Terms & Conditions

Last updated: January 29, 2020

Please read these terms and conditions carefully before using Our Application.

  DEFINITIONS.

1.1. Company shall mean the company providing the Application (Autani LLC).

1.2. User shall mean You, a user of the Autani Commissioning application

1.3. Application means the software program named Autani Commissioning provided by the Company downloaded by You on any electronic device.

1.4. Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

1.5. User Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.

1.6. Application Content means Companyís trade names, trademarks, service marks, logos, domain names and other distinctive brand features as well as all data or information that is not User Content (in whatever form or media) or confidential information that is owned by Company, or licensed by third parties to Company, and that either (i) is supplied to User by or on behalf of Company in connection with the Application, including (a) Companyís content; (b) Companyís website (if the Application is hosted by Company); (d) all data, information or material resident on Companyís computer servers, except to the extent such data, information or materials constitutes User Content; (e) Companyís practices, tools, methodologies, techniques, processes, inventions, trade secrets, methods, formulae, technical information, specifications and know-how, regardless of whether developed in connection with the Application; and (f) any and all other Company Intellectual Property Rights anywhere in the world, including any modifications, adaptations, adjustments, enhancements, updates, improvements, alterations and error corrections thereto and other derivative works thereof.

1.7. Intellectual Property Rights shall mean patents of any type, design rights, utility models or other similar invention rights, copyrights, mask work rights, trade secret or confidentiality rights, trademarks, trade names, and service marks, know-how and any other intangible rights, including application and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued or acquired.

2. ACKNOWLEDGEMENTS

2.1. These are the Terms and Conditions governing the use of this Application and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Application.

Your access to and use of the Application is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Application.

By accessing or using the Application You agree to be bound by these Terms and Conditions. If

You disagree with any part of these Terms and Conditions then You may not access the Application.

Your access to and use of the Application is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Application.

3. GRANT OF LICENSE/LIMITATIONS OF USE.

3.1. License.  Subject to the terms and conditions of this Agreement, Company grants to User a nonexclusive, nontransferable, limited subscription license to: (a) access and use the Application in machine-readable form solely for the purpose of recording device installation and location details for an IoT installation for the Company. User agrees that it may not use the Application in any other manner or in violation of the terms and conditions of this Agreement.  User may not transfer, lease, assign, or sub-license or give anyone else access to the Application without Companyís prior written consent, which may be given or withheld in Companyís sole discretion.

3.2. Limitations on Use. User understands and agrees that (i) the Application is licensed, not sold and Company does not sell or transfer title to the Application; (ii) User may not use, copy, translate, modify, or distribute the Application, (electronically or otherwise), or make any copy, adaptation, transcription, or merge any portion or create derivative works thereof; (iii) User may not reverse assemble, reverse compile, or otherwise translate the Application in whole or in part or otherwise reconstruct or attempt to discover any source code related to the Application; (iv) User may not to attempt to create a substitute or similar service through use of, or access to, the Application, nor attempt to gain unauthorized access to the Application or its related systems or networks; and (v) User agrees not to alter or remove any Company copyright notice, or any other notices of proprietary rights, that appear on any output provided by Company to User, inclusive of any documentation, or as generated by the Application.  User agrees to communicate the foregoing to its Users prior to such Users accessing and using the Application.

3.3. Upload of User Content. Our Service allows You to upload Content. You are responsible for the Content that You post to the Service, including its legality, reliability, and appropriateness.

By posting Content to the Service, You grant Us the right and license to use, modify, publicly display, reproduce, and distribute such Content. You retain any and all of Your rights to any Content You submit, post or display on or through the Service and You are responsible for protecting those rights. You agree that this license includes the right for Us to make Your Content available to employees, subcontractors, to other Users of the system, and any other individual who may also use Your Content subject to these Terms.

You represent and warrant that: (i) the Content is Yours (You own it) or You have the right to use it and grant Us the rights and license as provided in these Terms, and (ii) the posting of Your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

3.4. Content Restrictions. The Company is not responsible for the content of the Service’s users. You expressly understand and agree that You are solely responsible for the Content and for all activity that occurs under your account, whether done so by You or any third person using Your account.

You may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, the following:

ï Unlawful or promoting unlawful activity.

ï Defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups.

ï Spam, machine ñ or randomly ñ generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling.

ï Containing or installing any viruses, worms, malware, trojan horses, or other content that is designed or intended to disrupt, damage, or limit the functioning of any software, hardware or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of a third person.

ï Infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, right of publicity or other rights.

ï Impersonating any person or entity including the Company and its employees or representatives.

ï Violating the privacy of any third person.

ï False information and features.

