Terms and Conditions

Last updated: June 2025

1. Introduction

1.1 Background

Thanks for subscribing to use the Autohive Platform. Our platform allows Users to create and/or use artificial intelligence Agents to automate certain tasks, and makes available tools, Agents created by Autohive and Third Party Agent Creators, and other digital content and services (Autohive Platform). Your use of the Autohive Platform and the Autohive Website is subject to these Terms.

By signing up to and using the Autohive Platform and the Autohive Website, you acknowledge that you have read and understood, and agree to, these Terms.

1.3 Updates to Terms

We may modify these Terms from time to time. Changes will take effect when they are updated on this page. Please check frequently for updates.

We may provide you notice of any significant changes to these Terms through the Autohive Platform or through others means, such as email. To the extent permitted under applicable law, by using the Autohive Platform and Autohive Website after a change, whether notified or not, you consent to our updates to these Terms.

If you do not agree to any change we make, you should immediately stop using the Autohive Platform and the Autohive Website, which will be your sole and exclusive remedy. You agree that your continued use of the Autohive Platform and/or Autohive Website after the expiry of the notice period constitutes your agreement to the modified Terms.

2. Account

You can create an account on the Autohive Platform by completing the online sign-up registration form on the Autohive Website.

2.2 Account terms

You agree and represent to us that:

if you are an individual, you are 18 years of age or older, are a human, and not a computer service or automated "bot";
if you are registering on behalf of an entity, you are authorised to access and use the Autohive Platform and agree to these Terms on behalf of that entity;
you are not located in a region that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" region; and you are not listed on any U.S. Government list of prohibited or restricted parties; and
you have provided accurate and valid information at the time requested during the registration process.

2.3 Account management

You may authorise any member of your personnel (if applicable) to access your account. You must authorise at least person to be the Administrator. When you authorise a person to be your Administrator, you must provide us with the Administrator's name and other information that we reasonably require in order to set up the Administrator's account and log-in. When you require further personnel to access your account, you, via the Administrator, will send invitations to those personnel. If we require, you will provide us with the personnel's name, a valid email, and other information that we reasonably require in relation to the personnel.

We will not be party to any dispute between you and any of your personnel.

You must ensure that all passwords required to access the Autohive Platform are kept secure and confidential. You are responsible for ensuring that log-ins for personnel who are no longer authorised to access your account are deleted.

You must notify us immediately if you becomes aware of:

any unauthorized use of your names and passwords; or
any other breach of security (whether physical or electronic).

You are fully responsible and liable for any act or omission of your personnel and any person who accesses the Autohive Platform or Autohive Website using your passwords, or for any loss as a result of any failure by you to deactivate a personnel's access when required.

3. Subscription

3.1 Your subscription

If you are a User that is an End User for one or more Agents, you require a subscription. Your subscription will be for the Subscription Package that you chose on sign up.

You acknowledge and agree that access to the Autohive Platform is a subscription and will automatically renew each month or year depending on your chosen billing frequency.

Autohive may change the price for your Subscription Package and for additional Top Up Credits at any time. Subscription Package price changes, if any, will be effective upon your subsequent billing period.

3.2 Managing your subscription

You can alter your Subscription Package by updating your account details on the Autohive Platform. When you alter your subscription (for example, if you upgrade your Subscription Package to increase your Utilization entitlement on the Autohive Platform), we will charge you immediately for the new Subscription Package rate or any one-off costs (as applicable). This will start a new billing cycle and set a new renewal date for your subscription.

3.3 Use of your subscription

The Subscription Package will be for a specified amount of Utilization. You are responsible for reviewing the amount of Utilization required by any Agent you use, whether that is an Agent you create yourself, an Agent that Autohive makes available, or a Third Party Agent, and for monitoring the Utilization under your Subscription Package. If you require additional Utilization during a month, you may pre-purchase one-off Top Up Credits. Any Top Up Credits you purchase will expire after the second monthly billing anniversary following the date of purchase. For example, if your monthly billing cycle occurs on the 15th of each month and you purchase Top-Up Credits on January 20th, these Top-Up Credits will expire after your March 15th billing date. The Utilization window will vary based on purchase timing relative to your billing cycle, and no refunds will be issued for expired Top-Up Credits. We are not responsible or liable if you run out of Utilization at any time. You must use the Utilization under your Subscription Package before using any Top-Up Credits.

4. Autohive Platform terms

4.1 Access to Autohive Platform

We will provide you with access to the Autohive Platform in accordance with these Terms and your Subscription Package terms and in compliance with all applicable laws and regulations.

