Autochart Terms of Service
Last updated: 23rd April, 2018.
PLEASE READ THIS DOCUMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS. IT ALSO CONTAINS A DISCLAIMER OF WARRANTY AND A LIMITATION OF LIABILITY CLAUSE.
1. What are these Terms of Service?
These Terms of Service set out the terms on which You access and use the Services, and on which Autochart provides the Services.
Please review these Terms of Service carefully and make sure that You understand them before using the Services. If You do not agree to these Terms of Service, You must cease use of the Services immediately.
- “The Company” and “Supplier” means Winter Wind Software Limited, owners of Autochart.
- “Client”, “User” or “You” means any user of the Services
- “Your Account” means the account created when You register via any of the Company’s Services
- “Services” means all those services provided by the Company, including websites, blogs, email newsletters, portals, hosted database, integrations and APIs
- “Portal” means your own Account management console found at https://portal.autochart.io
- “Database” means the collective data store owned and operated by the Company in which it stores Your data on your behalf. The databases may not represent a single server machine but collectively, all components combined create the Database
- “API” means the application programming interface by which you may send and retrieve data to the Company without directly accessing the Portal
- “Client Data” means any digital data which is subjected to the Company Services or otherwise inserted to the Database by the Client (including both the Client’s own directly owned data and on the Client’s website users’ data which are processed on the Client’s behalf);
3. Acceptance of these Terms of Service
- By accessing and using the Services, You accept and agree to be bound by these Terms of Service.
- The Company may at any time modify these Terms of Service. We will notify You of any changes to these Terms of Service either by emailing You (at the email address entered by You in your Account) and/or by posting a notice via the Services. By continuing to use the Services after changes to these Terms of Service are made and notified to You, You agree to be bound by such changes.
- You can review the most current version of our Terms of Service at any time by visiting https://autochart.io/legal/terms. It is Your responsibility to ensure that You are familiar with the current Terms of Service. You are advised to check them on a regular basis.
- All text, graphics, photographs, trademarks, logos, artwork and computer code (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, “look and feel” and arrangement of such Content, contained on the Site is owned, controlled or licensed by or to the Company, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.
- Except as expressly provided in these Terms of Service, no part of the Services and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website or other medium for publication or distribution or for any commercial enterprise, without the Company’s express prior written consent.
5. Your Conduct
- You agree and undertake to keep Your username, password and account API keys confidential, not to disclose Your password to any other person and not to permit any other person to log into the Services using Your username and password.
- You may use the Services only for lawful purposes and as permitted by these Terms of Service. By downloading and/or using the Services, You agree not to:
(a) act in any way that breaches any applicable local, national or international law or regulation or privacy law or is in any other way unlawful, including uploading any unlawful content to the Services
(b) upload, post, email or otherwise send or transmit any material that contains viruses, Trojan horses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Website;
(c) attack the Services via a denial-of-service attack or distributed denial-of-service attack;
(d) attempt to reverse engineer or sell, export, license, modify, copy, distribute or transmit the Services to any third party, or jeopardise the correct functioning of the Services, or otherwise attempt to derive the source code of the software (including the tools, methods, processes and infrastructure) that enables or underlies the Website;
(e) attempt to gain access to secured portions of the Services to which You do not possess access rights;
(f) impersonate any other person while using the Services;
(g) conduct Yourself in a vulgar, offensive, harassing or objectionable manner while using the Services;
(h) resell or export the software associated with the Services; without express written License permission from The Company
(i) use the Services to generate unsolicited advertisements or spam;
(j) use any means to display any page of the Services in a way which obscures some or all of its content
(k) use any automatic or manual process to search or harvest information from the Services, or to interfere in any way with the proper functioning of the Services; or
(l) interfere with the servers or networks connected to the Services or to violate any of the procedures, policies or regulations of networks connected to the Services, including these Terms of Service.
Any breach of the obligations in this paragraph 5 will lead to the automatic and immediate termination of Your access to the Services, and a full report to local government authorities where we feel unlawful conduct has taken place.
6. Our Rights
In providing You with access to the Services, The Company reserves the following rights, and in accessing, browsing or otherwise using the Services You grant to The Company and agree that The Company shall have the following rights:
- The right to refuse or withdraw Your access to the Services in accordance with applicable laws for any reason at any time (with or without notice) if in The Company’s sole and absolute discretion You violate or breach any of these Terms of Service;
- The right to amend or update the Services, billing methods or these Terms of Service from time to time;
- The right to report You to the police or other judicial body if The Company believes in its sole and absolute discretion that Your conduct is or may be unlawful; and
- The right to remove Your Account from the Services.
