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Welcome to Awtomic! These Terms of Service (the “Terms”) are a legally binding agreement between you (the “User” or “Merchant”) and Awtomic, Inc. (”Awtomic”, “we”, or “us”). Awtomic provides a Shopify application and related services that enable ecommerce brands to offer advanced subscription and product bundling solutions. By installing, accessing, or using the Awtomic app or any related services (collectively, the “Service”), you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not use the Service.
Important: These Terms contain a binding Arbitration Agreement and Class Action Waiver in Section 15 (Governing Law and Dispute Resolution) that affect your rights for resolving disputes. Please read these provisions carefully. By agreeing to these Terms, you agree to resolve disputes through binding arbitration on an individual basis rather than jury trials or class actions.
Awtomic is a subscription management and bundling platform integrated with Shopify, offering tools for merchants to enhance recurring revenue and customer retention. Key features of the Service include:
The Service is offered via the Awtomic Shopify App and related web interfaces or APIs. Awtomic integrates closely with Shopify and operates globally, but use of the Service requires compliance with these Terms and applicable third-party platform rules (see Section 6). Awtomic is continually improving the Service and may introduce new features, modify existing features, or discontinue features at its discretion (see Section 11 on Service modifications). All new features are subject to these Terms.
No Guarantee of Results: Awtomic provides tools to facilitate subscriptions and customer retention, but you are solely responsible for how you use these tools. You remain responsible for managing your products, fulfilling orders to your customers, and running your business. Awtomic does not guarantee any specific outcome such as increased sales, reduced churn, or customer satisfaction. You acknowledge that the success of your subscriptions or bundles depends on various factors outside Awtomic’s control (such as your products, marketing, and customer service).
To use Awtomic, you must have an active Shopify store and install the Awtomic application through the Shopify App Store (or via a direct signup if offered). Certain features may require you to register an account with Awtomic or provide additional information.
Subject to your compliance with these Terms (including payment of all fees), Awtomic grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the Term (defined in Section 13) for your own internal business purposes in operating your Shopify store. This license allows you to use Awtomic’s software and platform solely as necessary to manage subscriptions, bundles, and related services for your store, in accordance with the documentation and instructions provided by Awtomic.
Awtomic reserves all rights not expressly granted to you in these Terms. This license will immediately terminate if you violate any of these restrictions or otherwise breach these Terms (see Section 13 on Termination).
Awtomic’s Service is built to integrate with certain third-party platforms and services, most notably Shopify. Your use of such third-party services in connection with Awtomic is subject to those third parties’ terms and conditions, and you agree to comply with all applicable third-party terms. Key third-party relationships include:
In summary, while Awtomic integrates with Shopify and other platforms to deliver a seamless experience, each platform or service remains independent. You should familiarize yourself with all third-party requirements and ensure continued compliance. Awtomic’s Service relies on these external services being operational and available; any downtime or limitations on their side are outside Awtomic’s control and not considered a breach by Awtomic.
6.1 Subscription Plans and Fees: By using Awtomic, you agree to pay the applicable fees for the subscription plan you select. Awtomic offers several tiers of service, for example: a “Box Starter” plan at USD $49 per month (which includes core bundling features), with higher-tier plans that unlock additional features such as full subscription management, Moments retention tools, gifting, memberships, and priority support. The specific pricing and features of each plan are described on our website or the Shopify App listing, and may be updated from time to time. Upon installing Awtomic or upgrading your plan, you will be presented with the fee information, and by proceeding you authorize the charge for the fees. All fees are stated and payable in U.S. Dollars (unless otherwise specified).
6.2 Billing Cycle: Fees for the Service are typically charged on a recurring monthly basis (unless an annual or other billing period is agreed in writing). Your billing cycle will commence on the date you subscribe to a paid plan (or after any free trial period ends, if applicable) and will recur on the same day each month. If you upgrade or downgrade plans in the middle of a billing cycle, we may apply a pro-rata charge or credit for that partial period, or adjust the billing date accordingly, as communicated at the time of the change.
