These Terms govern the use of the DILIZY Management System (hereinafter – “ DILIZY” ) and constitute an Agreement between Customers and DILIZY.

“Customer” (here reffered to as “You”, “Your”) means the entity on behalf of which this Agreement is accepted or when doesn’t apply, the individual accepting this Agreement.

“DILIZY” (here reffered to as “We” “Us”, “Our”) also means LUXSTEEL OÜ the legal entity that owns and/or operates the DILIZY , established and registered under the laws of Estonia with registered number 12178223 and registered address: Graniidi 1, 10413 Tallinn, Estonia.

When using service provided by DILIZY, you're agreeing to these Terms and Data Processing Addendum (collectively “Agreement”).

By clicking on the “Accept” button (or similar button or checkbox) that is presented to you during an account creation process, you confirm that you have read and accepted this Terms and agree to be bound by this Agreement. If you did not familiarize yourself with these Terms and/or don’t agree to all the terms hereunder, you may not use or access the services by DILIZY.

If you're using DILIZY for or on behalf of a business entity, you're agreeing to this Agreement on behalf of that business entity, and you represent and warrant that you are authorized to do so.

DEFINITIONS.

DILIZY Management System means platform as service that enables user to manage a vehicle sales and provision of the supporting services;

System zarządzania dealerami means a DILIZY subsystem that enables the creation and management of Dealer account to facilitate the sale and advertisement of vehicles;

Service Provider Management System - means a DILIZY subsystem that enables the creation and management of Provider account to facilitate the provision and advertisement of car delivery services and other related to the car dealership services, such as detailing, inspections, or repair services;

Dealer refers to a user who is registered within the Dealer Management System. This individual or entity is authorized to advertise and sell motor vehicles, execute sales transactions, arrange and facilitate the delivery of sold vehicles, as well as provision of other related to the car dealership services;

Provider refers to a user who is registered within the Service Provider Management System. This individual or entity is authorized to advertise and provide car delivery services and other related to the car dealership services, such as detailing, inspections, or repair services;

Vehicle documentation means the official papers and records associated with a particular vehicle. These documents typically confirm ownership, registration, insurance validity, and compliance with safety and maintenance standards. Vehicle documentation may also include other records necessary for purchase and delivery, such as bills of sale, inspection reports, and customs documents, as well as any other documents required by applicable law or regulation.

Website means a web page created by the Dealer within the Dealer Management System to facilitate sales and advertisement of the vehicles;

Website User means visitors and/or registers users of the Website.

I. OVERVIEW

YOU can create an account with DILIZY as a “Dealer ” to operate, organize and manage motor vehicle sales deals and you can create an account as a “Provider” to offer supporting services to the car sellers and buyers.

WE merely provide and support the platform for managing motor vehicle sales deals where information and messages in the form of databases are exchanged between customers to arrange motor vehicle trade and provision of the services related to the car dealership, such as but not limited to delivery, detailing, inspections, or repair services.

WE do not influence the content of the advertisements and are not ourself the seller of the motor vehicles listed or provider of the supporting services.

In case, we offer vehicles for sale directly, we will be clearly identified as the seller in the respective advertisements. This purchase shall be regulated by separate contracts between US and respective buyers. Unless explicitly provided otherwise in a separate contract, these Terms do not apply to such purchases and the advertisements created as part of them.

WE are not involved in the relationship between the sellers/buyers, service providers and all other interested parties as a party or as a representative of a party.

All and any contracts initiated as a result of an advertisement or inquiry placed via the DILIZY are concluded and fulfilled without OUR involvement in whatever capacity.

II. YOUR ACCOUNT

1. To create an account and register with DILIZY, You must:

• Submit required information through the registration form

• Accept these Terms and confirm You have read the Privacy Policy by clicking the corresponding option in the registration form.

WE may require you to provide identification, such as a government-issued ID card or other official document, to verify your identity.

WE may request the submission of a commercial register and/or trade register extract and other documents and information that appear necessary or appropriate for the registration or maintenance of the contractual relationship, including the vehicle documentation for listed and sold vehicles as well as vehicles used by the Provider.

