Terms of Sale

Tyredating société par actions simplifiée, with its principal address at 31 rue de cuire, 69004 Lyon, registered under number 503 812 208 RCS Lyon (registered VAT number FR96503812208) (“Tyredating”) and contactable at support@yepgarage.com provides the YepGarage platform that allows you, as a company that sells tyres and provides associated services, (“You” or “Your”, as applicable) to create Your website.
By using Tyredating’s Service (defined below), You agree to these Terms of Sale (defined below). Please read them carefully.

 

1.    Definitions. As used in these Terms of Sale:

“Account” means the account that You are required to create on the Platform in order to be able to use the Service; “Terms of Sale” means collectively these Terms of Sale and any materials available on the Platform specifically incorporated by reference herein; “Customer Data” means any data, information or material provided or submitted by You to Tyredating in the course of using the Service, including but not limited to External Users’ Personal Data collected on the Site and processed by You; “Subscriptions” means subscription that You made to the Service by selecting an Offer and activating one (1) or more Point(s) of Sale on the Site; “External Users” means any person accessing the Site via the URLs pointing to the Site; “Internal Users” means Your employees, representatives, consultants, contractors, subcontractors, or agents who are authorized to use the Service and to whom You have supplied user identifications and passwords to use the Service; “Other Services” means third party products, applications, services, software, products, networks, systems, directories, websites, databases and information which the Service and/or the Site links to, or which You may connect to or enable in conjunction with the Service and/or the Site. For the avoidance of doubt, Other Services (such as payment solution services) may be ordered by You through the Platform; “Platform” means the YepGarage website made available to You by Tyredating at the following URL https://www.yepgarage.com/ in order for You to use the Service; “Point of Sale” means Your physical point(s) of sales to which the Site directs External Users; “Service” means the service provided by Tyredating allowing You to create the Site together with the services provided by Tyredating in relation to Your operation and exploitation of the Site, in accordance with Your Subscription; “Offer” means the offers proposed by Tyredating, the functionalities of which are described on the Platform; “Site” means (i) the website that You designed using the Service and which is made available to the public by Tyredating via the yepgarage.com sub-domain name(s) attributed to You by Tyredating, or (ii) via the domain name that You have notified to Tyredating. In the latter case, You shall be responsible for the registration of the domain name and its availability and will hold Tyredating harmless against any third party claim or request in relation thereto; “Site Content” means any services, information, material, trademark, brand, logo, links, and/or comments, regardless of what form such items take, which includes, but is not limited to, text, photo, video, audio, or code that You made available on the Site or allowed any third party to make available on the Site. For the avoidance of doubt, Site Content does not include Tyredating Content and the Services; “Subscription Term” means the period(s) during which (i) You and Internal Users are authorized to use the Service pursuant to a Subscription, (ii) You are authorized to operate and exploit the Site and (iii) External Users are authorized to access and use the Site; “Tyredating Content” means photos, catalogs, and any other material made available by Tyredating to You for use strictly in relation to the Services and/or the Site; “DPA” means the Data Protection Act 1998 as amended, including any regulations, directions, orders and guidance issued from time to time under or in connection with the DPA; “Data Protection Legislation” means the DPA up to and until 25 May 2018 and on and from 25 May 2018, any other UK or EU legislation or regulation relating to the processing of Personal Data (as defined in section 5(b) below) and data protection, or codes of practice that may from time to time be issued by the Information Commissioner or any amendments and re-enactments thereof, and any UK or EU legislation relating to the processing of Personal Data from time to time in force to the extent applicable to the activities contemplated under these Terms of Sale; “Information Commissioner” means the office charged with monitoring and enforcing the data protection regime in the United Kingdom.

