GENERAL TERMS AND CONDITIONS

A. REMINDER AND MESSAGING SERVICES

1. APPLICABILITY

These general terms and conditions (the “Terms and Conditions ”) shall govern the relationship between AUTOREMIND USA, Inc. (“AUTOREMIND”) and you, a subscriber (a “Subscriber”) to the AUTOREMIND™ service (the “AUTOREMIND Service”) for delivery of messages (each a “Message”), as of the date the Subscriber completes its Order (“Effective Date”). The Subscriber agrees that it shall only deliver Messages to Subscriber’s customers, clients, and patients (each a “Customer”) with access to the Internet and a mobile telephone which are eligible for the AUTOREMIND Service.

2. PRICING

2.1
Subscriber expressly acknowledges that AUTOREMIND reserves the right to change the pricing for the AUTOREMIND Service at any time and from time to time upon reasonable prior notice.

2.2
The Subscriber may select one or more AUTOREMIND Service plans as described in the Price Lists per the pricing set forth therein.

3. PAYMENT AND BILLING

3.1
The fees and costs for the AUTOREMIND Service are comprised of: (i) a one-time set up fee (the “Set-Up Fee”); (ii) a subscription fee (the ”Subscription Fee”); and (iii) a transaction (the “Transaction Fee”).

3.2
Subscriber shall be billed for the Set-Up Fee in the initial AUTOREMIND invoice.

3.3
Subscriber shall be billed for the Subscription Fee on a monthly basis, at the beginning of the month, throughout the Term (as defined in Section 19.1 below).

3.4
A Transaction Fee for the delivery of Message shall be billed to the Subscriber on a per message basis on a monthly basis, at the beginning of the month, with either a prepaid flat fee tier or by usage based on the previous month’s message activity, throughout the Term (as defined in Section 19.1 below).

3.5
Subscriber’s credit card or bank account shall automatically be charged by the 1st day of every calendar month for the Set-Up Fee; accrued Subscription Fees and the Transaction Fees in accordance with this Section G. AUTOREMIND reserves the right to charge interest at the rate of one and one half percent (1.5%) per month on overdue payments, and/or to suspend the AUTOREMIND Service in the event of delays in payment.

3.6
Subscriber shall be responsible for the payment of any and all currently applicable or hereinafter imposed taxes, duties, levies, fees and other charges that are imposed by any local, national, public or quasi-public government entity that arise out of or affect the provision of the AUTOREMIND Service.

4. LICENSE GRANT

4.1
Subscriber is hereby granted a non-exclusive, non-transferable, limited license to access and use the AUTOREMIND Service.

4.2
Subscriber agrees that it will not knowingly use the AUTOREMIND Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the Terms and Conditions.

4.3
Subscriber agrees that it will not knowingly use the AUTOREMIND Service to upload, post, host, or transmit unsolicited bulk e-mail “Spam”, short message service “SMS” messages, viruses, self-replicating computer programs “Worms”, or any code of a destructive or malicious nature.

4.4
AUTOREMIND reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the AUTOREMIND Service, with or without notice, except that AUTOREMIND shall provide Subscriber with 30-days’ notice of any modification that materially reduces the functionality of the AUTOREMIND Service. Continued use of the AUTOREMIND Service following any modification constitutes Subscriber acceptance of the modification.

4.5
The AUTOREMIND Service is available only to subscribers who have installed an AUTOREMIND authorized client management software solution on their workstations or servers.

5. SERVICE INTERRUPTIONS

AUTOREMIND reserves the right to limit access to the AUTOREMIND Service and to temporarily and without notice suspend the AUTOREMIND Service in order to carry out error recovery, software updates, and other maintenance. In the event of such service suspensions, AUTOREMIND will use commercially reasonable efforts to (i) limit the scope and duration thereof; and (ii) to minimize interruption and inconvenience.