You grant and warrant that the submitted information is complete and truthful. If the provided data changes after registration, YOU should update the information in the account accordingly. YOU must check the accuracy of the data provided when registering for the first time and each time there are changes.

Only duly registered legal entities and natural persons with full legal capacity and of legal age (18 years old and older) are permitted to register. Natural persons under the age of 18 (minors) are not allowed to register.

2. By submitting requested data, YOU offer to conclude an Agreement for the use of the DILIZY, subject to these Terms. WE shall decide whether to accept the offer at our discretion. The offer is deemed accepted and the Agreement is concluded when YOU get access to the personal account.

3. WE will delete an account if it has not been active for 3 (three) years straight. WE shall send a warning about the deletion of the account 60 (sixty) days in advance.

4. YOU are responsible for keeping the password and access data secret and secure. Remember to immediately notify US about the loss of access data or possession of the user ID or password and access to data by third parties.

YOU are generally liable for all activities carried out using access data, especially, for all activities of individual users, if there are multiple accesses to the account. YOU are not liable for the misuse of the access data in case there is no violation of the existing duty of care on YOUR part.

5. YOU are responsible for archiving information that can be viewed via DILIZY and stored by DILIZY and that YOU may require for the purposes of securing evidence, accounting or other purposes on a storage medium that is independent of DILIZY.

III. SERVICES

1. Some services are subject to fees. WE offers different subscription plans. Each subscription plan includes different set of the services. YOU can choose the subscription plan to fit your requirements. 2. We offer  the following services to the Dealer: setting up a website to sell motor vehicles and offer related services directly to the buyers; placing relevant advertisements on the website; creation of purchase requests; conducting auctions; submitting purchase requests and offers to participate in auctions; searching in the database; communication with the buyer via chat to initiate and finalise the purchase transaction; hosting and managing the customers’ accounts within the website; creation and publishing requests for supportive services (car wash, product delivery, insurance services etc.); promotion and advertising services; setting up separate user accounts for employees or other natural persons who have the right to conclude sales transactions in DILIZY on YOUR behalf on contractual or legal basis; aggregated data, in particular, analysis data (e.g. number of parking spaces, views or inquiries) on their advertisements; checking the technical data of the vehicle and the history of inspection and operations based on the expanded request of the vehicle data of the Transport Authority, etc., mediated by the DILIZY; rating of Providers. This list of the services is not exhausting and can be modified based on the chosen subscription plan.

We offer different subscription plans to Dealers, each with varying levels of access to our services, features, and usage limits. The specific details of each plan, including pricing, billing frequency, and available features, are described on our website at [link to pricing page ]. In the event of any conflict between the terms of a specific subscription plan and these Terms of Use, the terms of the specific subscription plan shall govern. By subscribing to a plan, you agree to the terms and conditions specific to that plan, as well as these Terms of Use

3. We offer following services to the Providers: setting up an account with the description of the services YOU are offering; access to the Dealers’ requests for the supporting services (car wash, product delivery, insurance services etc.); ability to reply to the service requests with YOUR offers; communication with the sellers via chat to initiate and complete the service provision; setting up separate user accounts for employees or other natural persons who have the right to conclude transactions in DILIZY on YOUR behalf on contractual or legal basis. This list of the services is not exhausting and can be modified based on the chosen subscription plan.

We offer different subscription plans to Providers, each with varying levels of access to our services, features, and usage limits. The specific details of each plan, including pricing, billing frequency, and available features, are described on our website at https://www.dilizy.ai/ .  In the event of any conflict between the terms of a specific subscription plan and these Terms of Use, the terms of the specific subscription plan shall govern. By subscribing to a plan, you agree to the terms and conditions specific to that plan, as well as these Terms of Use.

4. Features, qualities and volume of the services depend on the chosen subscription plan.  As, a Dealer, YOU can place as many advertisements as YOU like on your website and in the DILIZY database. However, WE reserve the right to limit the daily number of advertisement placements if necessary for technical capacity reasons.

5. DILIZY publishes and promotes the advertisements placed by YOU by itself and through third parties (in particular other platforms, including social networks), for example by integrating advertisements or parts of it to other platforms, websites, in different software applications ("apps"), in emails to increase the reach. Please note , DILIZY will not create an account for YOU with the third party platforms, will not represent YOU in any way in a relationships with the third party platforms during the advertisement campaigns. To utilize this service, you must have pre-existing registered accounts with the relevant third-party platforms.

