If you are using the Services on behalf of a company, entity, or organization with a subscription to the Services (the “Customer”) then you represent and warrant that you: (i) are an authorized representative of the Customer with the authority to bind such Customer to the terms and conditions of this Agreement; (ii) have read this Agreement; (iii) understand this Agreement, and (iv) agree to this Agreement on behalf of such CUSTOMER AND THE CUSTOMER IS BOUND BY AND A PARTY TO THIS AGREEMENT. Autocorp and the Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”
- Scope and Applicability
1.1 Parties. This Agreement is between Autocorp (“Us”, “We”, “Our”) and Customer, Customer’s authorized personnel, and other Customer end users (the “Authorized User”, “You”, “Your”) who receive access to and/or the right to use our hosted software services (the “Services”) in accordance with the Master SaaS and Services Agreement (the “Master Agreement”).
1.2 Scope. This Agreement shall govern Your access and use of the Services, any associated upgrades, patches, updates, user accounts, and passwords.
1.3 Interpretation. The terms and conditions of this Agreement shall coexist with, and shall not supersede the Master Agreement. To the extent that the provisions of this Agreement conflict with the Master Agreement, the Capitalized terms herein without definition shall have the meanings specified in the Master Agreement.
1.5 Reserved Rights. We reserve the right to change, modify, add, or delete articles in this Agreement at any time, in accordance with the procedures described herein.
1.6 Agreement. By downloading, installing, accessing, or using the Services and/or by express agreement by clicking the “Accept” button, You are agreeing to the terms and conditions of this Agreement.
IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MUST NOT DOWNLOAD, INSTALL, ACCESS, OR USE THE SERVICES.
“Authorized User” means an individual who is over the age of 18 years and authorized by the Customer to hold a user account, an administrative account, or as an end user of the Services. Authorized Users may include:
- the Customer’s employees, independent contractors, or agents who are authorized by the Customer to access an applicable software platform provided by the Services; and
- the Customer’s automotive clients who are accessing or using the Services directly from the Customer.
“Autocorp” means Autocorp.ai Inc., with a place of business at 343 Preston St, 11th Floor, Ottawa, ON.
“Autocorp IP” means all Intellectual Property (as defined herein) in the Services and Documentation provided to Customer or any Authorized User in connection with the foregoing.
“Confidential Information” means acquired business, technical, or financial information related to the disclosing Party’s business. Autocorp’s Confidential Information includes non-public information related to the functionality, features, and performance of the Services. The Customer’s Confidential Information includes non-public data provided by Customer or its Authorized Users to Autocorp to enable access to and use of the Services, as well as the data collected and stored for Customer in associated with the Services.
“Customer” means a company, entity, or organization that has contractually agreed to the Services under the Master Agreement.
“Documentation” means any user manuals, help files, FAQ lists, and other documentation, if any, provided to a Customer or Authorized User by Autocorp in association with the Services.
“Feedback” means any communications or materials submitted to Autocorp by mail, email, telephone, or otherwise, suggesting or recommending changes to our Services or the Autocorp IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like.
“Fees” means the applicable fees agreed to by the Parties as payment for the Services as set out in the Master Agreement.
“Intellectual Property” means:
- Copyrights, trademarks, service marks and any other rights to any form or medium of expression;
- Trade secrets, privacy rights and any other protection for confidential information or ideas;
iii) Patents and patent applications;
iv) Inventions and any other items, information or theories which are protectable or registrable under any of the copyright, patent, trade secret, confidentiality or other similar laws; and
- Any other similar rights or interests recognized by applicable law.
“Master Agreement” means the Master SaaS and Services Agreement as between Autocorp and Customer.
“Party” or “Parties” means Autocorp and/or Customer as parties to the Master Agreement.
“Permitted Use” means the intended purpose of a particular hosted software-as-a-service and applicable software application as set forth in the Master Agreement and any associated Documentation related to the Services provided to the Customer.
