Terms of Service

Terms of Service - Autocorp.ai

Last Updated: February 24, 2025

These Terms of Service (the "Terms of Service") are entered into by and between you (defined below) and Autocorp.ai Inc. or FINVIN AI Inc., or whichever Autocorp entity that is a party to the MSA (defined below) with you (such Autocorp entity referred to as "Autocorp", "us", "we", or "our"). Autocorp and you are referred to herein collectively as the "Parties" or individually as a "Party".

You acknowledge and agree that these Terms of Service, along with the rest of the Agreement (defined below) govern Autocorp's provision of the Services (defined below) to you and the access and/or use thereof by you and your End Users (defined below).

If you are accessing or using the Services on behalf of a company, entity, or organization, then you represent and warrant that you: (i) are an authorized representative of such organization with the authority to bind such organization to the terms and conditions of the Agreement, including these Terms of Service; (ii) have read and understand the Agreement; and (iii) agree to the Agreement on behalf of such organization and such organization is bound by and a party to the Agreement.

YOU ACKNOWLEDGE AND AGREE: (A) TO ACCESS AND USE THE SERVICES SOLELY IN ACCORDANCE WITH THE TERMS OF THE AGREEMENT, INCLUDING THESE TERMS OF SERVICE, (B) THAT AUTOCORP MAY FROM TIME TO TIME UPDATE THESE TERMS OF SERVICE IN ITS SOLE AND ABSOLUTE DISCRETION FOR ANY REASON PURSUANT TO SECTION 14(A) (UPDATES TO THESE TERMS OF SERVICE) OF THESE TERMS OF SERVICE, AND (C) THAT IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. Definitions

All undefined capitalized terms in these Terms of Service have the meanings given to them in the MSA.

(a) "Account"
means an account on the Platform (defined below).
(b) "Agreement"
means: (i) if you are a Customer, the Sales Order Form and/or the MSA (which, for clarity, includes any schedules or exhibits attached thereto), these Terms of Service, the Privacy Policy, the Service Policies, and the Other URLs (all as defined below), and (ii) if you an End User, these Terms of Service, the Privacy Policy, the Service Policies, and Other URLs.
(c) "API Integration"
means the process and activities involved in integrating the Customer Properties (defined below) with the Services using the Autocorp API (defined below), including the implementation, configuration, customization, and testing of the Autocorp API to ensure communication and functionality between the Customer Properties and the Services.
(d) "Autocorp API"
means the application programming interface provided by us, which includes a set of protocols, routines, and tools for building software and applications that facilitate the integration of the Customer Properties (defined below) with the Services. The Autocorp API enables communication between different software components and allows the Customer Properties to interact with the Services. For clarity, if an API Integration Agreement Addendum has been executed by you, the Services include the Autocorp API.
(e) "Autocorp IP"
means all Intellectual Property Rights (defined below) in the Services and Documentation (defined below) provided to you in connection with the foregoing.
(f) "Autocorp Property"
means, collectively, the Autocorp API, Services (including the Platform), Documentation, and Autocorp IP.
(g) "Customer"
means the entity or person that has executed a Sales Order Form and/or Master Service Agreement with us or one of our affiliates.
(h) "Customer Properties"
means Customer's software applications (including mobile apps) and websites.
(i) "Documentation"
means any user manuals, help files, FAQ lists, and other documentation or materials, if any, provided to you or an End User by us in association with the Services.
(j) "Effective Date"
means: (i) if you are a Customer, the effective date of the MSA, and (ii) if you are an End User, the date in which you first access and/or use the Services.
(k) "End User"
means an individual who is authorized by Customer to access and use the Services, or otherwise accesses or uses the Services on or through the Customer Properties, whether such access or use is authorized by Customer or not. For clarity, End User includes Customer's employees, contractors, and end customers and consumers.
(l) "Intellectual Property Rights"
means all rights, title, and interest in and to any and all intellectual property, including: (i) copyrights, trademarks, service marks and any other rights to any form or medium of expression; (ii) 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 (v) any other similar rights or interests recognized by applicable law or regulation.
(m) "MSA"
means the Master Services Agreement or Master SaaS and Services Agreement executed between us (or one of our affiliates) and you for the provision of the Services to you.
(n) "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.
(o) "Platform"
means the user interface platform and related software through which we provide you with the Services. For clarity, the Services include the Platform.
(p) "Privacy Policy"
means our Privacy Policy found at https://www.autocorp.ai/privacy-policy.
(q) "Sales Order Form"
means the Sales Order Form, or any other sales order form of ours, executed between us (or one of our affiliates) and you for the provision of the Services to you.
(r) "Services"
means the services of ours that we have agreed to provide you, and you have agreed to receive, in accordance with the terms and conditions of your Agreement with us.
(s) "Service Policies"
means our published policies or those otherwise communicated to you.
(t) "Term"
means: (i) if you a Customer, the period between the Effective Date and the effective date of termination of the MSA, and (ii) if you are an End User, the period between the Effective Date and the effective date of termination of these Terms of Service.
(u) "Usage Data"
means data and information related to your use of the Services which, for clarity, may be used by us in an aggregate and anonymized manner, including compiling statistical and performance information related to the provision and operation of the Services.
(v) "Vendor"
means a vendor of a Vendor Product.
(w) "Vendor Product"
means a third-party product or service that is required for, or is incorporated into, the Services.
(x) "Vendor Terms"
means the terms and conditions of a Vendor Product, which end users of such Vendor Product are required to abide by as required by the applicable Vendor.
(y) "You" or "your"
means you as a Customer or an End User, as applicable under these Terms of Service.
(z) "Your Data"
means all information, including Personal Data, processed or stored on or through the Platform by you or on your behalf to enable the provision of the Services to you and the access to and/or use of the Services by you.

2. Services

(a) Provision of Services.
Subject to your ongoing compliance with the terms and conditions of the Agreement, including your payment of the Fees (if applicable), we hereby grant you a non-exclusive, non-transferable, non-sublicensable, worldwide right to access and use the Services and Documentation, if provided, solely for the Permitted Purpose (defined below) during the Term.
(b) Documentation.
Subject to the terms and conditions of the Agreement, you may reproduce and use the Documentation, if provided, solely as necessary to support your and our the End Users' access to and use of the Services in accordance with the Agreement, including these Terms of Service.
(c) Permitted Use.
Notwithstanding any provision to the contrary in the Agreement, you agree to use the Services and Documentation only for legitimate purposes or purposes intended by us and in strict compliance with the terms and conditions of the Agreement, including these Terms of Service, and all applicable laws and regulations (collectively, the "Permitted Use").
(d) Fair Credit Reporting Act.
You acknowledge and agree that none of the data and information provided by us or any Vendor through the Services shall constitute a "consumer report" as such term is defined under the Fair Credit Report Act (as amended) ("FCRA"), and you represent and warrant that you shall not use the Services or any of the information provided by us in whole or in part as a factor in determining eligibility for credit, insurance, employment or another eligibility purpose that would qualify it as a consumer report under the FCRA.
(e) Support.
Subject to your payment of the applicable 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 Agreement, or as customarily provided by us to our customers as determined by us in our sole and absolute discretion from time-to-time ("Support Services"). For clarity, if Support Services are applicable to you, such services are deemed part of the Services hereunder.
(f) API Conditions of Use.

