Introduction

Welcome to Autnum! We're excited to have you here but before you start using Autnum, we need you to look through and accept these terms. We've done our best to explain it all without using too much jargon, so it's clear what we expect from you and what you can expect from us.

These are your legal rights and obligations, so please read everything. If you can't agree to our terms, then you can't use our services.

If you still have questions or comments after you've read these terms, feel free to contact us. We're here to help.

PART A: OVERVIEW OF WHAT THIS AGREEMENT COVERS

In this section we explain how to subscribe to Autnum and use our services. When you see a word in bold, it will have the same corresponding meaning every time it's used within these terms.

1. You and Autnum

When we say "you" or "your", we mean both you and any entity or firm you're authorised to represent. When we say "Autnum", "we", "our" or "us", we're talking about the Autnum entity you contract with and pay fees to based on the edition of the Autnum product you're using.

This Agreement governs Your use of or interactions with products, services, or other offerings through Autnum (collectively, the "Service"), including but not limited to Our Services for Bill Payments, Accounts Receivables, Accounts Payable, Consoles, and Financial Planning, the Autnum websites ("Website"), Autnum mobile applications, any services governed by the International Supplements ("International Services"), Your Autnum account and/or any other services, features, functionalities, offers or promotions through Autnum. All capitalized terms have the meanings given to them in these Terms, unless otherwise indicated. You should read this Agreement carefully.

2. Acceptance of Terms

• By electronically accepting this Agreement or by establishing a BILL account or using the Service after the Effective Date of these Terms, You consent and agree to comply with the Agreement including these Terms.
• When You agree to these Terms and accept this Agreement, You do so on behalf of Yourself and any person that You entitle or authorize to use Your Autnum account (with You, each a "User" of Your Autnum account), as well as on behalf of Your Customer(s) and Your Vendor(s) to the extent provided in these Terms. You are responsible for obtaining all consents and authorizations needed to accept this Agreement for others.

3. Acceptance on Behalf of Others

• USING THE SERVICE ON BEHALF OF ANOTHER. If You use the Service on behalf of another, whether a natural person (an "Individual") or legal non-natural person or entity (an "Organization"), You represent and warrant that You: (1) are duly authorized and empowered by and for that Individual or Organization to agree to these Terms and accept this Agreement on behalf of the Individual or Organization; and (2) accept this Agreement on behalf of the Individual or Organization, unless the Individual or Organization has a separate paid contract with Autnum, in which event the terms of that separate paid contract will control. You also represent and warrant that You are duly authorized and empowered to use the Service on behalf of the Individual or Organization.

4. Agreement to Arbitrate

• You understand that this Agreement contains an agreement to arbitrate disputes ("Agreement to Arbitrate"), and You agree to the Agreement to Arbitrate as well as the included Representative or Collective Action Waiver.

PART B: GENERAL TERMS

1. Privacy

• By enrolling in or using the Service, You acknowledge ourPrivacy Notice, which governs Our collection, use, sharing, and protection of Your information.

2. Consent to Electronic Communications

• Through this Agreement, You consent to accept electronic communications as described in Our Consent toElectronic Delivery of Communications and Use of Electronic Signatures.

3. Our Services

• Our services consist of all the services we provide now or in the future, including our online and mobile accounting and financial products.
• Third Party Service Providers. You grant to Autnum and We reserve the right to use third parties to provide or facilitate the Service. If Autnum uses third parties to provide or facilitate the Service, We will remain responsible to You for providing the Service under this Agreement.
• Account Administrators. Each account registered with Autnum (an "Autnum account") must have at least one User in the "Administrator" role to manage and control access to the Autnum account. The Administrator may invite and authorize other Users to access, establish login credentials for, and use the Autnum account. The Administrator may revoke access and authorization of a User. Information about User(s) and their use of the Service may be provided by Us to the Administrator. If You are an Administrator, You understand and agree that You are responsible for any actions or inactions of a User that are not in compliance with this Agreement. You acknowledge and agree that notice to your Administrator or to the primary email address associated with your account is effective notice on You for any purpose.
• Updates to the Service. Autnum reserves the right, from time to time to update the Service and/or make new applications, tools, features or functionalities available through the Service, the use of which may be contingent upon Your agreement to additional terms and/or service fees. Autnum reserves the right to discontinue the Service, or certain applications, tools, features or functionalities of the Service, for any reason at any time, in Autnum's sole discretion, without Autnum incurring any liability to You.
• You are responsible for ensuring that our services meet your needs before using them.

4. Protection of Your Account

• User Account Creation and Login Credentials. To use the Service, You may be required to register an Autnum account and/or to enroll as a User. To register an Autnum account and/or enroll as a User, You will be required to provide Us with information about Yourself, including but not limited to Your name, address, email address and other contact or identifying information, and about Your Organization or Individual, as appropriate. You agree that the information You provide to Us will be accurate and that You will keep it up-to-date at all times. Users will be asked to create a strong password and provide a device on which to receive a multi-factor authentication code, one-time password or similar authentication token or mechanism (collectively, the User's "Login Credentials").
• Control of User Login Credentials. Users are solely responsible for maintaining the confidentiality of Login Credentials. To the extent allowed by law, You accept responsibility for all activities on Your account authenticated through User Login Credentials, including all payment instructions provided to Autnum, whether authorized or not. Each User agrees to keep User Login Credentials confidential and secure, and Users will not give or make Login Credentials available, directly or indirectly, to any unauthorized individual. You acknowledge and agree that if Users allow, whether through action or inaction, a person to gain access to Login Credentials, with or without permission, (including, but not limited to, a person that gains access to a User's Login Credentials in relation to SMS forwarding to email and/or User email password compromise), the User is authorizing that person to use the Service, and You will be responsible for all transactions that result from such access, even if they are unauthorized, fraudulent, or you did not want the transactions performed.
• Security Procedures. You acknowledge and agree that Our security procedures are a commercially reasonable method of verifying Your identity and payment instructions, providing security against unauthorized payment instructions and fraud, and protecting Your Autnum account.
• Lost, Stolen or Compromised Account or Login Credentials. You agree to immediately notify Autnum's Customer Support if You believe that Your Autnum account has been compromised or accessed without authorization, or any User's Login Credentials have been lost, stolen or compromised, or someone has attempted or may attempt to make or request payments through Your Autnum account without authorization.
• Responsibility for Payment Instructions. To the extent allowed by law, You agree to be bound by all payment instructions or transactions initiated in compliance with Autnum's security procedures and this Agreement, whether or not authorized. You agree that You will be liable for all losses or payments resulting from (1) the theft, loss, compromise, or unauthorized use of Your Autnum account or User Login Credentials and/or (2) any losses or unauthorized payments resulting from any fraudulent or illegal compromise of Your systems or processes. You agree that You will be responsible and liable for payments or transfers containing inaccurate instructions or other errors, unless limited by law.
  Upon Your timely report, We may, in Our sole discretion, use good faith measures to attempt to reverse and recover any unauthorized or erroneous payments or transfers on Your behalf, but Autnum will have no responsibility, obligation, or liability in relation to such payments or transfers or any reversal or recovery attempts.
• Access through Third Party Platforms.If Users choose to access Your account through a third-party platform, You are making a determination that the third-party platform and its login protocol are sufficiently secure to protect User Login Credentials and Your Autnum account, and You accept full responsibility and liability if access through the third-party platform leads to the compromise of User Login Credentials or Your Autnum account.