 

2.    Account Creation

(a)    By creating an Account, You accept Tyredating’s offer to subscribe to the Service and commit to comply with these Terms of Sale. You shall be bound by these Terms of Sale until the effective date of termination of Your Subscription. You hereby thus represent and warrant that the person that creates Your Account has the legal power and authority to bind You. You shall provide all information requested on the Platform further to the creation of Your Account, including but not limited to Your representative’s name, title and contact details, Your incorporation name, Your registration number, the address of Your registered offices and Your invoicing information. All such information shall be complete and accurate and if required, promptly updated during the Subscription Term. If the information You have provided is fraudulent or otherwise incomplete or inaccurate, Tyredating reserves the right to terminate Your Subscription immediately, in addition to pursuing any other legal remedies against You. These Terms of Sale apply to the provision of the Service to the exclusion of any other terms that You may seek to impose or incorporate, or which are implied by trade, customer, practice or course of dealing.

(b)    Tyredating reserves the right to reject the creation of Your Account in its sole discretion for any reason it may deem valid.

(c)    Tyredating shall not be liable for any costs or losses sustained or incurred by You arising from directly or indirectly from termination of the Service or rejection of Your application to create an Account under this section 2.

 

3.    Service

(a)    Provision of the Service. Tyredating will make the Service and the Site available to You pursuant to these Terms of Sale during the Subscription Term. The Service shall be performed materially in accordance with the functions available as part of Your Subscription, which are described on the Platform and which may be updated from time to time, at Tyredating’s sole discretion. Any samples, descriptive matter or advertising issued by Tyredating, and any descriptions or illustrations contained on the Platform, are issued for the sole purpose of giving an approximate idea of the Service described on the Platform. They shall not form part of the Terms of Sale or have any contractual force. Please note that the Service is available for the forty (40) brands of tyres listed on the Platform. If You would like to feature an additional brand on Your Site, You may send a request to Tyredating via the Platform. Tyredating shall use commercially reasonable efforts to satisfy Your request but does not warrant or represent that such additional brand will be added to Your Site.

(b)    Subscription to an Offer.  Upon creation of Your Account, You shall subscribe to an Offer proposed by Tyredating. Depending on the Offer subscribed to, You may benefit from a free trial period for the duration notified to You on the Platform. At the expiration of this free trial period, Tyredating will notify You via the Platform that Your free trial period is coming to an end and unless You subscribe to an Offer, upon the expiration of Your free trial period Tyredating will stop providing You the Service and the Site will be deactivated. During Your Subscription Term, You may decide to change the Offer you have subscribed to. This change will be immediately effective, however the financial terms applicable to the new Offer that You have selected will only apply as from the commencement date of the next Subscription Term.

(c)    Subscription to Point(s) of Sale. Your Subscription to a Point of Sale will be deemed effective when You decide to make said Point of Sale visible on the Site. You may subscribe to one (1) or more Points of Sale, without maximum limitation. Newly subscribed Point(s) of Sale will immediately become visible on the Site but Tyredating will only start invoicing You for such newly subscribed Point(s) of Sale from the commencement date of the next Subscription Term. Un-subscription to a Point of Sale will become effective at the expiration of the then current Subscription Term.

 

4.    Your Responsibilities

(a)    Use of the Service and operation of the Site. You are responsible for the use of the Service, administration of the Site, compliance with the provisions of these Terms of Sale by Internal Users and External Users and for any and all activities that occur under Your account, as well as for all Customer Data. You shall: (i) notify Tyredating promptly of any unauthorized use of Your password or of Your Account or any other known or suspected breach of security; (ii) notify Tyredating promptly and use reasonable efforts to promptly stop any unauthorized use, copying, or distribution of the Service that is known or suspected by You or Your Internal Users; and (iii) not impersonate another Tyredating user or provide false identity information to gain access to or use the Service.

(b)    Compliance with applicable laws and regulations. You shall abide by all applicable national and foreign laws, treaties and regulations in connection with Your use of the Service and with Your operation and exploitation of the Site, including those related to consumer protection, warranties applicable to Your business activity, services and sales, data protection, privacy, electronic communications and the transmission of technical or Personal Data. Without limiting the foregoing, You are solely responsible for ensuring that (i) use of the Service to store and transmit Customer Data is compliant with all applicable laws and regulations, including making any necessary registrations with the Information Commissioner, and (ii) the Site’s privacy policy, cookies policy, terms of use, terms and conditions of sale as well as any other Site Content, comply with the requirements of applicable laws and regulations. In the event You decide to use the templates terms and conditions proposed by Tyredating for Your Site, You acknowledge that these terms are proposed as template terms and that Tyredating has not verified its compliance with applicable laws and regulations, including laws and regulations applicable to Your activity. Materials provided by Tyredating are not intended to constitute advice in any way. You should take independent legal advice and conduct your own research into the suitability of the template terms for the activities You will be carrying out and Your compliance with applicable laws, and shall hold Tyredating harmless against any claim in relation to Your compliance with applicable laws and regulations. All implied warranties and conditions are excluded, to the maximum extent permitted by applicable law. For the avoidance of doubt, Tyredating shall be considered as hosting provider of the Site within the meaning of the Electronic Commerce (EC Directive) Regulations 2002.