In the event the Services include API Integration, as a condition to your access and use of the Autocorp API, you acknowledge and agree:

  • to comply with all applicable laws and regulations, and third-party rights in connection with your use of the Autocorp API,
  • you shall not use the Autocorp API in any manner that violates such laws, regulations, or rights, and
  • you and your End Users shall not:
    • use the Autocorp API to develop, build, distribute, or create any software, application, platform, product, or service that competes with Autocorp's products or services, or replicates, replaces, or resembles the functionality of any of the Services; or
    • sell, resell, license, sublicense, distribute, make available, rent, lease, or otherwise transfer the Autocorp API or access thereto to any third party.

We reserve the right to monitor your and your End Users' use of the Autocorp API to ensure compliance with the Agreement, including these Terms of Service and the API Integration Agreement Addendum. If we determine, in our sole discretion, that you or your End Users have violated any term of the Agreement, we may suspend or terminate your or your End Users' access and/or use to the Autocorp API without notice and pursue any other legal or equitable remedies available.

(g) Beta Services.
We may provide you with the Services for free or on a trial basis or with "alpha", "beta", or other early-stage Services, integrations, or features (collectively, the "Beta Services"), which are optional for you to use. We make no promises that future versions of Beta Services will be released or will be made available under the same commercial or other terms. Unless otherwise set out in the Sales Order Form or MSA, we may terminate your right to use any Beta Services at any time in our sole discretion, without liability.

You consent to provide feedback on your experience with the Beta Services to help us improve the Platform. We reserve the right to modify or terminate any Beta Service in our sole and absolute discretion. Any data or content shared during your use of the Beta Services will be handled in accordance with our Privacy Policy.

WITH RESPECT TO ANY BETA SERVICES PROVIDED TO YOU, YOU ACKNOWLEDGE AND AGREE THAT SUCH BETA SERVICES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH WE WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF THE BETA SERVICES ARE AT YOUR SOLE RISK NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. ANY LIABILITY ARISING FROM THE BETA SERVICES SHALL BE SUBJECT TO THE LIMITATION OF LIABILITY SET OUT IN SECTION 11(A) (LIMITATION OF LIABILITY) BELOW. BY ACCESSING OR USING ANY BETA SERVICES, YOU CONFIRM YOUR UNDERSTANDING AND ACCEPTANCE OF THE TERMS OF THIS SECTION 2(F) (BETA SERVICES).

(h) Updates to the Services.
We may modify the Services, or any part, element, or function thereof, for any or no reason, at any time, with or without notice to you, and at our sole and absolute discretion, including to:
  • maintain or enhance:
    • the quality or delivery of the Services to our customers,
    • the competitive strength of, or market for, the Services, or
    • the Platform's cost efficiency or performance, or
  • to comply with applicable laws and regulations.

You acknowledge and agree that updates, upgrades, patches and modifications (and the automatic or manual installation or downloading thereof) to the Services, including the Platform and the Customer Properties, may be necessary in order for you to be able to continue to use the Services. You agree that we may stop supporting previous versions of the Platform upon availability of an updated version. We also reserve the right to update or amend any capacity parameters or technical limits on the use of the Services for legitimate business reasons, such as addressing capacity issues or other technical constraints.

(i) Downtime.
You acknowledge and agree that the Services may encounter downtime for the following reasons without it counting against any uptime requirements under the Agreement:
  • periods of exhibited maintenance,
  • downtime caused by factors outside of our reasonable control, including any force majeure event or Internet access or related problems beyond our host's network;
  • downtime resulting from your or your End Users' acts or omissions; or
  • downtime resulting from your equipment, software or other technology and/or third-party equipment, software or other technology (other than third-party equipment within our control).
(j) Restrictions on Use.
You shall not use the Services or Documentation for any purposes beyond the Permitted Use. Without limiting the generality of the foregoing, you shall not, nor permit or encourage any third party to, directly or indirectly:
  • copy, modify, translate, or create derivative works of any Autocorp Property or any element thereof;
  • rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make any Autocorp Property available or accessible to any third party, except as expressly permitted under the Agreement;
  • reverse engineer, decompile, disassemble, decode, adapt, or otherwise attempt to discover or derive the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services or Documentation;
  • engage in web scraping or data scraping on or related to the Services or Documentation, including collection of information through any software that simulates human activity or any bot or web crawler;
  • use the Services or Documentation for time-sharing, service bureau purposes, or other computer service to a third party;
  • remove, modify, or obstruct any proprietary notices or labels from any Autocorp Property;
  • use any Autocorp Property in any manner or for any purpose that infringes, misappropriates, depreciates the goodwill of Autocorp, or otherwise violates any Intellectual Property Right or other right of ours or any other person, or that violates any applicable law or regulation;
  • publicly disclose the results of any benchmarking of the Services against any competing products or services;
  • use any Autocorp Property for the purpose of developing, marketing, or selling a product, platform, or service that may be competitive with the Services or Autocorp.
(k) Reserved Rights.
We reserve all rights not expressly granted to you in the Agreement, including these Terms of Service, including the right at any time to alter the price, features, specifications, capabilities, functions, terms, release dates, general availability or other characteristics of the Services. Except for the limited rights and licenses expressly granted under these Terms of Service, nothing in the Agreement grants, by implication, waiver, estoppel, or otherwise, to you or any third party any Intellectual Property Rights or other right, title, or interest to any of the Autocorp IP.

NO OTHER RIGHTS ARE GRANTED EXCEPT AS EXPRESSLY SET FORTH HEREIN.

3. Access and use of the Platform

(a) Account Set Up.
During the configuration and set-up process for your access to the Platform, you must identify a username and password for the creation of your Account. We reserve the right to refuse the registration of, or to cancel, usernames and passwords we deem inappropriate in our sole and absolute discretion.
(b) Protecting Account Access.
You agree to:
  • keep all information of your Account(s) up to date,
  • use reasonable means to protect the information, passwords and other login credentials of your Account(s),
  • ensure your Account credentials are not shared or used by more than one individual without our authorization, and
  • promptly notify us of any known or suspected unauthorized use of or access to your Account(s).
(c) Account Responsibility.
Without limiting any term or condition of the Agreement, you are responsible for:
  • all uses of any Account that you have access to, whether or not you have authorized the particular use or user and regardless of your knowledge of such use, and
  • the security surrounding your Account(s) and the End User Accounts, including Account information, passwords, and files.