5. Rights We Grant to You

• License We Grant to You. Subject to this Agreement, including payment of all Service Fees, Autnum grants to You a personal, limited, non-exclusive, non-assignable, non-transferable and non-sublicensable license to access and use the Service, including without limitation the software that enables the Service, together with any updates, bug fixes, help content, and other related materials that Autnum provides to You (collectively, the "Software"), solely for Your own use for so long as You are authorized to use the Service. You acknowledge and agree that if You are in violation of this Agreement, Autnum may, in its sole discretion and without notice to You, immediately suspend or terminate Your license and/or access to the Service.
• Reservation of Rights by Autnum.Autnum reserves and retains all rights in the Service not expressly granted to You in this Agreement. The Service is protected by copyright, trade secret, and other intellectual property laws. Autnum and its licensors, if any, own the title, copyright, and other worldwide intellectual property rights in the Service and all copies thereof. This Agreement does not give You any rights in Autnum's or its licensors' intellectual property, including its trademarks or service marks.

6. Restrictions on Use

• Acceptable Use Policy. You represent and warrant that You will not use the Service in connection with any business or industry prohibited under Autnum'sAcceptable Use Policy. Autnum reserves the right, in its sole discretion, to update or change the Acceptable Use Policy at any time. You are solely responsible for ensuring that Your use of the Service complies with the current Acceptable Use Policy. You acknowledge and agree that if You are in violation of the Acceptable Use Policy, Autnum may, in its sole discretion and without notice to You, immediately suspend or terminate Your access to the Service.
• Service for Authorized and Lawful Purposes Only. You agree that You will use the Service only as permitted by applicable law and exclusively for authorized purposes, consistent with this Agreement. You will not, and You will not allow any third party, to:
  • access, monitor, or attempt to access or monitor any Autnum materials, systems, programs, or data that are not available for Your or public use, or in any way not expressly permitted under this Agreement;
  • copy, reproduce, republish, upload, post, transmit, or distribute in any way, any material or content from the Service;
  • license, sell, rent, lease, transfer, assign, host or otherwise commercially exploit any Software, APIs, application keys, test accounts, widgets, information and content available with the Service, including the Website, as updated and improved from time to time (collectively, the "Autnum Properties") or any portion of Autnum Properties;
  • remove, destroy or modify any copyright notices, trade names or other proprietary markings contained on or in Autnum Properties;
  • copy, duplicate, or replicate any aspect of Autnum's features, interface, workflows, or functionality;
  • work around any technical limitations in the Software or Service, or decompile, disassemble, or otherwise reverse engineer the Software or Service;
  • take photos, screenshots, videos, or share any aspect of our platform, including its design, content, or proprietary features;
  • interfere with the security, availability, or integrity of Autnum;
  • attempt to extract source code;
  • perform or attempt to perform any actions that could interfere with the proper operation of the Software or Service, prevent access to or use of the Software or Service by Autnum's other licensees or users, or impose an unreasonable or disproportionately large load on Autnum's infrastructure;
  • intentionally distribute malware, viruses, worms, Trojan horses, corrupted files, spyware, adware, or other items of a destructive or deceptive nature through the Service;
  • perform any fraudulent activity, including but not limited to impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying Your information;
  • use the Service other than in compliance with all applicable controls of export laws and regulations;
  • use or upload any harmful, obscene, abusive or offensive language through the Service;
  • modify, translate, adapt, merge, make derivative works of Autnum Properties or use or alter any intellectual property of Autnum;
  • use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the Website;
  • transfer or assign the rights granted to You under this Agreement; or
  • otherwise use the Service except as expressly allowed under this Agreement.
• Prohibited Payments. You acknowledge and agree that You will not use the Service for payment of alimony; child support; marijuana related businesses; or payments to settle securities transactions.
• No Assignment or Transfer. You may not assign or transfer the Agreement, in whole or in part, without Autnum's written consent. Any attempted assignment or transfer in violation of this Section or this Agreement will be null and void. Autnum may assign its rights or delegate its obligations hereunder without Your consent. Subject to these restrictions, the Agreement will inure to the benefit of the successors and permitted assigns of the parties.
• No Marketing. If Autnum provides You with information about another User of the Service, You acknowledge and agree that You will not use the information for any purpose other than the purpose for which the information is provided to You. You may not disclose, sell, rent, or distribute another User's information for any purpose unrelated to Your use of the Service. You may not use the information for marketing purposes, unless You separately obtain the appropriate consent of the specific User to do so.