6. DILIZY may use artificial intelligence (AI) to improve our services. This may include analyzing data and customers’ behaviour, generating personalized content, or providing automated customer support etc.  Please note, that AI technology does not always provide accurate and complete information. We will make sure to minimize errors and biases that can occur while using AI technology. We will use AI technology along with the human oversigt when applicable and will not use AI technology when decision making is required.

7. You may upload and post content to the website that was created and published while using DILIZY (Website). Content may include without limitation text, photos, images, music, audio, videos, fonts, logos and any other materials (“Content"). You remain the owner of all rights to the Content, except for the limited rights that enable US to provide, improve, promote and protect the services as described in this Agreement.

8. To the fullest extent permitted by applicable law, DILIZY makes no warranties, either express or implied, about the services provided. The Services are provided “as is” and “as available.” DILIZY also disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. DILIZY makes no warranty or representation that the services will: (a) be timely, uninterrupted or error-free; (b) meet your requirements or expectations; or (c) be free from viruses or other harmful components.

IV. YOUR RESPONSIBILITIES

1. You represent and warrant that your use of the services is in compliance with applicable laws, including without limitation applicable Advertisement laws and Consumer protection laws and regulations.

2. You must comply with our internal policies, incorporated here by reference

3. You represent and warrant that you own all rights to the Content or otherwise have (and will continue to have) all rights and permissions necessary to use, share, display, transfer and license your Content via DILIZY and your Website.

4. You are solely responsible (a) for your Website and its visitors, customers (Users) (b) for providing products, services and support to your Users; (c) for compliance with any laws or regulations related to the Website, services provided, goods sold and/or your Users. We are not liable for, and won’t provide you with any legal advice regarding your Website or your Users.

5. You agree and warrant that when using Website you are solely responsible for complying with applicable data protection and privacy laws and regulations ( including the EU General Data Protection Regulation and the Directive on privacy and electronic communications), including any notice and consent requirements. This includes without limitation the collection and processing by you of any personal data, when you use Website and other services to send marketing and other electronic communications to individuals and when using cookies and similar technologies on Website. To ensure the above YOU must (a) provide and make available to your Users on the Website a legally compliant privacy policy (b) provide and make available to your Users on your Website a legally compliant cookie policy.

6. You must obtain clear and informed consent from each User before processing their personal data. This consent should be specific to the types of data being collected and the purposes for which it will be used.

7. You must obtain and capture valid consent, both for you and us, for any cookies or similar technologies used on or through Website.

V. DATA PROTECTION

1. By using DILIZY, YOU confirm that you have read and understood our Privacy Policy. However, it is not a contractual document and does not form part of this Agreement and WE may change it from time to time.

2. Data Processing Addendum forms part of this Agreement.

3. You undertake to process and use personal data from other users and customers, received as a part of the service provision (for example, data received through the messaging application feature), only for processing and answering the respective requests. Any further use of this data may only take place if the legal requirements are met and after obtaining the necessary consent(s) from the person concerned.

4. Because of service provision, WE have access to various information about customers, including personal data. This includes information that you enter and transmit to DILIZY  via a technical interface to obtain the services and create advertisement, such as contact information and information about the vehicles advertised, including the vehicle identification number (VIN)) as well as information that is generated while using DILIZY (e.g. ratings, analyses, communication).

5. You receive information required for the service provision to the account and certain data (such as advertisement data, messages and contact information of a prospective buyers) to be received via technical interfaces. You have access to information in your accounts (in particular contact details, company data and vehicle inventory).

6. DILIZY transfers the information from its databases to third parties or provides third parties with access to this information via the technical interface, if necessary for service provision.  DILIZY is entitled to pass the information to third parties when legally and contractually obligated.

7. We will delete the data provided by the respective customer or generated through their use of the DILIZY from their account after account termination.

