Terms of Service

Last Updated: May 05, 2026

Effective Date: May 05, 2026

These Terms of Service (the "Terms") govern access to and use of the Automatan, Inc. platform, websites, software, APIs, and related services (collectively, the "Service") provided by Automatan, a company organized under the laws of Delaware, United States of America ("Automatan," "we," "us," or "our").

By accessing or using the Service, creating an account, clicking to accept these Terms, or entering into an Order Form that references these Terms, you agree to be bound by these Terms.

If you are using the Service on behalf of a company, organization, or other legal entity, you represent and warrant that you have authority to bind that entity to these Terms. In that case, "Customer," "you," and "your" refer to that entity.

If you do not agree to these Terms, you may not access or use the Service.

1. DEFINITIONS

For purposes of these Terms:

"Acceptable Use Policy" or "AUP" means Automatan's acceptable use policy, as updated from time to time, which is incorporated into these Terms by reference (Acceptable Use Policy).

"Authorized User" means any employee, contractor, agent, or representative authorized by Customer to access or use the Service under Customer's account.

"Confidential Information" has the meaning set forth in Section 13.

"Customer Data" means all data, documents, text, files, records, prompts, inputs, metadata, and other content submitted, uploaded, transmitted, or otherwise made available by or on behalf of Customer or its Authorized Users to the Service.

"DPA" means the Data Processing Addendum made available by Automatan and entered into between Automatan and Customer, where applicable (Data Processing Addendum).

"Documentation" means any usage guides, product documentation, or technical materials made available by Automatan regarding the Service.

"Order Form" means any ordering document, order form, quote, checkout flow, proposal, or other commercial document agreed between Customer and Automatan that specifies subscription scope, pricing, billing, usage limits, or other commercial terms.

"Output" means any analysis, summary, insight, recommendation, classification, score, transformation, structured response, or other result generated by the Service based on Customer Data.

"Privacy Policy" means Automatan's Privacy Policy, as updated from time to time, which is incorporated into these Terms by reference (Privacy Policy).

"Security Incident" means any confirmed unauthorized access to, acquisition of, disclosure of, alteration of, or destruction of Customer Data in Automatan's possession or control, excluding unsuccessful attempts or events that do not compromise Customer Data.

"Service" means the Automatan platform and all related software, models, systems, interfaces, APIs, features, documentation, and functionality made available by Automatan.

"Subscription" means Customer's authorized access to the Service under a purchased plan, subscription, or Order Form during a Subscription Term.

"Subscription Term" means the period during which Customer is authorized to access and use the Service under an active subscription or Order Form.

"Third-Party Services" means any external platform, infrastructure provider, software, website, application, model provider, payment processor, identity provider, storage provider, communication tool, or integration not owned or controlled by Automatan.

"Service Level Agreement" or "SLA" means any service level commitment, uptime guarantee, response time obligation, or service credit arrangement expressly agreed between Automatan and Customer in a written Order Form or separate addendum. In the absence of an express SLA, no uptime, response time, or service credit obligation applies.

2. ELIGIBILITY AND INTENDED USE

2.1 Business Use Only

The Service is intended for business and professional use only. The Service is not intended for personal, household, or consumer use.

2.2 B2B Audience

Automatan is designed primarily for use by businesses, teams, and organizations, including enterprise customers and smaller business customers using self-serve plans.

2.3 Authority

Customer represents and warrants that:

• it has full legal power and authority to enter into these Terms;
• it will ensure that all Authorized Users comply with these Terms; and
• all information provided to Automatan in connection with registration or purchase is accurate and complete.

Automatan may refuse access to the Service where it reasonably believes the Service is being used outside its intended business use case or in violation of these Terms.

2.4 Service Level Agreement

Where Customer has entered into an Order Form that includes a Service Level Agreement ("SLA"), the terms of that SLA govern Automatan's uptime, response time, and service credit obligations for the relevant subscription. In the absence of an express SLA in an Order Form, no uptime guarantee or service credit applies. Customers may contact Automatan to discuss SLA options.

3. ACCOUNTS AND REGISTRATION

3.1 Account Creation

To access certain features of the Service, Customer may be required to create an account or complete an Order Form.

3.2 Account Information

Customer must provide accurate, current, and complete information and keep such information updated.