7. Rights You Grant to Us

• Right to Refuse to Make Payment. You grant to Us and Autnum reserves the right to limit, delay, investigate, or to refuse to make, process or issue any payment initiated or requested through the Service, in Our reasonable discretion, without Autnum incurring any liability to You. Autnum will use commercially reasonable efforts to provide notice promptly if We decide to limit, delay, investigate or to refuse to make, process or issue a payment. This notification is not required if the payment or notice is prohibited by law or this Agreement.
• Transaction Limits. When You use the Service, You grant to Us and We reserve, in Our sole discretion, the right to impose limits on the amount of money sent or received through the Service, on a per transaction or a cumulative basis, and to change those limits at any time, without Autnum incurring any liability to You. If We impose or change such limits, We will use commercially reasonable efforts to provide notice to You, but will not be required to do so.
• Right of Set Off. To the extent permitted by law, You grant to us the right to apply or set off any money or credit balance in which You have an interest and which is in Our possession, custody or control, in satisfaction of any amounts or liabilities that You owe to Us.
• Account Termination. Autnum reserves the right to suspend or terminate Your account or Your access to the Service at any time, for any reason (including for a violation of this Agreement, the failure to pay applicable Service Fees, or inactivity), in Our reasonable discretion, without Autnum incurring any liability to You. If We suspend or terminate Your account or access to the Service, We will use commercially reasonable efforts to provide notice to You, but will not be required to do so and will not be liable for failure to do so.
• Feedback. If You provide any feedback to Autnum concerning the functionality and performance of the Service (including by identifying potential errors and improvements), You agree to assign to Autnum all rights, title, and interest in and to such feedback, and Autnum is free to use such feedback without payment or restriction.
• Marketing. To the extent permitted by law, You agree and consent that Autnum may list or identify You as a customer of Autnum, including through the use of Your brand or logo, for Our marketing or promotional purposes. You may revoke this consent at any time by changing Your account profile settings, or bylegal@autnum.com.
• Right to Contact You. As permitted by law, Your use of or interaction with the Service provides Your consent to receive informational calls, marketing calls, and text messages from Autnum at any telephone number provided to Us in connection with Your Autnum account including by automated means. We may place these calls or texts for any purpose consistent with this Agreement or Our Privacy Notice, including but not limited to providing multi-factor authentication or a one-time password, notifying You regarding Your account, and regarding new account functions, features, and Services, and helping You with Your Autnum account, or to resolve a dispute. Standard rates and text charges may apply. You can opt out of receiving calls from Autnum at any time bylegal@autnum.com.
• Monitoring/Recording of Telephone Calls. You understand and agree that Autnum may, without further notice or warning and in Our sole discretion, where permitted by law, directly or through a third-party service, monitor and/or record any telephone calls between You and Our employees, contractors, or agents for purposes of quality control and/or training purposes, as required by applicable law, or for Autnum's protection. While Your communications with Autnum may be overheard, monitored, or recorded, not all telephone lines or calls may be recorded by Autnum, and We do not guarantee that recordings of any particular telephone calls will be retained or retrievable.
• Chatbots.The Website may provide interactive services, including chatbot and managed chat and session replay technology. By accessing or using any of these features, You agree that We may record and retain a transcript of all communications with You through these interactive tools, and/or may record or recreate Your activity while using the Website, in order to provide services, enhance Your Website experience, and for quality and verification purposes. We may work with trusted service providers to analyze, store, and/or use this data on our behalf. Your use or access of any of these tools or of Our Website is governed by this section of our Terms and our Privacy Notice.
• Autnum Properties. Autnum Properties are protected by copyright and other applicable intellectual property rights throughout the world. You agree that Autnum owns all rights, title and interest in Autnum Properties, including but not limited to, any computer code, methods of operation, moral rights and documentation and, all work produced by Autnum, including all changes to, and improvements to the Website.
• Trademarks. The name "Autnum" and all related graphics, logos, service marks and trade names used on or in connection with any Autnum Properties or in connection with the Services are the trademarks and property of Autnum and may not be used without Our permission or as permitted by this Agreement in connection with Your use of the Service. Other trademarks, service marks and trade names that may appear on or in Autnum Properties are the property of their respective owners.
• Processing Error Corrections: You agree that we may rectify any processing error that we discover which results in you receiving funds to which you were not entitled. In such instances, You provide debit authorization to Autnum to debit your Payment Account to correct the error.

8. User Data

• Autnum Access to User Data. If You upload, store, share, or otherwise process Your documents, information, data and content ("Your User Data") or sync Your User Data from Your accounting software to the Service, You consent to Autnum's access and processing of Your User Data in accordance with OurPrivacy Notice, this Agreement, the settings on Your Autnum account, or the features of the Service You elect to use. Autnum reserves the right to remove or delete Your User Data from the Service for any reason, including if Your User Data violates this Agreement or applicable law, in Autnum's reasonable discretion, without Autnum incurring any liability to You.
• Use of data. When you enter or upload your data into our services, we don't own that data but you grant us a license to use, copy, transmit, store, analyse, and back up all data you submit to us through our services, including personal data of yourself and others, to: enable you to use our services; allow us to improve, develop and protect our services; create new services; communicate with you about your subscription; send you information we think may be of interest to you based on your marketing preferences; and disclose to third party service providers and partners to enable and support such purposes.
• Use of your own personal data. We respect your privacy and take data protection seriously. You acknowledge that ourprivacy notice describes how we process your own personal data that you enter into Autnum, like your name and email address.
• Use of personal data you enter about others. Our data processing addendum apply to the personal data that we process on your behalf (such as personal data of your customers, suppliers and employees).
• No Monitoring. You acknowledge and agree that Autnum has no responsibility to monitor or police Your use of the Service, including but not limited to communications, information or data transmitted through the Service, such as Your User Data, and Autnum will not be responsible for the content of any such communications, data or transmissions. However, Autnum reserves the right, at all times, to review, retain and disclose any such information as necessary to ensure compliance with this Agreement or as required or permitted by law.
• Access to Technical Data. You agree that Autnum may collect, use and disclose to Autnum's service providers technical data and related information (including but not limited to information about Your device, system and application software, and peripherals), to provide You with the Service, Software updates, product support, risk and fraud management and other services related to the Service, and to track and report Your activity inside of the Service. You understand that Autnum may use aggregated and anonymized data for analytics purposes. Please see Our Privacy Notice for more details on how Autnum collects, uses, shares and protects Your information.
• AI Processing. You acknowledge and agree that Autnum may use artificial intelligence ("AI") and machine learning technologies to enhance, analyze, and optimize the Service, including for fraud detection, error reduction, automated data processing, and improving accuracy. These AI systems may process Your User Data to provide You with relevant insights and recommendations. Autnum does not guarantee the accuracy or reliability of AI-generated outputs and disclaims any liability arising from their use.
• AI Training and Data Usage. You grant Autnum a worldwide, non-exclusive, royalty-free license to use, process, and analyze Your User Data for the purpose of training, improving, and developing AI models and machine learning systems, in accordance with OurPrivacy Notice. Autnum may anonymize or aggregate Your User Data before using it for AI training to enhance privacy and security. You acknowledge that such AI training may involve extracting patterns, improving accuracy, and developing insights that benefit all users of the Service.
• Anonymised statistical data. When you use our services, we may create anonymised statistical data from your data and usage of our services, including through aggregation. Once anonymised, we may use it for our own purposes, such as to provide and improve our services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you.
• Security incident notifications. Our data processing addendum set out our obligations if we become aware of a security incident concerning personal data we process on your behalf. Depending on the nature of the incident, and the location of your affected contacts, you may be required to assess whether the incident must be reported to us. We think you're best placed to make this decision, because you'll have the most knowledge about the personal data you have entered in your Autnum subscription.
• No Liability. Subject to OurPrivacy Notice, You agree that Autnum will have no responsibility or liability with respect to Your User Data that You request or choose to have processed, transmitted, disclosed, or stored in connection with the Service, including with respect to any of Your User Data that You request to have deleted from the Service, other than as provided under this Agreement.

