Terms of Service | Autymate

These Terms of Service (the “Terms of Service”), together with the applicable Order Form (defined in Section 1 below), govern the use of the Autymate Platform (defined in Section 1 below) by the account holder identified in the applicable Order Form (“Account Holder”). These Terms of Service together with the applicable Order Form (collectively, the “Agreement”) constitutes the full legal agreement between Account Holder and Autymate, Inc. (“Autymate”) with respect to Account Holder’s use of the Autymate Platform. PLEASE NOTE, THESE TERMS OF SERVICE CONTAIN 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, SUBMITTING AN ORDER FORM AND/OR 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 THESE TERMS OF SERVICE). 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 certain 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 that are carried out across multiple software applications based on the occurrence of a designated trigger event (“Auty-mations”). Each Recipe has a unique ID that identifies. Auty-mations may use one or more software scripts or application programming interfaces to enable the transfer of data 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 is set forth in the applicable order form entered into between Account Holder and Autymate (each an “Order Form”). In the event of any inconsistency between the Order Form and these Terms of Service, the Order Form will prevail, provided that the Order Form specifically states the section of these Terms of Service that such subsequent agreement amends and restates. 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 Period”), 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 in accordance with the applicable Documentation. Should a failure to conform to this warranty be reported to Autymate during the warranty period, 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. Notwithstanding the foregoing, 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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(c) Autymate may interrupt access to the Autymate Platform (i) for scheduled maintenance typically performed during the hours of 10pm to 6am 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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(d) Account Holder acknowledges and agrees that Account Holder and its authorized users’ use of the Autymate Platform is dependent upon 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, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. 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. Terms of Payment

(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 (defined in Section 10(a) below). Subscription fees are based on annual periods. For purposes of this Agreement and the applicable Order Form, a “Autymate Integration Transaction” occurs each time a Recipe performs a task (i.e., each time a Recipe makes an API call).
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(b) Fees will be invoiced in accordance with 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 in accordance with 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 any amounts invoiced hereunder are not received by Autymate 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 Section 3(a) 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 Section 3 of these Terms of Service.
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(d) Account Holder acknowledges that, if Account Holder receives access to the Autymate Platform through an authorized reseller (the “Reseller”) and that if such Reseller is in breach of its obligations to Autymate (including a failure to pay Autymate the fees owed), then Autymate may at its discretion terminate this Agreement and cease providing the Autymate Platform to Account Holder without incurring any liability to either the Account Holder or the Reseller.
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(e) 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. If Autymate has the legal obligation to pay or collect Taxes for which Account Holder is responsible under this paragraph, 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 appropriate taxing authority. Autymate is solely responsible for taxes assessable against Autymate based on Autymate's net income.

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 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 of this Agreement and will be responsible for all of such authorized users’ activity in connection 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 own business operations and no right is granted hereunder to use the Autymate Platform for the benefit of third parties in a service bureau, time-sharing or managed service provider arrangement. Autymate competitors or individuals acting on behalf of a 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.

5. Mutual Representations and Warranties; Disclaimer

(a) 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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(b) OTHER THAN THE EXPRESS WARRANTIES IN SECTION 5(A), 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 (a) promptly gives Account Holder written notice of the Claim against Autymate, (b) 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 (c) 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 arise from or relate 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 Auty-mations 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. In the event that 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 pursuant to this clause if Account Holder fails to promptly implement such replacement or modification), 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 subsequent to 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 foregoing) 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 allegedly infringing activity 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 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 WEB SITES.