However, we will retain this information after the contract or account termination if legally obliged to do so or has a legitimate interest in doing so. Aggregated data generated using the data provided by the customer (e.g. statistics on ad views in a category) will generally continue to be retained after the end of the contract and account termination. DILIZY may store and utilize depersonalized or aggregated user data for analytical, statistical, and marketing purposes without time limitations. All data processing adheres to applicable data privacy regulations. We provides information about the processing of personal data, including the transmission to third parties and the rights of the data subject, in the Privacy Policy .

8. By sending the vehicle identification number (VIN) of the advertised or managed vehicles as part of using the services (e.g. when creating or automatically transmitting an advertisement), You grant DILIZY the right to permanently save the VIN and to use it for analysis purposes and to improve the services (increasing the quality of the advertisements, transparency, fraud prevention) and to transmit it for these purposes to third parties for the clear identification of the vehicle. You may send only valid VIN in a standard format.

9. We provide certain features to ensure compliance with Anti-Money Laundering (AML) policies for our Users. To this end, we may take necessary actions, including storing information about financial transactions, communication history with the parties to the transaction, and information about the parties themselves. This data may include, but is not limited to, personal and contact details of the parties to the transaction, transaction details, relevant documents, and other information related to the fulfilment of AML requirements.

The collected data is stored to the extent necessary to comply with legal requirements and may be used for analysis and monitoring of compliance with legislation, as well as for fulfilling obligations related to AML.

VI. SUBSCRIPTION FEES AND BILLING PROCEDURE.

1. Subscription fees are payable monthly, in advance, covering the following month's service. To ensure uninterrupted service, we will automatically bill you from the date you submit your initial payment and on each renewal period. Your billable renewal period will be one (1) month. We will automatically charge you the applicable amount and by agreeing to this Agreement, you authorize us to do this. We will let you know in advance if chosen subscription plan includes auto-renewal payments.

2. The subscription fees are calculated based on the chosen subscription plan and following the relevant Price List. In case, the subscription plans change, YOU will be automatically switched to the updated plan unless you cancel your subscription before the start of the next billing cycle. You will be prior notified about the planned update of the subscription plan.

3. Billing is carried out exclusively electronically using the direct debit procedure. DILIZY uses third party payment processors to bill you through a payment account linked to your account. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to this Agreement.

4. DILIZY reserves the right to charge a commission on transactions conducted through the platform. This commission, calculated as a percentage of the transaction amount, applies to services such as vehicle delivery, related services, and others. The commission fee is added to the fixed subscription price. A minimum fixed fee may apply to low-value transactions, regardless of the percentage-based fee.

5. DILIZY reserves the right to introduce new paid services and determine their associated costs. You will be prior notified of any such new services through the platform. The use of these new services will constitute acceptance of the relevant terms and conditions and payment obligations. You can refuse new services by cancelling a subscription.

6. In case you decline, chargeback or otherwise reverse the charge of any payable fees to us, we may automatically terminate your account. We reserve our right to dispute any chargeback or declined payment.

7. You may cancel subscription at any time. However, please note, we will not issue a refund for already covered billing period, except in our sole discretion, or if legally required.

VII. CHANGES TO THE TERMS

1. We may propose changes to these Terms with a reasonable period of notice, which may not be less than 15 (fifteen) days. The changed conditions will be made available to you through e-mail at least 15(fifteen) days before they come into effect. The changes is deemed accepted unless you object to accept changes in writing form not later than within 15 days of notification.

If you do not agree with the changes, you have the right to terminate the contract without notice and free of charge until the proposed date of the changes coming into effect.

DILIZY will emphasize in the change notice that you have the right to reject proposed changes, the deadline for doing so and the possibility of termination.

The changed Terms will also be published on the website right away.

2. We may change subscription fees at any time. We will provide you with advance notice of these fees changes. New fees will not apply retroactively. If you don't agree with the fees changes, you have the right to reject the change by cancelling the applicable subscription plan before your next payment date.

VIII. DISPLAY OF THE ADVERTISEMENTS, SEARCH, REVIEWS.

1. On the Website the search results are sorted according to various criteria (e.g. vehicle model), which customers can select and change themselves on the search results page. If customer does not make a selection, the order of the search results in the standard sorting is based on the following parameters, among others: (a) search query and previous searches as well as advertisements viewed; (b) location or delivery location of the vehicle, condition of the vehicle, mileage, price, consumption, equipment, color, car brand.

