Terms of Service
Last modified: Oct 28th, 2019
Thanks for using our products and services (“Services”) including any of those provided to you under the service name of Autify and under other service names, if any. The Services are provided by Autify Inc. incorporated in the United States or Autify Inc. incorporated in Japan (collectively, “Autify”, “we” or “us”).
To use our Services, you must agree to the terms and conditions of this Terms of Services (“Terms”). Please read them carefully.
Our Services may diverse, so sometimes additional terms or requirements may apply. Additional terms will be available with the relevant Services, and those additional terms become part of your agreement with us if you use those Services.
1. Purpose and Use of our Services
- With this Terms, we aim to build a long-term transactional relationship between you and Autify by establishment of basic rights and obligations of you and us.
- Any and all provisions in this Terms shall be applied to any and all matters in relation to Services. By using our Services, you are agreeing to any and all the provisions of this Terms.
- This Term prevails any other agreements or explanation gave to you by us, in oral or writing, other than Statement of Order between you and Autify.
- These terms control the relationship between Autify and you. They do not create any third party beneficiary rights.
- “You” means any persons or entities who wish to use our Services.
- “Statement of Order” means a statement in the form we prepared for your registry to Autify Account.
- “IP right(s)” means copyright, patent right, trademark and any other intellectual rights and the right to register such IP rights.
- “Autify” as a company name, means Autify Inc., located in United States.
- “Website” means any websites we operate under the domain name of “autify.com” or any other domain name we may employ from time to time.
3. How to Register Your Autify Account
- You need your own Autify Account in order to use our Services. You may apply to create your own Autify Account if you agree to follow this Terms and any other policies made available to you within the Services, and provide a certain information (“Registry Information”) asked by us.
- We judge whether we register you as our customer and may use our Services based on our internal criteria. If we judge to register you, we will notify you so. Upon such notice by us, your registration will be completed.
- Upon such completion of the registry of your Autify Account, the Statement of Order shall become effective and you may use our Services.
- We may refuse registry of you Autify Account at our own discretion without disclosing the reasons if we deem it is not appropriate to register you. For example, we refuse registry of your Account when (a) we know there is lack of information or incorrect information in your application, (b) we judge that you are our competitor or have some relationship with our competitors or (c) you are minors or for other reasons you do not have full capacity to register your Account or use our Services, etc.
4. Change in Your Registered Information
We always need to know your latest information in order to provide our Services and related work appropriately. Thus, if there will be any change in your Registry Information, you should promptly notify us such change by the way we seperately instruct you.
5. How We Treat Your Information
6. Administration Matters of Your Account
- To protect your Autify Account, you should keep your password and user ID confidential. You may not sell, rent, buy or in any other way where a third party will become to use, your Autify user ID and password.
- You indemnify us from any claims arising out of, and become fully responsible for, any and all activities that happen on or through your Autify Account, except for the case where we reasonable owe to such activities. Try not to reuse your Autify Account password on third-party applications. If you learn of any unauthorized use of your password or Autify Account, contact us at info(at)autify.com.
You may not misuse our Services in any manner we deem inappropriate such as:
- acting in a way that breaches applicable laws including criminal laws, this Terms or the Statement of Order or that damages others’ rights or interests;
- sending any information that we deem inappropriate such as (a) extremely violent or cruel expression, (b) any computer virus or any other harmful program, or (c) expression that may defame or discredit our customers or any third parties, etc.
- acting in a way that may interfere the operation of our Services;
- use someone else’s user ID or password;
- advertising, solicitating, or other sales activities using our Services to which we do not give prior permission;
- acting contrary to public policy and moral;
We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.
8. Your Responsibilities
- It is your responsibility to prepare a work environment of our Services. We will not provide you with any hardware, internet access, web-browser to use our Services.
- We will make contacts to you via email to your email address you submit to us. It is your responsibility to keep us updated of your latest email address or change your email address and submit new one to us in case you find your email address does not receive our contacts. We will not recover any of your disadvantages or damage arising out of failure in receiving our contacts.
9. Contract Term of Our Services
- You may use our Services from the time of registry completion of you Autify Account until the date agreed on in the Statement of Order (“Contract Term”).
- Contract Term will be automatically renewed for a successive period equal to the previous Contract Term with the same terms and conditions you have been allowed to use our Services unless either Autify or you terminate the agreement (“Agreement”) for your use of our Services by giving 2-week prior written notice to the other. The same applies afterwards.