8. Ownership; Licenses

(a) Account Holder Data 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 sublicenseable, non-exclusive license to use the Account Holder Data solely for the purposes of implementing, maintaining and improving the Autymate Platform and fulfilling its obligations hereunder. Notwithstanding the foregoing, 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) Auty-mations and Connectors. Autymate will own and retain all right, title, and interest in and to the Auty-mations or the Connectors and all derivatives thereto on the Autymate Platform, excluding any Auty-mations or Connectors created by Account Holder. Autymate grants to Account Holder a non-exclusive license to make, use, and share Auty-mations and Connectors with other Autymate users. Auty-mations and Connectors created by Account Holder are private by default, meaning that Account Holder can decide whether to share such private Auty-mations with certain users with the Autymate Platform; however, Account Holder can make Auty-mations created by it public, meaning that any Autymate user can view, copy and modify such Auty-mations and Connectors. Autymate has no right to resell or reuse any private Recipe or any private Connector. Account Holder grants Autymate an irrevocable, perpetual, transferable and sublicensable and worldwide license under any rights Account Holder owns in the Auty-mations and Connectors created by Account Holder that are marked public, to use, modify and distribute such Auty-mations and Connectors. Account Holder further agrees that Account Holder will not assert any claim or prosecute any action against Autymate or any of Autymate’s customers for infringement or misappropriation of any Auty-mations or Connectors created by Account Holder based on or arising from Auty-mations and Connectors that are developed by Autymate or its customers which are similar to or the same as any Auty-mations and Connectors created by Account Holder. Rights to use Auty-mations 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. 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 are 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 in accordance with 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 time of disclosure, by the disclosing party as “confidential” or “proprietary.” Any statistics or other user data relating to the Autymate Platform which specifically identify Account Holder shall be deemed Account Holder’s Confidential Information. During the Term of this Agreement, and for a period of two (2) years following termination, neither party will use or disclose any Confidential Information of the other party except as specifically contemplated herein. The foregoing restriction does not apply to information that: (a) has been independently developed by the Receiving Party without 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 prior to 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 prior to 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 will commence on the Effective Date and will continue for as long as the Autymate Platform is being provided to Account Holder under this Agreement (the “Term”). The term of each subscription will continue for the period set forth in the applicable Order Form between Autymate and the Account Holder or Reseller, as applicable, governing Account Holder’s subscription, unless terminated earlier in accordance with this Agreement (the “Subscription Term”). 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 prior to the end of the then-current term.
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(b) 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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(c) Upon termination of this Agreement, Autymate will delete all transaction log data for Account Holder’s account in accordance with Autymate retention policy. In addition, 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

The provision of personal information in connection with use of the Autymate Platform by Account Holder’s employees shall be subject to Autymate’s Privacy Policy, found at www.Autymate.com/legal/privacy-policy, which 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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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/dpa (the “DPA”) is hereby incorporated into the Agreement with respect to the processing of such Personal Data.

12. Choice of Law

This Agreement shall be governed by and construed in accordance with 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, and each party hereby consents and submits to the personal and exclusive jurisdiction of such courts for the purposes of litigating 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. Arbitration

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 foregoing 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 pursuant to this Agreement. This Agreement sets forth the entire agreement between Autymate and Account Holder, and supersedes any and all prior agreements (whether written or oral) with respect to 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 rights of the waiving party. If any provision contained in this Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.

Autymate Terms of Service

We are Autymate LLC, doing business as Autymate ("Company," "we," "us," "our"), a company registered in Tennessee, United States at 41 Peabody St, Autymate, Nashville, TN 37210.

We operate the website https://Autymate.com (the "Site"), the mobile application Autymate (the "App"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").

Autymate is a powerful app designed to seamlessly connect and unify your business apps into a single, actionable dashboard. By turning your app data into detailed, drill-down views, Autymate helps you track key performance indicators across marketing, sales, finance, and operations with ease. With its simple setup and automation capabilities, Autymate saves time, reduces manual tasks, and empowers teams to make data-driven decisions quickly and effectively.

You can contact us by phone at 1 (502) 276-7002, email at Support@Autymate.com, or by mail to 41 Peabody St, Autymate, Nashville, TN 37210, United States.