6. COMPLIANCE WITH LAW

6.1
Subscriber shall comply with all applicable state, federal and local laws and regulations, including, without limitation, the federal Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (“CAN-SPAM Act”) and other anti-spam laws, the federal Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), and other applicable laws. It shall be Subscriber’s sole responsibility to review and abide by all relevant laws and regulations, and to check regularly for any revisions, as they may be amended over time. Subscriber shall take all appropriate measures to ensure that its Customers have provided written consent to receive Messages (and which consent shall remain in effect and shall not have been revoked), and have been provided with written notice and the ability to opt out of receiving Messages which are not transactional or relationship-related, in accordance with the CAN-SPAM Act, the Telephone Consumer Protection Act, 47 U.S.C. § 227 et seq. (“TCPA”), and any similar state and federal laws in connection with such communications. Such written consent (“Consent”) shall be in accordance with all requirements of such laws, including the following requirements: (i) the Consent shall be signed; (ii) the Consent shall not be made a condition for the purchase of Subscriber’s services; (ii) the Consent shall identify the recipient and the phone number to which Messages can be sent, and specifically consent to the use of pre-recorded messages, artificial voices, and auto-dialer technology (as applicable).

6.2
Subscriber shall obtain Customers’ express Consent to receiving Messages sent through the AUTOREMIND Service. Subscriber shall not use the AUTOREMIND Service (i) to send Messages for which the Customers have not given a Consent in writing to receive (and which Consent shall remain in effect and shall not have been revoked) or have opted-out from receiving; (ii) to sell, exchange or distribute the e-mail addresses of any person without such person’s consent; or (iii) to defraud third parties, conduct fraudulent schemes, or other unlawful activities.

6.3
Subscriber shall not use the AUTOREMIND Service to transmit or accept protected health information (“PHI”), as such term is defined in HIPAA, whether by two-way texting or any other means of electronic communication, unless Subscriber has obtained such Customers’ express written consent in a manner consistent with the requirements of HIPAA. Such written consent shall include, at minimum, a written agreement containing the following language (with the terms “Customer” and “Subscriber” adjusted as applicable): “Customer hereby acknowledges and agrees that Subscriber’s system for transmitting electronic communications, including text messages and emails, is not encrypted or secured. Customer hereby expressly consents to Subscriber’s transmission and receipt of Customer’s protected health information (as such term is defined in HIPAA) by text message, email, and any other form of electronic communications from Subscriber by way of such unsecured system, and waives any claims for breach of Customer’s privacy.” In addition, Subscriber (i) shall be solely responsible for verifying the identity of Customer prior to using the AUTOREMIND Service to transmit or receive PHI and (ii) in response to any message or inquiry by Customer pertaining to PHI – include an additional disclaimer that informs Customer that the electronic communications system is unsecured and requiring that Customer consent to such transmission. To the extent HIPAA includes any additional requirements in connection with such electronic communications, Subscriber shall be solely responsible for compliance with same.

7. SUBSCRIBER CONSENT TO COMMUNICATIONS

Subscriber hereby consents to the receipt of messages from AUTOREMIND by SMS, email, fax, voicemail, voice message, and any other means by which AUTOREMIND communicates with its subscribers. Subscriber’s consent shall specifically cover the telephone number provided by Subscriber to AUTOREMIND for Subscriber’s account, and Subscriber specifically consents to AUTOREMIND’s use of auto-dialer and/or pre-recorded or artificial voice technologies. Such messages may include, without limitation, service announcements, service-related notices, termination notices, AUTOREMIND Software (as defined in Section 10.1 below) updates, and AUTOREMIND sales and promotional content. Subscriber specifically waives any claims under the CAN-SPAM Act, the TCPA, and any similar state and federal laws in connection with such communications. SUBSCRIBER ACKNOWLEDGES THAT IT HAS BEEN HEREBY ADVISED THAT ITS AGREEMENT TO THIS SECTION IS NOT A CONDITION TO THE RECEIPT OF THE AUTOREMIND SERVICE, AS CONTEMPLATED BY THE TCPA, AND THAT SUBSCRIBER HAS NEITHER REQUESTED NOR BEEN REFUSED THE OPPORTUNITY TO DECLINE TO GIVE ITS CONSENT TO THE RECEIPT OF ELECTRONIC COMMUNICATIONS.

8. MESSAGE CONTENT

8.1
AUTOREMIND does not review or pre-screen the contents of any Messages uploaded or posted to the AUTOREMIND Service (“Message Content”) and AUTOREMIND claims no intellectual property rights with respect to the Message Content.