3.3 Account Security

Customer is responsible for:

• maintaining the confidentiality of account credentials;
• restricting account access to Authorized Users only;
• all activities conducted through its account;
• promptly notifying Automatan of any unauthorized use of its account or other security issue;
• using strong, unique passwords and updating them regularly; and
• enabling multi-factor authentication where available.

Automatan is not liable for any loss or damage resulting from Customer's failure to safeguard account credentials. Where Automatan reasonably determines that an account has been compromised due to Customer's failure to maintain credential security, Automatan reserves the right to suspend access without liability to Customer.

3.4 Authorized Users

Customer is responsible for all acts and omissions of its Authorized Users as if they were acts and omissions of Customer.

4. SUBSCRIPTION STRUCTURE AND ORDER FORMS

4.1 Subscription-Based Access

The Service is offered on a subscription basis.

4.2 Self-Serve Plans

Automatan may offer self-serve plans through online checkout. Unless otherwise stated, such plans are billed monthly. For cancellation terms applicable to self-serve plans, see Sections 8.5 and 9.

4.3 Enterprise Contracts

Automatan may offer enterprise or negotiated subscriptions through an Order Form. Such arrangements may include a fixed contract term, renewal, monthly or yearly billing during that term, custom pricing, custom usage limits, custom support or SLA terms, and other negotiated commercial terms.

For the avoidance of doubt, Automatan does not currently offer prepaid annual plans as a standard public plan, but may enter into annual or fixed-term contracts billed monthly through an Order Form.

4.4 Order Form Controls

If there is any conflict between the terms set forth in an Order Form and these Terms of Service, the terms in the Order Form shall prevail, but only to the extent that they expressly address and govern the specific subject matter that is directly covered in the Order Form. All other provisions of these Terms shall remain in full force and effect and govern any areas not explicitly addressed in the Order Form.

4.5 Usage Limits

Customer must comply with all usage limits, user limits, feature restrictions, and plan parameters applicable to its subscription or Order Form.

Automatan may monitor usage to ensure compliance with plan limits and may restrict, suspend, invoice overages, or require an upgrade if Customer materially exceeds permitted usage. Where Customer's usage approaches or exceeds applicable plan limits, Automatan will use commercially reasonable efforts to notify Customer in advance of any overage charges or required upgrade.

4.6 Trials and Proof of Concept

Automatan may, at its sole discretion, offer access to the Service on a free trial, pilot, or proof-of-concept basis ("Trial") for a limited period as specified by Automatan ("Trial Period").

During a Trial:

• all provisions of these Terms apply in full, including confidentiality, data, intellectual property, and acceptable use obligations;
• the Service is provided "as is" without warranty, SLA, support commitment, or uptime guarantee;
• Automatan may terminate the Trial at any time without notice and without liability; and
• fees, billing, and refund provisions do not apply unless Customer converts to a paid subscription.

At the end of the Trial Period, access to the Service will automatically expire unless Customer activates a paid subscription. Automatan is not obligated to offer a Trial to any Customer and may discontinue Trial access at any time.

Customer Data submitted during a Trial is subject to the same data handling obligations as paid subscriptions. Notwithstanding Section 19.6, Automatan will retain Trial Customer Data for twenty eight (28) days after expiration of the Trial Period, after which it may be permanently deleted.

5. LICENSE GRANT AND PERMITTED USE

5.1 Limited License

Subject to Customer's compliance with these Terms and payment of applicable fees, Automatan grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to access and use the Service for Customer's business purposes.

5.2 Lawful Use

Customer will use the Service only in compliance with all applicable laws, regulations, and industry requirements applicable to Customer's use case.

5.3 Restrictions

Customer and its Authorized Users must not, and must not permit any third party to:

• copy, modify, translate, or create derivative works of the Service;
• reverse engineer, decompile, disassemble, or attempt to discover source code, model weights, prompts, pipelines, or any underlying components of the Service;
• use the Service to develop, benchmark, or support a competing product or service;
• resell, lease, sublicense, rent, timeshare, distribute, or otherwise commercially exploit the Service except as expressly permitted in writing by Automatan;
• interfere with or disrupt the integrity, security, or performance of the Service;
• attempt to gain unauthorized access to the Service or related systems;
• use the Service to transmit malware, malicious code, or harmful content;
• misuse Customer Data or use Service features in a manner that circumvents their intended purpose or causes harm to other users or third parties;
• use the Service for unlawful, fraudulent, deceptive, defamatory, abusive, or infringing purposes; or
• use the Service for prohibited high-risk activities in violation of the AUP or applicable law.