4.2 Use of the Autohive Platform

When you access and use the Autohive Platform, you must:

use the Autohive Platform and Autohive Website only for the purposes and in the manner expressly permitted by the Terms and in accordance with all applicable laws and regulations;
be solely responsible for your use of the Autohive Platform and Autohive Website;
comply with any age restrictions that might apply for the use of specific features or Agents on the Autohive Platform;
be responsible for any access or data fees incurred from third parties (such as your internet provider or mobile carrier) in connection with your use of the Autohive Platform and the Autohive Website;
keep your account details secure and must not share them with anyone else. You must not collect or harvest any personal information of any User on the Autohive Platform, including account names;
not use the Autohive Platform and Autohive Website for any unlawful or illegal activity or purpose;
not violate, or attempt to violate, the security of the Autohive Platform and Autohive Website or where the Autohive Platform and/or Autohive Website are hosted by a third party, that third party's computing systems and networks;
not reproduce, duplicate, copy, sell, resell or exploit any portion of the Autohive Platform or Autohive Website without our express written permission;
not in any way infringe upon, adapt, alter, modify, revise, copy, create derivative works from, reverse engineer or decompile all or part of the Autohive Platform or Autohive Website;
not in any way interfere, attempt to interfere or cause or permit interference with the Autohive Platform or Autohive Website;
not enter into or upload onto the Autohive Platform or Autohive Website anything which infringes the rights of others or which contains a virus, malware or other harmful item or which is unlawful, indecent, threatening or offensive or which could in any way create any liability on or loss to us or to other Users;
not attempt to gain access to any materials other than those which the User has been given express permission by us to access;
not use the Autohive Platform to impersonate any third party; or
not use or permit the use of the Autohive Platform for the business of any entity or individual that is not the User, except solely if you are a Third Party Agent Creator who makes a Third Party Agent available on the Autohive Platform in accordance with these Terms.

4.3 User responsibilities

The User is solely responsible for acquiring, servicing, maintaining and updating all equipment, computers, software and communications required to access the Autohive Platform. We are not in any way responsible for any interference with or prevention of the User's (or any personnel's) access and/or use of the Autohive Platform as a result of deficiencies in the User's equipment, computers, software and communications.

4.4 Updates to Autohive Platform

We may need to update the Autohive Platform and Autohive Website from time to time, for example, for bug fixes, enhanced functions, missing plug-ins and new versions (Updates), some of which will be made immediately available to you at no cost. Such Updates may be necessary in order for you to use the Autohive Platform. By agreeing to these Terms and using the Autohive Platform, you agree to receive such Updates automatically.

We may update, upgrade, amend, modify change or remove any features, functions, brand, third party provider, or other element of the Autohive Platform (each, an Attribute) or provide a replacement for the Autohive Platform or Attribute from time to time, provided that the overall performance of the Autohive Platform is not materially adversely affected. We may amend these Terms in the event of an update, upgrade, amendment, modification, change or removal of an Attribute, and your ongoing use of the Autohive Platform after the change to the Terms is deemed to be acceptance of such change.

Notwithstanding the foregoing, we may terminate Autohive Platform or Attribute(s) (sunset):

immediately if we consider that providing the Autohive Platform or Attribute will violate applicable law, or
upon providing reasonable prior notice to you (but in no event less than 30 days for any sunset of the Autohive Platform) so long as we are sunsetting the Autohive Platform or Attribute generally for all Users of a similar type to you, or the Attribute from the then-current general release of the Autohive Platform. If we sunset the Autohive Platform or Attribute, no damages, liquidated damages or other remedy will be available to or due from us as a result of such sunset, and you will not be entitled to a refund of any prepaid Fees.

We will not be liable to you, or to any third party, for any modification, Update, suspension, sunsetting or discontinuance of the Autohive Platform, or for any loss that you may suffer as a result.

5. Creation of Agents

5.1 General

When creating an Agent, either for your own use or as a Third Party Agent Creator, you must:

not develop any Agents which would commit or facilitate the commission of a crime, or other tortious, unlawful or illegal act;
not develop any Agents:
- for any 'prohibited AI practices'; or
- that would be considered a 'high-risk AI system' or part of a 'high risk AI system', in each case, as set out in the EU Artificial Intelligence Act (with the Agents being an 'AI system' or part thereof for the purposes of that Act, as applicable);
inform any personnel using the Agent and any person whose Personal Information or other Data will be inputted into the Agent that the Agent is an artificial intelligence system, what artificial intelligence functions are enabled, who is responsible for decision making, if there is human oversight, and what the rights to object and seek redress are;
ensure that the outputs of the Agent are marked in a machine-readable format and detectable as artificially generated or manipulated;
ensure all outputs from the Agent are labelled as artificial intelligence generated content, and include a statement that the outputs should be reviewed before use; and
ensure all outputs from the Agent are labelled with a warning regarding the possibility of "hallucinations" or incorrect/inaccurate content.