- Articles 5(1), 5(2)(a), 12(2), 12(3), 13(2), 14(2), 14(3), 15(3) to 15(5), 16(2), 17(2) to 17(9), 18(2) to 18(8), 21, 22, 24 and 25 will be fully effective even after the expiry or termination of the Agreement.
10. Services Fees
We decide the amount of the services fees for our Services (“Services Fees”) per plan. You have to pay in full amount such Services Fees applicable to your plan in the Statement of Order by due date. The due date will be decided in the estimate document we provide to you or otherwise agreed by you and us. Any fees required to pay any Services Fees shall be on you. Any Services Fees will include additional fees which to be calculated in accordance with our standard, if you:
- change plan or add some option services to you plan during the Contract Term; or
- request us to provide you other services than you and Autify agree on in the Agreement.
- Further, when you and Autify agree otherwise than those in this Terms, you will need to pay the Services Fees to us in accordance with such agreement.
- In case you change plan of our Services or add option service during the Contract Term, you need to pay Service Fees calculated by day count.
11. Contents of Our Services
As our Services, we provide you services described in our Website.
12. Suspension of Our Services
We may suspend providing our Services without giving you a prior notice if:
- we need to operate an emergency check or maintenance of our computer system in relation to our Services;
- our computer or internet connection fails to work appropriately for some reason we do not expect;
- an event beyond our control such as earthquake, lightning, fire, electric outage, and other acts of God occurs; or
- we decide that we need to suspend our Services for any other reasons than above.
- We will not recover any of your damage incurred by the suspension of our Services under this Article.
- We will not recover any of your damage incurred by inappropriate work or failure to work of an outside system which you need to use our Services.
13. IP Right Protection
- Using our Services does not give you ownership of any IP rights in our Services or the content you access. You may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law. This Terms do not grant you the right to use any branding or logos used in our Services. Don’t remove, obscure, or alter any legal notices displayed in or along with our Services.
- Our Services may request or allow you to upload, submit, store, send or receive content. You retain ownership of any IP rights or data that you hold in that content. In short, what belongs to you stays yours. When you upload, submit, store, send or receive content to or through our Services, you give Autify (and those we work with) a worldwide, free of charge and indefinite license to use, host, store, reproduce, modify, create derivative works (such as those resulting from translations, adaptations or other changes we make so that your content works better with our Services), communicate, publish, publicly perform, publicly display and distribute such content. The rights you grant in this license are for the limited purpose of operating, promoting, and improving our Services, and to develop new ones. This license continues even if you stop using our Services.
You represent and warrant that:
- you have full capacity and necessary rights to submit any content that you submit to us;
- such content does not infringe any rights of third parties and;
- you have full capacity and necessary rights to grant us the license in (2) above for any content that you submit to us.
- We will remove any content you submit to us if you ask us to do so with a just reason.
14. When We Remove Your Autify Account
We may remove any of Your Information or data that we have with regard to you, suspend providing you with our Services, remove your Autify Account and/or terminate the Agreement with you if:
- you breach any provision of this Terms, the Statement of Order or the Agreement;
- we find there is a false information in Your Information;
- you do not respond us within 14 calendar days after we contact you for your respond via reasonable communication channel, such as email, phone or chat applications;
- you fall within any item of Article 3(4) or any item of Article 23;
- you are the subject of disposition for suspension of payments or is the subject of a petition for provisional attachment, attachment, sale at auction, commencement of bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, commencement of special liquidation or any other similar proceedings; or
- we decide that it is not appropriate to have you to use our Services or as out customer.
- In case Article 14(1) is applicable to you, all of your obligations to us, including payment of Services Fees, automatically accelerate and shall be immediately performed.
- We will not recover any of your damage incurred by our action taken in accordance with this Article.
15. Your Discontinue of Using Our Services
- Either you or Autify can terminate the Agreement without alert if the other falls within any item in Article 23.
- You can terminate the Agreement with us for our Services at any time by giving us a 2-weeks prior written notice, although we’ll be sorry to see you go. In that case, you need to terminate using whole Services and you may not stop using only a part of our Services.
- In case of termination of the Agreement, all of your obligation under the Agreement, this Terms or the Statement of Order, including the payment of the unpaid Services Fees, will automatically accelerate and shall be immediately performed. Also, we in any case will not return Services Fees we received by you in case of termination in accordance with Article 15(1) above.
- The party who terminates the Agreement in accordance with Article 15(1) may claim the other for damages incurred by such termination.
- We treat Your Information in accordance with Article 5 after the expiry or termination of the Agreement with you.
- If you do not comply with these terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).