We are not and shall not be responsible for any losses, damages, costs, expenses or claims of any kind that result from or are in connection with any stolen or lost passwords, or any misuse of your or any End Users' Account(s), including any non-compliance of any terms applicable to such Accounts under the Agreement by you or any End User.

(d) Cooperation.
You shall provide all cooperation and assistance as we may reasonably request to enable us to exercise our rights and perform our obligations under, and in connection with, the Agreement, including providing us with such access to your premises and your information technology infrastructure as is necessary for us to perform the Services in accordance with the Agreement, including these Terms of Service.
(e) Customer Systems.
You shall be responsible for obtaining and maintaining both the functionality and security of any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including modems, hardware, servers, software, operating systems, networking, web servers and the like.
(f) No Obligation to Monitor.
You acknowledge and agree that we are not obligated to monitor your access to or use of the Services, but we reserve the right, at our sole and absolute discretion, to do so. We may prohibit any access to or use by you or any End Users of the Services that we determine, or that is alleged, to violate the Agreement, including these Terms of Service.

4. Vendor Terms

(a) Vendor Products and Terms.

You acknowledge and agree that we may from time-to-time use or incorporate Vendor Products into the Services or otherwise make Vendor Products available to you through the Services, and, as such, it may be necessary for you to accept the terms and conditions of such Vendors (i.e., Vendor Terms). As a continuing condition of your access or use of the Services which use or incorporate such Vendor Products, you agree to:

  • review and agree to all applicable Vendor Terms in writing or in the manner required by such Vendor Terms;
  • comply with all obligations set forth in such Vendor Terms;
  • promptly notify us of any changes to such Vendor Terms that you are aware of that may affect your use of the Services; and
  • accept or agree to such updated Vendor Terms if you wish to continue using the Services, or otherwise cease using the Services if you do not agree to such updated Vendor Terms.

Notwithstanding the foregoing, we shall use commercially reasonable efforts to notify you of any material changes to any Vendor Terms that we are aware of that may affect your use of the Services.

(b) Audit Right.
Upon written request from us, you shall provide us with relevant documents related to the Services and your compliance with any Vendor Terms. You agree to permit us, the applicable Vendor, and/or a third-party auditor selected by us or the applicable Vendor to audit your compliance with the applicable Vendor Terms. If you are a Customer, such audits shall be conducted during regular business hours and in a manner that minimizes disruption to your business operations.
(c) Non-Compliance.
We reserve the right to suspend or terminate your access to and/or use of the Services, without liability, if you fail to comply, or are at risk of failing to comply, with any Vendor Terms.
(d) Third Party Services.

If you use any third-party service with the Services ("Third Party Service"), you acknowledge that such Third Party Service may access or use Your Data. We will not be responsible for any act or omission of such third-party, including such third-party's use of Your Data. This includes any unauthorized access, disclosure, alteration, or destruction of Your Data by the third-party.

We disclaim all liability for any damages, losses, or expenses arising from or related to the third-party's handling of Your Data, regardless of whether such damages were foreseeable or whether we were advised of the possibility of such damages. We do not warrant or support any service provided by the third party, and we expressly disclaim any and all warranties, whether express or implied, including, but not limited to, any warranties of merchantability, fitness for a particular purpose, or non-infringement, with respect to any Third Party Services.

YOU ACKNOWLEDGE AND AGREE THAT ANY USE OF THIRD PARTY SERVICES ARE AT YOUR SOLE RISK NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN. ANY LIABILITY ARISING FROM ANY THIRD PARTY SERVICES SHALL BE SUBJECT TO THE LIMITATION OF LIABILITY SET OUT IN SECTION 11(A) (LIMITATION OF LIABILITY) BELOW. BY USING OR ACCESSING ANY THIRD PARTY SERVICES, YOU CONFIRM YOUR UNDERSTANDING AND ACCEPTANCE OF THE TERMS OF THIS SECTION 4(D) (THIRD PARTY SERVICES).

5. End Users

(a) End Users.

You may allow End Users to access and/or use the Services, including on or through the Customer Properties, provided that:

  • such individuals must be over the age of 18 years,
  • such individuals must be authorized or permitted by you to use the Services,
  • the credentials of such individuals' Accounts (each "End User Account") are not shared or used by more than one individual, but upon request to us, may be reassigned to new users in order to replace a user who no longer requires access and/or use of the Services,
  • such individuals must agree to abide by their respective Agreements, including these Terms of Service,
  • with respect to each and every End User, you shall comply with the requirements set out under Section 5(b) (End User Compliance) below.
(b) End User Compliance.

As an ongoing condition of your End Users' access to and/or use of the Services, you agree:

  • you are responsible for ensuring that such End Users are aware of and comply with these Terms of Service, any applicable Vendor Terms, and all applicable laws and regulations, including privacy, and security laws;
  • to monitor the use of the Services by such End Users and to promptly take appropriate action to address any non-compliance therewith, including with respect to any applicable Vendor Terms;
  • to implement secure authentication practices when providing any credentials or passwords to such End Users;
  • to ensure that such End Users do not use the Services for personal reasons or provide the Services to any third party except as permitted under these Terms of Service and any applicable Vendor Terms;
  • inform such End Users that unauthorized access to and/or use of the Services may subject them to civil and criminal liability under applicable laws and regulations;
  • ensure such End Users obtain all necessary consents from individuals whose information is disclosed and used in connection with the Services, as required by applicable laws and regulations;
  • to immediately notify us of any violation of the terms in Section 5(a) (End Users) or this Section 5(b) (End User Compliance) upon becoming aware of such violation.
(c) Responsibility for End Users.

Without limiting any your obligations under the Agreement, including those set out in this Section 5 (End Users), you are responsible and liable for:

  • all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of the Agreement;
  • ensuring End Users are aware of the Permitted Use of the Services;
  • all acts and omissions of End Users, and any act or omission by an End User that would constitute a breach of these Terms of Service if taken by you will be deemed a breach of these Terms of Service.

You shall be liable for any breach of these Terms and Conditions or any Vendor Terms by your End Users.

(d) Training and Education.
You shall use best efforts to cause your End Users to be, at all times, educated and trained in the proper use and operation of the Platform, and to ensure that the Platform is used in accordance with instructions, specifications and Documentation provided by us from time to time.

