Customer Terms & Conditions
Applicable to Order Forms signed on or after 18 December 2025
These Terms and Conditions, together with its Schedules (the “Terms”) are made and entered into on the Effective Date by and between AutogenAI Inc (d/b/a AutogenAI), a company incorporated in Delaware having its registered offices at 1450 Broadway, Floor 15, New York, NY, 10036 (“AutogenAI”) and the entity signing the Order Form which references these Terms (“Customer”) (AutogenAI and Customer each a “party” and together the “parties”). These Terms along with the Order Form constitute the agreement between the parties (collectively referred to as the “Agreement“).
1. Definitions
Capitalized terms not otherwise set out in these Terms shall have the meaning set out in Schedule 1 below (Definitions).
2. Services
2.1 From the Services Commencement Date AutogenAI will provide to Customer the applicable Services purchased by Customer as set out in the relevant Order Form.
2.2 Subject to payment of the applicable Fees, these Terms, and the applicable Order Form, AutogenAI hereby grants to Customer a non-exclusive, non-transferable, non-assignable, non-sublicensable right during the Term to use the Services and the applicable AutogenAI Technology.
2.3 Customer’s use of the Services will be subject to the Usage Policy (https://autogenai.com/policy-usage/). The Usage Policy is hereby incorporated by this reference and forms part of this Agreement.
2.4 The Agreement shall not prevent AutogenAI from entering into similar Agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Agreement.
3. Fees and Payment Terms
3.1 Customer shall pay to AutogenAI the Fees set out in the applicable Order Form in accordance with this section 3.
3.2 AutogenAI will invoice Customer for the applicable Fees in accordance with the payment schedule and payment instructions set out in the Order Form.
3.3 All amounts and Fees stated or referred to in the Agreement are non-refundable and are exclusive of all Taxes. Customer shall be solely responsible for paying all applicable Taxes relating to the Agreement and the use or access to the Services.
3.4 Unless otherwise set out in the Order Form, the current, non-discounted Fees will increase on an annual basis by 10%, such increase to take effect on each annual anniversary of the Services Commencement Date.
3.5 Customer shall pay invoices in full and without deduction by electronic money transfer to the account details provided in each invoice, in the currency specified in the Order Form or invoice, by the date specified on each invoice.
3.6 If AutogenAI has not received payment for any invoices when due (excluding invoices subject to good faith dispute, as notified by Customer in writing prior to the due date), without prejudice to its other rights and remedies, AutogenAI may:
3.6.1 without liability to Customer, disable Customer’s password, account and access to all or part of the Services and AutogenAI Technology and/or suspend the provision of Support Services and AutogenAI shall be under no obligation to provide any or all of the Services and/or Support Services while the invoice(s) concerned remain unpaid; and
3.6.2 charge interest which shall accrue on a daily basis on such overdue amounts at 1% per month or the maximum interest rate allowed under Applicable Law, whichever is less.
4. Warranty and Disclaimers
4.1 AutogenAI warrants that:
4.1.1 the Services will perform materially in accordance with any applicable AutogenAI Documentation; and
4.1.2 any professional services provided as part of the Services will be provided in a professional and workmanlike manner.
4.2 The warranty provided in section 4.1 shall not apply to the extent of any non-conformance which is caused by:
4.2.1 Customer’s implementation or use of the Services contrary to AutogenAI’s written instructions or the AutogenAI Documentation or otherwise in breach of the Agreement;
4.2.2 modification or alteration of the Services by any party other than AutogenAI or AutogenAI’s duly authorized contractors or agents; or
4.2.3 any Customer Data or inaccurate or out of date information provided by an Authorized User.
4.3 If the Services do not conform with the warranty provided in section 4.1, AutogenAI will, at its expense, use commercially reasonable efforts to correct any such non-conformance within a reasonable period of time at no additional charge to Customer. This section 4.3 sets out the Customer’s sole and exclusive remedy and AutogenAI’s entire liability for breach of section 4.1.
