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End User License Agreement

v1.3

The following terms (collectively, the “Agreement”) govern your use of the Autom Mate solution(s) that you have subscribed to/licensed (the “Solution”) from Autom Mate Corporation whose principal place of business is at 300
Delaware Ave. Suite 210 #391 Wilmington, Delaware 19801, USA (below referred to as “Autom Mate”).

BY SUBSCRIBING TO THE SOLUTION DIRECTLY WITH AUTOM MATE OR THROUGH YOUR CHOSEN RESELLER, OR PURCHASING A LICENSE TO USE THE SOLUTION AND/OR UNDERLYING SOFTWARE, YOU CONSENT TO BE LEGALLY BOUND BY THESE TERMS FOR EACH SOLUTION THAT YOU SUBSCRIBE. IF YOU ARE PURCHASING THROUGH A RESELLER, YOU CONFIRM THAT YOU HAVE GIVEN AUTHORITY TO THE RESELLER TO AGREE THE TERMS OF THIS AGREEMENT ON YOUR BEHALF AS PART OF THE INITIAL SETUP OF YOUR ACCOUNT AND YOU WILL NOT CHALLENGE OR DENY THAT THE RESELLER WAS SO AUTHORIZED.

IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU WARRANT AND REPRESENT THAT YOU (OR YOUR CHOSEN RESELLER) HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” OR THE “CUSTOMER” SHALL REFER TO SUCH ENTITY, IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT USE THE SOLUTION. YOUR ATTENTION IS DRAWN TO SECTION 11 WHICH CONTAINS IMPORTANT LIMITATIONS AND EXCLUSIONS OF LIABILITY.

1. LICENSE TO USE THE SERVICE

1.1. Saas Subscription License: If you are subscribing to our cloud based software as a service Solution, subject to compliance with the terms of this Agreement and payment of the relevant fees for use of the Solution, Autom Mate grants you a limited, non-exclusive, non-transferable, non-sub-licensable and revocable right  to access and use the Solution solely in accordance with the terms and conditions of this Agreement and solely for the duration of your subscription to the Solution (“Cloud Subscription Term”).

1.2. On Premise Subscription License: If you are subscribing to our on-premise Solution, subject to compliance with the terms of this Agreement and payment of the relevant fees for use of the Solution, Autom Mate grants you a limited, non-exclusive, non-transferable, non-sub-licensable and revocable right  to install the Solution on your internal systems and access and use the Solution solely in accordance with the terms and conditions of this Agreement and solely for the duration of your subscription to the Solution(“On Premise Subscription Term”).

1.3. Free Trial License: Autom Mate may make available a free trial version of the Solution, both on-premise and cloud for your limited use (“Trial Service”) which is also subject to the terms of this Agreement.  The trial version may only be used for no more than 30 days unless otherwise agreed in writing by Autom Mate.

1.4. Support:  If you are buying licenses to use the Solution from a reseller, the reseller is responsible to provide support to you.  If you are buying licenses direct from Autom Mate, we will provide technical support to you for the duration of your subscription as described in our technical support description at: https://www.autommate.com/support/

2. GENERALLY PERMITTED USES

2.1.You may use the Solution for your internal use only up to the quantity licensed (whether licensed by the number of “flows”, “platforms”; or other means) that you have paid. If you need additional quantity of licenses, you may purchase them at any time from us directly or from your chosen reseller and the subscription duration for the additional licenses will be pro-rated to your original Subscription Term, unless otherwise agreed by us.

2.2. In addition, subject to purchasing and paying for the necessary number of licenses, the license granted to you above includes the right to use the Solution/s for your affiliates (meaning any entity that, directly or indirectly controls, is controlled by, or is under common control with you) (“Permitted Access”) provided that where you offer such Permitted Access (a) you shall ensure that all such use and access complies with this Agreement; (b) you shall remain the contracting party with us and you shall be responsible for the payment of all applicable fees for such use; (c) you shall retain full responsibility for all acts and omissions of your affiliates in relation to such access to and use of the Solution and you shall be liable for all acts and omissions of your affiliates as if they were your own acts or omissions. All passwords and other access details provided by us to you are confidential and you shall ensure that all those with Permitted Access are aware of the confidential nature of such details.

