This agreement contains the terms and conditions that govern your use of our Platform (as defined below) and other services.
By clicking “I agree” or similar button, which constitutes a legally binding electronic signature between you and Autologica, you agree to these Terms of Service. If you are entering into this agreement on behalf of a legal entity, you represent that you have the legal authority to bind that entity to these Terms of Service.
We are Autologica S.A., a private limited company established under the laws of the Republic of Argentina, with its principal place of business at Madres Plaza 25 de Mayo 3020 3rd Floor, Rosario, Santa Fe province, 2000, Argentina.
A reference to “Autologica”, “Supplier”, “we”, “us”, “our” or the “Company” is a reference to Autologica S.A.
“Platform” shall mean the cloud computing solution for providing our software applications, databases, data warehouses, OLAP cubes, websites, user interfaces, Data Interfaces, hardware, documentation, media, updates, new releases and other components provided therewith. Software applications currently available on the Platform includes Sky DMS, Tracker CRM, Appoint365, DealerTablet, ClientConnect, Autologica Business Intelligence, Awake, Quick Alerts, Automator, Dealer Web Manager, Newsletter Manager, Customer Portal. We may add and remove software applications from the Platform at any time. Non-Autologica applications, including those that interact with the Platform, are not part of the Platform.
“Resources” shall mean documentation and other material containing the analysis, design, methods, processes, specifications, database structure, ideas, information, computer code, visual user interfaces, “look and feel”, graphics, organization of materials, product plans, data, and all other similar elements of the Platform.
“Content” shall mean all information that takes the form of articles, documents, blog posts, marketing materials, user comments, etc. that is available through the Platform.
“Client” or “you” shall mean a natural person or legal person who has accepted these Terms.
“Account”. An Account is created on the Platform by a Client, and is the means for accessing and using the Platform, subject to payment of a Fee.
“User” shall mean a natural person granted authorization by Client to use the Account on behalf of that Client.
“Plan” shall mean a set of features for each product that is available on the Platform; i.e. each product has several Plans for you to choose from. Each Plan has a recurring monthly Fee. Autologica may add new Plans, and add or remove features from a Plan, at any time. Plans may also have one-time setup charges.
“Add-on” shall mean optional third-party products and services provided through the Platform. Some Add-ons can only be added to specific Plans. Add-ons may be activated by the Client on the Platform. Each Add-on has a periodic charge that will be added to the Fee. Add-ons may also have one-time setup charges.
“Fee” shall mean a periodic ongoing payment for using the active Account, based on the Plans chosen by the Client, and any additional products, services and Add-ons activated by the Client.
“Client Data” shall mean all data and digital files entered into or subjected to the Platform by the Client.
“Organization” shall mean the natural persons, legal persons and other entities with which Client interacts commercially.
“Website” shall mean www.autologica.com, www.autologica-platform.com, sub domains, domains with identical names under other top domains owned by Supplier, and/or domains with identical names under other country domains owned by Autologica.
“Data controller”. With regard to Client Data, and as described in Regulation (EU) 2016/679, the Client is the data controller.
“Data processor”. With regard to Client Data, and as described in Regulation (EU) 2016/679, Autologica is the data processor. Autologica may engage other processors as described herein.
3. Acceptance of Terms
Use of the Platform is subject to acceptance of these Terms.
By clicking “I agree” or similar button, which constitutes a legally binding electronic signature between you and Autologica, or if you request use of the Platform via an order form that references these Terms, you agree to these Terms.
If you are entering into this agreement on behalf of a legal person, you represent that you have the legal authority to bind that legal person to these Terms of Service.
If you are a natural person, you must be at least 18 years of age or have valid authorization from your legal representative.
Once accepted, these Terms remain effective until terminated as described herein.
4. Our responsibilities
4.1. Delivery of Platform. Autologica will: (a) make the Platform, Content and Client Data available to Client in accordance with these Terms; (b) provide technical support to Client as described in the “Technical Support” section of these Terms; (c) use commercially and technically reasonable efforts to make the Platform available 24 hours a day except for: (i) planned downtime, of which Supplier shall give advance electronic notice, and (ii) unavailability caused by circumstances beyond our reasonable control, including acts of God, acts of terror, acts of government, civil unrest, strikes or labor problems, Internet service provider failures and delays, hosting services provider failures and delays, hacking and denial of service attacks, etc.