(c)    Site Content. You are entirely responsible for Site Content and any harm caused to You, Internal Users, External Users and third parties resulting therefrom. By using the Service, You represent and warrant that Site Content does not violate these Terms of Sale, any third parties’ rights (including but not limited to intellectual property rights), and/or any applicable laws and regulations.

(d)    Backup. You are entirely responsible of the backup of Your Customer Data and of the Site Content. In no event shall Tyredating be held liable for any (a) loss of data, or (b) loss of content.

(e)    Other Services. If You decide to enable, access or use Other Services be advised that Your access and use of such Other Services is governed solely by the terms and conditions of such Other Services, and Tyredating does not endorse, is not responsible or liable for, and makes no representations as to any aspect of such Other Services, including, without limitation, their content or the manner in which they handle data (including Customer Data) or any interaction between You and the provider of such Other Services. You irrevocably waive any claim against Tyredating with respect to such Other Services, including when Other Services are subscribed from the Platform. Tyredating is not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Other Services, or Your reliance on the privacy practices, data security processes or other policies of such Other Services. You may be required to register for or log into such Other Services on their respective websites via Your account. By enabling or accessing any Other Services You are expressly consenting to Tyredating disclosing Your login details as well as Customer Data as necessary to facilitate the use, access to or enablement of such Other Services.

(f)    Restrictions. In addition to complying with the other terms, conditions and restrictions set forth in these Terms of Sale, You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than authorized Internal Users in furtherance of Your internal business purposes as expressly permitted by these Terms of Sale; (b) modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks; (c) falsely imply any sponsorship or association with Tyredating, (d) use the Service and/or the Site in any unlawful manner, including but not limited to violation of any person’s privacy rights; (e) use the Service and/or the Site to send unsolicited or unauthorized bulk mail, junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (f) use the Service and/or the Site to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights; (g) use the Service and/or the Site in any manner that interferes with or disrupts the integrity or performance of the Services and its components; (h) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Service; (i) use the Service and/or the Site to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (j) use the Service and/or the Site to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; (k) attempt to use, or use the Service and/or the Site in violation of these Terms of Sale; and/or (l) except for Your own Site’s name and use, purchase keywords or other services of payment per click (such as Google AdWords) or domain names that use “yepgarage”, Tyredating’s trademarks (including “yepgarage”) or any variation of Tyredating’s trademarks.

In respect of the restrictions set out in this section 4(f), You shall procure the agreement of Internal Users and External Users to comply with the same.

 

5.    Customer Data and Personal Data

(a)    Customer Data. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability and protection of all Customer Data.

(b)    Personal Data processing. As used herein, “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.

(c)    To the extent Customer Data constitutes Personal Data, You hereby agree that You shall be deemed to be the data controller and Tyredating shall be deemed to be the data processor, acting solely under Your instructions as set forth herein, and as those terms are understood under the DPA. In respect of processing of Personal Data for which You are data controller, You represent and warrant that You have filed all required declarations with and obtained all relevant authorizations and registrations from the Information Commissioner.

(d)    In providing the Service, Tyredating may engage entities within the Tyredating’s group and other authorized service providers, to process Customer Data, including and without limitation, any associated Personal Data pursuant to these Terms of Sale, within the European Economic Area (the “EEA”). Under no circumstances will Tyredating be deemed a data controller with respect to Customer Data under the Data Protection Legislation.

(e)    Tyredating shall maintain reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Customer Data.