6. Data, Security, and Privacy

(a) Customer Systems.
You shall be responsible for obtaining and maintaining both the functionality and security of any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including modems, hardware, servers, software, operating systems, networking, web servers and the like.
(b) Unauthorized Access.
Without limiting any of your obligations under the Agreement, including these Terms of Service, you shall take reasonable steps to prevent unauthorized access to the Services, including by protecting your passwords and other log-in information. You shall notify us immediately of any known or suspected unauthorized use of the Services or breach of its security and shall use best efforts to stop said breach.
(c) Your Data.

You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Your Data. We are not responsible for the failure to store, the loss, or the corruption of Your Data. You agree to comply with all applicable laws and regulations, including those regarding data protection in respect of your use of the Services and the provision of Your Data to us. Without limiting any of the foregoing, you are responsible and liable for:

  • implementing appropriate administrative, technical, physical, and organizational measures and safeguards to ensure the security, confidentiality, and integrity of Your Data (and to protect against unauthorized access, use, or disclosure thereof) and compliance with all applicable laws and regulations, including those related to the collection, use, handling, processing, access, privacy, security, and disclosure of Personal Information;
  • if you are a Customer, maintaining a privacy policy on the Customer Properties ("Customer Privacy Policy") which is compliant with all applicable laws and regulations;
  • to the extent required by applicable laws and regulations due to your and/or your End Users' use of the Services, providing notice or disclosures to, and obtaining consent, including express consent if applicable, from, individuals regarding the collection, processing, transfer and storage of their data, including Personal Information, on or through the Services;
  • establishing procedures and logging mechanisms for systems and networks that will allow tracking and analysis in the event of a data security breach;
  • using Your Data solely in accordance with the terms and conditions in the Agreement, including these Terms of Service, any Vendor Terms, the Customer Privacy Policy, and all applicable laws and regulations;
  • ceasing the use of any of Your Data for which consent has been revoked, within seventy-two (72) hours of notice, whether such notice is provided by us or any other party.
(d) Back Ups.
It is your sole responsibility to make, maintain, and protect back ups of Your Data during the Term, and you acknowledge that you will not have access to Your Data through us or the Platform following the expiration or termination of the Agreement.
(e) Personal Information and Privacy.
We guarantee to respect the privacy rights of any Personal Information provided by you or an End User in accordance with applicable laws and regulations. As further detailed in our Privacy Policy, with respect to Your Data as a Customer, we serve as a data controller, and with respect to Your Data as an End User, we serve as a data processor (with our Customer serving as the data controller of such Personal Information). As such, if you, as a Customer, have questions or wish to exercise your legal rights regarding Your Data, please contact us at privacy@autocorp.ai. If you, as an End User, have questions or wish to exercise your legal rights regarding Your Data, please contact the Customer through whom you have shared Your Data with us.
(f) Compliance with the California Consumer Privacy Act ("CCPA").
To the extent that you, as a Customer, disclose Personal Information of a California "consumer" (as such term is defined under the CCPA) to us through your use of the Services:
  • we shall process such Personal Information solely as a service provider on your behalf for one or more business purposes described in the Agreement or as otherwise permitted by the CCPA;
  • we shall shall not sell or otherwise retain, use, or disclose such Personal Information other than for the specific business purposes described in the Agreement, including retaining, using, or disclosing such Personal Information for a commercial purpose other than performing the business purposes described in the Agreement;
  • to the extent we receive a request to exercise privacy rights from a California consumer relating to Personal Information we process on behalf of you under the Agreement, we shall inform the consumer to inquire with you directly, or if such consumer wishes to make their request directly to us, we shall request that they provide us with your name so that we can refer the request to you for your further handling.

For purposes of this section, the terms "business purpose," "commercial purpose," "consumer," "personal information," "sale," "sell," and "service provider" shall have the meanings ascribed to them in the CCPA and are incorporated herein by reference.

(g) Usage Data.

Notwithstanding anything to the contrary in the Agreement, including these Terms of Service, we may monitor your use of the Services and collect and compile Usage Data. As between us and you, all right, title, and interest in Usage Data, and all Intellectual Property Rights therein, belong to and are retained solely by us. You acknowledge that we may compile Usage Data based on Your Data input into the Services.

You agree that we may:

  • make Usage Data publicly available in compliance with applicable laws and regulations; and
  • use Usage Data to the extent and in the manner permitted under applicable laws and regulations;

provided that such Usage Data do not identify Customer, Customer's Confidential Information (defined below), or any Personal Information. Usage Data will be collected and used in accordance with our Privacy Policy.

(h) De-Identified Data.
Notwithstanding anything to the contrary in the Agreement, including these Terms of Service, we may use, reproduce, sell, publicize, disclose, or otherwise exploit Platform- and Services-related information, data, and material that is anonymized, de-identified, or otherwise rendered not reasonably associated or linked to you or any other identifiable individual person or entity for product improvement and other lawful purposes, all of which information, data, and material will be owned by us.

7. Intellectual Property Rights

(a) Autocorp Property.

We retain all rights, title, and interest in and to all Autocorp Property (and all improvements, enhancements or modifications thereto), including trademarks, copyrights in software code (including source and object code), the design and layout of the graphical user interface, and the overall look and feel of the Services.

To the extent you acquire any right, title or interest in any Autocorp Property, you hereby assign all of its right, title, and interest in such Autocorp Property to us. Your right to use any Autocorp Property is subject to our Intellectual Property Rights.

Except as expressly provided in these Terms of Service, no express or implied rights to use our Intellectual Property Rights are granted. These Terms of Service do not confer any license or right, by implication, estoppel, or otherwise, under copyright or other Intellectual Property Rights, to you or any third party.

You shall not adopt or use, nor authorize others to adopt or use, any trademark, service mark, or trade name that includes, is likely to mislead, deceive, cause confusion, or is substantially identical with, or deceptively similar to, any trademark used in association with the Services. You shall not engage in activities that depreciate the goodwill of any Autocorp IP, including our trademarks.

In the event that the Services include API Integration services, the terms and conditions set forth in the API Integration Services Addendum shall apply to source code ownership.

(b) Your Obligation to Notify Us.
If you become aware of any infringements or suspected infringements of any Intellectual Property Rights in the Autocorp Property by you, an End User, or any other third party, you must immediately notify us at legal@autocorp.ai.
(c) Your Data.

Subject to the rights and licenses granted to us under these Terms of Services, you retain all rights, title, and interest in and to Your Data. Notwithstanding the foregoing, you hereby grant to us a non-exclusive, transferable, sublicensable, worldwide, and royalty-free license to use and otherwise exploit:

  • Your Data to provide the Services to you hereunder and as necessary or useful to monitor and improve the Platform and the Services, or for any other lawful purpose, both during and after the Term, and
  • Vendor Information for any lawful purpose.

