Terms of Service

DEFINITIONS

As used in this Agreement, the following terms have the meanings set forth below:

• "Platform" means the ZILLIDEX™ subscription-based software and services available at www.ZILLIDEX.com.
• "Dealer" means a licensed automobile dealer that has registered for a subscription account.
• "User" means any individual authorized by a Dealer to access the Platform under the Dealer’s account.
• "Inventory Data" means vehicle listings, photographs, pricing, VINs, and related information submitted by a Dealer.
• "Customer Data" means information about a Dealer’s customers submitted to or processed by the Platform.
• "Services" means all features, tools, and functionality made available through the Platform.

These Terms of Service (“Agreement”) govern your access to and use of the ZILLIDEX platform and related services (“Platform”) operated by Dealer Network Associates, LLC (“ZILLIDEX,” “we,” “us,” or “our”). By creating an account or accessing the Platform, you agree to be bound by this Agreement. If you do not agree, you may not use the Platform.

BY CREATING AN ACCOUNT OR ACCESSING THE PLATFORM, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE PLATFORM.

1. License Grant

Subject to the terms and conditions of this Agreement, and conditioned on the Dealer’s timely payment of all applicable subscription fees, ZILLIDEX grants each Dealer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Platform during the active subscription term solely for the Dealer’s internal business purposes in connection with the licensed automobile dealership identified in the Dealer’s account registration. This license does not include the right to: (a) copy, modify, or create derivative works of the Platform or any content made available through it; (b) reverse engineer, decompile, or disassemble any portion of the Platform; (c) resell, sublicense, or otherwise make the Platform available to any third party not authorized as a User under the Dealer’s account; or (d) use the Platform for any purpose other than the Dealer’s own licensed dealership operations. This license terminates immediately and automatically upon expiration, cancellation, or termination of the Dealer’s subscription for any reason, after which the Dealer shall have no further right to access or use the Platform.

2. Data Ownership and License

(a) Dealer Data Ownership. As between ZILLIDEX and each Dealer, the Dealer retains ownership of its own Inventory Data and Customer Data submitted to the Platform.

(b) License Grant to ZILLIDEX. By submitting Inventory Data or Customer Data to the Platform, each Dealer grants ZILLIDEX a worldwide, royalty-free, sublicensable, non-exclusive license to: (i) store, host, display, and reproduce such data on and through the Platform; (ii) distribute and make such data available to other authorized users and dealers within the ZILLIDEX network; (iii) process, index, and use such data to operate, improve, and provide the Services, including for search, matching, and recommendation functionality; (iv) use such data to develop, train, and improve ZILLIDEX’s systems, algorithms, and platform features; and (v) create and use aggregated, de-identified, or anonymized data derived from Inventory Data and Customer Data for any lawful business purpose, including analytics, benchmarking, and product development. The license granted under clauses (i) through (iv) continues during the subscription term and thereafter only as necessary to comply with applicable legal obligations, enforce this Agreement, and resolve disputes. The license granted under clause (v) with respect to aggregated or de-identified data that does not identify the Dealer or its customers survives termination of the Dealer’s subscription.

(c) Responsibility for Data Accuracy. ZILLIDEX does not verify, and is not responsible for, the accuracy, completeness, legality, or timeliness of any Inventory Data or Customer Data submitted by Dealers. Each Dealer is solely responsible for ensuring that all data it submits to the Platform is accurate, current, and compliant with applicable law. ZILLIDEX expressly disclaims any liability arising from inaccurate, incomplete, or misleading Inventory Data or Customer Data.

(d) Customer Data. Dealers are solely responsible for ensuring that any Customer Data submitted to the Platform has been collected and may be shared in compliance with all applicable privacy laws and any obligations owed to the Dealer’s customers. ZILLIDEX’s use of Customer Data is limited to the purposes set forth in this Agreement and the Privacy Policy.