(f)    You agree that Tyredating and the service providers that Tyredating utilizes to assist in providing the Service to You shall have the right to access Your account and to use, modify, reproduce, distribute, display and disclose Customer Data to the extent necessary to provide the Service, including, without limitation, in response to Your support requests. Any third party service providers Tyredating utilizes will only be given access to Your account and Customer Data as is reasonably necessary to provide the Service and will be subject to (a) confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in Section 8; (b) their compliance with reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Personal Data; and (c) their agreement to comply with the data transfer restrictions applicable to Personal Data as set forth in Section 5(h).

(g)    In addition to Customer Data, Tyredating collects certain information (which may include Personal Data) about You and Internal Users as well as Your and their respective devices, computers and use of the Service. Tyredating uses, discloses, and protects this information as described in Tyredating’s privacy policy, the then-current version of which is available at https://www.yepgarage.com/en/privacy-cookies-policy/.

(h)    Unless otherwise specifically agreed to by Tyredating, Customer Data may be hosted or otherwise processed by Tyredating or Tyredating’s authorized service partners in the U.S., the EEA or other locations around the world. Tyredating will ensure to the extent that any Customer Data constitutes Personal Data that if Customer Data is transferred to a country or territory outside of the EEA (a “non-EEA country”), such transfer will only take place in compliance with the Data Protection Legislation.

 

6.    Intellectual Property.

(a)    Services and Site. Tyredating alone (and its licensors, where applicable) shall own all rights, title and interest in and to the Service, the Tyredating Content, the Site and any modification, enhancement and/or changes thereto. These Terms of Sale do not convey to You any rights of ownership in or related to the Service or the Site. The Tyredating name, the Tyredating logo, and the product names associated with the Service or the Site are trademarks of Tyredating or third parties, and no right or license is granted to use them. All rights not expressly granted to You are reserved by Tyredating and its licensors.

(b)    Site Content. By using the Services, You grant Tyredating a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Site Content solely for the purpose of publicly displaying Your Site on the Internet and of advertising the Service and the Platform. If you delete Site Content, Tyredating will use reasonable efforts to remove it from Your Site, but you acknowledge that caching or references to the Site Content may not be made immediately unavailable.

(c)    Tyredating Content. You may decide to use Tyredating Content on the Site. In such case and subject to the conditions applicable thereto, Tyredating grants You a worldwide, non-transferable, non-exclusive, revocable license to use and reproduce Tyredating Content to the extent and for the sole purposes of Your use of the Services and Your operation and exploitation of the Site in accordance with these Terms of Sale and for the duration of Your Subscription. Any referencing or indexation of Tyredating Content is strictly prohibited.

(d)    Domain names. Tyredating may at any time change the domain name “yepgarage.com”. In such case, Your Site will be automatically migrated to the new sub-domain chosen by Tyredating. You hereby accept such migration as well as all associated risks, including but not limited to degradation of the Site’s referencing. Tyredating shall in no event be liable for any loss or damage resulting therefrom.

 

7.    Invoicing and Payment of Fees

(a)    Fees. Tyredating charges and collects in advance the fees set out in Tyredating’s financial terms applicable to the Service available at https://www.yepgarage.com/en/compare-subscriptions. Please note that promotional offers or reductions that You may benefit from are only applicable for the period specified on the Platform and that Tyredating will automatically apply the standard fee at the expiration of such period. You agree to pay Tyredating in the currency specified on the Platform and if no currency is specified, payment shall be in Pound Sterling. Tyredating’s fees are exclusive of amounts in respect of value added tax chargeable for the time being (“VAT”). Where any taxable supply for VAT purposes is made under these Terms of Sale by Tyredating to You, You shall, on receipt of a valid VAT invoice from Tyredating, pay to Tyredating such additional amounts in respect of VAT as are chargeable on the provision of the Service at the same time as payment is due for the Service.

(b)    Payment terms. All payment obligations are non-cancellable and all amounts paid are nonrefundable except as otherwise specified in these Terms of Sale. Tyredating will issue a monthly invoice that You may download from Your Account. Payments shall be made from Your bank account via wire transfer or via online card payment order at the date of Your Subscription and each month thereafter.

