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