9. Fees and Payment Terms

• Unless you're in a free trial or other offer period, you'll need to pay for a subscription based on the pricing of your selected plan. The pricing details and other terms of your subscription are explained when you select your plan.
• Service Fees. Access to the Service, or to certain features of the Service, may require You to pay certain fees applicable to the Service used or subscribed by You (individually and collectively, "Service Fees"), including but not limited to account subscription fees, transaction fees, payment processing fees, and other special services fees. Transaction, payment processing or other special service fees are separate from subscription fees associated with subscription plans. Information on Service Fees can be found on the Autnum Website. You agree to pay when due all Service Fees applicable to Your use of the Service. You agree that You are responsible for the full amount of applicable Service Fees for each billing cycle in which You use the Service or maintain an Autnum account, even if You don't use the Service during the billing cycle or use the Service for only a portion of the billing cycle. Autnum reserves the right to refuse to cancel Your Autnum account if Your account is not in good standing or has any overdue Service Fees.
• Additional services. Depending on where you're based and how you use our services, you may be able to take advantage of additional services that Autnum offers. These might incur an additional fee that we'll let you know about when you sign up for those services.
• Changes to Service Fees. Autnum reserves the right to change the Service Fees from time to time, in its sole discretion. Autnum will provide advanced notice of any material increase of a change in Service Fees. If the increase in Service Fees is not acceptable, Your sole and exclusive remedy will be to stop using the Service and/or cancel Your Autnum account, as applicable. By continuing to use the Service after notice of the new Service Fees, You accept all changes in Service Fees. All Service Fees are non-refundable, except in the sole discretion of Autnum.
• Payment of Service Fees. You authorize Autnum to use the credit or debit card You have provided to Us (as updated by You from time to time), or the bank account associated with Your Autnum account (each a "Billing Account") to automatically charge You for the Service Fees applicable to Your Autnum account or Your use of the Service, plus any applicable taxes. If Autnum is unable to charge the Billing Account for any reason, You agree to pay all past due Service Fees and taxes within 5 business days of notice of non-payment from Autnum. If amounts owed are not paid within 5 days of that notice, interest will accrue on all past due amounts at the rate of 1.5% per month or the highest rate of interest allowed by law (whichever is less), calculated from the date the amount was due until the date that payment is received. If Your Autnum account becomes overdue, Autnum will be entitled to reimbursement for the reasonable costs of collection, including reasonable attorneys' fees and expenses.
• Taxes. You will be responsible for paying, withholding, filing, and reporting all taxes, including sale and use tax and other governmental assessments now in force, enacted, or imposed in the future associated with Your use of our Services and/or any related transactions, provided that We may, in Our sole discretion, do any of the foregoing on your behalf and seek reimbursement from You for the cost of doing so. We may collect geographical location information to determine your location, which may be used for tax purposes. This means location information you give us must be accurate for tax residency purposes.
• Inactive Accounts. If Your Autnum account becomes inactive because You do not process a payment for an extended period of time, or because You have not linked a valid bank account, You may have a balance that is deemed "unclaimed" or "abandoned" under applicable state law. Autnum may transfer any such "unclaimed" or "abandoned" funds in Your Autnum account as required or permitted by applicable law. As provided by law, Autnum may deduct a dormancy fee from any funds transferred under this paragraph.

10. Deactivating a User or Canceling Your Autnum Account

• Your Right to Cancel. You may request to deactivate a User or cancel Your Autnum account at any time by submitting a request through Your Autnum account or by legal@autnum.com.
• Effective Date of Cancellation: Subscription Accounts. This section applies to You if Your Autnum account is an account with agreed-upon subscription Service Fees ("Subscription Account"). Your Subscription Account will automatically renew each billing cycle unless You request to deactivate a User or cancel Your account. You may cancel Your Subscription Account in the manner described above. When You request to deactivate a User, the User deactivation will be effective on the last billing day of the then-current billing cycle for the Subscription Account or the date such request is processed and completed by Us, whichever is earlier. When You request to cancel a Subscription Account, the cancellation will be effective on the last day of the then-current billing cycle for Your Subscription Account, if there are no pending payments on the Autnum account or if all pending payments will be posted and completed before the end of that billing cycle. You will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. If there are pending payments that will not be posted and completed by the last day of the billing cycle in which You request to cancel Your Subscription Account, the account cancellation will be effective on the last day of the next billing cycle or the date on which the last requested payment is posted and completed, whichever is later. Autnum reserves the right to void any payments that have not been processed and paid on or before the effective date of account cancellation. You will be responsible for all Service Fees that accrue up to the effective date of cancellation.
• Effective Date of Cancellation: Non-Subscription Accounts. If You do not have a Subscription Account with Autnum, Your request to deactivate a User or to cancel Your Autnum account will be effective on the date the request is processed or the date on which the last requested payment is posted and completed, whichever is later. You will be responsible for all Service Fees that accrue up to the effective date of cancellation.
• Your Documents. If You cancel Your Autnum account, Autnum, banks and Third Party Service Providers that offer services through Autnum may maintain copies of any information or data that You upload to or create in the Service, such as Your User Data, Bills, and Documents, as required or permitted by law, this Agreement or Our Privacy Notice.