8.2
Subscriber acknowledges that AUTOREMIND is a common carrier and the AUTOREMIND Service is a passive conduit for the distribution and transmission of information initiated by the Subscriber. Subscriber acknowledges that AUTOREMIND has no obligation to screen, preview, or monitor such Message Content. By using the AUTOREMIND Service, Subscriber agree that it is solely Subscriber’s responsibility to evaluate the accuracy, usefulness, completeness, and appropriateness of any Message Content that Subscriber sends, accesses, or otherwise transmits through the AUTOREMIND Service, including Message Content that may be offensive, indecent or objectionable. Under no circumstances shall AUTOREMIND be liable in any way for any Message Content, including, but not limited to, for any errors or omissions in any Message Content, or for any loss or damage of any kind incurred as a result of the use of any Message Content sent, accessed, or otherwise transmitted via the AUTOREMIND Service.

8.3
Subscriber hereby grants to AUTOREMIND a worldwide, royalty free, irrevocable license to use, host, store, reproduce, and modify such Message Content for the purpose of performing AUTOREMIND’s duties under the Terms and Conditions.

9. MESSAGES

Subscribers may complete Messages using the proprietary AUTOREMIND templates. Messages may be delivered by one or more of the following methods, as selected by the Subscriber: mobile telephone text message (also known as Short Message System or “SMS”), email, voice call, voicemail, or other communication technology, or a combination thereof.

10. SOFTWARE LICENSE; PROPERTY RIGHTS AND MARKS

10.1
Subscriber is hereby granted a non-transferrable, non-exclusive, revocable license to use the software through which the AUTOREMIND Service is provided (the “AUTOREMIND Software”) for Subscriber’s use only according to the terms hereof, in machine-readable, object code form only. Subscriber may install and access the registered version of the AUTOREMIND Software on one (1) computer workstation only. Subscriber’s consent to the Terms and Conditions shall include the terms and conditions of this license as it pertains to the AUTOREMIND Software regardless of whether Subscriber executes any other software license pertaining thereto at the time that the AUTOREMIND software is installed.

10.2
Subscriber shall not, alone, through any employee, agent, representative, or third party (or allow an employee, agent, representative, or third party to): (a) modify the AUTOREMIND Software, including application programming interfaces (API’s), software development kits (SDK’s), HTML, Cascading Style Sheet (“CSS”), any new releases, modifications and enhancements thereto, and any images, video, audio, text, and “applets” incorporated into the software, or any visual design elements provided or made available as part of the AUTOREMIND Software; (b) reverse compile, reverse assemble, reverse engineer or otherwise translate all or any portion of any AUTOREMIND Software; (c) copy, duplicate, replicate, use in whole or in part, or create derivative works from any element of the user interface, user experience, or features, of the AUTOREMIND Software; (d) share, disclose, or permit use of Subscriber’s AUTOREMIND Service user names or passwords or otherwise allow parties that are not contractually obligated to the Subscriber to use any AUTOREMIND Software on a time sharing, service bureau, application service provider (ASP), rental or other basis; (e) make copies of the AUTOREMIND Software, except one (1) copy for backup purposes only; (e) remove, alter or deface (or attempt any of the foregoing) proprietary notices, labels or marks in any AUTOREMIND Software; (f) distribute any copy of any AUTOREMIND Software to any third party, including without limitation selling any product with embedded AUTOREMIND Software in a secondhand market; (g) use any AUTOREMIND Software other than as authorized by AUTOREMIND; (h) deactivate, modify or impair the functioning of any disabling code in any AUTOREMIND Software; (i) circumvent or disable AUTOREMIND’s copyright protection mechanisms or license management mechanisms in the AUTOREMIND Software; (j) tamper with the AUTOREMIND Software or modify another website so as to falsely imply that it is associated with the AUTOREMIND Service, AUTOREMIND, or any other software or service provided by AUTOREMIND; (k) use the AUTOREMIND Software in violation of any applicable law or to support any illegal activity; (l) use the AUTOREMIND Software to violate the rights of any third party; or (m) attempt any of the foregoing.