3. RESTRICTED USES

3.1. You agree that, except as expressly permitted herein or by applicable law, you will not:

3.1.1. interfere or attempt to interfere in any manner with the functionality or proper working of the Solution or hack, attempt to hack or break or attempt to breach any security mechanism(s) used to access the Solution;
3.1.2. compile or use the Solution or any other information obtained through the Solution for the purpose of direct marketing, spamming, unsolicited contacting of users of the Solution, or other impermissible
advertising, marketing or other activities, including, without limitation, any activities that violate anti-spamming laws and regulations;
3.1.3. remove, obscure, or alter any notice of any intellectual property or proprietary right designation appearing on or contained within the Solution;
3.1.4. modify, alter, tamper with, repair, or otherwise create derivative works of any software included in or accessed via the Solution;
3.1.5. reverse engineer, disassemble, or decompile the underlying software of the Solution or apply any other process or procedure to derive the source code of any software included in or accessed via any of the Solution;
3.1.6. allow access to the Solution to third parties, except as stated herein;
3.1.7. use or access the Solution to create products or services which compete with the Solution or underlying software;
3.1.8. knowingly upload a virus or other harmful code to our systems or use the Solution in a manner that violates applicable data protection and privacy laws and regulations;
3.1.9. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Solution or underlying software available to any third party except those with Permitted Access;
3.1.10. disclose the results of any Solution or program benchmark tests to any third parties without Autom Mate’s prior written consent;
3.1.11. employ any measure intended to circumvent limitations to purchased licenses or other user limitations; or (i) use automated means, such as bots or crawlers, to access the Solution or extract information therefrom (except such means as are expressly approved in advance in writing by Autom Mate) or from the Autom Mate website;
3.1.12. use the Solution and the underlying software in any manner which will or may breach any laws, rules, regulations and/or codes which are legally binding and which are applicable to the use of the Solution
(and underlying software); and
3.1.13. use the Solution in any manner or for a purpose not permitted by applicable export laws, regulations or sanctions; nor export or re-export the Solution to any country, region, organization or individual that is named as a restricted area or person on any applicable export laws, regulations or sanctions.

4. AUTOM MATE’S REVIEW OF YOUR USE OF THE SOLUTION

4.1. You agree that Autom Mate may review your use of the Solution and utilization of your licenses from time to time for the purpose of verifying your compliance with this Agreement.

5. DOWNTIME AND SERVICE SUSPENSIONS

5.1. Autom Mate shall use all reasonable efforts to maintain availability of the cloud based Solution at all times but from time to time your access to and use of the cloud based Solution may be (i) suspended for the duration of any
unanticipated or unscheduled downtime or unavailability of any portion or all of the cloud based Solution as a result of power outages, system failures or other reasons beyond our reasonable control; and (ii) Autom Mate shall also be entitled to suspend access to any portion or all of the Solution at any time, on a service-wide basis: (a) for scheduled downtime to permit Autom Mate to conduct maintenance or make modifications to the Solution; (b) in the event of a denial of service attack or other attacks on the Solution or other events that Autom Mate determines, in Autom Mate’s reasonable discretion, may create a risk to the Solution, to you or to any of Autom Mate’s other customers if the Solution were not suspended; or (c) in the event that Autom Mate determines that the Solution is prohibited by law or Autom Mate otherwise determines that it is necessary or prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”). To the extent Autom Mate is able, Autom Mate will endeavor to provide you notice of any Service Suspension and to post updates on the www.autommate.com website regarding resumption of the service following any such suspension.

6. FEES (ONLY APPLICABLE IF YOU PURCHASE DIRECTLY FROM AUTOM MATE)

6.1. Both the Cloud Subscription Term and the On-Premise Subscription Term must be paid in advance. We will invoice you for the initial number of licenses that you have purchased upon registration (see below).