11. Warranty and Disclaimer

• THE SERVICE IS PROVIDED "AS-IS" WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. YOU ASSUME ALL RISK AS TO THE RESULTS AND PERFORMANCE OF THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. Autnum DOES NOT WARRANT THAT THE SERVICE IS COMPLETELY SECURE OR IS FREE FROM BUGS, INTERRUPTIONS, ERRORS, OR OTHER PROGRAM LIMITATIONS, OR THAT ALL ERRORS WILL BE CORRECTED. Autnum FURTHER DISCLAIMS ANY AND ALL WARRANTIES ARISING FROM THE COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM Autnum OR ELSEWHERE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.

  From time to time, the Company may offer new "beta" features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at the Company's sole discretion. The provisions of this section apply with full force to such features or tools.

12. Third-Party Services, Websites, and Products

• Third-Party Services. Through the Service, You may access third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services offered through such third-party platforms (collectively, "Third-Party Services").
• No Control Over Third-Party Services. Autnum does not have or maintain any control over Third-Party Services, and is not responsible for their content, operation, or use. By linking or otherwise displaying information from or providing access to any Third-Party Services, Autnum does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services.
• Terms of Third-Party Services. Third-Party Services may have their own terms of use, licenses or privacy policies, and may have different practices and requirements from Autnum. For example, if You access or use the Google Maps Platform ("Google Maps") through the Service, Your use of Google Maps is subject to Google's Terms of Service and the Google Privacy Policy. You are solely responsible for reviewing any terms of use, privacy policies or other terms governing Your use of these Third-Party Services, which You use at Your own risk. You are advised to make reasonable inquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any Third-Party Services.
• Disclaimer of Liability for Third-Party Services. You are solely responsible for taking the precautions necessary to protect Yourself from fraud when using Third-Party Services, and to protect Your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any Third-Party Services. Autnum disclaims any and all responsibility or liability for any harm resulting from Your use of Third-Party Services, and You irrevocably waive any claim against Autnum with respect to the content or operation of any Third-Party Services.
• Third-Party Software. The software You download consists of a package of components, including certain third-party software ("Third-Party Software") provided under separate license terms (the "Third-Party Terms"). Your use of the Third-Party Software in conjunction with the Service in a manner consistent with this Agreement is permitted, however, You may have broader rights under the applicable Third-Party Terms and nothing in this Agreement is intended to impose further restrictions on Your use of the Third-Party Software.
• Synching Your Autnum Account with Your Accounting Software. If You choose to synchronize Your Autnum account and Your accounting software, You agree and consent to sharing, collection, use and storage of all of Your accounting data (including but not limited to, bills, invoices and payments, costs, charts of accounts, customer and vendor information, classifications and items, financial statements (ie, balance sheets, cashflow, P&L) journal entries and company information) between Your accounting software service and Autnum and any third party providers Autnum uses in relation to the synchronization ("Accounting Data Sharing Consent"). This Accounting Data Sharing Consent covers up to one year of data for any Autnum Payments or Account Receivables Services and up to three years of data for Financial Planning Services. In addition, Autnum may obtain list objects (ie, vendor and customer information) without regard to time or other older information incorporated into or part of more recent accounting entries. You understand and agree that You are solely responsible, and Autnum is not responsible, for the information and data that You choose to synchronize and share between Your Autnum account and Your accounting software. If You choose to link Your Autnum account to Your accounting software, You are making a determination that the accounting software is sufficiently secure to protect Your Autnum account. When You use third-party accounting software, You understand and agree that use is subject to the terms of service and privacy policy of the software provider.
• Third-Party Disputes. Autnum IS NOT AFFILIATED WITH ANY OTHER Autnum USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY, OR THIRD-PARTY SERVICE, AND ANY DISPUTE YOU HAVE WITH ANY OTHER Autnum USER, CARRIER, SERVICE PROVIDER, THIRD-PARTY SERVICE, OR OTHER THIRD PARTY ARISING FROM YOUR USE OF THE SERVICE, INCLUDING, WITHOUT LIMITATION, YOUR EMPLOYER, IS SOLELY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE Autnum (AND OUR OFFICERS, DIRECTORS, AGENTS, SUBSIDIARIES, JOINT VENTURES, EMPLOYEES AND SERVICE PROVIDERS) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (INCLUDING BUT NOT LIMITED TO DIRECT AND CONSEQUENTIAL DAMAGES AND OTHER SPECIAL, INDIRECT OR INCIDENTAL DAMAGES) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. Autnum HAS NO OBLIGATION TO SEEK TO REVERSE OR OTHERWISE RECOVER ANY PAYMENT OR TRANSACTION THAT IS SUBJECT TO A DISPUTE BETWEEN YOU AND ANY THIRD PARTY.
• Limited Third-Party Rights to Enforce this Agreement. You acknowledge and agree that certain distributors of the Service, including but not limited to mobile app store providers, such as Apple, Inc. and Google Inc., are intended beneficiaries of this Agreement and have a limited right to enforce this Agreement directly against You. Other than as set out in this Section or in other Sections, this Agreement is not intended to grant rights to anyone except You and Autnum, and in no event shall the Agreement create any third-party beneficiary rights. No additional consents are required to exercise any rights to terminate, rescind, or agree to any variation, waiver, or settlement of this Agreement.
• Limited Third-Party Rights to Enforce this Agreement. You acknowledge and agree that certain distributors of the Service, including but not limited to mobile app store providers, such as Apple, Inc. and Google Inc., are intended beneficiaries of this Agreement and have a limited right to enforce this Agreement directly against You. Other than as set out in this Section or in other Sections, this Agreement is not intended to grant rights to anyone except You and Autnum, and in no event shall the Agreement create any third-party beneficiary rights. No additional consents are required to exercise any rights to terminate, rescind, or agree to any variation, waiver, or settlement of this Agreement.
• Mobile Applications. When You download an Autnum mobile application ("mobile app") from the Apple App Store, the Google Play Store, or other authorized app store provider (collectively and individually, "Mobile Provider") for use on a mobile device, You acknowledge and agree to that this Agreement is between You and Autnum only, not the Mobile Provider, and the Mobile Provider is not responsible for the Service or the content thereof. The Mobile Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. You agree that the Mobile Provider is not responsible for addressing any claims by You or any third party relating to the Service or your possession and/or use of the Service. The Mobile Provider is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Service or Your possession and use of the Service infringes that third party's intellectual property rights. You agree to comply with any applicable third-party terms when using the Service through a mobile app.

