Last updated: September 4, 2025
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 includes its non-public data (“Customer Data”). The Receiving Party will protect the Disclosing Party's Confidential Information with a reasonable degree of care.
3.2. Proprietary Rights. Customer owns 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.
3.4. Privacy Policy. Cust's collection, use, and processing of personal information is described in its Privacy Policy.The Privacy Policy is incorporated into these Terms by reference and forms part of this binding agreement. Customer acknowledges that it has read the Privacy Policy and agrees to its terms.
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 B).
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. The Provider shall indemnify, defend, and hold Customer harmless from third-party claims arising from: (i) Intellectual property infringement by the Services; or (ii) Data breaches due to the Provider's negligence.
6.2. By Customer. The Customer shall indemnify, defend, and hold Provider 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 Provider's aggregate liability for all claims arising out of or related to this Agreement exceed the total fees paid or payable by Customer to Provider 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, for direct claims arising from either (i) a breach of the Provider's confidentiality obligations or (ii) a data breach due to the Provider's failure to meet its security obligations, the Provider's total aggregate liability for these specific claims shall not exceed two times (2x) the General Liability Cap.
8.3. Exclusions. These limitations of liability will not apply in cases of the Provider'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. Entire Agreement. These Terms and the applicable Order Form constitute the entire agreement between the parties.
Provider 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 Provider 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 Provider's reasonable control, including force majeure events, third-party service failures, or issues with the Customer's own systems or internet connectivity.
