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Autymate End User License Agreement (EULA)

Last updated September 19, 2024

This End User License Agreement (the "EULA") is a binding agreement between Autymate, Inc. ("Autymate") and you (the "Account Holder") and governs along with the applicable Order Form (defined below) accepted by Autymate the Account Holder's access to and use of the Autymate Platform (as described below) and related services. Together, this EULA and the applicable Order Form constitutes the full legal agreement between Account Holder and Autymate (the "Agreement"). Account Holder must agree to all of the terms of this EULA to use any service set forth in this Agreement.
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PLEASE NOTE, THIS EULA CONTAINS AN AGREEMENT TO ARBITRATE IN SECTION 13 BELOW, WHICH WILL REQUIRE ACCOUNT HOLDER TO SUBMIT CLAIMS AGAINST US TO BINDING AND FINAL ARBITRATION.
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BY ACCESSING OR USING THE AUTYMATE PLATFORM AND/OR RELATED SERVICES, REGISTRATION INFORMATION TO OPEN AN ACCOUNT, ACCOUNT HOLDER ACKNOWLEDGES THAT ACCOUNT HOLDER HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THE AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED IN THIS EULA). THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE THE DATE THAT ACCOUNT HOLDER ACCEPTS THIS AGREEMENT BY ONE OF THE METHODS DESCRIBED ABOVE.

1.

Introduction

The "Autymate Platform" as used in this Agreement collectively means and refers to Autymate's hosted software platform and related services and documentation ("Documentation") that provides Account Holder with access to specific products and services designed to connect applications and automate workflows. Included within the Autymate Platform is the ability to use and create automated workflows to enable one or more actions carried out across multiple software applications based on the occurrence of a designated trigger event ("Autymations"). Each Autymation has a unique ID. Autymations may use one or more software scripts or application programming interfaces to enable data transfer between software applications ("Connectors"). Connectors can be developed by Autymate, by Account Holder, or by third-party application services providers. The scope of Account Holder's subscription plan for the Autymate Platform, as outlined in the applicable order form(each an "Order Form"), is entered into between Account Holder and Autymate. In the event of any inconsistency between the Order Form and the terms of this EULA, the Order Form will prevail, provided that the Order Form explicitly states the section of this EULA that such subsequent agreement amends and restates. If Account Holder purchases from an Autymate authorized Reseller ("Reseller"), the scope of Account Holder's subscription plan for the Autymate Platform shall be outlined in the Order Form entered into between Account Holder and Reseller. In such case, in the event of any inconsistency between the Reseller's Order Form and the terms of this EULA, this EULA will prevail unless expressly stated otherwise in this EULA. Resellers are not authorized to make any promises or commitments on Autymate's behalf, and any obligations do not bound Autymate to Account Holder other than as specified in this Agreement.
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There will be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.

2.

Performance

(a) Autymate warrants that, during the applicable term of Account Holder's subscription to use the Autymate Platform (the "Subscription Term"), the Autymate Platform will function in accordance with the Documentation in all applicable respects and that Autymate will use industry-standard technology designed to prevent the introduction of viruses or malicious code into the Autymate Platform. Autymate hereby represents and warrants the Autymate Platform will perform substantially per the applicable Documentation. Should a failure to conform to this warranty be reported to Autymate during the warranty period be reported to Autymate, Account Holder's sole and exclusive remedy shall be for Autymate to correct the nonconformance within a reasonable period of time. WITH RESPECT TO ANY BETA, TRIAL, OR NONPAID SUBSCRIPTIONS TO THE AUTYMATE PLATFORM, THOSE VERSIONS ARE PROVIDED AS "AS IS" AND NO WARRANTY OR INDEMNIFICATION PROVISIONS OF THIS AGREEMENT WILL APPLY TO SUCH SUBSCRIPTION USES OF THE AUTYMATE PLATFORM, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT.
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(b) Autymate will maintain data security protections in accordance with the Autymate Security Overview located at www.autymate.com/legal/security and will undertake commercially reasonable efforts to make the Autymate Platform available to Account Holder.
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(c) Notwithstanding the preceding, Autymate reserves the right to suspend Account Holder's access to the Autymate Platform in the event Account Holder or its users are in breach of this Agreement or are otherwise engaging in any actions that threaten the security or stability of the Autymate Platform.
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(d) Autymate may interrupt access to the Autymate Platform (i) for scheduled maintenance typically performed during the hours of 10 pm to 6 am PDT, beginning Friday evening, and typically lasting no more than two hours; (ii) emergency or unscheduled maintenance of up to 120 minutes per calendar month.
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(e) Account Holder acknowledges and agrees that Account Holder and its authorized users' use of the Autymate Platform depends on access to telecommunications and Internet services. Account Holder shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Autymate Platform, including, without limitation, all costs, fees, expenses, and taxes of any kind related to the preceding. Autymate shall not be responsible for any loss or corruption of content, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.

3.