13. Limitation of Liability

• IN NO EVENT SHALL AUTNUM OR ITS SERVICE PROVIDERS BE LIABLE TO YOU, YOUR ORGANIZATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE, FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL DAMAGES, LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, OR OTHER ECONOMIC LOSS, WHETHER OR NOT AUTNUM OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE. AUTNUM AND ITS SERVICE PROVIDERS WILL NOT BE LIABLE FOR ATTORNEYS' FEES, EXCEPT AS REQUIRED BY LAW.
• TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AUTNUM MAKES NO WARRANTY AND ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY DISPUTES, CHARGEBACKS, OVERCHARGES, DELAYED PAYMENTS, INSUFFICIENT FUNDS, EXPIRED CARDS, CIRCUMSTANCES BEYOND OUR CONTROL (INCLUDING WITHOUT LIMITATION POWER OUTAGES, SERVICE INTERRUPTIONS OR OTHERWISE), OR OTHER ISSUES RELATING TO THE TRANSACTIONS MADE THROUGH AUTNUM OR OTHER SERVICES OFFERED BY THE RELEVANT THIRD-PARTY SERVICES. AUTNUM IS UNDER NO OBLIGATION TO PAY YOU IF THE AMOUNT FUNDED BY YOUR CUSTOMER IS INSUFFICIENT TO COVER THE TOTAL AMOUNT DUE FROM YOUR CUSTOMER.
• NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, IN NO EVENT SHALL AUTNUM'S OR ITS SERVICE PROVIDERS' AGGREGATE LIABILITY TO YOU, YOUR ORGANIZATION OR INDIVIDUAL, ANY USER, OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE EXCEED THE TOTAL FEES PAID BY YOU OR YOUR ORGANIZATION TO AUTNUM IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT(S) THAT GAVE RISE TO SUCH LIABILITY, OR ONE HUNDRED DOLLARS ($100.00), WHICHEVER IS GREATER, REGARDLESS OF THE FORM OR THEORY OF THE CLAIM OR ACTION.
• Each provision of this Agreement that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages is intended to and does allocate the risks between the parties under this Agreement. Each of these provisions is severable and independent of all other provisions of this Agreement. All limitations of liability, disclaimers of warranties, and exclusions of consequential damages or other damages or remedies will remain fully valid, effective and enforceable in accordance with their respective terms, even under circumstances that cause an exclusive remedy to fail of its essential purpose. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, LIABILITY OR CERTAIN WARRANTIES IN CERTAIN CIRCUMSTANCES. ACCORDINGLY, IN THOSE JURISDICTIONS, SOME OF THESE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY.

14. Indemnity

• You agree to full liability and responsibility for Your use of the Service, and You will defend and indemnify Autnum and its officers, directors, employees, consultants, affiliates, subsidiaries and agents from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) Your violation of any portion of this Agreement, or any applicable law or regulation; (b) Your violation of any third-party right, including any intellectual property right, or publicity, confidentiality, other property or privacy right; or (c) any dispute or issue between You and any third party. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You (without limiting Your indemnification obligations with respect to that matter), and in that case, You agree to cooperate with Our defense of that claim.

15. Dispute Resolution and Agreement to Arbitrate

• Mandatory Arbitration of Disputes. In the interest of resolving disputes between You and Autnum or the third parties that offer services through Autnum (the "Autnum Parties") in the most expedient and cost-effective manner, YOU AND THE AUTNUM PARTIES AGREE THAT EXCEPT AS PROVIDED BELOW, ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THE SERVICE, THE WEBSITE, OR THIS AGREEMENT (A "CLAIM") WILL BE RESOLVED ON AN INDIVIDUAL BASIS BY BINDING ARBITRATION OR IN A CIVIL COURT OF APPROPRIATE JURISDICTION. You and the Autnum Parties agree that the Indian Arbitration and Conciliation Act, 1996 governs the interpretation and enforcement of this arbitration provision. This arbitration provision shall survive termination of this Agreement.

  Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award (although the arbitrator must abide by the contractual limits on damages in this Agreement) and must enforce applicable statutes of limitation and legal defenses.

  Either You or the Autnum Parties can seek to have a Claim resolved in a civil court of appropriate jurisdiction if all the requirements for such a court are satisfied. Either You or the Autnum Parties may seek to have a Claim resolved in the civil court in your district of residence or the civil court in closest proximity to your residence, and You may also bring a Claim in the District Court of Malappuram, Kerala, India.