At the top of the search results, advertisements are displayed that are the best match to both the search query and the searches and advertisements viewed by the respective customer so far and therefore have the greatest relevance for the particular customer.

2.  Depending on the subscription plan, Provider might submit the review of the Dealer. As a Dealer, You can respond to each review. Such reviews are displayed in connection with the advertisements and the service requests as well as with other appearances on the platform while using services, without an option to deactivate them. Potentially, reviews can impact how you are perceived by the customers and buyers. Providers can only submit reviews for Dealers with whom they have concluded an agreement within the DILIZY platform.

3. Depending on the subscription plan, Dealer might submit the review of the Provider. As a Provider, You can respond to each review. Such reviews are displayed in connection with your reply to the service request from seller as well as with other appearances on the platform while using services, without an option to deactivate them. Potentially, these reviews can influence whether sellers respond to your service offers or not. However, reviews are not the only deciding factor. Dealers can only submit reviews for Providers with whom they have concluded an agreement within the DILIZY platform.

4. You should not misuse the review system by positively influences your own evaluation results or those of other users by (a) creating or commissioning evaluations, by disseminating false information, by granting special conditions or other incentives or by threatening or similarly influencing other users, (b)negatively influences the evaluation results of other participants through self-created or commissioned evaluations, through dissemination of false information or through threats or similar influences on users.

5. DILIZY just provides the technical requirements for transmitting information (reviews and responses) and has no influence on the content of the reviews.  DILIZY reserves the right to moderate submitted reviews including the right to delete the review in case it violates these Terms or other policies without a prior notification or consent from a reviewer.

6. In case, you think that review violates legal requirements and these Terms, you can report the review to DILIZY as part of the reporting process in accordance with Section IX of these Terms. You should do your best to help clarify the matter. You will need to provide certain information to support the claim about the alleged violation, and answer any further inquiries regarding the matter at DILIZY request.

7. If You would like to ask a customer for a review by sending a review request, this is only permitted if you previously had a personal service experience with this customer and have previously obtained an explicit consent from the respective customer to receive the review request . If a third party takes action against DILIZY due to a lack of consent, you will release DILIZY from these claims in accordance with Section XI of these Terms.

X. COPYRIGHT AND INTELLECTUAL PROPERTY

1. All data, information, company logos, texts, programs and images of the advertisements and other content posted with DILIZY (including ratings and responses as part of the rating system) may be subject to copyright. Therefore the modification, further processing and use in media of any kind of copyrighted materials by third parties is not permitted. Please don't copy, upload, download or share content unless you have the right to do so. Your rights as the copyright holder shall remain unaffected as well.

2. If we use your Content in the ways described in this Agreement, you represent and warrant that such use will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights.

3. You agree sublicense to DILIZY the right to use the content submitted by you for the purpose of providing, advertising and increasing the reach of the advertisements online, in particular to make the content publicly accessible within DILIZY and on third-party platforms and to store, reproduce, distribute, combine with other content and (technically) edit it for these purposes and to use the (combined or edited) content to the extent stated above. We will under no circumstances change the content statements and information provided by you in the advertisement. Your Content may be automatically translated for the purposes stated here with regard to foreign websites and apps.

XI. CUSTOMER SERVICE AND INTERNAL MANAGEMENT SYSTEM.

1. You have the right to submit requests and complaints to DILIZY customer service free of charge via request form in your account or to this e-mail: gdpr@dilizy.ai.

You can submit complaints on the following grounds: (i) alleged non-compliance with the legal provisions applicable to DILIZY, (ii) technical problems that are directly related to the provision of the service (iii) measures taken by us or our behaviour that directly affects the provision of service or relates to the provision of services.

2. You are entitled to file the complaint against DILIZY decisions (i) to remove reported information (ii) block or restrict your access to reported information, (iii) to completely or partially suspend or terminate service provision to you; and (iv) to close or suspend your account (vi) to block completely or partially restrict your access to the Website or limit its functionality.