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you"), and Autymate LLC, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Services from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Legal Terms from time to time. We will alert you about any changes by updating the "Last updated" date of these Legal Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Legal Terms to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Legal Terms by your continued use of the Services after the date such revised Legal Terms are posted.

The Services are intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Services.

We recommend that you print a copy of these Legal Terms for your records.

1. OUR SERVICES

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

Industry-Specific Compliance

Autymate.com is committed to complying with all applicable industry-specific regulations and standards. This includes but is not limited to:

Data Protection Laws: Compliance with the General Data Protection Regulation (GDPR), California Consumer Privacy Act (CCPA), and other applicable privacy laws to ensure the protection of user data.
Financial and Security Regulations: Autymate.com does not store or process payment card information directly. Stripe, a third-party payment processor, handles all payment transactions. Stripe fully complies with the Payment Card Industry Data Security Standard (PCI-DSS), ensuring that all payment data is handled securely and by industry standards.
Technology Standards: Compliance with cybersecurity and software standards to ensure the platform’s safety and security. We continuously monitor relevant regulatory developments to ensure ongoing compliance with industry-specific laws that apply to our services.

2. INTELLECTUAL PROPERTY RIGHTS**

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in or through the Services "AS IS" for your internal business purpose only.

As between the parties, you retain all right, title, and interest in and to all data transmitted through the Autymate Platform by you (“Account Holder Data”). You grant Autymate a worldwide, royalty-free, sublicensable, non-exclusive license to use the Account Holder Data solely for the purpose of operating, maintaining, and improving the platform.

Your use of our Services

Subject to your compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below, we grant you a non-exclusive, non-transferable, revocable license to:

access the Services; and
download or print a copy of any portion of the Content to which you have properly gained access.

Solely for your internal business purpose.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: Support@Autymate.com. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

Account Holder Data: As between the parties, you retain all rights, title, and interest in and to all data transmitted through the Autymate Platform by you (“Account Holder Data”). You grant Autymate a worldwide, royalty-free, sublicensable, non-exclusive license to use the Account Holder Data solely for the purpose of operating, maintaining, and improving the Autymate Platform.

Integrations and Connectors: You may make private Integrations and Connectors created by you available to other users of the Autymate Platform. By marking any Integration as public, you grant Autymate an irrevocable, perpetual, sublicensable license to use, modify, and distribute such public Integrations or Connectors. Autymate shall not resell or reuse any private Integrations or Connectors.

Your submissions and contributions

Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

Contributions: The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or through the Services, including but not limited to text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions, personal information, or other material ("Contributions"). Any Submission that is publicly posted shall also be treated as a Contribution.

You understand that Contributions may be viewable by other users of the Services and possibly through third-party websites.

When you post Contributions, you grant us a license (including use of your name, trademarks, and logos): By posting any Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit your Contributions (including, without limitation, your image, name, and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, your Contributions, and to sublicense the licenses granted in this section. Our use and distribution may occur in any media formats and through any media channels.

This license 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 are responsible for what you post or upload: By sending us Submissions and/or posting Contributions through any part of the Services or making Contributions accessible through the Services by linking your account through the Services to any of your social networking accounts, you:

confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not post, send, publish, upload, or transmit through the Services any Submission nor post any Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
to the extent permissible by applicable law, waive any and all moral rights to any such Submission and/or Contribution;
warrant that any such Submission and/or Contributions are original to you or that you have the necessary rights and licenses to submit such Submissions and/or Contributions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions and/or Contributions; and
warrant and represent that your Submissions and/or Contributions do not constitute confidential information.

You are solely responsible for your Submissions and/or Contributions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.

We may remove or edit your Content: Although we have no obligation to monitor any Contributions, we shall have the right to remove or edit any Contributions at any time without notice if in our reasonable opinion we consider such Contributions harmful or in breach of these Legal Terms. If we remove or edit any such Contributions, we may also suspend or disable your account and report you to the authorities.