“Personal Information” means any information that could be used to identify a specific individual. This includes, name, address, date of birth, phone number, photograph, sex, ethnic origin, etc.
“Professional Services” means any applicable implementation services, customization, integration, data import and export, monitoring, technical support, maintenance, training, backup and recovery, and change management related to the hosted software-as-a-service.
“Services” means the hosted software-as-a-service for certain software applications (each such application together with applicable Documentation, programming, and user interfaces), and to the extent applicable, all other Professional Services as provided for under the Master Agreement. This may include Third-Party Products required to deliver the software applications or associated Professional Services.
“Service Suspension” means an instance in which a vendor’s Third-Party Products are inaccessible, rendering Customer’s Services unavailable.
“Term” means the Term of the Services as set out in the Master Agreement.
“Third-Party Products” means any third-party products or services provided by a vendor that are required for or are incorporated into the Services.
“Usage Data” means data and information related to Customer’s use of the Services that may be used by Autocorp in an aggregate and anonymized manner, including compiling statistical and performance information related to the provision and operation of the Services.
- Access and Use of the Software Services
3.1 Provision of Access. Subject to and conditioned on Customer’s payment of Fees and compliance with all the terms and conditions of this Agreement, We hereby grant You a non-exclusive, non-transferable right to access and use the Services during the Term. Such use is limited to Customer’s internal use. We shall provide to the Customer the necessary passwords and network links or connections to allow the Customer’s Authorized Users to access the Services.
3.2 Use. You agree to use the Services only for the intended purpose (“Permitted Use”) and in compliance with all applicable laws, including all applicable intellectual property laws. You agree and acknowledge that by using the Services, You are an Authorized User.
3.3 Reserved Rights. We reserve all rights not expressly granted to You in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer, You, or any third party any intellectual property rights or other right, title, or interest to any of the Autocorp IP (as defined in Section 2). We reserve the right at any time to alter the price, features, specifications, capabilities, functions, terms, release dates, general availability or other characteristics of the Services. Updates, upgrades, patches and modifications may be necessary in order to be able to continue to use the Services on certain hardware.
3.4 Protecting Account Access. You agree to keep all account information up to date, use reasonable means to protect Your account information, passwords and other login credentials, and promptly notify Us of any known or suspected unauthorized use of or access to Your account.
3.5 Restrictions on Use. You shall not use the Services for any purposes beyond the scope of the access granted in this Agreement. Without limiting the generality of the foregoing, the Customer shall not at any time, directly or indirectly, permit any Authorized Users to:
- copy, modify, or create derivative works of the Services or any related Documentation that may be provided, in whole or in part;
- rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Documentation;
- reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part;
- remove any proprietary notices from the Services or Documentation;
- use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, depreciates the goodwill of the or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
- publicly disclose the results of any benchmarking of the Services against any competing products or services; or
- use the Services for the purpose of developing a product or service that may be competitive with the Services.
3.6 Suspension of Use. Notwithstanding anything to the contrary in this Agreement, We may temporarily suspend Customer’s and any Authorized User’s access to any portion or all of the Services if:
- We reasonably determine that:
(a) there is a threat or attack on any Autocorp IP;
(b) Customer’s or any Authorized User’s use of the Autocorp IP disrupts or poses a security risk to the Autocorp IP or to any other Customer or vendor of Autocorp;
(c) Customer or any Authorized User is using the Autocorp IP for fraudulent or illegal activities;
(d) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or
(e) Our provision of the Services to Customer or any Authorized User is prohibited by applicable law; or
- any of Our vendors has suspended or terminated Our access to or use of any Third-party Products (as defined in Section 2) required to enable Customer to access the Services (a “Service Suspension”). We shall use commercially reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to the Services following any Service Suspension. We shall use commercially reasonable efforts to resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. We will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension; or
- We have reasonably determined that Customer is in breach of the terms and conditions of this Agreement or the Master Agreement.
NO OTHER RIGHTS ARE GRANTED EXCEPT AS EXPRESSLY SET FORTH HEREIN.