Fees

(a) Account Holder shall pay all applicable fees, as specified in each Order Form or as otherwise agreed upon with Autymate if there is no Order Form. Except as otherwise specified or in an Order Form: (i) fees are based on the scope of the plan for the Autymate Platform purchased and not actual usage; (ii) fees paid are non-refundable, and payment obligations are non-cancelable; and (iii) the scope of the plan purchased and the applicable fees cannot be reduced during the relevant Subscription Term. Subscription fees are based on annual periods. For purposes of this Agreement and the applicable Order Form, an "Autymate Integration Transaction" occurs each time an Autymation performs a task (i.e., each time an Autymation makes an API call).
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(b) Fees will be invoiced per the relevant Order Form or as otherwise specified by Autymate if there is no Order Form. Fees are due net thirty (30) days from the invoice date unless otherwise stated in the Order Form or otherwise specified by Autymate. Such charges shall be made in advance, either annually or under any different billing frequency stated in the applicable Order Form. Account Holder is responsible for providing complete and accurate billing and contact information to Autymate and notifying Autymate of any changes thereto.
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(c) If Autymate does not receive any amounts invoiced hereunder by the due date, then at Autymate's discretion: (a) such charges may accrue late interest at the lower of the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, from the date such payment was due until the date paid; and/or (b) Autymate may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the immediately preceding paragraph above, including requiring full payment in advance of the renewal period. Account Holder shall pay on demand all of Autymate's reasonable attorney fees and other costs incurred by Autymate to collect any fees or charges due to Autymate under this Agreement following Account Holder's breach of this Section 3.
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(d) Unless otherwise stated, Autymate fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). Account Holder is responsible for paying all Taxes associated with Account Holder's purchases hereunder. Suppose Autymate has the legal obligation to pay or collect Taxes for which Account Holder is responsible under this paragraph. In that case, the Account Holder shall indemnify Autymate for such Taxes, and the appropriate amount shall be invoiced to and paid by Account Holder unless Account Holder provides Autymate with a valid tax exemption certificate authorized by the proper taxing authority. Autymate is solely responsible for taxes assessable against Autymate based on Autymate's net income.
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(e) If Account Holder receives access to the Autymate Platform through a Reseller, Account Holder shall pay all the applicable fees to the Reseller outlined in the Reseller's Order Form, and any Taxes shall be borne between Account Holder and Reseller. Suppose such Reseller is in breach of its obligations to Autymate (including a failure to pay Autymate the fees owed). In that case, Autymate may at its discretion terminate this EULA and cease providing the Autymate Platform to Account Holder without incurring any liability to either the Account Holder or the Reseller.

4.

Compliance with Laws; Restrictions

Account Holder will not, will not agree to, and will not authorize or encourage any third party to, directly or indirectly: (a) interfere or attempt to interfere with the proper working of the Autymate Platform or any other Account Holder's use of the Autymate Platform, including through an abuse of server capacity; (b) use the Autymate Platform for any fraudulent or unlawful purpose; (c) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Autymate Platform or any software, documentation or data related to the Autymate Platform ("Software"), provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable statute); (d) sell, copy, alter, modify, or create derivative works of the Autymate Platform or otherwise use the Autymate Platform in any way that violates the use restrictions contained in this Agreement; (e) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Autymate Platform; (f) remove or otherwise alter any proprietary notices or labels from the Autymate Platform or any portion thereof; (g) bypass any measures Autymate may use to prevent or restrict access to the Autymate Platform (or other accounts, computer systems or networks connected to the Autymate Platform); or (h) use the Autymate Platform in violation of any applicable local, state, national and foreign laws, treaty or regulation or a third party's proprietary or contractual rights. Account Holder shall ensure that all its authorized users comply with the terms and conditions and be responsible for all of such authorized users' activity connected with the Autymate Platform. Account Holder further acknowledges and agrees that Account Holder's subscription to the Autymate Platform is limited to use for Account Holder's business operations. No right is granted hereunder to use the Autymate Platform to benefit third parties in a service bureau, time-sharing, or managed service provider arrangement. Autymate competitors or individuals acting on behalf of an Autymate competitor may not access the Autymate Platform. The Autymate Platform may not be accessed for any benchmarking, comparative or competitive purposes unless preauthorized in writing by Autymate. Account Holders hereby warrants that it will comply with and be bound by any end-user agreements that govern the installation and use of any third-party software, applications, or platform that is connected with or related to the use of Autymate Platform, including but not limited to any the Connectors, applications or software used in the Autymations, and any other applications and platforms that access to or connected with Autymate Platform.

5.

Representations and Warranties; Disclaimer

Without limiting any other representation, warranty or covenant herein, each party hereby represents and warrants to the other party that: (a) it has the full corporate power and authority to enter into this Agreement; (b) this Agreement is a valid and binding obligation of such party; and (c) it has obtained and shall maintain throughout the Term of this Agreement all necessary licenses, authorizations, approvals, and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules, and regulations.
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OTHER THAN THE EXPRESS WARRANTIES IN THIS SECTION, AUTYMATE MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. AUTYMATE MAKES NO WARRANTIES WITH RESPECT TO THE RESULTS OF OR USE OF THE AUTYMATE PLATFORM AND ACCOUNT HOLDER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO.

6.