Complaints against the aforementioned decisions are only possible within 6 (six) months from the time at which you were informed of the relevant decision.

We process complaints submitted via the internal complaint management system promptly, without discrimination, carefully and without arbitrariness or bias. If a complaint contains sufficient reasons to assume that the decision is unfounded or that the information to which the complaint refers is neither illegal nor in breach of these Terms and other policies incorporated here by reference, or if it contains information showing that your conduct does not justify suspension or termination of the service or closure of the account, DILIZY will immediately reverse the respective decision. After processing the complaint, we will immediately inform you about the result of the processing and justify our decision accordingly.

XII. TERMINATION

This Agreement will remain in effect until terminated by either you or us. You may terminate this Agreement at any time using the opt-out form in your account or by sending termination notice to this e-mail address: gdpr@dilizy.ai.

We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of the services or their functionality at any time at our sole discretion and without notice. For example, we may suspend or terminate your use of part or all of the services if you violate these Terms or other policies, incorporated here by reference.

We will make our best effort to provide you with the reasonable notice upon suspending or terminating part or all of the services. All sections of this Agreement that by their nature should survive termination shall survive termination, including without limitation the following sections in these Terms and any similar sections or provisions in the rest of this Agreement: Your Responsibilities, Copyright and Intellectual Property, Warranty Disclaimers, Limitation of Liability, Indemnification, Dispute Resolution.

We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law): (a) we may change parts or all of the services and their functionality; (b) we may suspend or discontinue parts or all of the services; (c) we may terminate, suspend, restrict or disable your access to or use of parts or all of the services; (d) we may terminate, suspend, restrict or disable access to your accounts or parts or all of  your Website or your Content; and (e) we may change our eligibility criteria to use the services (and if such eligibility criteria changes are prohibited by law where you reside, we may revoke your right to use the services in that jurisdiction).

You have the right to terminate the Agreement at any time. If you are natural person, consumer, you have the right to withdraw from this Agreement within 14 days of accepting these Terms, by using the standard form in your account or by submitting another unambiguous withdrawal statement to this e - mail: gdpr@dilizy.ai.

We are not responsible for the submitted content by customers. However, we reserve the right to examine the content submitted and stored by customers voluntarily and on our own initiative, at our  own discretion, and we will take other measures to detect, identify and remove illegal content or to block access to illegal content or to take the necessary measures to comply with legal requirements.

When legal requirement, the rights of third parties, these Terms and other policies are being violated we will take the following measures: (i) deletion of illegal or contractually infringing advertisements or other content that has been posted with DILIZY; (ii) delaying the publication of illegal or contractually infringing content that has been posted with DILIZY; (iii) issuance of the warning to the customers; (iv)restriction of the use of the some service, so far as the restriction can limit the effects of the violation or can prevent further violations by the customer.

If the violation of legal provisions, third-party rights, these Terms and other policies is significant we may also take the following measures: (i) temporary suspension of customers; (ii) permanent blocking of customers; (iii) final termination of the contractual relationship (cancellation); (iv) deletion of the account.

In the event you frequently and obviously provide Content that violates applicable legal provisions, these Terms and Policies incorporated into these Terms by reference, for example by knowingly providing false information about the vehicle advertised/services offered, or by deliberately manipulating ratings within the framework of the rating system pursuant to Section VIII of these Terms – we will suspend the provision of the service to after prior warning.

DILIZY reserves the right to temporarily or permanently block a user's account in cases of suspected data falsification, fraud, or any other behavior deemed harmful to the platform or other users.

DILIZY reserves the right to deny access to the platform or terminate service to any user at its sole discretion, without the obligation to provide an explanation or prior notice.

