Terms of Service

1. Acceptance of Terms

By accessing or using the AUTONOMi platform, website, or any related services (collectively, the "Service"), you agree to be bound by these Terms of Service ("Terms"). If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity.

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

1.1 Electronic Acceptance

You may accept these Terms electronically — including by checking an acceptance box, clicking an acceptance button, signing up for the Service, or continuing to use the Service after notice of updated Terms. You agree that electronic acceptance has the same legal effect as a handwritten signature to the fullest extent permitted by applicable law, including the U.S. E-SIGN Act, UETA, and the EU eIDAS Regulation.

When you accept these Terms, AUTONOMi records the acceptance in a tamper-evident, cryptographically hash-chained ledger, including the version of the Terms accepted, the identity and role of the accepting individual, and the date, time, and network metadata of the acceptance. Both parties agree that these records constitute admissible evidence of acceptance.

2. Description of Service

AUTONOMi provides an automotive growth infrastructure platform that enables dealerships and dealer groups to:

• Connect directly to digital advertising platforms including Google, Meta, TikTok, YouTube, Microsoft Advertising, and others
• Activate first-party CRM and DMS data across advertising channels
• Automate inventory-specific creative production and deployment
• Manage multi-channel campaign orchestration
• Deploy autonomous, AI-driven campaign planning, deployment, and optimization within client-approved budgets (see Section 3)
• Generate and publish organic content — articles and social posts — through the ECHO content module, where subscribed
• Access attribution reporting connecting media spend to business outcomes
• Route media spend directly to advertising platforms at platform rate

AUTONOMi acts as a technology infrastructure provider, not as an advertising agency. We do not mark up media spend, retain platform rebates on client accounts, or hold client ad account ownership.

3. Autonomous AI-Powered Services

3.1 Autonomous Operation

The Service uses artificial intelligence to plan, create, deploy, manage, and optimize advertising campaigns and related marketing activity on your behalf. By using the Service, you authorize AUTONOMi's AI systems to take these actions autonomously within the budgets, plan tier, and settings you approve. You may adjust approved budgets and pause campaigns through the platform at any time.

3.2 Governance and Compliance Review

Autonomous actions are subject to AUTONOMi's internal governance engine, which enforces spend limits, plan-tier restrictions, and automated compliance review of advertising content prior to deployment, including review against applicable advertising regulations and manufacturer brand guidelines. This review is a safeguard, not a warranty: you remain responsible for the accuracy of information you or your systems supply — including vehicle pricing, offers, incentives, and inventory data — and for your own compliance obligations as an automotive retailer.

3.3 AI-Generated Content

Advertising creative and organic content produced by the Service is generated by artificial intelligence and verified through automated fact-checking before publication. AI-generated output may nonetheless contain errors. You may review, edit, or remove generated content through the platform, and AUTONOMi will promptly correct or remove any published content you flag. You are responsible for content you direct, edit, or expressly approve.

3.4 Decision Records

Material autonomous actions, client approvals, and client decisions made through the platform are recorded in an append-only, cryptographically hash-chained audit ledger. Both parties agree that this ledger is the authoritative record of platform actions and client authorizations, and that its entries constitute admissible evidence in any dispute.

3.5 No Guaranteed Outcomes

Advertising performance depends on factors outside AUTONOMi's control, including market conditions, platform behavior, and your inventory and pricing. AUTONOMi does not guarantee any specific advertising result, lead volume, sales outcome, or return on spend.

4. Account Registration

4.1 Eligibility

You must be at least 18 years of age and a legal representative of an automotive dealership or dealer group to register for and use the Service.

4.2 Account Information

You agree to provide accurate, current, and complete information during registration and to update that information as necessary. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

4.3 Account Security

Notify us immediately at support@autonomitech.com if you suspect unauthorized use of your account. AUTONOMi is not liable for any loss resulting from unauthorized use of your credentials.

5. Subscription Plans, Fees, and Billing

5.1 Plan Tiers

AUTONOMi offers the following subscription tiers. Each tier includes access to a defined set of advertising platforms and campaign types; the current tier definitions are presented at sign-up and in your Order Form.

5.2 Growth Modules

Optional add-on modules extend the base subscription:

• The ECHO module is available on every plan tier, is priced per rooftop, and is not included in any plan tier.
• All other modules require the Platform plan or above.
• Connected TV & Streaming capability is included in the Managed plan at no additional charge; the module is sold only on Lite and Platform plans.

5.3 Onboarding Fee

A one-time onboarding fee of $500 (€450 / 1,799 zł) applies per rooftop at activation, unless waived in writing.