4.2. Protection of Client Data. Autologica will maintain administrative, physical, and technical safeguards to protect the security, integrity and confidentiality of the Client Data, including but not limited to measures for preventing access, use, modification or disclosure of Client Data by Autologica personnel except (a) to provide the use of Platform, (b) to prevent and address technical problems, (c) as compelled by law, or (d) as permitted in writing by Client or User.
By agreeing to these Terms, the Client grants Autologica a general authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679 to engage processors for the purposes of providing the Platform. Autologica will inform Client of changes in such processors as stipulated in the “Modifications to Terms” section of these Terms.
5. Using the Platform
5.1 Creating an Account. The Platform can be accessed or used only by Clients who hold an Account. The natural person or legal person who wishes to create an Account must complete a form on the Website and accept these Terms by clicking “I Accept”, “Sign up” or similar button.
Client and its Users must provide true, accurate, current, and complete information about the Client, Users or Account and keep said information up to date.
A Client may have only one Account. If several persons need to use an Account on behalf of a Client, Client must designate them as Users; each User shall be subject to these Terms.
Users granted Authorization by Client will be deemed to be authorized to act on behalf of Client when using the Account. Autologica is not responsible for and shall have no liability for verifying the validity of a User’s Authorization. Autologica may, in its discretion, request additional information or proof of the User’s credentials. If Autologica is not certain if a User has Authorization, Autologica may, in its sole discretion, prevent such User from accessing the Platform.
A User may be associated with multiple Clients and Accounts. Deleting a User from one Account will not remove the User from the Platform if they are related to another Account.
5.2 Logging into an Account. We shall provide each Client with a username and password to log in to its Account. If Client has designated several Users, each User will be provided with a separate username/password; a username/password must not be used by multiple persons. Client and Users are responsible for keeping their passwords confidential. Client must promptly notify us of (a) any disclosure, loss or unauthorized use of any username/password; (b) a User’s departure from the Client, and (c) the termination of a User’s access rights.
5.3 Use of the Platform. Subject to these Terms and payment of the Fee, Autologica grants Client and its Users a non-exclusive, non-transferable, non-sub-licensable license to use the Platform to:
- Collect, store and organize Client Data. This includes adding new Organizations, generating reports based on Client Data, adding products to be offered for sale to Organizations, adding new Users and granting them Authorization;
- Modify and delete Client Data;
- Perform administrative tasks that may invoke or include Client Data, such as creating invoices and other commercial documents;
- Customize, within the Platform, some of the features of the Platform.
5.4 Technology Partners. Some products and services offered on the Platform may be based on technology provided by third party technology partners (“Technology Partners”). If Client activates any of these products or services, Client agrees to: (a) adhere to the correct use of user licenses as described in the Platform; (b) accept that their correct use as regards to user licenses may be audited by the Technology Partner; and (c) indemnify and hold harmless Autologica and its affiliates, as fully described in the “Indemnification” section herein, for any action that may be taken by the Technology Partner due to Client’s misuse of user licenses.
5.5 Technical Support. Autologica shall provide reasonable technical support to reasonable requests from Client, according to the support level included in the Client’s chosen Plans. Client shall make support enquiries through the support area of the Platform, by email to [email protected], or by other means that Supplier may indicate. Supplier shall respond to support enquiries through the Platform. Support shall only be provided to Clients who have accepted these Terms, have an Account, pay a Fee, and are not in arrears. We may provide additional or upgraded support alternatives, paid or free, as described in the Platform. Client is responsible for its own internal hardware, software, network and communications infrastructure. Autologica does not provide technical support related to the internal infrastructure of the Client.
5.6 Modifications to Platform. Autologica reserves the right to modify any part of the Platform without prior notice, including, without limitation:
- Discontinuing any component of the Platform, temporarily or permanently;
- Modifying the Platform with regard to application functionality, look and feel, branding, etc.