3. Eligibility and Accounts

(a) Eligibility. Access to the Platform is limited to licensed automobile dealers operating in compliance with all applicable federal, state, and local laws governing vehicle sales, dealer licensing, and consumer protection. By registering for an account, each Dealer represents and warrants that it holds all licenses, permits, and authorizations required to operate as a licensed automobile dealer in its jurisdiction and that such licenses are current and in good standing. ZILLIDEX reserves the right to verify a Dealer’s licensure status at any time as a condition of account activation or continued access. ZILLIDEX may deny, suspend, or terminate access to any applicant or Dealer that fails to satisfy or maintain these eligibility requirements.

(b) Account Registration. To access the Platform, each Dealer must complete the registration process and provide accurate, current, and complete information, including the dealership’s legal name, physical address, contact information, and applicable dealer license number. Each Dealer agrees to promptly update its account information to keep it accurate and current at all times. ZILLIDEX is not responsible for any failure of service, missed communications, or other consequences arising from a Dealer’s failure to maintain accurate account information.

(c) Account Roles and Authorized Users. Each Dealer account may include one or more designated Users authorized by the Dealer to access and use the Platform on the Dealer’s behalf. The Dealer is solely responsible for: (i) determining which individuals are granted User access under its account; (ii) ensuring that each User is an employee, contractor, or agent of the Dealer’s licensed dealership; (iii) ensuring that each User is made aware of and agrees to comply with this Agreement; and (iv) promptly removing User access upon any change in employment or authorization status. There is no limit on the number of Users a Dealer may authorize under its account.

(d) Account Accuracy and Dealer Responsibility. Each Dealer is responsible for all activity that occurs under its account, whether conducted by the Dealer, its Users, or any other party accessing the account with or without the Dealer’s authorization. A Dealer may not share account credentials across multiple dealership locations or entities unless each such location or entity holds its own active subscription. Each physical dealership location or legal entity using the Platform must maintain a separate account.

(e) ZILLIDEX’s Right to Deny or Suspend Access. ZILLIDEX reserves the right, in its sole discretion, to deny account registration to any applicant, to suspend or deactivate any account pending verification of eligibility or compliance, and to terminate any account that ZILLIDEX determines does not meet or no longer meets the eligibility requirements of this section. ZILLIDEX will use reasonable efforts to provide notice of any denial or suspension based on eligibility, but is not required to do so where immediate action is necessary to protect the Platform or other dealers.

(f) User Roles and Permissions. Each User’s access to features and functionality within the Platform is determined by the role assigned to that User by the Dealer’s administrator or account owner. ZILLIDEX is not responsible for a Dealer’s assignment of roles or permissions to its Users. Each Dealer is solely responsible for ensuring that User access is appropriately configured and limited in accordance with the Dealer’s own policies and this Agreement. ZILLIDEX reserves the right to alter the permissions and abilities of these roles at its sole discretion.

4. Integrations and Third-Party Services

The Platform may integrate with or connect to third-party systems, software, or services, including dealer management systems (“DMS”), payment processors, and data providers (“Third-Party Services”). ZILLIDEX does not control Third-Party Services and is not responsible for their availability, accuracy, security, or performance. ZILLIDEX is not liable for any errors, data loss, or service interruptions caused by Third-Party Services. Dealers are solely responsible for maintaining and securing their own credentials, API keys, and access rights for any Third-Party Services they connect to the Platform. Use of Third-Party Services may be subject to separate terms and privacy policies.