The Company reserves the right, but not the obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Terms, refuse or remove this Content. The Company further reserves the right to make formatting and edits and change the manner any Content. The Company can also limit or revoke the use of the Service if You post such objectionable Content.

As the Company cannot control all content posted by users and/or third parties on the Service, you agree to use the Service at your own risk. You understand that by using the Service You may be exposed to content that You may find offensive, indecent, incorrect or objectionable, and You agree that under no circumstances will the Company be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of your use of any content.

3.5. Privacy Policy/Terms of Use.  This Agreement is further subject to the terms and conditions of the Application Privacy Policy. As a condition to use of the Application by User, all Users shall agree to and abide by the Policies.  Company reserves the right to modify the terms of the Policies from time to time and these changes will be published on the Company website. Userís continued use of the Application shall constitute acceptance of the changes/modification unless first provided in writing to User.

4. OWNERSHIP.

4.1. Ownership of the Application / Intellectual Property. The Application, Support Applications and all associated documentation and modifications are protected as proprietary, registered works of authorship and contain substantial Confidential Information of Company. Company retains all right, title, and interest in and to the Application and any associated documentation, including all related Intellectual Property Rights.  No rights to the Application and Support Applications are granted to User hereunder, implied or otherwise. The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of the Company.

4.2. User Content. Subject to any limited rights granted to Company by User, User owns all User Content.  Company acquires no right, title or interest from User under this Agreement in or to any such information, including any Intellectual Property Rights therein.  User shall have the sole responsibility for the accuracy, truthfulness and use of all User Content used in connection with the Applications.

4.3. User Feedback. You assign all rights, title and interest in any Feedback You provide the Company. If for any reason such assignment is ineffective, You agree to grant the Company a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose, sub-licence, distribute, modify and exploit such Feedback without restriction.

5. THIRD PARTY CONTENT.

5.1. User Links to Other Websites. Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services. We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

6. COPYRIGHT POLICY.

6.1. Intellectual Property Infringement. We respect the intellectual property rights of others. It is Our policy to respond to any claim that Content posted on the Service infringes a copyright or other intellectual property infringement of any person.

If You are a copyright owner, or authorized on behalf of one, and You believe that the copyrighted work has been copied in a way that constitutes copyright infringement that is taking place through the Service, You must submit Your notice in writing to the attention of our copyright agent via email at support@autani.com and include in Your notice a detailed description of the alleged infringement.

You may be held accountable for damages (including costs and attorneys’ fees) for misrepresenting that any Content is infringing Your copyright.

6.2. DMCA Notice and DMCA Procedure for Copyright Infringement Claims. You may submit a notification pursuant to the Digital Millennium Copyright Act (DMCA) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

* An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interest.

* A description of the copyrighted work that You claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work.

* Identification of the URL or other specific location on the Service where the material that You claim is infringing is located.

* Your address, telephone number, and email address.

* A statement by You that You have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.

* A statement by You, made under penalty of perjury, that the above information in Your notice is accurate and that You are the copyright owner or authorized to act on the copyright owner’s behalf.

* You can contact our copyright agent via email at support@autani.com.

* Upon receipt of a notification, the Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Service.

7. TERMINATION OF AGREEMENT.

7.1. Termination by Company. We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions. Upon termination, Your right to use the Service will cease immediately.

7.2. Termination by User. If You wish to terminate Your Account, You may simply discontinue using the Service.

8. DISCLAIMERS.

8.1. “AS IS” AND “AS AVAILABLE” DISCLAIMER. The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

9. INDEMNIFICATION.

9.1. User Indemnification.  Except for a User Claim described in Section 8.1 above, User shall indemnify, defend and hold harmless Company against all liabilities and costs (including settlement costs and reasonable attorneyís fees) arising from any claim, demand, suit or proceeding made or brought against Company by a third party  (ìCompany Claimî) alleging that the User Content or Userís use of the Application is in breach of this Agreement, or that the User Content and/or Userís Intellectual Property Rights  infringes or misappropriates the intellectual property rights of at third party; provided that Company (a) promptly gives User written notice of the Company Claim; (b) gives User sole control of the defense and settlement of the Company Claim (provided that User may not settle any Company Claim unless the settlement unconditionally releases Company of all liability); and (c) provide User all reasonable assistance, at Userís expense.

9.2. General Indemnification.  The parties shall indemnify, defend and hold harmless each other (including without limitation their parent companies, subsidiaries, employees, officers and agents) as the indemnifying party, against any third party claim arising out of or relating to (i) any negligent act or omission or intentional wrongdoing of the indemnifying party or any of its officers, directors, employees, or agents; (ii)  any claim that the indemnifying party is not in compliance with any applicable law, rule, regulation, order of any governmental (including any regulatory or quasi-regulatory) agency or contract, or (iii) any actual, alleged or threatened breach by the indemnifying party of its obligations under Section 3 (Ownership) or Section 8 (Confidentiality).