4.4 IMPORTANT DISCLAIMERS: EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 4, THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND AUTOGENAI AND ITS AFFILIATES, SUPPLIERS, AND LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND RELATED TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, OR THAT THE SERVICES OR THEIR OUTPUT WILL BE UNINTERRUPTED, COMPLETE, ACCURATE, OR ERROR-FREE. AUTOGENAI IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR ANY OTHER LOSS OR DAMAGE RESULTING FROM CUSTOMER’S ACCESS TO AND USE OF THE SERVICES AND/OR THIRD-PARTY APPLICATIONS OR THE TRANSFER OF DATA OVER COMMUNICATIONS NETWORKS AND FACILITIES, INCLUDING THE INTERNET, AND CUSTOMER ACKNOWLEDGES THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. AUTOGENAI USES COMMERCIALLY REASONABLE ANTI-VIRUS TOOLS BUT IS NOT RESPONSIBLE FOR ANY VIRUS WHICH IS NOT DETECTED BY SUCH TOOLS OR TRANSMITTED THROUGH ANY THIRD-PARTY SERVICES. CUSTOMER ASSUMES SOLE RESPONSIBILITY FOR THE CUSTOMER DATA AND OTHER RESULTS OBTAINED FROM THE USE OF THE SERVICES BY CUSTOMER, AND FOR CONCLUSIONS DRAWN FROM SUCH CUSTOMER DATA AND USE. NEITHER AUTOGENAI, NOR ITS SUPPLIERS OR THIRD-PARTY SERVICE PROVIDERS OR SOFTWARE VENDORS, SHALL HAVE ANY LIABILITY WHATSOEVER FOR THE ACCURACY, COMPLETENESS, OR TIMELINESS OF CUSTOMER DATA, OR FOR ANY DECISION MADE OR ACTION TAKEN BY CUSTOMER, ANY AUTHORIZED USER, OR ANY THIRD PARTY IN RELIANCE UPON ANY CUSTOMER DATA.
5. Intellectual Property Rights
5.1 Customer acknowledges and agrees that AutogenAI (or its licensors) own all Intellectual Property Rights in the AutogenAI Technology, Services, AutogenAI Marks, and AutogenAI Data. Except as expressly stated herein, the Agreement does not grant Customer any Intellectual Property Rights or any other rights or licenses in respect of the AutogenAI Technology, Services, AutogenAI Marks, or AutogenAI Data.
5.2 As between AutogenAI and Customer, Customer owns all Intellectual Property Rights in the Customer Data.
5.3 If Customer or Authorized Users provide AutogenAI with feedback or suggestions regarding the Services, AutogenAI may use the feedback or suggestions without restriction or obligation.
6. Term and Termination
6.1 The Agreement shall begin on the Effective Date and continue for a minimum of 12 months (or any other minimum period specified in the Order Form) from the Services Commencement Date (the “Initial Term”). Unless otherwise terminated as provided in this section 6, the Agreement shall automatically renew for successive fixed minimum terms of 12 months (each a “Renewal Term”). Either party may terminate the Agreement by providing the other party with not less than three (3) months’ written notice prior to the end of the Initial Term or relevant Renewal Term. For the avoidance of doubt, where notice to terminate is given in accordance with this section 6.1, the Agreement will terminate at the end of the Initial Term or relevant Renewal Term.
6.2 Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
6.2.1 is in material breach of any of its obligations under the Agreement and fails to remedy such breach within thirty (30) days following written notice of the breach; or
6.2.2 voluntarily files a petition under bankruptcy or insolvency law, has a receiver or administrative receiver appointed over it or any of its assets, has become subject to an administration order or has entered into any voluntary arrangement with its creditors or has ceased or threatened to cease to carry on business, or is subject to any analogous event or proceeding in any applicable jurisdiction.
6.3 On termination or expiration of the Agreement for any reason:
6.3.1 Customer’s rights of use granted under the Agreement shall immediately terminate and Customer shall immediately cease the use of the Services subscribed to under the Agreement, the AutogenAI Technology, and the Support Services;
6.3.2 Customer shall promptly pay all monies due or to become due under the Agreement; and
6.3.3 the parties shall comply with their respective obligations set out in section 8.4.