10.3
The Subscriber hereby acknowledges and agrees that: (i) all intellectual property rights subsisting in or relating to the AUTOREMIND Service, including the AUTOREMIND Software, throughout the world, including but not limited to any and all (a) trademarks, service marks, domain names, twitter domains, usernames, passwords, trade dress, logos, and other brand or source distinctions, look and feel, user interface, user experience, including without limitation related registrations and applications for registration, and any and all goodwill related thereto; (b) copyrights in any and all works of authorship, including without limitation computer programming, source code, and object code, and documentation, user manuals and other written materials relating to such code, copyright registrations, applications therefor, and moral rights; (c) trade secrets, know-how, specifications and drawings; (d) designs, ideas and inventions, including without limitation patents, patent applications and statutory invention registrations or certificates of invention; (e) divisions, continuations, renewals and re-issuances of the foregoing; and (f) other intellectual property rights of any type (collectively, the “AUTOREMIND IP”) are and shall remain at all times the exclusive property of AUTOREMIND; (ii) AUTOREMIND IP may not be exploited, reproduced or used by the Subscriber except as expressly permitted in the Terms and Conditions; and (iii) the Subscriber shall not have or acquire, nor seek any right, title or interest in or otherwise become entitled to any AUTOREMIND IP by developing, taking delivery of, making payment for, integrating, distributing or otherwise using AUTOREMIND IP.

11. PROHIBITED CONDUCT AND ACTIVITIES

Subscriber shall not, alone, through any employee, agent, representative, or third party (or allow an employee, agent, representative, or third party to): (a) access or use the AUTOREMIND Service in any manner that could interfere with, disrupt, negatively affect or inhibit anyone from fully enjoying the AUTOREMIND Service, including, but not limited to, defamatory, harassing, threatening, bigoted, hateful, vulgar, obscene, pornographic, or otherwise offensive behavior or content; (b) damage, disable, or impair the functionality of the AUTOREMIND Service in any manner; (c) access or use the AUTOREMIND Service for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms and Conditions, or any other policies provided in connection with the AUTOREMIND Service; (d) use or attempt to use another Subscriber's account without authorization from such Subscriber; (e) modify, adapt, hack or emulate the AUTOREMIND Service; (f) use any robot, spider, crawler, scraper or other automated means or interface not provided or authorized by us to access the AUTOREMIND Service or to extract data; (g) circumvent or attempt to circumvent any filtering, security measures or other features designed to protect the AUTOREMIND Service, the AUTOREMIND Software, or third parties; (h) deceitfully collect, transmit, or use information, or distribute software which covertly gathers or transmits information about Customers; (i) infringe upon or violate the rights of AUTOREMIND, other Subscribers, Customers, or any third party; or (j) attempt any of the foregoing.

12. SUPPORT AND MAINTENANCE OF AUTOREMIND SOFTWARE

12.1
AUTOREMIND, in its sole discretion, may, but is not required to, provide Subscriber with support services related to the AUTOREMIND Software (the “Support Services”). Such Support Services shall be subject to a separate agreement and applicable fees.

12.2
Subscriber is responsible for installing Updates (as defined below) of the AUTOREMIND Software on a regular basis upon release of such Updates, updating all non-AUTOREMIND software used in conjunction with the AUTOREMIND Software, and regularly upgrading any hardware and memory on the system in which Subscriber uses the AUTOREMIND Software. The term “Updates” as used herein means modifications to the AUTOREMIND Software which contain corrections of errors and minor functionality enhancements, or which add bug fixes or patches to the AUTOREMIND Software.

12.3
AUTOREMIND shall provide help desk support via a dedicated email address (support@autoremind.com) and online portal (via http://www.autoremind.com/). AUTOREMIND shall respond to any email inquiries for help desk support within twenty four (24) hours (on weekdays) of receipt of an email message from a Subscriber. Insofar as AUTOREMIND is required by applicable service agreements with mobile carriers to offer customer support to Customers, Subscriber hereby authorizes AUTOREMIND to communicate directly with Customers for customer service, quality assurance and related matters.

13. CONFIDENTIALITY

13.1
From time to time, either party may make available to the other party information of a confidential and/or proprietary nature including, but not limited to, technical and commercial information, in a written form or orally (“Confidential Information”). All confidential and/or proprietary information transmitted by one party to the other shall be treated by the receiving party with the same care as such receiving party would exercise in the handling of its own confidential and/or proprietary information, but not less than reasonable care. Such receiving party shall not disclose such confidential and/or proprietary information to any person, employees, consultants and/or contractors unless it receives the prior written consent of the disclosing party and subject to such terms and conditions as the disclosing party specifies. Upon termination or cancellation of the Terms and Conditions for any reason, all such confidential and/or proprietary information of the disclosing party shall be immediately returned to the disclosing party, and the limitations and undertakings specified in this Section shall remain in effect from the date of termination or expiration of the Terms and Conditions.