• Representative or Collective Action Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND THE AUTNUM PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR MEMBER IN ANY REPRESENTATIVE, PUBLIC INTEREST, OR COLLECTIVE PROCEEDING, INCLUDING BUT NOT LIMITED TO ACTIONS UNDER ORDER 1, RULE 8 OF THE CODE OF CIVIL PROCEDURE, 1908, OR THE CONSUMER PROTECTION ACT, 2019. YOU AND THE AUTNUM PARTIES AGREE THAT COLLECTIVE PROCEEDINGS, REPRESENTATIVE SUITS, OR CONSOLIDATION OF CLAIMS IN ANY FORUM ARE NOT ALLOWED, EXCEPT WHERE EXPRESSLY PERMITTED BY LAW. If this specific Representative or Collective Action Waiver provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
• Notice of Claim and Good Faith Efforts to Resolve a Claim. If You intend to seek arbitration, You must first send a written notice of Your Claim ("Notice") to Autnum. The Notice of Claim to Autnum should be sent in care of our registered office in India. The Notice should include both the mailing address and email address You would like Autnum to use to contact You. A Notice, whether sent by You or Autnum, must describe: (a) the nature and basis of the Claim; and (b) the remedy sought. You and Autnum or the Autnum Parties as applicable agree to make good faith efforts to resolve the Claim directly. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process set forth in this section. If we do not reach an agreement within 60 days after the Notice is received, You or the Autnum Parties may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filing a Claim before an appropriate District Court, Consumer Dispute Redressal Commission, or other relevant tribunal with jurisdiction over the dispute. If a Claim qualifies for adjudication before a District Court, Consumer Dispute Redressal Commission, or other relevant tribunal, but a party commences an arbitration proceeding, You and the Autnum Parties agree that either party may elect instead to have the Claim resolved by the court or tribunal, and upon written notice of a party's election, the arbitration proceeding shall be administratively closed. Any dispute about whether a Claim qualifies for resolution before a District Court (or an equivalent appropriate court) shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the District Court that the Claim should proceed in arbitration.
• Arbitration Procedures. A party who wishes to commence arbitration must submit a written Demand for Arbitration under the Arbitration and Conciliation Act, 1996, as amended from time to time. The arbitration shall be conducted by a sole arbitrator mutually appointed by the parties, failing which the arbitrator shall be appointed in accordance with the provisions of the Arbitration and Conciliation Act, 1996. The arbitrator is bound by this Agreement, and the parties agree that the provisions of this Agreement override any inconsistent, conflicting, or contrary provisions of the procedural rules governing arbitration. The arbitration shall be conducted in English. The arbitration will be decided by one commercial arbitrator with substantial experience in resolving commercial disputes. Unless You and the Autnum Parties agree otherwise, any arbitration hearings will take place in Kerala, India, or the city of Your residence. Except as otherwise expressly provided herein, all issues are for the arbitrator to decide, including issues relating to the interpretation, scope, and enforceability of this Agreement.

  The arbitrator shall issue a written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. Judgment on any award may be entered in any court having jurisdiction. This Agreement shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction, including whether a Demand for Arbitration is filed in violation of this Agreement.

• Injunctive and Declaratory Relief. Except as provided elsewhere in this Agreement, unless You or the Autnum Parties seek to have a Claim resolved before an appropriate District Court, Consumer Dispute Redressal Commission, or other relevant tribunal, the arbitrator shall determine all issues of liability on the merits of any Claim asserted by You or the Autnum Parties and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual Claim. To the extent that You or the Autnum Parties prevail on a Claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction in India and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration. Before a court of competent jurisdiction issues any public injunctive relief, it shall review the factual findings of the arbitration award on which any injunction would issue with no deference to the arbitrator. Notwithstanding any other provision of this Agreement, we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property.
• Arbitration Costs. Payment of all filing, administrative, and arbitrator fees will be governed by the Arbitration and Conciliation Act, 1996 and the applicable rules of the arbitration institution administering the arbitration. Autnum will reimburse You for the arbitration filing fee up to the amount of the filing fee You would have incurred if You had brought Your Claim in court. However, if the arbitrator finds that either the substance of Your Claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Order VI, Rule 16 of the Code of Civil Procedure, 1908), You agree to reimburse Autnum for any fees paid on Your behalf that would otherwise be Your obligation under the applicable arbitration rules. The parties agree that the arbitration institution has discretion to modify the amount or timing of any administrative or arbitration fees due where it deems appropriate, provided that such modification does not increase the arbitration fees to You or the Autnum Parties, and YOU and the Autnum Parties waive any objection to such fee modification.
• Severability. With the exception of the provisions in the representative or collective proceedings Waiver section of this Agreement, if any part of this arbitration provision is found to be invalid or unenforceable, the remaining provisions of this Agreement will still apply.

16. Governing Law; Choice of Forum

• This Agreement and all matters arising out of or relating to this Agreement, including any disputes between You and Autnum, will be governed by the laws of India, without regard to its conflicts of law provisions. To the extent that any dispute or action relating to this Agreement is permitted to be brought in a court of law, You agree that the legal action or proceeding will be brought exclusively in the courts located in Kerala, India. Subject to the provisions of Dispute Resolution and Agreement to Arbitrate section, You and Autnum agree to submit to the exclusive jurisdiction of and agree that venue is proper in the courts located in Kerala, India, in any legal action or proceeding. The United Nations Convention on Contracts for the International Sale of Goods will not apply to any matters arising out of or relating to this Agreement.

17. Confidential information

• We take reasonable precautions to protect your confidential information and expect that you'll do the same for ours.

  Keeping it confidential. While using our services, you may share confidential information with us, and you may become aware of confidential information about us. You and we both agree to take reasonable steps to protect the other party's confidential information from being accessed by unauthorized individuals. You or we may share each other's confidential information with legal or regulatory authorities if required to do so.

18. Security

We take security seriously and you should too! To help protect our services and your data, we offer added security features such as multi-factor authentication.

• Security safeguards: We've invested in technical, physical and administrative safeguards to do our part to help keep your data safe and secure. While we've taken steps to help protect your data, no method of electronic storage is completely secure and we cannot guarantee absolute security. We may notify you if we have reason to believe that someone has accessed (or may be able to access) your account without authorization and we may also restrict access to certain parts of our services until you verify that access was by an authorized user.
• Account security features: We may introduce security features to make your account more secure, such as multi-factor authentication. Depending on where you are in the world or what services you're using, we may require you to adopt some of these features. Where we make the use of security features optional, you're responsible (meaning we're not liable) for any consequences of not using those features. We strongly encourage you to use all optional security features.
• Playing your part to secure your data: You have an important part to play by keeping your login details secure, not letting any other person use them, and by making sure you have strong security on your own systems. If you realize there's been any unauthorized use of your password or any breach of security to your account or email address linked to your account, you need to let us know immediately.

