a Force Majeure Event, as outlined in section 12.1
a fault or failure of the internet or any telecommunications network
a fault or failure of the Customer’s computer systems or networks
scheduled maintenance carried out in accordance with this Agreement as stated in section 3.2
5. Compensation and Invoicing5.1. Pricing Our pricing is published at https://autocloud.dev/pricing. In consideration for the Services, you will pay AutoCloud as provided in the applicable terms for the specific Services you have chosen to subscribe to. The price you pay for specific Services will be the prices as published on our Website at the time you first register for the Services or the prices set forth in any agreement entered into by and between you and AutoCloud, which will remain your prices throughout the term of this Agreement including any renewal periods. AutoCloud is free to change the pricing of the Services at any time during the term of this Agreement. The new pricing may automatically apply to you at the end of your billing cycle or renewal period, unless otherwise stated. If it does not, you must notify AutoCloud before the beginning of such renewal period of your request for the new pricing.5.2. Billing for Subscription Services Unless the terms for a specific subscription-based Service expressly provides otherwise for that particular Service, when you first sign up for the Services, AutoCloud will automatically charge you for your first month’s or first year's subscription cost, depending on whether you have selected a monthly or yearly billing cycle. This payment shall be made by credit card. Alternatively, upon your request and AutoCloud’s acceptance, AutoCloud will invoice you in advance for a yearly plan, and you will make payment on such invoice via check, ACH or wire transfer within 15 days of your receipt of the invoice. Enterprise plans are always billed via invoice, and will come with their own Terms of Payment. Your credit card will automatically be charged at the end of your billing cycle for the next billing cycle's payment unless you have cancelled or altered your subscription, either through the Service or by contacting us at firstname.lastname@example.org. If your credit card is declined, your subscription will become inactive and you will no longer have access to paid products and/or Services until payment is made for that billing cycle.6. Intellectual Property and Ownership6.1 Copyright All content included in the Services, such as text, graphics, logos, button icons, images, audio clips, data compilations, and software, is the property of AutoCloud or its content suppliers and protected by US and international copyright laws. The compilation of all content on the Services is the exclusive property of AutoCloud and protected by US and international copyright laws. All software used by the Services is the property of AutoCloud or its software suppliers and protected by US and international copyright laws. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any AutoCloud or third-party trademarks. These Terms of Service do not grant us any licenses or rights to your own content except for the limited rights needed for us to provide the AutoCloud Service to you. You may use the visual representations created by AutoCloud for any purpose that does not interfere with the business operations of AutoCloud, including private, public and commercial use, as long as attributions are made to AutoCloud.6.2. Customer License Subject to the terms of service of the applicable specific Services you have subscribed to, and provided that you pay AutoCloud all amounts owed pursuant to these Terms and such other terms of service and that you are not in breach of any provision of these Terms or such other terms of service, AutoCloud hereby grants to you a royalty-free, worldwide, non-exclusive, non-transferable (other than as specifically set forth elsewhere), non-sublicensable license for your Authorized Users to use. For clarity, the License is granted on a per Authorized User basis, and you must purchase and maintain a valid license for each Authorized User who accesses the AutoCloud Services, no matter how they access the AutoCloud Services.7. Confidentiality7.1 Mutual Non-Disclosure You and AutoCloud agree that each of you will hold the other Party’s Confidential Information in confidence. You and AutoCloud agree that each of you will only use the other Party’s Confidential Information as expressly authorized by these Terms, and in the preparation of the Services or in integrating the Services with your other products, and will not disclose the Confidential Information to any third party without the written permission of the Party disclosing the Confidential Information.7.2. Protection of Confidential Information Each Party will protect Confidential Information disclosed to it by taking reasonable precautions to avoid disclosure which are at least as restrictive as the precautions it uses to protect its own proprietary information, but in no event less than reasonable care, and will limit access to the disclosing Party’s Confidential Information to those of its employees or agents who are bound by confidentiality obligations at least as restrictive as those contained herein. The foregoing are collectively referred to herein as the “Obligations of Confidentiality.”7.3. Definition of Confidential Information The Obligations of Confidentiality shall apply regardless of the form the Confidential Information takes. To be treated as Confidential Information under this section, written information must be marked as “Confidential Information” in writing at the time of its transmittal. Confidential Information disclosed orally or in any form other than a document must be identified as proprietary at the time of disclosure and then described in a writing, suitably marked as “Confidential Information”, provided to the receiving Party within 30 days of the disclosure. Confidential information will not include information that:
was already known to the Party to which it is disclosed before its disclosure under these Terms;
is or becomes publicly known without breach of these Terms;
is developed by a receiving Party independently without reference to the relevant confidential information of the disclosing Party;
is obtained from third parties, which have no obligations to keep confidential to the Parties to these Terms.