7. Our Responsibilities
1. Provision of Autochart Services. Supplier will (a) make the Autochart Services and Client Data available to a Client pursuant to these Terms, (b) provide applicable standard support for the Autochart Services to Client at no additional charge, and/or upgraded support (for an additional charge, if applicable), (c) use commercially reasonable efforts to make the Autochart Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Supplier shall give advance electronic notice as provided in the Guidelines), and (ii) any unavailability caused by circumstances beyond Supplier’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labour problem, Internet service provider failure or delay, or denial of service attack.
2. Protection of Client Data. Supplier will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Client Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Client Data by Supplier personnel except (a) to provide the Autochart Services and prevent or address service or technical problems, (b) as compelled by law, or (c) as a Client or User expressly permit in writing.
The Supplier will process data on behalf of the Client until the termination of the Autochart Services in accordance with these Terms. Upon termination, Autochart will store the Client’s data for a period of six months, should the Client wish to reopen the Account to resume the use of the Autochart Services or to export Client Data, unless instructed otherwise by the Client. The Supplier deletes or returns all the personal data to the controller after the end of the provision of services relating to processing, and deletes existing copies unless Union or Member State law requires storage of the personal data.
The Services may be performed using equipment or facilities located in the European Union or the United States. The Supplier’s US service providers are either Privacy Shield compliant or have executed Standard Contractual Clauses (as approved by the European Commission) that provide legal grounds for assuring that, when processed in the United States, the personal data of EU citizens that are processed by Autochart customers when using the Autochart Service will receive from the Supplier and its service providers located outside the EU an adequate level of protection within the meaning of Article 46 of Regulation (EU) 2016/679 (General Data Protection Regulation).
By agreeing to these Terms, the Client grants the Supplier a general authorisation in the meaning of Article 28 (2) of Regulation (EU) 2016/679 to engage processors for the purposes of providing the Autochart Services. The Supplier will inform the Client of changes in such processors in accordance with the procedure of modifying these Terms.
List of processors:
- Amazon Web Services: Server hosting, file storage and backup services in Ireland and in the US (GDPR compliant and Privacy Shield certified).
- mLab: Managed cloud database service in the US (GDPR compliant and Privacy Shield certified).
8. Payment and Termination
- When You register to use the Services, You may be required to select a payment option to subscribe for the Services which will include a price and minimum billing term.
- Both the price, billing interval, minimum billing term and invoice payment period will be made expressly clear to you before you make any payment. If you feel you have been billed in error due to a miscommunication, contact us immediately at firstname.lastname@example.org
- Your Account will automatically renew at the end of the each billing cycle until terminated in accordance with clause 8.6.
- An invoice will be issued to you via email ahead of each billing cycle stating the fee and VAT due for that period, and the due date for the payment.
- Should an invoice not be paid by the due date, the Company reserves the right to suspend Your access to the Services.
- If You wish to terminate Your Account, You can email The Company at email@example.com. You must provide at least 2 weeks (14 days) notice before your renewal date.
10. Interruptions and Suspension of the Services
- The Company does not guarantee the uninterrupted operation and availability of the Services. From time to time, the Services may be unavailable for any number of reasons including without limitation:
(a) the performance of scheduled maintenance including: on servers and data lines;
(b) the performance of emergency unscheduled maintenance and/or repairs including on servers and data lines;
(c) a failure by or error in respect of any service provider including without limitation any server or data line;
(d) an attack on the security or system integrity of the Services including any denial of service attack;
(e) the introduction or presence of any virus or malicious code in the pages that make up or are accessible from the Website.
- For the avoidance of doubt, without prejudice to the provisions of paragraph 13, The Company shall not be liable for and specifically disclaims any liability in respect of any claims, costs, losses or damages suffered as a result of any suspension or interruption to the Services howsoever caused.
- The Company maintains internal backups of the The Database, however, The Company offers no guarantee or warranty on the availability of these data backups. It is Your responsibility to maintain your own backup of Your data that you have chosen to send to The Company’s Services. The Company shall not be liable and specifically disclaims any liability in respect of any claims, costs, losses or damages suffered as a result of any data lost from the Database.
11. Electronic Communications
You consent to receiving electronic communications and notices from The Company. You agree that any notice, agreement, disclosure or other communications that we send to You electronically will satisfy any legal communication requirements, including that such communications be in writing.
12. Intellectual Property
- The Company is the sole owner of the Services.
