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Terms and Conditions

Last updated: 28 March 2024

1. Agreement to Terms

These Terms and Conditions, together with any Service Agreement or proposal we enter into with you, constitute a legally binding agreement between you ("Client") and Autopilot Consulting ("we," "us," "our") concerning your access to and use of our website (the "Site") and the consulting and implementation services we provide (the "Services"). By accessing the Site or using our Services, you have read, understood, and agreed to be bound by these Terms and Conditions. We reserve the right, in our sole discretion, to make changes or modifications to these Terms and Conditions at any time and for any reason. We will post the updated Terms and Conditions on the Site. You will be subject to, and deemed to be aware of and to have accepted, any revised Terms and Conditions if you continue to use the Site or our Services after the date such revised Terms and Conditions are posted.

2. Client Access and Client Data

We hereby grant you a non-exclusive, non-transferable right to access the Site and use the Services during the term, solely for your internal business use in accordance with these Terms and Conditions. We shall provide you with the necessary access (e.g., passwords, links, or connections) where applicable to allow you to use the Services. We acknowledge that, as between us and you, you own all right, title, and interest, including all intellectual property rights, in and to your data uploaded or provided to us in connection with the Services. You hereby grant to us a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and use and display your data solely to the extent necessary for us to provide the Services to you. Notwithstanding the foregoing, all knowledge that our tools, systems, or methods create or adapt from learning about your business and the Services provided to you may remain our property where applicable by law or agreement.

3. Autopilot Consulting's Intellectual Property Rights

You acknowledge that, as between you and us, we own all right, title, and interest, including all intellectual property rights, in and to our intellectual property, which includes all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics on the Site (collectively, the "Content") and the trademarks, service marks and logos on the Site (the "Marks"), all of which are protected by copyright and trademark laws and various other intellectual property rights. You shall not use the Services or Site for any purposes beyond the scope of the access granted in these Terms and Conditions. You shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Services or Site, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Site; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; or (iv) remove any proprietary notices from the Services or Site.

4. Client Representations

By using the Site or our Services, you represent and warrant that:

If you provide any information that is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your access and prohibit you from any and all current or future use of the Site or Services.

5. Confidentiality

From time to time during the term, either you or we (as the "Disclosing Party") may disclose or make available to the other (as the "Receiving Party") information about its business affairs and services, confidential information and materials comprising or relating to intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, as well as the terms of any agreement between us, whether orally or in written, electronic or other form (collectively, "Confidential Information"). Confidential Information does not include information that at the time of disclosure: (a) is or becomes generally available to the public other than as a result of a breach by the Receiving Party; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source that was not prohibited from disclosing it; (c) was known by or in the possession of the Receiving Party prior to disclosure; (d) was independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (e) is required to be disclosed pursuant to applicable law. The Receiving Party shall, for three years from receipt: protect and safeguard the Confidential Information with at least the same degree of care as it protects its own confidential information; not use the Confidential Information for any purpose other than to exercise its rights or perform its obligations under our agreement; and not disclose such Confidential Information to any person except as necessary. If the parties have signed a separate nondisclosure agreement, that document shall supersede this section with respect to the treatment of Confidential Information.

6. Cancellation

In the event Services are terminated by either party, you shall pay for all services rendered and appointments or deliverables scheduled through the effective date of termination, as set out in any agreement between us.

7. Prohibited Activities

You may not access or use the Site or Services for any purpose other than that for which we make them available. You agree not to:

8. Warranties and Warranty Disclaimer

We warrant that the Services (i) will be provided in compliance with all applicable laws; and (ii) do not contain any virus or other malicious code. EXCEPT FOR THE FOREGOING WARRANTIES, THE SERVICES AND SITE ARE PROVIDED "AS IS" AND WE HEREBY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE.

9. Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information regarding the Site or Services ("Submissions") that you provide to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all rights to any Submissions, and you warrant that any such Submissions are original to you or that you have the right to submit such Submissions.

10. Privacy Policy

We care about data privacy and security. Please review our Privacy Policy. By using the Site or Services, you agree to be bound by our Privacy Policy, which is incorporated into these Terms and Conditions. Please be advised the Site may be hosted in the United States or other jurisdictions. If you access the Site from any other region with laws governing personal data collection, use or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, your data may be transferred to and processed in the United States or such other jurisdiction.

11. Termination

We reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Site (including blocking certain IP addresses), to any person for any reason or for no reason, including for breach of any representation, warranty or covenant contained in these Terms and Conditions or of any applicable law or regulation. We may terminate your use or participation in the Site or delete your account and any content or information that you posted at any time, without warning, in our sole discretion.