5.4 Contract Terms

• Minimum term: 90 days from activation date
• After minimum term: Month-to-month, cancellable with 30 days written notice
• 6-month commitment: 5% discount applied to base subscription
• 12-month commitment: 10% discount applied to base subscription
• 12-month prepaid commitment: 13% total discount applied to base subscription
• Commitment discounts cannot be combined with promotional coupon codes that themselves encode a commitment discount

5.5 Billing

Except for prepaid commitments and the onboarding fee, subscription fees and any pass-through amounts are invoiced monthly in arrears: the invoice issued at the start of each month covers the month that has just ended. You authorize AUTONOMi to charge your designated payment method for each invoice when issued. All fees are non-refundable except as expressly stated in these Terms.

5.6 Media Spend and Fronted Media

By default, media spend is billed directly by each advertising platform to the payment method you maintain with that platform. AUTONOMi does not mark up media spend. Where you elect — or an advertising platform requires — that AUTONOMi fund media spend on your behalf, AUTONOMi will advance that spend and invoice it to you at exact platform cost as a pass-through line item, with no markup, on your monthly invoice. Fronted media amounts are due on the invoice terms and are your unconditional payment obligation. You are responsible for maintaining sufficient funds in any platform accounts billed directly.

5.7 Late Payment and Suspension

If any invoiced amount remains unpaid after its due date, AUTONOMi may, after notice: pause active campaigns, suspend fronted media funding, and suspend access to the Service until the balance is paid. Suspension does not relieve you of amounts owed, and the minimum-term and notice obligations of Section 5.4 continue to apply. AUTONOMi may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law.

5.8 Price Changes

AUTONOMi reserves the right to modify subscription pricing with 60 days written notice. Price changes will not apply to the current committed contract term.

5.9 Taxes

Prices do not include applicable taxes. Clients are responsible for all taxes, levies, or duties imposed by taxing authorities. EU clients may be subject to VAT in accordance with applicable regulations.

6. Data Ownership and Usage

6.1 Client Data Ownership

All data generated through your use of the AUTONOMi platform — including but not limited to campaign history, audience segments, conversion signals, CRM and DMS data, attribution data, and advertising creative and content produced for your account — belongs exclusively to you, the client.

AUTONOMi does not claim ownership over any client data. Upon termination of your subscription, all client data will be made available for export for a period of 30 days following the termination date.

6.2 Ad Account Ownership

All advertising platform accounts created or managed through AUTONOMi are established in the client's name and under the client's ownership. AUTONOMi operates as a manager on client-owned accounts, not as the account holder.

6.3 AUTONOMi Platform Data

AUTONOMi retains ownership of all platform technology, software, algorithms, models, and aggregated non-identifiable data used to operate and improve the Service. Nothing in these Terms transfers ownership of AUTONOMi's proprietary technology to the client.

6.4 Data Processing

AUTONOMi processes client data solely for the purpose of providing the contracted Service. We do not sell, license, or share client data with third parties except as necessary to deliver the Service (e.g., transmitting audience data to advertising platforms on the client's behalf). A separate Data Processing Agreement (DPA) is available for EU clients requiring GDPR-compliant data processing terms.

6.5 CRM and DMS Data

By connecting your CRM or DMS to the AUTONOMi platform, you represent that you have the right to share that data for the purposes of digital advertising activation and that doing so complies with all applicable privacy laws, including any obligations to your customers under GDPR, CCPA, or other applicable regulations.

6.6 Website and Inventory Data Access

You authorize AUTONOMi to access, retrieve, and capture data from your public dealership website, inventory listings, and manufacturer program surfaces on your behalf for the purpose of providing the Service — including keeping advertised vehicles, pricing, and offers synchronized with your live inventory. You represent that this access does not violate any agreement between you and your website, inventory, or data providers.

7. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party rights
• Transmit data you do not have the right to use or share
• Engage in deceptive, fraudulent, or misleading advertising practices
• Upload malicious code, viruses, or any software intended to damage or interfere with the platform
• Attempt to gain unauthorized access to any part of the Service or its infrastructure
• Reverse engineer, decompile, or attempt to extract the source code of the platform
• Resell, sublicense, or otherwise make the Service available to third parties without written authorization from AUTONOMi

8. Third-Party Platforms and Integrations

The AUTONOMi platform integrates with third-party advertising platforms, CRM systems, DMS providers, and other services. Your use of those platforms is governed by their respective terms of service and privacy policies. AUTONOMi is not responsible for the performance, availability, or policies of third-party platforms.

By connecting third-party accounts to AUTONOMi, you authorize us to access and interact with those accounts on your behalf as necessary to provide the Service, including the autonomous actions described in Section 3.

