By accessing or using the website at dlove.autos (the Site) and any related services, software, APIs, and documentation provided by DLove, LLC (Deep Love, we, our, or us), you agree to be bound by these Terms of Service (Terms). If you do not agree to all of these Terms, you may not access or use the Site or our services.
These Terms constitute a legally binding agreement between you and DLove, LLC, a limited liability company organized under the laws of the State of Florida, United States, with its principal place of business at 201 SE 2ND Ave APT 1608, Miami, FL 33131-2234. Our services are offered subject to your compliance with these Terms and all applicable laws and regulations.
If you are using our services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms. In that case, you and your organization are jointly and severally liable for compliance.
The following definitions apply throughout these Terms:
Deep Love offers a range of automotive technology solutions including software platforms for autonomous driving, connected vehicle management, fleet intelligence, and cybersecurity. Our Services are provided under separate subscription agreements, software license agreements, or professional services agreements that supplement these Terms.
Subject to your compliance with these Terms and payment of applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services during the applicable subscription term. This license is limited to your internal business purposes and may not be used for any unauthorized commercial activity.
We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with reasonable notice to affected customers where practicable. We will not be liable for any modification, suspension, or discontinuation of the Services except as expressly provided in your separate service agreement.
As a condition of using our Site and Services, you agree to:
We reserve the right to suspend or terminate access to the Services for any violation of these obligations, without prior notice and without liability.
All Intellectual Property rights in and to the Site, the Services, and all related Content are owned by DLove, LLC or our licensors. Nothing in these Terms grants you any right, title, or interest in our Intellectual Property except the limited license expressly described in Section 3.
You may not copy, reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, republish, download, store, or transmit any of the Content without our prior written consent, except as necessary to use the Services as intended.
Any feedback, suggestions, or ideas you provide regarding the Services may be used by us without compensation or restriction. You grant us a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate any feedback into our products and services.
Deep Love, the Deep Love logo, and all related names, logos, product and service names, designs, and slogans are trademarks of DLove, LLC or our affiliates. You may not use these marks without our prior written permission.
Fees for the Services are as described in your applicable service order, subscription agreement, or statement of work. All fees are non-refundable except as expressly stated in your agreement or as required by applicable law. Payment terms are net thirty (30) days from the date of invoice unless otherwise agreed in writing.
Late payments may incur interest at the rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is less. We reserve the right to suspend or terminate Services for non-payment after providing written notice and a reasonable cure period.
All fees are exclusive of taxes. You are responsible for paying all applicable sales, use, value-added, withholding, and similar taxes imposed by any governmental authority in connection with your purchase or use of the Services, excluding taxes based on our net income.
Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party without the disclosing party's prior written consent, except as necessary to perform under these Terms or as required by law.
Each party will use the other party's Confidential Information only for the purpose of performing its obligations under these Terms and any related agreements. Each party will protect the other's Confidential Information using the same degree of care it uses to protect its own confidential information, but no less than reasonable care.
Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is rightfully obtained from a third party without restriction.
Upon termination of these Terms or upon request, each party will promptly return or destroy the other party's Confidential Information and certify such return or destruction in writing.
To the maximum extent permitted by applicable law, in no event shall DLove, LLC, its affiliates, officers, directors, employees, agents, or licensors be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, loss of business opportunity, cost of procurement of substitute services, or business interruption, arising out of or in connection with these Terms or the use of or inability to use the Services, whether based on warranty, contract, tort (including negligence), statute, or any other legal theory, even if we have been advised of the possibility of such damages.
Our total aggregate liability arising out of or in connection with these Terms or the Services, whether in contract, tort (including negligence), or otherwise, shall not exceed the total fees paid by you to us in the twelve (12) months preceding the event giving rise to the claim.
The limitations in this section apply regardless of the form of action and survive any fundamental breach or failure of essential purpose of any limited remedy. Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you in their entirety.
The Site and Services are provided on an as is and as available basis, without any warranties of any kind, either express or implied. To the fullest extent permitted by applicable law, DLove, LLC disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
We do not warrant that: (a) the Services will meet your specific requirements; (b) the Services will be uninterrupted, timely, secure, or error-free; (c) the results obtained from the use of the Services will be accurate or reliable; or (d) any errors in the Services will be corrected.
