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Terms of Use and Terms of Service

AUTONOOMI LABS LLC

1. About, the Parties, and Notices

1.1. This document constitutes binding terms of use, terms of service, and an engagement agreement (hereinafter: the "Terms" or the "Agreement"), between: AUTONOOMI LABS LLC, a limited liability company registered in the State of Delaware, United States, whose address is: 8 The Green, STE B, Dover, DE 19901, USA; email address: support@autonoomi.com (hereinafter: the "Company"); and: any corporation, dealer, business entity, authorized representative, customer, authorized user, or any other party making use of the Platform or the Services (hereinafter: the "Customer" or the "User").

1.2. The Terms govern the conditions of use and engagement between the Company and the Customer in connection with the use of the Platform and the Services.

1.3. Use of the Platform is permitted for business customers and strictly in a business-to-business (B2B) context. No private or consumer use may be made of the Platform.

1.4. Any access to the Platform, registration, login, submission of information, receipt of service, or other use thereof constitutes confirmation by the Customer that they have read the Terms, understood them, and agreed to their provisions.

1.5. To the extent that a specific agreement exists between the Company and the Customer (an engagement agreement, price quote, commercial addendum, or order document), the provisions of the Terms shall apply in addition to the specific agreement. In the event of an express conflict, the provisions of the specific agreement shall prevail with respect to that specific matter only and to the extent expressly stated therein.

1.6. The Company may provide the Services, in whole or in part, through affiliates and subcontractors on its behalf; the Company shall remain responsible to the Customer for the fulfillment of its obligations under the Terms.

1.7. Official notices under this Agreement shall be delivered by email — to the Company: at support@autonoomi.com; to the Customer: at the email address registered in their account — and shall be deemed delivered within one business day from the time of sending.

1.8. Section headings are intended for convenience only and shall not affect the interpretation of the Terms. Words in the singular include the plural, and vice versa, as the context requires. Words phrased in the masculine refer to all genders.

2. Nature of the Service

2.1. The Platform is a cloud-based application (web-app) that assists the Customer in managing and promoting their advertising activity on the Amazon marketplace, including by formulating marketing and sales strategies, setting goals and budgets, and executing and managing advertising campaigns.

2.2. The Service combines two layers: (a) Technological layer — automated and artificial intelligence-based tools for strategy formulation, product and market data analysis, and generating recommendations; (b) Execution layer — operational management of the campaigns by the Company's team, including campaign creation, optimization, research, and keyword management.

2.3. The formulation of the strategy, goals, and budget is presented to the Customer via an interface and a smart chat, and is subject to the Customer's approval prior to execution.

2.4. It is clarified that the Company does not guarantee achieving any result whatsoever, including sales volume, conversion rates, return on ad spend (ROAS), meeting targets, or that the suggested strategy is the most optimal possible. Any indication, estimate, or target constitutes an assessment only.

2.5. Some of the Services may rely on automated mechanisms, algorithms, artificial intelligence tools, cloud services, and third-party services, including the Amazon platform.

3. The BETA Phase and Its Method of Operation

3.1. As of this date, the Service is provided as part of a trial phase (BETA). Changes, additions, or removals of capabilities, disruptions, as well as discontinuation of the Service, in whole or in part, may occur at any time.

3.2. During the BETA phase, the Company guides and oversees the strategy suggested to the Customer, but this does not derogate from the absence of liability for results and the warranty disclaimer and limitation of liability provisions in the Terms.

3.3. Payment terms, refunds, and cancellation during the BETA phase are detailed in Sections 12, 13, and 24 below.

3.4. During the beta phase, the Service is operated without an official Amazon API connection, and performance data is imported into the system manually and periodically.

3.5. Therefore, the data displayed on the Platform is not real-time data and may be updated with a certain delay. The Company does not guarantee a daily or fixed update frequency; campaign updates, bids, and keywords are executed according to the Company's professional discretion and its system workflow procedures.

3.6. Some of the management actions and data entry are performed manually by the Company's team. The Customer confirms that they are aware that a beta phase, by its very nature, involves the possibility of delays, inaccuracies, and human errors, and that they chose to join the Service with this knowledge.

3.7. It is clarified that this method of operation is part of the definition of the Service in the beta phase and does not constitute a breach of the Terms, and nothing stated shall derogate from the warranty disclaimer and limitation of liability provisions in the Terms.

3.8. This section will be updated upon transition to an official Amazon API connection.

4. Threshold Conditions for Use

4.1. Use of the Platform is permitted for business customers only — who own an active and lawful store on the Amazon platform — and for authorized representatives on their behalf.