5.2 Purpose

Users who are End Users must create Agents only for that End User's internal business purposes.

Users who are Third Party Agent Creators may create Agents for use by Users who are End Users for those End Users' own internal business purposes.

6. Use of Agents

6.1 General

The Agents use artificial intelligence and large language models to automate tasks and generate outputs. Agents may generate inaccurate or incorrect content, including "hallucinations". We do not warrant or guarantee that the output from Agents will be accurate, complete, or free from hallucinations. You should not rely on Agent outputs as a sole source of truth or factual information, or as a substitute for professional advice.

You must evaluate Agent outputs for accuracy and appropriateness for your use case, including using human review as appropriate, before using or sharing any Agent output.

You must not use any Agent output relating to a person for any purpose that could have a legal or material impact on that person, such as making credit, educational, employment, housing, insurance, legal, medical, or other important decisions about them, or use any Agent output for any high risk purposes such as health and safety decisions.

Agents may provide incomplete, incorrect, or offensive output that does not represent our views. If an Agent output references any third party products or services, it does not mean the third party endorses or is affiliated with us, or that we endorse that third party.

Users who are End Users of an Agent must use Agents only for that End User's internal business purposes. You may not bureau, resell, rent, timeshare, sublicence, or otherwise provide access to the Autohive Platform or an Agent, or any output of an Agent, to a third party.

6.2 Agents created for User's own purposes

Where you create your own Agents, you are responsible for the build and performance of such Agents, and for ensuring the outputs of such Agents are suitable for your use case.

6.3 Autohive created Agents

If Autohive creates and makes available Agents, you are responsible for the selection of such Agents and determining that the Agent and the outputs of such Agent are suitable for your use case. Autohive will use reasonable skill and care in the creation of such Agents, but does not warrant or represent that the Agent or any outputs of the Agent are suitable for your purposes, or are accurate or complete. The outputs of such Agents do not represent the opinions of Autohive in any way.

6.4 Third Party Agents

Autohive is not responsible for and does not endorse or otherwise warrant or guarantee the appropriateness or accuracy of any Third Party Agents or their outputs. The relationship between End Users of Third Party Agents and the Third Party Agent Creators of those Third Party Agents is governed by the terms and conditions between the two parties. Autohive is not a party to those terms and conditions and is not liable in any way to any party in relation to Third Party Agents or their outputs.

7. Autohive Obligations

7.1 Obligations

Subject to clause 4.4, Autohive will use reasonable endeavours to ensure that the Autohive Platform and Autohive Website remain available to you for the duration of your right to use the Autohive Platform. However, it is possible that on occasion the Autohive Platform and Autohive Website may be unavailable to permit maintenance or other development activity to take place, or in the event of force majeure. To the maximum extent permitted by law, we accept no responsibility or liability whatsoever for any loss you suffer that arises due to unavailability of the Autohive Platform or Autohive Website, except where the unavailability of the Autohive Platform or Autohive Website is due to our wilful failure, or where we sunset an Attribute or the Autohive Platform in accordance with clause 4.4(c).

To the maximum extent permitted by law, the User acknowledges that the provision of, access to, and use of, the Autohive Platform is on an "as is" basis and at the User's own risk.

7.2 Exclusions

We do not promise or guarantee that Third Party Agents or Autohive created Agents will remain available to End Users. We will use reasonable endeavours to notify End Users of any removal of a Third Party Agent or Autohive created Agent.

We do not promise or guarantee that all tools and features used to create an Agent will remain available. if you have created an Agent using a discontinued tool or feature, it is your responsibility to make any necessary changes to that Agent.

Not all Agents will be available in all countries. We reserve the right to restrict or discontinue access to any Agent at any time.

8. Third Party Agent Creator Terms

8.1 Application

If you are a Third Party Agent Creator, before making an Agent available to Users on the Autohive Platform, you must submit the Agent to us for our approval (such approval to be given in our sole discretion, acting reasonably).