6.3 Payment Method:You must provide a valid payment method via your Shopify account to pay for the Service. Awtomic uses exclusively Shopify’s app billing system, meaning your subscription fee for the Service will appear on your Shopify invoice and will be billed using the payment method on file with Shopify. By subscribing to the Service, you authorize Shopify to automatically charge the applicable fees, taxes, and other charges associated with your Awtomic subscription on a recurring basis. You agree to keep your Shopify payment method current and accurate, and acknowledge that Awtomic has no control over Shopify’s payment processing system and is not responsible for any errors or issues related to billing through Shopify, except as required by law.
6.4 Auto-Renewal & Cancellation: Your subscription will automatically renew at the end of each billing period unless you cancel or downgrade your plan before the next billing date. You may cancel the Service at any time by uninstalling the Awtomic app from your Shopify store or through any account management interface provided. If you cancel the Service, your access will continue through the end of the current paid period already invoiced, and no further charges will be made. However, no refunds will be provided for any prepaid period (see Section 6.7). If you fail to pay fees when due, Awtomic reserves the right to suspend or terminate your access to the Service (see Section 13).
6.5 Changes in Fees: Awtomic may change the fees and/or introduce new charges for the Service from time to time. Any increase in base subscription fees or introduction of new fees will be communicated to you in advance (for example, by email or via an in-app notification) at least 30 days before such change takes effect, to the extent you are subscribed at that time. Fee changes will typically apply at the start of your next billing cycle after the notice period. If you do not agree to the new fees, you must cancel the Service before the changes are implemented. Your continued use of the Service after the effective date of a fee change constitutes your agreement to pay the updated amount.
6.6 Taxes: All fees are exclusive of any sales, use, value-added, GST, withholding, or similar taxes or levies, whether domestic or foreign (collectively, “Taxes”), that may be imposed in connection with your use of the Service. You are responsible for determining and paying all Taxes (other than taxes based on Awtomic’s income) associated with the fees or your use of the Service. If Awtomic has a legal obligation to collect Taxes (e.g., sales tax or VAT) from you, Awtomic will collect such Taxes in addition to the stated fees and remit them to the appropriate taxing authority. We will use the address information you provide us to determine any applicable Taxes. If you are exempt from certain taxes, you must provide us with valid tax exemption documentation, and we reserve the right to determine if it’s acceptable. In the event that applicable law requires withholding of any tax from your payments, you shall gross up your payments to Awtomic such that we receive the full amount owed as if no withholding were required.
6.7 No Refunds: All payments are non-refundable, except as expressly stated in these Terms or required by applicable law. This means that if you cancel your subscription or if these Terms are terminated part-way through a billing period, you will not receive a refund or credit for any remaining days in that period. In certain cases, Awtomic might offer pro-rata refunds or credits at its sole discretion (for example, if Awtomic discontinues the Service entirely or you prevail in a dispute), but it is not obligated to do so. Any free trials or promotional offers must be used within the specified time; if you do not cancel before a trial ends, billing will commence as described in Section 6.1.
6.8 Late Payments: If we are unable to charge your provided payment method for any reason (e.g., card expiration or insufficient funds) and you do not provide a new eligible payment method upon request, your account will be considered past due. We may notify you of the failed payment and attempt to retry charging. If amounts remain unpaid beyond a reasonable grace period, Awtomic may suspend your account or downgrade your Service until payment is received. Awtomic also reserves the right to charge interest on any late payments at the rate of 1.5% per month (or the maximum rate permitted by law, if lower), from the payment due date until paid. You will be responsible for any costs of collection (including legal fees) incurred by Awtomic in pursuing delinquent amounts.
