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Autonomized Business Terms of Service

Version AUT-TOS-2026-09-15.1. Applies when validly accepted. Published September 15, 2026 (UTC). These Terms do not amend an existing agreement until validly accepted through the applicable amendment process. Existing prices and accrued rights are preserved.

Important notice before signing

Autonomized LLC provides business software with artificial intelligence and automation. Anna can make mistakes, including mistakes involving communications, prices, appointments, payments, records, and confidential information. Automation requires authorization, suitable controls, and appropriate human oversight. It is not a guarantee of accuracy, legal compliance, business results, or uninterrupted operation.

These Terms contain substantial allocations of responsibility, customer indemnities, exclusions of damages, and limits on liability. For U.S. Customers, Section 23 includes individual arbitration and a class-action waiver, with exceptions and a 30-day arbitration opt-out. Section 19 contains a limited release of specified claims, including certain claims involving ordinary negligence. These provisions do not eliminate every remedy, bind people who have not agreed to them, or waive rights that law protects from waiver. UK and EU Customers receive the regional provisions in Section 24.

The individual signing for a business must have actual authority to bind that business. Each person accessing a workspace must separately accept the User Access Terms. Read, download, and retain the agreements before signing. Do not sign on behalf of someone whose authority you do not hold.

1. Parties and definitions

Autonomized, we, us, and our mean Autonomized LLC, a Wyoming limited liability company. Customer, you, and your mean the legal business identified in the accepted Order, including a sole proprietor acting for business purposes. They do not automatically include a Customer's separate affiliates, clients, employees in their personal capacity, or communication recipients.

Services means the Autonomized CRM, Anna assistant, hosted software, approved applications, APIs, and associated services specified in an Order. Order means a completed order form or checkout record affirmatively accepted by Customer and accepted by Autonomized. Authorized User means a named individual permitted to use a workspace through the access controls. Customer Content includes data, files, instructions, recordings, prompts, knowledge, contact lists, and other material supplied by or for Customer. Output means content or recommendations generated through the Services. Action means an operation performed through the Services, including sending a message, changing a record, booking an appointment, or initiating an authorized payment-related step.

Workspace means a logically identified business account. Customer Systems means systems, accounts, devices, websites, numbers, domains, or integrations owned or selected by Customer. DPA means the accepted Data Processing Addendum and its completed schedules. AI Addendum means the accepted AI, Automation, and Communications Addendum, including its completed authority schedule. Protected Parties means Autonomized and its members, managers, directors, officers, employees, and contractors acting in connection with the Services, together with licensors where a provision expressly includes them.

2. Business eligibility and authority

The Services are offered for lawful business and professional use, not personal, household, or family use. Customer must provide its correct legal name, business address, country, and billing details, and keep them current. A trade name alone is insufficient where the legal contracting party is a person or another entity.

An organizational signer represents that they are at least 18, have actual authority to bind the named Customer, have reviewed the applicable agreements, and intend their affirmative electronic signature to bind that Customer. A workspace role called “admin” does not by itself prove legal signing authority. Autonomized may request reasonable business-authority evidence before activation or an ownership transfer.

Only named Authorized Users may access the Services. Customer must remove access promptly when a person's authority ends. Shared credentials, unauthorized access to another client's workspace, and using another person's signature are prohibited. Customer is responsible for its users' use within their assigned authority and for its own failures to manage access; this does not transfer losses attributable to an Autonomized security failure irrespective of Customer's conduct.

Government entities and customers needing sector-specific or public-procurement terms require a separately accepted agreement. A prohibited or unsupported jurisdiction, industry, dataset, or activity does not become authorized merely because a signup or payment succeeds. Mandatory consumer protections apply if a person legally qualifies as a consumer despite the business-use description.

3. Agreement documents and precedence

The agreement consists of these Terms, any accepted Order, the AI Addendum, the DPA when personal data is processed for Customer, the User Access Terms for individual users, and an Agency Addendum if applicable. The Privacy Notice describes data practices; acknowledging it is not a blanket consent or a release of privacy rights.

If documents conflict, mandatory applicable law controls first; applicable standard contractual clauses and their UK Addendum control within their subject matter; the DPA controls personal-data processing; regional provisions control their stated issues; an individually negotiated, signed amendment controls a specific commercial provision it expressly identifies; the Order controls price, purchased scope, term, and selected options; the AI or Agency Addendum controls its specialized subject matter; and these Terms control remaining issues. A routine order entry, purchase order, invoice footer, or support message does not override a liability, security, privacy, or dispute provision. A commercial amendment cannot reduce mandatory transfer safeguards.

Earlier agreements and conduct remain governed by the agreements and law applicable to them. These Terms do not release historical claims, transfer a predecessor's liabilities, change an existing price, or establish an LLC succession or novation. Any such transaction requires a separate, accurate agreement.

