Online Service Agreement

Last Updated:  July 14, 2020

These terms (“Terms”) cover the agreement between you and AutoManager, Inc. (“AutoManager”, “we”, “us”, “our”). These Terms apply to all AutoManager sites, services (including pre-release services) and software, including all updates, support, and content (collectively the “Services”). These Terms also cover your use of any additional AutoManager Services for which you sign up while these Terms are in force, unless other terms accompany those Services. If so, those terms apply. Services may have other posted notices or codes of conduct. All such notices and codes of conduct are incorporated by reference into these Terms.

You may only use the Services if you agree to these terms. If you do not agree, do not use the Services. These Terms limits our liability and disclaims warranties for the Services to the maximum extent permitted by law. Please read these sections of these Terms carefully.

1. When You May Use the Services

When your account is created, you may start using the service as soon as you have finished the setup process. Some parts of the service may not be available right away while we configure them for your use.

2. How You May Use the Services

By agreeing to these Terms, you are agreeing that, when using the Services, you will follow these rules: the files, photos, documents, audio, digital works, livestreams and videos that you upload, store, broadcast or share through the Services ("Your Content")

You represent and warrant that:

3. Your Service Account

The services you use may enable you to create accounts and passwords for Authorized Users associated with your account (“Authorized Users”). You are responsible for all activity under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees or a third party (including your contractors, agents or Authorized Users).

AutoManager is not responsible for unauthorized access to your account. You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Services. Authentication credentials for the Services may not be used by more than one individual. Authentication credentials may not be sold, transferred, or sublicensed to any other entity or person except as expressly permitted in these Terms. You must promptly notify our customer support team about any actual or possible misuse of your accounts or authentication credentials or any security incident related to the Services.

4. Associated Account Authorized Users

If you are an Authorized User of a service account, then the holder of the service account has full control over your Authorized User account. This control includes the right to end the service, close or alter your Authorized User account at any time, and in some cases, to request and receive computer and service use information related to your Authorized User account. Any data related to your Authorized User account is collected and delivered to the account holder and AutoManager.

5. How We May Change These Terms

We may make changes to these Terms at any time. Using the Services after the changes become effective means you agree to the new terms. If you don’t agree to the new terms, you must stop using the Services.

6. Charges and Billing

This section applies in all situations in which you pay AutoManager directly for a service. If you pay a company other than AutoManager for a service, then the charges and billing terms are as stated by that company. Even if you do not pay for the Services, you may still incur other charges incidental to using the Services; for example, charges for phone or Internet access, mobile text messaging, wireless service and other data transmissions.

This rule incorporates by reference the entirety of the AutoManager Terms of Sale and Refund Policy (located at https://www.automanager.com/legal/refund-policy.aspx. If you do not agree to and accept these policies, do not subscribe to this service.

8. Changes to the Services; Cancellation or Termination

9. Limits On Services

AutoManager may establish limits on the Services. For example, we may limit

If you exceed the published service limits, AutoManager reserves the right to cancel your service.

10. Your Content

Many of our Services allow you to upload and store or share files, photos, documents, audio, digital works, livestreams and videos (“Your Content”) or receive material from others. We don’t claim ownership of Your Content. Your Content remains Your Content and you are responsible for it.

When you share Your Content with other people, you understand that they may be able to, on a worldwide basis, use, save, record, reproduce, transmit, and display Your Content without compensating you. If you do not want others to have that ability, do not use the Services to share Your Content. You represent and warrant that for the duration of these Terms, you have (and will have) all the rights necessary for Your Content that is uploaded, stored or shared on or through the Services and that the collection, use, and retention of Your Content will not violate any law or rights of others. AutoManager cannot be held responsible for Your Content or the material others upload, store or share using the Services.

To the extent necessary to provide the Services to you and others, to protect you and the Services, and to improve AutoManager products and services, you grant to AutoManager a worldwide and royalty-free intellectual property license to use Your Content, for example, to make copies of, retain, transmit, reformat, display, and distribute via communication tools Your Content on the Services. If you publish Your Content in areas of the Services where it is available broadly online without restrictions, Your Content may appear in demonstrations or materials that promote the Service.

11. AutoManager Does Not Have Editorial Control

12. Advertising Rights

We reserve the right to promote our partners in our Services.

13. Privacy

Your privacy is important to us. Please read the AutoManager Privacy Policy as it describes the types of data we collect from you and your devices ("Data") and how we use your Data. By using the Services or agreeing to these Terms, you consent to AutoManager’s collection, use and disclosure of Your Content and Data as described in the Privacy Policy.

14. Use of Application User Data

During the process of using the Services, the information you provide to the Services may be used for statistical and/or aggregation purposes. Data used for statistical purposes will not identify you or your business as the source of information. Should AutoManager decide to create an aggregated portal site, the data you provide to the public through your web site may be used.

Under these Terms, you may order AutoManager Hosting Services (“Cloud Services”). If AutoManager hosts your Cloud Services, you authorize AutoManager, its affiliates, and their third party suppliers to access, process, store and use account data for purposes of migration, support, maintenance, enabling product features and otherwise improving use of the Cloud Services.

15. Software

16. Materials that AutoManager Licenses to You

17. Accessibility

The Services may include public facing websites with content management functions allowing you and Authorized Users to change website content. AutoManager cannot guarantee or ensure that the use of our Services is compliant with all accessibility laws and worldwide regulations. You are responsible for reviewing your website content and complying with local legislation applicable to your website visitors.

