This End User License Agreement (the "EULA") is a binding agreement between AutyFi, Inc. ("AutyFi") and you (the "Account Holder") and governs along with the applicable Order Form (defined below) accepted by AutyFi the Account Holder's access to and use of the AutyFi Platform (as described below) and related services. Together, this EULA and the applicable Order Form constitutes the full legal agreement between Account Holder and AutyFi (the "Agreement"). Account Holder must agree to all of the terms of this EULA to use any service set forth in this Agreement.
PLEASE NOTE, THIS EULA CONTAINS AN AGREEMENT TO ARBITRATE IN SECTION 13 BELOW, WHICH WILL REQUIRE ACCOUNT HOLDER TO SUBMIT CLAIMS AGAINST US TO BINDING AND FINAL ARBITRATION.
BY ACCESSING OR USING THE AutyFi PLATFORM AND/OR RELATED SERVICES, REGISTRATION INFORMATION TO OPEN AN ACCOUNT, ACCOUNT HOLDER ACKNOWLEDGES THAT ACCOUNT HOLDER HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THE AGREEMENT (INCLUDING ALL OF THE TERMS AND CONDITIONS SPECIFIED OR REFERENCED IN THIS EULA). THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE THE DATE THAT ACCOUNT HOLDER ACCEPTS THIS AGREEMENT BY ONE OF THE METHODS DESCRIBED ABOVE.
1.
Introduction
The "AutyFi Platform" as used in this Agreement collectively means and refers to AutyFi's hosted software platform and related services and documentation ("Documentation") that provides Account Holder with access to specific products and services designed to connect applications and automate workflows. Included within the AutyFi Platform is the ability to use and create automated workflows to enable one or more actions carried out across multiple software applications based on the occurrence of a designated trigger event ("Autymations"). Each Autymation has a unique ID. Autymations may use one or more software scripts or application programming interfaces to enable data transfer between software applications ("Connectors"). Connectors can be developed by AutyFi, by Account Holder, or by third-party application services providers. The scope of Account Holder's subscription plan for the AutyFi Platform, as outlined in the applicable order form(each an "Order Form"), is entered into between Account Holder and AutyFi. In the event of any inconsistency between the Order Form and the terms of this EULA, the Order Form will prevail, provided that the Order Form explicitly states the section of this EULA that such subsequent agreement amends and restates. If Account Holder purchases from an AutyFi authorized Reseller ("Reseller"), the scope of Account Holder's subscription plan for the AutyFi Platform shall be outlined in the Order Form entered into between Account Holder and Reseller. In such case, in the event of any inconsistency between the Reseller's Order Form and the terms of this EULA, this EULA will prevail unless expressly stated otherwise in this EULA. Resellers are not authorized to make any promises or commitments on AutyFi's behalf, and any obligations do not bound AutyFi to Account Holder other than as specified in this Agreement.
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) AutyFi warrants that, during the applicable term of Account Holder's subscription to use the AutyFi Platform (the "Subscription Term"), the AutyFi Platform will function in accordance with the Documentation in all applicable respects and that AutyFi will use industry-standard technology designed to prevent the introduction of viruses or malicious code into the AutyFi Platform. AutyFi hereby represents and warrants the AutyFi Platform will perform substantially per the applicable Documentation. Should a failure to conform to this warranty be reported to AutyFi during the warranty period be reported to AutyFi, Account Holder's sole and exclusive remedy shall be for AutyFi to correct the nonconformance within a reasonable period of time. WITH RESPECT TO ANY BETA, TRIAL, OR NONPAID SUBSCRIPTIONS TO THE AutyFi 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 AutyFi PLATFORM, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT.
(b) AutyFi will maintain data security protections in accordance with the AutyFi Security Overview located at www.autymate.com/legal/security and will undertake commercially reasonable efforts to make the AutyFi Platform available to Account Holder.
(c) Notwithstanding the preceding, AutyFi reserves the right to suspend Account Holder's access to the AutyFi 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 AutyFi Platform.
(d) AutyFi may interrupt access to the AutyFi Platform (i) for scheduled maintenance typically performed during the hours of 10 pm to 6 am PDT, beginning Friday evening, and typically lasting no more than two hours; (ii) emergency or unscheduled maintenance of up to 120 minutes per calendar month.
(e) Account Holder acknowledges and agrees that Account Holder and its authorized users' use of the AutyFi Platform depends on access to telecommunications and Internet services. Account Holder shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the AutyFi Platform, including, without limitation, all costs, fees, expenses, and taxes of any kind related to the preceding. AutyFi shall not be responsible for any loss or corruption of content, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.
3.
Fees
(a) Account Holder shall pay all applicable fees, as specified in each Order Form or as otherwise agreed upon with AutyFi 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 AutyFi Platform purchased and not actual usage; (ii) fees paid are non-refundable, and payment obligations are non-cancelable; and (iii) the scope of the plan purchased and the applicable fees cannot be reduced during the relevant Subscription Term. Subscription fees are based on annual periods. For purposes of this Agreement and the applicable Order Form, an "AutyFi Integration Transaction" occurs each time an AutyFi performs a task (i.e., each time an AutyFi makes an API call).
(b) Fees will be invoiced per the relevant Order Form or as otherwise specified by AutyFi 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 AutyFi. Such charges shall be made in advance, either annually or under any different billing frequency stated in the applicable Order Form. Account Holder is responsible for providing complete and accurate billing and contact information to AutyFi and notifying AutyFi of any changes thereto.