- Taking actions to preserve our rights upon any use of the Platform that may be reasonably interpreted as violation of our intellectual property rights;
- Taking actions to prevent or stop distribution of Internet viruses, malware and other harmful or malicious code, and to prevent or stop other destructive or illegal activities.
You may be notified of such modifications when logging in to the Account; such communication shall include the effective date of the modification. If you do not accept a modification, you may notify us and these Terms will be terminated immediately. Your continued use of the Platform after the effective date of a modification shall indicate your consent to the modification. Autologica shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the Platform, or any part or element thereof.
5.7 Data Interfaces. A “Data Interface” is a software component of the Platform that may perform some or all of these functions:
- Periodically receive data from a third party and insert it into the Platform, such data thus becoming Client Data. For example, a Data Interface may receive leads from a third-party source and insert them into the CRM component of the Platform;
- Periodically send Client Data, such as customer information, to a third party; and/or
- Allow a third party to access Client Data, for example by allowing an application owned by a third party to automatically synchronize Client Data with the Platform.
Data Interfaces must be activated by the Client, and may be deactivated by the Client at any time. Data Interfaces may have a one-time and/or ongoing fee.
Any exchange of data or Client Data between you and any third party is solely between you and that third party. We do not warrant or support third party products, services, or data providers whether or not they are designated by us as “certified” or similar.
If you receive data from a third party through a Data Interface, you warrant that you have entered into an agreement with that third party.
If you share Client Data with a third party, you warrant that you either own the Client Data or have the necessary rights and permissions to share the Client Data.
If you activate a Data Interface, you acknowledge that Supplier may allow third parties to access Client Data. Supplier shall not be responsible for any disclosure, modification or deletion of Client Data resulting from any such access by third parties.
As third party software and data sources are subject to various factors (such as but not limited to connectivity, infrastructure, data, data specifications, technology, business issues) over which we have no control, and due to the vital importance that Client Data and Data Interfaces may imply for your business, it is advisable that you designate a User to monitor and audit the correct performance of every Data Interface you use. It is Client’s responsibility to immediately inform us if you detect an error in a Data Interface, or if you receive notification from a third party related to a change in any aspect of a Data Interface. We shall make all reasonable efforts to fix any such situations reported by you, or detected by us, in a timely manner. We shall not be responsible for the correct performance of any Data Interface that interacts with a third party. Autologica may suspend or discontinue any Data Interface at any time without prior notice.
5.8 Integration with third party services. The Platform may contain features that interoperate with third party applications (e.g. Google Maps). To use such features, you may be required to obtain access to these third-party applications from their providers. If the provider of any such third party applications ceases to make their application interoperable with the Platform at reasonable technical or financial terms, we may cease to provide such integration without entitling you to any refund, credit, or compensation unless you are being charged for said integration in which case we shall reimburse you for the time period in which it was not available in the amount paid specifically for that time period.
5.9 On-premise installation. One or more components of the Platform may be installed on your servers by mutual consent of Client and Autologica, in which case these Terms shall remain in effect. In this case, if you use the Platform or any of its components from outside your own LAN (e.g. if you access over the Internet) it is your sole responsibility to secure your IT infrastructure (e.g. in order to prevent hacking).
5.10 Feature suggestions. You may, from time to time, suggest that Autologica incorporate certain features or modifications into the Platform or Content. Such suggestions shall not be binding. We may, in our sole discretion, undertake to incorporate such changes into the Platform in any manner we deem, including modifying the suggestion or merging it with other features or suggestions. Client and Autologica shall agree on the cost to Client of developing these suggestions. All features based on suggestions provided by Client or Users that are incorporated into the Platform shall be the sole property of Supplier as described in the “Intellectual property rights” section of these Terms.
5.11 Data for testing purposes. In the event that it is necessary, Client authorizes Autologica to use a copy of its Client Data database in order to improve the Platform, e.g. to perform testing in order to reproduce errors. In such case, Autologica shall maintain all data in strict confidentiality.
5.12 Unauthorized uses. You may not access the Platform if you are a competitor, or to monitor functionality or performance of the Platform, or for any other competitive purpose.
