Online Service Agreement

These terms (“Terms”) cover the agreement between you and AutoManager, LLC. (“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

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”)

• Comply with any codes of conduct or other notices we provide.
• Comply with the Terms of Use of partner services and affiliates which you connect to or interact with through AutoManager.
• Keep your password secret.
• Promptly notify us if you learn of a security breach related to the Services.
• Don’t use the Services in any way that harms AutoManager or its affiliates, resellers, distributors and/or vendors, or any customer of an AutoManager party.
• Don’t damage, disable, overburden, or impair the Services (or the networks connected to the Services) or interfere with anyone’s use and enjoyment of the Services.
• Don’t resell or redistribute Services, or any part of the Services.
• Don’t use any portion of the Services as a destination linked from any unsolicited bulk messages or unsolicited commercial messages (“spam”).
• Don’t publish or make use of any of the Services on any website, media, network or system other than those provided by AutoManager, and/or frame, “deep link”, “page scrape”, mirror and/or create a browser or border environment around any of the Services or service content, except as expressly permitted by AutoManager, in advance and in writing.
• Don’t do anything illegal.
• Don’t engage in any activity that exploits, harms, or threatens to harm children.
• Don’t send spam. Spam is unwanted or unsolicited bulk email, postings, contact requests, SMS (text messages), or instant messages.
• Don’t publicly display or use the Services to share inappropriate Content or material (involving, for example, nudity, bestiality, pornography, graphic violence, or criminal activity; or any content that may be deemed as defamatory, libelous, obscene, harassing, threatening, incendiary, abusive, racist, offensive, deceptive or fraudulent).
• Don’t engage in activity that is false or misleading (e.g., false and/or misleading advertising, phishing, asking for money under false pretenses, impersonating someone else, manipulating the Services to increase play count, or affect rankings, ratings, or comments).
• Don’t circumvent any restrictions on access to or availability of the Services.
• Don’t engage in activity that is harmful to you, the Services, or others (e.g., transmitting viruses, stalking, communicating hate speech, or advocating violence against others).
• Don’t infringe upon the rights of others (e.g., unauthorized sharing of copyrighted music or other copyrighted material, resale or other distribution of video or photographs).
• Don’t engage in activity that violates the privacy of others.
• Don’t help others break these rules.

You represent and warrant that:

• the products and services you advertise, sell, and distribute are legal for sale and distribution and do not violate these Terms,
• you have all licenses necessary to sell, distribute, and advertise the goods and services you offer,
• all sales and advertisements will comply with applicable law, and
• keep your password secret, and
• you will comply with all applicable laws and regulations (including without limitation all privacy laws and regulations that relate to your collection, use, sharing, disclosure, sale or transfer of information from consumers, customers or third parties).

You are responsible for your use of the Services. Specifically, and without limiting the generality of the foregoing, you are responsible for your compliance with all laws applicable to your business, including but not limited to Gramm-Leach Bliley Act, Consumer Financial Protection Board regulations (including Regulation Z Truth in Lending), Federal Trade Commission regulations and guidelines, and laws related to data privacy, data protection (including the California Consumer Privacy Act), communications, Telephone Consumer Protection Act with respect to calling or text messaging any consumer, SPAM laws (including CAN-SPAM, CASL or others as they relate to emailing consumers), or the transmission, recording, or storage of technical data, personal data, financial information, or sensitive information. By using the Services, you understand and agree that it is your responsibility (a) to confirm the correctness of any information you present to your customers, governmental agencies, and any other third party; (b) to confirm that you are in compliance with all applicable laws and regulations in your dealings with your customers, governmental agencies, and any other third party; (c) to secure any information you collect from consumers and implement reasonable security policies and procedures designed to, at a minimum, meet applicable law. You further agree that you are solely responsible for your compliance with Payment Card Industry Data Security Standard (“PCI-DSS”) or other payment card obligations. To the extent that we provide you any example policies, notices, or forms (including a sample privacy notices or legal forms) or any support related thereto, you acknowledge that we are not providing you with legal, accounting, or any other advice, and that you must consult with your own legal counsel, accountants, or other advisors to ensure your compliance with all applicable laws.