- Use of Data and Privacy
4.2 Notice and Consent. To the extent Your use of the Services requires it, the Customer and Authorized Users are responsible for providing notice to, and obtaining express consent from, individuals regarding the collection, processing, transfer and storage of their data, including Personal Information, through the use of the Services.
4.3 Feedback If You send or transmit any communications or materials to Us by mail, email, telephone, or otherwise, suggesting or recommending changes to our Services or the Autocorp IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), We may use any Feedback that You voluntarily provide in connection with Your use of the Services as part of Our business operations irrespective of any other obligation or limitation between the Parties governing such Feedback.
Customer hereby assigns to Autocorp on Customer’s behalf, and on behalf of its Authorized Users, all right, title, and interest in, and Autocorp is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Autocorp is not required to use any Feedback.
4.5 No transfer of ownership. Nothing in this Agreement transfers ownership in, or grants any license to any intellectual property rights in the Services. You retain any ownership of Your Personal Information and We retain ownership of Autocorp IP and any subsequent copies thereof, regardless of form or media.
- Customer Responsibilities
5.1 General Responsibilities. Customer is responsible and liable for all uses of the Services and Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Customer is responsible for ensuring Authorized Users are aware of the Permitted Use of the Services. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement. Customer shall use best efforts to ensure that all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s Permitted Use of the Services and shall cause Authorized Users to comply with such provisions.
5.2 Third-Party products. We may from time-to-time make Third-Party Products available to Customer. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions. Customer is responsible for ensuring that its Authorized Users are made aware of and agree to such terms and conditions.
- Support and Professional Services
6.1 Support. Subject to payment of required Fees, We will provide standard support and maintenance services and associated service level commitments specified in and subject to the terms and conditions of the Master Agreement as updated from time-to-time by Us in Our sole discretion.
6.2 Professional Services. If We provide Professional Services to Customer under this Agreement, then We will comply with the terms and conditions of the Master Agreement as updated from time-to-time by Us in Our sole discretion.
- Intellectual Property Rights
7.1 Intellectual Property Rights. The Autocorp IP is protected by Intellectual Property rights. We own or are a licensee to all Autocorp IP (as defined in Section 2), including but not limited to any and all trademarks under which the Services are licensed, copyright in software code, source code, object code, the design and layout of the graphical user interface and the structure and overall look and feel of the Services. The right of the Authorized User to use the Services is and shall at all times be subject to Our intellectual property rights. Except as expressly provided in the Agreement, Autocorp and its licensors do not grant any express or implied rights to use the Autocorp IP. Nothing in this Agreement will be construed to confer any license or right, by implication, estoppel, or otherwise, under copyright or other intellectual property rights, to You or any third party.
7.2 Trademarks. The trademarks, logos, and service marks displayed on the Services are protected by the Autocorp IP. You will not adopt or use, nor authorize others to adopt or use, any trademark, service mark or trade name which includes, or is likely to mislead, deceive or cause confusion, or is substantially identical with, or deceptively similar to, any trademark used in association with the Services. You will not engage in any activities that will depreciate the goodwill of any of Autocorp’s trademarks.
7.3 Infringement of Intellectual Property Rights If You become aware of any infringements or suspected infringements by any third party of any intellectual property rights in the Services, You must immediately notify Us at email@example.com.
- Confidential Information
From time to time during the Term, either Party may disclose or make available Confidential Information (as defined in Section 2) to the other Party. Confidential Information does not include information that, at the time of disclosure is: (i) in the public domain; (ii) known to the receiving Party at the time of disclosure; (iii) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (iv) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent permitted or required by law.
- Warranty, Disclaimer, Limitation of Liability
9.1 Warranty and Disclaimer
9.1.1 Performance. Autocorp warrants that the Services, when properly used with the appropriate equipment, will perform substantially for the Permitted Use (as defined in Section 2).
