Last Updated: October 7, 2024

This Subscription Service Agreement (“Agreement”) is made and entered into by and between AutoSuite (“AutoSuite” or the “Agency”), a California-based company, and the Company or Individual listed in the order signup form (the “Client”), and is effective as of the date of the first payment (“Effective Date”). 

The information provided on this website and in all related materials is accurate to the best of our knowledge at the time of publication. However, as a software company, we are continually improving and updating our services, which means that some details may become outdated over time. We make every effort to ensure the accuracy and relevance of our information by updating it quarterly, but we cannot guarantee that all content will always reflect the latest developments.

The Client’s acceptance of this Agreement is confirmed by their payment for the subscription services, and both parties hereby agree to the following terms and conditions:

1. TERM AND RENEWAL

1.1 Initial Term
The initial term of this Agreement shall commence on the Effective Date and continue for the period selected by the Client during the order process (monthly, quarterly, semi-annually, or annually, collectively referred to as the “Initial Term”).

1.2 Automatic Renewal
Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive terms of equal length to the Initial Term (each, a “Renewal Term”) unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. Failure to provide such notice will result in the automatic renewal of the subscription at the same terms.

1.3 Cancellation of Renewal
The Client may cancel the renewal by providing written notice via email to legal@autosuite.app at least thirty (30) days prior to the renewal date. Upon cancellation, the Agreement will terminate at the end of the current term, and no further payments will be required beyond those already incurred.

2. PAYMENT TERMS

2.1 Subscription Fee
The Client agrees to pay the subscription fees as outlined on the sign-up page, which may vary depending on the type of service package selected (monthly, quarterly, annual). All payments are to be made in advance. The subscription fee shall be charged automatically to the Client’s provided payment method on a recurring basis, depending on the subscription term.

2.2 Non-Refundable Payments
All payments made by the Client under this Agreement are non-refundable. This includes any payments made for the Initial Term or any Renewal Term, regardless of whether the Client uses the services during the term. The Client acknowledges and agrees that all sales are final, and no refunds, credits, or proration of unused time shall be provided.

2.3 Late Payments
If any payment is not received within five (5) calendar days after its due date, AutoSuite reserves the right to suspend or terminate the services provided under this Agreement, without prejudice to any other rights it may have.

2.4 Taxes
The Client shall be responsible for any taxes, including sales, use, excise, and similar taxes, that may be imposed in connection with this Agreement, other than taxes based on AutoSuite’s net income.

3. WARRANTIES AND DISCLAIMERS

3.1 No Guarantee of Results
AutoSuite makes no warranties, whether express or implied, regarding the success or performance of any branding, marketing, or advertising strategies employed for the Client’s business. AutoSuite does not guarantee any specific results or outcomes, and the Client acknowledges that the success of any such campaigns is contingent upon various factors beyond AutoSuite’s control.

3.2 Disclaimer of Warranties
Except as explicitly set forth in this Agreement, AutoSuite disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement of third-party rights.

4. LIMITATION OF LIABILITY

4.1 Limitation on Damages
In no event shall AutoSuite, its affiliates, contractors, employees, vendors, or agents be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages arising out of or related to the services provided under this Agreement, even if AutoSuite has been advised of the possibility of such damages. This limitation applies to damages arising from any cause, including but not limited to breach of contract, negligence, and tort.

4.2 Aggregate Liability
AutoSuite’s total aggregate liability under this Agreement, regardless of the form of the action, shall not exceed the total amount paid by the Client under this Agreement during the twelve (12) months preceding the claim.

4.3 Indemnification
The Client agrees to indemnify, defend, and hold harmless AutoSuite, its affiliates, contractors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses (including attorney’s fees) arising out of or related to the Client’s use of the services provided under this Agreement.

5. TERMINATION

5.1 Termination for Cause
Either party may terminate this Agreement upon written notice to the other party if the other party breaches any material provision of this Agreement and fails to cure such breach within fifteen (15) days after receipt of written notice of the breach.

5.2 Termination without Cause
There are no terminations without cause. All sales are final based on the initial term selected during the payment process. The Client acknowledges that this is a no-cancellation agreement, and they are obligated to complete the term for which they subscribed.

6. RELATIONSHIP OF THE PARTIES

6.1 Independent Contractor
Nothing in this Agreement shall create, or be deemed to create, a partnership, joint venture, agency, or employment relationship between AutoSuite and the Client. Both parties are independent contractors, and no party shall have the authority to act on behalf of or bind the other party in any manner.

7. NON-COMPETE AND CONFIDENTIALITY

7.1 Non-Compete
During the term of this Agreement and for a period of twelve (12) months thereafter, the Client agrees not to engage in, solicit, or contract with any other third-party branding or marketing service providers without the prior written consent of AutoSuite.

7.2 Confidentiality
Both parties agree to keep all confidential information received from the other party confidential. Confidential information includes, but is not limited to, business plans, marketing strategies, pricing information, client lists, trade secrets, and any other proprietary information. This obligation shall survive the termination of this Agreement

8. ADDITIONAL WORK

8.1 Scope of Work
Any additional work required by the Client outside the scope of the services outlined in this Agreement shall be considered an “Additional Project”. AutoSuite will provide a detailed scope and cost estimate for any such Additional Projects, which shall be subject to the Client’s approval prior to commencement.

9. LOGO USAGE

9.1 Client’s Logo
The Client agrees that AutoSuite may use their corporate logo and company name for promotional purposes on AutoSuite’s website, marketing materials, and social media platforms unless the Client expressly opts out in writing via email to legal@autosuite.app.

10. CANCELLATIONS AND REFUNDS

10.1 Non-Refundable Payments
The Client acknowledges and agrees that all subscription payments made under this Agreement are final and non-refundable. The Client shall not be entitled to any refunds or credits for unused services, early termination, or dissatisfaction with the services provided.

11. GOVERNING LAW AND DISPUTE RESOLUTION

11.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California and the federal laws of the United States of America.

11.2 Dispute Resolution
Any disputes arising out of or related to this Agreement shall first be resolved through good faith negotiations between the parties. If such negotiations fail, the dispute shall be submitted to mediation. If mediation fails, the dispute shall be resolved in the state or federal courts located in California, and both parties consent to the exclusive jurisdiction of such courts.

12. SEVERABILITY

In the event that any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the extent necessary to make it enforceable, and the remaining provisions of this Agreement shall remain in full force and effect.

13. FORCE MAJEURE

Neither party shall be liable for any failure to perform its obligations under this Agreement due to any event beyond its reasonable control, including but not limited to natural disasters, war, terrorism, government actions, or other events of force majeure. The affected party must provide written notice to the other party within seven (7) days of such an event and use reasonable efforts to mitigate the effects of the event.

14. ENTIRE AGREEMENT

This Agreement, including any attachments or exhibits, constitutes the entire agreement between the parties and supersedes any prior agreements, negotiations, or understandings, whether written or oral.

15. RECURRING ACH/CREDIT PAYMENT AUTHORIZATION

By entering into this Agreement, the Client authorizes AutoSuite to charge the agreed subscription fees to the Client’s provided payment method on a recurring basis. The Client agrees to provide updated payment information as necessary and acknowledges that no prior notification will be provided for recurring payments unless there is a change in the amount or date of payment, in which case notice will be provided at least ten (10) days in advance.

16. SIGNATURE AND ACCEPTANCE

The Client’s payment of the subscription fees constitutes acceptance of this Agreement and its terms and conditions. No physical signature is required for this Agreement to be legally binding.