When deciding on suspension, we will assess on a case-by-case basis in a timely, careful and objective manner whether the participant frequently and obviously provides illegal content, taking into account all relevant facts and circumstances that are apparent from the information available to us. Such circumstances include but not limited to (i) the absolute number of obviously illegal Content provided or submitted within a certain period of time; (ii) their relative share in the total amount of content submitted and published in a given period; (iii) the seriousness of the cases, including the type of illegal content, and their consequences; and (iv) the intentions of the customer, as far as these intentions can be determined.  The suspension shall be for a reasonable period of time, which shall also depend in particular on the circumstances mentioned above (for example, initially five days and, in the case of further violations — or directly in the case of particularly serious violations -  20 days or more). In the event of a final blocking or termination, we will inform the respective customer 30 days prior the date blocking takes effect and provide reasons for this on a permanent data medium (e.g. email), unless there are compelling reasons to the contrary. The aforementioned deadline does not apply if the termination or final blocking occurs due to mandatory legal provisions or an official order from authorities or if there are definite prove that the customer has repeatedly violated these Terms and other policies, which led to the termination or final blocking.

You can clarify the facts and circumstances and protest against the measures describe above within the framework of internal complaint management procedure (see Section XI these Terms).

XIII. INDEMNIFICATION. LIMITATION OF LIABILITY

To the fullest extent permitted by law, you agree to indemnify and hold harmless DILIZY and its affiliates and its and their directors, officers, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys' fees and costs) (collectively, “Losses”) arising out of or related to: (a) your breach of this Agreement; (b) your Content, Your Websites and your e-commerce activities; (c) any claims by, on behalf of or against your Users; (d) your violation of any law or regulation or the rights or good name of any third party; and (e) any claims from tax authorities in any country in relation to Your e-commerce operations, including without limitation your sales to individual consumers (including distance sales) and other operations. Your indemnification obligations under this Section shall not apply to the extent directly caused by our breach of this Agreement or to the extent that the consequences were not reasonably foreseeable.

You acknowledge and agree that to the fullest extent permitted by applicable law, in no event will DILIZY and its affiliates and its and their directors, officers, employees and agents be liable with respect to any claims arising out of or related to the Services or this Agreement for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any Losses  related to your access to, use of or inability to access or use parts, some or all of your Account, Your Websites or parts or all of the Services, including without limitation interruption of use or cessation or modification of any aspect of the Services; (d) any Losses related to unavailability, degradation, loss, corruption, theft, unauthorized access or, unauthorized alteration of, any content, information or data, including without limitation  Content and Your eCommerce data; (e) any Content or other conduct or content of any user or third party using the Services, including without limitation defamatory, offensive or unlawful conduct or content; or (f) any Third Party Services or third party sites accessed via the Services.

If you are a natural person, consumer, we shall, despite any other provision in this Agreement, provide the Services with reasonable care but will not be liable for any losses which were not a reasonably foreseeable consequence of our breach of this Agreement (except in relation to death or personal injury resulting from our negligence or fraud). These limitations apply to any theory of liability, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, whether or not DILIZY has been informed of the possibility of such damage, and even if a remedy set forth in this Agreement is found to have failed its essential purpose. To the fullest extent permitted by applicable law, in no event shall the aggregate liability of DILIZY for all claims arising out of or related to the services and this Agreement exceed the greater of twenty euro (EUR20) or the amounts paid by you to us in the twelve (12) months immediately preceding the event that gave rise to such claim.

XIV. GOVERNING LAW AND DISPUTE RESOLUTION

The laws of the Republic of Estonia apply to this Agreement and legal relations between customers and DILIZY.

If the dispute between the You and DILIZY cannot be resolved through negotiations, the dispute will be resolved in accordance with the procedure prescribed by the legislation of the Republic of Estonia, in the case of a legal entity customer, in the County Court of Harju. The customer who is a natural person acting as consumer has the right to appeal to the court of his place of residence, to the Consumer Disputes Commission or to file a complaint online through the ODR at https://ec.europa.eu/odr .

XV. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between you and DILIZY regarding the subject matter of this Agreement, and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. You agree that you have not relied upon, and have no remedies in respect of, any term, condition, statement, warranty or representation except those expressly set out in this Agreement. You also may be subject to additional terms, policies or agreements that may apply when you use other services, including Third Party Services. This Agreement creates no third party beneficiary rights, and no third party shall have any right or standing to claim benefit or bring an action to enforce this Agreement.

XVI. TRANSLATION

This Agreement was originally written in English. These Terms are translated in Estonian. We may translate this Agreement into other languages to facilitate understanding. In the event of a conflict between a translated version and the English version, the English version will prevail except where prohibited by applicable law.