4. Formation, first access, and electronic records

An authorized business representative may sign these Terms and the AI Addendum as a master agreement before selecting an Order. That master signature alone creates no new purchase, charge, subscription term, or autonomous permission. A paid Order and any required processing schedules must be completed separately before their corresponding services begin.

Autonomized conditions initial CRM access on completion of the applicable business agreements and the accessing individual's User Access Terms. Identity verification, agreement review, signing, support, cancellation, and exercising legal rights may occur through a restricted access area before operational access. Accepting these Terms is not consent to marketing and is not authorization to start autonomous or paid work.

Customer agrees to conduct this transaction electronically. An unchecked acceptance control, typed signer name and title, authority attestation, and a clearly labelled signature action together express the signer's intent to sign the identified agreements. Autonomized will provide a retainable copy of the accepted documents and the acceptance receipt. Where law requires additional electronic-disclosure consent or another execution form, that requirement controls.

Acceptance records identify the business, workspace or linked account, authenticated signer, exact agreement versions and content hashes, signature action, and server-recorded time. Reasonably necessary authentication and request metadata may be retained as explained in the Privacy Notice. The signed document must be available with the record; a hash alone is not the agreement. Historical records are preserved when a later version is accepted.

Declining a proposed new agreement does not waive existing rights or prevent lawful cancellation, receipt retrieval, support, data-rights requests, or legally required export. It may prevent a new subscription or future service after the existing contract is properly ended. Autonomized will not deem a checkbox preselected by software, a successful charge, an invitation, or an AI-generated statement to be a signature.

5. Service scope and operational responsibility

During the applicable subscription, Autonomized grants Customer a limited, nonexclusive right to access the purchased Services for its business, subject to these agreements. Customer may authorize permitted workflows on its behalf. This software authorization does not make Anna a separate legal person or establish a general partnership, employment relationship, fiduciary relationship, or unrestricted legal agency between Customer and Autonomized. Legal responsibilities depend on actual conduct and applicable law.

Only functionality expressly included in the accepted Order is purchased. Demonstrations, examples, estimates, and future product descriptions are not a service-level commitment or a guarantee of results. Autonomized may improve or modify the Services, but will not use that right to avoid an express obligation or materially remove purchased core functionality during a paid term without a suitable remedy. A materially affected Customer may terminate the affected portion and receive a proportionate refund of unused prepaid service fees if a reasonable replacement or correction is not provided.

Autonomized will perform expressly agreed services with reasonable care and skill. Customer must supply accurate information, authorized access, and timely decisions needed for its deployment. Each party remains responsible for obligations imposed directly on it by law. Customer's compliance duties do not excuse Autonomized from its own privacy, security, communications, or other legal duties.

6. AI risks and reliance

Anna and other automated features can produce confident but inaccurate, incomplete, outdated, misleading, biased, inappropriate, or fabricated content. They can mishear speech, mistranslate, misunderstand context, select an incorrect recipient, reveal information improperly, misapply business rules, or fail to recognize a request requiring escalation. Output can differ for similar inputs and need not be unique or eligible for intellectual-property protection.

Actions can be late, duplicated, incomplete, incorrectly reported, or impossible to reverse. Examples include an incorrect quote or discount, a missed lead, a double booking, a changed CRM field, a premature follow-up, an incorrect invoice reference, or a message sent before a cancellation takes effect. A dashboard status, model explanation, confidence indication, or plausible summary is not independent proof that an external action succeeded.

External content can contain deceptive instructions. Customers and their staff must treat emails, attachments, webpages, and caller statements as potentially untrusted, and must not instruct Anna to bypass permissions, consent, review, spending controls, or identity checks. Safeguards reduce risk but do not promise to detect every attack or mistake.

Customer accepts the ordinary disclosed risks of using authorized automation, subject to Autonomized's express obligations and the limits in Sections 19–21. A known risk is not an agreement that every software defect, security failure, or unauthorized act is acceptable. No general risk acknowledgment excuses a failure to honor an express action boundary.

7. Human oversight and authority boundaries

Before enabling a workflow, Customer must approve its purpose, data sources, channels, permitted recipients, available tools, spending limits, escalation contact, and actions requiring human approval. Customer must verify material business rules, including prices, tax treatment, discounts, cancellation terms, operating hours, and availability. Customer must keep those rules current and review activity at a frequency appropriate to the foreseeable harm.

Draft-only operation requires approval before external use. Supervised operation permits only the actions individually approved through the applicable controls. Autonomous operation permits only the documented categories and limits affirmatively enabled by an authorized Customer representative. Signing the AI Addendum alone does not turn on autonomous operation, approve an individual transaction, or increase a spending limit.