Any custom-built Integrations, Connectors, Metrics, Scorecards or Reports developed by you using our platform remain your property. However, if shared publicly, Autymate reserves the right to use or modify these for the broader platform's functionality, in line with the license granted under these Terms.

Copyright infringement

3. USER REPRESENTATIONS

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

4. USER REGISTRATION**

You may be required to register to use the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

PURCHASES AND PAYMENT

We accept the following forms of payment:

Visa
Mastercard
American Express
Discover
PayPal
ACH

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in US dollars.

You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

We reserve the right to refuse any order placed through the Services. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors.

6. SUBSCRIPTIONS

Billing and Renewal

Your subscription plan and access to the Autymate Platform may be governed by a specific Order Form, which will outline the scope of your subscription. In the event of any inconsistency between the Order Form and these Terms of Service, the Order Form will prevail, provided that the Order Form specifically states the section of these Terms of Service that such subsequent agreement amends and restates.

Your subscription will continue and automatically renew unless canceled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. The length of your billing cycle will depend on the type of subscription plan you choose when you subscribed to the Services.

Free Trial

We offer a 14-day free trial to new users who register with the Services. The account will be charged according to the user's chosen subscription at the end of the free trial. Your subscription will automatically convert to a paid plan at the end of the trial period unless you cancel before the trial ends. You will receive a notification before your trial expires to avoid any unintentional charges.

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.

Cancellation

All purchases are non-refundable. You can cancel your subscription at any time by contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term. If you have any questions or are unsatisfied with our Services, please email us at Support@Autymate.com.

Fee Changes

We may, from time to time, make changes to the subscription fee and will communicate any price changes to you in accordance with applicable law.

If any subscription fee remains unpaid after its due date, we reserve the right to charge a late fee of 1.5% per month or the highest amount allowed by law, whichever is lower, on the unpaid balance.

7. PROHIBITED ACTIVITIES

You may not access or use the Services for any purpose other than that for which we make the Services available. The Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Services, you agree not to:

Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
Use any information obtained from the Services in order to harass, abuse, or harm another person.
Make improper use of our support services or submit false reports of abuse or misconduct.
Use the Services in a manner inconsistent with any applicable laws or regulations.
Engage in unauthorized framing of or linking to the Services.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Delete the copyright or other proprietary rights notice from any Content.
Attempt to impersonate another user or person or use the username of another user.
Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats ("gifs"), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as "spyware" or "passive collection mechanisms" or "pcms").
Interfere with, disrupt, or create an undue burden on the Services or the networks or services connected to the Services.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
Copy or adapt the Services' software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
Use a buying agent or purchasing agent to make purchases on the Services.
Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.

8. USER GENERATED CONTRIBUTIONS

The Services 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 on the Services, 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 Services and through third-party websites. 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:

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.
You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Legal Terms.
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 of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Legal Terms.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
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.
Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Legal Terms, or any applicable law or regulation.

Any use of the Services in violation of the foregoing violates these Legal Terms and may result in, among other things, termination or suspension of your rights to use the Services.

9. CONTRIBUTION LICENSE

By posting your Contributions to any part of the Services or making Contributions accessible to the Services by linking your account from the Services 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, broadcast, retitle, archive, store, cache, publicly perform, 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 into other works, such 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 on the Services. You are solely responsible for your Contributions to the Services 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 re-categorize any Contributions to place them in more appropriate locations on the Services; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

10. GUIDELINES FOR REVIEWS**

We may provide you areas on the Services to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hateful language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.

We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to review.

11. MOBILE APPLICATION LICENSE

Use License

If you access the Services via the App, then we grant you a revocable, non-exclusive, non-transferable, limited right to install and use the App on wireless electronic devices owned or controlled by you, and to access and use the App on such devices strictly in accordance with the terms and conditions of this mobile application license contained in these Legal Terms. You shall not: (1) except as permitted by applicable law, decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the App; (2) make any modification, adaptation, improvement, enhancement, translation, or derivative work from the App; (3) violate any applicable laws, rules, or regulations in connection with your access or use of the App; (4) remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the App; (5) use the App for any revenue-generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended; (6) make the App available over a network or other environment permitting access or use by multiple devices or users at the same time; (7) use the App for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the App; (8) use the App to send automated queries to any website or to send any unsolicited commercial email; or (9) use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the App.