7.4. Mandatory Disclosure The Parties may disclose Confidential Information to comply with applicable law or in response to a valid order of requirement by a court or other governmental body, provided that the receiving Party gives the disclosing Party prior written notice of such disclosure in order to permit the disclosing Party to seek an appropriate protective order.7.5. Survival of Obligations Upon Termination The Obligation of Confidentiality will survive termination of these Terms for three years.8. Limited Liability8.1 Total Liability AutoCloud’s total liability to you under these Terms, and all other terms of service for specific Services, for damages, costs, and expenses will not exceed the compensation received by AutoCloud under these Terms for the 2-month period prior to any claim. This will be pro-rated if you have entered into a yearly subscription or contract with us. AutoCloud will not be liable for your lost profits or special, incidental, or consequential damages, whether in an action in contract or tort, even if you have been advised by AutoCloud of the possibility of such damages. You and AutoCloud agree to this limitation even if the remedy for any breach of this contract fails of its essential purpose.9. Indemnifications9.1 Indemnification by You You will defend, indemnify, and hold harmless AutoCloud and its members, employees, and agents from and against any third party liability, claims, demands, damages, judgments, losses and expenses of any nature, including legal expenses and attorney’s fees, arising out of any theory of liability (including tort, warranty, or strict liability) or out of damage to any property, related in any way to your use of the Services or exercise of the rights granted under these Terms except to the extent the claim is subject to AutoCloud’s indemnification obligation set forth in Section 8.2.10. Representations and Warranties10.1 Representations and Warranties by You You hereby represent and warrant to AutoCloud as follows: (1) you have the authority to enter into these Terms and to bind the entity you have listed (if any) on the registration form for the Services to these Terms, and that these Terms constitute your and its legal, valid, binding and enforceable agreement; and (2) execution and performance of these Terms (i) does not breach any agreement of yours or the entity’s with any third party, or any duty arising in law or equity, (ii) does not violate any law, rule or regulation applicable to you or the entity and (iii) are within your and its powers.10.2 Representations and Warranties by AutoCloud AutoCloud hereby represents and warrants to you as follows: (1) AutoCloud has the authority to enter into these Terms, and that these Terms constitute its legal, valid, binding and enforceable agreement; (2) the Services shall be performed in accordance with industry standards and (3) execution and performance of these Terms (i) do not breach any agreement of AutoCloud with any third party, or any duty arising in law or equity, (ii) do not violate any law, rule or regulation applicable to it and (iii) are within its powers.10.3 Limitations EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN SECTION 9.2, AUTOCLOUD DISCLAIMS ALL WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICES, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, AUTOCLOUD PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR FREE.11. Party Relationships11.1 Independent Parties You and AutoCloud are independent parties and nothing in these Terms will constitute either Party or their employees as the employer, principal, or partner of or joint venture with the other Party. Neither you nor AutoCloud has any authority to assume or create any such obligation, either express or implied, on behalf of the other. Each party accepts that any such agreements, relationships, or subscriptions related to the Services have been entered into of their own free will.12. Force Majeure12.1 Events Beyond Our control No failure or omission by either Party in the performance of any obligation of these Terms will be deemed a breach of these Terms or create any liability if the same will arise from any cause or causes beyond the control of such Party, including, but not limited to, the following: acts of god; acts or omissions of any government; any rules, regulations or orders issued by any governmental authority or by any officer, department, agency or instrumentality thereof; fire; pandemic; storm; flood; earthquake; accident; war; rebellion; insurrection; riot; and invasion; provided that such Party provides notice to the other Party of such an event and such failure or omission resulting from one of the above causes is cured as soon as is practicable.13. Notices13.1 Contact for Notices Subject to our right to revise the