"Vendor Information" means any Vendor list or Vendor contact information that is provided to us by you or uploaded to the Platform by or on behalf of you.

(d) 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 any other Autocorp Property, including new features or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, "Feedback"), we may use any such Feedback as part of our business operations irrespective of any other obligation or limitation between the Parties governing such Feedback.

You hereby assign to us on your behalf, and on behalf of your End Users, all right, title, and interest in, and we are 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 we are not required to use any Feedback.

8. Fees and Payments

(a) Fees.
You shall pay us the fees described in your Sales Order Form(s), as applicable, in accordance with the terms set forth therein (i.e., the Fees as defined in your MSA). For greater certainty, the Fees shall include any fees incurred through your use of the Services which exceed any capacity parameter specified on the applicable Sales Order Form.
(b) Payment.
We will deliver invoices to you pursuant to the frequency, cadence, or fee schedule set forth in the applicable Sales Order Form or MSA, if applicable and as the case may be. Invoices are due upon receipt. You will pay all sales taxes and any other taxes in relation to the services provided (including Provincial Sales Tax and the Good and Services tax).
(c) Late Payments.
In the event of any late payment by you, we reserve the right to impose a late fee. This fee shall be the lesser of ten percent (10%) per month, compounded monthly, or the maximum amount permitted by applicable laws and regulations. You agree to pay any such late fee promptly upon notification.
(d) Payment Disputes.

If you believe that we have billed you incorrectly, you must notify us in writing no later than thirty (30) days from the date of the applicable invoice to be eligible for an adjustment or credit to your Account. Failure to notify us within this period will result in the invoice being deemed accepted by you, and you hereby waive any right to dispute such invoice thereafter.

Any undisputed portion of the invoice must be paid in accordance with the payment terms specified herein. We reserve the right to review and adjust any disputed amounts at our discretion, and any adjustments or credits will be applied to your Account within a reasonable time after resolution of the dispute.

(e) Taxes.

You are responsible for and shall pay all applicable taxes, duties, and charges (including sales, use, value-added, and excise taxes) related to our provision of the Services under the Agreement, excluding taxes based on our net income or capital. We shall be responsible for and pay any taxes assessed on our net income or capital.

If any tax authority imposes a tax obligation on us due to your failure to pay such taxes, you agree to reimburse us for the amount of such taxes and any related penalties or interest. You shall provide us with any tax exemption certificates or other documentation necessary to claim an exemption from any such taxes.

(f) Annual Fee Adjustment.

The Fees, if applicable to you, may be subject, in our sole and absolute discretion, to an annual increase by up to five percent (5%) or the percentage increase in the CPI, whichever is lower, over the previous twelve (12) months. For the purposes of this provision, "CPI" refers to the Consumer Price Index for All-items, as published by Statistics Canada, or any successor index thereto.

If we elect to apply such fee adjustment, we shall notify you at least thirty (30) days prior to the end of the then-current term. Upon receiving such notice from us, you must provide written notice of non-renewal of the MSA to us within thirty (30) days, in which case such fee adjustment shall not apply to the MSA for the remaining period of the then-current term; otherwise the Fees will be adjusted as notified to you for the following Renewal Term(s) under your Agreement with us.

9. Suspension and Termination

(a) Suspension of Use.

Notwithstanding anything to the contrary in the Agreement, we may temporarily suspend your and any End User's access to any portion or all of the Services if:

  • we reasonably determine that:
    • there is a threat or attack on any Autocorp Property;
    • your or any End User's use of any Autocorp Property disrupts or poses a security risk to Autocorp or to any other customer or vendor of Autocorp;
    • you or any End User is using any Autocorp Property for unauthorized, inappropriate, fraudulent, or illegal activities;
    • our provision of the Services to you or any End User is prohibited by applicable laws and regulations;
    • you are in breach, or at material risk of breach, of any term or condition of the Agreement, including if you are overdue on any payments owing to Autocorp under the Agreement;
  • any Vendor has restricted, limited, suspended, or terminated our access to or use of a Vendor Product (a "Vendor Service Suspension").
(b) Vendor Service Suspension.

In the event of a Vendor Service Suspension, we shall use commercially reasonable efforts to:

  • provide written notice of any Vendor Service Suspension to you and to provide updates regarding resumption of access to the Services following any Vendor Service Suspension, and
  • resume providing access to the Services as soon as reasonably possible after the event giving rise to the Vendor Service Suspension is cured.

ANY LIABILITY ARISING FROM A VENDOR SERVICE SUSPENSION SHALL BE SUBJECT TO THE LIMITATION OF LIABILITY SET OUT IN SECTION 11(A) (LIMITATION OF LIABILITY) BELOW. BY PROCEEDING WITH USING OR ACCESSING A VENDOR PRODUCT, YOU CONFIRM YOUR UNDERSTANDING AND ACCEPTANCE OF THE TERMS OF THIS SECTION 9(B) (VENDOR SERVICE SUSPENSION).

(c) Termination for Cause.

If you are a Customer, either Party may terminate a Sales Order Form and/or the MSA immediately upon written notice:

  • in the event of a material breach of any provision of the Agreement by the other Party that is not cured within thirty (30) days after providing written notice of such breach to such other Party;
  • in the event of a material breach of any provision of the Agreement by the other Party that is not capable of being cured;
  • subject to applicable laws and regulations, if at any time the other Party 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.
(d) Suspension and/or Termination by Us.

In addition to our rights under Section 9(c) (Termination for Cause) above, we may also:

  • suspend or terminate the Agreement, in whole or in part, or otherwise suspend or terminate your access to the Services, immediately with or without notice at our sole discretion, and without liability, if we believe that you or any End User has exceeded the scope of the Permitted Use or has otherwise failed to comply with the terms of the Agreement, including these Terms of Service, and any applicable Vendor Terms;
  • terminate the Agreement, in whole or in part immediately upon written notice to you if we are so ordered by any governmental or regulatory agency or authority, or there is a change in majority ownership or control of you, as a Customer, where such ownership or control is held by a competitor of us or our affiliates.

We may also terminate a Sales Order Form and/or the MSA at any time for any reason with ninety (90) days written notice to you.

(e) Effects of Termination.

Upon termination of:

  • any Sales Order Form, you shall cease all access and use of the Services, Documentation, and Autocorp Property specified in or in relation to such terminated Sales Order Form, and delete, destroy, or return all copies of the Documentation related to the terminated Sales Order Form in your possession or control, and
  • the MSA and/or these Terms and Conditions, you shall cease all access and use of all Services, Documentation, and Autocorp Property, and shall delete, destroy, or return all copies of the Documentation in your possession or control.

