Terms Of Service
This Agreement (“Agreement”) is hereby entered into between you, your employees, and agents (collectively “Client”) and applies to the use of the Auto1Cloud platform (hereinafter collectively referred to as “AUTO1CLOUD APPLICATION”) ordered by Client.
ENGYNN TECHNOLOGIES (“Engynn Technologies”, “Engynn”, “AUTO1CLOUD”, “the Company”) is the creator and owner of the AUTO1CLOUD APPLICATION (“AUTO1CLOUD APPLICATION”, “SERVICES”, “APPLICATION” ), an online software program that offers website content management, tire quoting, appointment requests, and analytics. By utilizing the Website, Software, and/or Services, you confirm that you and your users meet the age of majority requirement in your jurisdiction of residence. You also acknowledge and agree that any information you provide to us is true, accurate, current, and complete.
This Agreement covers the provision of services related to the use of the Auto1Cloud platform. Your website is your property, however, it may embed several tools from Auto1Cloud and may be hosted on Engynn servers. Engynn Technologies provides separate agreements for website maintenance and website hosting. In the event of any conflict or inconsistency between this Agreement and the separate maintenance or hosting agreements, the terms of this agreement shall prevail.
The following tools and services are included in your use of auto1cloud:
Tire Selector: auto1cloud provides a tire selector tool to be embedded into your automotive shop’s website. The tire selector tool allows customers to easily find and select the tires that best fit their vehicle’s make and model.
Appointment Requester: auto1cloud provides an appointment requester tool to be embedded into your automotive shop’s website. The appointment requester tool allows customers to schedule appointments for tire services and other auto services directly from your website.
Brand Website and Microsite Management + Hosting: auto1cloud provides website and microsite management and hosting services for your automotive shop’s brand website and microsite. These services include Linux hosting, security management, and SSL, as well as yearly WCAG audits and implementation to ensure compliance with web accessibility guidelines.
Analytics Suite: auto1cloud provides an analytics suite to track and analyze website traffic, customer engagement, and other key performance indicators.
Inbox and Customer Communication Suite: auto1cloud provides an inbox and customer communication suite to manage customer inquiries and support requests.
Dealer Login and Controls: auto1cloud provides a dealer login and controls feature to manage user access and permissions to the auto1cloud platform and associated services.
Please note that these services are subject to the terms and conditions outlined in the service agreement and any separate hosting and maintenance agreement.
Term and Termination
This Agreement becomes effective on the date the Client signs up for the AUTO1CLOUD APPLICATION and will continue for the minimum term specified in the sales agreement. If the Client does not plan to renew this Agreement, they must give written notice to Engynn at least 30 days before the end of the term. Either party may terminate this Agreement by giving written notice to the other party if the other party violates a material obligation under this Agreement and fails to fix such violation within 15 days of receipt of the notice.
Engynn reserves the right to terminate this Agreement immediately if the Client fails to pay any fees or violates any of the provisions of this Agreement. Engynn may also terminate this Agreement immediately if the Client obstructs Engynn’s ability to deliver the AUTO1CLOUD APPLICATION or protect the safety of end-user data.
(a) License Not Ownership. The Client acknowledges that the AUTO1CLOUD Application is licensed and not sold, and that AUTO1CLOUD retains all proprietary rights and title to the AUTO1CLOUD Application and any related works.
(b) Intellectual Property. The Client is granted a non-exclusive license to use the AUTO1CLOUD Application and any third-party intellectual property integral to the AUTO1CLOUD Application solely for the purpose of receiving and using the Services. The Client may also use AUTO1CLOUD trademarks in conjunction with its own trademarks to identify the AUTO1CLOUD Application, provided that neither party engages in any practices that could harm the other party’s brand.
(c) Data Ownership. The Client retains ownership of all data, information, and content it provides to the AUTO1CLOUD Application (“Client Data”). The Client grants AUTO1CLOUD a non-exclusive, worldwide, royalty-free license to use the Client Data solely for the purpose of providing and improving the AUTO1CLOUD Application and Services to the Client.
(d) Abuse. The Client agrees not to engage in any verbal or written abuse of any Engynn employee, member, or officer. Any such behavior will result in immediate termination of the Account.
