Last updated: Jan 26, 2026
These Terms of Service (“Terms”) govern the access to and use of the Services provided by UAB Autonominiai pardavimai (“Cust,” “we,” or “us”) by the entity agreeing to these terms (“Customer”). These Terms are incorporated into each Order Form by reference. An “Order Form” is the ordering document specifying the Services, fees, Subscription Period, and other commercial terms. If there is any conflict between an Order Form and these Terms, the Order Form will control.
1.1. Provision of Services. Cust will make the Services available to Customer pursuant to these Terms and the applicable Order Form.
1.2. License Grant. During the Subscription Term, Cust grants Customer a non-transferable, limited license to access and use the Services for its internal business purposes.
1.3. Support. Cust will provide technical support for the Services as described in Exhibit A.
2.1. Acceptable Use. Customer shall not: (i) resell the Services; (ii) reverse engineer the Services; (iii) use the Services for any unlawful purpose; (iv) interfere with the performance of the Services; or (v) transmit any Customer Data that is unlawful or violates the rights of others.
2.2. Customer Responsibilities. Customer is responsible for the accuracy and legality of its data, for maintaining the confidentiality of its user accounts, and for all activities that occur under its accounts.
3.1. Confidential Information. “Confidential Information” means all information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential. Customer’s Confidential Information is any data that Customer shares with Cust, including data that it processes on behalf of its own customers (“Customer Data”). The Receiving Party will protect the Disclosing Party's Confidential Information using industry standard technical and organizational controls.
3.2. Proprietary Rights. Customer and Customer’s customers own all right, title, and interest in and to Customer Data. Cust owns all right, title, and interest in and to the Services and all underlying technology.
3.3. AI and Data Processing. Cust utilizes third-party AI providers to enhance the Services. These providers shall not store Customer Data or use Customer Data to train AI models. Cust shall maintain zero data retention configurations with its AI providers. Cust shall not use Customer Data to train AI models.
3.4. Privacy Cust will implement and maintain reasonable administrative, physical and technical safeguards which are designed to help prevent any collection, use or disclosure of, or access to Customer Data that this Agreement does not expressly authorize. Customer and Cust agree that to the extent that, in the course of providing the Service, Cust processes data that is subject to applicable data privacy laws and regulations of the European Union (including Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data), Switzerland, the United Kingdom, and U.S. state and federal privacy laws (including the California Consumer Privacy Act and California Privacy Rights Act), such processing will be subject to the terms the Data Processing Amendment Agreement attached as Exhibit B (the “DPA”). In the event of any conflicts between these Terms and the DPA, the applicable provision(s) of the DPA will govern. Customer and Cust further agree that by using the Service, you agree to have Content collected, used, transferred to and processed in the United States of America, subject to the terms of the DPA.
4.1. Fees. Customer will pay all fees specified in the Order Form. All payment obligations are non-cancelable and fees paid are non-refundable, except as explicitly provided in an Order Form (such as a first-month satisfaction guarantee).
4.2. Payment Terms. Fees and payment processes are specified in the Order Form. Unless otherwise stated, fees are due upon receipt of the invoice.
5.1. Term and Renewal. The Subscription Period (e.g., month-to-month) and renewal terms are specified in the Order Form.
5.2. Termination. A party may terminate this Agreement for cause upon 30 days’ written notice of a material breach if such breach remains uncured. Customer may also terminate this Agreement as specified in the Service Level Agreement (Exhibit C).
5.3. Effect of Termination. Upon termination, all rights to access the Services will cease. Cust will make Customer Data available for export for 30 days, after which it will be deleted.
6.1. By Cust. Cust shall indemnify, defend, and hold Customer and its officers, directors, agents, employees, successors and assigns harmless from all damages, obligations, losses, liabilities, costs or debt, and expenses arising any suit, claim, action or processing brought by a third-party: (i) alleging that the Service infringes any third party’s trademark, patent or copyright; or (ii) that results from a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Customer Data transmitted, stored or otherwise processed by Cust; negligence.
6.2. By Customer. The Customer shall indemnify, defend, and hold Cust harmless from any third-party claims arising from allegations that the Customer Data, when used according to the terms of this Agreement, infringes upon a third party's intellectual property rights.
7.1. Cust Warranty. Cust warrants that the Services will perform materially in accordance with the Documentation and the Service Level Agreement in Exhibit B.
7.2. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS.” CUST DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.
8.1. General Liability Cap. Except as provided below, in no event shall the Cust's aggregate liability for all claims arising out of or related to this Agreement exceed the total fees paid or payable by Customer to Cust in the twelve (12) months immediately preceding the first event giving rise to liability (the "General Liability Cap").
8.2. Super Cap for Specific Claims. As an exception to the General Liability Cap, (i) for direct claims arising from a breach of the Cust's confidentiality obligations or (ii) the indemnification in 6.1, Cust's total aggregate liability for these specific claims shall not exceed the greater of one-hundred thousand dollars ($100,000) or two times (2x) the General Liability Cap.
8.3. Exclusions. These limitations of liability will not apply in cases of the Cust's gross negligence or willful misconduct.
9.1. Governing Law. This Agreement shall be governed by the laws of the Lithuania. The parties consent to the exclusive jurisdiction of the courts located in Vilnius, Lithuania.