Customer must reserve human review for consequential or regulated decisions and for commitments outside an expressly approved catalog or policy. It must designate a reachable human escalation contact and maintain a practical fallback when the Services are unavailable. Customer must promptly pause affected work and notify Autonomized when it discovers a material mistake, unauthorized action, consent failure, or security issue.

Autonomized must honor the action restrictions it expressly undertakes to enforce. No permission inferred from conversational wording overrides an explicit deny rule or approval requirement. An issued action may already be in progress when a stop request arrives; the Services must communicate that limitation accurately. Contractual allocation between the parties does not determine whether a third party may enforce a representation made to them.

8. Restricted activities and sensitive uses

Customer must not use the Services for unlawful discrimination, deception, impersonation, harassment, prohibited surveillance, fraud, phishing, malware, infringement, unauthorized access, unlawful collection of data, or circumvention of technical safeguards. Customer must not fabricate consent, customer testimonials, reviews, signatures, receipts, qualifications, or performance evidence.

The standard Services are not an emergency-response system, a substitute for emergency numbers, or a safety-critical control system. They must not be the sole means of handling threats to life, urgent medical care, or hazardous physical operations. Customer must not market them as having emergency dispatch capability unless a separately approved service actually provides it.

Without a separately executed agreement and verified appropriate safeguards, the standard Services may not process protected health information requiring a HIPAA business associate agreement; payment-card authentication data; passwords or one-time authentication codes in ordinary prompts; biometric identification templates; children's sensitive data; criminal-offence data; or special-category personal data. Unexpected sensitive information must be handled under the incident and minimization process, not ignored because it was prohibited.

The standard Services must not make final eligibility or adverse decisions about employment, credit, housing, insurance underwriting, education access, essential benefits, criminal justice, or other legally significant matters without separately approved controls and legal review. Administrative support for a regulated business is not automatically prohibited, but it does not authorize regulated advice, diagnosis, representation, debt-collection conduct, or consequential automated decisions. Anna does not provide legal, medical, investment, tax, accounting, or other licensed professional advice.

9. Calls, texts, email, recording, and recipient rights

Customer must identify the actual business communicating with a recipient and obtain the legal basis, consent, disclosures, registrations, and permissions required for the particular channel, content, recipient, location, and technology. The AI Addendum supplies additional contractual requirements. A business relationship, public phone number, imported contact, paid subscription, or CRM signature does not alone authorize marketing calls or messages.

Customer must keep reliable consent records; honor objections and revocations; maintain suppression lists; apply applicable calling hours; use accurate caller and sender identification; and comply with channel-provider rules. Marketing consent must be separate from acceptance of platform agreements and must not be required as a condition of purchasing where prohibited. Autonomized may apply a stricter consent policy than a statutory minimum.

Customer must not use purchased, rented, scraped, harvested, or other unverified third-party lists for automated outbound contact through the Services. Lawfully obtained information used for an otherwise permitted non-contact purpose does not create outbound consent. Carrier registration or a provider's acceptance of a campaign is not legal approval.

AI identity and any recording or transcription must be disclosed appropriately. Where recording requires prior consent, recording must not start before that consent. An alternative must be offered where required and feasible. A participant's refusal must be respected. Customer may not remove required AI labels, recording notices, opt-outs, or sender identity.

Recipients are not parties to Customer's agreement merely because Customer uploaded their data or contacted them. Nothing here releases their claims or restricts their rights to complain, opt out, seek compensation, or contact regulators. Autonomized retains responsibility for duties that apply directly to its own role.

10. Third-party services and data connections

Customer authorizes the limited access to Customer Systems needed for its selected integrations and instructions. It must have authority to grant that access and comply with the integration provider's applicable terms. Connection of an account is not approval of every available action; workflow permissions remain separate. Customer must not supply another person's credentials without authority.

Independent third-party services can change, fail, suspend accounts, reject traffic, or lose functionality. Autonomized does not warrant their uninterrupted availability or an integration's indefinite compatibility. Customer remains responsible for its direct provider relationships and must maintain necessary licenses and subscriptions.

Autonomized is responsible for its contracted subprocessors as stated in the DPA. A provider used by Autonomized to perform its own contractual obligations is not excluded from those obligations merely by calling it a third party. Autonomized will reasonably assist with failures within its agreed support scope and notify Customer of material integration changes when reasonably practicable.

Number procurement and porting require express authority and accurate ownership information. Portability, release timing, fees, and retention depend on the provider and the accepted Order. Customer should request a transfer before cancellation where needed; Autonomized will not promise immediate porting or destroy a number while an agreed transfer is being processed without appropriate notice.

11. Fees, renewal, cancellation, and refunds

The Order must display the applicable plan, currency, taxes, billing party, service scope, usage rate schedule, spending limits, renewal terms, and billing start before acceptance. The current published Business offer is $449 per workspace per month plus authorized usage. An enterprise, agency, promotional, or trial arrangement applies only as accurately specified in the accepted Order. These Terms do not introduce a new annual commitment, minimum purchase, platform-fee waiver, or agency price.