Terms in accordance with Section 1, any notice or other communication pursuant to these Terms will be in writing and use one of the following types of delivery, each of which is a writing for purposes of these Terms: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), or email. AutoCloud shall address notices to you to the mailing address and email address you list in your registration form when you sign up for the Services. You shall address notices to AutoCloud, Inc. 2150 w. Division st. #1 Chicago, IL 60622, and via email to email@example.com. Assignment14.1 Your Transfer of Terms You may not assign, subcontract, delegate, or otherwise transfer these Terms, or its rights and obligations herein, without obtaining the prior written consent of the other Party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.14.2 AutoCloud's Transfer of Terms AutoCloud may assign any or all of its rights hereunder to any party without your consent. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of AutoCloud, and any such attempted assignment will be void and unenforceable. Either Party may assign these Terms in connection with a merger, acquisition, reorganization or sale of all or substantially all of its assets, or other operation of law, without the consent of the other Party. The terms of these Terms will be binding upon the Parties and their respective successors and permitted assigns.15. Governing Law and Dispute Resolution15.1. Jurisdiction and Venue This license is governed by and construed in accordance with the laws of Illinois without regard to its conflict of laws provisions. Exclusive venue for all litigation shall be in Chicago, Illinois. If you choose to access the Services from locations other than Chicago, IL, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify AutoCloud and the other Released Parties for your failure to comply with any such laws.15.2. Dispute Resolution If any controversy, claim or dispute arises out of or relating to these Terms, including the breach or interpretation of these Terms or the terms of service for any specific Services (collectively, a “Dispute”), all efforts shall be made to settle the dispute through Arbitration. Each Party shall designate an executive who is authorized to investigate, negotiate and settle the Dispute. The executives shall exercise good faith efforts to settle the Dispute through Arbitration. If the executives do not resolve the Dispute within 30 days (or an extended period if they so agree) of the initial notice of the Dispute from one Party to the other, then the Parties may pursue the Dispute in courts in accordance with this section. No court or other action pertaining to a Dispute shall be pursued unless this dispute resolution procedure has been exhausted. Nonetheless, AutoCloud may at any time may pursue equitable relief before any court of competent jurisdiction in order to protect its intellectual property rights or Confidential Information.16. Product Ideas16.1. Submitting Ideas to AutoCloud We invite you to submit comments or ideas about current or future features, services, products, and/or offerings from AutoCloud, including without limitation potential improvements to AutoCloud products (“Ideas”). By submitting any Idea, you agree that your disclosure is free, unsolicited, and without restriction and will not place AutoCloud under any fiduciary or other obligation. You agree that we are free to use the Idea without any compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.17. Publicity17.1. Names and Logos You agree that AutoCloud, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports, and on its Website (including links to your website) for the purpose of advertising or publicizing your use of AutoCloud products or services. AutoCloud will notify you before using your trade names, trademarks, service marks, logos, or domain names, and if requested by you, AutoCloud will remove these images, text, and/or links.18. Miscellaneous18.1. Validity of Terms These Terms and any and all terms of service of the specific Services you register for or otherwise utilize constitute the entire understanding and agreement of the Parties, and supersedes all prior written or oral agreements with respect to the subject matter of these Terms; provided, however, that if you or your organization is bound by an MSA, then these Terms will apply, if at all, only to the use of the Services to the extent such use is not already governed by the MSA.18.2. Individual Provisions The failure to exercise any right provided in these Terms by a Party will not be a waiver of prior or subsequent rights by such Party. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force and effect, and the Parties will, in good faith, attempt to modify the invalid provision so it becomes a valid provision.