5. Acceptable Use

Each Dealer and its Users agree to use the Platform only for lawful purposes and in accordance with this Agreement. The following activities are prohibited on or through the Platform:

(a)Submitting false, inaccurate, misleading, or fraudulent Inventory Data, pricing, vehicle descriptions, or any other information to the Platform;

(b)Listing any vehicle the Dealer does not have the legal right to sell or offer for sale;

(c)Using the Platform in violation of any applicable federal, state, or local law, including laws governing vehicle advertising, dealer licensing, and consumer protection;

(d)Accessing, collecting, copying, scraping, or harvesting any data, listings, or content from the Platform through automated means, including robots, spiders, scrapers, or similar tools, without ZILLIDEX’s prior written consent;

(e)Attempting to circumvent the Platform or ZILLIDEX’s fee structure to conduct transactions or communications that would otherwise require a subscription or incur fees;

(f)Harassing, threatening, or engaging in abusive conduct toward other dealers or Users on or through the Platform;

(g)Misusing, misappropriating, or disclosing another dealer’s Inventory Data or Customer Data for any purpose outside the intended use of the Platform;

(h)Using the Platform to transmit unsolicited commercial communications, junk mail, or spam to other dealers, Users, or third parties;

(i)Using any device, software, or routine to interfere with or disrupt the proper functioning of the Platform or its underlying infrastructure;

(j)Decompiling, reverse engineering, disassembling, or otherwise attempting to derive the source code of any software underlying the Platform;

(k)Impersonating any person or entity, or misrepresenting affiliation with any dealership or organization; or

(l)Taking any action that imposes an unreasonable or disproportionately large load on ZILLIDEX’s infrastructure or systems.

ZILLIDEX reserves the right to investigate any suspected violation of this section and to suspend or terminate access to the Platform for any Dealer or User that ZILLIDEX reasonably determines has violated this Agreement.

6.Changes to Terms of Service

ZILLIDEX reserves the right to modify this Agreement at any time. For material changes, ZILLIDEX will provide notice by email or through the Platform at least 15 days before the changes take effect. For non-material changes, revisions are effective immediately upon posting. Your continued use of the Platform after the effective date of any revision constitutes your acceptance of the modified Agreement. If you do not agree to a modification, your sole remedy is to cancel your subscription and discontinue use.

7.Your Representations and Warranties

By using the Platform, each Dealer represents and warrants that: (a) it is a licensed automobile dealer in good standing and has all required licenses and permits to operate; (b) all information provided to ZILLIDEX, including account registration data and Inventory Data, is true, accurate, current, and complete; (c) the Dealer has the legal right to list, sell, or offer each vehicle submitted as Inventory Data; (d) use of the Platform complies with all applicable laws, including vehicle advertising, licensing, and consumer protection regulations; (e) the Dealer will not impersonate any person or entity or misrepresent its affiliation with any party; (f) the Dealer will not use the Platform for any unlawful purpose; and (g) the Dealer’s authorized Users have agreed to comply with this Agreement.

8.Proprietary Rights

As between ZILLIDEX and each Dealer, ZILLIDEX owns all right, title, and interest in and to the Platform, including all software, APIs, interfaces, databases, documentation, algorithms, source code, object code, trademarks, service marks, trade names, logos, and other intellectual property embodied therein or associated therewith (the “ZILLIDEX IP”). The ZILLIDEX IP is protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property laws. All rights not expressly granted in this Agreement are reserved by ZILLIDEX. No Dealer or User acquires any ownership interest in the ZILLIDEX IP by virtue of this Agreement or use of the Platform. Without the prior written consent of ZILLIDEX, Dealers and Users may not: (a) copy, modify, or create derivative works of any part of the Platform; (b) use ZILLIDEX’s trademarks, service marks, or logos in connection with any product or service; or (c) remove or alter any proprietary notices or labels on the Platform. Dealer retains all ownership of its Inventory Data and Customer Data as set forth in the Data Ownership section of this Agreement.

9.Interruptions in Service

ZILLIDEX will use commercially reasonable efforts to maintain Platform availability but does not guarantee uninterrupted or error-free access. ZILLIDEX may perform scheduled or emergency maintenance that temporarily limits access. ZILLIDEX reserves the right to modify, update, or discontinue any feature or functionality at any time with or without notice. ZILLIDEX has no liability for any service interruption, downtime, or loss of access, regardless of cause.

10.Copyrights and Copyright Agents

It is the policy of ZILLIDEX to respond to claims of intellectual property infringement. ZILLIDEX will promptly process and investigate notices of alleged infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”) and other applicable intellectual property laws. Pursuant to the DMCA, notifications of claimed copyright infringement should be sent to a Service Provider’s designated agent. Notification must be submitted to the following designated agent:

Skoubye Nielson Johsensen & Baxter LLC 999 East Murray Holladay Dr. Suite 200 Salt Lake City, UT 84117 Phone: (801) 365-1030 Email: daniela@snjblaw.com

To be effective, the notification must be a written communication that includes the following:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material;
• Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted;
• A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
• A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

11.No Warranties; Exclusion of Liability

YOU UNDERSTAND AND EXPRESSLY AGREE TO THE FOLLOWING:

YOUR USE OF AND RELIANCE UPON ANY AND ALL INFORMATION AND SERVICES, INCLUDING WITH RESPECT TO ANY AUTOMOBILE LISTING, CONTAINED IN OR PROVIDED THROUGH THE PLATFORM IS AT YOUR SOLE RISK. SUCH INFORMATION AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ZILLIDEX MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, OR GUARANTEES WITH RESPECT TO THE APPROPRIATENESS, ACCURACY, SUFFICIENCY, CORRECTNESS, VERACITY, VALUE, COMPLETENESS, AVAILABILITY, OR TIMELINESS OF THE DATA, METHODS, OR INFORMATION CONTAINED IN OR PROVIDED THROUGH THE PLATFORM. ZILLIDEX DOES NOT WARRANT THE FUNCTIONS CONTAINED IN THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE CONTENT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ZILLIDEX EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

IN NO EVENT WILL ZILLIDEX BE LIABLE TO YOU, ANY USER OF THE PLATFORM, OR ANY THIRD PARTY FOR ANY DECISION MADE OR ACTION TAKEN IN RELIANCE UPON THE INFORMATION CONTAINED IN OR PROVIDED THROUGH THE PLATFORM. ANY MATERIAL YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE USE OF THE PLATFORM IS AT YOUR OWN RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR EQUIPMENT, SOFTWARE, LOSS OF DATA, OR OTHER PERSONAL LOSS THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL ZILLIDEX BE LIABLE TO YOU, OR ANY USER OF THE PLATFORM, OR TO ANY THIRD PARTY FOR ANY LOSS, EXPENSE, OR DAMAGE, OF ANY NATURE, INCLUDING CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, AND INCLUDING LOST PROFITS OR LOST REVENUE, CAUSED DIRECTLY OR INDIRECTLY BY THE USE OR RELIANCE UPON INFORMATION OR SERVICES OBTAINED BY OR PROVIDED THROUGH THE PLATFORM, OR FOR ANY ERROR OR OMISSION, OR OTHERWISE IN ANY WAY CONNECTED WITH USE OF THE PLATFORM, WHETHER BASED ON CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, EVEN IF ZILLIDEX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

AGGREGATE LIABILITY CAP. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ZILLIDEX’S TOTAL AGGREGATE LIABILITY TO ANY DEALER OR USER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE USE OF THE PLATFORM, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY THAT DEALER TO ZILLIDEX IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.

12.Indemnification

Each Dealer agrees to indemnify, defend, and hold harmless ZILLIDEX, its officers, directors, employees, agents, and successors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) the Dealer’s violation of this Agreement; (b) the Dealer’s Inventory Data or Customer Data, including any claim that such data is inaccurate, misleading, or infringes a third party’s rights; (c) the Dealer’s violation of applicable law; or (d) any negligent or wrongful act or omission by the Dealer or its Users.