Apple and Android Devices

The following terms apply when you use the App obtained from either the Apple Store or Google Play (each an "App Distributor") to access the Services: Your use of the App is subject to the applicable terms and policies of the App Store or Google Play, and you are responsible for compliance with those terms. (1) the license granted to you for our App is limited to a non-transferable license to use the application on a device that utilizes the Apple iOS or Android operating systems, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2) we are responsible for providing any maintenance and support services with respect to the App as specified in the terms and conditions of this mobile application license contained in these Legal Terms or as otherwise required under applicable law, and you acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the App; (3) in the event of any failure of the App to conform to any applicable warranty, you may notify the applicable App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the App, and to the maximum extent permitted by applicable law, the App Distributor will have no other warranty obligation whatsoever with respect to the App; (4) you represent and warrant that (i) 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 (ii) you are not listed on any US government list of prohibited or restricted parties; (5) you must comply with applicable third-party terms of agreement when using the App, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the App; and (6) you acknowledge and agree that the App Distributors are third-party beneficiaries of the terms and conditions in this mobile application license contained in these Legal Terms, and that each App Distributor will have the right (and will be deemed to have accepted the right) to enforce the terms and conditions in this mobile application license contained in these Legal Terms against you as a third-party beneficiary thereof.

12. SOCIAL MEDIA

As part of the functionality of the Services, you may link your account with online accounts you have with third-party service providers (each such account, a "Third-Party Account") by either: (1) providing your Third-Party Account login information through the Services; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the "Social Network Content") so that it is available on and through the Services via your account, including without limitation any friend lists and (2) we may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Services. You will have the ability to disable the connection between your account on the Services and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Services. You can deactivate the connection between the Services and your Third-Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account, except the username and profile picture that become associated with your account.

13. THIRD-PARTY WEBSITES AND CONTENT

The Services may contain (or you may be sent via the Site or App) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

We are not responsible for the functionality or availability of any third-party services, and we make no guarantees regarding the accuracy, reliability, or compliance of these services.

14. SERVICES MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

15. PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy: http://www.Autymate.com/legal/privacy-policy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms. Please be advised the Services are hosted in the United States. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

We implement security measures designed to protect your personal information from unauthorized access, disclosure, or accidental loss. While we take reasonable precautions to safeguard your data, we cannot guarantee absolute security. Users are responsible for maintaining the security of any passwords or other authentication mechanisms used to access our Services.

To the extent that Autymate is a Processor for your Personal Data under GDPR or other Data Protection Laws where you are the Controller, the EU Data Processing Addendum (DPA) is hereby incorporated into this Agreement with respect to such processing.

16. COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a "Notification"). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.

17. TERM AND TERMINATION

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

Upon termination of this Agreement, Autymate will delete all transaction log data associated with your account in accordance with its data retention policy. Autymate will retain Account Holder Data for as long as necessary to comply with legal obligations, resolve disputes, or enforce our agreements. However, Autymate will delete your data upon request, except where retention is required by law or legitimate business purposes. All user data will be handled in accordance with our Privacy Policy and applicable data protection laws.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

18. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We may interrupt access to the Autymate Platform for scheduled maintenance typically performed during the hours of 10:00 p.m. to 7:00 a.m. CST, beginning Friday evening, and typically lasting no more than two hours. Emergency or unscheduled maintenance may also occur but will be limited to a maximum of 120 minutes per calendar month.