9. Intellectual Property

9.1 AUTONOMi Property

The AUTONOMi platform, website, software, branding, and all associated intellectual property are owned by AUTONOMi and protected by applicable intellectual property laws. Nothing in these Terms grants you any rights to AUTONOMi's intellectual property except the limited license to use the Service as described herein.

9.2 Client License

AUTONOMi grants you a limited, non-exclusive, non-transferable license to access and use the Service during your active subscription period solely for your internal business purposes.

9.3 Feedback

If you provide feedback, suggestions, or ideas regarding the Service, you grant AUTONOMi a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without compensation to you.

10. Confidentiality

Each party agrees to keep the other party's confidential information — including pricing, technical specifications, business strategies, and client data — strictly confidential and not to disclose it to third parties without prior written consent. This obligation survives termination of these Terms for a period of 3 years.

11. Warranties and Disclaimers

11.1 AUTONOMi Warranties

AUTONOMi warrants that:

• The Service will perform materially in accordance with its documentation
• We will implement reasonable security measures to protect client data
• We will not sell or misuse client data

11.2 Disclaimer

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, AUTONOMI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT SPECIFIC ADVERTISING RESULTS OR PERFORMANCE OUTCOMES WILL BE ACHIEVED. AI-GENERATED OUTPUT MAY CONTAIN ERRORS DESPITE THE AUTOMATED VERIFICATION DESCRIBED IN SECTION 3.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUTONOMI AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

AUTONOMI'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO AUTONOMI IN THE THREE MONTHS PRECEDING THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In such jurisdictions, the above limitations apply to the fullest extent permitted by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless AUTONOMi and its officers, directors, employees, agents, and successors from any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to:

• Your use of the Service in violation of these Terms
• Your violation of any applicable law or regulation
• Your infringement of any third-party rights
• Any data you provide to AUTONOMi that violates applicable privacy laws
• Inaccurate pricing, offer, incentive, or inventory information you or your systems supply for use in advertising

14. Term and Termination

14.1 Term

These Terms commence on the date you register for the Service and continue until terminated in accordance with this section.

14.2 Termination by You

You may terminate your subscription after the 90-day minimum term by providing 30 days written notice to support@autonomitech.com.

14.3 Termination by AUTONOMi

AUTONOMi may terminate or suspend your access to the Service immediately and without notice if:

• You breach any material term of these Terms
• You fail to pay fees when due
• Required by law or regulation
• Continued service poses a legal, security, or reputational risk

14.4 Effect of Termination

Upon termination:

• Your access to the platform will be deactivated
• Client data will be available for export for 30 days following the termination date
• All fees owed through the termination date — including fronted media amounts — remain due and payable
• Provisions relating to data ownership, confidentiality, intellectual property, limitation of liability, and governing law survive termination

15. Governing Law and Dispute Resolution

15.1 US Clients

These Terms shall be governed by and construed in accordance with the laws of the State of [State], without regard to conflict of law provisions. Any dispute arising under these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

TO THE EXTENT PERMITTED BY LAW, BOTH PARTIES WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS-WIDE ARBITRATION, AND ALL CLAIMS SHALL BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY ONLY.

15.2 EU Clients (Germany and Poland)

For clients located in the European Union, these Terms shall be governed by the laws of the applicable EU member state. EU consumers retain the right to bring claims before the courts of their country of residence. Nothing in these Terms limits statutory rights available to EU consumers under applicable law.

15.3 Informal Resolution

Before initiating any formal dispute process, both parties agree to attempt good-faith resolution by contacting legal@goautonomi.com.

16. Changes to These Terms

AUTONOMi reserves the right to modify these Terms at any time. We will provide 30 days written notice of material changes via email to registered users. Continued use of the Service after the effective date of changes constitutes acceptance of the revised Terms.

17. General Provisions

• Entire Agreement: These Terms, together with the Privacy Policy and any applicable Order Form or Data Processing Agreement, constitute the entire agreement between the parties regarding the Service.
• Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force.
• Waiver: Failure to enforce any provision of these Terms does not constitute a waiver of future enforcement.
• Assignment:You may not assign your rights under these Terms without AUTONOMi's prior written consent. AUTONOMi may assign these Terms in connection with a merger, acquisition, or sale of assets.
• Notices: Legal notices to AUTONOMi must be sent to legal@goautonomi.com. Notices to you will be sent to the email address registered on your account and are deemed given when sent.
• Force Majeure: AUTONOMi is not liable for delays or failures caused by circumstances beyond our reasonable control.

18. Contact

For questions regarding these Terms of Service:

AUTONOMi Legal

Email: legal@goautonomi.com
Website: goautonomi.com