If we terminate or suspend your access for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party. In addition to terminating or suspending your access, we reserve the right to take appropriate legal action, including pursuing civil, criminal and injunctive redress.

12. Modifications and Interruptions

We reserve the right to change, modify or remove the contents of the Site at any time or for any reason in our sole discretion without notice. We have no obligation to update any information on the Site. We also reserve the right to modify or discontinue all or part of the Site or Services without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension or discontinuance of the Site or Services. We cannot guarantee the Site will be available at all times. We may experience hardware, software or other problems or need to perform maintenance, resulting in interruptions, delays or errors. Nothing in these Terms and Conditions will be construed to obligate us to maintain and support the Site or to supply any corrections, updates or releases.

13. Governing Law

These Terms and Conditions and your use of the Site and Services are governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without regard to its conflict of law principles. The parties expressly disclaim the application of the United Nations Convention on the Sale of Goods.

14. Dispute Resolution

Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms and Conditions (each a "Dispute"), you and we agree to first attempt to negotiate any Dispute informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one party to the other.

Binding Arbitration. Any Dispute arising out of or relating to these Terms and Conditions or any agreement between us, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be San Francisco, California, or as otherwise agreed. Each party will, upon written request of the other party, promptly provide the other with copies of all relevant documents. The arbitrator shall award to the prevailing party, if any, as determined by the arbitrator, all of their costs and fees. In no event shall any Dispute be commenced more than one (1) year after the cause of action arose.

Exceptions. The following Disputes are not subject to the above provisions: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any intellectual property rights of a party; (b) any Dispute related to allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then such Dispute shall be decided by a court of competent jurisdiction, and the parties agree to submit to the personal jurisdiction of that court.

15. Corrections

There may be information on the Site that contains typographical errors, inaccuracies or omissions. We reserve the right to correct any errors, inaccuracies or omissions and to change or update the information on the Site at any time without prior notice.

16. Limitations of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES AND AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE OR SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

17. Indemnification

You shall indemnify, defend and hold harmless Autopilot Consulting from and against any and all losses, damages, liabilities, costs (including reasonable attorney fees) incurred by us resulting from any third-party claim, suit, action or proceeding that is due to or arising out of: (1) your use of the Site or Services; (2) your breach of these Terms and Conditions, including breach of your representations and warranties; or (3) your violation of the rights of a third party, including their rights to the privacy of their personal information. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of such claims.

18. Data Security and Restrictions on Use

We will employ reasonable administrative, technical, and physical safeguards to ensure the confidentiality, integrity and availability of your data, and to prevent unauthorized or inappropriate access, use, or disclosure. We will use your data solely for the purpose of delivering the Services to you. Unless instructed by you, we will not share, sell, transfer or otherwise make your data available to any third party except as required by law.

19. Data Backups

We will maintain certain data that you transmit to us for the purpose of managing the performance of the Site and Services, as well as data relating to your use of the Site and Services. Although we may perform regular routine backups of data where applicable, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site or Services. You agree that we shall have no liability to you for any loss or corruption of any of your data, and you hereby waive any right of action against us arising from any such loss or corruption.

20. Electronic Communications, Transactions, and Signatures

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.

21. Force Majeure

Neither party shall be held responsible for any delay or failure in performing under our agreement to the extent the delay or failure is caused by circumstances beyond its control (a "Force Majeure"), including fire, flood, explosion, war, strike, embargo, government order, act of God, disruption of internet communications or other similar causes. If any Force Majeure occurs, the party delayed or unable to perform shall give prompt notice to the other party and shall be excused from performance for the duration of the Force Majeure. The parties shall take all reasonable steps to avoid or remove the cause of Force Majeure and shall promptly resume performance when possible.

22. Miscellaneous

These Terms and Conditions, together with any Service Agreement or proposal and any policies posted by us on the Site, constitute the entire agreement and understanding between you and us. A party's failure to exercise or enforce any right or provision of these Terms and Conditions shall not operate as a waiver of such right or provision. These Terms and Conditions operate to the fullest extent permissible by law. If any provision or part of a provision is determined to be unlawful, void or unenforceable, that provision or part is deemed severable and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms and Conditions or use of the Site. We may assign any or all of our rights and obligations to others at any time.

23. Contact Us

In order to resolve a complaint regarding the Site or Services or to receive further information regarding use of the Site or Services, please contact us at ezbookd@gmail.com.

ezbookd.com
ezbookd@gmail.com