(c) If AutyFi does not receive any amounts invoiced hereunder by the due date, then at AutyFi'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) AutyFi may condition future subscription renewals and Order Forms on payment terms shorter than those specified in the immediately preceding paragraph above, including requiring full payment in advance of the renewal period. Account Holder shall pay on demand all of AutyFi's reasonable attorney fees and other costs incurred by AutyFi to collect any fees or charges due to AutyFi under this Agreement following Account Holder's breach of this Section 3.
(d) Unless otherwise stated, AutyFi fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, "Taxes"). Account Holder is responsible for paying all Taxes associated with Account Holder's purchases hereunder. Suppose AutyFi has the legal obligation to pay or collect Taxes for which Account Holder is responsible under this paragraph. In that case, the Account Holder shall indemnify AutyFi for such Taxes, and the appropriate amount shall be invoiced to and paid by Account Holder unless Account Holder provides AutyFi with a valid tax exemption certificate authorized by the proper taxing authority. AutyFi is solely responsible for taxes assessable against AutyFi based on AutyFi's net income.
(e) If Account Holder receives access to the AutyFi Platform through a Reseller, Account Holder shall pay all the applicable fees to the Reseller outlined in the Reseller's Order Form, and any Taxes shall be borne between Account Holder and Reseller. Suppose such Reseller is in breach of its obligations to AutyFi (including a failure to pay AutyFi the fees owed). In that case, AutyFi may at its discretion terminate this EULA and cease providing the AutyFi Platform to Account Holder without incurring any liability to either the Account Holder or the Reseller.
4.
Compliance with Laws; Restrictions
Account Holder will not, will not agree to, and will not authorize or encourage any third party to, directly or indirectly: (a) interfere or attempt to interfere with the proper working of the AutyFi Platform or any other Account Holder's use of the AutyFi Platform, including through an abuse of server capacity; (b) use the AutyFi 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 AutyFi Platform or any software, documentation or data related to the AutyFi 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 AutyFi Platform or otherwise use the AutyFi 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 AutyFi Platform; (f) remove or otherwise alter any proprietary notices or labels from the AutyFi Platform or any portion thereof; (g) bypass any measures AutyFi may use to prevent or restrict access to the AutyFi Platform (or other accounts, computer systems or networks connected to the AutyFi Platform); or (h) use the AutyFi Platform in violation of any applicable local, state, national and foreign laws, treaty or regulation or a third party's proprietary or contractual rights. Account Holder shall ensure that all its authorized users comply with the terms and conditions and be responsible for all of such authorized users' activity connected with the AutyFi Platform. Account Holder further acknowledges and agrees that Account Holder's subscription to the AutyFi Platform is limited to use for Account Holder's business operations. No right is granted hereunder to use the AutyFi Platform to benefit third parties in a service bureau, time-sharing, or managed service provider arrangement. AutyFi competitors or individuals acting on behalf of an AutyFi competitor may not access the AutyFi Platform. The AutyFi Platform may not be accessed for any benchmarking, comparative or competitive purposes unless preauthorized in writing by AutyFi. Account Holders hereby warrants that it will comply with and be bound by any end-user agreements that govern the installation and use of any third-party software, applications, or platform that is connected with or related to the use of AutyFi Platform, including but not limited to any the Connectors, applications or software used in the Autymations, and any other applications and platforms that access to or connected with AutyFi Platform.
5.
Representations and Warranties; Disclaimer
Without limiting any other representation, warranty or covenant herein, each party hereby represents and warrants to the other party that: (a) it has the full corporate power and authority to enter into this Agreement; (b) this Agreement is a valid and binding obligation of such party; and (c) it has obtained and shall maintain throughout the Term of this Agreement all necessary licenses, authorizations, approvals, and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules, and regulations.
OTHER THAN THE EXPRESS WARRANTIES IN THIS SECTION, AutyFi 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. AutyFi MAKES NO WARRANTIES WITH RESPECT TO THE RESULTS OF OR USE OF THE AutyFi PLATFORM AND ACCOUNT HOLDER ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO.
6.
Indemnification
(a) Account Holder shall defend, indemnify and hold harmless AutyFi, 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 AutyFi Platform in violation of this Agreement, the Documentation, or applicable law (each a "Claim against AutyFi"), provided AutyFi (x) promptly gives Account Holder written notice of the Claim against AutyFi, (y) AutyFi gives Account Holder sole control of the defense and settlement of the Claim against AutyFi (except that Account Holder may not settle any Claim against AutyFi unless Account Holder unconditionally releases AutyFi of all liability), and (z) AutyFi gives Account Holder all reasonable assistance in the defense and settlement of the Claim against AutyFi (at Account Holder's sole expense).
(b) AutyFi shall defend, indemnify and hold harmless Account Holder from liabilities, claims, and expenses (including reasonable attorneys' fees) paid or payable to an unaffiliated third party that arises from or related to any third party claim brought against Account Holder by an unaffiliated third party to the extent that it is based upon a third party claim that the AutyFi Platform (excluding the Account Holder Data, and the Autymations or Connectors created by Account Holder or any third party) infringe or misappropriate the intellectual property rights of such third party, and will pay any costs, damages and reasonable attorneys' fees attributable to such claim that are finally awarded by a court against Account Holder. AutyFi's obligations under this Section 6(b) are contingent upon: (i) Account Holder providing AutyFi with prompt written notice of such claim; (ii) Account Holder providing reasonable cooperation to AutyFi, at AutyFi's expense, in the defense and settlement of such claim; and (iii) AutyFi having sole authority to defend or settle such claim. If AutyFi's right to provide the AutyFi Platform is enjoined or in AutyFi's reasonable opinion is likely to be enjoined, AutyFi may obtain the right to continue providing the AutyFi Platform, replace or modify the AutyFi Platform so that they become non-infringing (in which case, AutyFi shall be relieved of all liability under this clause if Account Holder fails to implement such replacement or modification promptly), or, if such remedies are not reasonably available, terminate this Agreement without liability to Account Holder other than payment of the pro-rata portion of fees for the remaining term of this Agreement after AutyFi's notice of such claim. THE FOREGOING STATES THE ENTIRE OBLIGATION OF AutyFi AND ITS LICENSORS WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE AutyFi PLATFORM. AutyFi 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 AutyFi Platform in a manner that violates this Agreement or the instructions given to Account Holder by AutyFi or that is not strictly in accordance with this Agreement or the Documentation; (ii) any information, technology, materials or data (or any portions or components of the preceding) not created or provided by AutyFi, (iii) any portion of the AutyFi Platform that was modified after delivery by AutyFi; (iv) combination of the AutyFi Platform with other products, processes or materials not provided by AutyFi (where the claim arises from or relates to such combination); or (v) where Account Holder continues infringing activity allegedly after being notified thereof or after being informed of modifications that would have avoided the alleged infringement.