19. Maintenance, downtime and data loss

We really try to minimize any downtime, but sometimes it's necessary so we can keep our services updated and secure. You also may have occasional access issues and may experience data loss, so backing up your data is important.

• Availability: We strive to maintain the availability of our services, and provide online support, 24 hours a day. On occasion, we need to perform maintenance on our services, and this may require a period of downtime. We try to minimise any such downtime. Where planned maintenance is being undertaken, we'll attempt to notify you in advance but can't guarantee it.
• Access issues: You know how the internet works - occasionally you might not be able to access our services and your data. This might happen for any number of reasons, at any time.
• Data loss: Data loss is an unavoidable risk when using any technology. You're responsible for maintaining copies of your data entered into our services. For information on how to do that, check out how to export data out of Autnum on Help Space. We are not liable for loss of your data other than in accordance with section 13 of these terms.
• Problems and support: If you have a problem, we have excellent support articles available through Autnum Help Space that should help you with most situations. If you've tried Autnum Help Space and still need help, you can legal@autnum.com.
• Modifications: We frequently release new updates, modifications and enhancements to our services, and in some cases discontinue features. Where this occurs, we'll endeavor to notify you where practical (for example, by email, on our blog, or within our services when you log in).

20. Termination

You can easily terminate your subscription with one month's written notice. We may terminate your subscription as well with the same notice. If you violate these terms, we may terminate your subscription immediately in accordance with the terms. If your subscription is terminated, no refund is due to you, but rest assured you'll only pay for services that have been provided to you.

• Subscription period: Your subscription continues for the period covered by the subscription fee paid or payable.
• Automatic renewal: At the end of each billing period, these terms automatically continue for a further period of the same duration as the previous one, provided you continue to pay the subscription fee in accordance with the pricing plan.
• Termination by you: You may choose to terminate your subscription at any time by providing Autnum with one month's written notice in advance. You'll still need to pay all relevant subscription fees up to and including the day of termination. For more information, check out how to cancel a subscription on Autnum Help Space.
• Termination by Autnum: Autnum may choose to terminate your subscription at any time by providing you with one month's written notice in advance. Autnum may also terminate or suspend your subscription or access to all or any data immediately if:
  • you breach any of these terms and do not remedy the breach within 14 days after receiving notice of the breach,
  • you breach any of these terms and the breach cannot be remedied, or
  • you or your business become insolvent, your business goes into liquidation or has a receiver or manager appointed over any of its assets, you become insolvent or make any arrangement with your creditors, or become subject to any similar insolvency event in any jurisdiction.
• If you fail to pay subscription fees, we will take reasonable steps to notify you of the failure. Subject to the processing and payment timing of your bank or credit or debit card provider:
  • if you do not pay within 7 days of the date on which the subscription fees became due and payable, Autnum may suspend your subscription, and
  • if you do not pay within 14 days from the date on which the subscription fees became due and payable, Autnum may terminate your subscription.
  • In this case, you can reactivate your subscription by paying any outstanding subscription fees in full.
• No refunds: No refund is due to you if you terminate your subscription or Autnum terminates it in accordance with these terms.
• Retention of your data: Once a subscription is terminated by you or us, it is archived and the data submitted or created by you is no longer available to you. We retain it for a period of time consistent with our data retention policy, during which, as a subscriber, you can reactivate your subscription and once again access your data by paying the subscription fees.

21. Other Provisions

• Language. If Autnum provides a translation of the English language version of this Agreement, the translation is provided solely for convenience, and the English version will prevail.
• Headings. The headings in this Agreement are for convenience only and have no legal effect.
• Force Majeure. Autnum will not be liable for any delay or failure to perform any obligation related to the Service if the delay or failure is due to unforeseen events that are beyond Autnum's reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic, or governmental action.
• Waiver. The waiver of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. Except as otherwise stated in this Agreement, the exercise of any remedy under this Agreement will be without prejudice to other remedies available under this Agreement or otherwise.
• Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect.
• Compliance with Laws. You and Autnum each agree to comply with all applicable laws and regulations with respect to the Service and Your use of the Service, including without limitation any export laws and regulations of India.
• No Agency. Except as otherwise expressly provided in Our Agreement with You, nothing in this Agreement will be construed to create a partnership, joint venture, agency or fiduciary relationship between You and Autnum.
• Third-Party Beneficiaries. This Agreement is intended for the sole and exclusive benefit of You and Autnum and the banks that provide credit products or services through Autnum (as third party beneficiaries of this Agreement and have a limited right to enforce this Agreement directly against You with respect to such bank credit products or services), and is not intended to benefit any third party, except as otherwise stated.
• Entire Agreement. This Agreement constitutes the complete and exclusive agreement between You and Autnum concerning the Service and supersedes all other agreements or understandings, written or oral, about the Service.

22. Updates and Changes to This Agreement

• We may modify or change this Agreement (including adding and deleting any terms), as well as its policies incorporated in this Agreement (collectively for purposes of this paragraph "Agreement"), at any time, in Our sole discretion by posting the updated Agreement on Our Website with such update effective on the new effective date of the Agreement. For material changes, We will provide notice of the change by posting the updated Agreement on Our Website or in any other reasonable manner of notice, 30 days in advance of the effective date (or where required by law or regulations upon shorter notice) of the Agreement. You will be deemed to have accepted and agreed to any revisions or changes to this Agreement at the time of (i) Your electronic acceptance of the revised, changed or new Agreement, or (ii) Your use of the Service after the effective date of the revised, changed or new Agreement. If the revised, changed or new Agreement is not acceptable to You, Your sole and exclusive remedy will be to stop using the Service and/or to cancel Your account as provided in Deactivating a User or Canceling Your BILL Account section.