7. Limitation of Liability
7.1 TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA, ARISING IN CONNECTION WITH THE AGREEMENT, UNDER ANY LEGAL THEORY WHATSOEVER (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL AUTOGENAI BE LIABLE FOR ANY AGGREGATE AMOUNT EXCEEDING THE HIGHER OF AMOUNTS PAID BY CUSTOMER TO AUTOGENAI UNDER THE ORDER FORM IN THE 12 MONTHS PRECEDING THE EVENTS GIVING RISE TO THE CLAIM AND $250,000. THE PARTIES ACKNOWLEDGE THAT THE AMOUNTS PAYABLE HEREUNDER ARE BASED IN PART ON THESE LIMITATIONS AND THE DISCLAIMERS IN THE AGREEMENT AND THAT THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS SECTION 7.1 WILL NOT LIMIT A PARTY’S LIABILITY FOR (I) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ITS OFFICERS, EMPLOYEES, CONTRACTORS OR AGENTS; (II) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (III) ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED BY LAW.
7.2 In addition to the other exclusions set out in this section 7, AutogenAI has no responsibility or liability for:
7.2.1 any third party products, services, or applications accessed and/or used by Customer through the Services;
7.2.2 any failure to provide the Services caused by a network, hardware or software fault in equipment which is not under the control of AutogenAI;
7.2.3 any act or omission of Customer;
7.2.4 any act or omission of an Authorized User;
7.2.5 use of the Services in breach of the Agreement;
7.2.6 any unauthorized access to the Services including a malicious security breach to the extent that AutogenAI has complied with its obligations under Applicable Data Protection Laws; or
7.2.7 loss or damage caused by Customer’s delay or failure to timely provide any required information or co-operation or to fulfil its obligations under the Agreement.
7.3 AutogenAI shall have no liability to Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement due to a Force Majeure Event. AutogenAI shall provide Customer with notice of a Force Majeure Event and its expected duration.
8. Confidential Information
8.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party’s Confidential Information shall not be deemed to include information that:
8.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
8.1.2 was in the other party’s lawful possession before the disclosure;
8.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
8.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence; or
8.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body. If the receiving party is legally required to disclose any Confidential Information of the disclosing party, it will (if legally permitted) provide the disclosing party prompt written notice sufficient to allow it an opportunity to appear and object to such disclosure. If such objection is unsuccessful, then it may produce only such Confidential Information as is legally required.
8.2 Each party shall:
8.2.1 hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of the Agreement; and
8.2.2 take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
8.3 Customer acknowledges that details of the AutogenAI Technology, Services, AutogenAI Data, and the results of any performance tests of the Services, constitute part of AutogenAI’s Confidential Information.
8.4 Subject to section 8.2 and except where a party is expressly required by law to retain a copy, on termination of the Agreement or when requested to do so in writing by the disclosing party, the receiving party shall promptly:
8.4.1 deliver to the disclosing party any documents and other materials in its possession or control that contain any of the Confidential Information;
8.4.2 permanently delete, destroy and erase all electronic copies of the Confidential Information from any computer or data storage system into which the Confidential Information was entered (except where a party is required by Applicable Law to keep copies); and
8.4.3 make no further use of the Confidential Information.
8.5 The receiving party, if requested by the disclosing party, shall confirm in writing that the provisions of section 8.4 have been complied with. The obligations of confidentiality under this section 8 shall survive any expiration or termination of the Agreement for a period of 2 years from the date of termination, except for any information which is deemed a trade secret of a party in respect of which the obligations of confidentiality shall continue for as long as such information remains a trade secret.
9. Data Protection
9.1 The terms of the data processing addendum (www.autogenai.com/DPA) posted as of the Effective Date are hereby incorporated by reference.
9.2 AutogenAI will implement appropriate technical and organizational security measures to protect the Customer Data in accordance with Applicable Law.
9.3 Subject to section 9.5, AutogenAI shall logically isolate Customer Data in a private environment, such that no other customer or third party may access that Customer Data. Notwithstanding the foregoing, Customer acknowledges that AutogenAI may use an Authorized User’s username, job title, and email address outside of the private environment, strictly only for the purposes of relationship management and providing account support to Customer.