Your application must include:

a description of the Agent;
your preferred pricing strategy from the following three options: no charge, variable price based on End User's usage, or fixed price (including your proposed price per use); and
a list of any third parties that will process information that is entered into your Agent (for example, the providers of any third party programmes or services with which your Agent interacts);
either:
- confirmation that the template Autohive EULA will apply to your Agent, and your name and address and the contact information (telephone number; E-mail address) to which any End User questions, complaints or claims with respect to the Agent should be directed; or
- if you choose to create your own EULA, a copy of that EULA and, if in a separate document, your privacy policy.

8.2 Approval

We will respond to your application as soon as we can, and in any event, no later than one month after the date you submit your application to us, indicating whether we accept or deny your application.

We may provide feedback on your application in our sole discretion.

8.3 Publishing

If we accept your application, we will use reasonable efforts to display and make your Agent available for viewing, using and purchase by End Users on the Autohive Platform.

We will ensure that the description of your Third Party Agent includes a link to the required agreements.

8.4 Agreements with End Users

You must ensure there is an appropriate written licence agreement in place between you and each End User who uses any of your Agents (EULA). The EULA may be on your own terms, or, if you do not wish to create your own terms, you may use our template EULA (available here).

If you choose to use our template EULA, you acknowledge and agree that the template EULA is generic, is made available to you on a no-warranties basis for your convenience only, is not designed for your specific situation or Agent, and does not comprise legal advice. We are not responsible or liable to you if the template EULA is not suitable for your circumstances or results in any liability for you. You use our template EULA at your own risk. We recommend you seek legal advice to determine if the template EULA is suitable for your needs.

If you choose to create your own EULA, your EULA must not be inconsistent with our Terms, our template EULA, or applicable laws. You must also ensure there is an appropriate privacy policy in place in relation to your Agent either as part of your EULA or in a separate document. That privacy policy must be consistent with our privacy policy and DPA, and no less restrictive than applicable privacy laws.

You will indemnify and hold Autohive harmless against any loss Autohive may incur as a result of the End User or any third party making a claim against Autohive under or in relation to your Agents or your EULA. Autohive will not be liable to you for anything in relation to the Agent or your EULA.

8.5 Price and Payment

Agents you create are displayed to End Users at prices based on your selection outlined in clause 8.1(b)(ii). The price for your Agents will be denominated in United States Dollars.

You are responsible for any taxes arising from the income you receive from providing Agents to End Users on Autohive.

You must not charge End Users for use of your Agents other than through the Autohive Platform payment process.

8.6 Modifying your Agent

If you make any changes to your Agent after submitting to it us for approval and before we accept your application, you agree to notify us as soon as reasonably practicable of those changes and, if requested by us, resubmit your application for approval in accordance with clause 8.1.

You must not modify, change or alter your Agent without our prior written consent.

8.7 Removing your Agent

You may remove your Agent from future distribution on the Autohive Platform by giving us not less than three months' prior written notice. Once your Agent is removed from future distribution on the Autohive Platform:

your Agent will be marked as 'depreciated';
End Users who were using your Agent can continue to use your Agent;
no new End Users can use your Agent.

You may not remove your Agent from the Autohive Platform without our prior written consent.

8.8 Effect of termination or cancellation

If we terminate these Terms for any reason or if you cancel your account on the Autohive Platform, you agree that we can continue to use your Agents and make those Agents available to Users.

9. Fees

9.1 Fees

Fees for Subscription Packages and Top Up Credits (together "Fees") will be set out on the Autohive Website.

9.2 Changes to Fees

Fees are subject to change from time to time and changes will be reflected on the Autohive Website. Changes to the Fees will be effective upon your subsequent billing period. By using the Autohive Platform after such billing period, you consent to the amended Fees.

9.3 Taxes

All Fees are exclusive of taxes, levies, duties, or similar governmental assessments of any kind, including but not limited to value-added tax (VAT), goods and services tax (GST), sales tax, use tax, or withholding tax, assessable by any jurisdiction (collectively, Taxes)

You are responsible for paying all Taxes associated with your use of the Autohive Platform. If we have a legal obligation to collect or pay Taxes on your behalf, we will invoice you for such Taxes and you agree to pay them unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

10. End User Invoicing and payment

10.1 Invoicing and payment

We will invoice you monthly or yearly, depending on the billing cycle you choose, in advance for your subscription to the Autohive Platform.

If you choose to subscribe for an annual subscription to the Autohive Platform with monthly payments, you will pay the monthly amount for each of the 12 months, even if you cancel your subscription to the Autohive Platform during your annual plan.

A valid credit card is required for paying accounts.

Payments are denominated in United States dollars.

If you fail to make any payment on the due date specified in the relevant invoice, then interest at the rate of 1.5% per calendar month or part thereof, or the highest rate permitted by law, whichever is lower, will accrue on the amount unpaid calculated from the due date until the date payment is actually made.