7.1 Ownership of the Service: As between you and Awtomic, Awtomic (and its licensors, if any) retains all rights, title, and interest in and to the Service, including all software, code, technology, algorithms, content, materials, trademarks, trade names, logos, and other intellectual property embodied in or associated with Awtomic. Any rights not expressly granted to you in these Terms are reserved by Awtomic. You acquire no ownership or proprietary interest in the Service or any part thereof. You agree not to challenge Awtomic’s rights in the Service or to infringe upon them in any way.
7.2 Your Content and Data: Awtomic does not claim ownership of the content, data, or material that you or your customers (on your behalf) submit or manage through the Service (”Merchant Content”). Merchant Content may include, for example, product information (names, descriptions, images), customer data (names, email addresses, phone numbers, addresses, order history), logos and branding elements you upload for customization, and other information relating to your business operations. You retain all right, title, and interest in and to your Merchant Content. However, by using the Service and uploading or inputting Merchant Content, you grant Awtomic a worldwide, royalty-free, sub-licensable, and transferable license to use, reproduce, display, perform, distribute, and adapt your Content solely as necessary to provide the Service to you and your customers. This license enables Awtomic to, for example, host your data on our servers, display product information in your customers’ subscription portal, send communications (like reminder emails or texts) incorporating your content, and process orders with the data you provide. We will not use your Content for any other purposes except as permitted by these Terms, our Privacy Policy, or as required by law.
7.3 Responsibility for Content: You are solely responsible for all Merchant Content, including ensuring that you have all necessary rights to use and submit the Content to the Service and to grant the license in Section 7.2. You represent and warrant that: (a) none of your Content infringes, misappropriates, or violates any third party’s intellectual property rights or privacy/publicity rights; (b) none of your Content is illegal, defamatory, harassing, obscene, or otherwise unlawful; and (c) you have obtained all necessary consents or permissions (for example, from your customers) to use and share the Content with Awtomic for the purposes of these Terms. Awtomic is under no obligation to monitor any Content, but we reserve the right to remove or disable access to any Content at our discretion if we believe it violates these Terms or any law. You agree to back up your Content; Awtomic is not responsible for retaining copies of your Content after any termination of the Service (except as may be required by law).
7.4 Feedback: If you provide Awtomic with any suggestions, ideas, enhancement requests, recommendations, or other feedback regarding the Service (”Feedback”), you hereby grant Awtomic a perpetual, irrevocable, worldwide, fully transferable and sublicensable, royalty-free license to implement and use the Feedback in any manner. Feedback is entirely voluntary, but Awtomic may use it to improve the Service or develop new features without any obligation or compensation to you. Any Feedback you provide is deemed non-confidential (notwithstanding anything to the contrary in Section 9).
7.5 Trademarks: “Awtomic”, the Awtomic logo, and any other product or service names or slogans of Awtomic included in the Service are trademarks or registered trademarks of Awtomic (or its licensors). You have no right to use any Awtomic trademarks, logos, or domain names without our express written consent, except as necessary for reference to Awtomic’s services (such as truthfully stating that you use the Awtomic platform). Likewise, Awtomic acknowledges that your trademarks, service marks, and trade names are your property, and nothing in these Terms grants Awtomic any rights to use your marks except for providing the Service (for example, displaying your logo to your customers within the subscription portal, or referencing your store as a user of Awtomic in our marketing as described below).
7.6 Publicity: Unless you request otherwise in writing, you agree that Awtomic may identify you as a customer and use your business name and logo in its marketing materials, website, or social media, solely to indicate that you use the Awtomic Service. Awtomic will not make any specific endorsements or reveal any confidential details about our relationship without your prior consent. If you prefer that we do not use your name or logo in this manner, please contact us at support@awtomic.com to opt out.
8.1 Privacy Policy: Your provision of data to Awtomic and Awtomic’s use of data (including personal information) is governed by our Privacy Policy (available on our website). The Privacy Policy explains how we collect, use, and share information, including data we collect from you as a merchant and data that your customers provide through the Service (such as when managing their subscriptions). By using the Service, you agree to the terms of our Privacy Policy, which is incorporated into these Terms by reference. You also agree to comply with any privacy laws applicable to your use of the Service and your handling of personal data.
