AUTOsist TERMS OF SERVICE
The following terms and conditions (these “Terms”) govern your use of the platform, solutions, products, mobile software, and other software provided on or in connection with the applications, website and services (collectively the “Services”) made available by AUTOsist (“AUTOsist”). These Terms apply to all Account Holders (as defined in the Fees and Payment section below), visitors, users, and all others who access the Services (collectively, “Users”).
PLEASE READ THESE TERMS CAREFULLY. BY ACCESSING OR USING ANY SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, AS THEY MAY BE MODIFIED OR AMENDED FROM TIME TO TIME BY AUTOSIST AT THE AUTOSIST.COM WEBSITE (THE “SITE”) IN ITS DISCRETION. ANY SUCH AMENDMENTS TO THESE TERMS BECOME EFFECTIVE AT THE TIME THEY ARE POSTED TO THE SITE, AND EACH TIME YOU ACCESS OR USE ANY SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AS AMENDED. IF YOU DO NOT AGREE, YOU SHOULD DISCONTINUE USE OF THE SERVICES IMMEDIATELY.
The words “we”, “us” and “our” means AUTOsist. The words “you” and “your” refers to the person accessing or using the Services subject to these Terms. To the extent you access or use the Services as an employee, manager, member or agent of any entity, you also accept these Terms on behalf of such employer, principal or other entity.
YOUR USE OF THE SERVICES
1. You agree the information you provide to us will be true and accurate and kept up to date by you. You agree not to enter false information or impersonate any other person when you use the Services. You must be 18 years of age or older to use the Services. If you are agreeing to these Terms on behalf of an entity or someone other than yourself, you represent and warrant that you have the right, power and authority to enter into these Terms.
3. If applicable, it is your sole responsibility to keep all user IDs, passwords and other means of access to the Services within your possession or control confidential and secure from unauthorized use. AUTOsist will not be liable for any losses caused by any unauthorized use of your account.
4. Your account is non-transferrable and may not be sold, combined or otherwise shared with any other person. If you violate any of these terms and limitations we may terminate your account. If we terminate your account, you may not re-enroll or join under a new account unless we formally invite you. If you commit fraud or falsify information in connection with your use of the Site or the Services, your access to the Services will be terminated immediately and we reserve the right to hold you liable for any and all damages we suffer, to pursue legal action through relevant local and national law enforcement authorities and to notify your Internet Service Provider of any fraudulent activity we associate with you or your use of the Site or Services.
5. You agree not to use or permit the use of the Services directly or indirectly for any of the following:
a. Storing or using personally identifiable information or private information of any person without his or her required consent;
b. Storing, posting or sending material that is grossly offensive, obscene, lewd, lascivious, pornographic, profane or violent, harassing or otherwise objectionable, libelous, defamatory or threatening or that promotes or encourages hatred, violence, racism or criminal conduct;
c. Uploading or spreading computer viruses, worms, Trojan horses, malware, spyware or other harmful code;
d. Infringing the intellectual property rights or misappropriating trade secrets of any third party;
e. Creating, storing or providing records or information known by you to be fraudulent, false or misleading; or
f. Conducting any business or transaction in violation of applicable law, rules or regulations
6. We may, without prior notice, change the Services; stop providing the Services or features of the Services, to you or to Users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of these Terms. Upon termination for any reason or no reason, you continue to be bound by these Terms.
FEES AND PAYMENT
7. Fee for Services. No fee for use of Services is charged to you for the first fourteen (14) days after registering (the “Free Trial”). We may shorten the Free Trial period at any time in our discretion. After expiration of the Free Trial, AUTOsist charges a fee to continue using the Services (“Fee” or “Fees”). Paying customers are defined herein as “Account Holder,” or, collectively, “Account Holders.” The Account Holder may choose from among service plans and billing plans described in the pricing or payment section of the Site or as otherwise offered in writing by AUTOsist. Your account will be renewed automatically at the end of each service period until either you or we cancel the Service. Notwithstanding any other provision of these Terms or the Site, AUTOsist may adjust rates and pricing terms prospectively at any time upon at least 30 days’ notice, including notice by email. Unless otherwise stated in the pricing or payment section of the Site, you agree to pay any and all applicable international, federal, state, and local sales, use, value-added, excise, duty, and any other taxes, fees, or duties, not based on our net income, that are assessed on or as a result of the Service.
8. Billing. The Account Holder hereby authorizes AUTOsist to run credit card authorizations on all credit cards provided by Account Holder, to store credit card details as Account Holder’s method of payment, and to charge Account Holder’s credit card (or any other form of payment agreed to in writing or entered on the Site by Account Holder).
9. Price Match Guarantee. AUTOsist may offer a price match guarantee program from time to time. If Account Holder submits to AUTOsist a recent (30 days or less) invoice or other published proof of price, from any U.S.-based online competitor of AUTOsist offering the same features as AUTOsist’s Services for vehicle fleets of equal or greater size as Account Holder, AUTOsist will match the competitor’s fee for such features. Price match guarantee may be exercised one time only per Account Holder.
10. Cancellation of Services and Refund Policy. Account Holders may cancel Services at any time upon 30 days’ written notice to AUTOsist. If you are billed monthly, no fees will be charged after this 30-day period. Fees are payable in full on a monthly basis; no fees are refundable for partial months. If you are billed yearly, you will receive a prorated refund for the remainder of the contract year following the 30-day notice period, minus a termination fee in the amount of 10% of the yearly fee. If you want to preserve your Content, you must export it before canceling your account. Your Content may not be recoverable once your account is cancelled.
11. Non-payment. If Account Holder fails to pay any Fee or other amounts due under this Agreement, whether by cancelling Account Holder’s credit card, initiating an improper charge back, or any other means, Account Holder’s AUTOsist account may be suspended. Without limiting other available remedies, Account Holder will be liable to reimburse AUTOsist for amounts due upon demand, plus any applicable processing fees, charges or penalties, plus interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, plus attorneys’ fees and other costs of collection as allowed by law.
12. By these Terms we are only providing you with the right to access and use the Services. AUTOsist retains sole and exclusive ownership of and all right, title, and interest in and to the Services and all materials therein or transferred thereby, including, but not limited to, software, images, text, graphics, logos, trademarks, trade secrets, trade dress, copyrights, and other intellectual property interests) and to all modifications and enhancements of the Services (collectively, the “AUTOsist IP”), subject only to the rights and privileges expressly granted to you under these Terms. The AUTOsist™ name and logo are trademarks of AUTOsist. In addition, the Services are presented with a distinctive “look and feel,” and this “look and feel” is the proprietary property of AUTOsist. We reserve all rights in and to the Services not expressly granted under these Terms.
13. You agree not to copy, reproduce, download or display the AUTOsist IP or any portion thereof, except in connection with your use of the Services pursuant to these Terms.
14. You agree not use, copy, modify, or distribute the Services (electronically or otherwise) or AUTOsist IP, including the source code for any portion of the Services, or any copy, adaptation, transcription, or merged portion thereof, except as expressly authorized by us in writing. You may not modify, reverse engineer, disassemble, decompile, translate, create derivative works from, or otherwise alter the Services. You may not bundle or resell the Services, use the Services to provide or create a service or product performing the same or similar functions for third parties, or transfer, lease, assign, rent, or sublicense the rights granted to you under these Terms. You may not use any portion of the Services for any purpose other than its intended purpose.
15. You represent and warrant that: (a) you own all right, title and interest in the Content (as defined below) or have the right to grant licenses in the Content as stated in these Terms; and (b) the Content does not and will not violate any copyright, trademark, or other intellectual property right or right of privacy or publicity of any third party. You grant AUTOsist and its affiliates a non-exclusive worldwide royalty-free license and right to use, reproduce, display, distribute and transmit the information, documents, receipts, and other content you upload, including, but not limited to, the name and location of your business, and any images, graphics, logos, designs, text, and other digital files and materials you provide to us or have made publicly available (collectively, “Content”) in connection with your use of the Services.
THIRD-PARTY SERVICES AND CONTENT
17. All third-party marks are the properties of their respective owners and may be used by you only in connection with permitted use of the Services and for no other purpose whatsoever.
USER’S DATA SECURITY OBLIGATIONS
18. Subject to applicable law and in accordance with our policies and procedures, if we provide you with access to any User or third-party’s personally identifiable information or financial transaction data, including, without limitation, as made available through your Content or another User’s Content (“Content Data”), you agree to use such data solely for the intended legal business purpose, or otherwise only with such User or third-party’s consent.
19. You agree to protect the security of Content Data and comply with all laws relating to the processing and use of such Content Data. If you become aware of or suspect any unauthorized access to or use of Content Data or any confidential information of ours, you shall immediately notify us, and shall cooperate with us in the investigation of such breach and the mitigation of any damages. You agree to bear all associated costs and expenses incurred by us to comply with applicable laws (including without limitation any data breach laws) or arising from any unauthorized access or acquisition of Content Data while such data is in your possession or control. Notwithstanding the foregoing, you may use and maintain in your discretion, subject to applicable law, any Content Data you obtain independently through your business and not from us or your use of the Services.
20. We will not knowingly publish content in violation of applicable copyright law. If you believe content has been displayed, reproduced, printed or otherwise distributed by us through this website in violation of any third-party copyright, please notify us in writing. Send your notice to email@example.com and include the following:
a. electronic or physical signature of a person authorized to act for the copyright owner
b. description of the copyrighted work
c. description of where the infringing content is located on this website
d. your office or home address, telephone number and email address
e. a statement of good faith belief that the use of the work is not permitted by the copyright owner, and
f. a statement under penalty of perjury that the above is true and you are authorized to act for the owner.
21. THE SERVICES, INCLUDING WITHOUT LIMITATION, THE SITE, AND ANALYTICS AND REPORTS, MAY INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR ERRORS. TRANSACTIONS MAY BE INTERRUPTED OR CORRUPTED DURING TRANSMISSION. OUR SYSTEMS MAY NOT PREVENT THE CORRUPTION OR LOSS OF YOUR CONTENT OR DATA. THE SERVICES MAY NOT BE COMPATIBLE WITH YOUR MOBILE DEVICE OR COMPUTER SYSTEMS OR ACCESSIBLE TO ALL USERS OR THROUGH ALL YOUR WEBSITES. WE ASSUME NO LIABILITY FOR SUCH INCIDENTS OR CONDITIONS. ALL SERVICES, INCLUDING BUT NOT LIMITED TO SITE CONTENT, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTY OF NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (I) THE SERVICES WILL MEET YOUR REQUIREMENTS, OR (II) SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
LIMITATION OF LIABILITY
22. EXCEPT TO THE EXTENT APPLICABLE LAW DOES NOT PERMIT A CLAIM TO BE MADE SUBJECT TO THE WITHIN LIMITATIONS, AUTOSIST, ITS DIRECTORS, OFFICERS, MEMBERS, MANAGERS, EMPLOYEES AND AGENTS SHALL HAVE NO LIABILITY TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNATIVE OR INCIDENTAL DAMAGES OF ANY KIND RELATING TO YOUR USE OF THE SERVICES EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (B) ANY DIRECT DAMAGES IN EXCESS OF THE AMOUNTS ACTUALLY PAID TO AUTOSIST BY YOU FOR THE SERVICES DURING THE 12 MONTH PERIOD PRIOR TO THE DATE SUCH DAMAGES AROSE.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF CLAIMS OR DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO ALL LIABILITIES.
23. You agree to indemnify and hold harmless AUTOsist, its subsidiaries, affiliates, directors, officers, employees, and agents, from and against any and all liabilities, damages, losses, costs or expenses (including reasonable attorneys’ fees) arising from or relating to any third party claim, action or demand asserted against any of the foregoing parties based on: (a) any breach of these Terms by you or anyone accessing the Services using your login credentials; (b) any violation of law, regulation or third party rights in connection with your use of the Services; or (c) any complaint by a third party relating to Your Content.
24. Your right to access and use the Services shall terminate immediately upon your breach of any Terms.
25. If you are provided with any standalone software utilities for use with the Services, you acknowledge that these utilities may be subject to regulation by local laws and United States government agencies which prohibit export or diversion of certain products or information about the products to certain countries and certain persons. You represent and warrant that you will not export or re-export such software in violation of these regulations to a national destination prohibited under these regulations or to any person to whom exports, re-exports or transfers are prohibited under these regulations.
26. You acknowledge that your breach of any of the provisions of these Terms may cause immediate and irreparable harm to AUTOsist for which we may not have an adequate remedy in money or damages. We will therefore be entitled to obtain an injunction against such breach from any court of competent jurisdiction immediately upon request and will be entitled to recover from you the costs incurred in seeking such an injunction. Our right to obtain injunctive relief will not limit our right to seek or obtain further remedies.
27. Should any part of these Terms be rendered or declared invalid by a court of competent jurisdiction, such invalidation of such part or portion of these Terms should not invalidate the remaining portions thereof, and they shall remain in full force and effect.
28. These Terms shall be governed by and construed in accordance with the laws of the State of California without regard to its choice of law principles and the applicable federal laws of the United States. Without prejudice to our right to injunctive relief from any court of competent jurisdiction, YOU AGREE TO SUBMIT ANY AND ALL CLAIMS AGAINST US ARISING FROM OR RELATING TO THESE TERMS TO BINDING ARBITRATION in accordance with the commercial arbitration rules of the American Arbitration Association. The arbitration shall be conducted before a single arbitrator, selected pursuant to the AAA Rules, in Orange County, California.
29. Nothing express or implied in these Terms is intended to confer, nor shall anything herein confer, upon any person other than the parties and their respective permitted successors or assigns, any rights, remedies, obligations or liabilities whatsoever. You may not assign any of your rights hereunder and any purported assignment by you shall be invalid. We may assign any and all rights or obligations under these Terms in our discretion.
Please direct questions about these terms & conditions to firstname.lastname@example.org
Updated March 26, 2019
© 2019 AUTOsist LLC