10.2 No refunds

There will be no refunds or credits for partial months of access to the Autohive Platform, upgrade/downgrade refunds, partially unused Top Up Credits, Top Up Credits used on Third Party Agents, or refunds for months unused with an open account.

11. Payments to Third Party Agent Creator

11.1 Payments

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11.2 Tax

All amounts payable by use to you as a Third Party Agent Creator are exclusive of taxes, levies, duties, or similar governmental assessments of any kind, including but not limited to value-added tax (VAT), goods and services tax (GST), sales tax, use tax, or withholding tax, assessable by any jurisdiction (collectively, "Taxes").

You are responsible for paying all Taxes associated with income generated from the Autohive Platform, excluding taxes based on our net income, property, or employees. If we have a legal obligation to collect or pay Taxes on your behalf, we will invoice you for such Taxes and you agree to pay them unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

12. Intellectual property

12.1 Our intellectual property

We own or otherwise have the right to use all rights, title and interest in and to (including all Intellectual Property Rights in and to) the Autohive Platform, Autohive Website, Usage Data, and any Updates we may make available to you under these Terms, including any Agents created on the Autohive Platform and the outputs of any Agents, except to the extent that such outputs contain your Data.

You agree to cooperate with us to maintain our ownership of the Autohive Platform and the Autohive Website, and, to the extent you become aware of any claims relating to the Autohive Platform or Autohive Website, you agree to use reasonable efforts to promptly provide notice of any such claims to us.

You do not own the Agents you create, either as an End User or as a Third Party Agent Creator. You have no exclusivity in relation to the Agents you have created. We, and other Users of the Autohive Platform, may create Agents for the same or similar purposes, and these may be created in the same way as you have created your Agents. However, we agree that we will not review the method by which Third Party Agent Creators have created your Agents in order to create our own version of that Agent.

The User agrees with Autohive that:

the User will not at any time question, dispute or challenge Autohive's ownership of or rights to the Autohive Intellectual Property Rights or assist any third party to do so;
the User's use of the Autohive Platform and Autohive Website, including Autohive Intellectual Property Rights, will not create any independent right of the User to such Intellectual Property Rights other than as set out in these Terms;
the User will not do anything to adversely affect Autohive's rights to the Autohive Platform, Autohive Website, and Autohive Intellectual Property Rights; and
if the User provides Autohive with ideas, comments or suggestions relating to the Autohive Platform:
- all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works) are owned solely by Autohive; and
- Autohive may use or disclose such feedback for any purpose, unless otherwise agreed in writing by Autohive. The User agrees to transfer and ensure that any person within its control transfers such rights to the Autohive upon Autohive's request.

12.2 Intellectual Property Rights in your Data

We claim no Intellectual Property Rights over any of the Data you upload or add to the Autohive Platform. As between you and us, all Data added to the Autohive Platform by you or users of your account will retain its original ownership. Our subcontractor that runs the large language model used by the Autohive Platform is OpenAI. OpenAI's terms and conditions and privacy policy will apply to their use of your Data.

12.3 Intellectual Property Rights licence

We grant you non-exclusive, non-transferable, non-sublicensable, limited right to use our Intellectual Property Rights existing in the Autohive Platform until your account to the Autohive Platform is terminated, so long as:

your use is for the purpose set out in these Terms; and
you do not reverse engineer, rent, sub-license or adapt those Intellectual Property Rights or use our Intellectual Property Rights independently of the rest of Autohive Platform; and
you are not in default of your payment or other obligations under these Terms.

To the extent necessary, you provide us a non-exclusive, royalty-free right to use, store, process your Data (and to sub-license those rights to our subcontractors) until your account to the Autohive Platform is terminated, so long as:

our and our subcontractor's use is only for the purpose of providing the Autohive Platform to you; and
that any transfer or sublicence of your Data to our subcontractors is subject to the restrictions set out in this clause and the Autohive Data Processing Addendum.

Nothing in these Terms will limit our use or retention of any know-how obtained or used under or in relation to these Terms or the re-use of that know-how for us or our other Users.

12.4 Analytical Data

Autohive may:

use Data and information about the User's (and personnels') use of the Autohive Platform to generate anonymized and aggregated statistical and analytical data (Analytical Data);
use Analytical Data for Autohive's internal research and product development purposes and to conduct statistical analysis and identify trends and insights; and
supply Analytical Data to third parties.