(c)    Interest on late payments. If You fail to make any payment due to Tyredating under these Terms of Sale, then You shall pay interest on the overdue amount at the rate of eight (8%) per cent per annum above the base rate of the Bank of England from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. You shall pay the interest together with the overdue amount. In addition, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998, any late payment will give rise to the payment by You of the reasonable costs incurred by Tyredating in recovering the debt. In case of late payment, Tyredating may, without limiting its other rights and remedies, suspend the provision of Service until such invoice is paid in full.

 

8.    Confidentiality

(a)    As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed 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, including the terms and conditions of these Terms of Sale, the Customer Data, the Service, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information (except for Customer Data) shall not include any information that: (i) the Disclosing Party has given its specific prior written permission to the disclosure of, (ii) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (iii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iv) was independently developed by the Receiving Party without either use of the Confidential Information or breach of any obligation owed to the Disclosing Party; or (v) is received from a third party without breach of any obligation owed to the Disclosing Party.

(b)    The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms of Sale, except with the Disclosing Party’s prior written permission. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).

(c)    If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure, and any information so disclosed shall continue to be treated as Confidential Information for all other purposes.

(d)    Notwithstanding the foregoing, Tyredating may use and report on Customer Data and other data and metrics related to Your use of the Service in an aggregate and anonymous manner to support benchmarking or similar features of the Service (“Authorized Use”) provided such Authorized Use does not result in disclosure of Your Confidential Information. You hereby agree that Tyredating may transfer the products’ prices appearing on the Site to Tyredating’s third party service providers for the sole purpose of performance of the Service.

(e)    The confidentiality obligations set forth herein shall remain valid for the entire duration of Your Subscription and for a period of two (2) years after its expiration or termination, regardless of the cause for such termination.

 

9.    Modifications of the Terms of Sale, of the Service and/or of the fees

Tyredating reserves the right to change, modify and/or adapt these Terms of Sale, the content of the Service and/or the fees applicable to Your Subscription at any time, in the future. Tyredating will inform You of any substantial modification or adaptation by sending You a notification by email. Your continued access and use of the Service after any such notification will be deemed as Your acceptance of notified change, modification and/or adaptation. If You disagree with any change, modification or adaptation of the Terms of Sale, the content of the Service and/or the fees applicable to Your Subscription, You may terminate Your Subscription in accordance with the procedure set forth in Section 10.

 

10.    Term; Termination, Survival.

(a)    The initial Subscription Term includes the free trial period, if applicable, and a period of one (1) month thereafter. Your Subscription shall be thereafter automatically renewed for successive Subscription Terms of one (1) month, unless You terminate Your Subscription by clicking the ‘Cancel’ button on the Service, available at https://admin.yepgarage.com/admin/#/subscription.

(b)    You may terminate Your Subscription upon fifteen (15) days’  prior written notice sent to Tyredating by registered post by reason of Tyredating’s material breach of its obligations under these Terms of Sale, if such material breach remains uncured at the expiration of this fifteen (15) days’ notification period. Upon any termination for cause by You, Tyredating shall refund any prepaid fees covering the remainder of the Subscription Term after the effective date of termination. Termination shall not relieve You of the obligation to pay any fees accrued or payable to Tyredating prior to the effective date of termination.

(c)    Tyredating may terminate Your Subscription for convenience or for breach of any of Your obligations under these Terms of Sale at any time immediately upon prior written notice sent to You by registered post. Upon such termination, You shall not be entitled to any refund of prepaid fees.

(d)    At the effective date of termination of Your Subscription, You will have no further access to the Services and Tyredating will stop making the Site available to the public. Tyredating shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data upon the next general maintenance operation on its systems, which will occur no later than six (6) months after the effective date of termination of Your Subscription, whatever the cause is.

(e)    Upon termination of Your Subscription, Sections 7, 8, 10, 11, 12, 13, and 16 of these Terms of Sale shall survive.