7.
Limitation of Liability and Damages
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES THAT RESULT FROM THIS AGREEMENT, EVEN IF SUCH PARTY OR ITS AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EITHER PARTY'S OR ITS AFFILIATES' TOTAL LIABILITY TO THE OTHER PARTY FOR ANY DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED IN THE AGGREGATE THE AMOUNTS PAID AND/OR PAYABLE BY THE ACCOUNT HOLDER OR THE RESELLER, AS APPLICABLE, TO AutyFi HEREUNDER FOR ACCOUNT HOLDER'S SUBSCRIPTION TO THE AutyFi PLATFORM IN THE TWELVE MONTH PERIOD ENDING ON THE DATE SUCH DAMAGES, LOSSES OR CAUSES OF ACTION AROSE. AutyFi SHALL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH ACCOUNT HOLDER'S USE OF ANY THIRD-PARTY PRODUCTS, SERVICES, SOFTWARE, OR WEBSITES.
8.
Ownership; Licenses
(a) Account Holder Data
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 AutyFi Platform by Account Holder (collectively, the "Account Holder Data"), provided, however, that Account Holder hereby grants to AutyFi a worldwide, royalty-free, fully sublicensable, non-exclusive license to use the Account Holder Data solely to implement, maintain and improve the AutyFi Platform and fulfill its obligations hereunder. Notwithstanding the preceding, Account Holder Data does not include non-identifiable aggregate data and usage statistics compiled by AutyFi in connection with Account Holder's use of the AutyFi Platform, which data and statistics each party may use in its discretion (but which AutyFi may not disclose to any third party in a manner that identifies Account Holder in connection therewith), and which AutyFi shall make available to Account Holder on an ongoing basis during the term hereof.
(b) Autymations and Connectors
AutyFi will own and retain all right, title, and interest in and to the Autymations or the Connectors and all derivatives to it on the AutyFi Platform, excluding any Autymations or Connectors created by Account Holder. AutyFi grants to Account Holder a non-exclusive license to make, use, and share Autymations and Connectors with other AutyFi users. Autymations and Connectors created by Account Holder are private by default, meaning that Account Holder can decide whether to share such private Autymations with certain users with the AutyFi Platform; however, Account Holder can make Autymations created by it public, meaning that any AutyFi user can view, copy and modify such Autymations and Connectors. AutyFi has no right to resell or reuse any private Autymation or any private Connector. Account Holder grants AutyFi an irrevocable, perpetual, transferable and sub-licensable, and worldwide license under any rights Account Holder owns in the Autymations and Connectors created by Account Holder marked public to use, modify and distribute such Autymations and Connectors. Rights to use Autymations and Connectors not created by Account Holder will continue as long as Account Holder has an active subscription to the AutyFi Platform.
(c) AutyFi Platform
AutyFi shall own and retain all right, title, and interest in and to the AutyFi 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 AutyFi Platform, which is hereby assigned to AutyFi. Subject to the terms of this Agreement and during the Term of this Agreement only, AutyFi hereby grants to Account Holder a worldwide, non-exclusive, non-transferable, non-sublicensable, revocable, limited-term license (for internal use only) to use the AutyFi Platform per this Agreement and the terms of the applicable Order Form. Except as otherwise expressly set forth herein, AutyFi does not grant to Account Holder any license, express or implied, to the intellectual property of AutyFi or its licensors.
9.
Confidentiality
"Confidential Information" shall mean (a) information relating to a party's (the "Disclosing Party") technology or business that is disclosed hereunder to the other party (the "Receiving Party"); or (b) any information designated in writing, or identified orally at the time of disclosure, by the disclosing party as "confidential" or "proprietary." Any statistics or other user data relating to the AutyFi Platform which specifically identifies Account Holder shall be deemed Account Holder's Confidential Information. During the Term of this Agreement, and for two (2) years following termination, neither party will use or disclose any Confidential Information of the other party except as specifically contemplated herein. The preceding restriction does not apply to information that: (a) has been independently developed by the Receiving Party without the use of or access to the Disclosing Party's Confidential Information; (b) has become publicly known through no breach of this Section 9 by the Receiving Party; (c) has been rightfully received by the Receiving Party without obligation of confidentiality from a third party authorized to make such disclosure; (d) has been approved for release in writing by the Disclosing Party; (e) was known by the Receiving Party without obligation of confidentiality before receipt from the Disclosing Party; or (f) is required to be disclosed by a competent legal or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement before disclosure and assists in obtaining an order to protect the information from public disclosure (if legally permissible).
10.