8.2 Merchant’s Obligations for Customer Data: In using Awtomic, you may provide us with personal data of your end-customers (for example, names, addresses, email addresses, phone numbers, purchase history, and payment-related information for subscription customers). You are the controller of your customers’ personal data, and Awtomic acts as a service provider or processor on your behalf to process that data for the purpose of providing the Service. You are responsible for ensuring that you have obtained all necessary rights, consents, and notices required under applicable data protection laws to disclose your customers’ personal data to Awtomic and to allow Awtomic to process it as part of the Service. This includes (as applicable) complying with laws such as the EU General Data Protection Regulation (GDPR), UK GDPR, the California Consumer Privacy Act (CCPA), CAN-SPAM/TCPA for communications, and any other privacy or data security regulations in your or your customers’ jurisdiction.Consent for Communications: If you use Awtomic features to send communications (emails, SMS, etc.) to your customers, you must ensure that each recipient has provided any legally required consent to receive such communications (for example, explicit opt-in for marketing texts). You are responsible for the content of messages sent through your account and for honoring any customer opt-out/unsubscribe requests. Awtomic provides the tools for you to manage subscriptions and send messages, but compliance with communication laws is your responsibility.
8.3 Data Processing Agreement: If required by law or upon your request, Awtomic can provide a Data Processing Addendum (DPA) to further govern the handling of personal data and to reflect the parties’ obligations under GDPR or similar laws. If you need a DPA, please contact Awtomic and we will provide one for execution. In the absence of a separate DPA, Awtomic will still treat personal data in accordance with applicable law and as outlined in our Privacy Policy and these Terms.
8.4 Confidentiality of Personal Data: Awtomic will implement and maintain reasonable administrative, physical, and technical safeguards to protect personal data and Merchant Content in our possession against unauthorized access, use, or disclosure. However, you acknowledge that no method of transmission over the Internet or electronic storage is completely secure, and thus Awtomic cannot guarantee absolute security. In the event of any data breach affecting your customers’ personal data, Awtomic will notify you as required by law and cooperate with you in any reasonable remediation efforts.
8.5 Data Access and Portability: During the term of your subscription, you will generally have access to your Merchant Content and customer data via the Awtomic dashboard or APIs. It is your responsibility to export or download any data you wish to retain before termination of the Service. After termination, we may delete your data from our active systems, except for any archival copies or data we are required to retain for legal compliance or legitimate business purposes. We are not obligated to retain your data after termination, so please ensure you have saved your information elsewhere prior to canceling.
8.6 Aggregate and Anonymized Data: Awtomic may collect and derive aggregate or anonymized information from the operation of the Service (for example, overall statistics about subscription rates, churn, or average order size across our user base, that do not identify any individual merchant or customer). Awtomic may use and disclose such aggregate/anonymized data for industry analysis, benchmarking, analytics, marketing, or other business purposes, provided that it does not reveal any personally identifiable information or proprietary details about you, your company, or your customers.
During the course of your use of the Service, either party (you or Awtomic) may disclose or make available to the other certain non-public information that is marked or reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (”Confidential Information”). Confidential Information includes, but is not limited to, technical, business, financial, and product information, pricing, roadmaps, customer lists, trade secrets, and any data or personal information that one party provides to the other that is not publicly available.
Confidentiality obligations in this Section 9 shall continue for a period of five (5) years after termination of these Terms, except with respect to trade secrets and personal data, which shall be kept confidential indefinitely or for as long as allowed by applicable law. The parties acknowledge that any breach of confidentiality may cause irreparable harm, and that the injured party is entitled to seek equitable relief (such as injunctions) to enforce this Section in addition to any other remedies.
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AWTOMIC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE of PERFORMANCE.