3. Your Service Account

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

• Payment. When you sign up for the service, you will provide a payment method. You confirm that you are authorized to use the payment method. You authorize us to charge you for the service using your payment method and for any paid feature of the service for which you choose to sign up or use while these Terms is in force.
• Charges. You will pay service charges in advance. We may charge you at one time for more than one of your prior billing periods.
• Renewal. If you authorize us to automatically renew your subscription before its expiration date, we will use the payment method you authorized to process your payment prior to the expiration of your existing subscription. If you are on a monthly subscription, you must provide written notice at least one month before the end of your subscription to cancel your service.
• Updates to your Billing Account. You must keep all information in your billing account accurate and current, including your billing address and any expiration date for your payment method. You may change your payment method at any time. If you tell us to stop using your payment method and do not provide an alternative payment method, we will cancel your service. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request.
• Trial Period Offers. You may receive a limited time of free service or some other trial period offer. When your trial period expires, your account may be closed or downgraded to a feature-limited free version, with no obligation. If your account is closed or downgraded, some of your data may not be available to you and AutoManager may delete that data permanently from our servers.
• Prices and Price Increases.
• If there is a specific time length and price for your service offer, then that price will remain in force for that time. When the offer period ends, we may charge you a new price for that service.
• We may change the price of the Services without prior notice.
• Service Conversion. You may be able to switch service types within our Services. If you do, you authorize us to charge your payment method for any new service charges. If you switch to a service for which we do not charge a subscription fee or for which we charge a lower fee, we may, but are not required to, refund the unused portion of the service charge for the subscription fee service you previously used or the difference in the amount of the service fees.
• Refunds. All charges are non-refundable unless expressly stated otherwise, or otherwise provided by law. The costs of any returns will be at your expense, unless otherwise provided by law.
• Payments to You. To receive a payment, you must promptly provide us with all information we need to make the payment (for example, bank account information for receiving the payment). You must provide us with the information we request before your right to receive payment accrues. You are responsible for the accuracy of the information you provide and any taxes you may incur as a result of receiving a payment. If you receive a payment that was not due to you, we may reverse or seek return of the payment, and you agree to cooperate with us.
• Billing Statement; Errors. If we make an error on your bill, we will correct it promptly after you tell us and we investigate the charge. You must tell us within 120 days after an error first appears on your bill. If you do not tell us within this time, we will not be required to correct the error. You release us from all liability and claims of loss resulting from any error that you do not report to us within 120 days after the error first appears on your statement. If you do not tell us within this time, we will not be required to correct the error.
• Late Payments. Except to the extent prohibited by law, we may assess a late charge if you do not pay on time regardless of any disputes you may have raised about your bill. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1% of the unpaid amount each month or the maximum rate that is permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts. These costs may include reasonable attorneys’ fees and other legal fees and costs. We may suspend or cancel your service if you do not pay in full and on time.

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

8. Changes to the Services; Cancellation or Termination

• By AutoManager. We may change the Services at any time and for any reason without notice. We may cancel or suspend your service or a portion of your service at any time and for any reason without notice, including if you violate these Terms. If we do, your right to use the Services will stop right away. Cancellation of the Services will not change your obligation to pay any charges due on your billing account. If we cancel the Services without cause, we will refund the unused portion of your service charge for that period on a pro rata basis.
• By You. If you are on a monthly subscription, you must provide written notice at least one month before the end of your subscription to cancel your service. Otherwise, you may cancel your service at any time for any reason. Cancelling your subscription service before the end of its term does not entitle you to a refund in whole or in part for the remainder of your term. Certain Services may require cancellation charges, and you will pay all cancellation charges as specified in the materials describing the offer. Cancellation of the Services by you will not alter your obligation to pay all charges made to your billing account.
• Data. Upon termination or cancellation of the Services by you or us for any reason, AutoManager may delete your data permanently from our servers. You are responsible for taking the necessary steps to back up your data and ensuring that you maintain your primary means of business.
• Waiver of rights and obligations. To the extent necessary to implement the termination of these Terms, each party waives any right and obligation under any applicable law or regulation to request or obtain intervention of the courts to terminate these Terms.