6.2. In order to activate the Solution you must register your details on our website.

6.3. Autom Mate may change the price of licenses at any time. Autom Mate will give you at notice via a notification to you within the Services prior to the end of your Subscription Term if the price payable is increased and you may terminate your subscription to the Solution prior to the renewal date or within 30 days after the renewal date if you do not agree to the new price. Autom Mate prices exclude applicable taxes which shall be payable by you in addition.

7. PAYMENT (ONLY APPLICABLE IF YOU PURCHASE DIRECT FROM AUTOM MATE)

7.1. Unless otherwise agreed in writing, you agree to pay all undisputed invoices within 30 days of the date of invoice (“the Due Date”). All undisputed amounts payable under this Agreement must be paid without setoff or counterclaim and without deduction or withholding. If any deduction or withholding is required by applicable law, you must notify Autom Mate and provide Autom Mate with documentation that the withholding and deducted amounts have been paid to the relevant taxing authority.

7.2. Non-payment by the due date may result in Autom Mate charging interest at 3% per month until payment is made. In addition, if you have not paid within 21 days after the Due Date, Autom Mate may suspend the provision of the Solution to you until payment is received and such suspended duration will not be refunded or added to your Cloud Subscription Term or On-Premise Subscription Term (as applicable).

8. DATA PROTECTION AND CONFIDENTIALITY

8.1. The following definitions are used in this Section 8:
        8.1.1. CCPA means the California Consumer Privacy Act of 2018, Cal. Civ. Code §§ 1798.100 et. Seq.
        8.1.2. Data Controller, Data Processor, Data Subject, Personal Data, Personal Information, Data Breach, Processing, Processed and Process and appropriate technical and organisational measures shall have the meaning as defined in the applicable Data Protection Legislation.
        8.1.3. Data Protection Legislation means means all laws, regulations and other legal requirements (as amended or replaced from time to time) applicable to either (i) Autom Mate in its role as provider of the Solution or (ii) you. This may include, for example, the EU Data Protection Law; UK Data Protection Law; the CCPA, and the California Privacy Rights Act and its implementing related regulations when effective ("CPRA"); the Personal Information Protection and Electronic Documents Act, SC 2000, c.5 ("PIPEDA") in Canada; Australia's Privacy Act 1988 and the Australian Privacy Principles (the "Privacy Act"); the Virginia Consumer Data Protection Act when effective ("VCDPA"); the Utah Consumer Privacy Act when effective ("UCPA"), and the Colorado Privacy Act and related regulations when effective ("CPA"). Each party is responsible only for the Data Protection Legislation applicable to it.
        8.1.4. EU Data Protection Law” means the (i) EU General Data Protection Regulation (Regulation 2016/679) (“GDPR”); (ii) Regulation 2018/1725; (iii) the EU e-Privacy Directive (Directive 2002/58/EC), as amended (e-Privacy Law); (iv) any national data protection laws made under, pursuant to, replacing or succeeding (i) – (iii); and (iv) any legislation replacing or updating any of the foregoing.
       8.1.5. Swiss Data Protection Laws” or “FADP” means the Swiss Federal Act on Data Protection of June 19, 1992, SR 235.1, and any other applicable data protection or privacy laws of the Swiss Confederation as amended, revised, consolidated, re-enacted or replaced from time to time, to the extent applicable to the processing of Personal Data under this Agreement.
       8.1.6. UK Data Protection Laws” means the Data Protection Act 2018 (DPA 2018), as amended, and the EU General Data Protection Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and the free movement of such data, as incorporated into UK law as the UK GDPR, and any other applicable UK data protection laws, or regulatory Codes of Conduct or other guidance that may be issued from time to time
8.2. Autom Mate takes privacy extremely seriously. Autom Mate will comply with the terms of its privacy policy available at https://www.autommate.com/privacy/