Awtomic does not guarantee that the Service will be uninterrupted, error-free, or completely secure. While we strive for high availability and will use commercially reasonable efforts to maintain the Service, we make no warranty that: (a) the Service will meet your specific business requirements or achieve any particular results; (b) the Service will always be available or operate without timely error, or that any defects will be corrected promptly; or (c) any data (including your Content or communications) will be secure or not otherwise lost or damaged.
You understand and agree that use of the Service is at your own risk. Any material or data obtained through the Service is accessed at your discretion and risk, and you are solely responsible for any damage to your systems or loss of data that results from use of the Service. Awtomic is not responsible for problems caused by third-party services (such as Shopify, payment gateways, or other integrations) or for network connectivity issues or other external factors.
If Awtomic provides any technical or customer support, guidance, or consultation, such advice is provided without any warranty and at your own risk. You are responsible for the consequences of acting on such advice.
Some jurisdictions do not allow the exclusion of certain warranties. If you are entitled to any warranties under law that cannot be disclaimed, then to the extent permitted by law, the duration of such statutory warranties is limited to 30 days from the date you first use the Service, and the remedies for breach of any such warranty are limited to (at Awtomic’s option) providing the Service again or refunding any unused portion of fees for the period of the breach. This Section 10 applies to the fullest extent allowed under applicable law.
11.1 Updates and Upgrades: You acknowledge that Awtomic is continually improving and evolving the Service. Awtomic may, from time to time, develop and deploy updates, upgrades, bug fixes, patches, or new versions of the Service or associated software (”Updates”). These may be automatically installed or implemented without providing any additional notice to you. You consent to such automatic Updates. Certain Updates may require you to take action (such as updating your Shopify theme integration code or updating a mobile app) to maintain compatibility or security; it is your responsibility to promptly implement such Updates. Awtomic will not be responsible for errors or security risks resulting from your failure to implement any provided Update.
11.2 Changes to Service Features: Awtomic reserves the right to add, modify, or remove features or functionality of the Service at any time. We understand that changes can affect how you use the Service, and we will try to notify you of any material changes (such as retiring a major feature or significantly changing the user interface or workflow). However, for routine improvements or minor adjustments, we may not provide explicit notice. Any new or modified features are subject to these Terms. If a feature is discontinued, Awtomic will attempt to provide a reasonable alternative or workaround, or communicate any transition plans. Your sole remedy for dissatisfaction with any changes or discontinuation of a feature is to stop using the Service or to terminate your subscription.
11.3 Suspension of Service: In certain circumstances, Awtomic may need to suspend or limit your access to the Service, either on a temporary or permanent basis. Reasons for suspension may include, for example: (a) to comply with a legal requirement or court order; (b) to perform maintenance or emergency technical interventions to protect the integrity of the Service; or (c) if you breach these Terms (including failure to pay fees or violation of acceptable use) or if your use of the Service poses a security risk or could subject Awtomic or any third party to liability. Where practicable, we will give advance notice of a suspension and cooperate to restore service as soon as the issue is resolved. Suspension of Service for cause (e.g., due to your breach or threat) does not entitle you to any refund or relief from fees.
11.4 Beta Features: If Awtomic offers any beta or experimental features, such features are provided “as-is” and without any warranties or commitments. Beta features may be identified as “beta,” “labs,” “preview,” “early access,” or similar. They may be subject to additional terms and may be discontinued or modified at any time. Use beta features at your discretion, and avoid relying on them for critical operations.
12.1 Your Business Responsibilities: You are solely responsible for the operation of your ecommerce business, including the products or services you sell, their quality and legality, how you advertise and market to customers, and how you handle orders, fulfillment, shipping, and customer support. Awtomic provides tools to manage subscriptions and orders, but we are not a party to any sales or transactions between you and your end customers. You are responsible for resolving any disputes or issues with your customers (for example, billing disputes, dissatisfaction with products, delivery issues, etc.). You agree that Awtomic has no obligation to intervene in any such disputes and release Awtomic from any claims, demands, or damages arising out of your transactions or relationships with your customers.
