty that its services when provided to Subscriber in digital or electronic format will be compatible with Subscriber computer and/or other equipment, or that these Services will be secure or error free. Nor does DRIVE CX make any warranty as to any results that may be obtained from the use of the Service. Nothing in this Section 11.2 shall modify DRIVE CX’s obligations under Section 4 above (“Confidentiality”) or Section 5 above (“Security and Access”) or DRIVE CX’s obligation to indemnify you as required by Section 12.2(b) of this Agreement (“Indemnification”).
    3. DRIVE CX hereby disclaims all warranties of any kind related to Subscriber’s hardware or software beyond the warranties provided by the manufacturer of Subscriber’s hardware or software.
12. Indemnification
    1. Subscriber hereby agrees to indemnify and hold harmless DRIVE CX from and against any claim, action, proceeding, loss, liability, judgment, obligation, penalty, damage, cost or expense, including attorneys’ fees, which arise from or relate to the following:
       1. Authorized Users’ breach of any obligation stated in this Agreement, and
       2. Authorized Users’ negligent acts or omissions.
DRIVE CX will provide prompt notice to Subscriber of any indemnifiable event or loss. Subscriber will undertake, at Subscriber’s own cost, the defense of any claim, suit or proceeding with counsel reasonably acceptable to DRIVE CX. DRIVE CX reserves the right to participate in the defense of the claim, suit, or proceeding, at DRIVE CX’ expense, with counsel of DRIVE CX’ choosing.
    2. DRIVE CX shall defend, indemnify and hold Subscriber harmless against any loss, damage or costs (including reasonable attorneys’ fees) in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Subscriber by a third party
a. alleging that the Service, or use of the Service as contemplated hereunder, infringes a copyright, a U.S. patent issued as of the date of final execution of this Agreement, or a trademark of a third party or involves the misappropriation of any trade secret of a third party; provided, however, that Subscriber:
(a) promptly gives written notice of the Claim to DRIVE CX (provided, however, that the failure to so notify shall not relieve DRIVE CX of its indemnification obligations unless DRIVE CX can show that it was materially prejudiced by such delay and then only to the extent of such prejudice); (b) gives DRIVE CX sole control of the defense and settlement of the Claim (provided that DRIVE CX may not settle any Claim unless it unconditionally releases Subscriber of all liability); and (c) provides to DRIVE CX at DRIVE CX’s cost, all reasonable assistance. DRIVE CX shall not be required to indemnify Subscriber in the event of: (x) modification of the Service by Subscriber in conflict with Subscriber’s obligations or as a result of any prohibited activity as set forth herein to the extent that the infringement or misappropriation would not have occurred but for such modification; (y) use of the Service in combination with any other product or service not provided by DRIVE CX to the extent that the infringement or misappropriation would not have occurred but for such use; or (z) use of the Service in a manner not otherwise contemplated by this Agreement to the extent that the infringement or misappropriation would not have occurred but for such use; or
b. arising out of or related to a violation by DRIVE CX of its obligations under Section 4 above (“Confidentiality”) or Section 5 above (“Security and Access”),
13. Miscellaneous
    1. Technical support and training are available to Authorized Users with active subscriptions, and is available by telephone, email or electronic support ticket, as defined at https://support@drivebi.com.
    2. Subscriber acknowledges and agrees that DRIVE CX may use third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
    3. DRIVE CX may provide the ability to integrate the Service with third party products and services that Subscriber may use at Subscriber’s option and risk. Access to and use of any third party products and services are subject to the separate terms and conditions required by the providers of the third party products and services. Subscriber agrees that DRIVE CX has no liability arising from Subscriber’s use of any integrations or arising from the third party products and services. DRIVE CX can modify or cancel the integrations at any time without notice. For purposes of calculating downtime pursuant to Exhibit A, calculation does not include the unavailability of any integration or any third party products or services.
    4. Subscriber acknowledges the risk that information and the Content stored and transmitted electronically through the Service may be intercepted by third parties. Subscriber agrees to accept that risk and will not hold DRIVE CX liable for any loss, damage, or injury resulting from the interception of information. The Content is stored securely and encrypted. Only DRIVE CX with strict business reasons, may access and transfer the Content and only to provide Subscriber with the Service. DRIVE CX will make reasonable efforts to provide notice to Subscriber prior to such access and transfer. DRIVE CX’ actions will comply with its obligations under Sections 4 and 5 of this Agreement.
    5. The failure of either party to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later time.
    6. This Agreement constitutes the entire agreement between Authorized Users and DRIVE CX and governs Authorized Users use of the Service, superseding any prior agreements between Authorized Users and DRIVE CX (including, but not limited to, any prior versions of this agreement).
    7. DRIVE CX reserves the right to amend this Agreement. In the event of material changes to the Agreement, DRIVE CX will notify Subscribers, by email, or by other reasonable means of these changes prior to their enactment. Continued use of the Service by the Subscriber after reasonable notice will be considered acceptance of any new terms.
    8. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets provided the assignee has agreed to be bound by all of the terms of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect.
    9. Governing Law and Venue. This Agreement and your relationship with DRIVE CX shall be governed exclusively by, and will be enforced, construed, and interpreted exclusively in accordance with, the laws applicable in the province of British Columbia, Canada and shall be considered to have been made and accepted in British Columbia, Canada, without regard to its conflict of law provisions. All disputes under this Agreement will be resolved by the courts of British Columbia in Vancouver.
14. Support Services

    DRIVE CX will provide support services to assist Subscriber in resolving Errors (“Support Services”). Support Services do not include (a) physical installation or removal of the API and any Documentation; (b) visits to Subscriber’s site; (c) any electrical, mechanical or other work with hardware, accessories or other devices associated with the use of the Service; (d) any work with any third party equipment, software or services; (e) any professional services (“Professional Services”) associated with the Service, including, without limitation, any custom development, or data modeling.

    DRIVE CX will provide email and/or phone support as specified at support.drivebi.com, excluding DRIVE CX corporate holidays and national Canadian, and U.S. holidays except where noted.

Contact Info:

DRIVE CX Inc.
6995 Hycroft Road
West Vancouver, B.C., CANADA
V7W 2K6
http://www.drivebi.com/
support@drivebi.com
PHONE: 1-855-281-2005