8.3. Each of the parties agrees to comply with all applicable requirements of any relevant Data Protection Legislation and the provisions of the Data Processing Addendum (“DPA”) published at https://www.autommate.com/privacy/ which shall be incorporated by reference herein and is subject to all of the terms and conditions of this Agreement. This is in addition to, and does not relieve, remove or replace, either party’s obligations under the Data Protection Legislation.
8.4. You warrant to Autom Mate that you have taken all steps that are required to enable Autom Mate to process your Personal Data/Personal Information in compliance with all Data Protection Laws including without limitation that you have in place the necessary notices and consents from Data Subjects for you to lawfully transfer their Personal Data to us, or have another appropriate legal basis in place to enable lawful transfer of the Personal Data to us and for us to process, use and transfer such personal data in connection with the provision of the Solution.
8.5. “Confidential Information” of a party means such party’s (or its affiliate’s): inventions, discoveries, improvements, and copyrightable material not yet patented, published, or copyrighted; special processes and methods, whether for production purposes or otherwise, and special apparatus and equipment not generally available or known to the public; current engineering research, development, design projects, research and development data, technical specifications, plans, drawings and sketches; business information such as product costs, vendor and customer lists, lists of approved components and sources, price lists, production schedules, business plans, and sales and profit or loss information not yet announced or not disclosed in any other way to the public; and any other information or knowledge not generally available to the public. All business terms of this Agreement, including, but not limited to, pricing and access/login details, details of the Solution and your data if provided to us shall be considered Confidential Information hereunder.
8.6. Each party shall keep in confidence all Confidential Information of the other party obtained prior to or during this Agreement and shall protect the confidentiality of such information in a manner consistent with the manner in which such party treats its own confidential material, but in no event with less than reasonable care. Without the prior written consent of the other party, a party shall not disclose or make available any portion of the other party’s Confidential Information to any person, firm, association, or corporation, or use such Confidential Information, directly or indirectly, except for the performance of this Agreement. The foregoing restrictions shall not apply to Confidential Information that:
        8.6.1. was known to such party (as evidenced by its written record) or was in the public domain prior to the time obtained by such party;
        8.6.2. was lawfully disclosed to such party by a third party who did not receive it directly or indirectly from such party and who is under no obligation of secrecy with respect to the Confidential Information;
        8.6.3. became generally available to the public, by publication or otherwise, through no fault of such party; or
        8.6.4. was developed independently by the receiving party as evidenced by written records without reference to the Confidential Information of the other party.
8.7. The parties shall take all necessary and appropriate steps in order to ensure that its employees and subcontractors adhere to the provisions of this Section 8. All Confidential Information shall be returned to the disclosing party or destroyed upon receipt by the receiving party of a written request from the disclosing party. The receiving party may disclose the disclosing party’s Confidential Information to the extent required by law or legal process, provided, however, the receiving party will (unless prohibited by law or legal process): (a) give the disclosing party prior written notice of such disclosure to afford the disclosing party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure; (b) use diligent efforts to limit disclosure to that which is legally required; and (c) reasonably cooperate with the disclosing party, at the disclosing party’s expense, in its efforts to obtain a protective order or other legally available means of protection.