5.4 AUP

Customer's use of the Service is subject to the AUP. Automatan may update the AUP from time to time, and continued use of the Service after such updates constitutes acceptance of the revised AUP.

6. CUSTOMER DATA

6.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data. Automatan does not claim ownership of Customer Data.

6.2 Customer Responsibility

Customer is solely responsible for:

• the accuracy, quality, legality, and appropriateness of Customer Data;
• obtaining all rights, permissions, consents, and legal bases necessary to provide Customer Data to Automatan; and
• ensuring that Customer Data and Customer's use of the Service do not violate any law, third-party right, confidentiality obligation, or policy.

6.3 License to Customer Data

Customer grants Automatan a limited, non-exclusive, worldwide license to host, copy, transmit, display, process, analyze, and otherwise use Customer Data solely as necessary to:

• provide and operate the Service;
• generate Outputs;
• maintain and secure the Service;
• provide support;
• comply with applicable law; and
• improve the Service in accordance with these Terms, the Privacy Policy, and where applicable, the DPA.

For the avoidance of doubt, Automatan does not use identifiable Customer Data to train general machine learning or artificial intelligence models.

6.4 No Responsibility for Customer Content Review

Automatan has no obligation to review Customer Data for legal sufficiency, accuracy, or compliance, and Customer remains fully responsible for the Customer Data it submits.

6.5 Data Portability

During the Subscription Term, Customer may export Customer Data from the Service using the export functionality available within the platform. Upon termination, Customer may request export of Customer Data during the post-termination data access period described in Section 19.6. Automatan does not guarantee that exported data will be in any specific format beyond what the platform currently supports. Where Automatan makes sharing functionality available, Customer is responsible for any outputs shared outside the Service.

7. OUTPUTS; RESPONSIBLE USE; NO PROFESSIONAL ADVICE

7.1 AI-Generated Outputs

The Service uses automated systems and artificial intelligence technologies to generate Outputs from Customer Data. Use of AI-powered features is also governed by Automatan's AI Usage Policy, incorporated into these Terms by reference.

7.2 No Guarantee of Accuracy

Customer acknowledges that Outputs may be inaccurate, incomplete, outdated, biased, misleading, contextually incorrect, or unsuitable for Customer's intended purpose. Automatan does not guarantee that any Output will be accurate, complete, reliable, lawful, or fit for a particular purpose.

7.3 Customer Responsibility for Decisions

Customer is solely responsible for reviewing, validating, and verifying Outputs before using or relying on them. Customer must not rely on Outputs as the sole basis for any legal, compliance, financial, hiring, medical, or other consequential decision.

7.4 No Professional Advice

The Service does not provide legal, regulatory, accounting, financial, medical, hiring, compliance, or other professional advice. Outputs are provided for informational and analytical purposes only.

7.5 Output Rights

Subject to Customer's compliance with these Terms and payment of applicable fees, Automatan assigns to Customer any rights Automatan may have in Outputs generated specifically for Customer, excluding all rights in the Service itself and underlying models, systems, prompts, software, and know-how.

Customer may use Outputs for its internal business purposes and may engage in limited business-use sublicensing or sharing of Outputs where reasonably necessary for Customer's business operations, deliverables, clients, or internal workflows, provided that such use does not:

• imply ownership of the Service;
• expose Automatan Confidential Information;
• violate these Terms, the AUP, or applicable law; or
• misrepresent Outputs as guaranteed professional advice or verified conclusions.

7.6 Prohibited Reliance

Customer acknowledges that Automatan will not be liable for any loss, claim, or decision arising from Customer's interpretation or use of Outputs.

7.7 Similar Outputs

Customer acknowledges that due to the nature of machine learning systems, Outputs generated for Customer may not be unique and the Service may generate the same or similar outputs for other users.

8. FEES, BILLING, TAXES, AND PAYMENT

8.1 Fees

Customer agrees to pay all fees associated with its subscription or Order Form. All fees are stated in U.S. dollars unless otherwise specified.

8.2 Billing

For self-serve subscriptions, Automatan generally bills monthly in advance. For enterprise subscriptions, billing frequency will be specified in the applicable Order Form. Unless otherwise stated in an Order Form, enterprise contracts may be billed monthly during the contract term. Customer is responsible for maintaining accurate and current billing information on their account. Customer must notify Automatan promptly of any changes to payment method or billing details to avoid interruption of the Service.

