Customer Terms of Service
Last Updated: August 3, 2025
These Customer Terms of Service ("Agreement") constitute a legally binding contract entered into by and between Autolake, Inc. ("Autolake," "we," or "us") and the entity or person placing an order for, accessing, or using any Autolake Services ("Customer," "you," or "your"). By accessing, subscribing, or using Autolake's cloud-native data lake platform and associated services ("Services"), you represent and warrant you have full authority to bind your organization and agree to the terms herein.
1. Definitions
2. Services
2.1 Provision and Access
Autolake grants Customer a non-exclusive, non-transferable, limited right to access and use the Services exclusively for Customer's internal business operations, subject to compliance with this Agreement and applicable Order Forms.
2.2 Software Licenses
If applicable, Autolake grants Customer a limited, non-exclusive, non-transferable license to install and use any software components provided as part of the Services strictly for use in conjunction with the Services.
2.3 Ownership
Autolake retains all rights, titles, and interests in and to the Services, Platform, Autolake Materials, documentation, and related intellectual property rights. Customer gains no rights except as explicitly provided herein.
3. Customer Data
3.1 Ownership and Obligations
Customer retains ownership of Customer Data and represents that it possesses all necessary rights and consents to transfer, process, and use Customer Data as contemplated by this Agreement.
3.2 License to Autolake
Customer grants Autolake a worldwide, royalty-free, non-exclusive license to access, use, store, and process Customer Data solely to provide, maintain, enhance, and secure the Services.
3.3 Data Security
Autolake agrees to employ commercially reasonable and industry-standard technical and organizational measures designed to protect Customer Data against unauthorized access, alteration, disclosure, or destruction.
4. Restrictions and Responsibilities
4.1 Usage Restrictions
Customer agrees not to:
- Modify, copy, distribute, or create derivative works from the Services.
- Reverse engineer, decompile, or disassemble the Services.
- Sell, resell, license, sublicense, rent, or lease the Services.
- Use the Services for unlawful, harmful, or competitive purposes.
- Interfere with or disrupt the Services or Autolake's infrastructure.
4.2 Customer Responsibilities
Customer is responsible for Users' compliance with this Agreement, for the accuracy and legality of Customer Data, and for maintaining security credentials for accessing the Services.
5. Payment Terms and Fees
5.1 Fee Payments
Customer shall pay Autolake fees as specified in the applicable Order Form. All fees are non-refundable, and Customer agrees to pay any undisputed invoice within thirty (30) days of receipt.
5.2 Late Payments
Autolake reserves the right to charge interest on overdue amounts at 1.5% per month or the maximum permitted by law, whichever is less.
5.3 Taxes
Customer is responsible for applicable taxes and governmental charges related to the Services, excluding taxes based on Autolake's income.
6. Confidentiality
6.1 Definition
"Confidential Information" includes all non-public information related to a party's business, including Customer Data, Autolake Materials, pricing, technology, and business processes.
6.2 Obligations
Each party agrees to protect Confidential Information received from the other party and not to disclose or use it for any purpose other than to perform obligations or exercise rights under this Agreement.
7. Term and Termination
7.1 Term
This Agreement starts on the Effective Date and continues until all Order Forms have expired or terminated.
7.2 Renewal
Unless otherwise specified, subscriptions automatically renew unless either party provides written notice of non-renewal at least thirty (30) days before renewal.
7.3 Termination
Either party may terminate for material breach not remedied within thirty (30) days of notice. Autolake may immediately terminate for breach of Sections 4 or 6.
7.4 Effect of Termination
Upon termination, Customer's access to Services ends immediately, and Autolake shall delete Customer Data upon Customer's written request.
8. Indemnification
8.1 Autolake Indemnification
Autolake shall defend Customer against third-party claims alleging infringement of intellectual property rights by the Services and indemnify Customer from associated damages.
8.2 Customer Indemnification
Customer shall indemnify Autolake from third-party claims arising from Customer Data or breach of Section 4 (Restrictions and Responsibilities).
9. Limitation of Liability
EXCEPT FOR INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR MISUSE OF INTELLECTUAL PROPERTY, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. AUTOLAKE'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.
10. Governing Law and Dispute Resolution
This Agreement is governed by the laws of Delaware, excluding conflict of law principles. Parties agree to resolve disputes through binding arbitration conducted by JAMS in Delaware following unsuccessful negotiations.
11. General Provisions
11.1 Independent Contractors
The relationship between parties is solely that of independent contractors.
11.2 Assignment
Assignment of rights or obligations requires prior written consent, except for corporate restructuring or acquisitions.
11.3 Publicity
Autolake may identify Customer as a client publicly with Customer's written approval.
11.4 Force Majeure
Neither party is liable for delays or failures due to circumstances beyond its reasonable control.
11.5 Entire Agreement
This Agreement, including referenced Order Forms, represents the entire understanding between parties and supersedes prior agreements or understandings.
For questions or additional information, please contact Autolake at: outreach@autolake.ai