Autymate warrants that during the applicable term of your subscription to the Autymate Platform, the platform will perform substantially in accordance with the documentation provided. Should a failure to conform to this warranty be reported, Autymate’s sole obligation will be to correct the nonconformance within a reasonable period of time. Additionally, Autymate will maintain data security protections in accordance with the Autymate Security Overview.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

19. GOVERNING LAW

These Legal Terms and your use of the Services are governed by and construed in accordance with the laws of the State of Tennessee applicable to agreements made and to be entirely performed within the State of Tennessee, without regard to its conflict of law principles.

This agreement shall be governed by and construed in accordance with the laws of the State of Tennessee in Willamson County, without giving effect to principles of conflicts of law.

20. DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Mediation: In the event of a dispute, the parties shall first engage in good faith mediation with a mutually agreed-upon mediator in Nashville, Tennessee. If mediation is unsuccessful, the dispute will be submitted to binding arbitration.

Nothing in this Dispute Resolution section shall prevent Autymate from seeking injunctive relief or other equitable remedies in cases involving the protection of intellectual property, unauthorized use of the Services, or breach of confidentiality obligations.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. Any disputes arising from these Terms will be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The AAA Rules are available at http://www.adr.org or by calling 1-800-778-7879. Location: Arbitration will occur in Williamson County, Tennessee or the United States District Court for the Middle District to Tennessee, or remotely if agreed by both parties. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable arbitrator rules or applicable law, the arbitration will take place in Williamson County, Tennessee or the United States District Court for the Middle District to Tennessee, Tennessee. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Williamson County, Tennessee or the United States District Court for the Middle District to Tennessee, Tennessee, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Legal Terms.

In no event shall any Dispute brought by either Party related in any way to the Services be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

21. CORRECTIONS

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

22. DISCLAIMER

Autymate warrants that during your subscription term, the platform will function in accordance with the documentation in all applicable respects. Should a failure to conform to this warranty be reported, Autymate will correct the nonconformance within a reasonable period of time. Beta, trial, or non-paid versions of the Autymate Platform are provided “AS IS” without warranty or indemnification.

THE SERVICES ARE PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

23. LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE twelve (12) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR $5,000.00 USD. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

24. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Services; (3) breach of these Legal Terms; (4) any breach of your representations and warranties set forth in these Legal Terms; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

You agree to indemnify and hold harmless Autymate for any claims arising from your use of the Services in violation of applicable data protection laws or unauthorized use of third-party data.

You agree to keep confidential any information marked as confidential or proprietary (“Confidential Information”) during the term of this agreement and for two years after. Confidential Information excludes information that is independently developed, publicly known, or legally disclosed by a third party. If legally required, you may disclose Confidential Information after providing prompt notice to the other party.

25. USER DATA

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

26. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

27. SMS TEXT MESSAGING

Message Frequency

When you opt into our SMS messaging service, you will only receive text messages related to the specific critical events you have selected within the app or for multi-factor authentication purposes. We do not send promotional or non-essential messages, and the frequency of messages will depend on your use of the service and the events you’ve opted to be notified about.

Opting Out

If at any time you wish to stop receiving SMS messages from us, simply reply to the text with "STOP.” You may receive an SMS message confirming your opt out.

Message and Data Rates

Please be aware that message and data rates may apply to any SMS messages sent or received. The rates are determined by your carrier and the specifics of your mobile plan.

Support

If you have any questions or need assistance regarding our SMS communications, please email us at Support@Autymate.com or call at 1 (502) 276-7002

28. CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

29. MISCELLANEOUS

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Legal Terms or use of the Services. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.

We shall not be liable for any failure or delay in the performance of our obligations where such failure or delay results from any cause beyond our reasonable control, including but not limited to acts of God, war, pandemics, governmental regulations, natural disasters, or any other events of force majeure.

30. CONTACT US

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at:

Autymate
41 Peabody St
Nashville, TN 37210
United States

Phone: 1 (502) 276-7002

support@Autymate.com

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