General Terms and Conditions

Version of April 2026

1. General

By accepting these present general terms and conditions (GTC), the user accepting the GTC (the User) and DrivenUP AG, Oberallmendstrasse 18, 6300 Zug, Switzerland (DrivenUp; together with the User the Parties and each a Party) enter into an agreement governed by the GTC (the Agreement). The Agreement is effective as from the date when the User accepts the GTC (such date, the Effective Date). By accepting the GTC, the User confirms that it has read and understood and agrees to be bound by the GTC forming an integral part of the Agreement. For the avoidance of doubt, if the User accesses the Platform as a representative or on behalf of an organization or entity that has entered into a separate service and collaboration agreement with DrivenUp (a Partner), the GTC apply in addition to and do not supersede such agreement between DrivenUp and the Partner (the Service Agreement). Capitalized terms used and defined herein shall have the meaning defined where the term is printed in bold letters.

2. DrivenUp Platform

The DrivenUp platform (the Platform) is a data review and management tool. It is hosted and operated by DrivenUp and may offer a range of functionalities and services (collectively, the Services), some of which may be offered only to specific Partner roles or be subject to the payment of a consideration, as defined by DrivenUp and subject to the terms of any separate Service Agreement. DrivenUp may amend the Services and the specifications of the Platform at any time, at its sole discretion. While certain Services may facilitate data access and review in connection with dealership and support dealers, any decisions regarding the communication and other dealings with potential customers of the User and the implementation of such decisions shall be reserved to and remain the responsibility of the relevant User. DrivenUp is not involved in any such decision and implementation process and is not a party to the agreement that the User may have with its customers.

3. Access to the Platform

In order to connect to and use the Platform, the User has to procure the required secured connectivity with sufficient bandwidth. DrivenUp may from time to time define minimal software and hardware requirements to access and use the Platform, which will be communicated to the User by e-mail, through the Platform or in other appropriate form determined by DrivenUp. DrivenUp will use commercially reasonable efforts to make the Platform accessible for continued use in accordance with this Agreement, it being understood and agreed, however, that DrivenUp does not provide any representation, warranty or guarantee regarding the uninterrupted availability of the Platform. Further, the Platform may not be accessible during maintenance and upgrade work. DrivenUp will endeavor to announce planned maintenance windows reasonably in advance by e-mail, through the Platform or in other appropriate form determined by DrivenUp (for the avoidance of doubt, non-planned maintenance windows, e.g., to implement security patches, may occur without or on short prior notice).

The User is responsible for ensuring the security and availability of its own computers, computer networks, internet access, and internet connections, including security patches, choice of browser, and browser configuration settings to be used with the Platform. The User agrees to notify DrivenUp promptly if it detects any irregularity or incident in relation to the Platform, or any unauthorized use of or access to the Platform, and it shall within its own sphere of responsibility take, and further provide reasonable support and assistance to DrivenUp to take, adequate measures to prevent such unauthorized use of or access to the Platform. DrivenUp is entitled (but not obligated) to block or suspend access to the Platform in case of any suspected unauthorized use of or access to the Platform; it shall inform the User without undue delay of any blocking or suspension of access rights.

4. User Credentials

Any conduct by any person accessing the Platform with the credentials of the User shall be deemed the conduct of the User. The User shall procure it accesses the Platform only through a personalized and dedicated User account and that User access codes are not shared between users or otherwise communicated to anybody. Partner is obliged to maintain strict confidentiality regarding its access credentials and other means of authentication. If the User accesses the Platform under a Service Agreement, the relevant Partner may be responsible for managing user access rights and credentials, as agreed between DrivenUp and the Partner.