16. Modifying and Terminating Our Services
- We are constantly changing and improving our Services. We may add or remove functionalities or features, and we may suspend or stop a Service altogether. In case we decide we stop providing our Services, we will give you a prior notice.
- We will not take responsibility for any disadvantages or will not recover any damage you may incur by any act we take under Article 16(1).
17. No Warranties for Services / Indemnification
- We do not warrant any qualities or matters, expressed or implied, including any warranties of merchantability or fitness for a particular purpose. We exclude all other warranties than those especially stated in this Terms. Autify makes any specific promises about the Services. For example, we don’t make any commitments about the content within the Services, the specific functions of the Services, or their reliability, availability, or ability to meet your needs. We provide the Services “as is”. Some jurisdictions provide for certain warranties, like the implied warranty of merchantability, fitness for a particular purpose and non-infringement. To the extent permitted by law, we exclude all warranties.
- We do not recover any damage you incur in relation to incorrect code or data you submit to us.
- Some of our Services will be provided based on a cooperation with a third party. However, we do not guarantee such cooperation and will not take any responsibility in case such cooperation will not realize.
- It is your own responsibility, not ours, to resolve any disputes between you and any third parties we cooperate with to operate the Services. Please read their Terms and comply it at your risk and responsibility.
- We do not warrant our Services comply with any laws or regulations applicable to you. Please make sure you will comply with them by using our Services at your own risk and expense.
- It is your own responsibility, not ours, to respond or resolve in a transaction, communication or disputes, etc. between you and other customers of us or a third party in relation to our Services or our Website.
- We will not take any responsibility for any suspension, stop or change in our operation of the Services, for any removal of Your Information or your Autify Account, and for data lost, damage on your hardware, or any other damage in relation to our Services.
- We will not take any responsibility with regard to your use of third party’s website and information included therein, even though our Website has a link to such websites.
- Despite Article 15(4) and to the extent permitted by law, Auitfy and its officers and employees will not be responsible for any damages you may incur in relation to our Services, this Terms and the Statement of Order. We recognize that in some countries, you might have legal rights as a consumer. If you are using the Services for a personal purpose, then nothing in these terms or any additional terms limits any consumer legal rights which may not be waived by contract. If this is the case, our total liability for any claims in relation to Services, this Terms, the Statement of Order is limited to a direct damage that you actually incur by our breach and capped at the maximum amount of aggregate Services Fees you actually paid to us within 1 year from such breach of us. For our breach of Article 18(2) to 18(6), you indemnify us of all claim or damage if such breach is caused by system failure that we cannot reasonably foresee or prevent from occurring.
Confidential Information means any and all information provided or disclosed, before, during or after the Contract Term, by you or Autify to the other in writing, machine-readable or other tangible form or oral, in connection with our Services. Confidential Information exclude:
- information the disclosing party exclude from confidential Information in writing;
- information that is or become in the public domain without fault of the receiving party;
- information that the receiving party possesses prior to disclosure;
- information that the receiving party receives from a third party with a valid legal right to disclose such information without confidential obligation; and
- information that the receiving party independently develop without referring to the Confidential Information;
You and Autify shall:
- Not disclose the other’s Confidential Information to a third party without prior written approval of the other;
- Not use the other’s Confidential Information for the purposes other than to operate or use the Services;
- Not conduct analysis or perform any conduct in relation to analysis of the other’s Confidential Information;
- store the other’s Confidential Information and any media that includes Confidential Information separately from other information and treat them with reasonable care.
If there is any discrepancy between this Article 18(2) and Article 5, Article 5 shall prevail.
In case of unauthorized disclosure of Confidential Information, You and Autify shall:
- immediately notify the other about the unauthorized disclosure and follow the other’s instruction; and
- take all reasonable countermeasures to retrieve the Confidential Information and prevent others from using or, upon request, fully cooperate with the other in taking countermeasures.
Notwithstanding Article 18(4), the receiving party of Confidential Information may disclose such Confidential Information to its officers and employees the extent that:
- such disclosure is necessary to use or operate the Services;
- such officers and employees are imposed the same obligation of confidentiality with the receiving party under the Agreement; and
- upon or before such officers and employees leave the receiving party, they execute agreements that states their obligation of confidentiality will last after their leave;
- the receiving party shall be fully responsible for any breach of obligation of confidentiality by its officers or employees.