9.1.2 Individual Requirements. You acknowledge that the Services are being provided AS IS and have not been written to meet Your individual requirements. A failure of any part or the whole of the Services to be suitable for an Authorized User’s individual requirements will not give rise to any right or claim against Autocorp.
9.1.3 Software Errors You acknowledge that the Services in general are not error-free and agree that the existence of such errors will not constitute a breach of this Agreement.
9.1.4 Software Viruses. We do not warrant that the Services will be free from all known viruses and You are solely responsible for virus scanning any software provided as part of the Services.
9.1.5 Acceptance of Risk. You acknowledge and agree that You download, install, access, and use the Services at Your own discretion and risk, and that You will be solely responsible for any damage to Your hardware or any loss of data that results from such downloading, installing or use of the Services.
9.1.6 Compatibility. We do not warrant that the Services will be compatible with the specific hardware, including a particular mobile device, of the Authorized User.
9.2 Limitation of Liability
YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES MEETS YOUR REQUIREMENTS FOR SECURITY AND UNINTERRUPTABILITY. YOU BEAR THE SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED DUE TO FAILURE OF THE SERVICES TO MEET SUCH REQUIREMENTS.
IN NO EVENT WILL AUTOCORP BE LIABLE TO THE AUTHORIZED USER OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, OR OTHER SPECIAL, DIRECT, INDIRECT, PUNITIVE, CONSEQUENTIAL, OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THE USE OF THE PROPRIETARY SOFTWARE UNDER THIS AGREEMENT, EVEN IF AUTOCORP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
UNDER NO CIRCUMSTANCES SHALL AUTOCORP, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE TO THE LICENSEE OR ANY OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST REVENUES OR PROFITS OR LOSS OF BUSINESS) RESULTING FROM THIS AGREEMENT, OR FROM THE FURNISHING, PERFORMANCE, OR USE OF THE SERVICES, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, OR THE NEGLIGENCE OF AUTOCORP OR ANY OTHER PARTY, EVEN IF AUTOCORP IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE JURISDICTION LIMITS AUTOCORP’S ABILITY TO DISCLAIM ANY IMPLIED WARRANTIES, THIS DISCLAIMER SHALL BE EFFECTIVE TO THE MAXIMUM EXTENT PERMITTED.
9.2.1 Limitation of Remedies and Damages. If, notwithstanding this Agreement, Autocorp is liable to You or any other person, then in no event will Autocorp’s aggregate liability arising out of or related to this Agreement under any legal or equitable theory for any and all claims, including breach of contract, tort (including negligence), strict liability, and otherwise relating to this Agreement or the Services furnished or to be furnished by Autocorp under the Master Agreement will in any event be absolutely limited to CAD $1000. You hereby discharge Autocorp from all liability in excess of CAD $1000. Nothing in the foregoing limits any of the Customer’s payment obligations under the Master Agreement.
9.2.2 Express and Implied Conditions. Unless this Agreement expressly provides otherwise: to the maximum extent permitted by law, all express and implied conditions, warranties or liabilities (including liability as to negligence) regarding the condition, accuracy, suitability, quality or title to the Services are negated and excluded; and Autocorp gives no condition, warranty, undertaking or representation in relation to the condition, accuracy, suitability, quality of or title to the Services (including any data contained in or supplied in relation to it or reports generated or produced by or with the aid of the Services).
9.2.3 Notice of Claims. If You desire to make a claim against Autocorp concerning this Agreement, or the Services, You must first notify Autocorp in writing of Your potential claim, the grounds for Your claim, and the relief You seek. You must allow Autocorp no less than thirty (30) days to attempt to resolve the issue prior to formally asserting a claim. If you fail to provide notice, Autocorp will not be liable to You for the claim.
9.2.4 Indemnification. You will indemnify and hold Us harmless from and against actual loss, costs, liabilities and expenses (including reasonable attorneys' fees) resulting from Your breach of this Agreement, Your use of the Services or any information provided by Us, or Your infringement of any intellectual property or other right of any person or entity.