Indemnification

(a) Account Holder shall defend, indemnify and hold harmless Autymate, its affiliates and each of its and its affiliates' officers, directors, agents and employees from all liabilities, claims, and expenses (including reasonable attorneys' fees) paid or payable to an unaffiliated third party, that arise from or relate to any third party claim (i) alleging that any Account Holder Data (as defined in Section 8(a) below) infringes or misappropriates such third party's intellectual property rights or proprietary rights, or (ii) arising from Account Holder's use of the Autymate Platform in violation of this Agreement, the Documentation, or applicable law (each a "Claim against Autymate"), provided Autymate (x) promptly gives Account Holder written notice of the Claim against Autymate, (y) Autymate gives Account Holder sole control of the defense and settlement of the Claim against Autymate (except that Account Holder may not settle any Claim against Autymate unless Account Holder unconditionally releases Autymate of all liability), and (z) Autymate gives Account Holder all reasonable assistance in the defense and settlement of the Claim against Autymate (at Account Holder's sole expense).
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(b) Autymate shall defend, indemnify and hold harmless Account Holder from liabilities, claims, and expenses (including reasonable attorneys' fees) paid or payable to an unaffiliated third party that arises from or related to any third party claim brought against Account Holder by an unaffiliated third party to the extent that it is based upon a third party claim that the Autymate Platform (excluding the Account Holder Data, and the Autymations or Connectors created by Account Holder or any third party) infringe or misappropriate the intellectual property rights of such third party, and will pay any costs, damages and reasonable attorneys' fees attributable to such claim that are finally awarded by a court against Account Holder. Autymate's obligations under this Section 6(b) are contingent upon: (i) Account Holder providing Autymate with prompt written notice of such claim; (ii) Account Holder providing reasonable cooperation to Autymate, at Autymate's expense, in the defense and settlement of such claim; and (iii) Autymate having sole authority to defend or settle such claim. If Autymate's right to provide the Autymate Platform is enjoined or in Autymate's reasonable opinion is likely to be enjoined, Autymate may obtain the right to continue providing the Autymate Platform, replace or modify the Autymate Platform so that they become non-infringing (in which case, Autymate shall be relieved of all liability under this clause if Account Holder fails to implement such replacement or modification promptly), or, if such remedies are not reasonably available, terminate this Agreement without liability to Account Holder other than payment of the pro-rata portion of fees for the remaining term of this Agreement after Autymate's notice of such claim. THE FOREGOING STATES THE ENTIRE OBLIGATION OF AUTYMATE AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE AUTYMATE PLATFORM. Autymate shall have no liability under this Section 6(b) to the extent that any third-party claims described herein are based on (i) use of the Autymate Platform in a manner that violates this Agreement or the instructions given to Account Holder by Autymate or that is not strictly in accordance with this Agreement or the Documentation; (ii) any information, technology, materials or data (or any portions or components of the preceding) not created or provided by Autymate, (iii) any portion of the Autymate Platform that was modified after delivery by Autymate; (iv) combination of the Autymate Platform with other products, processes or materials not provided by Autymate (where the claim arises from or relates to such combination); or (v) where Account Holder continues infringing activity allegedly after being notified thereof or after being informed of modifications that would have avoided the alleged infringement.

7.

Limitation of Liability and Damages

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES THAT RESULT FROM THIS AGREEMENT, EVEN IF SUCH PARTY OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EITHER PARTY'S OR ITS AFFILIATES' TOTAL LIABILITY TO THE OTHER PARTY FOR ANY DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED IN THE AGGREGATE THE AMOUNTS PAID AND/OR PAYABLE BY THE ACCOUNT HOLDER OR THE RESELLER, AS APPLICABLE, TO AUTYMATE HEREUNDER FOR ACCOUNT HOLDER'S SUBSCRIPTION TO THE AUTYMATE PLATFORM IN THE TWELVE MONTH PERIOD ENDING ON THE DATE SUCH DAMAGES, LOSSES OR CAUSES OF ACTION AROSE. AUTYMATE SHALL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH ACCOUNT HOLDER'S USE OF ANY THIRD-PARTY PRODUCTS, SERVICES, SOFTWARE, OR WEBSITES.

8.

Ownership; Licenses

(a) Account Holder Data
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As between the parties, Account Holder shall retain all right, title, and interest in and to all documents, messages, graphics, logos, images, files, data, and other information transmitted through the Autymate Platform by Account Holder (collectively, the "Account Holder Data"), provided, however, that Account Holder hereby grants to Autymate a worldwide, royalty-free, fully sublicensable, non-exclusive license to use the Account Holder Data solely to implement, maintain and improve the Autymate Platform and fulfill its obligations hereunder. Notwithstanding the preceding, Account Holder Data does not include non-identifiable aggregate data and usage statistics compiled by Autymate in connection with Account Holder's use of the Autymate Platform, which data and statistics each party may use in its discretion (but which Autymate may not disclose to any third party in a manner that identifies Account Holder in connection therewith), and which Autymate shall make available to Account Holder on an ongoing basis during the term hereof.
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(b) Autymations and Connectors
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Autymate will own and retain all right, title, and interest in and to the Autymations or the Connectors and all derivatives to it on the Autymate Platform, excluding any Autymations or Connectors created by Account Holder. Autymate grants to Account Holder a non-exclusive license to make, use, and share Autymations and Connectors with other Autymate users. Autymations and Connectors created by Account Holder are private by default, meaning that Account Holder can decide whether to share such private Autymations with certain users with the Autymate Platform; however, Account Holder can make Autymations created by it public, meaning that any Autymate user can view, copy and modify such Autymations and Connectors. Autymate has no right to resell or reuse any private Autymation or any private Connector. Account Holder grants Autymate an irrevocable, perpetual, transferable and sub-licensable, and worldwide license under any rights Account Holder owns in the Autymations and Connectors created by Account Holder marked public to use, modify and distribute such Autymations and Connectors. Rights to use Autymations and Connectors not created by Account Holder will continue as long as Account Holder has an active subscription to the Autymate Platform.
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(c) Autymate Platform
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Autymate shall own and retain all right, title, and interest in and to the Autymate Platform, as well as any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Account Holder or any other party relating to the Autymate Platform, which is hereby assigned to Autymate. Subject to the terms of this Agreement and during the Term of this Agreement only, Autymate hereby grants to Account Holder a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable, limited-term license (for internal use only) to use the Autymate Platform per this Agreement and the terms of the applicable Order Form. Except as otherwise expressly set forth herein, Autymate does not grant to Account Holder any license, express or implied, to the intellectual property of Autymate or its licensors.