8.3 Payment Authorization

Customer authorizes Automatan and its payment processors to charge Customer's designated payment method for all applicable fees, taxes, and authorized overage amounts.

8.4 Taxes

Fees do not include taxes, duties, levies, or other governmental charges. Customer is responsible for all applicable taxes, duties, and levies associated with its purchase and use of the Service, excluding taxes based on Automatan's net income. Automatan will collect and remit any applicable taxes as required by law.

8.5 Non-Refundability

Except as required by law, expressly stated in an Order Form, or as provided in Section 19.4, fees are non-refundable and non-cancelable.

8.6 Failed Payments

If payment is not received by the due date, Automatan may:

• retry the charge;
• notify Customer of the failure;
• lock or suspend account access after the payment due date; and
• terminate the subscription if payment remains unpaid for two (2) weeks after the due date.

Customer remains liable for all fees incurred up to the date of suspension or termination, including any fees that accrued during any period of restricted access. Automatan is not liable for any loss, damage, or interruption to Customer's operations resulting from suspension or termination due to non-payment. Reactivation of a suspended account may be subject to payment of all outstanding amounts plus a reactivation fee at Automatan's discretion.

8.7 Pricing Changes

Automatan may adjust subscription fees from time to time. Any changes will take effect at the start of a renewal term and will be communicated to Customer at least thirty (30) days in advance.

8.8 Billing Disputes

If Customer believes an invoice contains an error, Customer must notify Automatan in writing within thirty (30) days of the invoice date, specifying the disputed amount and the basis for the dispute. The parties will attempt to resolve the dispute in good faith within fifteen (15) days of such notice. Undisputed amounts remain due and payable by the original due date. Automatan may choose to not suspend access to the Service solely on account of a good-faith billing dispute properly raised under this section.

9. AUTOMATIC RENEWAL AND CANCELLATION

9.1 Monthly Subscriptions

Self-serve monthly subscriptions automatically renew for successive monthly periods unless canceled before the next billing date.

9.2 Enterprise Contracts

If Customer enters into a fixed-term enterprise Order Form, that Order Form will govern the term, renewal, billing, and cancellation mechanics. Unless otherwise stated in the applicable Order Form, enterprise subscriptions may automatically renew for successive renewal terms unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.

9.3 Cancellation

Customer may cancel a monthly self-serve subscription through account settings or by contacting Automatan support. Cancellation takes effect at the end of the then-current billing period.

9.4 No Retroactive Cancellation

Cancellation does not entitle Customer to a refund for the current billing cycle unless required by law or expressly stated otherwise.

10. SERVICE AVAILABILITY, SUPPORT, AND SLA

10.1 Commercially Reasonable Efforts

Automatan will use commercially reasonable efforts to maintain the availability of the Service. Where planned maintenance or downtime is anticipated, Automatan will use commercially reasonable efforts to provide advance notice through the Service, by email, or by other reasonable means.

10.2 No Uninterrupted Service Guarantee

The Service may be unavailable from time to time due to maintenance, upgrades, outages, infrastructure issues, network failures, cyber incidents, or Third-Party Service failures. Automatan does not guarantee uninterrupted or error-free operation of the Service.

10.3 Support

Automatan may provide support for the Service on a best-efforts basis.

10.4 SLA

Automatan may offer service level commitments under a separate SLA or Order Form for certain enterprise customers. Unless expressly stated in such separate writing, Automatan does not provide guaranteed uptime, guaranteed response times, guaranteed resolution times, or service credits.

10.5 Maintenance and Changes

Automatan may perform maintenance, upgrades, patches, bug fixes, and feature modifications from time to time. Automatan may add, modify, suspend, or discontinue features where reasonably necessary for technical, security, operational, or product reasons.

10.6 Beta or Experimental Features

Automatan may make available features designated as beta, preview, early access, or experimental. Such features may be incomplete, unstable, or subject to change and are provided without any warranty or service commitment. The same data protection and confidentiality obligations applicable to the Service apply to Customer Data submitted through beta or experimental features.

11. THIRD-PARTY SERVICES AND INTEGRATIONS

11.1 Third-Party Dependencies

The Service may interoperate with or depend upon Third-Party Services, including cloud infrastructure providers, storage platforms, identity providers, analytics tools, payment processors, model providers, or workflow tools.