9. WARRANTIES & DISCLAIMERS

9.1.Autom Mate warrants as follows.
         9.1.1. Autom Mate shall provide the cloud based Solution and any technical support made available to you using reasonable skill and care and in a professional manner.
         9.1.2. the Solution shall perform substantially in accordance with and conform in all material respects with the specifications published by Autom Mate from time to time;
         9.1.3. It will comply with all applicable laws in the provision of the Solution to you;
         9.1.4. any updates or upgrades of the Solution released by Autom Mate will not materially degrade the overall functionality or performance of the Solution, except where such degradation is necessary to address critical security vulnerabilities or regulatory compliance requirements. Autom Mate will provide advance notice of any such updates or upgrades that may impact functionality or performance, and will work diligently to mitigate any adverse effects on the Solution; and
         9.1.5. Autom Mate possesses all necessary authority and permissions to grant the licenses to you as set out herein.

9.2. If there is a breach of the above warranties, Autom Mate will at its expense, use reasonable endeavors to correct any such breach promptly after you give notice in writing of the breach to Autom Mate. If Autom Mate is not able to remedy the breach to your satisfaction or if the remedy takes longer than 30 days, you may cancel your subscription to the Solution by giving notice in writing to Autom Mate and Autom Mate will refund you pro rata for the remaining duration of your Cloud Subscription Term or On-Premise Subscription Term (as applicable).  Such correction or termination is your sole and exclusive remedy for any breach of the above warranties.
9.3. The availability of the Solution may be affected (and Autom Mate shall not be liable in such cases unless directly caused by Autom Mate) by factors outside Autom Mate’s reasonable control; your actions or omissions (including without limitation, breach of your obligations set out in this Agreement) or those of any third parties (including but not limited to breakdowns in the data centre used by Autom Mate); and interruptions to the Solution resulting from any request by you.
9.4. Each party warrants that: (a) it is duly organized and validly existing and authorized to do business in the jurisdictions where it operates; and (b) it has the requisite power and authority to enter into this Agreement and entering and complying with its obligations under this Agreement does not violate any legal obligation by which such party is bound.
9.5. Save as expressly provided for in this Agreement, all warranties or conditions of any kind (including, but not limited to, the Solution will be uninterrupted or error-free; the implied warranties or conditions of merchantability, satisfactory quality and fitness for a particular purpose) are excluded to the maximum extent permitted by applicable law. Autom Mate makes available a free trial of the Solution for you to make your own assessment whether the Solution fits your needs and is suitable for and compatible with your technology environment.

10. INTELLECTUAL PROPERTY

10.1. All rights in the Solution not expressly granted under this Agreement are reserved to Autom Mate. You do not, by virtue of this Agreement or otherwise, acquire any ownership interest or rights in the Solution the trade marks, service marks, service or trade names, logos, and other designations of Autom Mate, or other technology and software (including third party technology and software), except for the limited use and access rights described in this Agreement.
10.2. You agree to grant Autom Mate a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Solution any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the operation of the Solution provided such information does not include any of your Confidential Information or your Personal Data.  You are not obliged to give any such feedback.
10.3. During and after the term of the Agreement, with respect to the Solution, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against Autom Mate or any of Autom Mate’s customers, end users, business partners, licensors, sublicensees or transferees, any patent infringement or other intellectual property infringement claim with respect to the Solution.

11. MUTUAL LIMITATIONS AND EXCLUSIONS OF LIABILITY

11.1. Nothing in this Agreement shall limit or exclude either party’s liability for:
          11.1.1. death or personal injury caused by negligence;
          11.1.2. fraud or willful or fraudulent misrepresentation; or
          11.1.3. any other liability which cannot be limited or excluded by applicable law.
11.2. Subject to Section 11.1, neither party shall be liable to the other party, whether in contract, tort (including without limitation negligence), strict liability or other theory for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for loss of profits; loss of sales or business, business opportunity or goodwill; loss, inaccuracy, corruption or recovery/restoration of data or information; loss of agreements or contracts; loss of anticipated savings; loss of or damage to goodwill; loss of use or corruption of software; cost of procurement of substitute goods, services, or technology or any indirect, special, consequential, incidental, or exemplary loss or punitive damages, whether foreseeable or not.
11.3. Subject to Sections 11.1 and 11.2 above, each party’s maximum aggregate liability to the other party for all claims, whether in contract, tort (including without limitation negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Solution and this Agreement shall be limited to the greater of (a) 125% of the price paid by you for workflows in the 12 months’ period preceding the date of the incident(s) giving rise to the relevant claim and (b) US$10,000 (ten thousand US Dollars). Subject to Sections 11.1 and 11.2, in respect of the Trial Service, our maximum liability to you in aggregate is limited to US$10.
11.4. EACH PARTY FURTHER AGREES THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY ABOVE ARE FAIR AND REASONABLE IN THE CIRCUMSTANCES AND IN REFLECTION OF THE PRICE PAID FOR THE SOLUTION AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