9.

Confidentiality

"Confidential Information" shall mean (a) information relating to a party's (the "Disclosing Party") technology or business that is disclosed hereunder to the other party (the "Receiving Party"); or (b) any information designated in writing, or identified orally at the time of disclosure, by the disclosing party as "confidential" or "proprietary." Any statistics or other user data relating to the Autymate Platform which specifically identifies Account Holder shall be deemed Account Holder's Confidential Information. During the Term of this Agreement, and for two (2) years following termination, neither party will use or disclose any Confidential Information of the other party except as specifically contemplated herein. The preceding restriction does not apply to information that: (a) has been independently developed by the Receiving Party without the use of or access to the Disclosing Party's Confidential Information; (b) has become publicly known through no breach of this Section 9 by the Receiving Party; (c) has been rightfully received by the Receiving Party without obligation of confidentiality from a third party authorized to make such disclosure; (d) has been approved for release in writing by the Disclosing Party; (e) was known by the Receiving Party without obligation of confidentiality before receipt from the Disclosing Party; or (f) is required to be disclosed by a competent legal or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement before disclosure and assists in obtaining an order to protect the information from public disclosure (if legally permissible).

10.

Term; Termination

(a) The term of this Agreement and each applicable Subscription Term will be as outlined in the Order Form between Autymate and the Account Holder or Reseller, as applicable, governing Account Holder's subscription, unless terminated earlier per this Agreement (the "Term").
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(b) The term of each subscription will continue for the period outlined in the applicable Order Form between Account Holder and Autymate or Reseller, as applicable, governing Account Holder's Subscription Term, unless terminated earlier per this Agreement. Each Subscription Term shall automatically renew for successive one (1) year periods at Autymate's then-current pricing for Account Holder's subscription unless either party provides the other party written notice of non-renewal at least thirty (30) days before the end of the then-current term; provided, however, if Account Holder receives access to the Autymate Platform through a Reseller, the Subscription Term and renewal terms shall comply with the Reseller's Order Form with Account Holder.
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(c) In the event of a material breach of this Agreement by either party, the other party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period.
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(d) Upon termination, Autymate will delete all transaction log data for Account Holder's account per Autymate retention policy. Also, Autymate may destroy Account Holder Data left in Autymate's system after termination or expiration of this Agreement upon Account Holder's written request.

11.

Privacy Policy

(a) The provision of personal information in connection with use of Account Holder's personal information submitted to or via the Autymate Platform or the Sites by shall be subject to Autymate's Privacy Policy, found at www.autymate.com/legal/privacy  is hereby incorporated by reference into this Agreement, provided that all references to the "Terms of Service" in the Privacy Policy will refer to this Agreement.
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(b) To the extent that Autymate is a Processor for Account Holder of Personal Data that is subject to certain Data Protection Laws and for which the Account Holder is the Controller (each as defined in the DPA), the EU Data Processing Addendum located at www.autymate.com/legal    (the "DPA") is hereby incorporated into the Agreement to the processing of such Personal Data.

12.

Choice of Law

This Agreement shall be governed by and construed per the laws of the State of Tennessee, without giving effect to principles of conflicts of law. Each party agrees that any action at law or in equity arising out of or relating to this Agreement will be filed only in the state or federal courts in and for Nashville, Tennessee. Each party hereby consents and submits to such courts' personal and exclusive jurisdiction to litigate any such action (subject to the provision of Section 13 hereof). Notwithstanding Section 13, each party shall have the right to pursue injunctive or other equitable relief at any time from a court of competent jurisdiction.

13.

Dispute Resolution

Should a dispute arise out of or relating to this Agreement, the parties shall engage in good faith, informal dispute resolution for a period of thirty (30) days to resolve the dispute. Should the parties fail to resolve such dispute informally, they shall engage in mediation with a mutually agreed-upon mediator in Nashville, Tennessee. If mediation is unsuccessful, the parties agree to submit the dispute to binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single, neutral arbitrator, and the award shall be final, binding, and enforceable in any court of competent jurisdiction. The parties agree to keep the existence, content, and results of the arbitration confidential, except as required by law or as necessary to enforce the award. The binding arbitration shall be at the parties’ joint and equal expense, except that reasonable attorneys’ fees and costs will be awarded to the prevailing party upon conclusion.

14.