Termination of a Sales Order Form, the MSA, or these Terms of Service shall not affect your obligation to pay outstanding Fees for the Services granted prior to the termination, which amounts shall immediately be payable at the date of termination.

(f) Survival.
All defined terms, any obligation of yours to pay the Fees incurred before the termination of the Agreement, or any part thereof, Sections 1 (Definitions), 3(d) (Fair Credit Reporting Act) 3(f) (API Conditions of Use), 3(g) (Beta Services), 3(k) (Reserved Rights), 4(c) (Account Responsibility), 4(b) (Audit Right), 4(d) (Third-Party Services), 5(a) (End Users), 5(b) End User Compliance, 5(c) (Responsibility for End Users), 6 (Data, Security, and Privacy), 7 (Intellectual Property), 8(d) (Payment Disputes), 8(e) (Taxes), 9(b) (Vendor Service Suspension), 9(e) (Effects of Termination), 9(f) (Survival), 10 (Representations and Warranties, Disclaimer, Assumption of Risk), 11 (Limitation of Liability, Waiver of Jury Trial and Class Action, and Indemnity), 12 (Confidentiality), and 13 (Miscellaneous) of these Terms of Service, and all other terms and conditions so intended to survive or that must survive to fulfill their essential purpose, shall survive the termination of the applicable terminated Sales Order Form, the MSA, or these Terms and Conditions, as the case may be.

10. Representations and Warranties, Disclaimer, Assumption of Risk

(a) Our Representations and Warranties.

We represent and warrant that we are the owner of the Services and each component thereof, or the recipient of a valid license thereto, and that we have and will maintain the full power and authority to grant the rights for you to access and use the Services set forth in these Terms of Service without the further consent of any third party. Our representations and warranties in the preceding sentence do not apply to the use of the Services in combination with hardware or software not provided by us.

In case of a breach of the warranty above in this Section 10(a) (Our Representations and Warranties), we, at our own expense, shall promptly:

  • secure for you the right to continue using the Services;
  • replace or modify the Services to make it non-infringing; or
  • if such remedies are not commercially practical in our reasonable opinion, refund the Fees paid for the Services for every month remaining in the then-current Term following the date after which your access to the Services ceases as a result of such breach of warranty.

If we exercise any of our aforementioned rights pursuant to this Section 10(a) (Our Representations and Warranties), you shall promptly cease all use of the Services and all reproduction and use of the Documentation and delete, destroy, or return all copies of the Documentation in your possession or control.

This Section 10(a) (Our Representations and Warranties), in conjunction with your termination rights under the Agreement, constitute your sole remedy and our entire liability for breach of the warranty above in this Section 10(a) (Our Representations and Warranties).

(b) Your Representations and Warranties.

You represent and warrant that:

  • you have the full right, authority, necessary licenses, rights, consents, clearances, permissions, and have paid all monies necessary to enter into, execute, and perform your obligations under the Agreement, including granting the rights and licenses in these Terms of Service to us, and for us to exercise such rights and licenses without being liable to any third party;
  • you have accurately identified yourself and have not provided any inaccurate information about yourself to or through the Services;
  • you are and shall at all times during the Term be the owner of your Accounts (and, in the event that you cease to be the owner of any of your Accounts, you covenant to immediately inform us);
  • you have not, and will not, take any action or enter into any agreements that conflict or are inconsistent with the rights or benefits herein granted to us, or authorize any third party to take any such action or enter into any such agreements;
  • no element or part of Your Data (including our use of Your Data as permitted under the Agreement) directly or indirectly violates, infringes, or breaches any duty toward or rights of any third party (including Intellectual Property Rights and privacy rights);
  • Your Data (including our use of Your Data as permitted under the Agreement) is and will at all times during the Term be in compliance with the terms of the Agreement, including these Terms of Service, our Privacy Policy, the Service Policies, applicable Vendor Terms, and all applicable laws and regulations, including those regarding the collection, use, handling, processing, access, security, and disclosure of Your Data;
  • your use of the Services, Documentation, and Autocorp Property are in compliance with the terms of the Agreement and all applicable laws and regulations.

Each of the foregoing shall be a continuing representation, warranty, and covenant given by you throughout the Term and shall apply to you as at and after the Effective Date.

(c) DISCLAIMER.

WE MAKE NO REPRESENTATIONS OR WARRANTIES OTHER THAN THOSE EXPRESSLY STATED IN THESE TERMS OF SERVICE. WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED USE OF THE SERVICE.

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AUTOCORP MAKES NO WARRANTY:

  • THAT THE SERVICES OR THOSE OF ITS VENDORS, OR THIRD PARTY SERVICES, WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE;
  • THAT THE RESULTS OR INFORMATION OBTAINED FROM USE OF AUTOCORP'S OR ITS VENDOR'S SERVICES, OR THIRD PARTY SERVICES, WILL BE ACCURATE OR RELIABLE;
  • OUR SECURITY OBLIGATIONS HEREUNDER WILL PREVENT ANY MISUSE OR ABUSE OF THE PLATFORM, ANY FRAUD OR ANY OTHER ILLEGAL ACTIVITIES, OR ANY DATA SECURITY BREACHES.

WE WILL NOT BE RESPONSIBLE OR LIABLE FOR:

  • ANY CUSTOMER PROPERTIES, YOUR DATA, OR NON-AUTOCORP PRODUCTS AND SERVICES, INCLUDING THIRD PARTY SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES OR OTHER PROBLEMS CAUSED BY THESE ITEMS;
  • USE OF THE SERVICES NOT AUTHORIZED BY THE AGREEMENT, INCLUDING ANY MISUSE OR ABUSE OF THE PLATFORM, OR ANY FRAUD OR ANY OTHER ILLEGAL ACTIVITIES;
  • DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY YOU BASED UPON THE SERVICES.

YOU ACKNOWLEDGE AND AGREE THAT ALL PROJECTIONS, ESTIMATES, AND OTHER FUTURE-ORIENTED INFORMATION PROVIDED BY OR THROUGH AUTOCORP'S AND OUR VENDOR'S SERVICES ARE INHERENTLY UNCERTAIN AND ARE NOT GUARANTEED. ACTUAL RESULTS COULD DIFFER SUBSTANTIALLY DUE TO A VARIETY OF RISKS AND UNCERTAINTIES, AND WE ACCEPT NO RESPONSIBILITY OR LIABILITY THEREFOR.

(d) ASSUMPTION OF RISK.