- The Autochart and Winter Wind Software brands and the Services are protected by UK and International copyright and other intellectual property laws. We permit You to use the Services for non-commercial use only and we grant You a limited license solely for that purpose. Without limitation, this means that You may not sell, license, modify, copy, distribute or transmit the Services (or any part of it) or any material provided through the Services or as part of the Services for any commercial purpose or for any other reason without The Company’s prior express written consent.
- Any unauthorised use of the Services will result in the automatic termination of the limited license granted by us. The Company reserves the right to terminate the limited license without notice at any time following an unauthorised use by You of the Services.
- The Company and its graphics, logos, icons and service names related to the Services are registered and unregistered trademarks or trade dress of Winter Wind Software. They may not be used without The Company’s prior express written permission.
- All other trademarks not owned by The Company that appear in connection with the Services are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by The Company.
13. No Warranty & Liability Limit
- The Company provides the Services “as is” and without any warranty or condition, whether express, implied or statutory. The Company specifically disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement to the extent permissible under the UK Sale of Goods Act 1979 (as amended).
- The Company assumes no liability or responsibility for any errors or omissions in the Services; any losses or damages arising from the use of the Services; or any harm to Your reputation or losses resulting from any disclosure of information about You by us as permitted in these Terms of Service. We reserve the right to deliver the Services in our sole and absolute discretion.
- The Portal provided to You by The Company is not an absolute representation but merely indicative of the data contained in The Database that has been sent by You. The Company specifically excludes liability for any loss, harm, distress or damage suffered by You or any third party as a result of any reliance on any use, function or feature of the Portal or API.
- In no event shall The Company, its shareholders, directors, officers, employees or agents be liable (jointly or severally) to You for loss of use or any special, incidental, indirect or consequential damages arising out of or in connection with the Services or these Terms of Service, on any theory of liability, and whether or not advised of the possibility of damage.
- The Company does not seek to exclude liability for death or personal injury caused by our negligence, or fraud or fraudulent misrepresentation on the part of The Company. If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law.
- From time to time You may use or access Services, promotions and websites of third parties. In using or accessing third party Services, promotions and websites, You agree to be bound by the terms of service of such third parties governing their Services, promotions and websites and hereby acknowledge that we shall not be responsible for the provision of Services, accuracy of promotions or content of websites belonging or operated by third parties.
- The Company specifically excludes liability for any loss, harm, distress or damage suffered by You or any third party as a result of inaccurate information appearing on the Services.
You agree to indemnify and hold The Company and its related companies, and each of their respective shareholders, directors, officers, employees, agents and merchant partners harmless from and against any third-party claim or cause of action, including reasonable legal counsel and representation fees and court costs, arising, directly or indirectly, out of Your breach of these Terms of Service and/or Your violation of any law or the rights of any third party.
- You agree that these Terms of Service and any claim, dispute or controversy arising out of or in connection with these Terms of Service or their subject matter or formation (including non-contractual disputes or claims), the Services, the Company’s advertising or any related transaction between You and The Company shall be governed by and construed in accordance with Northern Irish law.
- Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of Northern Ireland.
- The Company may change or discontinue the availability of the Services or any part thereof at any time without prior notice.
- The Company reserves the right to terminate these Terms of Service for any reason, without notice, and these Terms of Service shall automatically terminate in the event that You violate any of the Terms of Service set forth herein (with prejudice to our accumulated rights against You).
- In the event of any termination, You will immediately cease use of the Services.
- The Company may change or discontinue provision of the Services at any time without prior notice. We reserve the right to terminate these Terms of Service for any reason, without notice, and these Terms of Service shall automatically terminate in the event that You violate any of the terms of Service set forth herein (without prejudice to our accumulated rights against You). In the event of any termination, You will immediately cease use of the Services and Website.
- These Terms of Service are agreed between You and us. No person shall have any rights under or connection with these Terms of Service under the Contracts (Rights of Third Parties) Act 1999.
- If any provision of these Terms of Service is found by any court of competent jurisdiction to be unlawful, void or for any reason unenforceable then that provision shall be deemed amended to the minimal extent required to make such provision enforceable and the unenforceability of such provision shall not affect the validity and enforceability of the remaining terms.
- If any court or competent authority decides that any term of these Terms of Service is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.
- Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section.
- Our failure to enforce any provision of these Terms of Service shall not constitute a waiver of that or any other provision and will not relieve You from the obligation to comply with such provision.
- These Terms of Service set forth the entire understanding and agreement between You and The Company with respect to the subject matter hereof.