9. Limits On Services

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

• the number of days the Services will retain messages, photos and other content that AutoManager, you or other users may upload or provide,
• the number and size of messages that you may send or receive through the Services,
• the maximum storage space on AutoManager’s servers available to you,
• the amount of bandwidth available for traffic to a website that we host for you,
• the number of users on your account or any Authorized Users,
• the number of service accounts to which you may subscribe with one credit card,
• how long we retain an inactive service account, which we define as one where you do not sign in to the service for an extended period of time, and
• the number of transactions you can conduct through the Services.

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

• Content. AutoManager, you, your associated account Authorized Users and third parties may be able to post or store materials, including data, documents, information, advertisements, communications, messages and links to third party websites (“content”) on the Services. The Services includes publicly accessible areas, such as a public website that AutoManager hosts for you, or other public area that allows you to communicate with others (“Public Areas of the Services”).
• Intellectual property rights. AutoManager does not sanction or approve the unauthorized use of content protected by copyright and other intellectual property rights. You understand that sharing content that violates others’ copyrights and intellectual property rights violates these Terms. You represent and warrant that the use and publication of the content by you and others does not violate the intellectual property rights of any third party. You understand that AutoManager may remove content at any time without notice when the content violates these Terms or an applicable code of conduct, or when we have a good faith reason to believe it is necessary to do so.
• Posting content. You understand that AutoManager does not control or endorse the content that you and others post or provide on the Services. AutoManager doesn’t claim ownership of content that you and others post or provide. By posting or providing content you grant to AutoManager and the public (for content posted on Public Areas of the Services), or those members of the public to which you have granted access (for content posted on Private Areas of the Services), free, unlimited worldwide and perpetual permission to
• use, modify, copy, distribute, and display the content in connection with the Services, and
• publish your name with the content.

You also give the public, or those members of the public to which you have granted access, permission to grant these rights to others. You represent and warrant that you have all the rights necessary for you to grant the rights in this section and that the use and publication of the content does not breach any law. AutoManager will not pay you for content you post on Public Areas of the Services. This section only applies to legally permissible content and only to the extent that use and publishing of the legally permissible content does not breach the law.

• Private areas of the Services. You understand that certain technical processing of content posted on private areas of the Services may be required to
• store and retrieve the content,
• conform to connecting networks’ technical requirements, or
• conform to the limitations of the Services.
• Links to third-party websites. The Services may contain links to third-party websites. These third-party websites are not under AutoManager’s control. If AutoManager has included these links in the Services, we provide them to you as a convenience only. The inclusion of these links is not an endorsement by AutoManager of any third-party Web site, service or product. AutoManager reserves the right to disable links to any third-party website that you or other customers post on the service.

12. Advertising Rights

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

13. Privacy

• Performance and usage data. In order to provide you the Services, we may collect certain information about service performance, your computer and your service use. We may automatically upload this information from your computer. This data will not personally identify you.
• Filtering technology. We may use technology or other means to protect the Services, protect our customers, or stop you from breaching these Terms. Examples include filtering to stop spam and viruses or increase security. These means may hinder your use of the Services.
• Your privacy practices. In using the Services, you may be able to collect personal information about third parties through your dealings with such third parties. If you do, you agree to (a) post a privacy policy on your Web site that, at a minimum, discloses any and all uses of personal information that you collect from such third parties, (b) provide a hypertext link to your privacy policy on the home page of your website and on all pages where you collect personal information from third parties, including on check out pages, and (c) use personal information only as expressly permitted by your privacy policy.
• Collection and Use of Information. You acknowledge that we may collect, obtain, use, share, disclose and analyze data and information that is provided by you or your customers in the course of your use of the Services for our own internal business purposes, for any noticed purposes, and in any other manner permitted by law. If you provide or share information or data with us, you are responsible for ensuring that you have received all necessary consents and that sharing such information complies with applicable law (including any requirements regarding consumer opt-outs). Solely if and to the extent applicable, each of us agree to comply with the requirements of applicable privacy laws, including any applicable provisions of the CCPA and related regulations, including the following obligations: (i) implement reasonable security procedures, (ii) honor any consumer opt-out requests that either party receives or is forwarded, (iii) take action to stop and remediate any unauthorized use of personal information obtained hereunder, and (iv) provide the other party notice if it reasonably believes it cannot meet such obligations. You will (x) provide notice of such information being collected, used, disclosed, and otherwise processed as contemplated hereunder in compliance with all applicable privacy laws, including without limitation the CCPA and related regulations, and (y) obtain all necessary rights and consents, and offer, effect, and honor all required choices, for such collection, use, disclosure, and other processing in compliance with such applicable privacy laws.