9.2 Publicity. Neither party shall reference the other party in press releases nor use the other party’s name or logo in marketing materials.
9.3. Entire Agreement. These Terms and the applicable Order Form constitute the entire agreement between the parties.
Cust provides technical support, training, and onboarding sessions 24 hours/day, Monday-Friday, excluding holidays via email & Slack. Initial response time is within 24 business hours.
1. Uptime Guarantee. The Cust guarantees a 99.5% monthly uptime.
2. Service Credits. If uptime falls below this target, compensation shall be as follows:
3. Termination Right. If uptime is below 95.0% for three consecutive months, Customer may terminate the agreement without penalty and receive a pro-rata refund for prepaid fees.
4. Exclusions. This SLA excludes downtime caused by factors beyond Cust’s reasonable control, including force majeure events, third-party service failures, or issues with the Customer's own systems or internet connectivity.
This Data Processing Addendum ("DPA") forms part of the Cloud Service Agreement ("Agreement") between UAB “Autonominiai pardavimai” (trading as Cust) ("Provider") and the Customer identified in the Agreement ("Customer").
This DPA applies to the extent that Provider processes Personal Data on behalf of Customer in the course of providing the Cloud Services.
2.1 Roles. The parties acknowledge and agree that with regard to the Processing of Personal Data, Customer is the Controller and Provider is the Processor.
2.2 Nature of Processing. Provider shall process Personal Data only for the purpose of providing the Services (including AI-driven insights, workflow automation, and customer success management) and in accordance with Customer’s documented instructions.
3.1 Data Subject Rights. To the extent legally permitted, Provider shall promptly notify Customer if it receives a request from a Data Subject to exercise their rights (e.g., right of access, rectification, erasure). Provider shall not respond to such request without Customer’s prior written consent, except to confirm that the request relates to Customer. Provider shall provide reasonable assistance to Customer to fulfill these rights.
3.2 Confidentiality. Provider shall ensure that its personnel engaged in the processing of Personal Data are informed of the confidential nature of the data and have received appropriate training on their responsibilities.
3.3 Security. Provider shall implement and maintain appropriate technical and organizational measures to protect Personal Data against unauthorized or unlawful processing, accidental loss, destruction, or damage. These measures shall be consistent with the Provider’s SOC 2 compliance standards.
4.1 Authorized Sub-processors. Customer grants a general authorization to Provider to engage Sub-processors to provide the Services. A current list of Sub-processors is available at our Privacy Policy page.
4.2 Changes to Sub-processors. Provider will notify Customer (via email or in-app notification) of any intended changes concerning the addition or replacement of Sub-processors. Customer may object to such changes on reasonable data protection grounds within thirty (30) days of such notice.
4.3 Liability. Provider remains fully liable to Customer for the performance of the Sub-processor’s data protection obligations.
5.1 Hosting Location. Customer can choose data hosting residency between US and Europe.
5.2 Transfer Mechanisms. To the extent that the processing of Personal Data involves an international transfer of data from the European Economic Area (EEA), Switzerland, or the UK to a country that does not ensure an adequate level of protection, the parties agree to rely on the EU Standard Contractual Clauses (SCCs), which are hereby incorporated by reference.
6.1 Notification. Provider shall notify Customer without undue delay (and in any event within 72 hours) after becoming aware of a confirmed Personal Data Breach affecting Customer’s data.
6.2 Assistance. Provider shall provide reasonable assistance to Customer in complying with its obligations to notify supervisory authorities or Data Subjects.
7.1 Security Reports. Upon written request, Provider shall supply Customer with its most recent SOC 2 Type 1 (or Type 2, when available) audit report to demonstrate compliance with this DPA.
7.2 Inspections. Due to the security risks of allowing third-party access to production environments, the parties agree that the provision of the audit reports in Section 7.1 satisfies Customer’s audit rights under Data Protection Laws, unless a formal audit is strictly required by a Supervisory Authority.
8.1 Service Provider Status. For the purposes of the CCPA, Provider acts as a "Service Provider."
8.2 Restrictions. Provider certifies that it shall not:
Upon termination or expiration of the Agreement, Provider shall delete all Personal Data in accordance with the timelines specified in the Agreement within 30 working days, unless applicable law requires storage of the Personal Data.
A. Subject Matter and Duration of the Processing
The subject matter of the processing is the provision of the AI Customer Success Platform ("Cust"). The duration is the term of the Agreement.
B. Nature and Purpose of the Processing
Processing includes collection, storage, retrieval, consultation, and use of data to provide customer success insights, generate AI summaries, automated workflows, and reporting.
C. Categories of Data Subjects
D. Categories of Personal Data
* Identity & Contact Data: Names, job titles, email addresses, phone numbers, and internal User IDs.
Commercial Data: Subscription details, contract value (ARR/MRR), renewal dates, and billing status (excluding sensitive payment card details or bank account numbers).
Technical & Usage Data: Information on how individuals are using products and/or services.
Communication Data: Records of customer interactions, such as support ticket history, email, calendar events, call transcripts and notes entered by Customer Success Managers.
Provider currently maintains the following minimum security measures:
