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AutyFi End User License Agreement (EULA)

Last updated September 19, 2024

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.
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PLEASE NOTE, THIS EULA CONTAINS AN AGREEMENT TO ARBITRATE IN SECTION 13 BELOW, WHICH WILL REQUIRE ACCOUNT HOLDER TO SUBMIT CLAIMS AGAINST US TO BINDING AND FINAL ARBITRATION.
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BY ACCESSING OR USING THE 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.
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There will be no force or effect to any different terms of any related purchase order or similar form even if signed by the parties after the date hereof.

2.

Performance

(a) 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.
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(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.
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(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.
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(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.
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(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).
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(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.
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(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.
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(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.
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(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.
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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).
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(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
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As between the parties, Account Holder shall retain all right, title, and interest in and to all documents, messages, graphics, logos, images, files, data, and other information transmitted through the 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.
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(b) Autymations and Connectors
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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.
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(c) AutyFi Platform
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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").
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(b) The term of each subscription will continue for the period outlined in the applicable Order Form between Account Holder and 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.
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(c) In the event of a material breach of this Agreement by either party, the other party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period.
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(d) Upon termination, 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.
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(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 [email protected] (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

AutyFi End User License Agreement

1. WHAT INFORMATION DO WE COLLECT?

Personal information you disclose to us
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*In Short:* We collect personal information that you provide to us.
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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.
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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.
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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).
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We will collect and maintain billing information (outside of the web site).
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For all paid customers, we maintain a record of Service subscriptions, invoices, and payments.
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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.
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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.
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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.
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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.
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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 [email protected]. In some cases, we may not be able to remove your Personal Information.
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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.
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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.
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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 [email protected].
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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.
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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.
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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.
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AutyFi may store Personal Information in third-party marketing, CRM, and mail-management software to facilitate interactions with users or potential customers.
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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.
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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.
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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.
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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.
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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.
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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.
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AutyFi protects Customer Data using commercially feasible methods from interception or alteration.
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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 [email protected] 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 [email protected]. 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.
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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 [email protected] 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 [email protected]. 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.
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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.'
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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.
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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.
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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 [email protected] or at:
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AutyFi, LLC
41 Peabody St
Nashville, TN 37210-2125

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

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

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

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

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

1. THE APPLICATION

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

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

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

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

2. SCOPE OF LICENSE

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

3. PROHIBITED ACTIVITIES

You agree not to use the Licensed Application for:

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

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

4. TECHNICAL REQUIREMENTS

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

5. SERVICE AVAILABILITY

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

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

6. FEES AND BILLING

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

7. MODIFICATIONS TO THE SERVICE OR PRICING

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

8. SECURITY AND DATA PROTECTION

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

9. MAINTENANCE AND SUPPORT

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

10. USE OF DATA

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

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

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

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

11. DATA PROTECTION COMPLIANCE

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

12. USER-GENERATED CONTRIBUTIONS

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

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

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

13. CONTRIBUTION LICENSE

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

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

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

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

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

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

14. LIABILITY

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

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

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

15. WARRANTY

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

16. PRODUCT CLAIMS

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

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

17. LEGAL COMPLIANCE

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

18. TERMINATION

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

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

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

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

19. THIRD-PARTY TERMS OF AGREEMENTS AND BENEFICIARY

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

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

20. INTELLECTUAL PROPERTY RIGHTS

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

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

21. APPLICABLE LAW

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

22. MISCELLANEOUS

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

23. DISPUTE RESOLUTION

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

24. FORCE MAJEURE

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

25. DISPUTE RESOLUTION

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

26. API USAGE AND RATE LIMITS

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

27. CONTACT INFORMATION

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

Legal Department
AutyFi
41 Peabody St
Nashville, TN 37210
United States

[email protected]

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