The published seven-day $99 limited-access trial and any advertised refund rights applicable to an accepted purchase must be reflected accurately in that Order. Autonomized will not use these Terms to withdraw a promised refund, retroactively change a rate, or convert an ambiguous offer into an undisclosed charge. A legacy first-month platform-fee waiver continues only where already agreed; it does not waive usage charges.

Customer authorizes charges for the subscription and usage specifically accepted in its Order. Additional paid usage beyond the agreed spending limit requires affirmative authorization to increase that limit. Taxes, legally required adjustments, and previously incurred authorized usage must be separately explained where relevant; a liability indemnity is not permission to debit an unlimited amount from a stored payment method.

Monthly subscriptions renew monthly unless the Order states another agreed arrangement. Customer may cancel using the designated billing control or support channel; cancellation prevents future renewal according to the Order. Autonomized must preserve a practical cancellation route even if Customer declines revised legal terms or loses ordinary workspace access. Cancellation does not eliminate lawful charges already incurred, and statutory refunds or other mandatory remedies remain available.

Autonomized may change prospective renewal pricing after at least 30 days' clear advance notice, or any longer period required by the Order or law, allowing cancellation before the increase. It may not apply an increase to a prepaid term. A material change requiring affirmative assent will not be imposed solely by posting a webpage.

Customer should promptly report billing errors. A failure to report within a requested administrative period does not extinguish a mandatory dispute right. Lawful chargebacks and payment disputes are permitted; fraudulent disputes or intentional nonpayment may constitute breach. No fine, penalty, collection charge, or acceleration of future fees is imposed merely for making a good-faith complaint.

12. Carrier assessments and external costs

Customer must reimburse documented carrier or provider assessments actually charged to Autonomized to the extent caused by Customer's unlawful traffic, inaccurate registration, unauthorized content, or breach of its communications obligations. Reimbursement excludes the share attributable to Autonomized's breach, faulty platform enforcement of a correctly supplied suppression, unauthorized action, or other responsibility that law does not permit shifting.

Autonomized must identify the assessing entity, affected campaign or traffic, stated reason, amount charged, and available supporting record. Customer has a reasonable opportunity, ordinarily at least ten business days, to dispute the allocation or assist an appeal. Urgent protective suspension may occur sooner. Autonomized must reasonably cooperate, avoid duplicate recovery, apply credits or reversals, and pass through only the documented amount without an undisclosed markup.

A stored payment method will not be charged for a disputed assessment without separate authorization or another lawful basis clearly established by the accepted Order. Autonomized may invoice substantiated amounts and pursue contractual remedies. This section does not transfer non-transferable regulatory penalties, bind a regulator, or promise that an upstream provider will waive its own claim.

13. Customer Content and intellectual property

As between the parties, Customer retains its rights in Customer Content. Customer grants Autonomized a limited right to host, process, transmit, reproduce, and display it as necessary to provide and secure the agreed Services, follow lawful instructions, support Customer, and satisfy legal obligations. This is not a transfer of ownership or a license to advertise with identifiable Customer Content.

To the extent Autonomized owns transferable rights in Output generated specifically for Customer, Autonomized assigns those rights to Customer, subject to third-party rights, underlying service technology, and payment obligations. This does not promise that Output is unique, copyrightable, accurate, or free of third-party rights. Customer must verify licenses, trademarks, publicity rights, and permitted uses before relying on or publishing material.

Autonomized retains its software, documentation, design systems, generic methods, and pre-existing materials. Customer may not resell or white-label the Services except under an Agency Addendum, remove notices, circumvent access controls, or reverse engineer except to the extent law permits despite the restriction. These limits do not prohibit protected interoperability, security reporting, or other nonwaivable activities.

Feedback may be used to improve the Services without payment, but this does not grant rights to Customer's confidential data, personal information, or third-party intellectual property contained in feedback. Use of Customer's name, logo, recordings, or results in marketing requires separate permission. Neither party may imply endorsement without authority.

14. Confidentiality

Each party must protect the other's nonpublic business, technical, financial, security, and customer information received in connection with the agreement, using reasonable care and limiting access to people with a need to know and confidentiality duties. Use is limited to performing or exercising rights under the agreement. Information independently developed, lawfully received without restriction, or public without breach is excluded.

A legally compelled disclosure may be made to the extent required, with advance notice where lawful and reasonable cooperation to limit unnecessary disclosure. Neither confidentiality nor dispute provisions prohibit communications with counsel, insurers, regulators, law enforcement, or protected whistleblower and security-reporting channels.