5.13 Usage limitations. The Platform may be subject to limitations regarding file storage capacity, database size, and other usage measurements. These are described in each Plan.
5.14 Termination of Account. You may terminate these Terms at any time as provided in the “Termination of these terms” section. Autologica shall permanently delete your Account within six months of the effective date of the termination.
6. Fees and payment
6.1 Fees and charges. The use of an Account is subject to a Fee. Upon signing up for an Account, you must select one or more Plans; each Plan has a periodic ongoing Fee. You may also choose to activate Add-ons at any moment; each Add-on has a periodic ongoing charge that will be added to the Fee.
Fees are charged in advance on a monthly or annual interval unless otherwise agreed by the parties. Fees are non-refundable, i.e. there are no refunds or credits for periods where you do not use an active Account, used it partially, or deactivated the Account or terminated these Terms during an ongoing payment period.
Plans and Add-ons may have an initial one-time charge; these are described on the Platform. One-time charges will be charged to you at the moment you activate the related item.
We also offer paid services (e.g. prioritized support, training, etc.). These services may have a one-off charge, an initial one-time setup charge, and/or a periodic ongoing charge; these are described on the Platform. Services may be requested by Client on the Platform. Ongoing charges will be added to your Fee. One-off and one-time charges will be charged to you at the moment you request or activate the related item.
A list of Plans, Add-ons, services, Fees, and charges is available on the Platform.
6.2 Taxes. All Fees and charges are exclusive of all taxes, levies, duties or similar government assessments including but not limited to VAT, sales tax, tax withholdings, etc. assessable by any jurisdiction (“Taxes”). Taxes shall be paid by Client.
6.3 Changing Plans. Client may upgrade or downgrade their current Plans at any time; this is done through the Platform. In these cases, Client shall be debited/credited the proportional change in Fee for the remaining time in the payment period, and the new Fee shall be applied in the next payment period. Downgrading a Plan may cause a loss of Platform features as well as the loss of Client Data.
6.4 Free trial. A new Client may be entitled to a free trial (“Free Trial”) in order to try the Platform for a limited period of time without paying a Fee. The applicable provisions of these Terms will govern the Free Trial. Upon expiration of the Free Trial period, Autologica shall deactivate the Account. To avoid deactivation or if you wish to reactivate the Account, you must choose a Plan and pay its Fee within two weeks of the expiry of the Free Trial, or we shall have the right to permanently delete the Account and its Client Data.
6.5 Payment by credit card. You authorize Autologica to charge your credit card or other payment instrument the amounts reflected in the Plans you choose. If you select a payment plan that requires multiple payments, you hereby authorize Autologica to charge you on a recurring basis according to the payment plan you select. If your payment method is declined for any reason at any time, you must promptly provide an alternative method of payment or your use of the Platform may be revoked. You agree to provide us with updated credit card information upon our request and when the current credit card information is no longer valid.
6.6 Electronic invoice. In the case of payment by means other than credit card, we will issue you an electronic invoice. You must pay the invoice by the due date indicated on it.
6.7 Late payment. Payments not received from you by the due date shall accrue interest from the due date until the date that payment is received by us, at the rate of:
- If you are in the EU: Bank of England’s base rate plus 4%, with a minimum of 4%;
- If you are in Argentina: The average active interest rate of the four main commercial banks of Argentina;
- If you are in any other country: 1% per month;
- If any of these rates is not allowed by law, the interest rate shall be the highest rate allowed by law in your country.
7. Client Data
7.1 Client’s responsibilities. Client shall be responsible for the accuracy, quality and legality of the Client Data and of the means by which Client and Users acquire Client Data.
7.2 Uploading Client Data to the Platform. If the Client uploads Client Data to the Platform, such Client Data and any processing of such Client Data must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Client Data belong to the Client or third persons (including Users, Organizations and persons) whether posted and/or uploaded by Client or made available on or through the Platform by Autologica, or if uploaded by Autologica upon request of Client (e.g. in the case of data importation). Client authorizes Autologica to process the Client Data. The Client is responsible for ensuring that:
- Client and Users associated with the Account do not create, transmit, display or make otherwise available any Client Data that violates the terms of these Terms, the rights of Autologica, other Clients or Users, persons or Organizations, or is harmful (e.g. Internet viruses, malware and other harmful or malicious code), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, defamatory, hateful or otherwise unlawful; and
- Client and all Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Platform and process it by means of the Account.