13.2
Confidential Information shall not include information or matter that (a) was already known to the recipient prior to its disclosure by the other party or is independently developed by the recipient, as demonstrated by reasonable and tangible evidence satisfactory to the disclosing party; (b) has appeared in any printed publication or patent or shall become a part of the public knowledge except as a result of breach of the Terms and Conditions by the recipient; (c) has been received by the recipient from another person or entity having no obligation to the disclosing party or its affiliates; or (d) is approved in writing by the disclosing party for release by the recipient.

13.3
All promotional, technical, and other documentation provided to Subscriber by AUTOREMIND is proprietary and confidential information of AUTOREMIND and is and shall remain the exclusive property of AUTOREMIND (“AUTOREMIND Proprietary Information”). Subscriber shall not, without AUTOREMIND 's advance written consent, copy, reproduce, disclose to a third party, or use such AUTOREMIND Proprietary Information, except as expressly permitted by AUTOREMIND.

14. LIMITED WARRANTY

14.1
THE AUTOREMIND SERVICE AND SOFTWARE, TOGETHER WITH ANY RELATED SERVICES OR PRODUCTS PROVIDED TO SUBSCRIBER BY AUTOREMIND OR ITS AFFILIATES, ARE PROVIDED AS IS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, QUALITY, ACCURACY, OR THAT THE AUTOREMIND SERVICE OR AUTOREMIND SOFTWARE WILL MEET SUBSCRIBER’S REQUIREMENTS OR IS FREE FROM DEFECTS. USE OF THE AUTOREMIND SERVICE AND AUTOREMIND SOFTWARE IS AT SUBSCRIBER’S SOLE RISK. NEITHER AUTOREMIND, NOR ITS AFFILIATES, RESPECTIVE REPRESENTATIVES, EMPLOYEES, AGENTS, TELECOMMUNICATIONS SERVICE PROVIDERS, OR LICENSORS WARRANT THAT THE AUTOREMIND SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. AUTOREMIND DISCLAIMS ANY AND ALL WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE AUTOREMIND SOFTWARE, AND ANY AND ALL LIABILITY RELATED TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION, SERVICE, OR OTHER DATA PROVIDED THROUGH THE AUTOREMIND SERVICE OR AUTOREMIND SOFTWARE. AUTOREMIND DISCLAIMS ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE SERVICE, QUALITY, OR MESSAGE COMPLETION OF ANY TRANSMISSIONS WHICH ARE SUPPORTED BY THIRD-PARTY TELECOMMUNICATIONS SERVICE PROVIDERS.

14.2
AUTOREMIND HEREBY DISCLAIMS ANY AND ALL LIABILITY RELATED TO THE ACCURACY, VALIDITY, SUBSTANCE, OR RELIABILITY OF ANY INFORMATION, COMMUNICATIONS, OR DATA PROVIDED THROUGH THE AUTOREMIND SERVICE, INCLUDING INFORMATION CONCERNING THE DATE, TIME, AND RELATED INFORMATION TO BE INCLUDED IN ANY REMINDER. AUTOREMIND FURTHER DISCLAIMS ANY DUTY, OBLIGATION, OR RESPONSIBILITY TO RETAIN ANY INFORMATION CONCERNING THE DATE, TIME, AND OTHER DETAILS OF ANY APPOINTMENTS CONTAINED IN REMINDERS SENT TO CUSTOMERS.

15. LIMITATION OF LIABILITY

15.1
UNDER NO CIRCUMSTANCES SHALL EITHER AUTOREMIND OR CUSTOMER BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING), INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF USE, LOSS OF REVENUES OR DAMAGES TO BUSINESS OR REPUTATION ARISING FROM THE PERFORMANCE OR NON-PERFORMANCE OF ANY ASPECT OF THIS AGREEMENT WHETHER OR NOT AUTOREMIND OR SUBSCRIBER SHALL HAVE BEEN MADE AWARE OF THE POSSIBILITY OF SUCH LOSS.

15.2
THE EXTENT OF AUTOREMIND’S LIABILITY HEREUNDER IS LIMITED EXCLUSIVELY TO REPLACEMENT OF SUBSCRIBER’S COPY OF THE AUTOREMIND SOFTWARE WITH ANOTHER COPY OR REFUND OF THE AMOUNTS PAID TO AUTOREMIND FOR USE OF THE AUTOREMIND SERVICE (AS DETERMINED BY AUTOREMIND AT ITS SOLE DISCRETION).