11.2 Customer Responsibility

If Customer enables a Third-Party Service, Customer authorizes Automatan to access and process relevant information from that Third-Party Service as necessary to provide the requested functionality. Customer is responsible for ensuring it has all rights necessary for such integrations.

11.3 No Third-Party Liability

Automatan is not responsible for Third-Party Services, including their availability, security, functionality, legality, or data handling practices. Automatan will not be liable for losses or service failures caused by Third-Party Services or changes to their APIs, policies, or infrastructure. Customer remains solely responsible for ensuring that any Customer Data shared with Third-Party Services through integrations is handled in accordance with applicable law and the terms of those third-party services.

12. INTELLECTUAL PROPERTY RIGHTS

12.1 Automatan IP

As between the parties, Automatan and its licensors own all right, title, and interest in and to the Service, including all software, code, models, pipelines, algorithms, prompts, interfaces, designs, workflows, documentation, branding, trade secrets, and other intellectual property embodied in or related to the Service.

12.2 No Implied Rights

Except for the limited rights expressly granted in these Terms, no rights are granted to Customer, whether by implication, estoppel, or otherwise.

12.3 Feedback

If Customer provides any suggestions, ideas, enhancement requests, comments, or other feedback relating to the Service, Customer grants Automatan a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate such feedback into the Service without restriction or compensation.

12.4 Trademarks

Customer may not use Automatan's name, logo, or trademarks without Automatan's prior written consent, except for purely factual references permitted by law.

13. CONFIDENTIALITY

13.1 Definition

"Confidential Information" means any non-public information disclosed by one party to the other that should reasonably be understood as confidential given the nature of the information and the circumstances of disclosure, including Customer Data, technical, security, product, or business information, pricing and commercial terms, non-public product roadmaps, and the terms of any Order Form.

Confidential Information does not include information that:

• becomes publicly available without breach of these Terms;
• was lawfully known to the Receiving Party before disclosure;
• is independently developed without use of the Confidential Information; or
• is lawfully obtained from a third party without restriction.

13.2 Confidentiality Obligations

The Receiving Party will:

• use Confidential Information only as necessary to perform under these Terms;
• protect Confidential Information using reasonable care, and at least the same degree of care it uses to protect its own similar confidential information; and
• disclose Confidential Information only to personnel, contractors, advisors, or subprocessors who need to know it and are bound by obligations of confidentiality.

13.3 Compelled Disclosure

A party may disclose Confidential Information if required by law, regulation, or legal process, provided it gives prior notice where legally permitted.

13.4 Duration

These confidentiality obligations continue during the Subscription Term and for three (3) years after termination, except for trade secrets, which remain protected for as long as they qualify as trade secrets under applicable law.

14. PRIVACY, DATA PROCESSING, INTERNATIONAL TRANSFERS, AND SUBPROCESSORS

14.1 Privacy Policy

Automatan's collection and use of personal data is described in the Privacy Policy, which is incorporated into these Terms by reference. Automatan's use of cookies is described in the Cookie Policy, which forms part of the Privacy Policy.

14.2 DPA

Where Automatan processes personal data on behalf of Customer that is subject to applicable data protection laws, the parties shall be subject to the Data Processing Addendum, which is incorporated into these Terms by reference and applies automatically where data protection law requires it.

14.3 Cross-Border Transfers

Customer acknowledges that Customer Data and personal data may be processed in the United States and other jurisdictions where Automatan or its subprocessors operate. Where required by applicable data protection law, international transfers of personal data will be governed by appropriate legal safeguards, including Standard Contractual Clauses (SCCs) or equivalent transfer mechanisms set out in the DPA.

14.4 Subprocessors

Automatan may use subprocessors and service providers to provide the Service, including for hosting, communications, payments, analytics, security, and model or infrastructure support. Automatan will maintain subprocessor disclosures as set out in its Privacy Policy, DPA, or separate subprocessor list, as applicable. Automatan's current list of subprocessors is maintained at Subprocessor List and is updated in accordance with the Data Processing Addendum.

14.5 Customer Responsibilities for Personal Data

Customer is responsible for ensuring it has all required notices, consents, permissions, legal bases, and contractual rights needed to provide personal data to Automatan and instruct Automatan to process it.