12.5 Trademarks and brands

Neither party obtains any right, title or interest in or to the other party's trade marks or brands. Neither party will grant, nor purport to grant, any right or licence to use the other party's trade marks or brands to any third party unless it has obtained the prior written consent of the other party.

The User must not alter or remove any Autohive trade marks used on or in relation to the Autohive Platform.

13. Data and Privacy

13.1 Privacy Policy

The Autohive Privacy Policy explains how we treat your personal information and protect your privacy when using the Autohive Platform.

13.2 Data Processing Addendum

The Autohive Data Processing Addendum explains how we process your Data.

13.3 User Data

The User warrants that:

it has obtained all consents and approvals that are necessary for Autohive to hold and process the Data, including to transfer the data to sub-processors as set out in the Data Processing Addendum;
it has the right to grant Autohive the license under clause 12.3(b);
the Data does not infringe or conflict with the rights of third parties;
the Data is true and correct and the User will ensure that the Data continues to remain true and correct; and
it is authorised to enter or upload the Data to the Autohive Platform and any Agent.

The User agrees to keep a separate back up copy of all Data uploaded by the User onto the Autohive Platform, and of any Agent outputs produced by an Agent. Autohive is not responsible for back up of Data or any Agent outputs.

13.4 Cookies

"Cookies" are a small piece of data sent from a website and stored in a user's web browser while the user is browsing that website. Every time the user loads the website, the browser sends the cookie back to the server to notify the website of the user's previous activity.

The Autohive Website uses "cookies" to make the service as easy for you to use as possible and helps us better understand user behaviour.

We treat information collected by cookies and other similar technologies as non-personal information unless:

applicable laws require us to treat them as Personal Information (as defined in our Privacy Policy); and
to the extent that non-personal information is combined with Personal Information, we treat the combined information as personal information,

in each case, in accordance with our Privacy Policy.

You can disable cookies on your computer if you wish, but please note that if you disable caching or choose to block sites from sending any data, this will cause the site not to work.

14. Confidentiality

The receiving party will not disclose the Confidential Information of the disclosing party, except to Affiliates, employees, agents or professional advisors of the receiving party who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise bound) to keep it confidential. The receiving party will ensure that those people and entities use the Confidential Information of the disclosing party only to exercise rights and fulfil obligations under these Terms, and that they keep it confidential.

The receiving party may also disclose Confidential Information:

when required by law after giving reasonable notice to the disclosing party, if permitted by law;
for the purpose of performing or exercising a party's rights pursuant to these Terms;
which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
which was rightfully received by the User or Autohive from a third party without restriction and without breach of any obligation of confidentiality; or
in the case of Autohive, if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that Autohive enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 14.

15. Representations and warranties

15.1 Representations and warranties

Each party represents and warrants that it has all necessary rights and authority to enter into these Terms and perform its obligations hereunder and thereunder. You further represent and warrant that you have all necessary rights and authority to act on behalf of any of your personnel, and any person whose information (including Personal Information) is included in the Data.

15.2 Disclaimers

Except as expressly provided for in these Terms and to the maximum extent permitted by applicable law we make no warranty of any kind, whether implied, statutory, or otherwise, and disclaim, without limitation, all warranties of merchantability, fitness for a particular use, and non-infringement in relation to the Autohive Platform, the Agents, or the outputs of any Agents.

The User further acknowledges that:

Autohive makes no warranty or undertaking as to the security of the Data, Autohive Platform, Autohive Website or of any information transmitted by either party or held by Autohive and similarly Autohive makes no warranty that its computer system or any electronic communication from Autohive to the User is free of viruses or other harmful content; and
Autohive will not be liable for any loss caused by any unauthorized access to, use of, interference with or damage to the Data or the User's computer system arising from the User's use of the Autohive Platform.

16. Liability and indemnity

16.1 Agents

We will have no liability under these Terms (including any indemnification obligations) arising out of or related to any use of an Agent or any output of an Agent by you or your Affiliates, or your personnel, or any third party. Any creation and/or use of an Agent will be solely at your own risk and may be subject to additional requirements as specified by us. We are not obligated to provide support for Agents, and we may, at our sole discretion, cease providing any Agent as part of the Autohive Platform.