4.2. The Customer declares that they are lawfully authorized to enter into this Agreement, and that whoever performs the registration, login, or grants approvals on their behalf is authorized to bind them.

4.3. The Company may, at its discretion, approve or reject registration, condition access upon signing a specific agreement, and restrict services to certain customers.

5. Definitions

For the purposes of these Terms:

6. Registration, Agreement Formation, and Account Opening

6.1. The onboarding process in the BETA phase includes an introductory meeting (Zoom), followed by receiving a payment link via the clearing provider, and upon completion of payment — delivery of access credentials (username and password) to the system.

6.2. The Agreement is formed upon checking the consent box on the payment page or, whichever is earlier, upon first logging into the system. The Company retains documentation of the approved version of documents, the date of approval, and the IP address from which approval was given.

6.3. The Customer undertakes to provide true, accurate, complete, and updated registration details, and to update them as necessary.

6.4. The Customer is solely responsible for maintaining the confidentiality of their access credentials and those of the Authorized Users on their behalf. Any action performed using the access credentials shall be deemed an action approved by them.

6.5. The Customer shall notify the Company without delay of any suspicion of unauthorized use, credential leakage, or security incident.

7. Access Permission to the Advertising Account, Authority to Act, and Budget

7.1. For the purpose of providing the Services, the Customer grants the Company access and management permission to their Advertising Account (user permission), to the extent required for executing and managing campaigns. The permission is granted voluntarily by the Customer and may be revoked by them at any time, subject to Section 24.

7.2. The permission includes, among other things, creating, editing, activating, pausing, and optimizing campaigns, managing keywords, and allocating and managing advertising budgets in the Advertising Account, in accordance with the strategy and budget approved by the Customer.

7.3. The only approval required from the Customer is the monthly advertising budget limit for the account. Within the approved limit, the Company is granted full and exclusive professional discretion — including creating, editing, pausing, and closing campaigns of any kind, altering bids and keywords, and allocating budget between campaigns and products — without requiring specific approval for each action.

7.4. Company Commitment: The budget settings defined by the Company in the advertising systems will not exceed the budget limit approved by the Customer, plus a permissible operational deviation of up to 20%, which the Customer approves in advance upon joining.

7.5. In addition to and beyond the aforementioned deviation, it is clarified that Amazon's advertising mechanism may, under its terms of use, actually spend amounts exceeding the defined budgets (including a daily expenditure of up to double the daily budget, balanced on a monthly basis). Therefore, actual expenditure may reach the approved limit plus 20% plus any deviation originating from Amazon's mechanisms. Deviations originating from Amazon and any future change in its budgeting policy are beyond the Company's control, are not counted within the 20% deviation, and shall not be deemed a breach by the Company — provided that the budget settings it defined matched the approved limit plus the permissible deviation. Both deviation components — the operational deviation (20%) and deviations originating from Amazon's mechanisms — will be explicitly displayed on the payment page as well.

7.6. Any change to the budget limit itself shall be made only at the Customer's request or with their documented approval (by email or click within the system), and all approvals shall be saved in the system log.

7.7. The Customer is required to provide accurate and updated data (including product costs and business goals). The Company may rely on this data and shall not bear liability for outcomes resulting from erroneous or incomplete data.

7.8. The Customer represents and warrants that they are authorized to grant the Company access to the Advertising Account and that there is no contractual or other impediment to doing so.

7.9. Access shall be granted strictly via named user permission in the name of the Company, in accordance with Amazon's permission mechanisms, and never by providing personal passwords or login credentials.

7.10. The Company operates in the Advertising Account in accordance with Amazon's policies and terms of use, as updated from time to time, including Amazon's rules regarding automated tools and AI agents, and the Company shall cease or adjust its activity in the account upon Amazon's demand.

7.11. Any decision by Amazon — suspension, restriction, or closure of an account, rule changes, tool blocking, or any other action — is beyond the Company's control and responsibility, even if it occurred in proximity to actions performed by the Company in the account, and shall not give rise to any cause of action by the Customer against the Company.

7.12. The advertising budget is funded by the Customer and billed by Amazon directly to them. The Company does not bear the cost of the advertising budget and is not responsible for its amount, utilization, or results.

7.13. The Company is not responsible for campaign performance, including cost per conversion, impression volume, or sales, and does not guarantee that spending the budget will yield any result.

7.14. The Customer is solely responsible for ensuring that the Advertising Account and its activity comply with Amazon's rules, policies, and terms of use, and all applicable laws.