7.3 No guarantee of accuracy. Autologica does not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the Platform. You understand that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not Autologica, is entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through the Platform, as well as for any actions taken by Autologica or other Clients or Users as a result of such Client Data.
7.4 Unlawful Client Data. Autologica is not obliged to pre-screen, monitor or filter any Client Data or processing acts by the Client in order to discover any unlawful nature therein. However, if such unlawful Client Data or the action of its unlawful processing is discovered or brought to the attention of Autologica or if there is reason to believe that certain Client Data is unlawful, Autologica has the right to:
- Notify the Client of such unlawful Client Data;
- Deny its publication on the Platform, and/or its insertion to the Platform;
- Demand that the Client bring the unlawful Client Data into compliance with these Terms and applicable law;
- Temporarily or permanently remove the unlawful Client Data from the Platform or Account, restrict access to it, or delete it.
If Autologica is presented convincing evidence that the Client Data is not unlawful, Autologica may at its sole discretion restore such Client Data which was removed from the Platform or Account, or restore access that was restricted.
In addition, in the event Autologica believes in its sole discretion that Client Data violates applicable laws, rules or regulations or these Terms, Autologica may (but has no obligation to) remove such Client Data from the Platform at any time with or without notice.
Without limiting the generality of the preceding sentence, Autologica complies with the Digital Millennium Copyright Act, and will remove Client Data from the Platform upon receipt of a compliant takedown notice.
Autologica as the data processor will assist the Client as the data controller in meeting the Client’s obligations under Regulation (EU) 2016/679, providing subject access, and allowing data subjects to exercise their rights under Regulation (EU) 2016/679.
7.5 Compelled disclosure. Autologica may disclose a Client’s confidential information to the extent compelled by law to do so. In such instance, Autologica will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If Autologica is compelled by law to disclose Client’s confidential information as part of a civil proceeding to which Autologica is a party, and Client is not contesting the disclosure, Client will reimburse Autologica for its reasonable cost of compiling and providing secure access to that confidential information.
7.6 Data backup. It is Client’s sole responsibility to back up their data, including Client Data. We recommend you establish a formal data backup policy.
8. Data processing contract
For the purposes of Regulation (EU) 2016/679, these Terms constitute the data processing contract between the Client as the data controller and Autologica as the data processor. The Client hereby instructs Autologica to process the data as described in these Terms.
8.1 Subject matter and nature of processing. Autologica provides the Platform where the Client, as the data controller, can collect, store and organize the personal data of data subjects determined by the Client. The Platform includes software applications that have been designed to work as a dealer management system, CRM tool, business intelligence tool, appointment scheduling tool, and other functions, but to the extent not regulated by these Terms the Client decides how they use the Platform.
8.2 Duration. Autologica will process data on behalf of the Client in accordance with these Terms, until the termination of these Terms. Upon termination, Autologica will store the Client Data for six months unless instructed otherwise by the Client. If the Client reopens their Account before the end of the six months, they may resume use of the Platform with full access to the Client Data, including the possibility of exporting the Client Data. Autologica shall delete or return all Client Data to the data controller after the end of the provision of services relating to processing, and delete existing copies unless required by law to store said data. The composition and format of the Client Data that is returned to Client shall be determined by Autologica.
8.3 Parties’ rights and obligations. The Client’s rights and obligations regarding Client Data are provided in these Terms. Autologica ensures that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. Autologica takes all measures required pursuant to Article 32 of Regulation (EU) 2016/679. Autologica undertakes to make available to the data controller all information necessary to demonstrate compliance with their obligations and to allow for and contribute to audits, including inspections, conducted or mandated by the Client as the data controller.