16.2 Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Autohive, its Affiliates, and our respective directors, officers, employees and agents from and against any and all third party claims, actions, suits, or proceedings, as well as any and all losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or accruing from:

your use (including use by your personnel) of the Autohive Platform;
infringement or violation by or from your Agents (including your Third Party Created Agents) (including in any output) of any Intellectual Property Right or any other right of any person; or
any actual or alleged claim by a third party that any Data infringes the rights of that third party (including Intellectual Property Rights or privacy rights) or that the Data is objectionable, incorrect, or misleading;
you (including your personnel's) or any of your Agent's violation of any law or regulation or any negligent acts;
you or your personnel causing or procuring:
- the upload of any Data into the Autohive Platform;
- the storage of any Data on the Autohive Platform; or
- otherwise using the Autohive Platform, in a way which is contrary to or infringes any applicable law, including privacy law, of any applicable jurisdiction; and/or
any negligent or unlawful acts of the User, its Affiliates or personnel.

16.3 Limitation of liability

Autohive will be liable under or in relation to these Terms only if it has breached these Terms. Under no circumstances will Autohive or its personnel be liable in contract, tort (including negligence) or any other principle of legal liability, or to compensate the User for any loss, injury, or damage arising directly or indirectly from:

any act, omission, error, default or delay by the User or its personnel, or any Third Party Agent Creator;
the provision, installation, servicing, use or termination of the Autohive Platform;
the failure by Autohive to provide the Autohive Platform; or
the interception of any communication using the Autohive Platform,

whether the loss, injury or damage is the direct or indirect result of negligence or otherwise.

If Autohive is liable under these Terms, to the extent permitted by law:

it will be liable only up to a monetary cap of the total fees paid to Autohive under these Terms by the user making the claim at the time of the claim, for all claims made under or in relation to the Terms;
it will only be liable for the losses, costs, expenses, damages or claims (Loss) of the other party that are direct;
it will not be liable in contract, tort (including negligence) or any other principle of legal liability for:
- any actual or anticipated Loss of profits, revenue, savings, Loss of business opportunity, loss of contract, loss of goodwill, loss of or damage to reputation, loss or corruption of Data, costs of recovery of Data;
- any consequential or indirect Loss; and/or
- any third party's Loss (even if that third party's Loss is a direct Loss).

The monetary limitation set out in this clause 16.3 does not limit Autohive's liability:

for the User's Loss caused by Autohive's wilful breach of fraud; or
Autohive's obligation to pay an amount under these Terms.

The limitations of liability in this clause 16.3 apply:

regardless of whether the claim is made in contract, tort (including negligence), equity or any other head of law; and
to the extent permitted by law.

Each limitation or exclusion in this clause 16 and each protection given to Autohive by any provision of this clause is to be interpreted as a separate limitation or exclusion applying and surviving even if for any reason any of the provisions is held inapplicable in any circumstances.

Autohive and the User agree that they are supplying and acquiring goods and services for business purposes and pursuant to s 5D of the Fair Trading Act 1986 (FTA) they contract out of sections 9, 12A, 13 and 14(1) of the FTA and pursuant to s 43 of the Consumer Guarantees Act 1986 (CGA) they agree that the provisions of the CGA do not apply to these Terms.

17. Termination and cancellation

17.1 Term

These Terms will commence when you sign up to the Autohive Platform and will continue in full force and effect until terminated or cancelled in accordance with these Terms.

17.2 Cancelling your account

17.2.1 End Users

Users who are not Third Party Agent Creators may cancel your Subscription Plan to the Autohive Platform at any time by submitting a cancellation notification under your subscription settings in the Autohive Platform.

If you cancel your subscription before the start of the next billing period (including no less than 30 days prior to an annual billing anniversary), you will not be charged for a subsequent term. If you cancel after your billing anniversary (if applicable) (i.e., the payment has been taken or was due to be taken) no refunds or partial refunds for the Autohive Platform will be given for that billing period.

We do not offer partial refunds for annual subscriptions cancelled prior to renewal date. Annual pay monthly plans will continue to be payable up until the next annual subscription anniversary.

Account cancellation will be scheduled but not be actioned until the end of the subscription term, so you can choose to continue to use the Autohive Platform for the remainder of your subscription term.

17.2.2 Third Party Agent Creators

Users who are Third Party Agent Creators must give at least three months' notice of account closure by submitting a cancellation notification. Cancellation is subject to clause 8.8.

17.3 Termination

Either party may terminate these Terms upon notice with immediate effect if the other party is in material breach of these Terms:

where the breach is incapable of remedy;
where the breach is capable of remedy and the party in breach fails to remedy that breach within 30 days after receiving notice from the other party; or
more than twice, even if the previous breaches were remedied.