14.6 Data Residency

Unless otherwise expressly agreed in writing in an Order Form, DPA, or other signed addendum, Automatan does not guarantee that Customer Data will be stored or processed in any specific country or region. Customer Data may be processed in the United States or other jurisdictions where Automatan or its subprocessors operate infrastructure. For data transfers from the European Economic Area (EEA) to the United States or other non-EEA jurisdictions, Automatan relies on Standard Contractual Clauses (SCCs) as the legal mechanism for ensuring compliance with applicable data protection laws, as detailed in the Data Processing Addendum.

15. SECURITY AND SECURITY INCIDENTS

15.1 Security Measures

Automatan will implement and maintain reasonable administrative, technical, and organizational safeguards designed to protect Customer Data from unauthorized access, use, alteration, disclosure, or destruction. These measures include, as appropriate: encryption of data in transit using TLS and at rest where supported; role-based access controls and authentication mechanisms; network security controls including firewalls and intrusion detection systems; vulnerability management and system patching; logging, monitoring, and audit trails; employee confidentiality obligations; secure development practices; and incident detection and response procedures. Automatan's security measures are further described in the Data Processing Addendum.

15.2 No Absolute Security Guarantee

No method of transmission, storage, or processing is completely secure, and no security measure is impenetrable. Automatan does not warrant that the Service or Customer Data will be immune from all security incidents, unauthorized access, cyberattacks, or data breaches. Automatan will, however, maintain the security measures described in Section 15.1 and the Data Processing Addendum and will respond to confirmed Security Incidents in accordance with Section 15.3. Customer acknowledges that it uses the Service and transmits Customer Data at its own risk, subject to the protections Automatan has in place.

15.3 Security Incidents

Where required by applicable law or the DPA, Automatan will notify Customer without undue delay after becoming aware of a confirmed Security Incident affecting Customer Data in Automatan's possession or control. Such notification will include, to the extent then known, a description of the nature of the incident, the categories of Customer Data affected, the likely consequences of the incident, and the steps Automatan is taking or proposes to take to address and mitigate it. Automatan will cooperate with Customer in meeting any notification obligations Customer may have to relevant authorities or affected individuals under applicable law. Notification of a Security Incident by Automatan does not constitute an acknowledgment of fault or liability.

15.4 Customer Security Responsibilities

Customer is responsible for safeguarding account credentials, managing Authorized User access permissions, maintaining the security of its own systems, devices, and networks, and using the Service in a manner consistent with reasonable security practices. Customer must not share account credentials with unauthorized persons and must promptly revoke access for any Authorized User who no longer requires it. Customer must enable multi-factor authentication where available and recommended by Automatan. If Customer becomes aware of any actual or suspected unauthorized access to its account or any Security Incident affecting Customer Data, Customer must notify Automatan promptly at security@automatan.ai and reasonably cooperate with Automatan in investigating and remediating the incident. Automatan is not responsible for Security Incidents resulting from Customer's failure to maintain adequate security controls on its own systems or account.

15.5 Customer Security Incidents

If Customer becomes aware of any actual or suspected security incident affecting its account or any unauthorized access to Customer Data, Customer must notify Automatan promptly at security@automatan.ai. Customer must reasonably cooperate with Automatan in investigating and remediating any such incident.

16. DISCLAIMERS AND WARRANTIES

16.1 As-Is / As-Available

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, OUTPUTS, AND ALL RELATED FUNCTIONALITY ARE PROVIDED "AS IS" AND "AS AVAILABLE."

16.2 Disclaimer of Warranties

Automatan DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AVAILABILITY, AND ERROR-FREE OR UNINTERRUPTED OPERATION.

16.3 Output Disclaimer

Automatan DOES NOT WARRANT THAT OUTPUTS WILL BE CORRECT, COMPLETE, CURRENT, UNBIASED, OR SUITABLE FOR CUSTOMER'S PURPOSES.

16.4 No Outcome Guarantee

Automatan DOES NOT GUARANTEE ANY PARTICULAR BUSINESS, COMPLIANCE, REVENUE, HIRING, LEGAL, ANALYTICAL, OR OPERATIONAL OUTCOME FROM USE OF THE SERVICE.

16.5 Third-Party Disclaimer

Automatan DISCLAIMS RESPONSIBILITY FOR THIRD-PARTY SERVICES AND THIRD-PARTY INFRASTRUCTURE.