12. INDEMNIFICATION

12.1. Subject to your compliance with the terms of this Agreement and payment of applicable fees, Autom Mate shall defend you against any claim, demand, suit, or proceeding (“Claim”) made or brought against you by a third party alleging that the use of the Solution as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify you for any damages finally awarded against, and for reasonable attorney’s fees incurred by, you in connection with any such Claim; provided, that you (a) promptly give Autom Mate written notice of the Claim; (b) give Autom Mate sole control of the defense and settlement of the Claim (provided that Autom Mate may not settle any Claim if the settlement requires an admission of liability by you, unless approved in writing by you); and (c) provide to Autom Mate all reasonable assistance, at Autom Mate’s expense.
12.2. The foregoing indemnification obligations do not apply if (a) the allegation does not state with specificity that the Solution is the basis of the Claim; (b) a Claim against you arises from the use or combination of the Solution or any part thereof with software, hardware, data, or processes not provided by Autom Mate, if the Solution or use thereof would not infringe without such combination; (c) a claim against you arises from your breach of this Agreement or (d) if you are subscribing to an On-Premise Subscription License, you have not installed the latest update or upgrade of the Solution issued by Autom Mate if such update or upgrade would have avoided the infringement.
12.3. In the event of a valid Claim, Autom Mate shall either (i) modify the Solution so that it is not infringing and you may continue to use the Solution, or (ii) seek a license to use the infringing code to allow you continued use of the Solution (at Autom Mate’s own cost); or (iii) if neither of the foregoing are possible, refund you pro rata for the remaining duration of your subscription.
12.4. This Section 12 states the Autom Mate’s sole liability to, and your exclusive remedy against Autom Mate for any type of Claim described in this Section 12.

13. DURATION, TERMINATION AND SUSPENSION

13.1. The terms of this Agreement shall apply to you once your account with Autom Mate is activated and your subscription commences. Your subscription shall continue for a minimum term of 12 months and shall automatically renew thereafter for additional subscriptions of 12 months each unless you (or your reseller if you are using a reseller) give a cancellation notice in writing to Autom Mate at least 30 days prior to the renewal date of a 12 month subscription.
13.2. You may terminate this Agreement and your subscription at any time for convenience, by providing Autom Mate 30 days’ written notice of termination. If you terminate under this Section 13.2, you will not be refunded for the remaining duration of your subscription.
13.3. Autom Mate may terminate this Agreement (and, accordingly, cease providing the Solution to you), if Autom Mate is no longer able to provide the Solution to you by providing you 60 days notice in writing.  If Autom Mate exercises its right to terminate under this Section 13.3, you will be refunded pro rata for the remaining duration of your subscription.
13.4. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
          13.4.1. the other party is in breach of a material term and has failed to remedy the breach within 30 days of receipt of a notice specifying the breach and requiring it to be remedied; or
          13.4.2. there is an order or a resolution for the liquidation, administration, dissolution or winding-up of the other party (except where such winding up is for the purpose of solvent amalgamation or reconstruction) or has an administrator or other receiver, manager, trustee, liquidator or similar officer appointed overall or any substantial part of its assets, or enters into or proposes any composition or arrangement with the other party’s creditors generally or is subject to any analogous event or proceedings in any applicable jurisdiction.
13.5. If you terminate for Autom Mate’s unremedied breach under Section 13.4.1, you will be refunded pro rata for the remaining duration of your subscription.  If Autom Mate terminates under Section 13.4.1 for your unremedied breach, you will not be refunded and any payments committed by you which have not been paid shall become payable immediately.
13.6. Upon termination of this Agreement and your subscription to the Solution you must cease to use the Solution and if you are on an On-Premise Subscription License, you must promptly delete the Solution from your systems and return any and all materials provided to you by Autom Mate.
13.7. In the event this Agreement is terminated for any reason, the confidentiality obligations of Section 8 and the exclusion and limitations of liabilities in Section 11 will survive any such termination.
13.8. Upon termination of this Agreement, Autom Mate will delete your Personal Data/Personal Information in line with the details set out in the DPA.

14. IMPORT AND EXPORT COMPLIANCE AND RESTRICTIONS

14.1. Each party shall, in connection with the provision of the Solution and your use of the same, comply with all applicable import, export and re-export control laws and regulations of any country, including the country-specific economic sanctions programs or embargoes adopted against countries or individuals under any applicable national or international legislation, rules and regulations.