(e) Exclusivity. Unless otherwise agreed upon in writing, AUTO1CLOUD reserves the right to provide its Services globally and makes no promise of exclusivity. However, AUTO1CLOUD will not use the Client’s confidential information in providing its Services.
Both AUTO1CLOUD and the Client acknowledge that they may have access to confidential information about each other and their clients. “Confidential Information” includes any information made available by one party to the other that is marked confidential, indicated as confidential, or that should reasonably be considered confidential, and is not generally known to the public. Confidential Information includes marketing, sales, and advertising information, financial information, technical information, and information disclosed as part of a training process. The terms and conditions of the Agreement, the AUTO1CLOUD Application and Reports are Confidential Information of AUTO1CLOUD. Each party will make commercially reasonable efforts to prevent unauthorized disclosure of any Confidential Information.
AUTO1CLOUD may delegate professional services and training to third-party subcontractors to provide the Services to the Client. These subcontractors will be subject to the same terms and conditions as AUTO1CLOUD under the Agreement. The Client will communicate with AUTO1CLOUD as the sole point of contact for the Services under the Agreement. AUTO1CLOUD will not disclose Client Confidential Information to any subcontractor except as permitted by the Agreement and necessary for the subcontractor to perform the Services.
Personal Information; Consent to Disclose
If you disclose Personal Information of your clients, you are responsible for providing Privacy Notices and obtaining all necessary consents to permit yourself and the Company to collect, use, and disclose the Personal Information in connection with the Services, including the Software. This is in addition to any obligations and requirements under applicable privacy laws and regulations.
No Representations and Warranties
Except as expressly provided in this section or in writing by AUTO1CLOUD, the AUTO1CLOUD Application, documentation, services, advice, assistance, and materials provided under this Agreement are provided “as is” without any representation or warranty, express or implied, including any warranty of merchantability or fitness for a particular purpose. AUTO1CLOUD does not warrant that the AUTO1CLOUD Application complies with any state, provincial, federal, or local law or regulation. AUTO1CLOUD hereby disclaims all warranties not expressly provided for in this Agreement.
Client agrees not to attempt to derive source code from the AUTO1CLOUD Application, its object code, or other information made available by AUTO1CLOUD. Any such attempt will be a breach of this Agreement, and AUTO1CLOUD will be entitled to all remedies available at law or equity.
Downtime and Service Level Agreement
(a) AUTO1CLOUD will use commercially reasonable efforts to ensure that the Services and the AUTO1CLOUD Application are available and performing as intended twenty-four (24) hours a day, seven (7) days a week, with an uptime of at least 99% for each calendar month, as measured by AUTO1CLOUD.
(b) AUTO1CLOUD shall notify the Client in advance of any scheduled maintenance or upgrades that may result in any interruption or suspension of the Services or AUTO1CLOUD Application. AUTO1CLOUD will use its best efforts to ensure that such maintenance or upgrades do not disrupt the Client’s use of the Services or AUTO1CLOUD Application.
(c) In the event of any unscheduled downtime or unavailability of the Services or AUTO1CLOUD Application, AUTO1CLOUD will use commercially reasonable efforts to restore the Services or AUTO1CLOUD Application as soon as reasonably practicable. If AUTO1CLOUD fails to meet the uptime and performance standards set forth in subsection (a) above, AUTO1CLOUD shall provide Client with a service credit as Client’s sole remedy. The service credit will be equal to a pro-rated portion of the fees paid by Client for the Services during the month in which the failure occurred. The service credit will be applied to the fees due for the month immediately following the month in which the failure occurred.
In using our Website and Services, you agree not to knowingly access, store, distribute, or transmit any viruses or any material that: (a) violates any laws, is harmful, threatening, defamatory, obscene, infringing, harassing, or racially or ethnically offensive; (b) facilitates illegal activity; (c) contains sexually explicit images; (d) promotes unlawful violence; (e) discriminates based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity; or (f) causes damage or injury to any person or property. You will take commercially reasonable precautions to prevent any such actions.