15.3
AUTOREMIND further disclaims any and all liability and responsibility related to missed, delayed, or cancelled appointments, and any possible consequences thereof.

16. INDEMNIFICATION

Subscriber shall indemnify, defend and hold harmless AUTOREMIND, from any and all suits, claims, actions or proceedings (collectively, “Claims”) brought against AUTOREMIND as a result of Subscriber’s breach of this Terms and Conditions. Such indemnification shall include, but shall not be limited to reimbursement of all fees and costs to defend any such Claims, including attorneys’ fees and all out of pocket costs arising out of or related to any Claims.

17. INDEMNIFICATION

Subscriber agrees that AUTOREMIND may identify Subscriber as a user of AUTOREMIND’s AUTOREMIND Service in advertisements, promotional literature, customer lists, and reports to AUTOREMIND’s analysts and shareholders. It is further agreed that Subscriber may identify to its customers that AUTOREMIND is a supplier of the AUTOREMIND Service to Subscriber. The parties otherwise agree that the text of all information concerning the Terms and Conditions or either of the parties, for inclusion in any written or oral announcement, press release, or other public release of information, must be approved in writing by both parties prior to any disclosure, unless otherwise required by law.

18. ASSIGNMENT

Subscriber shall not assign, delegate, or otherwise transfer these Terms and Conditions, in whole or in part, without AUTOREMIND’s prior written consent. Any attempt by Subscriber to assign, delegate, or transfer these Terms and Conditions without AUTOREMIND’s consent will be null and void. AUTOREMIND may assign, delegate, or transfer these Terms and Conditions, in whole or in part, without the Subscriber’s consent. Subject to this Section, these Terms and Conditions will be binding on each party and each party’s successors and assigns.

19. TERM AND TERMINATION

19.1
These Terms and Conditions shall be valid from the Effective Date through the period of time that Subscriber is an authorized user of the AUTOREMIND Service (“Subscription Term”), unless the AUTOREMIND Service is otherwise terminated in accordance with the terms herein. In case of cancellation, Subscriber shall be liable for one additional month of payment to AUTOREMIND.

19.2
AUTOREMIND may immediately terminate the AUTOREMIND Service on thirty (30) days notice in the event that: (i) a receiver, trustee, or liquidator is appointed for any of Subscriber’s properties or assets; (ii) Subscriber makes a general assignment for the benefit of its creditors: (iii) Subscriber is adjudicated as bankrupt or insolvent; (iv) a petition for the re-organization or an arrangement with Subscriber’s creditors, or readjustment of its debts, or its dissolution or liquidation is filed under any law or statute; (v) Subscriber ceases its business activities, commences dissolution or liquidation; or (vi) Subscriber becomes affiliated with any firm or company that sells products or services that compete with the AUTOREMIND Service.

19.3
The AUTOREMIND Service may be terminated by AUTOREMIND, immediately in the case of a material breach of any of the covenants, representations, warranties, or other terms of the Terms and Conditions, the violation of any applicable law by Subscriber, or any material default in Subscriber’s obligations hereunder, including non-payment of any fees and costs due and owing for the AUTOREMIND Service.

19.4
AUTOREMIND may immediately terminate the AUTOREMIND Service on written notice in the event of disruptions, outages, and other significant communications or other service problems outside of AUTOREMIND’s control on written notice to Subscriber.

20. SURVIVAL

Upon termination of the AUTOREMIND Service, the terms of this Section 19, and the terms of the following Sections will survive and remain in effect: Section 10.2, Section 11 (Prohibited Conduct and Activities), Section 13 (Confidentiality), Section 14 (Limited Warranty), Section 15 (Limited Liability), Section 16 (Indemnification), Section 20 (Governing Law), and Section 21 (Disputes).

21. ENTIRE AGREEMENT

These Terms and Conditions shall constitute the entire agreement between the parties with respect to the subject matter hereof. Such contract of sale shall not be modified or rescinded, except in writing by the parties. The Terms and Conditions supersedes all contemporaneous oral agreements and all prior oral and written quotations, communications, agreements and understandings of the parties with respect to the subject matter hereof. AUTOREMIND reserves the right to amend, modify, and otherwise alter these Terms and Conditions.