Miscellaneous

This Agreement, and any rights and obligations hereunder, may not be transferred or assigned by either party without the other party's prior written consent, except that no such consent shall be required for assignment to a successor or an acquirer of all or substantially all of the assigning party's business or assets to which this Agreement relates. Any purported assignment in violation of the preceding shall be void and without effect. Autymate and Account Holder are independent contractors, and neither Autymate nor Account Holder is an agent, representative, or partner of the other. Autymate and Account Holder shall each have sole responsibility for all acts and omissions of their respective personnel. Neither party shall have any obligation for any employee-related benefits or withholding taxes applicable to the other party's personnel performing services under this Agreement. This Agreement sets forth the entire agreement between Autymate and Account Holder and supersedes all prior agreements (whether written or oral) concerning the subject matter set forth herein. This Agreement may be amended only by a writing executed by a duly authorized representative of each party. Any notices under this Agreement shall be in writing and shall be sent to the email address associated with the account (in the case of Account Holder) or to legal@autymate.com (in the case of Autymate) by facsimile, electronic mail, or nationally recognized express delivery service and deemed given upon receipt. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default and will not act to amend or negate the waiving party's rights. Suppose any provision contained in this Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law. In that case, such provision will be severed and replaced with a new requirement that most closely reflects the original intention of the parties. The remaining provisions of this Agreement will remain in full force and effect

Autymate End User License Agreement

Autymate is licensed to You (End-User) by Autymate LLC (DBA Autymate), located and registered at 41 Peabody St, Autymate, Nashville, Tennessee 37210, United States ("Licensor"), for use only under the terms of this License Agreement.

By loggin in to or downloading the Licensed Application from Apple's software distribution platform ("App Store") and Google's software distribution platform ("Play Store"), and any update thereto (as permitted by this License Agreement), You indicate that You agree to be bound by all of the terms and conditions of this License Agreement, and that You accept this License Agreement. App Store and Play Store are referred to in this License Agreement as "Services."

The parties of this License Agreement acknowledge that the Services are not a Party to this License Agreement and are not bound by any provisions or obligations with regard to the Licensed Application, such as warranty, liability, maintenance and support thereof. Autymate LLC (DBA Autymate), not the Services, is solely responsible for the Licensed Application and the content thereof.

This License Agreement may not provide for usage rules for the Licensed Application that are in conflict with the latest Apple Media Services Terms and Conditions and Google Play Terms of Service ("Usage Rules"). Autymate LLC (DBA Autymate) acknowledges that it had the opportunity to review the Usage Rules and this License Agreement is not conflicting with them.

Autymate when purchased or downloaded through the Services, is licensed to You for use only under the terms of this License Agreement. The Licensor reserves all rights not expressly granted to You. Autymate is to be used on devices that operate with Apple's operating systems ("iOS" and "Mac OS") or Google's operating system ("Android").

1. THE APPLICATION

Autymate ("Licensed Application") is a piece of software created to Autymate is designed to seamlessly connect and unify various business platforms into a single, actionable dashboard and integrate data between business apps. It allows users to centralize their business data from marketing, sales, finance, and operations, providing comprehensive insights through customizable scorecards and dashboards. By automating data collection and reporting, Autymate helps businesses track performance metrics, optimize decision-making, and improve operational efficiency. — and customized for iOS and Android mobile devices ("Devices"). It is used to The main use of Autymate is to provide businesses with a centralized platform to track Key Performance Indicators (KPIs) across multiple departments. It allows for seamless integration of data from various apps, automates reporting, and facilitates data-driven decisions by offering real-time insights into business performance.

The Licensed Application may include access to Autymate’s services and automated workflows ("Autymations"), which use Connectors to enable data transfer between software applications. These integrations help streamline workflows and improve data accuracy across various apps and platforms.

Furthermore, it is used to In addition to tracking KPIs, Autymate also excels at integrating multiple business systems. By connecting platforms related to marketing, finance, and operations, Autymate allows businesses to streamline their workflows and improve data accuracy. Its powerful integration capabilities enable seamless data synchronization across applications, reducing manual input and minimizing errors. This allows for a unified, real-time view of business metrics, facilitating more efficient decision-making..

The Licensed Application is not tailored to comply with industry-specific regulations (Health PpppppInsurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Licensed Application. You may not use the Licensed Application in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

2. SCOPE OF LICENSE

  • You are given a non-transferable, non-exclusive, non-sublicensable license to install and use the Licensed Application on any devices that You (End-User) own or control, and as permitted by the Usage Rules. The Licensed Application may be accessed and used by other accounts associated with You (End-User, The Purchaser) via Family Sharing or volume purchasing, where applicable. You may use the Licensed Application solely for your business operations, under the terms outlined in this Agreement.
  • This license also governs any updates or modifications provided by Autymate that replace, repair, and/or supplement the original Licensed Application unless a separate license is provided for such updates.
  • You may not share, sell, rent, lend, lease, or otherwise redistribute the Licensed Application to third parties unless expressly permitted by the Usage Rules or with Autymate’s prior written consent. Additionally, you may not reverse-engineer, decompile, disassemble, or attempt to derive the source code of any part of the Autymate Platform, except to the extent that such activity is expressly permitted by law or with Autymate's prior written consent.
  • You may not reverse engineer, translate, disassemble, integrate, decompile, remove, modify, combine, create derivative works or updates of, adapt, or attempt to derive the source code of the Licensed Application, or any part thereof (except with Autymate LLC (DBA Autymate)'s prior written consent).
  • You may not copy (excluding when expressly authorized by this license and the Usage Rules) or alter the Licensed Application or portions thereof. You may create and store copies only on devices that You own or control for backup keeping under the terms of this license, the Usage Rules, and any other terms and conditions that apply to the device or software used. You may not remove any intellectual property notices. You acknowledge that no unauthorized third parties may gain access to these copies at any time. If you sell your Devices to a third party, you must remove the Licensed Application from the Devices before doing so.
  • Violations of the obligations mentioned above, as well as the attempt of such infringement, may be subject to prosecution and damages.
  • Licensor reserves the right to modify the terms and conditions of licensing.
  • Nothing in this license should be interpreted to restrict third-party terms. When using the Licensed Application, You must ensure that You comply with applicable third-party terms and conditions.