13. Miscellaneous

(a) This Agreement and all disputes arising out of or related to it shall be governed by and construed in accordance with the laws of the State of Utah, United States of America, without regard to its conflict of law provisions. The parties consent to the exclusive jurisdiction of the federal and state courts located in Salt Lake County, State of Utah for all disputes arising out of or related to this Agreement, and waive all defenses to such jurisdiction and venue.

(b) If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then such provision shall be deemed severed from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

(c) This Agreement represents the entire agreement between ZILLIDEX and you, and supersede any prior agreements or understandings not incorporated herein. In the event of any inconsistency between this Agreement and any future posted Terms of Service, the latest posted Terms of Service shall control.

(d) There are no third party beneficiaries of this Agreement.

14. Platform Role Disclaimer

ZILLIDEX is a technology platform that facilitates inventory sharing and communication between licensed dealers. ZILLIDEX is not a vehicle dealer, broker, auctioneer, financing company, escrow service, or party to any vehicle transaction. All transactions occur solely between dealers. ZILLIDEX has no responsibility for and makes no representations about the accuracy, condition, title, or availability of any vehicle listed on the Platform. ZILLIDEX has no responsibility for, and disclaims all liability arising from, dealer-to-dealer transaction payments, financing, title transfers, disputes between dealers, or the shipping or delivery of vehicles. All such matters are solely between the transacting dealers.

15. Subscriptions and Billing

(a) Subscription Fees. Access to the Platform requires payment of a recurring monthly subscription fee as set forth on the Platform or in a separate order form.

(b) Billing. Subscription fees are billed in advance on a monthly basis. Payment is processed through ZILLIDEX’s third-party payment processor. ZILLIDEX stores limited billing information as described in the Privacy Policy.

(c) Auto-Renewal. Subscriptions renew automatically each month unless cancelled prior to the renewal date.

(d) Failed Payments. If a payment fails, ZILLIDEX may suspend access to the Platform until payment is received. ZILLIDEX will attempt to notify the Dealer of a failed payment.

(e) Fee Changes. ZILLIDEX reserves the right to change subscription fees with 30 days’ prior notice. Continued use after the effective date of a fee change constitutes acceptance.

(f) Refunds. Subscription fees are non-refundable except where required by applicable law. If ZILLIDEX terminates a Dealer’s account without cause, ZILLIDEX will provide a prorated refund of any prepaid fees for the unused portion of the then-current subscription period.

16. Suspension and Termination

(a) By ZILLIDEX. ZILLIDEX may suspend or terminate a Dealer’s account immediately for: (i) non-payment of subscription fees; (ii) material violation of this Agreement; (iii) failure to maintain required dealer licensure; or (iv) conduct that ZILLIDEX reasonably determines poses a risk to the Platform or other dealers. ZILLIDEX may also suspend a Dealer’s account on a temporary basis, without prior notice, when reasonably necessary to protect the security or integrity of the Platform, including in the event of: (v) suspected compromise of account credentials; (vi) suspected unauthorized access or hacking; (vii) detection of malware or malicious activity originating from the account; or (viii) abnormal activity indicating a security risk. ZILLIDEX will use reasonable efforts to notify the affected Dealer promptly after any such temporary suspension and to restore access once the security concern is resolved.

(b) By Dealer. Dealers may cancel their subscription through their account settings within the Platform or by providing written notice to info@zillidex.com. Cancellation does not entitle the Dealer to a refund of prepaid fees except as set forth in the Billing section.

(c) Effect of Termination. Upon termination or deactivation: (i) the Dealer’s access to the Platform will be disabled; (ii) Inventory Data associated with the Dealer’s account will be removed; (iii) billing and account records will be retained by ZILLIDEX for operational and legal purposes; and (iv) provisions of this Agreement that by their nature should survive termination will continue in effect. A Dealer may request an export of its Inventory Data within thirty (30) days following the effective date of termination by submitting a written request to ZILLIDEX at the contact address set forth in the Privacy Policy. After such thirty (30) day period, ZILLIDEX has no obligation to retain or make available any Inventory Data associated with the terminated account.

