Terms of Service
Updated June 5th, 2023
Below are our Terms of Service, which outline a lot of legal goodies, but the bottom line is it's our aim to always be transparent and fair to all users of the platform.
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.
BY USING THE SERVICE OR CLICKING “AGREE” CUSTOMER IS AGREEING TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER IS AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF ITS EMPLOYER, THEN CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON ITS EMPLOYER'S BEHALF.
This agreement is between Autonix (an openTEAM, LLC service), and the customer agreeing to these terms (Customer).
1. SOFTWARE-AS-A-SERVICE: This agreement provides Customer access to and usage of an Internet based software service as specified on an order and as further outlined at: autonix.io (Service).
2. USE OF SERVICE:
- Customer Owned Data: All data and logos uploaded directly by Customer remains the property of Customer, as between Autonix and Customer (Customer Data). Customer grants Autonix the right to use, publicly display and distribute the Customer Data for purposes of performing under this agreement. See the Autonix FAQs regarding export of Customer Data.
- Access and Usage: Customer may allow its own customers to access the Service in compliance with the terms of this agreement, which access must be for the sole benefit of Customer. Customer is responsible for the compliance with this agreement by its own customers while using the Service.
- Customer Responsibilities: Customer (i) must keep its passwords secure and confidential; (ii) is solely responsible for Customer Data and all activity in its account in the Service; (iii) must use commercially reasonable efforts to prevent unauthorized access to its account, and notify Autonix promptly of any such unauthorized access; and (iv) may use the Service only in accordance with the Service's expected usage and applicable law.
- Technical Support: Autonix shall provide reasonable customer support for the Service as described on autonix.io.
- Publicity: Each Customer is permitted to state publicly that such Customer is a Customer of the service. Each Customer agrees that Autonix may include such Customer's name and trademarks in a list of Autonix customers, online or in promotional materials. Each Customer also agrees that Autonix may verbally reference such Customer as a Customer of the service. Each Customer may opt out of the provisions in this section by contacting Autonix Support.
- Definition of Confidential Information: Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Autonix's Confidential Information includes without limitation the Service (including without limitation the Service user interface design and layout, and pricing information).
- Protection of Confidential Information: The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
- Exclusions: Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
- Reservation of Rights: The software, workflow processes, user interface, designs, know-how, and other technologies provided by Autonix as part of the Service are the proprietary property of Autonix and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Autonix. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Autonix reserves all rights unless expressly granted in this agreement.
- Restrictions: Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
- Aggregate Data: During and after the term of this agreement, Autonix may use non-personally identifiable Customer Data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support and other business purposes.
- Term: This agreement continues until all orders have terminated.
- Mutual Termination for Material Breach: If either party is in material breach of this agreement, the other party may terminate this agreement at the end of a written 30-day notice/cure period, if the breach has not been cured.
- Suspension for Non-Payment: Autonix may temporarily suspend or terminate, or both, the Service if Customer's payment on any invoice is more than 15 days past due.
- After termination, Autonix has no obligation to maintain the Customer Data and may destroy it. Customer may request deletion, which shall be fulfilled within sixty (60) days as per the Data Management Policy.
- Return Autonix Property Upon Termination: Upon termination of this agreement for any reason, Customer must pay Autonix for any unpaid amounts, and destroy or return all property of Autonix. Upon Autonix's request, Customer will confirm in writing its compliance with this destruction or return requirement.
- Suspension for Violations of Law: Autonix may temporarily suspend the Service or remove the applicable Customer Data, or both, if it in good faith believes that, as part of using the Service, Customer has violated a law. Autonix will attempt to contact Customer in advance.
- Free Accounts: Free accounts serve as a termless trial of the Service and are not a substitute for a paid subscription. We reserve the right to suspend, disable, cancel or terminate free accounts at any time at our sole discretion.
- EXCLUSION OF INDIRECT DAMAGES: Autonix is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits), even if it knows of the possibility of such damage or loss.
- TOTAL LIMIT ON LIABILITY: Autonix's total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Customer within the 6-month period prior to the event that gave rise to the liability.
- Entire Agreement and Changes: This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.
- No Assignment: Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
- Independent Contractors: The parties are independent contractors with respect to each other.
- Enforceability and Force Majeure: If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
- Money Damages Insufficient: Any breach by a party of this agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
- No Additional Terms: Autonix rejects additional or conflicting terms of any Customer form-purchasing document.