(f)    Suspension. Tyredating reserves the right to modify, suspend or terminate the Service (or any part thereof), Your or Internal Users’ rights to access and use the Services and the Site, and remove, disable and discard any Customer Data and the Site if Tyredating believe that You, Your Internal Users or External Users have violated these Terms of Sale. In such case, Tyredating shall have no obligation to provide a refund of any amounts previously paid. Unless legally prohibited from doing so, Tyredating shall use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. Tyredating shall not be liable to You, Internal Users, External Users or any other third party for any such modification, suspension or discontinuation of Your rights to access and use the Service and the Site. Any suspected fraudulent, abusive, or illegal activity by You, Internal Users, or External Users may be referred to law enforcement authorities at Tyredating’s sole discretion.

 

11.    Indemnification.

(a)    Tyredating shall defend, indemnify and hold You harmless against any expense, liability, loss, damage or costs (including reasonable legal fees), each to the extent payable to a third party, incurred in connection with claims, demands, actions, or proceedings (“Claims”) made or brought against You by a third party alleging that the Service as provided hereunder infringes any copyright or other intellectual property right of such third party. Notwithstanding the foregoing, if Tyredating reasonably believes that Your use of any portion of the Service is likely to be affected by reason of any Claims then Tyredating may, at its expense and in its sole discretion: (i) procure for You the right to continue using the affected Service; (ii) replace the affected Service with other services of equivalent functions and efficiency that is not subject to any Claims of infringement; and/or (iii) modify the affected Service so that there is no longer any infringement, provided that such modification does not adversely affect the functional capabilities of the Service as set out herein. If, in Tyredating’s opinion, (i), (ii), and (iii) above are infeasible or commercially impracticable, Tyredating may, in its reasonable discretion, terminate the applicable Service and refund to You the fees paid by You for the proportion of the Service period that was paid for by You but not rendered by Tyredating. The foregoing indemnification obligation of Tyredating shall not apply: (1) if the Service is modified by any party other than Tyredating, but solely to the extent the alleged infringement is caused by such modification; (2) the Service is combined with other non-Tyredating products, applications, or processes not authorized by Tyredating, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorized use of the Service; (4) to any third party deliverables or components contained within the Service that are not provided by Tyredating; or (5) to any Claims arising as a result of the content of the Customer Data. This section sets forth Tyredating’s sole liability and Your sole and exclusive remedy with respect to any claim of intellectual property infringement.

(b)    You shall defend, indemnify and hold Tyredating harmless against any expense, liability, loss, damage or costs (including reasonable legal fees) incurred in connection with regulatory or judicial authorities’ sanctions or fines imposed on Tyredating and/or Claims made or brought against Tyredating by a third party arising from or relating to (i) Your use of the Customer Data, (ii) the Site Content, (iii) Your use and operation of the Site; (iv) the availability of the domain name of the Site and/or (v) a dispute between You and any third party (including but not limited to External Users) arising from Your use of the Service and/or of the Site to exchange information with, conduct business with, provide services to or sale products to such third parties.

(c)    Each party’s indemnity obligations are subject to the following: (i) the indemnified party shall promptly notify the indemnifying party in writing of any Claims; (ii) the indemnifying party shall have sole control of the defence and all related settlement negotiations with respect to any Claims (provided that the indemnifying party may not settle any Claims that requires the indemnified party to admit any civil or criminal liability or incur any financial obligation without the indemnified party’s consent, with such consent not be unreasonably withheld); and (iii) the indemnified party shall cooperate fully to the extent necessary at the indemnifying party’s cost in such defence and settlement. By way of exception, Your indemnity obligations in relation to regulatory or judicial authorities’ sanctions or fines imposed on Tyredating is solely subject to prompt notification in writing by Tyredating of any such sanction or fine.