15. GOVERNING LAW

15.1. This Agreement shall be construed and governed by the laws of the State or country as set out in the table below and subject to the exclusive venue stated therein, without regard to principles of conflicts of laws.  The parties waive any right to a trial by jury, if applicable. Each party recognizes that the unauthorized disclosure of Confidential Information, may cause irreparable harm to the other party for which monetary damages may be insufficient, and in the event of such disclosure, such other party shall be entitled to seek an injunction, temporary restraining order, or other provisional remedy as appropriate without being required to post a financial bond or other security.

Customer HQ Location
Applicable Law
Applicable Venue
Americas
Laws of the State of Delaware, USA
Courts in Delaware, USA
Europe
Laws of the Netherlands
Courts in Amsterdam, NL
UK
Laws of England & Wales
Courts in London, England
Rest of the World
Laws of the State of Delaware, USA
Courts in Delaware, USA

16. NOTICES

16.1. Except as otherwise set forth herein, notices given by Autom Mate to you under this Agreement that affect Autom Mate customers generally will be posted on the www.autommate.com website. Notices made by Autom Mate under this Agreement specific to you (e.g. notices of breach and/or suspension) will be provided to you via the email address you provided to Autom Mate. It is your responsibility to keep the email address current and you will be deemed to have received any email sent to any such email address, upon Autom Mate’s sending of the email.
16.2. For notices to Autom Mate under this Agreement and for questions regarding this Agreement or the Service, you may contact Autom Mate as follows?
By submitting a request in the Solution and assigning this request to Autom Mate or the reseller that supports you for the Service.
By sending an email to [email protected]
By sending a letter to Autom Mate at the address shown at the top of this Agreement.
16.3. All communications and notices to be made or given pursuant to this Agreement shall be in the English language. If Autom Mate provides a translation of any materials provided hereunder, the English language version will control if there is any conflict.

17. MISCELLANEOUS PROVISIONS

17.1. Autom Mate may modify this Agreement, the DPA or any policy or other terms referenced in this Agreement (collectively, “Additional Policies”) at any time by posting a revised version of the Agreement, DPA or such Additional Policy on the www.autommate.com website. In addition to this, you will be notified in accordance with Section 16. For Trial Services, the revised terms shall take effect immediately. For subscription accounts paid on a 12 month in advance basis, the revised terms shall take effect only upon renewal of the subscription. By continuing to use or receive the Solution after the effective date of any revisions to this Agreement, the DPA or any Additional Policies, you agree to be bound by the revised Agreement, DPA or any revised Additional Policies.
17.2. If any portion of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect, and any invalid or unenforceable portions shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from this Agreement, and the rest of the Agreement shall remain in full force and effect.
17.3. The failure by either party to enforce any provision of this Agreement shall in no way be construed to be a present or future waiver of such provision nor in any way affect that party’s right to enforce such provision thereafter. All waivers must be in writing to be effective.
17.4. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns. Either party hereto may assign this Agreement to an affiliate, a successor-in-interest pursuant to an acquisition of such party (whether by merger, stock sale, or asset sale) or pursuant to a corporate restructure of assets without the other party’s consent, provided however that (a) your assignment hereof shall be effective only after fourteen (14) days’ written notice to Autom Mate, and (b) you may not assign this agreement to any competitor of Autom Mate without Autom Mate’s express written consent. Except as stated above, no rights or obligations under this Agreement may be assigned or delegated without the prior written consent of the other party, such consent not to be unreasonably withheld, delayed or conditioned.
17.5. This Agreement, the DPA together with the Additional Policies, constitute the entire agreement between you and Autom Mate regarding the subject matter hereof and supersedes any and all prior or contemporaneous representation, understanding, agreement, or communication between you and Autom Mate, whether written or oral, regarding such subject matter.  You agree that any terms and conditions submitted by you such as on a purchase order or other order form shall have no validity even if Autom Mate processes that purchase order.
17.6. Nothing in this Agreement creates, or is intended to create, any type of joint venture, escrow, partnership or any employer/employee or fiduciary or franchise relationship between you and Autom Mate.
17.7. Neither party will be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
17.8. Any third party (including affiliates of a party) shall not be a party to this Agreement and shall not have any rights to enforce any of the terms of this Agreement.

 

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