18. Service Availability

The Services, Third-Party Apps and services, or material or products offered through the Services may be unavailable from time to time, may be offered for a limited time, or may vary depending on your region or device. If you change the location associated with your business, Services available in your previous region may no longer be available, or you may need to re-acquire the material or applications that were available to you and paid for in your previous region.

We strive to keep the Services up and running; however, all online services suffer occasional disruptions and outages, and AutoManager is not liable for any disruption or loss you may suffer as a result. In the event of an outage, you may not be able to retrieve Your Content or Data that you’ve stored.

19. Using Third-Party Apps and Services

Our Services may allow you to access or acquire products, services, websites, links, content, material, or applications from third parties (companies or people who aren’t AutoManager) ("Third-Party Apps and Services"). Some of our Services also help you find Third-Party Apps and Services, and you understand that you are directing our Services to provide Third-Party Apps and Services to you. The Third-Party Apps and Services may also receive a feed or allow you to store Your Content or Data with the publisher, provider, or operator of the Third-Party Apps and Services. The Third-Party Apps and Services may present you with a privacy policy or require you to accept additional terms of use before you can install or use the Third-Party App or Service. You should review any additional terms and privacy policies before acquiring or using any Third-Party Apps and Services. Any additional terms do not modify any of these Terms. You are responsible for your dealings with third parties. AutoManager does not license any intellectual property to you as part of any Third-Party Apps and Services and is not responsible for information provided by third parties.

If you obtain anything from Third-Party Apps and Services, you understand that your relationship with respect to those things is with the operator of the Third-Party Apps and Services and not with AutoManager. You are solely responsible for your dealings with any third party, including

20. Services May Be a Pre-release Version

A particular service or feature may be a pre-release version. It may not work the way a final version of the feature or service will. We may change it for the final, commercial version. We may not release a commercial version. We also reserve the right to change a pre-release service at any time without advance notice to you.

21. Feedback and Suggestions

If you give feedback or suggestions ("Feedback") about the Services to AutoManager, you give to AutoManager, without charge, the right to use, share, and commercialize your Feedback in any way and for any purpose. You also give to third parties, without charge, any patent rights needed for their products, technologies, and services to use or interface with any specific parts of a AutoManager software or service that includes the Feedback. You will not give Feedback that is subject to a license that requires AutoManager to license its software or documentation to third parties because we include your feedback in them. These rights survive these Terms.

22. Our Notices to You

These Terms are in electronic form. We have promised to send you certain information in connection with the Services and we have the right to send you this information in electronic form. There may be other information about the Services that the law requires us to send to you. We may send this information to you in electronic form.

We may provide required information to you

Notices will be deemed given and received on the transmission date of the e-mail. As long as you can access and use the Services, you have the necessary software and hardware to receive these notices. If you do not consent to receive notices electronically, you must cancel the Services.

23. No Warranty

AUTOMANAGER, AND OUR AFFILIATES, RESELLERS, DISTRIBUTORS, AND VENDORS, MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE SERVICES. YOU UNDERSTAND THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND THAT WE PROVIDE THE SERVICES ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE." YOU BEAR THE ENTIRE RISK OF USING THE SERVICES.

AUTOMANAGER DOESN'T GUARANTEE THE ACCURACY OR TIMELINESS OF INFORMATION AVAILABLE FROM THE SERVICES. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DO NOT GUARANTEE THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON'T OCCUR, NOR DO WE GUARANTEE ANY CONNECTION TO OR TRANSMISSION FROM THE COMPUTER NETWORKS.

24. Liability Limitation

AUTOMANAGER AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER AUTOMANAGER NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICES; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 6, AUTOMANAGER AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAY AUTOMANAGER UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE MONTH BEFORE THE LIABILITY AROSE. THE LIMITATIONS IN THIS SECTION APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

25. Governing Law, and Venue for Disputes

These Terms shall be subject to and interpreted under the laws of the state of California applicable to agreements wholly to be performed therein as well as the Copyright law or other law or laws of the United States, where applicable.

Any dispute arising under these Terms shall be determined only by a court of competent jurisdiction only in the City of Los Angeles, State of California. Both parties expressly consent to personal jurisdiction in such state and in such court.

26. Agreement Interpretation

All parts of these Terms apply to the maximum extent permitted by law. A court may hold that we cannot enforce a part of these Terms as written. If this happens, then that part will be replaced with terms that most closely match the intent of the part that we cannot enforce. The rest of these Terms will not change.

These Terms, together with any codes of conduct and other notices we provide, is the entire agreement between AutoManager and you regarding the Services. It supersedes any other agreement or statements related to the Services.

If you have confidentiality obligations related to the Services, those obligations remain in force (for example, you may have been a tester for a pre-release version of a service).

The section titles in these Terms do not limit the other terms of this agreement.

27. Assignment

AutoManager may assign these Terms, in whole or part, at any time without notice to you. You may not assign these Terms, or any part, to any other party. Any attempt to do so is void. Instead, you may cancel your service. The other party may then establish a service account and enter into an agreement with us.

28. Force Majeure

AutoManager will not be liable for any loss or damage or be deemed to be in breach of these Terms due to any event or circumstance beyond its reasonable control, including: governmental emergency orders, judicial or governmental action, emergency regulations, sabotage, riots, vandalism, labor strikes or disputes, war, invasion, terrorist attacks, fires, earthquakes, electrical failure, major computer hardware or software failures, equipment delivery delays, acts of third parties, delays or interruptions in performance beyond its reasonable control, or acts of God.