12.2 Indemnification by You: You agree to defend, indemnify, and hold harmless Awtomic, its affiliates, subsidiaries, officers, directors, employees, consultants, agents, and licensors (collectively, the “Awtomic Indemnified Parties”) from and against any and all third-party claims, demands, suits, actions, liabilities, losses, damages, judgments, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to:
Awtomic will promptly notify you of any such claim (provided that failure to give timely notice will not relieve your indemnification obligations except to the extent such delay materially prejudices your ability to defend the claim). You will have control of the defense and settlement of the claim, provided that any settlement admitting liability or imposing obligations on any Awtomic Indemnified Party requires Awtomic’s prior written consent (not to be unreasonably withheld). Awtomic reserves the right, at its expense, to participate in the defense with counsel of its choosing.
Your indemnification obligations will survive termination or expiration of this Agreement and your use of the Service.
12.3 Indemnification by Awtomic (Intellectual Property): Awtomic will defend you (the Merchant) against any third-party claim alleging that Awtomic’s Service, in the form provided to you and used as authorized under these Terms, directly infringes a valid patent, copyright, or trademark of that third party, or misappropriates a third party’s trade secret, and Awtomic will indemnify you against any damages finally awarded by a court or agreed to in settlement (including reasonable legal fees) attributable to such claim. The foregoing obligations apply only if: (a) you promptly notify Awtomic of the claim in writing; (b) Awtomic has sole control over the defense and any settlement of the claim (you agree to cooperate with Awtomic, at our request and expense, in the defense); and (c) you have not made any admissions or taken any action that prejudices Awtomic’s defense. If such an infringement claim arises, or if Awtomic reasonably believes it is likely to arise, Awtomic may, at its option and expense, either: (i) procure the right for you to continue using the Service; (ii) modify or replace the allegedly infringing component of the Service so that it becomes non-infringing (while substantially preserving functionality); or (iii) if Awtomic determines that neither (i) nor (ii) is commercially feasible, terminate your use of the affected Service and refund any pre-paid fees for the terminated portion of the Service. This Section 12.3 states Awtomic’s sole liability, and your exclusive remedy, for any intellectual property infringement or misappropriation by the Service. Awtomic will have no liability for any claim to the extent it arises from: (1) any Merchant Content or other materials provided by you; (2) your combination or use of the Service with products, software, or services not furnished by Awtomic (including third-party platforms like Shopify) if the claim would not have arisen but for such combination or use; or (3) your use of the Service in a manner not strictly in accordance with these Terms or the documentation.
13.1 Term: These Terms are effective as of the moment you first accept them or begin using the Service, and will continue in effect until terminated as provided herein (the “Term”). Each subscription plan you purchase will have a subscription period (e.g., monthly or annual) that automatically renews as described in Section 6.4 unless terminated.
13.2 Termination by You: You may terminate this Agreement at any time by canceling your Awtomic subscription and ceasing all use of the Service. In practice, this typically means uninstalling the Awtomic app from your Shopify store and paying any outstanding balances. Uninstalling the app or otherwise ceasing to use the Service will be deemed termination by you. If you terminate in the middle of a billing cycle, no pro-rata refunds will be given (see Section 6.7). We recommend exporting any needed data before termination, as Awtomic may delete your data after termination (per Section 8.5).