17. Privacy

ZILLIDEX’s collection and use of information is governed by the ZILLIDEX Privacy Policy, available at [www.ZILLIDEX.com/privacy], which is incorporated into this Agreement by reference.

18. Electronic Communications

By registering for the Platform, Dealers consent to receive communications from ZILLIDEX electronically, including by email and through the Platform. Electronic communications satisfy any requirement for written notice under this Agreement.

19. Confidentiality

(a) Dealer Obligations. Each Dealer acknowledges that in using the Platform it may have access to Inventory Data, Customer Data, pricing information, trade information, and other non-public information of other dealers within the ZILLIDEX network (“Confidential Information”). Each Dealer agrees to: (i) hold all Confidential Information of other dealers in strict confidence; (ii) use Confidential Information solely for the purpose of evaluating and completing transactions through the Platform; and (iii) not disclose Confidential Information to any third party without the prior written consent of the dealer to whom such information belongs.

(b) Exceptions. Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the receiving Dealer; (ii) was independently known to the receiving Dealer prior to disclosure; (iii) is independently developed by the receiving Dealer without use of or reference to the Confidential Information; or (iv) is required to be disclosed by applicable law or court order, provided that the receiving Dealer provides prompt prior written notice to the disclosing Dealer to the extent permitted by law.

(c) Survival. Confidentiality obligations survive termination of this Agreement for a period of two (2) years.

20.Account Security

Each Dealer is responsible for: (a) maintaining the confidentiality of its account credentials, including usernames and passwords, and the credentials of all Users authorized under the Dealer’s account; (b) ensuring that all Users are aware of and comply with this Agreement; (c) all activity that occurs under the Dealer’s account, whether or not authorized by the Dealer; and (d) promptly notifying ZILLIDEX at the contact address set forth in the Privacy Policy if the Dealer becomes aware or suspects that its account credentials have been compromised or that there has been any unauthorized access to or use of the Dealer’s account. ZILLIDEX will not be liable for any loss or damage arising from a Dealer’s failure to maintain the security of its account credentials. ZILLIDEX may require a Dealer to reset its credentials or take other security measures at any time if ZILLIDEX reasonably believes the account has been compromised.

21.Force Majeure

ZILLIDEX will not be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond ZILLIDEX’s reasonable control, including without limitation: acts of God; natural disasters; pandemics or public health emergencies; government actions, laws, or regulations; internet or telecommunications outages; cloud infrastructure or third-party hosting provider failures; cyberattacks, distributed denial-of-service attacks, or other malicious acts by third parties; labor disputes; or power failures (each, a “Force Majeure Event”). ZILLIDEX will use commercially reasonable efforts to resume performance as soon as practicable following a Force Majeure Event and will provide notice to affected Dealers where reasonably possible. Subscription fees will not accrue during any period in which ZILLIDEX is unable to provide access to the Platform due to a Force Majeure Event lasting more than seventy-two (72) consecutive hours.

22.Assignment

Dealers may not assign, transfer, delegate, or sublicense any of their rights or obligations under this Agreement, in whole or in part, without the prior written consent of ZILLIDEX. Any attempted assignment in violation of this section is void. ZILLIDEX may assign or transfer this Agreement, in whole or in part, without restriction or consent, including in connection with a merger, acquisition, sale of substantially all of ZILLIDEX’s assets, or corporate reorganization. ZILLIDEX will provide notice to Dealers of any assignment that materially affects the Dealer’s rights under this Agreement. This Agreement inures to the benefit of and is binding upon the parties and their respective permitted successors and assigns.

23.Survival

The following provisions survive termination or expiration of this Agreement: Definitions, Dealer Representations and Warranties, Data Ownership, Intellectual Property, Limitation of Liability, Indemnification, Governing Law, Confidentiality, and Assignment.