17. LIMITATION OF LIABILITY

17.1 Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Automatan AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE SERVICE, THESE TERMS, OR CUSTOMER'S USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Automatan's TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO Automatan FOR THE SERVICE DURING THE ONE (1) MONTH IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

If Customer has paid no fees to Automatan, Automatan's aggregate liability will not exceed US $1.

17.3 Output and Decision Liability

Without limiting the foregoing, Automatan will not be liable for Customer's reliance on Outputs, decisions made using Outputs, inaccurate or incomplete Outputs, business, hiring, compliance, legal, or financial decisions based on the Service, or losses arising from inaccurate, incomplete, or unlawful Customer Data.

17.4 Third-Party and Infrastructure Liability

Automatan will not be liable for failures caused by Third-Party Services, infrastructure providers, APIs, integrations, internet outages, cloud failures, or systems outside Automatan's reasonable control.

17.5 Essential Basis of the Bargain

The parties agree that the disclaimers, exclusions, and limitations in these Terms are an essential basis of the bargain and that Automatan would not provide the Service without them.

17.6 Order Form Override

If an applicable Order Form expressly states a different liability cap, that different cap will apply only to the services purchased under that Order Form.

18. INDEMNIFICATION

Customer will defend, indemnify, and hold harmless Automatan, its affiliates, licensors, service providers, and their respective officers, directors, employees, and agents from and against any third-party claim, demand, suit, proceeding, damage, loss, liability, cost, or expense (including reasonable attorneys' fees) arising out of or relating to:

• Customer Data;
• Customer's or any Authorized User's use of the Service;
• Customer's breach of these Terms, the AUP, DPA, or Order Form;
• Customer's violation of applicable law;
• Customer's infringement or misappropriation of any third-party right;
• Customer's misuse of Outputs; or
• Customer's failure to obtain required rights, consents, or permissions.

Automatan will promptly notify Customer of the claim where practicable, allow Customer to control the defense and settlement provided Customer may not settle a claim in a manner that admits fault of or imposes obligations on Automatan without Automatan's prior written consent, and reasonably cooperate at Customer's expense.

19. SUSPENSION AND TERMINATION

19.1 Suspension

Automatan may suspend or restrict Customer's access to the Service if Customer violates these Terms, the AUP, or applicable law; Customer's use creates a security, legal, or operational risk; payment is overdue; Customer materially exceeds permitted usage; or Automatan is required to do so by law or regulator.

19.2 Termination by Customer

Customer may terminate a monthly self-serve subscription by canceling before the next renewal date. Termination takes effect at the end of the current billing cycle.

19.3 Termination by Automatan for Cause

Automatan may terminate these Terms or Customer's access to the Service if Customer materially breaches these Terms and fails to cure where cure is reasonably possible; Customer's payment remains overdue for two (2) weeks after the due date; Customer's use of the Service creates significant legal, security, or operational risk; or Automatan is legally required to terminate.

19.4 Termination for Convenience by Automatan

Automatan may terminate these Terms or any subscription for convenience upon thirty (30) days' written notice to Customer. Notwithstanding Section 8.5, in such event Automatan will provide Customer a pro-rata refund of any prepaid, unused fees covering the period following the effective date of termination. This right does not apply where termination is initiated under Section 19.3.

19.5 Effect of Termination

Upon termination or expiration:

• Customer's right to access and use the Service ends;
• Automatan may disable account access;
• unpaid amounts become immediately due; and
• sections that by their nature should survive will survive.

19.6 Data Access After Termination

Automatan may retain Customer Data for a limited post-termination period of twenty-eight (28) days in accordance with its retention practices, to allow retrieval where appropriate, unless longer retention is required by law or necessary for legitimate business or security reasons. Following the applicable retention period, Automatan may delete Customer Data in accordance with its data retention policies unless retention is required by law.

19.7 Notice and Appeal

Where Automatan suspends or terminates Customer's access under Section 19.1 or 19.3, Automatan will provide notice where reasonably practicable, except where immediate action is required to protect the security or integrity of the Service. Customer may contact Automatan at legal@automatan.ai to dispute a suspension or termination decision. Automatan will review such requests in good faith and respond within a reasonable time.

20. EXPORT CONTROLS AND SANCTIONS

Customer represents and warrants that it is not located in, organized in, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions; it is not identified on any U.S. government list of prohibited or restricted parties; and it will not use the Service in violation of applicable export control, trade, or sanctions laws. Customer will comply with all applicable export control and sanctions laws in connection with its use of the Service.