You acknowledge and agree that AUTO1CLOUD is not a marketplace, and any appointments, quotes, or other sales made through the AUTO1CLOUD Application is directly between you and the end-customer. You are solely responsible for the creation and operation of your automotive shop’s website, the goods and services that you may sell through the AUTO1CLOUD Application, and all aspects of the transactions between you and your customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where you offer products or services for sale), or your breach of this Agreement. You represent and warrant that your website, the goods and services you sell through the AUTO1CLOUD Application will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties.
For the avoidance of doubt, AUTO1CLOUD will not be the seller or merchant of record and will have no responsibility for your website or items sold to customers through the AUTO1CLOUD Application. You are solely responsible for the goods or services that you may sell through the AUTO1CLOUD Application (including description, price, fees, tax that you calculate, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations.
We reserve the right, in our sole and absolute discretion, to update or change any portion of the Agreement at any time. We will provide you with reasonable advance notice of changes to the Agreement that materially adversely affect your use of the Services or your rights under the Agreement by sending an email to the Primary Email Address, providing notice through the AUTO1CLOUD administrative console, or by similar means. However, AUTO1CLOUD may make changes that materially adversely affect your use of the Services or your rights under the Agreement at any time and with immediate effect (i) for legal, regulatory, fraud and abuse prevention, or security reasons; or (ii) to restrict products or activities that we deem unsafe, inappropriate, or offensive. Unless we indicate otherwise in our notice (if applicable), any changes to the Agreement will be effective immediately upon posting of such updated terms at this location. Your continued access to or use of the Services after we provide such notice, if applicable, or after we post such updated terms, constitutes your acceptance of the changes and consent to be bound by the Agreement as amended. If you do not agree to the amended Agreement, you must stop accessing and using the Services.
AUTO1CLOUD may change the fees for the Services from time-to-time. We will provide you with 30 days advanced notice prior to any changes in fees by sending an email to the Primary Email Account, providing notice through the AUTO1CLOUD administrative console, or by similar means. AUTO1CLOUD will not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Services (or any part thereof).
Limitation of Liability And Assumption of Risk
Except for damages arising from either party’s gross negligence, willful misconduct, or a confidentiality provision of this Agreement, neither party will be liable to the other party or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, failure to realize expected savings, loss of use or lack of availability of materials or facilities, damages relating to third-party products or services, the other party’s materials, or damages relating to interruption, delays, errors or omissions arising out of or relating to this Agreement, even if the other party has been advised of the possibility of such damages.
AUTO1CLOUD will have no liability whatsoever for damages arising from the Client’s relationship with third-party providers.
Furthermore, AUTO1CLOUD’s maximum total liability for any claim, including claims for breach of contract, tort (including, without limitation, negligence), and the Client’s sole remedy for any such claims, will be limited to the total amount of yearly fees actually paid to AUTO1CLOUD under this Agreement.
You acknowledge and assume all risks associated with providing information, including Personal Information, over the Internet, and understand that the Company cannot guarantee the security of such information. You understand that, while the Company takes reasonable steps to ensure security of your information, we cannot guarantee security of your Personal Information. The Company will not be liable for any breach in security related to any portion of your information or any action taken by any third party regarding any portion of your information provided to them.
(a) AUTO1CLOUD will defend, indemnify, and hold Client harmless from and against any claims, liabilities, suits, and proceedings brought by a third party to the extent that such claims are based on allegations that the AUTO1CLOUD Application and/or Services infringe on the third party’s Intellectual Property rights, or AUTO1CLOUD has breached any provision of this Agreement or violated any domestic privacy or electronic data security laws. In the event that the AUTO1CLOUD Application becomes subject to such a claim, Client agrees to permit AUTO1CLOUD to (i) secure the right for Client to continue using the AUTO1CLOUD Application, (ii) replace the AUTO1CLOUD Application with a product of equivalent or superior quality, or (iii) modify the AUTO1CLOUD Application to render it non-infringing. If none of these alternatives is feasible, Client may be required to cease using the AUTO1CLOUD Application.