Notwithstanding Article 18(2) and 18(3), the receiving party may disclose the other’s Confidential Information only for the portion required by any order of a court having jurisdiction or any lawful action of a government or regulatory agency, provided that the receiving party:
- promptly notifies the disclosing party such order or action; and
- provides reasonable cooperation to the disclosing party in order to lawfully limit or withhold such disclosure under the order or action.
- You and Autify need a prior written consent of the other in duplicating the other’s Confidential Information. The materials in duplication shall be treated as Confidential Information.
- Any disclosure of Confidential Information does not have any influence on the ownership or any other rights and interests to such Confidential Information. Any disclosure of Confidential Information does not mean the disclosing party’s granting any license to such Confidential Information to the receiving party. However, if a new IP right is created by the receiving party based on the disclosing party’s Confidential Information, the receiving party shall immediately notify the disclosing party and both parties shall decide in discussions the ownership and other rights and obligations to such new IP right. Before and during such discussion, the receiving party may not dispose or use such IP right or commence any proceedings necessary to register such IP right without the disclosing party’s prior written consent.
- Any time at the request of the other Party or upon the expiry of the Agreement, the receiving party shall destroy or return to the other any and all the Confidential Information in its possession in accordance with the disclosing party’s instruction.
19. Change of this Terms
- We may, at our own choice, modify this Terms or any additional terms that apply to a Service to, for example, reflect changes to the law or changes to our Services. If there is a conflict between these terms and the additional terms, the additional terms will control for that conflict. Although we will notify you such change, please look at these terms regularly.
- If you do not agree to the modified terms for a Service, you should discontinue your use of that Service. You will be deemed that you agree on such modification if you continue using our Services or you do not take necessary process to remove your Autify Account within a certain period we decide.
20. Contact to Us
Any contacts both you and Autify make to the other will need to be compliant with our rule.
21. Transfer of Rights and Obligation
- You may not transfer, assign, sell, set collateral or otherwise dispose your contractual status, rights and obligation under the Agreement, this Terms or the Statement of Order without our prior written consent.
- Autify may transfer its contractual status, rights and obligation, Your Information including your Registry Information, if it transfers in any scheme to a third party its business that includes our Services. You are deemed to give prior consent to such transfer under this Article.
22. Trademark License
By using our Services, you give Autify (and those we work with) a worldwide, free of charge and indefinite license to use, post or display your name, logo, service marks, trademarks, and any other expression that related to your brand. The rights you grant in this license are for the limited purpose of showing them in our Website or any website in relation with our Services or any marketing materials we generally disseminate. However, you may at any time revoke such license and we stop using your logos etc., accordingly.
Any and all obligations of each party, you or Autify, under the Agreement will accelerate and shall be immediately performed if:
- such party breaches any provisions of this terms, the Statement pf Order or any other agreed matters between you and Autify and, despite a warning specifying a reasonable period to cure, fails to cure such breach within the period to cure;
- such party is the subject of disposition for suspension of payments, is the subject of a petition for provisional attachment, attachment, sale at auction, or is the subject of disposition for collection of taxes or other public charges in arrears;
- such party commence or is commenced bankruptcy proceedings, commencement of civil rehabilitation proceedings, commencement of corporate reorganization proceedings, or commencement of special liquidation;
- such party suspends payment of its debt to a third party;
- such party is the subject of a suspension of transactions by a clearing house;
- such party is in other material circumstances comparable to those set forth in the preceding items;
- such party is suspended or cancelled approvals necessary for its business operation by a competent authority;
- such party resolves its dissolution or sale of whole or important portion of its business;
- it becomes difficult for such party to perform any of its obligations under this Terms, the Statement of Order or other agreement between you and Autify;
- such party act contrary to public order and moral; or
- a material change makes it difficult for such party to apply this Terms, the Statement of Order and other agreement between you and Autify.
If it turns out that a particular provision in this Terms is not enforceable, this will not affect any other provisions.
25. Governing Law and Jurisdiction
- The courts in some countries will not apply California law to some types of disputes. If you are in one of those countries and California law is excluded from applying, your country’s laws will apply to such disputes related to these terms. Otherwise, you agree that the laws of California, U.S.A., excluding California’s choice of law rules, will apply to any disputes arising out of or relating to these terms or the Services.
- Similarly, if the courts in your country will not permit you to consent to the jurisdiction and venue of the courts in Santa Clara County, California, U.S.A., then your local jurisdiction and venue will apply to such disputes related to these terms. Otherwise, all claims arising out of or relating to these terms or the services will be litigated exclusively in the federal or state courts of Santa Clara County, California, USA, and you and Autify consent to personal jurisdiction in those courts.