Automotive software involves safety-critical systems. While we design our products to meet rigorous safety standards, we cannot guarantee that our software will prevent all accidents or that it will be free from defects in all operating conditions. You are responsible for conducting your own testing and validation in your specific use case and environment.
No advice or information, whether oral or written, obtained by you from us or through the Services shall create any warranty not expressly stated in these Terms.
You agree to indemnify, defend, and hold harmless DLove, LLC, its affiliates, officers, directors, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys fees) arising out of or in connection with:
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with us in asserting any available defenses.
These Terms remain in effect until terminated by either party as described below. We may terminate or suspend your access to the Services immediately, without prior notice or liability, for any reason, including without limitation if you breach these Terms.
Upon termination: (a) your right to access and use the Services immediately ceases; (b) you must cease all use of the Services and delete any copies of our software or documentation in your possession; (c) any outstanding payment obligations become immediately due and payable; and (d) sections of these Terms that by their nature should survive termination shall survive, including sections governing Intellectual Property, Limitation of Liability, Indemnification, and governing law.
If your separate service agreement specifies different termination terms, those terms shall govern with respect to the specific Services covered by that agreement. Upon termination of your subscription, we will provide you with a reasonable period to retrieve your data, typically thirty (30) days, after which we may permanently delete your data in accordance with our data retention policy.
These Terms and any disputes arising out of or relating to them shall be governed by and construed in accordance with the laws of the State of Florida, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
Informal Resolution. Before initiating any formal proceedings, the parties agree to attempt to resolve any dispute informally by contacting the other party and engaging in good faith negotiations for at least thirty (30) days.
Arbitration. If informal resolution fails, any dispute arising out of or relating to these Terms shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be held in Miami-Dade County, Florida, and judgment on the arbitration award may be entered in any court having jurisdiction.
Class Action Waiver. All disputes must be brought on an individual basis. You agree not to participate in any class action, consolidated action, or representative proceeding against us arising out of or relating to these Terms or the Services.
Jurisdiction. Notwithstanding the arbitration agreement, either party may seek injunctive or equitable relief from a court of competent jurisdiction in Miami-Dade County, Florida, to protect its Intellectual Property or Confidential Information.
The Services and related software may be subject to United States export control laws and regulations, including the Export Administration Regulations (EAR) administered by the Bureau of Industry and Security (BIS) of the U.S. Department of Commerce. You agree to comply with all applicable export and re-export control laws and regulations and not to access or use the Services from any country or region subject to U.S. trade sanctions or embargoes.
You represent and warrant that you are not: (a) located in any country subject to U.S. trade sanctions; (b) listed on any U.S. government denied-party list, including the Specially Designated Nationals List, the Denied Persons List, or the Entity List; or (c) using the Services for any end use prohibited by U.S. law, including the development of weapons of mass destruction or missile technology.
You agree to indemnify us for any violations of export control laws arising from your use of the Services.
Entire Agreement. These Terms, together with any separate service agreements, order forms, and statements of work, constitute the entire agreement between you and DLove, LLC regarding the Services and supersede all prior agreements, understandings, and representations.
Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. A waiver of any breach is not a waiver of any subsequent breach.
Severability. If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
Assignment. You may not assign these Terms or any rights or obligations hereunder without our prior written consent. We may assign these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, or sale of assets.
Notices. All notices under these Terms shall be in writing and sent to the addresses listed on the Site or in the applicable service agreement. Notices to us shall be sent to: DLove, LLC, 201 SE 2ND Ave APT 1608, Miami, FL 33131-2234, United States, with a copy via email to brown@dlove.autos.
Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations under these Terms due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, pandemic, labor disputes, or failures of telecommunications or utility infrastructure.
Electronic Communications. By using the Site and Services, you consent to receive electronic communications from us. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.
If you have any questions about these Terms, please contact us:
DLove, LLC
201 SE 2ND Ave APT 1608
Miami, FL 33131-2234
United States
Email: brown@dlove.autos
Phone: +1-309-608-8760