Confidentiality continues for five years after termination and, for trade secrets, while they legally remain trade secrets. Personal data remains subject to the DPA and applicable law for as long as held. Confidentiality cannot be used to suppress honest reviews or lawful evidence.

15. Privacy, security, and data use

The DPA governs personal data processed for Customer. Autonomized determines the purposes and means of processing certain account, billing, security, and business-administration information described in the Privacy Notice. A contract label does not change the actual legal role.

Autonomized will implement and maintain the safeguards documented in the completed security schedule and appropriate to the processing risk. Customer must maintain secure devices, appropriate user permissions, and authentication controls offered for its deployment. Neither party promises absolute security. Customer's responsibilities do not excuse Autonomized from the safeguards it undertakes to provide.

Autonomized will not use Customer Content to train a general-purpose model for unrelated customers or permit its AI subprocessors to do so without a separate, specific lawful authorization and a supporting contractual basis. Limited processing to deliver the requested function, perform authorized retrieval or customization for that Customer, and investigate security or service defects is governed by the DPA. A general statement that data may “improve AI” is not an unrestricted training permission.

Autonomized will notify and assist Customer concerning qualifying incidents as stated in the DPA. Customer must promptly report suspected compromise and reasonably assist containment. No confidentiality or approval clause allows either party to miss a legally required notification deadline.

16. Data access, export, and exit

Customer may obtain its Customer Content through supported exports or the agreed support process, subject to reasonable identity checks and lawful restrictions. An export is not promised to reproduce proprietary software, third-party licenses, or data the Customer has no right to receive. Autonomized will identify any material export limitations before agreeing to them.

Unless the Order or mandatory law provides more, Customer will have 30 days after termination to request export of remaining Customer Content. Operational CRM access may end while a restricted export or support route remains. Deletion follows the DPA and the completed retention schedule, including backup expiry and restricted legal holds. Autonomized will not withhold an export that law requires solely as leverage for disputed payment.

Customer should maintain appropriate independent continuity arrangements for business-critical records. This responsibility does not release Autonomized from an expressly agreed backup, restoration, or export obligation. Contract and consent evidence may be retained separately for proportionate legal and compliance purposes.

Where applicable, the EU Data Act Switching and Exit Rider controls over inconsistent exit, timing, fee, and portability terms, including the general 30-day post-termination export-request provision. Its mandatory retrieval period runs from the relevant switching transition, and must not be shortened by account closure.

17. Suspension, termination, and service continuity

Autonomized may suspend the affected activity where reasonably necessary to address unlawful use, credible security threats, provider requirements, material breach, or imminent harm. It should use a proportionate scope and provide notice and an opportunity to remedy where lawful and practical. Emergency suspension may precede notice. A suspension is not a finding that every alleged violation occurred.

Either party may terminate for material breach not cured within 30 days of written notice, or sooner if the breach cannot lawfully or reasonably be cured. Nonpayment suspension requires notice and an opportunity to resolve a genuine billing dispute, except where ongoing paid usage lacks authorization. Either party may decline renewal with timely notice under the Order.

On termination, authorized future work must stop, access is limited to necessary exit functions, and accrued lawful fees remain payable. Customer receives unused prepaid fees where termination results from Autonomized's uncured material breach or termination for convenience, subject to the Order and mandatory law. Ending service does not erase earlier accepted agreements, records, or claims.

18. Warranties and disclaimers

EXCEPT FOR EXPRESS COMMITMENTS IN THE AGREEMENT AND RIGHTS THAT CANNOT LAWFULLY BE EXCLUDED, THE SERVICES AND AI OUTPUT ARE PROVIDED AS AVAILABLE. AUTONOMIZED DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT TO THE EXTENT PERMITTED BY APPLICABLE LAW.

Autonomized does not guarantee error-free AI, perfect security, uninterrupted availability, successful delivery of every communication, regulatory approval, collection of an invoice, profitability, revenue, customer satisfaction, bookings, or elimination of human work. Numerical examples and demonstrations require their own truthful context and are not customer results merely because they appear on the website.

An express obligation, including reasonable care and skill, agreed safeguards, authorized spending limits, a refund promise, or the DPA, is not disclaimed by this section. Customer's professional and commercial judgment remains necessary. A disclaimer does not cure misleading advertising or a misleading statement by Autonomized.

19. U.S. limited risk release

THIS SECTION APPLIES ONLY TO U.S. BUSINESS CUSTOMERS AND ONLY TO THE EXTENT ENFORCEABLE UNDER APPLICABLE LAW. IT DOES NOT APPLY TO UK OR EU CUSTOMERS.

In consideration of the Services and the agreed allocation of risk, Customer releases the Protected Parties from Customer's own waivable claims for ordinary economic loss caused by: (a) inaccuracies in AI Output generated and used within the documented authority and agreed safeguards; (b) Customer's inaccurate business information, unlawful instructions, or failure to perform its required review; and (c) interruption of independently selected Customer Systems outside Autonomized's control. To the extent enforceable, this limited release includes ordinary negligence in connection with those specified risks. It is not a release of every claim related to the Services.

The release does not cover fraud, intentional misrepresentation, gross negligence, willful or wanton misconduct, death or personal injury, violation of an express agreement obligation, failure to enforce an expressly agreed authorization boundary, breach of confidentiality or data-protection obligations, or any nonwaivable right. It does not release anyone else's claim, including a client's, employee's, or recipient's claim. It is not a release of known or unknown historical disputes.

Customer agrees not to pursue a claim validly released by this section, but remains free to challenge the release's validity and pursue any unreleased claim. No automatic fee or penalty applies merely because Customer files a complaint or a decision-maker rejects this release. If the release is unenforceable, the separate liability limitations apply only to the extent independently enforceable.

20. Excluded losses and liability limits

SUBJECT TO SECTION 21 AND THE REGIONAL TERMS, NEITHER PARTY IS LIABLE TO THE OTHER FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL LOSS, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR LOSS OF GOODWILL TO THE EXTENT THOSE LOSSES ARE INDIRECT OR CONSEQUENTIAL. Direct loss is not converted into indirect loss solely by its label. Reasonable direct costs of restoring data caused by a proven breach remain subject to the applicable cap rather than being automatically excluded as “data loss.”

U.S. general cap. Autonomized's aggregate liability to Customer under or in connection with the agreement will not exceed the greater of (a) fees paid or payable to Autonomized for the affected Services in the three months preceding the event giving rise to liability, and (b) US $1,000. Fees include subscription and service usage fees, but exclude taxes, Customer's own sales proceeds, and reimbursed third-party assessments.

UK/EU general cap. For a UK or EU Customer, the corresponding general cap is the greater of (a) those fees for the preceding twelve months and (b) US $2,500 or its equivalent in the Order currency. The regional reasonableness and mandatory-law provisions remain controlling.

Confidentiality and security cap. Liability to Customer for Autonomized's breach of its express confidentiality, security, or DPA obligations is subject to twice the applicable general cap, except for liabilities excluded from limitation by Section 21 or mandatory transfer clauses. This higher limit replaces rather than adds to the general limit for the same loss. It does not cap a data subject's statutory claim.

Claims arising from the same or substantially related event are treated together, using the earliest event for the lookback. Customer and those claiming through it may not recover the same loss multiple times or multiply an aggregate limit by naming multiple Protected Parties. This provision does not merge genuinely independent third-party statutory rights into Customer's cap. The limits apply across legal theories, including contract and ordinary negligence, only where lawful.

21. Rights and liabilities preserved

No release, damages exclusion, indemnity, arbitration term, or cap limits liability or a remedy to the extent law prohibits doing so. In particular, the agreement does not exclude or limit fraud, fraudulent misrepresentation, gross negligence, willful or wanton misconduct, death or personal injury caused by negligence, or other nonexcludable liability. The parties preserve mandatory privacy, data-transfer, consumer, accessibility, civil-rights, public-injunctive, and regulatory rights as applicable.

Customer's obligation to pay properly authorized service fees and substantiated amounts under Section 12 is not limited by Autonomized's liability cap. Customer's indemnity obligations under Section 22 are not subject to that cap; they remain subject to their own scope, causation, exclusions, regional law, and defense safeguards. Required refunds and return of money that was never authorized are not absorbed into a damages cap to avoid repaying those amounts.

Neither party may obtain double recovery. Each must take reasonable steps to mitigate avoidable loss where the law requires. Nothing imposes a shortened contractual limitation period, denies a lawful chargeback, prohibits an honest review or regulator report, or requires a person to waive another person's rights. The agreement does not promise any particular insurance coverage.

22. Customer defense and indemnification

Customer will defend the Protected Parties against third-party claims to the extent caused by: Customer Content supplied without necessary rights; Customer's unlawful instructions, offers, goods, services, or communications; Customer's failure to obtain or honor required consent; Customer's unauthorized integrations or access; Customer's material breach of the AI or Agency Addendum; or Customer's false representations about Autonomized or the Services. Customer will pay resulting damages finally awarded, reasonable defense costs, and settlements approved under this section. A regulatory assessment is included only to the extent it can lawfully be allocated and is attributable to Customer's conduct.

The indemnity excludes the portion caused by Autonomized's breach, unauthorized action, negligence, unlawful processing, or other fault. Customer does not indemnify Autonomized for Autonomized's independent misconduct merely because the claim mentions Customer's account. An underlying allegation triggers a defense only to the extent it falls within an indemnified category; the final allocation must reflect actual responsibility.