13.3 Termination or Suspension by Awtomic: Awtomic may terminate this Agreement or suspend your access to the Service under the following circumstances:
13.4 Effect of Termination: Upon termination or expiration of this Agreement for any reason: (a) cessation of access: your rights to access and use the Service will immediately terminate, and Awtomic may disable your account and access credentials; (b) payment obligations: you will remain liable for any accrued or unpaid fees or charges as of the termination date (and any late fees or interest as applicable). If termination is due to your breach, and you have an unpaid balance, Awtomic may accelerate and declare immediately due all fees under the remainder of your subscription term, if any; (c) return of property: each party will promptly return or delete the other party’s Confidential Information as required by Section 9 (except as allowed for backup or legal compliance); (d) data retrieval: as noted, Awtomic may delete your Merchant Content and data after termination, and is not obligated to retain it (beyond what is required by law). It is your responsibility to export your data beforehand. If you need limited access to the Service post-termination solely to retrieve data, you may contact Awtomic to request it; we may grant such access in our discretion, provided that your outstanding fees are paid.
13.5 Survival: Any provisions of these Terms that by their nature should survive termination shall survive, including but not limited to: payment obligations (to the extent fees were incurred prior to termination), intellectual property rights and ownership provisions, confidentiality obligations, warranty disclaimers, limitations of liability, indemnification obligations, dispute resolution and arbitration, and general provisions. Termination does not relieve either party from liability for breaches occurring prior to termination.
14.1 Indirect Damages: To the fullest extent permitted by law, in no event will Awtomic or its affiliates, officers, employees, agents, partners, or suppliers be liable to you or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages whatsoever, including but not limited to damages for lost profits, lost revenue, lost business opportunities, loss of goodwill or reputation, loss of data, or procurement of substitute services, arising out of or related to this Agreement or your use of or inability to use the Service, even if Awtomic has been advised of the possibility of such damages and even if a remedy fails of its essential purpose.
14.2 Cap on Liability: To the fullest extent permitted by law, Awtomic’s total cumulative liability to you or any third party arising out of or in connection with the Service or these Terms shall not exceed the greater of: (a) the total amount of fees that you have paid to Awtomic in the twelve (12) months immediately prior to the event giving rise to the liability, or (b) One Hundred U.S. Dollars (US $100). If applicable law limits the cap on liability such that a higher minimum amount is mandated, then Awtomic’s liability shall be limited to that amount.
14.3 Clarifications: The limitations in this Section 14 apply regardless of the theory of liability (contract, tort, negligence, strict liability, misrepresentation, or any other legal theory) and even if the damages are foreseeable or any limited remedy is found to have failed its essential purpose. Each party acknowledges that the other party has entered into these Terms relying on the limitations of liability stated herein, and that these limitations are an essential basis of the bargain between the parties.
14.4 Exceptions: The above limitations (in Sections 14.1 and 14.2) do not apply to the extent prohibited by law, and do not limit either party’s liability for: (i) death or personal injury caused by its gross negligence or willful misconduct; (ii) its fraud or fraudulent misrepresentation; or (iii) any liability that cannot be limited or excluded by law. Additionally, the liability cap in Section 14.2 does not apply to your indemnification obligations under Section 12.2 or to your payment obligations for fees owed, and it does not apply to Awtomic’s indemnification obligations under Section 12.3 for IP infringement claims (however, any payments made by Awtomic under Section 12.3 would count toward satisfaction of the liability cap for other purposes).
14.5 Consumer Law Rights: We have stated that these Terms are for business use and not consumer use. However, if despite that, you are deemed a consumer under applicable law or you have certain non-waivable rights, some of the above exclusions or limitations may not apply to you. In such cases, Awtomic’s liability shall be limited to the maximum extent permitted by applicable law.
15.1 Governing Law: These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or the Service (whether in contract, tort, or otherwise) shall be governed by the laws of the State of California, U.S.A., without regard to its conflict of laws principles that would result in the application of the laws of another jurisdiction. However, the U.S. Federal Arbitration Act will govern the interpretation and enforcement of the arbitration agreement below (in Section 15.2).
15.2 Arbitration Agreement: Any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Service, including the determination of the scope or applicability of this arbitration agreement, shall be resolved by final and binding arbitration. This agreement to arbitrate is intended to be broadly interpreted and to encompass all disputes or claims between us that can legally be arbitrated, including claims based in contract, tort, statute, fraud, misrepresentation, or any other legal theory.