5. User Responsibilities

The User agrees to duly cooperate with DrivenUp if and insofar as may be needed for the performance of this Agreement. The User shall ensure compliance with this Agreement, all applicable laws and regulations and it must not use the Platform or any of the Services for unlawful, offensive or fraudulent activity. As between the Parties, the User is responsible for ensuring the correctness, accuracy and lawfulness of all data uploaded to the Platform or processed on the Platform by or on behalf of the User (the User Content) and for obtaining or granting, respectively, all necessary rights and permissions to enable DrivenUp to use, provide, store and process User Content in accordance with this Agreement. This includes the User making necessary disclosures and obtaining consent, if required, before providing individuals' information, including personal data or other regulated information in such User Content. By providing to DrivenUp any information relating to any third party, the User confirms that such information is correct and that the User is authorized to provide such information for the intended purpose. DrivenUp shall not be liable for any failure to perform its obligations under this Agreement if and insofar as this is caused by any failure of the User to comply with this section 6 or any other obligation of the User under this Agreement.

6. Financial Terms

DrivenUp reserves the right to charge a consideration for Platform access or specific Services. The applicable consideration may be specified by DrivenUp at its sole discretion, but will be communicated to the User prior to the corresponding Service being provided. If the User agrees to receive a Service offered by DrivenUp against payment of a consideration, any agreement by DrivenUp to provide such Service is conditional upon the User paying the applicable consideration to DrivenUp in advance, in accordance with the payment instructions given by DrivenUp. In addition, if the User accesses the Platform as a representative of a Partner, access to the Platform is subject to the commercial terms agreed between DrivenUp and the relevant Partner in the Service Agreement.

7. Term and Termination

This Agreement is entered as from the Effective Date and it shall remain valid for the entire term during which the User uses the Platform. Each Party may terminate this Agreement at any time with or without cause by giving notice to the other Party. Upon termination of this Agreement, the User shall immediately cease any further use of the Platform, and DrivenUp will suspend access to the Platform and no longer provide any Services under this Agreement. The User acknowledges and agrees that access to User Content may be suspended by DrivenUp upon termination of the Agreement, and that the User shall download any of its User Content prior to termination of the Agreement. Any provision of this Agreement which is intended to survive expiry or termination of this Agreement, including, without limitation, sections 8, 9, 11 and 15, shall survive. The terms of any applicable Service Agreement remain reserved.

8. Data Protection and Confidentiality

The User must comply with applicable data protection, privacy and secrecy laws (collectively, the "Data Protection Laws") in connection with its use of the Platform. The User undertakes, represents, and warrants to DrivenUp to only provide such data and information for use on the Platform, and to do so only in such manner, that is in accordance with the Data Protection Laws, and further that the User is entitled to disclose such data and information, as needed for the functionality of the Platform, under the Data Protection Laws. Insofar as the User accesses information relating to third parties that is provided through the Platform, the User agrees to maintain confidentiality regarding such information and not to use any such information for its own purposes, except as may be agreed otherwise by the relevant third party. The User agrees that DrivenUp may disclose User Content (i) to service providers and affiliates of DrivenUp, which may be located in Switzerland or abroad, (ii) to the Partner and its representatives and service providers insofar as the User accesses the Platform under a Service Agreement, (iii) to third parties involved by the User in connection with its use of the Platform, and (iv) as may be required to comply with applicable laws and regulation or to protect DrivenUp legitimate interests (e.g., in the case of disputes or for the purpose of enforcement of or defense against claims). The User further agrees that third parties involved by the User in connection with its use of the Platform may share the User's personal data with DrivenUp by uploading it to the Platform as required for DrivenUp to render Services. The User authorizes DrivenUp to use and process User Content on a non-personalized basis for maintenance, improvement and further development of DrivenUp's products and services, during and after the term of this Agreement. The User acknowledges and agrees that data that the User provides for use on the Platform and for access by third party users may leave the User's control and be accessible to the relevant third party user. For further information about how DrivenUp processes personal data, please refer to our Data Privacy Notice.

9. Ownership Rights

DrivenUp owns and retains all right, title, and interest in the Platform, including all copyrights, patents, trade secret rights, trademarks, and other intellectual property rights therein (collectively, the "DrivenUp Rights"). The User's use of the Platform does not transfer any title to the DrivenUp Rights or any other rights to the User, and the User will not acquire any such rights except the limited right to use the Platform as expressly set forth in this Agreement. The User agrees that DrivenUp shall own any rights to developments, modifications and enhancements of DrivenUp Rights even if those were created at the suggestion or using input provided by the User.