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

• Use. If you receive software from us as part of the Services, your use of that software is under the terms of the license that is presented to you for acceptance for that software. If there is no license presented to you, then we (or, based on where you live, one of our affiliates) grant you the right to use the software only for the use of the Services authorized under these Terms and only on that number of computers stated in your service offer. We (or, based on where you live, one of our affiliates) reserve all other rights to the software. Unless we notify you otherwise, your right to use the software ends when your right to use the Services terminates or expires, and you must promptly uninstall the software. Your license is non-exclusive and non-transferable, and we may disable the software after the date the Service ends.
• Update. We may automatically check and update your version of the software. We may automatically download upgrades to the software to your computer to update, enhance and further develop the Services.
• Scope of License. Copyright and other intellectual property laws and treaties protect the software. The software is licensed, not sold. These non-exclusive, non-transferable Terms only give you some rights to use the software. AutoManager reserves all other rights. You will not disassemble, decompile, or reverse engineer any software included in the service, except and only to the extent that the law expressly permits this activity.
• Export Laws. The software is subject to United States export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the software. These laws include restrictions on destinations, end users, and end use.

16. Materials that AutoManager Licenses to You

• Media Elements and Templates. You may have access to media images, clip art, animations, sounds, music, shapes, video clips, templates and other forms of downloadable content (“media elements”) associated with the Services. If so, you may copy and use the media elements, and license, display and distribute them, along with your modifications as part of your software products, including your websites, but you may not (i) sell, license or distribute copies of the media elements by themselves or as part of any collection, or product if the primary value of the product is in the media elements; (ii) grant customers of your product any rights to license or distribute the media elements; (iii) license or distribute any of the media elements that include representations of identifiable individuals, governments, logos, initials, emblems, trademarks, or entities for any commercial purposes or to express or imply any endorsement or association with any product, entity, or activity; or (iv) create obscene or scandalous works, as defined by law at the time the work is created, using the media elements.
• Documents. You may have access to information on the Services such as white papers, knowledge-base articles, datasheets and FAQs (“documents”). You may use the documents only for informational purposes. You may not copy, distribute, modify or make derivative works of the documents. Educational institutions that are officially accredited under local law may download and copy the documents for distribution only in the classroom.
• Limitations. The license grant to use media elements, templates, and documents provided with the Services does not include a license to the design or layout of the Services or any AutoManager owned, operated, licensed, or controlled website. You should not copy or retransmit any logo, graphic, sound, or image from the Services, unless AutoManager expressly permits it. AutoManager and its suppliers do not warrant or guarantee that the media elements, templates, and documents are accurate and suitable for your purposes. Their inclusion with the Services is not an endorsement of them by AutoManager. Nothing available from the Services is intended to be professional advice, including but not limited to, investment, tax, or legal advice.

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

• delivery of and payment for goods and services,
• processing and verifying orders, payments and other transactions,
• customer support related to orders or transactions (e.g., lost orders, billing disputes, payments, etc.),
• determining, collecting and remitting to the appropriate authority all taxes (if any) arising from or related to such orders or transactions, and
• the purchase and use by you and your associated account Authorized Users of any third party products and services.

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

• by e-mail at the e-mail address you specified when you signed up for the service, or
• on your home page when we first send you an e-mail notice alerting you to the notice on your home page.

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.

29. Indemnification

You agree to indemnify, defend, and hold harmless AutoManager, its affiliates, and their respective owners, officers, directors, managers, employees, agents, representatives, successors and assigns from and against any and all claims, damages, losses, liabilities, judgments, penalties, costs, and expenses (including without limitation reasonable attorneys’ and legal fees) to the extent arising from or relating to (i) your breach of these Terms or any unauthorized or improper use of the Services, (ii) your violation of any applicable law, rules or regulations, including without limitation, any privacy laws and regulations, and/or (iii) your negligence, willful misconduct or fraud. As used in this Section 29, “you” shall also include any of your Authorized Users.