10.1 Time of Termination. This Agreement remains effective until termination. We will immediately suspend or terminate this Agreement with or without notice at Our sole discretion, if Customer or an Authorized User exceeds the scope of the Permitted Use or otherwise fails to comply with the terms of this Agreement.
10.2 Effect of Master Agreement. We may terminate or suspend Your usage rights under this Agreement, at Our sole discretion, if the Master Agreement is terminated or suspended in accordance with the terms therein.
10.3 Authorized User Termination. You may terminate this Agreement at any time by cancellation and/or ceasing use of the Services. We reserve the right to maintain the effect of this Agreement until it has verified that all Authorized User account identifications and passwords associated with the right of access and use to the Services have been deactivated or terminated in accordance with the Master Agreement.
10.4 Effect of Termination. Upon termination of this Agreement, You must immediately cease to use and permanently delete or destroy any software, account information and Documentation associated with the Services. Termination of this Agreement shall not affect the Customer’s obligation to pay outstanding Fees for the Services granted prior to the termination, which amounts shall immediately be payable at the date of termination.
10.5 Survival. Despite any other provision of this Agreement, clauses 4 (Use of Data and Privacy), 7 (Intellectual Property Rights) and 10 (Termination) survive the expiration or termination of this Agreement.
- Changes to this Agreement or Services
11.2 Authorized User Responsibility. You are responsible for checking this Agreement periodically for changes. If any future changes to this Agreement are unacceptable to You or cause You to no longer be in agreement or compliance with this Agreement, You may terminate this Agreement in accordance with Section 10 of this Agreement and must immediately uninstall and destroy all account information associated with the Services, as applicable. Your continued use of the Services following any revision to this Agreement constitutes Your complete and irrevocable acceptance of any and all such changes.
11.3 Effect of Updates to the Services. We may modify the Services for any reason or without any specific reason, at any time and at Our entire discretion, in particular for technical reasons such as updates, maintenance operations and/or resets to improve and/or optimize the Services. You agree that the Services may require the installation or downloading of any such modifications automatically. You agree that We may stop supporting previous versions of software associated with Our Services upon availability of an updated version. We also reserve the right to amend the Scope set out in Section 1 herein to place limits on the use of the Services.
12.1 Governing Law. This Agreement will be governed by and constructed in accordance with the laws of the Province of Ontario and the Country of Canada without regard to its rules concerning conflicts of laws.
12.2 Severability. If any provision of this Agreement shall be held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.
12.3 Entire agreement. This Agreement is the complete agreement between the Parties regarding the subject matter of this Agreement and supersedes all prior or contemporaneous communications, understandings or agreements (whether written or oral).
12.4 Assignment. You may not transfer or assign any rights or obligations you have under this Agreement without Autocorp’s prior written consent. Autocorp may transfer or assign this Agreement or any right or obligation under this Agreement at any time.
12.6 Force Majeure. Except for payment obligations, neither Party will be responsible for failure to perform its obligations due to an event or circumstances beyond its reasonable control, including without limitation fires, floods, earthquakes, embargoes, shortages, epidemics, quarantines, war, acts of war (whether war be declared or not), acts of terrorism, insurrections, riots, civil commotion, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority, and interruptions, loss or malfunctions of utilities, communications or computer (software or hardware) services.
12.7 No Third Party Beneficiaries. Nothing contained in this Agreement shall be deemed to create, or be construed as creating, any third party beneficiary right of action or other right of third parties.
12.8 Headings. Clause headings have been included in this Agreement for convenience only and must not be considered part of, or be used in interpreting, this Agreement.
12.9 No Waiver. Neither Party shall be deemed to have waived any provision hereof unless such waiver is in writing and executed by a duly authorized officer of the waiving Party. No waiver by either Party of any provision hereof on one occasion shall constitute a waiver of such provision on any other occasion.
12.10 Contact. You may contact Us regarding any questions related to this Agreement by emailing at firstname.lastname@example.org.
End of the End User Terms and of Use, last updated November 4, 2022