9.1 Prohibited activities. Client and its Users may use the Platform only in the scope, with the means and for purposes as identified in these Terms and applicable law. For example, neither Client nor Users may:
- Use the Platform or any part thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
- Use the Platform to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
- Use the Platform to store or transmit Internet viruses, malware and other harmful or malicious code;
- Interfere with or disrupt the integrity or performance of the Platform;
- Attempt to gain unauthorized access to the Platform or to any of its related systems or networks;
- Copy, duplicate, distribute, modify, adapt, create derivative works, reverse engineer, disassemble, decompile or hack the Platform, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that Autologica is not permitted by that applicable law to exclude or limit the foregoing rights;
- Remove, obliterate, or block view of any copyright, trademark, confidentiality or other proprietary notice, mark, or legend appearing on any part of the Platform or output generated by the Platform;
- Use the Platform unless they have agreed to these Terms.
9.2 Uses that require Autologica’s consent. The Client or any User may not, without Autologica’s prior express written consent:
- Sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant access or make the Platform available in whole or in part to any third persons, unless such third person is a User of the same Client;
- Use the Platform for purposes other than those for which its functionality was created;
- Use the Platform by means of programs that send them automatic requests, unless such program has been made available by Autologica.
11. Intellectual Property Rights
11.1 The Platform, Resources, Autologica trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Autologica and in some cases by its hosting or technology partners. All new development, updates, upgrades and/or improvements to the Platform and Resources are the exclusive property of Autologica. Resources are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. All inventions, models, work, creations, information and documents that arise from the provision of Platform shall be the exclusive property of Autologica, and Client and its Users agree to irrevocably cede all rights they may retain over them.
Autologica retains all rights, title and interest in the Platform, Resources, Autologica trade names and trademarks, and any parts thereof. Client’s use of the Platform and Resources does not grant Client any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Resources is strictly prohibited unless Client has received express prior written permission from Autologica or the applicable rights holder. Autologica reserves all rights to the Platform, Resources and Autologica trade names and trademarks not expressly granted in the Terms.
11.2 Subject to these Terms and the payment of the applicable Fee, Autologica grants Client and its Users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Resources solely for personal non-commercial use if Client retains all copyright and proprietary notices. Client expressly acknowledges that it does not acquire any ownership rights by downloading any copyrighted material from or through the Platform. Client shall not copy, distribute or publish any Resources or any information obtained or derived therefrom except as permitted by Autologica or as otherwise permitted by applicable law.
11.3 Client Data.
- Autologica may use Client Data in an aggregated or anonymized format for research, educational and other similar purposes. Autologica may not otherwise use or display Client Data without Client’s written consent. Autologica respects Client’s right to exclusive ownership of its Client Data. Unless specifically permitted by Client, use of the Platform does not grant Autologica the license to use, reproduce, adapt, modify, publish or distribute the Client Data created by Client or stored in Client’s Account, for commercial purposes. Client expressly grants Autologica the right to use and analyze aggregate system activity data associated with use of the Platform by Client and its Users for the purpose of optimizing, improving or enhancing the way the Platform operates, and to create new functionality in connection with the Platform in the sole discretion of Autologica.
- Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the Platform. In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize Autologica to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your Client Data in a manner consistent with the intended features of the Platform and these Terms, and to grant the rights and license set forth in the preceding section; and (ii) Client Data, Autologica’s or any Autologica licensee’s use of such Client Data pursuant to these Terms, and Autologica’s or any Autologica licensee’s exercise of the license rights set forth in the preceding section, do not and will not: (a) infringe, violate, or misappropriate any third-party rights, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees or royalties by Autologica to any third party for the performance of any services Client has chosen to be performed by Autologica or for the exercise of any rights granted in these Terms, unless Client and Autologica otherwise agree.
11.4 Feedback. New features based on suggestions provided by Client or Users that are incorporated into the Platform shall be the sole property of Autologica. If Client or a User provides Autologica with comments, error reports, or similar regarding the Platform (“Feedback”), Supplier shall have the right to use such Feedback at its discretion. Client or User (as applicable) hereby grants Autologica a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, and use Feedback for any purpose.