Term; Termination
(a) The term of this Agreement and each applicable Subscription Term will be as outlined in the Order Form between AutyFi and the Account Holder or Reseller, as applicable, governing Account Holder's subscription, unless terminated earlier per this Agreement (the "Term").
(b) The term of each subscription will continue for the period outlined in the applicable Order Form between Account Holder and AutyFi or Reseller, as applicable, governing Account Holder's Subscription Term, unless terminated earlier per this Agreement. Each Subscription Term shall automatically renew for successive one (1) year periods at AutyFi's then-current pricing for Account Holder's subscription unless either party provides the other party written notice of non-renewal at least thirty (30) days before the end of the then-current term; provided, however, if Account Holder receives access to the AutyFi Platform through a Reseller, the Subscription Term and renewal terms shall comply with the Reseller's Order Form with Account Holder.
(c) In the event of a material breach of this Agreement by either party, the other party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period.
(d) Upon termination, AutyFi will delete all transaction log data for Account Holder's account per AutyFi retention policy. Also, AutyFi may destroy Account Holder Data left in AutyFi's system after termination or expiration of this Agreement upon Account Holder's written request.
11.
Privacy Policy
(a) The provision of personal information in connection with use of Account Holder's personal information submitted to or via the AutyFi Platform or the Sites by shall be subject to AutyFi's Privacy Policy, found at www.autyfi.ai/legal/privacy is hereby incorporated by reference into this Agreement, provided that all references to the "Terms of Service" in the Privacy Policy will refer to this Agreement.
(b) To the extent that AutyFi 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.autyfi.com/legal (the "DPA") is hereby incorporated into the Agreement to the processing of such Personal Data.
12.
Choice of Law
This Agreement shall be governed by and construed per the laws of the State of Tennessee, without giving effect to principles of conflicts of law. Each party agrees that any action at law or in equity arising out of or relating to this Agreement will be filed only in the state or federal courts in and for Nashville, Tennessee. Each party hereby consents and submits to such courts' personal and exclusive jurisdiction to litigate any such action (subject to the provision of Section 13 hereof). Notwithstanding Section 13, each party shall have the right to pursue injunctive or other equitable relief at any time from a court of competent jurisdiction.
13.
Dispute Resolution
Should a dispute arise out of or relating to this Agreement, the parties shall engage in good faith, informal dispute resolution for a period of thirty (30) days to resolve the dispute. Should the parties fail to resolve such dispute informally, they shall engage in mediation with a mutually agreed-upon mediator in Nashville, Tennessee. If mediation is unsuccessful, the parties agree to submit the dispute to binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules. The arbitration shall be conducted by a single, neutral arbitrator, and the award shall be final, binding, and enforceable in any court of competent jurisdiction. The parties agree to keep the existence, content, and results of the arbitration confidential, except as required by law or as necessary to enforce the award. The binding arbitration shall be at the parties’ joint and equal expense, except that reasonable attorneys’ fees and costs will be awarded to the prevailing party upon conclusion.
14.
Miscellaneous
This Agreement, and any rights and obligations hereunder, may not be transferred or assigned by either party without the other party's prior written consent, except that no such consent shall be required for assignment to a successor or an acquirer of all or substantially all of the assigning party's business or assets to which this Agreement relates. Any purported assignment in violation of the preceding shall be void and without effect. AutyFi and Account Holder are independent contractors, and neither AutyFi nor Account Holder is an agent, representative, or partner of the other. AutyFi and Account Holder shall each have sole responsibility for all acts and omissions of their respective personnel. Neither party shall have any obligation for any employee-related benefits or withholding taxes applicable to the other party's personnel performing services under this Agreement. This Agreement sets forth the entire agreement between AutyFi and Account Holder and supersedes all prior agreements (whether written or oral) concerning the subject matter set forth herein. This Agreement may be amended only by a writing executed by a duly authorized representative of each party. Any notices under this Agreement shall be in writing and shall be sent to the email address associated with the account (in the case of Account Holder) or to legal@autymate.com (in the case of AutyFi) by facsimile, electronic mail, or nationally recognized express delivery service and deemed given upon receipt. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default and will not act to amend or negate the waiving party's rights. Suppose any provision contained in this Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law. In that case, such provision will be severed and replaced with a new requirement that most closely reflects the original intention of the parties. The remaining provisions of this Agreement will remain in full force and effect
1. WHAT INFORMATION DO WE COLLECT?
Personal information you disclose to us
*In Short:* We collect personal information that you provide to us.
We collect personal information that you voluntarily provide to us when you register on the Services, express an interest in obtaining information about us or our products and Services, when you participate in activities on the Services, or otherwise when you contact us.
Personal Information Provided by You. The personal information that we collect depends on the context of your interactions with us and the Services, the choices you make, and the products and features you use. The personal information we collect may include the following:
Name
phone numbers
email addresses
job titles
usernames
contact preferences
billing addresses
debit/credit card numbers
contact or authentication data
passwords
mailing addresses
Optional Account Data. In addition to the essential account data, you may voluntarily provide optional information, such as your phone number, role/title, company name, company size, profile photo, and additional notification email addresses. These are used for various purposes, including user identification, improving user experience, and providing notifications. Role/title and company size may also be used for internal marketing analysis.
Sensitive Information. When necessary, with your consent or as otherwise permitted by applicable law, we process the following categories of sensitive information:
financial data
genetic data
Payment Data. We may collect data necessary to process your payment if you choose to make purchases, such as your payment instrument number, and the security code associated with your payment instrument. All payment data is handled and stored by Stripe. You may find their privacy notice link(s) here: https://support.stripe.com/topics/privacy
.Social Media Login Data. We may provide you with the option to register with us using your existing social media account details, like your Facebook, X, or other social media account. If you choose to register in this way, we will collect certain profile information about you from the social media provider, as described in the section called "HOW DO WE HANDLE YOUR SOCIAL LOGINS?" below.All personal information that you provide to us must be true, complete, and accurate, and you must notify us of any changes to such personal information.