9.3. Exclusive Remedy.  This Section 8 states the indemnifying partyís sole liability to, and the indemnified partyís exclusive remedy against, the other party for any type of claim described in this Section related specifically to the Application.

10. TERMINATION.

10.1. User Account Termination. We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions. Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.

11. GENERAL.

11.1. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties and supersedes any and all prior and contemporaneous, oral or written representations, communications, understandings, and agreements between the parties with respect to the subject matter hereof.  The Parties agree that this Agreement and the transactions contemplated hereby, shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. The terms on any purchase order or similar document submitted by User to Company will have no effect. The Parties acknowledge and agree that neither of the Parties is entering into this Agreement on the basis of any representations or promises not expressly contained herein.

11.2. Waiver of Presumption. This Agreement shall be interpreted in accordance with the plain meaning of its terms and not strictly for or against either of the Parties.

11.3. Disputes Resolution. If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

11.4. Choice of Law; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Maryland, excluding any rules of private international law that lead to the application of the laws of another jurisdiction.  The courts in Maryland have non-exclusive jurisdiction to hear any matters arising in connection with this Agreement. The invalidity or unenforceability of any provision(s) of this Agreement under particular facts and circumstances shall not affect the validity or enforceability either of other provisions of this Agreement or, under other facts and circumstances, of such provision(s).

11.5. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be invalid or unenforceable, the invalidity of such provision shall not affect the other provisions of this Agreement, and all provisions not affected by such invalidity shall remain in full force and effect to the fullest extent possible consistent with the intent of the parties.

11.6. Waiver. Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.

11.7. Assignment.  The Parties may not assign or transfer their respective rights or obligations under this Agreement, unless the assignee agrees in writing to be bound by this Agreement and notifies the other Parties in writing of such assignment.   Any assignment or transfer in violation of this Agreement shall be void.

11.8. Force Majeure. Neither Party shall be responsible for any failure to perform due to unforeseen circumstances or to causes beyond the partiesí reasonable control, including but not limited to acts of God, war, riot, embargoes, and acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials. In the event of any such delay, either Party may defer any delivery dates for a period equal to the time of such delay. Notwithstanding the foregoing, if either Party is in default under this Section for more than forty five (45) days, the non-defaulting Party may terminate this Agreement.

11.9. Notices. Unless otherwise specifically provided, all notices required or permitted by this Agreement shall be in writing and may be delivered personally, or may be sent by certified mail, return receipt requested, or by facsimile or electronic mail, with a confirming copy by U.S. Mail, to the addresses at the top of this Agreement, unless the parties are subsequently notified of any change of address under the terms of this Agreement. Any notice shall be deemed to have been received as follows: 1) by personal delivery, facsimile, or electronic mail, upon receipt; and 2) by certified mail, five (5) business days after delivery to the U.S. postal authorities by the Party serving notice.

11.10. Arbitration. The Parties agree that they shall endeavor to settle any dispute that arises under this Agreement first by negotiation among the party principals.  Failing resolution, then any disputes arising out of or in connection with this Agreement or the Application shall be resolved solely by arbitration in Howard County, Maryland. The Parties shall in good faith select a third party neutral to conduct the arbitration who will conduct the arbitration in accordance Commercial Rules of the American Arbitration Association. The cost of the arbitration shall be awarded by the Tribunal to the substantially prevailing Party.

11.10.1. In the event of a breach of this Agreement that would cause us irreparable harm, then this arbitration agreement shall not preclude us from seeking injunctive relief in a state or federal court with jurisdiction.  For purposes of such an action, You agree that You (a) waive any defense of forum non conveniens; (b) consent to the jurisdiction of the State Courts of Maryland in Howard County and the Federal District Court for the District of Maryland; (c) that the Company does not have to submit any proof of the economic value of any Trade Secret or Confidential Information.  Any effort to seek immediate equitable remedies shall not preclude Us from seeking any other remedies at law or equity.

11.11. Waiver by Jury Trial.  Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of related to this Agreement.

11.12. No Third-Party Beneficiaries.  There are no third -party beneficiaries to this Agreement.

11.13. Equitable Relief.  Nothing in this Agreement will limit either Partyís ability to seek equitable relief.

11.14. Translation Interpretation. These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

11.15. Changes to These Terms and Conditions. We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material, then We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion. By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

12. CONTACT US. If you have any questions about these Terms and Conditions, You can contact us by visiting this page on our website: http://www.autani.com/contact