22. GOVERNING LAW

The validity, construction, and interpretation of the Terms and Conditions and all purchase orders issued hereunder shall be solely and exclusively governed by and construed in accordance with the laws of the State of New York, USA, excluding any otherwise applicable rules of conflict of laws.

23. DISPUTES

The state and federal courts located in New York City, New York shall have sole and exclusive jurisdiction over the parties and subject matter of the Terms and Conditions. For implementation of the Terms and Conditions and all their consequences, each party waives such of its rights and privileges under any other law or legal system, such as the law of the place of performance, as is necessary to give effect to the term and conditions hereof. Each party hereby expressly consents to personal jurisdiction in New York, and expressly waives any right to object to such personal jurisdiction, or the convenience of such forum. The parties agree to accept service of process by email and any other method of delivery that is reasonably calculated to provide adequate notice of any proceedings, including via social media, LinkedIn, Facebook, WhatsApp, and text message, and waive all objections to such form of service of process.

B. WEBSITE DEVELOPMENT, HOSTING AND DIGITAL MARKETING SERVICES

1. APPLICABILITY

1.1
Sections 6.1, 11, 12, 14, 15, 19, 21, and 23 set forth above in Section A apply to AUTOREMIND’s website development and hosting services, with all instances of the term “Subscriber” substituted by “Client,” except as expressly provided in this Section B.

1.2
The term “Client” shall mean you, a user of the AUTOREMIND website development and hosting services.

1.3
The Client may purchase from AUTOREMIND Website Development Services, Web Hosting Services, and Social Media Services (collectively, the “Digital Marketing Services”), as described below. The terms for such Digital Marketing Services shall be subject to a separate Scope of Work (an “SOW”) entered into by the Client and AUTOREMIND.

2. WEBSITE DEVELOPMENT SERVICES

“Website Development Services” shall include services for planning, designing, building, developing, testing, implementing, and delivering a website (the “Website”).

3. SOCIAL MEDIA SERVICES

“Social Media Services” shall include email and/or text campaign implementation, social media content creation, online advertising, and such additional services, as may be provided by AUTOREMIND from time to time. AUTOREMIND reserves the right to change or modify the features of Client’s Digital Marketing Services plan from time to time on thirty (30) days written notice. Client’s continued use of AUTOREMIND’s Social Media Services after receipt of such a notice of modification shall constitute Client’s acceptance of and agreement to be bound by AUTOREMIND’s modification of the Digital Marketing Services.

4. WEB HOSTING SERVICES

“Web Hosting Services” shall include website server space, e-mail capability, domain name registration, and such additional services, as may be provided by AUTOREMIND from time to time. AUTOREMIND reserves the right to change or modify the features of Client’s Website Hosting Services plan from time to time on thirty (30) days written notice. Client’s continued use of AUTOREMIND’s Web Hosting Services after receipt of such a notice of modification shall constitute Client’s acceptance of and agreement to be bound by AUTOREMIND’s modification of the Web Hosting Services.

5. AUTHORIZATION, DELIVERABLES, AND EXCLUSIVITY

Client may engage AUTOREMIND as a non-exclusive independent contractor to provide the Digital Marketing Services pursuant to one or more SOW’s (the “Project”).

6. WEB AND DIGITAL MEDIA CONTENT

6.1
AUTOREMIND shall have no responsibility to review, edit, or otherwise evaluate any content the Client provides for incorporation into the Website, email or text campaigns, or other social media posts (“Client Content”), and AUTOREMIND claims no intellectual property rights with respect to the Client Content.

6.2
Client hereby grants to AUTOREMIND a worldwide, royalty free, irrevocable license to use, host, store, reproduce, and modify such Client Content for the purpose of performing AUTOREMIND’s duties under the Terms and Conditions.

6.3
All content incorporated into the Website, email or text campaigns, or other social media posts, whether Client Content or content created and developed by AUTOREMIND (the “AUTOREMIND Content”) (the Client Content and the AUTOREMIND Content shall collectively be referred to as “Digital Media Content”), shall be approved in writing by Client prior to such incorporation.

7. CONTENT FINALIZATION AND PROJECT FLOW

After initial uploading of Digital Media Content to the Website or any social media platforms, any edits, changes, or modifications shall be subject to additional payment. Any change orders after Client approval of site architecture, design, and/or build are performed at an hourly rate as may be further set forth in an applicable SOW. Any completion date commitments are contingent upon receipt of content, creative approval, and final signoff by Client. Any additional work, change orders, or post-launch updates that are deemed to be significant in AUTOREMIND’s sole discretion shall be charged as a separate Project.