(b) Client acknowledges and agrees that AUTO1CLOUD bears no responsibility for the Client’s unauthorized use of the AUTO1CLOUD Application, or any issues that arise from the Client’s ordering of tires and their installation by the Client’s technicians. Client shall defend, indemnify, and hold AUTO1CLOUD harmless from any and all claims, losses, or damages arising out of (i) Client’s unauthorized use of the AUTO1CLOUD Application, (ii) Client’s breach of any provision of this Agreement, (iii) any erroneous sale by Client of tires or rims to its customers, (iv) any damage to customer vehicles or injury/death to a Client’s customer arising from the Client’s installation of tires, rims, or accessories on customers’ vehicles, or (v) any liability arising from the Client’s misuse or tarnishing of the AUTO1CLOUD brand.
Dispute Resolution and Performance During Dispute.
In the event of any dispute between AUTO1CLOUD and the Client relating to this Agreement, both parties agree to use their best efforts to resolve the dispute in a fair and reasonable manner. If the Parties cannot resolve the dispute on their own, they will attempt to resolve it through mediation, with a mediator chosen by the Parties. If mediation is unsuccessful in resolving the dispute within thirty (30) days, the dispute will be referred to arbitration, to be conducted by a panel of three arbitrators in Edmonton, Alberta in accordance with the Arbitrations Act of Alberta. Both Parties will continue to fulfill their obligations under this Agreement while the dispute is being resolved, except to the extent that the issue in dispute renders performance impossible. This provision does not limit the right of either Party to terminate the Agreement in accordance with its terms.
AUTO1CLOUD will be excused from performing its obligations to the extent that it is prevented from doing so by any cause beyond its control, including but not limited to third-party telecommunications carrier failures, power outages, and cyber attacks.
Governing Law and Jurisdiction
By using the Website or Services, you agree that these Terms and Conditions will be governed and interpreted according to the laws of the province of Alberta and the federal laws of Canada applicable therein, without giving effect to conflict of laws principles. You agree to be subject to the laws of these jurisdictions regardless of your place of residence. Any dispute between the Parties must be brought in a court of competent jurisdiction in Alberta, Canada, and you consent to the exclusive jurisdiction of such court. You agree to comply with all applicable federal, provincial, and local laws governing your use of the Website and Services.
“Agreement” means the main agreement, including any appendices and these Terms and Conditions.
“Affiliate” means a company that is controlled by the same person or is a subsidiary of the other company.
“Client Data” means any data relating to the Client and its customers that is created by using the AUTO1CLOUD Application.
“Documentation” means any manuals, technical specifications, requirements documents, and other materials provided to the Client about the AUTO1CLOUD Application.
“Intellectual Property” means any tangible or intangible creation, including copyrights, trademarks, trade secrets, patents, and other industrial property rights.
The “AUTO1CLOUD Application” is a comprehensive software system developed by AUTO1CLOUD that provides automotive shops with a range of tools and services, including:
Tire Selector: a tool that can be embedded into the shop’s website to help customers easily find and select the best tires for their vehicle’s make and model.
Appointment Requester: a tool that can be embedded into the shop’s website to allow customers to schedule appointments for tire services and other auto services directly from the website.
Brand Website and Microsite Management + Hosting: a suite of services that include website and microsite management and hosting, Linux hosting, security management, SSL, as well as yearly WCAG audits and implementation to ensure compliance with web accessibility guidelines.
Analytics Suite: a suite of tools to track and analyze website traffic, customer engagement, and other key performance indicators.
Inbox and Customer Communication Suite: a suite of tools to manage customer inquiries and support requests.
Dealer Login and Controls: a feature that allows the shop to manage user access and permissions to the auto1cloud platform and associated services.
“AUTO1CLOUD Reports” means the performance-related reports prepared by AUTO1CLOUD using Client and customer information.
“Services” means the professional services, training, and maintenance related to the AUTO1CLOUD Application, including setup, implementation, training sessions, maintenance and upgrades, and telephone assistance.
“Additional Services” means any services beyond the Services.
“User” means an authorized employee or contractor of the Client who uses the AUTO1CLOUD Application.
The content of this Website is protected by copyright. © 2022 Engynn Technologies Ltd. All intellectual property rights for the Website and its contents, including but not limited to copyrights and trademarks, whether under common law or otherwise, are reserved by the Company.