9.4 AutogenAI shall not train its AI models on Customer Data.
9.5 AutogenAI shall not make Customer Data available to any third parties for any purpose other than delivering the Service (e.g. LLM providers). Where it does make Customer Data available to third parties, AutogenAI shall at all times use encrypted, authenticated API calls and, shall not permit those third party services to store or train on Customer Data.
10. General
10.1 The Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware, without regards to conflicts of laws principles. Any dispute arising out of this Agreement will be settled exclusively through binding arbitration administered in New York, NY by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (and in accordance with the Expedited Procedures in those Rules). Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from any court having jurisdiction for any alleged or threatened misappropriation of Intellectual Property Rights or breach of confidentiality. The prevailing party in any dispute hereunder will be entitled to recover its reasonable attorney’s fees and costs. If this arbitration clause is held unenforceable, then the parties submit and consent to the exclusive jurisdiction of the state and federal courts in Wilmington, Delaware to resolve any disputes hereunder. THE PARTIES HERETO EXPRESSLY WAIVE THE RIGHT TO TRIAL BY JURY AND ANY RIGHT TO PARTICIPATE IN CLASS-ACTION PROCEEDINGS.
10.2 AutogenAI may change these Terms and the other components of the Agreement (excluding any Order Forms). If AutogenAI makes a material change to the Agreement, AutogenAI will provide the Customer with reasonable notice prior to the change taking effect, either by emailing the email address associated with the Customer’s account or by messaging the Customer through the AutogenAI Application. The materially revised Agreement will become effective on the date set out in AutogenAI’s notice, and all other changes will become effective upon posting of the change. If the Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute the Customer’s acceptance of any revised terms and conditions. Notwithstanding the foregoing, if the changes have a material adverse impact on and are not acceptable to Customer, Customer may notify AutogenAI within 30 days after receiving notice of the change. If AutogenAI cannot accommodate Customer’s objection, then the prior terms shall remain in force until the expiration of Customer’s then-current subscription period. Any renewed subscription will be governed by AutogenAI’s then-current terms.
10.3 Customer agrees that AutogenAI and its Associated Companies may publish Customer’s name and logo in its customer lists, and promotional, marketing and investment materials, in any media. Customer will assist AutogenAI with the creation of a case study regarding the supply of services.
10.4 This agreement constitutes the entire agreement between the parties. Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement not expressly included in this Agreement.
10.5 If any provision of this Agreement is held invalid, illegal or unenforceable, it will be limited or amended to the minimum extent necessary to give effect to such provision and the wider Agreement.
SCHEDULE 1 – Definitions
The following definitions apply to the Agreement and its Schedules. Any capitalized terms not otherwise defined in the Agreement or its Schedules have the meanings set out below:
Applicable Laws: all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services, including those related to advertising, the Applicable Data Protection Laws, international communications and the transmission of technical or personal data, and all compulsory industry self-regulations;
Applicable Data Protection Laws: the California Consumer Privacy Act and California Privacy Rights Act, the Data Protection Act 2018, as amended, and the General Data Protection Regulation (EU) 2016/679 (as implemented under English law) or any other applicable similar laws relating to the protection of personal data in other jurisdictions;
Associated Companies: an entity that is directly or indirectly controlled by, or is under common control with, a party to the Agreement. For purposes of the foregoing, “control” means the ownership of (i) greater than fifty per cent (50%) of the voting power to elect directors of the entity, or (ii) greater than fifty per cent (50%) of the ownership interest in the entity;
Authorized User: those employees, agents and independent contractors of Customer who are authorized by Customer to access and use the Services;
AutogenAI Application: means the AutogenAI software application used by the Customer to generate the Customer Content;
AutogenAI Data: any information or data provided by AutogenAI to Customer as part of the Services, but at all times excluding Customer Data;
AutogenAI Marks: the AutogenAI name, logo, and any of the product names associated with the Services, all of which are trademarks of AutogenAI;
AutogenAI Documentation: AutogenAI’s user guides, manuals, and any other materials provided by AutogenAI that describe the functionality, use, or operation of the Services;
AutogenAI Technology: any technology or software used by AutogenAI to provide the Services, including without limitation, the AutogenAI Application, the AutogenAI Documentation, the AutogenAI Data, and/or any other underlying technology, trade secrets, data, content or information;