7.15. The Customer may revoke access permission at any time; revoking permission may prevent the continued provision of the Services, in whole or in part.

8. License to Use and Users

8.1. Subject to compliance with the Terms and payment of consideration, the Customer is granted a limited, revocable, non-exclusive, non-transferable, and non-assignable license for internal business use of the Platform only.

8.2. The Customer may permit access to Authorized Users on their behalf, and is responsible for ensuring they act in accordance with the Terms.

8.3. Nothing in these Terms shall confer upon the Customer any right in the Company's intellectual property beyond the aforementioned limited license to use.

9. Artificial Intelligence and Use of Data

9.1. The Services include the use of artificial intelligence tools for strategy formulation, product and market data analysis, and generating recommendations, including via smart chat.

9.2. The Company utilizes third-party provider models and may replace or change the providers and models from time to time.

9.3. The Company may use Platform usage data, management decisions, and their results to operate, improve, and train its own systems. External publication of such data will be done solely in an aggregated and anonymous form that does not identify the Customer or their specific data.

9.4. The Company's external artificial intelligence providers (such as Anthropic) do not train their models on customer data.

9.5. AI outputs constitute a commercial aid only and do not constitute advice, representation, or a binding commitment. Inaccuracies, errors, incomplete or outdated information, and flawed deliverables ("hallucinations") may occur. See also Section 17 below.

9.6. Supervision or guidance by the Company during the BETA phase shall not constitute a warranty for results or for the accuracy of outputs.

10. Intellectual Property and Feedback

10.1. All intellectual property rights in and to the Platform — including the website, interface, software, code, algorithms, models, database structure, design, methodologies, workflows, reports, templates, names, logos, and trademarks — are and shall remain the exclusive property of the Company or its licensors.

10.2. It is prohibited to copy, duplicate, distribute, transmit, display publicly, translate, adapt, reverse engineer, decompile, scrape data, or make any other use of the Platform or any part thereof, except as expressly permitted in the Terms or by law.

10.3. Rights in raw Customer Data shall remain with the Customer. The Customer grants the Company a limited license to use Customer Data for the duration of the engagement and any additional period reasonably required, for the purpose of operating the Platform, providing the Services, maintenance, security, backup, auditing, and improving the Services, all subject to applicable law and the provisions of Section 9.

10.4. The Customer shall not use the Company's name, the Platform's name, its marks, or reputation in a manner that may create an appearance of partnership, sponsorship, or endorsement, without prior written approval.

10.5. Ideas, suggestions, and feedback provided by the Customer to the Company regarding the Service grant the Company a full, global, royalty-free license to use them, including integrating them into services and products, without an obligation of attribution or payment.

11. Availability, Maintenance, and Third-Party Dependency

11.1. The Company will use reasonable efforts to make the Platform available and operational to the Customer, but does not guarantee continuous, uninterrupted, fault-free, or disruption-free availability, nor does it commit to a specific service level agreement (SLA).

11.2. The Platform and Services rely, among other things, on cloud and storage infrastructures (AWS), third-party artificial intelligence tools and models, and the Amazon platform. Service availability, quality, accuracy, and continuity may be affected by malfunctions, changes, updates, restrictions, or decisions of such third-party providers, and the Company is not responsible for this.

11.3. The Company may periodically perform maintenance work, updates, and changes to the Platform, including adding, removing, or discontinuing components. To the extent that material planned downtime is involved, advance notice will be provided as much as possible and reasonable under the circumstances.

12. Consideration, Payments, Recurring Subscription, and Taxes

12.1. During the BETA phase, the consideration for the Services is $150 per month, in accordance with the Beta Lifetime Plan terms in Section 13, unless specified otherwise in a specific agreement.

12.2. Payment is processed via an external clearing provider (Stripe). Payment method details are not stored on the Platform and are processed by the clearing provider in accordance with its terms.

12.3. The subscription renews automatically on a monthly basis until canceled. The Customer may cancel at any time by clicking through the Stripe customer portal or by sending an email to support@autonoomi.com, and the cancellation will take effect from the next billing cycle.

12.4. The price, billing frequency, automatic renewal fact, and cancellation procedure will be displayed on the payment page prior to the initial charge.

12.5. Prices are exclusive of taxes. To the extent any taxes apply to the transaction (including sales tax, VAT, withholding tax, or other levies), they shall be borne and paid by the Customer.

12.6. In the event of payment default, the Company may withhold or suspend the Services and access, including campaign management, until payment is settled, all subject to Section 13.4 regarding preserving price lock.