21. GOVERNING LAW AND DISPUTE RESOLUTION

21.1 Governing Law

These Terms and any dispute arising out of or relating to these Terms or the Service are governed by the laws of the State of Delaware, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. To the extent required by applicable law, including the laws of the jurisdiction in which Customer is located, mandatory local law may apply notwithstanding the choice of law set forth above. Customers are responsible for ensuring their use of the Service complies with the laws and regulations applicable in their jurisdiction. Automatan's compliance resources, including the Data Processing Addendum, Acceptable Use Policy, and AI Usage Policy, are available on Automatan's legal page to assist customers in meeting their compliance obligations.

21.2 Informal Resolution

Before filing a formal claim, the parties will attempt in good faith to resolve the dispute informally for at least thirty (30) days after written notice of the dispute.

21.3 Venue

Any legal action arising out of or relating to these Terms or the Service must be brought exclusively in the state or federal courts located in Delaware, and each party consents to the personal jurisdiction of those courts.

21.4 Injunctive Relief

Nothing in these Terms prevents either party from seeking injunctive or equitable relief where necessary to protect intellectual property, confidential information, or platform security.

21.5 Class Action Waiver

To the fullest extent permitted by applicable law, any dispute arising out of or relating to these Terms or the Service must be brought on an individual basis and not as a class action, collective action, consolidated proceeding, or representative lawsuit. You agree to waive any right to participate in a class action, collective action, or representative lawsuit by accepting these terms.

21.6 Time Limitation on Claims

Any claim arising out of or relating to the Service or these Terms must be filed within one (1) year after the event giving rise to the claim. Otherwise, the claim is permanently barred.

22. ELECTRONIC COMMUNICATIONS AND CONSENT

Customer agrees that Automatan may provide notices, disclosures, invoices, renewals, legal communications, and other communications electronically, including by email, in-product notice, or website posting. Customer agrees that electronic acceptance of these Terms, electronic signatures, and electronic records are legally binding and satisfy any legal requirement that such communications be in writing.

23. GENERAL PROVISIONS

23.1 Entire Agreement

These Terms, together with the AUP, Privacy Policy, DPA, and any Order Forms, constitute the entire agreement between the parties regarding the Service and supersede all prior proposals, discussions, or understandings relating to the Service.

23.2 Modifications

Automatan may update these Terms from time to time. If Automatan makes material changes, Automatan may provide notice through the Service, by email, or by other reasonable means. Continued use of the Service after the effective date of updated Terms constitutes acceptance of the revised Terms. Where changes are material, Automatan will provide at least thirty (30) days' notice before the updated Terms take effect, except where shorter notice is required by law or necessary to address a security or legal issue.

23.3 Assignment

Customer may not assign or transfer these Terms without Automatan's prior written consent. Automatan may assign these Terms without restriction in connection with a merger, acquisition, restructuring, financing, or sale of assets.

23.4 Force Majeure

Automatan will not be liable for delay or failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labor disputes, pandemics, public health emergencies, internet or infrastructure outages, cyberattacks, or acts of government. For the avoidance of doubt, failures of Third-Party Services that Automatan could not reasonably have mitigated through redundancy or alternative providers do not constitute force majeure events.

23.5 Waiver

Failure to enforce any provision of these Terms is not a waiver of future enforcement of that or any other provision.

23.6 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be enforced to the maximum extent permitted by law.

23.7 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, fiduciary, agency, or employment relationship.

23.8 Notices

Automatan may send notices to Customer using the email address associated with the account, in-product notices, or postings on the Service. Customer may send legal notices to Automatan at: legal@automatan.ai or by mail at:

4695 Chabot Drive #200
Pleasanton, CA 94588 USA

23.9 Interpretation

Headings are for convenience only and do not affect interpretation. The terms "including," "includes," and "such as" mean "including without limitation."

23.10 Survival

The following sections survive termination or expiration: Sections 1, 6, 7, 12, 13, 14, 15, 16, 17, 19, 20, 21, 22, 23, and any provisions that by their nature should survive.

23.11 Publicity

Unless otherwise agreed in writing, Automatan may identify Customer as a customer of the Service and use Customer's name and logo in marketing materials, website listings, or customer references.