3. PROHIBITED ACTIVITIES

You agree not to use the Licensed Application for:

  • Any unlawful or fraudulent activities;
  • Misuse of server resources, such as sending automated requests that cause disruptions to the Licensed Application;
  • Accessing or attempting to access unauthorized accounts or data;
  • Any actions that could interfere with or disrupt the integrity or performance of the Licensed Application or related services;
  • Using the Licensed Application to develop a competing product or service without Autymate’s express consent.

Violations of this section may result in immediate termination of your access to the Licensed Application, in addition to other legal remedies.

4. TECHNICAL REQUIREMENTS

  • Licensor attempts to keep the Licensed Application updated so that it complies with modified/new versions of the firmware and new hardware. You are not granted rights to claim such an update.
  • You acknowledge that it is Your responsibility to confirm and determine that the app end-user device on which You intend to use the Licensed Application satisfies the technical specifications mentioned above.
  • Licensor reserves the right to modify the technical specifications as it sees appropriate at any time.

5. SERVICE AVAILABILITY

Autymate aims to provide reliable access to the Licensed Application with an uptime of at least 98%. However, you acknowledge that there may be occasional downtime due to scheduled maintenance, updates, or unforeseen technical issues. Autymate will make commercially reasonable efforts to notify users of scheduled downtime.

Autymate is not responsible for downtime or access issues caused by third-party service providers (e.g., cloud hosting, internet service) or disruptions that are beyond Autymate’s control.

6. FEES AND BILLING

  • Account Holder shall pay all applicable fees based on their chosen subscription plan (monthly or annual) through automatic billing managed by Stripe. Fees are non-refundable and tied to the scope of the purchased subscription plan, whether monthly or annually.
  • Fees are charged automatically in advance via Stripe, based on the Account Holder's subscription cycle (monthly or annually). Payment will be processed using the payment method provided at the time of subscription. Autymate reserves the right to suspend or terminate access to the platform in the event of failed payments or non-payment.
  • If Account Holder signs up for a free trial, the subscription will automatically convert to a paid subscription at the end of the trial period unless canceled before the trial ends. At the end of the trial, the Account Holder's payment method will be automatically billed for the applicable subscription fees.
  • Automatic Renewal: Subscriptions are automatically renewed at the end of the subscription period (monthly or annually), unless canceled by the Account Holder prior to the renewal date. The payment method provided by the Account Holder will be charged automatically for the renewal period unless the subscription is canceled through the Autymate Platform or by contacting support.
  • Refund Policy: All subscription fees are non-refundable once the subscription period begins. If you cancel your subscription before the next billing cycle, your account will remain active until the end of the current paid period, but no refunds or credits will be issued for any unused portion of the subscription.
  • Cancellation Policy: You may cancel your subscription at any time through the Autymate Platform or by contacting support. Cancellations will take effect at the end of your current billing cycle, and no further charges will be incurred unless you reactivate your account.

7. MODIFICATIONS TO THE SERVICE OR PRICING

  • Autymate reserves the right to modify, suspend, or discontinue any part of the Licensed Application or its associated services at any time, with or without notice. This includes, but is not limited to, changes to features, functionalities, and pricing.
  • In the event of a significant change to pricing or services that materially affects your subscription, you will be notified in advance and given the opportunity to cancel your subscription before the changes take effect.

8. SECURITY AND DATA PROTECTION

  • Autymate implements industry-standard security measures to protect the confidentiality, integrity, and availability of your data. However, you are responsible for ensuring that any credentials, such as usernames and passwords, are kept secure and confidential.
  • In the event of a data breach affecting your personal information, Autymate will notify you as soon as possible, following applicable data protection regulations.
  • You are responsible for ensuring that your use of the Licensed Application complies with all applicable data protection laws and that any personal data you process through the Licensed Application is handled securely.

9. MAINTENANCE AND SUPPORT

  • The Licensor is solely responsible for providing any maintenance and support services for this Licensed Application. You can reach the Licensor at the email address listed in the App Store or Play Store Overview for this Licensed Application.
  • Autymate LLC (DBA Autymate) and the End-User acknowledge that the Services have no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.

10. USE OF DATA

You acknowledge that Licensor will be able to access and adjust Your downloaded Licensed Application content and Your personal information, and that Licensor's use of such material and information is subject to Your legal agreements with Licensor and Licensor's privacy policy: https://www.Autymate.com/legal/privacy-policy.

You acknowledge that the Licensor may periodically collect and use technical data and related information about your device, system, and application software, and peripherals, offer product support, facilitate the software updates, and for purposes of providing other services to you (if any) related to the Licensed Application. Licensor may also use this information to improve its products or to provide services or technologies to you, as long as it is in a form that does not personally identify you.

Autymate may collect and use technical data and related information about your device, system, and application software, and peripherals. This data collection is for the purposes of facilitating software updates, product support, and for improving the Autymate Platform.

Additionally, Autymate will maintain data security protections in accordance with industry standards. Account Holders may review Autymate's privacy policy for full details: Privacy Policy.

11. DATA PROTECTION COMPLIANCE

Autymate complies with applicable data protection laws, including the General Data Protection Regulation (GDPR) for users within the European Union and the California Consumer Privacy Act (CCPA) for users in California. For details on how Autymate processes and stores personal data, please review our Privacy Policy.

12. USER-GENERATED CONTRIBUTIONS

The Licensed Application may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or in the Licensed Application, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Licensed Application and through third-party websites or applications. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:

  1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Licensed Application, and other users of the Licensed Application to use your Contributions in any manner contemplated by the Licensed Application and this License Agreement.
  3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness or each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Licensed Application and this License Agreement.
  4. Your Contributions are not false, inaccurate, or misleading.
  5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
  7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
  9. Your Contributions do not violate any applicable law, regulation, or rule.
  10. Your Contributions do not violate the privacy or publicity rights of any third party.
  11. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
  12. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
  13. Your Contributions do not otherwise violate, or link to material that violates, any provision of this License Agreement, or any applicable law or regulation.

Any use of the Licensed Application in violation of the foregoing violates this License Agreement and may result in, among other things, termination or suspension of your rights to use the Licensed Application.

13. CONTRIBUTION LICENSE

You retain ownership of all your Contributions (i.e., comments, media, etc.), but by making them available through the Autymate Platform, you grant Autymate a non-exclusive, royalty-free license to use, copy, distribute, and modify those Contributions.

Autymate has no right to resell or reuse any private Contributions you submit. Contributions are private by default, but you may choose to make them public, allowing other users to access, modify, or share them. You waive all moral rights in your Contributions.

By posting your Contributions to any part of the Licensed Application or making Contributions accessible to the Licensed Application by linking your account from the Licensed Application to any of your social networking accounts, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use copy, reproduce, disclose, sell, resell, publish, broad cast, retitle, archive, store, cache, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial advertising, or otherwise, and to prepare derivative works of, or incorporate in other works, such as Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area in the Licensed Application. You are solely responsible for your Contributions to the Licensed Application and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to recategorize any Contributions to place them in more appropriate locations in the Licensed Application; and (3) to prescreen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

14. LIABILITY

  • Licensor's responsibility in the case of violation of obligations and tort shall be limited to intent and gross negligence. Only in case of a breach of essential contractual duties (cardinal obligations), Licensor shall also be liable in case of slight negligence. In any case, liability shall be limited to the foreseeable, contractually typical damages. The limitation mentioned above does not apply to injuries to life, limb, or health.
  • Licensor takes no accountability or responsibility for any damages caused due to a breach of duties according to Section 2 of this License Agreement. To avoid data loss, You are required to make use of backup functions of the Licensed Application to the extent allowed by applicable third-party terms and conditions of use. You are aware that in case of alterations or manipulations of the Licensed Application, You will not have access to the Licensed Application.

In no event will Autymate be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or use, arising out of or related to your use of the Licensed Application, even if advised of the possibility of such damages.

Autymate’s total liability to you for any claims arising out of or related to this License Agreement shall be limited to the total amount paid by you for the Licensed Application in the 12 months preceding the claim.

15. WARRANTY

  • Licensor warrants that the Licensed Application is free of spyware, trojan horses, viruses, or any other malware at the time of Your download. Licensor warrants that the Licensed Application works as described in the user documentation.
  • No warranty is provided for the Licensed Application that is not executable on the device, that has been unauthorizedly modified, handled inappropriately or culpably, combined or installed with inappropriate hardware or software, used with inappropriate accessories, regardless if by Yourself or by third parties, or if there are any other reasons outside of Autymate LLC (DBA Autymate)'s sphere of influence that affect the executability of the Licensed Application.
  • You are required to inspect the Licensed Application immediately after installing it and notify Autymate LLC (DBA Autymate) about issues discovered without delay by email provided in Contact Information section below. The defect report will be taken into consideration and further investigated if it has been emailed within a period of thirty (30) days after discovery.
  • If we confirm that the Licensed Application is defective, Autymate LLC (DBA Autymate) reserves a choice to remedy the situation either by means of solving the defect or substitute delivery.
  • In the event of any failure of the Licensed Application to conform to any applicable warranty, You may notify the Services Store Operator, and Your Licensed Application purchase price will be refunded to You. To the maximum extent permitted by applicable law, the Services Store Operator will have no other warranty obligation whatsoever with respect to the Licensed Application, and any other losses, claims, damages, liabilities, expenses, and costs attributable to any negligence to adhere to any warranty.
  • If the user is an entrepreneur, any claim based on faults expires after a statutory period of limitation amounting to twelve (12) months after the Licensed Application was made available to the user. The statutory periods of limitation given by law apply for users who are consumers.

16. PRODUCT CLAIMS

Autymate LLC (DBA Autymate) and the End-User acknowledge that Autymate LLC (DBA Autymate), and not the Services, is responsible for addressing any claims of the End-User or any third party relating to the Licensed Application or the End-User’s possession and/or use of that Licensed Application, including, but not limited to:

  • product liability claims;
  • any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and
  • claims arising under consumer protection, privacy, or similar legislation, including in connection with Your Licensed Application’s use of the HealthKit and HomeKit.