13. Beta Lifetime Plan Package

13.1. Price Lock: The package price is $150 per month, and is locked for the Customer as long as the subscription is continuous and uninterrupted.

13.2. Package Scope: Advertising management for a single seller account only, on the Amazon US marketplace only, up to a ceiling of $5,000 managed advertising budget per month (based on a trailing three-month average).

13.3. Exceeding the Ceiling: In the event of exceeding the ceiling, the Customer will be transitioned, upon 30 days' advance written notice, to the price tier appropriate for the new volume. The Customer retains the option to reduce activity volume back below the ceiling and preserve their locked price.

13.4. Technically Failed Payment: The Company may immediately suspend the Service. If the Customer settles the payment within 14 days — continuity and price lock are preserved; if not settled — the price lock lapses.

13.5. The price lock is a price guarantee only and does not obligate the Company to continue offering the Service or the package. The Company may discontinue the Service or the package at any time upon 30 days' notice, and its sole obligation in such case is a pro-rata refund for the paid and unused period.

13.6. Misuse of the System — including aggressive or abnormal use, manipulation, or commercial use for the benefit of third parties — entitles the Company to suspend or terminate the Service at its reasonable discretion, and such termination voids the price lock.

13.7. Eligibility Conditions: The Beta Lifetime package is intended for accounts whose managed advertising budget at the time of joining does not exceed the package ceiling ($5,000 per month, averaged over the 90 days preceding onboarding).

13.8. Joining the beta program is subject to Company approval, and the Company may verify account data within 14 days of the initial payment date. If verification reveals that the account exceeds eligibility conditions — the Company may, at its option, offer the Customer a price tier appropriate for their account volume, or cancel their enrollment with a full refund of all amounts paid; such cancellation shall not confer upon the Customer any right to a price lock.

13.9. Termination for Convenience: The Company may terminate any subscription, at any time and for any reason, without requiring justification, upon 30 days' advance written notice. In such case, the Customer will be refunded the pro-rata share of any paid and unused period, and such termination shall not give rise to any additional cause of action or right for the Customer.

13.10. The Company's general right to modify the Terms (Section 25) shall not apply to the locked price and its conditions, which may only be modified according to the mechanisms set forth in this section.

13.11. Exceptional Benefit Exceeding the Ceiling: It is clarified that the package ceiling ($5,000 managed advertising budget per month) applies in any case. If the Company decides, at its sole discretion, to enroll a customer whose managed advertising budget exceeds the ceiling into the beta program, or to retain a customer who deviates from it in the program — this shall be considered a special benefit granted ex gratia (as a gesture of goodwill) and does not confer upon the Customer any vested right to the beta terms or the locked price. The Company may discontinue this benefit at any time, at its discretion, upon written notice to the Customer, and transition them to the price tier appropriate for their account volume starting from the next billing cycle, or terminate their participation in the beta program; such discontinuation of the benefit shall not be considered a breach of the Terms and shall not give rise to any cause of action or right whatsoever for the Customer against the Company.

14. Customer Obligations and Lawful Use

14.1. The Customer undertakes to use the Platform and Services lawfully, in good faith, and in accordance with all laws applicable to them and their activity.

14.2. The Customer represents that their store and activity on Amazon operate lawfully, do not infringe third-party rights, and that they are lawfully permitted to provide Customer Data to the Company and authorize the management of the Advertising Account.

14.3. The Customer undertakes not to misuse (abuse) the Platform, including: manipulating or attempting to influence system mechanisms in an unauthorized manner; scraping, crawling, harvesting, or data mining from the system or its engines; reverse engineering, decompiling, bypassing permissions, hacking, or compromising system security; using the Platform or its deliverables to build a competing service or train models; excessive or unreasonable system use exceeding standard single-customer usage.

14.4. The Customer shall reasonably cooperate with the Company for the operation of the Services, resolving complaints, regulatory inquiries, or handling security incidents.

15. Suspension, Blocking, and Removal from the BETA Phase

15.1. Without derogating from any other right, the Company may, at its discretion, restrict access, suspend a user, block an account, remove data, or remove a customer from the BETA phase, including in the event of a breach of the Terms or misuse.

15.2. To the extent possible and reasonable under the circumstances, appropriate notice will be provided to the Customer; in urgent or material cases, the Company is not obligated to wait before taking action.