8. LICENSED CONTENT

Client hereby appoints AUTOREMIND as its attorney in fact to purchase licenses for the use of images, photographs, videos, music, sound, and other materials from third parties in Client’s name for use in the Project. The price for such licenses shall be added to the monthly invoice.

9. COPYRIGHT OWNERSHIP

9.1
AUTOREMIND shall own all right, title and interest in and to the AUTOREMIND Content, including all patents, copyrights, trademarks, know-how, works of authorship, ideas, and all other intellectual property rights subsisting in the AUTOREMIND Content.

9.2
Client agrees to include on the Website at all times: (i) language crediting the Website development to AUTOREMIND and (ii) a link to the AUTOREMIND website.

9.3
Client hereby grants to AUTOREMIND a worldwide, royalty-free, irrevocable license to use and display all elements of the Website solely for the purposes of promoting AUTOREMIND’s services.

9.4
AUTOREMIND hereby grants to Client a worldwide, royalty-free, non-exclusive, revocable, non-transferable license to use, display, and distribute the AUTOREMIND Content.

9.5
Client shall not license or sell copies of any AUTOREMIND Content to any third parties.

10. DOMAIN REGISTRATION

Client will remain the owner of the Client’s established domain name. Registration and modification of domain name status, including name server location shall be reserved to independent domain name registrars. At all times, Client shall remain responsible for paying any fees owed to independent domain name registrars for registration and maintenance of Client’s established domain name.

11. AVAILABILITY OF WEB HOSTING SERVICES

Client understands and agrees that interruptions of the Web Hosting Services may occur due to scheduled maintenance and repair by AUTOREMIND or independent domain name registrars, or by strikes, riots, vandalism, fires, inclement weather, third-party provider outages, cable cuts, power crisis shortages, acts of terrorism, and or uncontrollable acts of God, or other causes beyond AUTOREMIND’s control, as defined by standard practices in the industry. Client agrees that under no circumstances will AUTOREMIND be held liable for any financial or other damages due to such interruptions. In no event shall AUTOREMIND be liable to Client or any other person for any special, incidental, consequential or punitive damages of any kind, including, without limitation, refunds of fees, loss of profits, loss of income or cost of replacement services. Such failure or delay shall not constitute a default under these Terms and Conditions.

12. REPRESENTATIONS AND WARRANTIES

12.1
Client represents to AUTOREMIND that any elements of the Client Content are owned by Client or Client has the right to use, license, and sublicense the Client Content. Client shall hold harmless, protect, and defend AUTOREMIND from any claim or suit arising from the use of such elements furnished by Client.

12.2
Client shall have sole and exclusive discretion to approve any Digital Media Content written, developed, or created by AUTOREMIND in connection with provision of the Digital Marketing Services. No website content, social media posts, or other content prepared further to the Digital Marketing Services shall be published without the express written approval of the Client (the “Publishing Consent”). Upon Publishing Consent, the Client shall be fully liable for any claims, consequences, or liability that may arise therefrom. The Client waives and releases AUTOREMIND from any claims, consequences, or liability arising from or relating to the Digital Marketing Services following Client’s issuance of Publishing Consent.

12.3
It is the Client’s sole responsibility to evaluate the accuracy, usefulness, completeness, and appropriateness of any Digital Media Content, including Digital Media Content that may be offensive, indecent or objectionable. Under no circumstances shall AUTOREMIND be liable for any Digital Media Content, including, but not limited to, for any errors or omissions in any Digital Media Content, or for any loss or damage of any kind incurred as a result of the use of any Digital Media Content sent, accessed, published, or otherwise transmitted via the Website.

13. PAYMENT

13.1
All fees, costs, and expenses in connection with the Digital Marketing Services and any SOW shall be due on receipt of AUTOREMIND’S invoices and in accordance with the SOW.

14. PROJECT RESTART FEE

AUTOREMIND shall charge the Client any fees due and owing for time already spent on a Project if either: (a) Client does not respond in a meaningful manner to AUTOREMIND within thirty (30) days of AUTOREMIND’s last communication, or (b) Client wishes to pause the Project for more than thirty (30) days.

Version of November 28, 2023.