Information automatically collected
Publicly Shared Information. If you participate in any public areas of our Services, such as blogs or community forums, any personal information you provide may be collected and used by others. Please note that we may not be able to remove all traces of publicly shared information if you delete it from your account. Contact us if you require assistance in removing any public posts.
Testimonials and Public Data Sharing. From time to time, we may post customer testimonials on our website that include personal information such as names, with the customer’s consent. If you participate in public forums or blogs, we may share that data according to your privacy settings.
*In Short:* Some information — such as your Internet Protocol (IP) address and/or browser and device characteristics — is collected automatically when you visit our Services.
We automatically collect certain information when you visit, use, or navigate the Services. This information does not reveal your specific identity (like your name or contact information) but may include device and usage information, such as your IP address, browser and device characteristics, operating system, language preferences, referring URLs, device name, country, location, information about how and when you use our Services, and other technical information. This information is primarily needed to maintain the security and operation of our Services, and for our internal analytics and reporting purposes.
Like many businesses, we also collect information through cookies and similar technologies.
The information we collect includes:
Log and Usage Data. Log and usage data is service-related, diagnostic, usage, and performance information our servers automatically collect when you access or use our Services and which we record in log files. Depending on how you interact with us, this log data may include your IP address, device information, browser type, and settings and information about your activity in the Services (such as the date/time stamps associated with your usage, pages and files viewed, searches, and other actions you take such as which features you use), device event information (such as system activity, error reports (sometimes called "crash dumps"), and hardware settings).
Device Data. We collect device data such as information about your computer, phone, tablet, or other device you use to access the Services. Depending on the device used, this device data may include information such as your IP address (or proxy server), device and application identification numbers, location, browser type, hardware model, Internet service provider and/or mobile carrier, operating system, and system configuration information.
Google API
Our use of information received from Google APIs will adhere to Google API Services User Data Policy, including the Limited Use requirements.
Google User Data Usage
We only use Google user data to provide and improve the functionality of our application. We do not use Google user data for any other purposes, such as marketing, analytics, or advertising unless they are directly related to improving user experience within the application.
Information We Collect Directly From You
Essential Account Data
We receive Personal Information directly from you when you provide it to us as part of creating an account, including at least:
Name
Email address
Password
These data are processed to provide you with Services and secure access to your account.
Optional Account Data
As part of creating and maintaining an account with us, you may voluntarily submit additional information, including:
Phone number
Role/Title
Company name
Company size
Username
Additional notification email addresses
Profile photo
Optional Account Data is used for various purposes:
Username, Company name, and profile picture are collected to identify yourself better and more quickly to other users on the site.
Phone number is processed so that we can communicate with you about the Services and contact you about Service announcements, updates, or offers.
Company title and company size are used by us to understand our user base and for direct marketing purposes.
Notification email address(es) are processed to provide notifications to you as part of the Service.
Providing badges and completion certificates as part of any learning or educational programs provided by AutyFi.
Contact Information
We may collect contact information for both present and prospective customers, including name, address, phone number, title, and company name, from various sources, including offline marketing activities.
We process this information for marketing purposes and to provide support to present and prospective customers.
Billing Information
We will also collect payment information for customers who pay by credit card and associate it with a Stripe Subscription ID. (We do not store any payment card information ourselves; payment card data is collected and retained by our sub processor for this information, Stripe. We retain only the Subscription ID).
We will collect and maintain billing information (outside of the web site).
For all paid customers, we maintain a record of Service subscriptions, invoices, and payments.
Billing information and payment records are processed to provide Services to our paid customers and comply with legal and contractual requirements.
Connection Data
Suppose you access our Site or Service through a third-party connection or log-in or connect an application to AutyFi. In that case, that third party you connected with may pass certain information about your use of its Service to AutyFi. This information could include but is not limited to the User ID associated with your account, an access token necessary to access that Service, any information that you have permitted the third party to share with us, and any information you have made public in connection with that third-party Service.
Connection Data is processed to provide application connectivity, which is part of the Service.
Online Form, Email, and Chat Data
When you fill out an online form, for example, to subscribe to a newsletter or engage in email or online chat communications with us, you may voluntarily supply us with contact and other information. We may also retain a record of any communications with you or the activities you perform.
Data from these sources is processed to supply you with information that you request from us and be used for direct marketing and analytic purposes.
Event Data
When you register for an AutyFi event, we will collect contact information from you, and when you attend, we will retain a record of your participation.
Event subscription data is collected to provide you with access to events that you have requested. We may also use your contact information for direct marketing purposes. Event attendance data is processed by us to understand our user base better and for marketing purposes.
Support Ticket Data
When you submit a support ticket through our systems, we will collect company and contact data and record activity related to your request.
We process the information submitted as part of support tickets to help you use the Service, contact you about your request(s), and improve our products and services.
Blogs and Community Forums
The Service offers publicly-accessible blogs or community forums. You should be aware that any information provided in these areas may be read, collected, and used by others who access them. If you elect to post something in a public area of our Service, any Personal Information or content that you voluntarily disclose for posting to the Service, becomes available to the public, as controlled by any applicable privacy settings. Suppose you remove information that you posted to the Service. In that case, copies may remain viewable in cached and archived pages of the Service or if other Users have copied or saved that information. To request removal of your Personal Information from our blog or community forum, contact us at privacy@autyfi.ai. In some cases, we may not be able to remove your Personal Information.