16. Disclaimer of Warranties — DISCLAIMER OF WARRANTIES

16.1. The Services and Platform are provided "AS IS" and "AS AVAILABLE", without representation or warranty of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

16.2. The Company does not guarantee any business outcome, including sales volume, ACOS, conversion rates, or campaign performance, and does not guarantee that the Service will be uninterrupted, secure, or error-free.

16.3. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND WITHOUT ANY COMMITMENT TO BUSINESS RESULTS, SALES, ACOS, CONVERSIONS OR CAMPAIGN PERFORMANCE.

17. Non-Reliance on Artificial Intelligence Outputs

17.1. Artificial intelligence outputs — including strategies, recommendations, analyses, and smart chat outputs — constitute recommendations only. They may contain errors, inaccuracies, incomplete, outdated, or erroneous information.

17.2. The decision to adopt, implement, and use artificial intelligence outputs, and full responsibility therefor, rests solely with the Customer. Any reliance upon them is at the Customer's sole responsibility.

18. Limitation of Liability

18.1. Exclusion of Indirect Damages — Mutual: Neither party shall be liable to the other for any indirect, consequential, special, punitive, or incidental damages, including loss of profit, loss of business opportunity, loss of reputation, loss of customers, loss of data, or business interruption.

18.2. Liability Cap: The Company's aggregate liability for any cause of action — contractual, tortious, or otherwise — shall not exceed the total consideration actually paid to it by the Customer for the Services during the six (6) months preceding the date the cause of action arose.

18.3. Exceptions to the Cap: The liability cap in Section 18.2 shall not apply to damages caused by gross negligence, willful misconduct, or fraud.

18.4. Without derogating from the foregoing, the Company shall not be liable for: failure to achieve a result or target; campaign performance or sales volume; expended advertising budget; inaccuracy in an AI output or recommendation; unavailability of third-party tools or Amazon; suspension or closure of the Advertising Account by Amazon; technical malfunctions; or errors in information provided by the Customer.

18.5. The limitations of liability and warranty disclaimers in the Terms constitute a fundamental condition of the engagement and pricing of the Service, and the parties relied upon them in determining the price. Nothing stated shall exclude liability that cannot be conditioned or limited under applicable law.

19. Indemnification

19.1. The Customer shall indemnify and hold harmless the Company, its employees, managers, shareholders, representatives, and contractors, against any damage, loss, liability, fine, expense, or reasonable cost (including legal fees), incurred by them due to or in connection with only one of the following three situations: (a) breach of the Terms by the Customer; (b) unlawful use of the Platform by the Customer or anyone on their behalf; (c) infringement of third-party rights in information provided by the Customer.

19.2. The Company shall indemnify the Customer against damages awarded against them in a final judgment arising from a third-party claim that the Platform itself, as provided by the Company and unmodified by the Customer, infringes the intellectual property rights of such third party — provided that the Customer notified the Company of the claim without delay, enabled it to manage the defense, and cooperated with it, and subject to the liability cap in Section 18.

20. Force Majeure

20.1. The Company shall not be deemed in breach of its obligations and shall bear no liability for any delay, disruption, failure, outage, or inability to provide the Services resulting from circumstances beyond its reasonable control, including war, emergency, security incidents, strikes, pandemics, natural disasters, large-scale communication failures, cyberattacks, cloud provider outages, AI provider malfunctions, changes or restrictions by Amazon, restrictive regulations, or orders of a competent authority.

21. Mutual Confidentiality

21.1. The Company undertakes to maintain the confidentiality of the Customer's business information (including sales data, costs, and strategy) and not disclose it, except for the purpose of providing the Service, to suppliers and subcontractors subject to a parallel confidentiality obligation, or as required by law.

21.2. The Customer undertakes to maintain the confidentiality of the Company's non-public information (including methodologies, roadmap, and pricing).

21.3. Nothing in this section shall derogate from the aggregated and anonymous usage rights in Section 9.

22. Data Protection and Privacy

22.1. Use of the Platform involves data processing. Details of information collection, use, disclosure to third parties, storage, international transfer, and data subject rights are detailed in the Company's Privacy Policy, which constitutes a separate document complementary to these Terms.

22.2. It is clarified that data is stored, among other places, on third-party cloud services (AWS), including servers in the United States. Details on this matter are set forth in the Privacy Policy.

23. Non-Applicability of Consumer Protection Laws

23.1. The Customer confirms that the engagement under these Terms is a commercial business-to-business (B2B) engagement and is not a consumer transaction; therefore, and to the extent permitted by law, consumer protection provisions — including the Israeli Consumer Protection Law, 5741-1981, and remote selling regulations, to the extent applicable — shall not apply thereto.