12. Third-party sites, products and services
The Platform may include links to other websites or services solely as a convenience to Clients. Unless otherwise specifically and explicitly indicated, Autologica does not endorse any such linked sites or the information, material, products, or services contained on or accessible through them. Furthermore, Autologica makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through linked sites. Access and use of linked sites, including the information, material, products, and services on linked sites or available through linked sites, is solely at Client’s risk. If Client uses any content provided by third parties and not developed or maintained by Autologica, Client acknowledges and agrees that Autologica is not in any way responsible for the performance or damages caused by such content, code or library.
13. Disclaimers; no warranty
Unless otherwise expressly stated by Autologica, the Platform, Resources, and any content, services, or features made available in conjunction with or through the Platform are provided “as is” and “as available” without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Autologica and its affiliates disclaim all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchant ability, fitness for a particular purpose, non-infringement of proprietary rights, correctness, accuracy, and reliability.
Unless otherwise expressly stated by Autologica, Autologica and its affiliates do not warrant that the Platform and any content, Client Data, services, or features made available in conjunction with or through the Platform will be uninterrupted or error-free, that defects will be corrected, or that the Platform and any content, Client Data, services, or features made available in conjunction with or through the Platform or the server that makes them available are free of Internet viruses, malware and other harmful or malicious code.
Unless otherwise expressly stated by Autologica, Autologica and its affiliates do not warrant or make any representations regarding the use or the results of the use of the Platform, Resources or any linked sites, in terms of correctness, reliability, or otherwise.
The laws of certain countries and states do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to Client, some or all of the above disclaimers, exclusions, or limitations may not apply, and Client may have additional rights.
Client agrees to defend, indemnify and hold harmless Autologica and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of Client’s use or misuse of the Platform, Resources, representations made to Autologica, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Autologica reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Autologica, and you agree to cooperate with such defense of these claims.
15. Limitation of liability
15.1 No Liability: Autologica shall not be liable to the Client or User for any consequences resulting from:
- Any modifications in these Terms, Fees, the Platform, Resources, or any part or element thereof (including but not limited to the Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Platform or the Resources;
- Deletion of, corruption of, or failure to store any Client Data;
- Use of Client Data by the Client or any of the Users associated with the Account;
- Upgrading or downgrading the Client’s current Plans;
- Any disclosure, loss or unauthorized use of the login credentials of Client or any User due to Client’s failure to keep them confidential;
- Client’s use of the Account or the Platform by means of browsers other than those supported by Autologica;
- The application of any remedies against the Client or authorized Users by Autologica, for example if the Client or User has committed a crime or conducted a breach of applicable law by using the Platform or any part thereof;
- The differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of the Platform are designed for use on a personal computer and do not function on a mobile device;
- Autologica’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.
In addition, Autologica and its affiliates shall not be liable to Client for any claim by any User, person, Organization or third persons against the Client arising out of the Client’s failure to:
- Provide Autologica with accurate information about the Client, Users or Account;
- Notify Autologica of any reasons due to which a User does not have the right to use the Account on behalf of the Client;
- Provide any products which it has agreed to provide to such a person or Organization (whether such failure arises as a result of Autologica’s negligence, breach of these Terms, or otherwise);
- Ensure the lawfulness of the Client Data;
- Obtain the necessary rights to use the Client Data; or
- Abide by any of the restrictions described in these Terms.
15.2 Limitation of liability. In no event shall the aggregate liability of Autologica and its affiliates arising out of or related to these terms exceed the total amount paid by Client hereunder for the products or parts of the Platform giving rise to the liability in the six months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability, but will not limit Client’s payment obligations described in the “Payment” section herein.
15.3 Exclusion of consequential and related damages. In no event will either party or its affiliates have any liability arising out of or related to these terms for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a party or its affiliates have been advised of the possibility of such damages or if a party’s or its affiliates’ remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law.
16. Modifications to Terms
Autologica reserves the right, at its sole discretion, to modify these Terms, and to add or remove portions of the Terms, at any time by posting such changes on or through the Platform or at www.autologica.com/terms.
Please check these Terms periodically for changes. Your continued use of the Platform after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (a) your continued use of the Platform; or (b) 30 days from posting of such modified Terms on or through the Platform or at www.autologica.com/terms. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Autologica will be governed by the Terms in effect at the time such dispute arose.