Autonomized must give reasonably prompt notice, with late notice relieving Customer only to the extent it materially prejudices the defense. Customer may control the defense through competent counsel reasonably acceptable to Autonomized, subject to conflicts of interest and regulatory requirements. Autonomized may participate at its own expense unless separate counsel is reasonably required by a material conflict attributable to the claim. No settlement may admit fault, impose a nonmonetary obligation, impair rights, or fail to release an indemnified party without that party's prior written consent, not unreasonably withheld.

If Customer fails to provide a required defense after reasonable notice, Autonomized may reasonably defend and seek recoverable costs, subject to the same allocation and exclusions. Autonomized must cooperate reasonably. Reimbursement under Section 12 and this section may not duplicate the same expense. For UK and EU Customers, an indemnity is enforceable only within applicable fairness, reasonableness, and mandatory-law limits.

23. U.S. disputes, arbitration, and governing law

This section applies to U.S. business Customers. New York law governs the agreement, excluding conflict rules that would defeat this agreed choice, except that the Federal Arbitration Act governs the arbitration agreement and mandatory applicable law remains effective. State courts in New York County, New York, and the United States District Court for the Southern District of New York, where subject-matter jurisdiction exists, are the agreed courts for disputes not subject to arbitration, subject to the exceptions below.

Informal resolution. Before starting arbitration, either party may send a written dispute notice identifying the claimant, agreement, relevant facts, and requested relief. The parties will make a good-faith effort to resolve the matter for 30 days after receipt. Applicable limitation periods are tolled during this period to the extent legally effective; either party may file to preserve a deadline or obtain urgent relief. No notarized form, personal appearance, special wording, or undisclosed documentation is required to raise a dispute.

Individual arbitration. Except for the exclusions and opt-out below, Customer and Autonomized agree to resolve disputes arising from the agreement or Services by binding arbitration administered by the American Arbitration Association under its applicable Commercial Arbitration Rules. The rules and fee schedules are available from AAA. If AAA determines that its Consumer Arbitration Rules or mandatory due-process standards apply, those rules and standards control. Autonomized must satisfy applicable administrator registration and payment requirements; failure to do so cannot be used to deprive Customer of a forum.

One neutral arbitrator will decide the dispute. The parties may proceed by documents, video, or telephone where appropriate; an in-person hearing location must comply with applicable administrator rules and law and must not make the proceeding prohibitively inaccessible. The arbitrator may award relief available under applicable law on an individual claim, must provide a reasoned written decision, and must respect nonwaivable rights. Courts decide whether an agreement to arbitrate was formed and whether the class-action waiver is enforceable. Other allocation of decision-making follows applicable law and rules.

Costs. Filing, administration, and arbitrator costs follow the applicable rules and law. Autonomized will pay amounts it is required to bear to keep arbitration accessible and enforceable. Each party ordinarily bears its own legal fees, except an award expressly permitted by governing law or a valid applicable indemnity. There is no automatic fee shift because a Customer loses or challenges the clause.

Class-action waiver. EACH PARTY AGREES TO BRING ARBITRABLE CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, NOT AS A CLASS REPRESENTATIVE OR CLASS MEMBER, TO THE EXTENT LAWFUL. No consolidated or representative merits proceeding occurs without the required consent or authority under mandatory law. Applicable administrator procedures for coordinated filings may still operate; this clause does not add a mandatory batching delay or an artificial filing barrier. A court decides a challenge to this waiver. If the waiver is unenforceable for a particular claim or requested remedy, that claim or remedy proceeds in a competent court to the extent required, while severable arbitrable claims remain in arbitration.

Exceptions. Either party may pursue an eligible individual small-claims case, seek temporary relief to prevent imminent misuse of confidential information or intellectual property, or make protected regulator or law-enforcement reports. Claims and remedies that law excludes from mandatory arbitration, including nonwaivable public-injunctive relief where applicable, are preserved. Statutory rights of nonparties and data subjects are not subject to this clause through Customer's signature.

Opt-out. Customer may opt out of arbitration and the related class-action waiver by sending written notice within 30 days after its first acceptance of this arbitration provision to support@autonomized.io. The notice need only identify Customer and state that it opts out. A timely opt-out does not affect access, price, or other contract terms. Autonomized will acknowledge it and retain it with the agreement record. If arbitration is opted out, unavailable under applicable administrator rules, or unenforceable, the agreed courts decide the dispute subject to mandatory forum rights. Neither party must agree to a substitute administrator it has not accepted.

The agreement does not release pre-acceptance disputes or retroactively send them to arbitration. Amendments materially changing dispute resolution require fresh affirmative acceptance and operate prospectively. Judicial review of an arbitration award is limited as provided by law. Arbitration is a dispute forum, not a promise that Customer has no remedy.