- Order of Precedence: If there is an inconsistency between this agreement and an order, the order prevails.
- Survival of Terms: Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.
- Feedback: By submitting ideas, suggestions or feedback to Autonix regarding the Service, Customer agrees that such items submitted do not contain confidential or proprietary information; and Customer hereby grants Autonix an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose.
- The word "QR Code" is a registered trademark of DENSO WAVE INCORPORATED
3. DISCLAIMER. AUTONIX DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE AUTONIX TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, AUTONIX DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
4. PAYMENT: Customer must pay all fees as specified on the order, but if not specified then within 30 days of receipt of an invoice. Customer is responsible for the payment of all sales, use, withholding, VAT and other similar taxes. This agreement contemplates one or more orders for the Service, which orders are governed by the terms of this agreement.
Payment Methods And Gateway: The Customer shall carry out payment of the total amount set out in the Subscription Plan using one of the following payment methods: Credit Card (Visa, MasterCard, Diner's Club, Disover, American Express) or PayPal. All Credit Card payments are being processed by Stripe (for more information visit stripe.com.
5. MUTUAL CONFIDENTIALITY:
6. PROPRIETARY PROPERTY:
7. TERM AND TERMINATION:
8. LIMITATION OF LIABILITY:
9. INDEMNITY: If any third-party brings a claim against Autonix, or requires Autonix to respond to a legal process, related to Customer's acts, omissions, data or information within the Software, Customer must defend, indemnify and hold Autonix harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim or request.
10. GOVERNING LAW, ARBITRATION AND FORUM: This agreement is governed by the laws of the State of California (United States of America) (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement.
1. Arbitration: Except for the right of either party to apply to a court of competent jurisdiction for a temporary restraining order, a preliminary injunction, or other equitable relief to preserve the status quo or prevent irreparable harm, any dispute, controversy or claim arising out of or relating to this agreement, or the breach, termination or invalidity thereof, shall be settled by binding arbitration in accordance with the commercial arbitration rules, then in effect, of the American Arbitration Association (or at any other place or under any other form of arbitration mutually acceptable to the parties so involved). Any award rendered shall be final and conclusive upon the parties and a judgment thereon may be entered in the highest court of the forum, state or federal, having jurisdiction. The expenses of arbitration, including the fees and expenses of the arbitrator and the reasonable attorneys' fees of the prevailing party, shall be awarded by the arbitrator in its discretion.
2. Exclusive Venue: In the event that arbitration is not enforceable or applicable, any suit or legal proceeding arising out of or relating to this agreement must be exclusively brought in the federal or state courts for Orange County, California, and Customer submits to this personal jurisdiction and venue.
3. Attorneys' Fees: The prevailing party in any arbitration or litigation is entitled to recover its attorneys' fees and costs from the other party.
11. BINDING ARBITRATION: Any dispute or claim arising in any way from your use of the Autonix service, except for disputes relating to the infringement of our intellectual property rights or the access or use of the Service in violation of these Terms, will be resolved by binding arbitration, rather than in court, but you may assert claims in small claims court if your claims qualify.
Arbitration Rules and Forum: The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to us. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules.
We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration we each waive any right to a jury trial.
Notwithstanding the foregoing, we both agree that you or we may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
12. SERVICE AVAILABILITY: Autonix aims to provide the Service available 24 hours a day, seven days a week. However, the Customer acknowledges and agrees that there may be occasions when the Service may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. Autonix will take reasonable steps to minimize such disruption where it is within Autonix's reasonable control.
Scheduled Maintenance: Autonix reserves the right to conduct maintenance and upgrades to its Service. Where possible, Autonix will provide at least 48 hours advance notice of any scheduled maintenance that we anticipate could cause a disruption to the Service. This notice will be provided via email, in-app notifications, or posts on the Service.
Emergency Maintenance: Under certain circumstances, immediate emergency maintenance may be necessary. In such cases, Autonix may not be able to provide prior notice.
Disclaimers: Autonix shall not be liable to the Customer or any other person for any damages, direct or indirect, resulting from any Service interruption, whether scheduled or unscheduled.
Service Level Agreement (SLA): Any specific uptime commitments and potential remedies for failure to meet such commitments will be set forth separately in a Service Level Agreement (SLA) that would be attached as an addendum to this agreement.
13. OTHER TERMS:
15. CONTACT: Feel like getting in touch? Contact Autonix customer support or email us directly at [email protected].