10. Limited License Grant and Restrictions

DrivenUp agrees to grant and hereby grants to the User the limited, non-exclusive, non-transferable and non-sublicensable right to access and display, and to make the intended use of, the functionalities of the Platform, as may be made available by DrivenUp from time to time, subject to the terms of this Agreement during the term of this Agreement (the "License"). For the avoidance of doubt, the Platform is operated as a software-as-a-service and nothing in this Agreement entitles the User to receive delivery of a copy of the Platform in any form. The License does not permit the User to use the Platform for any purpose other than as expressly permitted by this Agreement, and it shall, in particular and without limitation to the generality of the foregoing, exclude the right (i) to make any use of the Platform that is not the intended use, as provided for in the documentation or the functionalities of the Platform; (ii) to make any use of the Platform for the purpose of offering, directly or indirectly, any products or services that compete with any of DrivenUp's business, own products or services to third parties; (iii) to copy or make any amendment or modification to or to create any derivative work of the Platform or any part thereof; (iv) to make the Platform or any part thereof available to any third party, including, without limitation, to rent, lease, loan, resell or otherwise transfer the Platform to a third party; (v) to reverse engineer, decompile, decrypt, disassemble the Platform or any part or functionality thereof; and (vi) to remove or alter any copyright notice or other proprietary rights notices placed on or embedded in the Platform or any part thereof. Further, the User shall not make any unlawful use of the Platform. Upon request of DrivenUp, the User shall provide documents and information demonstrating, and DrivenUp shall be entitled to audit and verify, directly or through a third-party auditor retained by DrivenUp, the User's compliance with this section 10.

11. Exclusion of Warranties and Limitation of Liability

The Platform and any Services provided through the Platform are operated and provided to Partner "as is" and any express or implied representation or warranty is hereby expressly excluded to the maximum extent permitted by applicable law. Any use by Partner of the Platform is at Partner's sole risk. To the maximum extent permitted by applicable law, (i) DrivenUp shall not be liable to Partner for any damage, including, without limitation, direct damage, lost profits, loss of business, loss of use, lost savings or other consequential, special, incidental, indirect, or punitive damages, and (ii) DrivenUp's total aggregate liability under or in relation to this Agreement shall not exceed an amount of CHF 1,000. Partner shall indemnify and hold DrivenUp and any of its staff harmless from and against any third-party claims that may arise out of Partner's breach of this Agreement, applicable laws or regulations, unless if and to the extent such claim is caused by DrivenUp's breach of this Agreement, applicable laws or regulations.

12. Amendments

DrivenUp may from time to time modify this Agreement by notice in writing, by e-mail or in the Platform reasonably prior to the modification becoming effective. Unless Partner objects to such modification in writing within thirty (30) days from the date of such notice, Partner shall be deemed to have accepted the modification. If Partner timely objects in writing to the modification, DrivenUp may, at its discretion, agree to the continuation of the Agreement on unmodified terms, or terminate the Agreement by giving notice to Partner in accordance with section 7.

13. Notices

Notices by DrivenUp under this Agreement shall be deemed given once sent in writing, by e-mail or displayed in the Platform. If given in writing or by e-mail, DrivenUp will use the address of Partner specified by Partner when accepting the GTC, which shall be correct and updated by Partner in case of any changes.

14. No Assignment

Partner shall not assign this Agreement or any rights or obligations under or in relation to this Agreement, including, but not limited to, by way of a business transfer or demerger, to any third party without the prior written consent of DrivenUp. DrivenUp may assign this Agreement or any rights or obligations hereunder to any third party by giving notice in writing or by e-mail to Partner.

15. Applicable Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the substantive laws of Switzerland, with the exclusion of the Vienna Convention on the International Sale of Goods dated April 11, 1980. The exclusive place of jurisdiction for any dispute, claim or controversy arising under, out of or in connection with or related to the Agreement (or subsequent amendments thereof), including, without limitation, disputes, claims or controversies regarding its existence, validity, interpretation, performance, breach or termination, shall be Zug, Switzerland.