17. Termination of Terms
17.1 For convenience. These Terms may be terminated for convenience upon written notice to the other party as indicated in the “Notices” section:
- By Client any time by clicking the account cancellation link on the Platform;
- By Autologica upon decision to discontinue providing any part of the Platform, or to close the Platform; or
- Immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency, or a negotiated settlement with the other party’s creditors is concluded, or an assignment is made on behalf of the other party for the benefit of creditors.
17.2 For default. These Terms may be terminated for default upon written notice to the other party as indicated in the “Notices” section:
- By either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party; or
- Immediately by either party if the other party breaches its obligations, as applicable under the “Intellectual Property Rights” or “Indemnification” sections of these Terms.
17.3 Effect of termination. Upon termination of these Terms:
- Autologica shall deactivate and permanently delete the Account within six months of the effective date of termination of these Terms. If the Client has specifically requested for an earlier deletion of the Account, Supplier shall fulfill such request within 1 month of its receipt;
- Client must stop using the Platform; pay any amounts owed to Autologica under these Terms; and discharge any liability incurred by the Client under these Terms prior to their termination;
- Client may request that Autologica provide a set of their data; Autologica shall provide
- The following provisions shall survive the termination of these Terms: Definitions, Compelled Disclosure, Restrictions, Privacy, Intellectual Property Rights, Disclaimers, Indemnification, Limitation of Liability, General Provisions.
17.4 Remedies. If Autologica terminates these Terms as a result of an uncured breach by a Client or User, Autologica may also apply any other remedies available to it under applicable law. Upon application of any remedies, the Client or User may lose access to the Platform, or suffer a loss of certain features, functions, or parts of the Platform. If Autologica has reasonable grounds to believe that the Client’s or User’s use of the Platform may harm any third persons, Autologica has the right to take adequate measures to prevent, stop and eliminate the harm, where possible, in order to protect those third persons.
18. Governing law
This Agreement shall be governed by the laws of Argentina. In the event of any dispute arising out of these Terms, their validity, interpretation, reach, compliance, execution or termination, as well as the resulting remedies, the parties shall attempt to solve the matter amicably in mutual negotiations.
In the event a mutually acceptable resolution cannot be reached within a reasonable time, the dispute shall be resolved by the Tribunal de Arbitraje General de la Bolsa de Comercio de Rosario, in accordance with that entity’s current rules and procedures for arbitration, which the parties acknowledge awareness of and accept, and which are considered an integral part of this Agreement.
The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not be applied to these Terms.
The parties agree to bring any dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, we each agree that disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions.
If any part of this provision is ruled to be unenforceable, then the balance of this provision shall remain in full effect and construed and enforced as if the portion ruled unenforceable were not contained herein.
Use of the Platform is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section.
Notwithstanding the foregoing, Client and Autologica agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party’s right to (i) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (ii) seek injunctive relief in a court of law, or (iii) to file suit in a court of law to address intellectual property infringement claims.
19. General provisions
19.1 Relationship between parties. The parties act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between Client and Autologica, and Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.
19.2 Severability. If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
19.3 Entirety. These Terms are the entire agreement between Client and Autologica regarding Client’s use of the Platform; they supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
19.4 Transfer of Terms. Client may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Autologica’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Notwithstanding the foregoing, the Client, or its permitted successive assignees or transferees, may assign or transfer these Terms or delegate any rights or obligations hereunder without consent: (1) to any entity controlled by, or under common control with the Client, or its permitted successive assignees or transferees; or (2) in connection with a merger, reorganization, transfer, sale of assets or product lines, or change of control or ownership of the Client, or its permitted successive assignees or transferees.
19.5 No waiver. Failure of either party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.
19.6 Notices. Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and deemed effective: (a) in the case of legal notices such as notices of indemnifiable claims, ten days after being sent by overnight courier charges prepaid, with a confirming fax; (b) in all other cases, the day the pertinent email is sent.
19.7 Language. The original language of these Terms is English. Autologica may publish translations; in cases of conflict between a translation and the English version, the latter shall be valid.