YOU ACKNOWLEDGE THAT:

  • THE SERVICES ARE BEING PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS AND HAVE NOT BEEN WRITTEN TO MEET YOUR INDIVIDUAL REQUIREMENTS, AND THAT A FAILURE OF ANY PART OR THE WHOLE OF THE SERVICES OR ANY DOCUMENTATION TO BE SUITABLE FOR YOUR OR AN END USER'S INDIVIDUAL REQUIREMENTS WILL NOT GIVE RISE TO ANY RIGHT OR CLAIM AGAINST US;
  • THE SERVICES AND DOCUMENTATION IN GENERAL ARE NOT ERROR-FREE AND AGREE THAT THE EXISTENCE OF SUCH ERRORS WILL NOT CONSTITUTE A BREACH OF THESE TERMS OF SERVICE;
  • 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;
  • YOU MAY 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;
  • WE DO NOT WARRANT THAT THE SERVICES WILL BE COMPATIBLE WITH THE SPECIFIC HARDWARE, INCLUDING A PARTICULAR MOBILE DEVICE, OF YOURS OR AN END USER.

11. Limitation of Liability, Waiver of Jury Trial and Class Action, and Indemnity

(a) LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL AUTOCORP AND ITS AFFILIATES, AND THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, LICENSEES, SUB-DISTRIBUTORS AND ASSIGNS, AND THE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, SHAREHOLDERS, REPRESENTATIVES AND AGENTS OF EACH OF THE FOREGOING (COLLECTIVELY, THE "AUTOCORP PARTIES") BE LIABLE TO YOU FOR ANY LOSS OF USE, DATA, GOODWILL, REVENUES, OR PROFITS (WHETHER DEEMED TO CONSTITUTE A DIRECT LOSS), OR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR EXEMPLARY LOSS, DAMAGE, OR EXPENSE OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICES (INCLUDING ANY BETA SERVICES), ANY SERVICE PROVIDED BY A VENDOR (INCLUDING ANY CESSATION OF THE SERVICES DUE TO A VENDOR SERVICE SUSPENSION), ANY THIRD PARTY SERVICE, ANY AUTOCORP PROPERTY, OR THE AGREEMENT, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, OR THE NEGLIGENCE OF AUTOCORP OR ANY OTHER PARTY, EVEN IF FORESEEABLE OR EVEN IF ANY OF THE AUTOCORP PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.

THE AUTOCORP PARTIES ASSUME NO RESPONSIBILITY FOR:

  • YOUR DATA,
  • THE LOSS OF INFORMATION OR DATA RECORDS RELATED TO YOUR DATA,
  • THE ACTS OR OMISSIONS OF ANY END USERS,
  • THE DOWNTIME OF YOUR ACCOUNTS, THE PLATFORM, AUTOCORP'S COMPUTERS AND SYSTEMS, OR ANY OF THE SERVICES DELIVERED UNDER THE AGREEMENT, OR
  • ANY SERVICE BY A VENDOR OR ANY THIRD PARTY SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE AUTOCORP PARTIES' TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION, WHETHER DUE TO A BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, OR THE NEGLIGENCE OF AUTOCORP OR ANY OTHER PARTY, EXCEED THE TOTAL AMOUNT OF ONE THOUSAND CANADIAN DOLLARS (CAD $1,000.00).

ANY CLAIM THAT MAY BE MADE BY YOU AGAINST AN AUTOCORP PARTY MUST BE COMMENCED WITHIN ONE (1) YEAR FROM THE DATE THE CAUSE OF ACTION FIRST ACCRUED OR IT WILL BE DEEMED TIME-BARRED AND WAIVED.

YOU ACKNOWLEDGE AND AGREE THAT WE HAVE BASED OUR PRICING ON AND ENTERED INTO THE AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES AND DAMAGES IN THIS SECTION 11 (LIMITATION OF LIABILITY, WAIVER OF JURY TRIAL AND CLASS ACTION, AND INDEMNITY) AND THAT SUCH TERMS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

(b) WAIVER OF JURY TRIAL AND CLASS ACTION.

YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THE AGREEMENT. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE AUTOCORP PARTIES ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

(c) Your Indemnity.

You hereby agree to defend, indemnify, release, and hold harmless the Autocorp Parties from and against any and all causes of action, claims, costs, damages, demands, expenses, judgments, liabilities, and losses, including reasonable outside attorneys' fees and costs, arising out of, resulting from, or in relation to:

  • Your Data, including any claims arising out of or relating to any use by us of Your Data,
  • any breach by you or any End User of any representation, warranty, or any other provision of the Agreement or any Vendor Terms,
  • any act or omission, or negligent or willful misconduct, by you or any End User, or
  • any exercise by us of the rights granted under the Agreement, including these Terms of Service.

We reserve the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without our prior written consent.

To the extent you obtain insurance relating to the subject matters of the Agreement, you shall name us as an additional insured to be protected from claims that may arise out of or relate to your or any End User's actions or Your Data.

12. Confidentiality

(a) Definition.

"Confidential Information" means any and all confidential or proprietary information and data of one Party (and in the case of Autocorp, any Autocorp Party) (the "Disclosing Party") disclosed to the other Party in connection with the Agreement on, before, or after the Effective Date, including information, documents, and/or materials which are or have been identified as confidential or should be reasonably understood to be confidential.

Confidential Information of ours includes non-public information regarding features, functionality and performance of the Platform and the Services (including all user-visible aspects of the Services), the terms and conditions of the Agreement (including all pricing and related metrics), all Documentation, and Autocorp IP.

Confidential Information of yours includes non-public data provided by you to us to enable the provision of access to, and use of, the Services, as well as all Your Data, but explicitly excludes Vendor Information.

(b) Parties' Obligations.

The Party which receives the Confidential Information (the "Receiving Party") agrees that the Receiving Party shall:

  • keep any Confidential Information provided by the Disclosing Party pursuant to the Agreement confidential, using the same degree of care it uses to protect its own Confidential Information, which shall not be less than a reasonable degree of care;
  • not disclose any Confidential Information of the Disclosing Party in any manner whatsoever, in whole or in part, to any third party; provided that each Party may disclose Confidential Information to its accountants, auditors, employees, legal counsel, insurers and insurance brokers, and employees of partners, parent and subsidiary companies, provided that:
    • such persons have executed a written agreement substantially as protective of Confidential Information as this Section 12 (Confidentiality) prior to any such disclosure,
    • such persons need to know such Confidential Information in order for such Receiving Party to perform under the Agreement or to enforce its rights pursuant to the Agreement, and are only provided with such portion(s) of Confidential Information necessary for such purposes, and
    • such Receiving Party will be responsible to the Disclosing Party for any unauthorized disclosure of Confidential Information by any such persons;
  • not use any Confidential Information of the Disclosing Party, directly or indirectly, for any purpose at any time other than for the purpose of exercising its rights or performing its obligations under the Agreement.
(c) Exceptions.