15.3 Class Action Waiver: All disputes shall be resolved on an individual basis. You and Awtomic agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. The arbitrator shall have no authority to consolidate or join the claims of different parties into one proceeding, nor to hear any arbitration as a class or representative action. The arbitrator can only decide your and/or Awtomic’s individual claims; he or she may not preside over any form of a representative or class proceeding. If this class action waiver is found to be unenforceable or unlawful for any reason, then the entirety of the agreement to arbitrate in Section 15.2 may be deemed void (but the rest of these Terms will continue to apply), and in such case the parties agree that class claims may only be brought in a court of competent jurisdiction and not in arbitration.
15.4 Exceptions to Arbitration: Notwithstanding the foregoing arbitration agreement, the following types of issues may be brought to court instead of arbitration:
15.5 Judicial Forum for Disputes: Subject to the arbitration requirements above, in the event that a dispute is deemed not subject to arbitration (either because the arbitration agreement is found unenforceable or one of the exceptions in 15.4 applies), then the exclusive jurisdiction and venue for any lawsuit arising out of or related to these Terms or the Service shall be the state and federal courts located in San Francisco County, California. Both you and Awtomic consent to the personal jurisdiction of those courts for litigating such disputes and waive any objection to venue or inconvenient forum in those courts.
15.6 WAIVER OF JURY TRIAL: To the extent any dispute is determined to be resolved in court rather than through arbitration, you and Awtomic hereby waive any right to a jury trial. If for any reason this waiver is not enforceable, the parties agree to try any eligible claim before a judge, not a jury.
This Section 15 shall survive termination of the Agreement. If any portion of this Section (other than the class action waiver) is found to be unenforceable, the remainder shall still be given full effect.
16.1 Electronic Communications: All communications, notices, and agreements between you and Awtomic will be provided electronically (via email, in-app notifications, or through our website), unless otherwise expressly required by law. You consent to receive all such communications electronically, and you agree that these electronic communications satisfy any legal requirement that such communications be in writing.
16.2 Notices: Any notices you wish to send to Awtomic must be submitted via email to the contact information provided on our website or as indicated within the Service. Notices sent by email are deemed effective upon our acknowledgment of receipt. Similarly, Awtomic may send notices to you at the email address you provided during account registration or updated in your account settings, and such notices shall be deemed effective upon transmission.
16.3 Assignment: You may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations hereunder without Awtomic’s prior written consent. Awtomic may freely assign these Terms and any rights or obligations hereunder. Any assignment in violation of this provision shall be void.
16.4 Force Majeure: Neither party shall be liable for delays or failure to perform due to causes beyond their reasonable control, including, without limitation, acts of God, war, terrorism, labor disputes, government orders, pandemics, outages of utilities or internet services, or any other force majeure events.
16.5 Severability: If any provision of these Terms is held to be unenforceable or invalid by a court or arbitrator, the affected provision will be modified to the minimum extent necessary to make it enforceable or severed entirely if necessary, without affecting the remaining provisions.
16.6 Waiver: No waiver of any provision of these Terms shall be effective unless explicitly set forth in writing. The failure of either party to enforce any right or provision herein will not be considered a waiver of that right or provision in the future.
16.7 Entire Agreement: These Terms constitute the entire agreement between you and Awtomic regarding your use of the Service and supersede all prior and contemporaneous agreements, proposals, or representations, whether written or oral.
16.8 Changes: Awtomic may update or modify these Terms from time to time. We will provide notice of material changes, and your continued use of the Service following such notice will constitute acceptance of the revised Terms.
By using Awtomic’s Service, you acknowledge that you have read these Terms of Service, understand them, and agree to be bound by them. If you have any questions or concerns about these Terms, please contact Awtomic at support@awtomic.com before using the Service.