24. UK and EU business Customers

United Kingdom. English law governs the agreement for a Customer whose principal place of business is in the UK, and the courts of England and Wales have jurisdiction over business contract disputes, subject to mandatory local law, jurisdiction, and statutory rights. The U.S. release, mandatory arbitration, and class-action waiver do not apply. Contractual limitations must satisfy applicable reasonableness requirements, including the Unfair Contract Terms Act 1977 where applicable. Liability for death or personal injury caused by negligence, fraud, and other nonexcludable matters is preserved. Customers in Scotland or Northern Ireland retain any mandatory local protections; this clause is not a representation that all UK contract rules are identical.

European Union. For an EU Customer, Irish law governs the business agreement and the courts of Ireland are the selected forum for business contract disputes, subject to mandatory applicable law and the jurisdiction provisions of the DPA and standard contractual clauses. The U.S. release, mandatory arbitration, and class-action waiver do not apply. No choice of law or forum removes mandatory protection applicable to the transaction or deprives data subjects or public authorities of their lawful forums and remedies. A country-specific signed rider controls where required before service is offered there.

Role-specific AI obligations. Each party must perform obligations applicable to its actual role under relevant AI law. Customer must not remove necessary AI interaction disclosures or machine-readable provenance features. Autonomized does not transfer its own provider obligations to Customer by calling Customer a deployer. White-labeling, substantial changes, a change of intended purpose, or consequential use may require separate assessment before activation.

Personal data and international access. UK/EU availability requires a completed DPA, lawful transfer arrangements where required, appropriate notices, and any legally required representatives and assessments. Selecting a region or agreeing to these Terms does not itself complete those requirements. GDPR and UK GDPR obligations must be assessed separately where their rules differ.

EU Data Act. For Services subject to the EU Data Act's data-processing-service requirements, the completed Switching and Exit Rider applies. Unfair unilaterally imposed data-related terms are not enforceable where the Act prohibits them. No liability cap, technical restriction, or confidentiality clause may be used to defeat a mandatory data-access, switching, or remedy right.

25. Other legal terms

Neither party is liable for a delay directly caused by an event beyond its reasonable control that it could not reasonably prevent or mitigate, but it must notify the other, mitigate, and resume performance promptly. This does not excuse a failure to maintain expressly promised security or continuity measures, waive accrued duties, or permit retention of prepaid fees for indefinitely undelivered service. After a material interruption exceeding 30 days, either party may terminate the affected portion, with a proportionate refund of unused prepaid fees where appropriate.

Customer may not assign the agreement without reasonable consent, except as expressly agreed for a business successor. Autonomized may assign it to an affiliate or genuine successor to the relevant business if the successor assumes its obligations, applicable data-transfer requirements are met, and the transfer does not materially reduce Customer's rights. Assignment does not retroactively substitute Autonomized for a legacy sole proprietor or release that person's liabilities.

The agreement is the entire agreement on its subject matter, but it does not exclude liability for fraud or other nonwaivable misrepresentation. No waiver is inferred merely from delay. A provision that cannot be enforced will be severed or narrowed only as law permits; the remainder survives where it can operate independently. Severability is not a guarantee that a court will rewrite an unfair term.

Protected Parties may invoke protections expressly granted to them only within their lawful scope; no other third-party contractual benefit is intended except rights expressly granted by the DPA, transfer clauses, or mandatory law. No person is obligated merely by being described as a beneficiary. Sections concerning accrued fees, rights in data and intellectual property, confidentiality, lawful evidence retention, liability, indemnity, dispute resolution, and provisions needed to give them effect survive termination within their stated scope.

26. Notices and changes

Legal-notice email: support@autonomized.io.

Send ordinary legal and privacy notices to the email above. Contact us there for a suitable postal correspondence channel.

Registered-agent address supplied for Autonomized LLC: 30 N Gould St, Ste N, Sheridan, WY 82801, United States. This is identified as the registered-agent address, not an operating office. Use support@autonomized.io for ordinary legal and privacy correspondence. The registered-agent address is provided for the registered-agent function; it is not represented as an ordinary support mailbox.

Privacy contact: support@autonomized.io. Ordinary support: Autonomized support.

These channels are distinct from legally prescribed service of process, which remains available under applicable law. An address maintained by a registered agent must be identified accurately; it is not represented as an operating office unless it is one. Customer notices go to its designated agreement contact, subject to evidence of receipt and any mandatory notice requirements. Failed delivery must be reasonably addressed; a known bounced email is not effective notice simply because it was sent.

Autonomized will publish separately identified versions and preserve the versions actually accepted. Material changes to liability, arbitration, personal-data use, or other substantive obligations require appropriate advance notice and affirmative acceptance where required, and do not apply retroactively. A new date or an unchanged URL is not proof of agreement to revised text.

By the separate affirmative signature action, Customer agrees to the identified version and incorporated documents. No signature is recorded by merely viewing this document.