This Section 12 (Confidentiality) shall not apply to any information to the extent such information:

  • is or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in breach of the Agreement;
  • was within the Receiving Party's possession prior to disclosure to it by or on behalf of the Disclosing Party as evidenced by contemporaneous documentation;
  • becomes available to the Receiving Party on a non-confidential basis from a source other than the Disclosing Party not under obligation to keep such information confidential;
  • is developed independently by the Receiving Party without use of or reference to the Confidential Information of the Disclosing Party;
  • is required to be disclosed to comply with law or the valid order of a court, government agency, or tribunal of competent jurisdiction, only to the extent required to be disclosed and provided that such Receiving Party shall:
    • provide the Disclosing Party with written notice as promptly as practicable (and, if possible, prior to making such disclosure) so that such Disclosing Party may seek a protective order or other appropriate remedy, and
    • cooperate (at Disclosing Party's expense for any out of pocket costs) with Disclosing Party's efforts to limit the disclosure of such Confidential Information, including by seeking the confidential treatment for such Confidential Information.
(d) Remedies for Breach.

The Receiving Party acknowledges that breach of its obligation of confidentiality may cause irreparable harm to the Disclosing Party for which the Disclosing Party may not be fully or adequately compensated by recovery of monetary damages.

Accordingly, in the event of any violation, or any material risk thereof, by the Receiving Party of its obligations under this Section 12 (Confidentiality), the Disclosing Party shall be entitled to seek injunctive relief from a court of competent jurisdiction in addition to any other remedy that may be available at law or in equity, without the necessity of posting bond or proving actual damages. You waive any opposition to such injunctive relief or any right to such proof, bond, or other security.

For clarity, this Section 12(d) (Remedies for Breach) does not limit either Party's right to injunctive relief for breaches not listed.

(e) Retention of Rights.
Nothing in the Agreement, including these Terms of Service, transfers any ownership rights of any Confidential Information or grants a license thereto. Each Party will retain all right, title, and interest in and to all its respective Confidential Information.

13. Miscellaneous

(a) Updates to these Terms of Service.

We reserve the right, in our sole and absolute discretion, to revise, update, change, modify, add to, supplement, or delete certain terms of these Terms of Service:

  • to reflect changes to the Services under these Terms of Service or how we conduct our business in relation to these Terms of Service (e.g., when we add new products or features or remove old ones),
  • for legal, regulatory, security, or best practice reasons, or
  • to prevent abuse or harm.

You are responsible for checking these Terms of Service periodically for such changes. Subject to the following sentence, our changes to these Terms of Service will be effective with or, as applicable, without prior notice to you, and will apply from the date of modification.

Notwithstanding the foregoing, if we materially change these Terms of Service, we will provide you with reasonable advance notice and the opportunity to review the changes, except:

  • when we launch a new product or feature, or
  • in urgent situations, such as preventing ongoing abuse or responding to legal requirements.

If you do not agree to such material changes of these Terms of Service, you must provide written notice of non-renewal of the MSA to us within thirty (30) days of our notice of the change, in which case such proposed changes to these Terms of Service shall not apply to the MSA for the remaining period of the then-current term, otherwise your continued use of the Services following thirty (30) days of our notice of the change shall constitute your complete and irrevocable acceptance of any and all such changes.

(b) Interpretation.
No provision of the Agreement will be construed against either Party by virtue of that Party having drafted and prepared the Agreement. All headings in the Agreement, including these Terms of Service, are inserted for reference only. The term "including" is not limiting and means "including without limitation." The singular includes the plural and vice-versa unless the context otherwise requires.
(c) Governing Law.
The 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.
(d) Severability.
If any provision of the Agreement shall be held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws and regulations, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws and regulations.
(e) Entire agreement.
The Agreement is the complete agreement between the Parties regarding the subject matter of the Agreement, including the Sales Order Form(s) and MSA, and supersedes all prior or contemporaneous communications, understandings or agreements (whether written or oral). No modification, amendment, or waiver of any provision of the Agreement shall be effective unless in writing and either signed or accepted electronically by the Party against whom the modification, amendment, or waiver is to be asserted.
(f) Conflict.
In the event of any conflict, ambiguity, or inconsistency between these Terms of Service and the rest of the Agreement, the order of precedence or priority shall be as follows (to the extent applicable to you):
  • the Sales Order Form,
  • any schedules attached to the MSA,
  • the MSA,
  • the Service Policies,
  • the Privacy Policy,
  • the Other URLs, and
  • these Terms of Service.
(g) Assignment.
You may not transfer or assign any rights or obligations you have under the Agreement without our prior written consent. We may transfer or assign the Agreement or any right or obligation under the Agreement at any time.
(h) Force Majeure.
Except for your payment obligations under the Agreement (if applicable to you), neither Party will be responsible for failure to perform its obligations due to an event or circumstances beyond its reasonable control, including 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.
(i) Independent Contractors.
The Parties are independent contractors. Nothing contained under the Agreement shall be deemed or construed to create between the Parties a partnership, joint venture or employment relationship. A Party shall not have the authority to act on behalf of the other Party, or to commit the other Party in any manner or cause whatsoever or to use the other Party's name in any way not specifically authorized by the Agreement. A Party shall not be liable for any act, omission, representation, obligation or debt of the other Party, even if informed of such act, omission, representation, obligation or debt.
(j) No Third Party Beneficiaries.
Unless required or set out under any Vendor Terms, nothing contained in the Agreement shall be deemed to create, or be construed as creating, any third party beneficiary right of action or other right of third parties.
(k) Our Affiliates.
Each affiliate of Autocorp shall be responsible only for its own obligations and liabilities arising under the Agreement. No affiliate of ours shall be liable for the obligations or liabilities of any other affiliate or entity unless explicitly agreed to in writing by such affiliate.
(l) No Waiver.
Neither Party shall be deemed to have waived any provision of the Agreement 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 of the Agreement on one occasion shall constitute a waiver of such provision on any other occasion.
(m) Equitable Relief.
You acknowledge that any failure by you or an End User to comply with your or their Agreement, including these Terms of Service or any Vendor Terms, may cause irreparable harm to us. Such non-compliance may result in damages that cannot be adequately remedied by monetary compensation alone. Therefore, in addition to any other remedies available at law or in equity, we shall be entitled to seek injunctive relief to prevent or mitigate any such irreparable harm caused by your or your End Users' non-compliance.
(n) Legal and Financial Advice.
Each Party hereby represents, warrants and acknowledges to the other Party that it has had the opportunity to seek and was not prevented nor discouraged by the other Party from seeking independent legal and financial advice prior to the execution and delivery of the Sales Order Form and/or MSA.
(o) Contact.
You may contact us regarding any questions related to these Terms of Service by emailing at legal@autocorp.ai.