17. LEGAL COMPLIANCE

You represent and warrant that You are not located in a country that is subject to a US Government embargo, or that has been designated by the US Government as a "terrorist supporting" country; and that You are not listed on any US Government list of prohibited or restricted parties.

18. TERMINATION

The license is valid until terminated by Autymate LLC (DBA Autymate) or by You. Your rights under this license will terminate automatically and without notice from Autymate LLC (DBA Autymate) if You fail to adhere to any term(s) of this license. Upon License termination, You shall stop all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application.

This License Agreement is valid until terminated by either party. Autymate may terminate the Agreement if you fail to comply with the terms. Upon termination, you must delete or destroy all copies of the Licensed Application.

Upon termination, Autymate will delete all transaction log data for the account per Autymate’s retention policy. Account Holder can request in writing the deletion of remaining data.

Autymate reserves the right to terminate this License Agreement for convenience, with thirty (30) days' written notice to the Account Holder. You may also terminate your subscription at any time for convenience, in accordance with our cancellation policy.

We reserve the right to modify, suspend, or terminate any free trial or 100% discounted subscription at our discretion without prior notice. This includes the right to cancel access during the trial period for any reason. If a billing error occurs and a free trial account is charged but all collected funds are refunded, we also reserve the right to cancel that subscription without notice.

19. THIRD-PARTY TERMS OF AGREEMENTS AND BENEFICIARY

Autymate LLC (DBA Autymate) represents and warrants that Autymate LLC (DBA Autymate) will comply with applicable third-party terms of agreement when using Licensed Application.

In Accordance with Section 9 of the "Instructions for Minimum Terms of Developer's End-User License Agreement," both Apple and Google and their subsidiaries shall be third-party beneficiaries of this End User License Agreement and — upon Your acceptance of the terms and conditions of this License Agreement, both Apple and Google will have the right (and will be deemed to have accepted the right) to enforce this End User License Agreement against You as a third-party beneficiary thereof.

20. INTELLECTUAL PROPERTY RIGHTS

Autymate LLC (DBA Autymate) and the End-User acknowledge that, in the event of any third-party claim that the Licensed Application or the End-User's possession and use of that Licensed Application infringes on the third party's intellectual property rights, Autymate LLC (DBA Autymate), and not the Services, will be solely responsible for the investigation, defense, settlement, and discharge or any such intellectual property infringement claims.

Customer Indemnification: You agree to indemnify and hold Autymate harmless from any claims, damages, losses, or expenses (including attorneys' fees) arising from or related to your use of the Licensed Application in violation of any third-party intellectual property rights or applicable law.

21. APPLICABLE LAW

This License Agreement is governed by the laws of the State of Tennessee excluding its conflicts of law rules.

22. MISCELLANEOUS

If any of the terms of this agreement should be or become invalid, the validity of the remaining provisions shall not be affected. Invalid terms will be replaced by valid ones formulated in a way that will achieve the primary purpose.               17.2  Collateral agreements, changes and amendments are only valid if laid down in writing. The preceding clause can only be waived in writing.

23. DISPUTE RESOLUTION

Should a dispute arise, the parties shall engage in informal dispute resolution for thirty (30) days. If no resolution is reached, disputes will be submitted to binding arbitration administered by the American Arbitration Association (AAA), conducted in accordance with its rules. The arbitration will be confidential, and the award shall be final, binding, and enforceable in court.

24. FORCE MAJEURE

Autymate shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, labor disputes, internet outages, power failures, government actions, or any other similar events or circumstances. If a force majeure event occurs, Autymate will make reasonable efforts to notify users and resume services as soon as practicable.

25. DISPUTE RESOLUTION

  • (a) Mediation: In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties agree to first attempt to resolve the dispute through good faith negotiation. If such negotiations do not resolve the issue, the parties agree to submit the dispute to mediation. The mediation shall take place online or in Williamson County, Tennessee, depending on the parties’ preference, and shall be conducted by a mutually agreed-upon mediator. Each party shall bear its own costs for mediation, and the mediation shall be completed within thirty (30) days of the initial request, unless otherwise agreed.
  • (b) Binding Arbitration: If mediation is unsuccessful, the parties agree that the dispute shall be resolved by binding arbitration administered by the American Arbitration Association (AAA), in accordance with its Commercial Arbitration Rules. The arbitration shall take place either online or in Williamson County, Tennessee, as agreed by the parties. The decision of the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction. The arbitration and any related proceedings shall remain confidential, except as necessary to enforce the arbitrator's award.
  • (c) Jurisdiction and Venue: In the event that a dispute is not resolved through mediation or arbitration, any legal proceedings arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in Williamson County, Tennessee. The parties hereby consent to the personal jurisdiction of such courts and waive any objection to venue in such courts.

26. API USAGE AND RATE LIMITS

If you are provided with access to the Autymate API, you agree to comply with all usage limits, rate limits, and access restrictions as outlined in the API documentation. Excessive use or abuse of the API may result in suspension or termination of API access. Autymate reserves the right to modify or enforce stricter rate limits at any time to maintain the performance of the Licensed Application.

27. CONTACT INFORMATION

For general inquiries, complaints, questions or claims concerning the Licensed Application, please contact:

Legal Department
Autymate
41 Peabody St
Nashville, TN 37210
United States
‍Support+EULA@Autymate.com

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