Confidential Information: information of a party concerning its business and/or affairs, including without limitation information relating to a party’s operations, technical or commercial know-how, specifications, inventions, processes or initiatives, plans, product information, pricing information, know-how, designs, trade secrets, software, documents (including for AutogenAI its AutogenAI Technology, and Services), data and information which, when provided by a party to the other: (i) are clearly identified as “Confidential” or “Proprietary” or are marked with a similar legend; (ii) are disclosed orally or visually, identified as Confidential Information at the time of disclosure; or (iii) a reasonable person would understand to be confidential or proprietary at the time of disclosure;
Customer Content: Customer Inputs and Customer Outputs;
Customer Data: all data, information, text, documents and other materials supplied to AutogenAI by Customer or which AutogenAI processes, stores or transmits on behalf of Customer under or in connection with the Services or this Agreement. Customer Data includes Customer Content;
Customer Input: any input (including the prompt text and documents uploaded with the prompt) provided to the AutogenAI Application by an Authorized User;
Customer Output: in relation to each Customer Input, the output produced by the AutogenAI Application in response to such Customer Input;
Effective Date: the date on which both parties have executed the Order Form;
Fees: the fees payable under the Agreement pursuant to the Order Form;
Force Majeure Event: acts, events, omissions or accidents beyond a party’s reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, fire, flood or storm;
Inappropriate Content: Customer Data which falls into the following categories (i) unlawful (including infringement of Intellectual Property Rights of any other party), harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates or promotes illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory on the grounds of race, gender, color, religious belief, sexual orientation, disability or any other illegal activity; (vi) causes damage or injury to any person or property; or (vii) content that falls into any of the following categories and any other substantially similar categories as may be communicated by AutogenAI to the Customer from time to time:
- Hate: content that expresses, incites, or promotes hate based on identity.
- Harassment: content that intends to harass, threaten, or bully an individual.
- Violence: content that promotes or glorifies violence or celebrates the suffering or humiliation of others.
- Self-harm: content that promotes, encourages, or depicts acts of self-harm, such as suicide, cutting, and eating disorders.
- Sexual: content meant to arouse sexual excitement, such as the description of sexual activity, or that promotes sexual services (excluding sex education and wellness).
- Political: content attempting to influence the political process or to be used for campaigning purposes.
- Spam: unsolicited bulk content.
- Deception: content that is false or misleading, such as attempting to defraud individuals or spread disinformation.
- Malware: content that attempts to generate ransomware, keyloggers, viruses, or other software intended to impose some level of harm.
Intellectual Property Rights: intellectual property rights including without limitation rights in patents, trademarks, service marks, trade names, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets and any other intellectual property rights arising anywhere in the world, whether registered or unregistered, and including applications for the grant of any such rights;
Minimum Term: the minimum term of the Services, as specified in the Order Form, during which time the Agreement cannot be terminated;
Order Form: the Order Form executed by both parties which references these Terms and details the Services ordered by Customer and the Fees payable by Customer and any other additional terms in respect of Customer’s access to and use of the Services;
Services: the services purchased by Customer as set forth in the applicable Order Form and provided in accordance with the Agreement, including access to the applicable AutogenAI Technology and the Support Services;
Services Commencement Date: the services commencement date stated on the Order Form;
Support Services: the provision by AutogenAI to Customer of technical advice, basic training and such other assistance and support related to the use of the Services;
Taxes: any applicable taxes, including without limitation, withholding, sales, use, excise, value added tax and similar taxes but shall not include taxes based on AutogenAI’s gross income
Usage Data: any data derived from the operation, support and/or use by Customer or Authorized Users of the Services, including configurations, log data, and the performance results for the Services, but excluding Customer Content;
Usage Policy: AutogenAI’s Usage Policy as may be varied from time to time; and
Virus: any thing or device (including any software, code, file or program) which may prevent, impair or otherwise adversely affect the access to or operation, reliability or user experience of any computer software, hardware or network, telecommunications service, equipment or network or any other service or device, including worms, trojan horses, viruses and other similar things or devices.