24. Cancellation, Refunds, Money Back Guarantee, and Termination of Engagement

24.1. The Customer may cancel the engagement at any time by clicking through the Stripe customer portal or by email inquiry. The cancellation will take effect from the next billing date, and the Customer will not be charged for the subsequent billing period.

24.2. Money Back Guarantee: A beta customer may, by written request submitted to the Company within the first 90 days from the initial charge date, receive a full refund of subscription fees actually paid during that period (up to three monthly charges).

24.3. The refund will be processed to the original payment method within 14 days of approval of the request.

24.4. This benefit is one-time, for a single account and first enrollment only, and is non-transferable.

24.5. The refund applies strictly to subscription fees and does not include advertising budget paid to Amazon, which is collected by Amazon directly from the Customer.

24.6. Upon approval of the refund, the subscription terminates, the price lock and participation in the beta program expire, and the termination provisions in Sections 24.8–24.9 below apply.

24.7. After the 90 days, the standard rule applies: cancellation at any time effective from the next billing cycle, without refund for utilized periods.

24.8. Live Campaigns and Handover: Upon termination of engagement for any reason, the Customer shall elect in writing between (a) pausing all campaigns at the termination date; and (b) an orderly handover period of up to 7 days, at the end of which full responsibility for the account transitions to the Customer and they remove the Company's access permissions.

24.9. Reports and account data will be available for viewing for 7 days from the termination date.

24.10. Subscription freezing is not available unless agreed otherwise in writing.

24.11. The Company may terminate the engagement or suspend Services, in whole or in part, including immediately, in the event of a breach of the Terms, violation of law, prohibited use, legal or regulatory risk, non-payment, order of a competent authority, or any other circumstance reasonably justifying such action; as well as terminate for convenience pursuant to Section 13.9.

24.12. Upon termination, and subject to Sections 24.8–24.9, the Company may block access, cease Services and campaign management, and restrict future use. Termination does not derogate from the Customer's obligation to pay any accrued amount up to the termination date.

24.13. Provisions intended by their nature to survive termination — including intellectual property, confidentiality, warranty disclaimers, limitation of liability, indemnification, governing law and jurisdiction, and unpaid fees — shall remain in full force and effect.

25. Changes to the Terms and Versions

25.1. An effective date will be determined for each version of the Terms, and the Company will retain documentation of versions and customer approvals (including version, date, and IP address, as stated in Section 6.2).

25.2. The Company may update the provisions of the Terms from time to time. A material change to the Terms will take effect only 30 days after sending an email notice to customers, and not merely via "continued use constitutes consent". Non-material changes will take effect upon publication of the updated text on the Platform.

25.3. The locked price and its conditions under Section 13 are excluded from the general right of modification, and may only be modified according to the mechanisms set forth in Section 13.

26. Governing Law, Jurisdiction, and Dispute Resolution

26.1. These Terms and any dispute arising from or related to them shall be governed by the laws of the State of Delaware, United States, without giving effect to its conflict of laws rules.

26.2. Exclusive jurisdiction shall lie with the competent courts in the State of Delaware, United States.

26.3. These Terms do not stipulate mandatory arbitration.

26.4. JURY TRIAL WAIVER: The parties mutually waive, to the fullest extent permitted by law, their right to a jury trial in any proceeding arising from or related to the Terms.

26.5. CLASS ACTION WAIVER: Any claim shall be adjudicated solely on an individual basis. The parties waive, to the extent permitted by law, conducting any class, collective, or consolidated proceeding.

26.6. Exception — Small Claims: Notwithstanding the foregoing, either party may file a claim in a competent small claims court.

27. General Provisions

27.1. Assignment — The Customer shall not be entitled to assign or transfer rights or obligations under the Terms without prior written approval from the Company. The Company may assign its rights and obligations to any affiliate or acquirer of its business, provided that the Customer's rights are not materially impaired.

27.2. Entire Agreement — The Terms, together with the Privacy Policy, the specific agreement (if any), and any document explicitly referred to by the Company, constitute the full understandings between the parties regarding the subject matter of the engagement.

27.3. Severability — If any provision of the Terms is determined to be void or unenforceable, this shall not affect the remaining provisions.

27.4. No Waiver — The Company's refraining from enforcing any right shall not be deemed a waiver thereof.

27.5. Contact Us — For any question, inquiry, or notice regarding the Platform or the Terms, you may contact the Company by email: support@autonoomi.com.

Effective Date: July 9, 2026.

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