From time to time, we post customer testimonials on Sites that may contain Personal Information. We obtain the customers' consent to post their names along with their testimonials.
We process the information submitted by you to our blogs and community forums to help users report and resolve problems with the Service, communicate with users of the Service, and improve our products and services.
Educational Programs
When you participate in any program or request certification in any educational offerings provided by AutyFi, we will collect general contact information from you and retain a record of your participation and learning progress, your consumption of educational content, and any of your usage of the programs. This information may be used and publicly displayed (solely at your discretion) for certification purposes. AutyFi may disclose this information for marketing or promotional purposes. It may be shared with other users, including the admin in your company, organization, or team, who are also a part of the AutyFi Platform.
Information We Receive From Third-Party Sources
Some third parties provide us with Personal Information about you, such as the following:
Account information for third party services: If you interact with a third-party service when using our Services, such as if you use a third-party service to log-in to our Services (Slack, Google, Salesforce, Office 365, Intuit or Infusionsoft), or if you share content from our Services through a third party social media service, the third party service will send us information about you, such as information from your public profile, if the third-party service and your account settings allow such sharing. The information we receive will depend on the policies and your account settings with the third-party service.
We process this information to provide Single Sign-On, which is part of our Services.
We may also receive information associated with your use of the website from third-party software:
Augmented tracking data: If you visit our site and your email or other identifying data is known from interactions with our site or with other sites, then our third-party service providers may supply additional information to us associated with your site usage history. This information could include your name, social media user id(s), and profiles, if known and publicly available.
User activity data: We may monitor and record your activity while visiting our site
We process this information to understand our website users better, improve our Service, and use augmented tracking data for direct marketing purposes.
Information We Automatically Collect When You Use Our Services
Some Personal Information is automatically collected when you visit our site or use our Services through cookies and other tracking technologies. See our Cookie Policy to describe these technologies and your rights and options concerning them.
Use and Disclosure of Personal Information
AutyFi may use Personal Information provided to operate, improve upon, and personalize the Service, for billing identification and authentication, to contact and communicate with you about the Service and your use of the Service, to support the use of the Service, to send marketing materials (subject to your opt-out option), for research purposes, and to generally improve the content and functionality of the Service. We may also combine your Personal Information with third-party analytics information to build a broader profile of our Users so that we can serve you better and provide custom, personalized content and communication. Additionally, we may use the Personal Information we collect for identification and authentication and fraud prevention, analyze Site usage, improve the Service, internal market research, troubleshooting problems, enforce our Terms of Service, and as otherwise outlined in this Policy. Note that we will never email you to ask for your account information; if you receive such an email, please forward it to help@autyfi.ai.
AutyFi may use your cell phone number to call or text you to provide the Service. If you would like more information about our Policy or opt-out, please review our Terms of Service.
We use financial information solely as authorized by you per the Service to process your payments.
Third-Party Service Providers
AutyFi shares Personal Information with its third-party service providers (such as its credit card processors, learning management systems, support services, and hosting partners) to provide the necessary hardware, software, networking, storage, and other services we use to operate the Service and maintain a high-quality user experience.
We use third-party analytics tools to help us measure traffic and usage trends for the Service. These tools collect information sent by your browser as part of a web page request, including the web pages you visit, your browser add-ons, and other information to improve the Service.
AutyFi may store Personal Information in third-party marketing, CRM, and mail-management software to facilitate interactions with users or potential customers.
In all situations where AutyFi discloses Personal Information to third parties acting as service providers or "agents" on behalf of AutyFi, AutyFi will require the recipient to protect and only use Personal Information per this Privacy Policy. We do not permit our service providers to use the Personal Information we share for their marketing purposes.
Analytics and Logs
We may collect and use the analytic information from our systems and from third parties together with your Personal Information to build a broader profile of our Users so that we can serve you better.
AutyFi gathers certain information automatically and stores it in log files. This information includes internet protocol addresses and browser, internet service provider, referring/exit pages, search terms, operating system, date/time stamp, and clickstream data. Occasionally, we may connect Personal Information to information gathered in our log files, as necessary to improve the Service for individual customers. Otherwise, we generally use this information as we would any Usage Data to analyze trends, administer and maintain the Service, or track usage of various features within the Service.
Other Information Sharing
In addition to the purposes described above, we disclose Personal Information to respond to subpoenas, court orders, legal process, or to establish or exercise our legal rights or defend against legal claims. We may also share such information if we believe it is necessary to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to any person's physical safety, violations of our Terms of Service, or as otherwise required by law.
We may share information, including Personal Information, with any member of the AutyFi, which includes any entity that controls, is controlled by, or under common control with AutyFi.
Auty Mations
In addition to the purposes described above, we disclose Personal Information to respond to subpoenas, court orders, legal process, or to establish or exercise our legal rights or defend against legal claims. We may also share such information if we believe it is necessary to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to any person's physical safety, violations of our Terms of Service, or as otherwise required by law.
We may share information, including Personal Information, with any member of the AutyFi, which includes any entity that controls, is controlled by, or under common control with AutyFi.
Customer Data
The AutyFi Service allows users to connect to Third-Party Applications, which may pull data from those applications into AutyFi's servers periodically or on-demand, and pass data from the AutyFi Service onward to other Third-Party Applications.
These interoperations with Third-Party Applications and the related transfers are done only under the direction of, and under the sole control of, AutyFi users. By using the Service, you warrant that AutyFi has your permission to perform any such transfers on your behalf, notwithstanding that these may contain personal data and may cross international borders. AutyFi does not control the privacy practices of any Third-Party Applications to or from which you may transfer data. You warrant that when connecting to such Third-Party Applications and sharing Customer Data, you have read and actively given your consent to the terms and conditions and privacy terms of those Third-Party Applications. You acknowledge and agree that such Third-Party Applications may collect any Customer Data that you make available to them, which may not be collected by AutyFi or described in this Policy.
Customer Data may temporarily be stored in our systems as part of processing and retained for a limited time to support Service features such as history logging and error recovery.
AutyFi protects Customer Data using commercially feasible methods from interception or alteration.
AutyFi will not examine or distribute any Customer Data except as provided in our Terms of Service or as required by law. AutyFi may use automated tools to analyze Customer Data in an aggregate and non-identifiable form to improve the Service.
Links to Other Websites
The Service contains links to websites and applications other than the Service, including websites and applications operated by affiliates and other third parties. Please be aware that we do not determine and we are not responsible for the privacy practices or content of websites and applications operated by third parties. Your browsing and interaction on any third-party website or Service, including those that have a link on our website, are subject to that third party's own rules and policies. We encourage you to be aware when you leave the Service, and read the privacy statements of third-party websites and applications linked to the Service. AutyFi does not endorse and is not responsible for third parties' practices or their websites or applications. You agree that we are not responsible for, and we do not control any third parties that you authorize to access your User Content or Recipe Content. If you are using a third-party website or Service and allow such third-party access to your User Content or Recipe Content, you do so at your own risk. This Policy applies only to information collected by the Service.
Choice
We process and store information on behalf of our customers. You may decline to submit any Personal Information through the Service; in which case we may not be able to provide certain services to you. Please refer to your mobile device or browser's technical information for instructions on how to delete and disable cookies and other tracking/recording tools. Note that disabling cookies on your mobile device or browser may prevent our business partners or us from tracking your browser's activities with the Service. However, doing so may disable many of the features available through the Service. If you are an AutyFi customer and would like to opt-out of getting marketing communications from AutyFi, please contact us at privacy@autyfi.ai or follow the unsubscribe instructions included in such marketing emails. Requests to opt-out of transfers to our third-party vendors may also be submitted, but data sharing limitations may make it difficult or impossible to provide the Service after an opt-out.
Correcting and Updating Your Information
Customers may update or change the Personal Information they have provided AutyFi by logging into the Service and providing such additional information where applicable. If you are our customer and would like to gain access to or request deletion of information we have collected as data controllers, please contact us at privacy@autyfi.ai. We will use commercially reasonable efforts to respond to such queries within 30 business days but are not liable for any failure to do so.
AutyFi has no direct relationship with the individuals or companies with whom our customers may interact using the Service. Any such individual seeking access to or who would like to correct, amend, or delete data stored in the Service should direct his query to the applicable AutyFi customer acting as the data controller for such information.
Do Not Track
We do not track or respond to browser "Do Not Track" requests.
Data Retention
AutyFi will retain Personal Information we process on behalf of our customers or collect directly from our customers for as long as needed to provide Service to our customers, subject to our compliance with this Policy. We may further retain and use this Personal Information as necessary to comply with our legal obligations, maintain accurate accounting, financial and other operational records, resolve disputes, and enforce our agreements. We have established internal policies to delete data from customer accounts following the customer's subscription to the Service.
Children's Personal Information
AutyFi does not knowingly collect any Personal Information from children under the age of 13. If you are under the age of 13, please do not submit any Personal Information through our Service. We encourage parents and legal guardians to monitor their children's Internet usage and help enforce our Policy by instructing their children never to provide Personal Information on our Service without their permission. If you have reason to believe that a child under the age of 13 has provided Personal Information to AutyFi through our Service, please contact us, and we will use commercially reasonable efforts to delete that information from our databases.
Your California Privacy Rights
Under California Civil Code Sections 1798.83-1798.84, California residents are entitled to ask us for a notice identifying the categories of Personal Information we share with our affiliates and third parties for marketing purposes and providing contact information for such affiliates and third parties. If you are a California resident and would like a copy of this notice, please submit a written request to privacy@autyfi.ai or AutyFi LLC, 3221 Ruckriegel Pkwy # B, Louisville, KY 40299, Attn: Legal.
CCPA
A.
Suppose you are a 'consumer' as defined under the California Consumer Privacy Act of 2018 ("CCPA") and AutyFi is a 'business' as defined under CCPA, subject to the provisions of the CCPA and this Privacy Policy. In that case, you have the right to exercise the following privacy rights under CCPA:
Right to request access to information about Categories of Personal Information AutyFi has collected about you, specific pieces of Personal Information AutyFi has collected about you, categories of sources from which the Personal Information is collected, business or commercial purpose for collecting Personal Information, and categories of third parties with whom the business shares Personal Information.
Right to request for deletion of any Personal Information collected about you by us.
Right to opt-out of the sale of Personal Information. Please note that we do not sell Personal Information we collect from you, per the definition of sell in the CCPA and its supplemental regulations.
Right against discrimination because you exercised the rights available to you.
Right to protection against waiver of rights.
You can exercise the rights described above by sending an email to privacy@autyfi.ai. You may exercise these rights by yourself or via an authorized agent who meets the agency requirements of CCPA. Once you exercise your forgoing rights, you agree to receive communication from us seeking information from you to verify you to be the consumer. We have collected the Personal Information and other information as reasonably required to fulfill your request. Please note that we will not fulfill your request unless you have provided sufficient information for us to reasonably verify you are the consumer from whom we collected Personal Information, as well as sufficient details to help us handle the request.
You can find the categories of Personal Information collected and disclosed under the section 'Personal Information We Collect' and the types of third parties to whom the Personal Information may be disclosed under the section 'Use and Disclosure of Personal Information.'