 

12.    Disclaimer of warranties

Except as expressly set forth herein, Tyredating and its licensors make no representation, warranty, or guarantee as to the reliability, continuity, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service and of the Site. The template terms of use and privacy policy that Tyredating provides on the Platform are solely made available to help You draft terms of use and a privacy policy for Your Site. Tyredating make no representation, warranty, or guarantee as to compliance of such templates with applicable laws. Materials provided by Tyredating are not intended to constitute advice in any way. You should take independent legal advice and conduct your own research into the suitability of the template terms for the activities You will be carrying out and your compliance with applicable laws, and shall hold Tyredating harmless against any claim in relation to Your compliance with applicable laws and regulations. All implied warranties and conditions are excluded, to the maximum extent permitted by applicable law. Except as expressly set forth herein, the Service, the Site and all associated content are provided to you strictly on an “as is” basis. To the extent permitted by applicable laws. Tyredating accepts no liability to You or any other party for any losses or damages whatsoever or howsoever arising in connection with Your use of the template terms of use and privacy policy.

 

13.    Limitation of liability

In no event shall Tyredating’s  total liability to You, whether in contract, tort (including negligence) for breach of statutory duty or otherwise, arising out of or  in connection with these Terms of Sale exceed the an amount equivalent to one hundred per cent (100%) of the amounts actually paid by You to Tyredating in connection with Your Subscription during the twelve (12) month period immediately preceding the event giving rise to such liability under these Terms of Sale.
In no event shall Tyredating and/or its licensors be liable to You, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with these Terms of Sale, Your Subscription, the Service or the Site, for:
(a) loss of data;
(b) loss of revenue;
(c) loss of profits;
(d) loss of use;
(e) any indirect or consequential loss; and
(f) loss of any other economic advantage.

The limitations to Tyredating’s liability in this section 13 shall not apply to Tyredating’s liability for
(a) liability arising under Section 11 (Indemnification);
(b) death or personal injury caused by Tyredating’s negligence, or the negligence of Tyredating’s employees, agents or subcontractors;
(c) fraud or fraudulent negligence; or
(d) any other liability with cannot be limited or excluded by applicable law.

 

14.    Notice

Except as provided elsewhere in these Terms of Sale, either party may give notice by written communication sent by registered letter upon receipt to: (i) if to You, Your address on record in Tyredating’s account information or (ii) if to Tyredating, 31 rue de Cuire 69004 Lyon.

 

15.    Assignment

You may not, directly or indirectly, by operation of law or otherwise, assign or transfer all or any part of Your rights under these Terms of Sale or delegate performance of Your duties under these Terms of Sale without Tyredating’s prior consent, with such consent not to be unreasonably withheld. Tyredating may, without Your consent, assign or transfer Your Subscription to any member of Tyredating’s group or in connection with any merger or change of control of Tyredating or the sale of all or substantially all of Tyredating’s assets provided that any such successor agrees to fulfill its obligations pursuant to these Terms of Sale.
16.    Miscellaneous

(a)    The Service is provided by Tyredating on a non-exclusive basis.

(b)    These Terms of Sale shall be governed by the laws of England and Wales, without regard to the choice or conflicts of law provisions of any jurisdiction and without regard to the United Nations Convention on the International Sale of Goods . Any disputes, actions, claims or causes of action arising out of or in connection with these Terms of Sale or the Service shall be subject to the exclusive jurisdiction of the courts of England and Wales.

(c)    These Terms of Sale as amended from time to time pursuant to Section 9 comprise the entire agreement between You and Tyredating and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. No text or information set forth on any other purchase order, preprinted form or document shall add to or vary the terms and conditions of these Terms of Sale. You shall not be entitled to any remedies in respect of any agreement, warranty, statement, representation, understanding or undertaking that is not expressly set out in these Terms of Sale. You agree that You shall have no claim for innocent or negligent misrepresentation based on any statement included in these Terms of Sale.

(d)    If any provision of these Terms of Sale is held by a court of competent jurisdiction to be invalid, illegal or unenforceable, then such provision(s) shall be modified to the minimum extent necessary to make it legal, valid 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 section 16(d) shall not affect the legality, validity and enforceability of the rest of the provisions in these Terms of Sale.

(e)    No joint venture, partnership, employment, or agency relationship exists between You and Tyredating as a result of these Terms of Sale or use of the Service.

(f)    The delay or failure of a party to enforce any right or provision in these Terms of Sale shall not constitute a waiver of such right or provision.

(g)    No one other than a party to these Terms of Sale shall have any right to enforce any of its provisions.

 

Last updated on February 2017.