B.
If you are a 'business' as defined under CCPA and AutyFi is a 'service provider' as defined under CCPA. Subject to the provisions of the CCPA and our Privacy Policy, You may entrust information that you or your organization control to AutyFi in connection with the use of our Service or for requesting professional support for our Service. You determine the purposes and means of processing Personal Information. We will not use or disclose Personal Information for any purpose other than to perform or improve our Service or professional support for our Service.
You can find the categories of Personal Information collected and disclosed under the section 'Personal Information We Collect.' The types of third parties to whom the Personal Information may be disclosed are under the section 'Use and Disclosure of Personal Information.'
EU Members
If you are an EU member individual, our EU Users Privacy Policy terms apply to you, in addition to the policies in this document.
Changes to the Privacy Policy
We may, in our sole discretion, modify or update this Policy from time to time. Suppose we make any material changes to this Policy. In that case, we will endeavor to notify you by email or by posting a prominent notice on the Sites prior to the change becoming effective but will not be liable for any failure to do so. We encourage you to periodically review this page for the latest information on our privacy practices. Your continued use of the Service constitutes your agreement to be bound by such changes to this Policy. If you do not accept the terms of this Policy, your only remedy is to discontinue use of the Service.
Business Transactions
AutyFi may assign or transfer this Policy, and your User account and related information and data, including any Personal Information, to any person or entity that acquires all or substantially all of the business, stock, or assets of, or is merged with AutyFi. We may also transfer or assign such information in the course of corporate divestitures, mergers, acquisitions, bankruptcies, dissolutions, or similar transactions or proceedings, provided that the recipient of such information will continue to be bound by the terms of this Privacy Policy.
Contact Us
If you have questions regarding this Policy or about the privacy practices of AutyFi, please contact us by email at privacy@autyfi.ai or at:
AutyFi, LLC
41 Peabody St
Nashville, TN 37210-2125
WEBSITE DISCLAIMER
The information provided by Autymate LLC (DBA AutyFi) ("we," "us," or "our") on https://autyfi.ai (the "Site") and our mobile application is for general informational purposes only. All information on the Site and our mobile application is provided in good faith, however we make no representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, availability, or completeness of any information on the Site or our mobile application. UNDER NO CIRCUMSTANCE SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SITE OR OUR MOBILE APPLICATION OR RELIANCE ON ANY INFORMATION PROVIDED ON THE SITE AND OUR MOBILE APPLICATION. YOUR USE OF THE SITE AND OUR MOBILE APPLICATION AND YOUR RELIANCE ON ANY INFORMATION ON THE SITE AND OUR MOBILE APPLICATION IS SOLELY AT YOUR OWN RISK.
EXTERNAL LINKS DISCLAIMER
The Site and our mobile application may contain (or you may be sent through the Site or our mobile application) links to other websites or content belonging to or originating from third parties or links to websites and features in banners or other advertising. Such external links are not investigated, monitored, or checked for accuracy, adequacy, validity, reliability, availability, or completeness by us. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OFFERED BY THIRD-PARTY WEBSITES LINKED THROUGH THE SITE OR ANY WEBSITE OR FEATURE LINKED IN ANY BANNER OR OTHER ADVERTISING. WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
PROFESSIONAL DISCLAIMER
The information provided on AutyFi.ai ("the Platform") is intended for general informational and reporting purposes related to financial, operations, and marketing data. While we strive to ensure the accuracy and reliability of the information, AutyFi.ai does not provide professional financial, legal, or business advice. The data and insights generated by the Platform should not be relied upon as a substitute for consultations with qualified professionals tailored to your specific business needs. Additionally, the Platform supports integrations with third-party systems and applications, which may be configured based on user recommendations or custom setup. AutyFi.ai provides guidance for these configurations but does not guarantee the functionality, security, or continued performance of such third-party systems. We recommend consulting qualified professionals before making decisions based on the data or when configuring integrations to ensure they meet your business and security requirements. AutyFi.ai disclaims liability for any business decisions, actions, or outcomes based on reports and insights provided by the Platform, as well as for errors, data loss, or security issues arising from third-party integrations or user-configured settings. THE USE OR RELIANCE ON ANY INFORMATION OR GUIDANCE PROVIDED BY THE SITE, OUR MOBILE APPLICATION, OR THROUGH INTEGRATIONS IS SOLELY AT YOUR OWN RISK. THE USE OR RELIANCE OF ANY INFORMATION CONTAINED ON THE SITE OR OUR MOBILE APPLICATION IS SOLELY AT YOUR OWN RISK.
AFFILIATES DISCLAIMER
The Site and our mobile application may contain links to affiliate websites, and we receive an affiliate commission for any purchases made by you on the affiliate website using such links. Our affiliates include the following:
TESTIMONIALS DISCLAIMER
The Site may contain testimonials by users of our products and/or services. These testimonials reflect the real-life experiences and opinions of such users. However, the experiences are personal to those particular users, and may not necessarily be representative of all users of our products and/or services. We do not claim, and you should not assume, that all users will have the same experiences. YOUR INDIVIDUAL RESULTS MAY VARY.
The testimonials on the Site are submitted in various forms such as text, audio and/or video, and are reviewed by us before being posted. They appear on the Site verbatim as given by the users, except for the correction of grammar or typing errors. Some testimonials may have been shortened for the sake of brevity where the full testimonial contained extraneous information not relevant to the general public.
The views and opinions contained in the testimonials belong solely to the individual user and do not reflect our views and opinions. We are not affiliated with users who provide testimonials, and users are not paid or otherwise compensated for their testimonials.