We may terminate these Terms upon notice with immediate effect if:

we are required to do so by law;
if you commit an act of bankruptcy or makes any assignment or composition with your creditors;
you are or become unable to pay your debts as they fall due or are deemed or are unable to pay such debts as defined in any applicable limited company legislation or suspend payment to your creditors or cease or threaten to cease to carry on your working or convenes a meeting of your creditors to propose a scheme of arrangement with your creditors;
liquidation proceedings are commenced for you;
you have a receiver or manager or statutory manager appointed; or
you do or permit anything to be done that causes significant or material harm to Autohive, the Autohive Platform, Autohive's reputation and goodwill, or another User.

We may terminate these Terms upon at least 12 months' notice if we decide to no longer operate the Autohive Platform.

You may terminate these Terms by cancelling your subscription to the Autohive Platform in accordance with clause 17.2.

17.4 Effect of termination

Upon termination or cancellation of these Terms or your account for any reason:

you will cease using the Autohive Platform;
all rights and licenses granted by each party will cease immediately;
any unused pre-paid Top Up Credits will be forfeited;
Autohive may in its sole discretion delete all or any of the Data after two months from termination or expiry of these Terms or cancellation of your account; and
if requested, each party will use commercially reasonable efforts to promptly return to the other party, or destroy and certify the destruction of, all Confidential Information disclosed to it by the other party.

Termination or expiry of these Terms does not affect a party's rights and obligations that accrued before that termination or expiry.

17.5 Suspension

If you are in breach of these Terms, or we reasonably suspect you are in breach of these Terms, we may immediately suspend or deactivate your use of all or any part of the Autohive Platform

18. General

18.1 General

These Terms represent the entire agreement between the parties relating to the Autohive Platform and replace all proposals or prior agreements and all communications between the parties relating to the subject matter of these Terms.

Neither party will be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under this Agreement.

These Terms do not create any agency, partnership, or joint venture between the parties.

Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

All notices under these Terms must be in English, in writing, and addressed to the other party.

You may give notices to us by email at support@autohive.com.

We may give notices to you by electronically posting the notice to the Autohive Platform or by email to the address connected to your account on the Autohive Platform.

A notice will be considered to be received by you if electronically posted to the Autohive Platform, at the time the post is made to your account, or sent by email, at the time the email leaves the communications system of the sender, provided that the sender does not receive any error message relating to the sending of the email at the time of sending.

A notice received after 5pm on a Business Day or on a day that is not a Business Day will be considered to be received on the next Business Day.

Wherever these Terms call for written request or written approval to be provided by either party, unless otherwise expressly stated that e-mail is not acceptable, such request or approval may be provided via email.

If any part of these Terms is held to be illegal, void, or unenforceable, the rest of these Terms will continue in full force and effect.

These Terms do not confer any benefit on, or create any obligation enforceable by, a person that is not a party to these Terms.

You must not assign or transfer any of your rights or obligations under these Terms without our prior written consent.

We may assign, novate, or transfer our rights under these Terms by giving at least 30 days' written notice.

These Terms will be governed by and construed in accordance with the laws of New Zealand and the parties submit to the exclusive jurisdiction of New Zealand courts in respect of all matters relating to these Terms.

The terms in these Terms which are, by their nature, intended to survive the termination of these Terms, including clauses 12 (Intellectual Property), 13 (Data and Privacy), 14 (Confidentiality), 17.4 (Effect of termination), 16 (Liability and indemnity), and 18 (General), will survive termination of these Terms.

Each party will use reasonable endeavours to procure that any necessary third party will do and execute all such further documents, acts, and things as may be reasonably necessary to give full effect to these Terms.

19. Definitions and interpretation

19.1 Definitions

In these Terms, unless the context otherwise requires:

Administrator means the member of the User's personnel who is authorised to manage the User's Autohive Platform account.

Affiliate means, with respect to a party, an entity that directly or indirectly controls, is controlled by or is under common control with such party.

Agents means AI agents created by Users, and/or Autohive, and/or Third Party Agent Creators using the tools on the Autohive Platform.

Autohive or Us or We or Our means Autohive AI Limited (NZ Company number 9406828) and includes its permitted assigns.

Autohive Platform has the meaning given in clause 1.1.

Autohive Website means the Autohive website at autohive.com.

Business Day means any day of the week, other than a Saturday or a Sunday, or a public holiday in New Zealand.

Confidential Information means in relation to a party, all information of any kind, whether written, electronic or otherwise, and whether marked or identified as being confidential, relating to that party or its business operations but does not include information that is in or enters the public domain through no fault of either party.

Data means all User data and information uploaded or otherwise made available to an Agent for processing, but for the avoidance of doubt excludes the Usage Data, and all aggregated metrics about the Autohive Platform.

End User means a User who uses an Agent.

Intellectual Property Rights means all industrial and intellectual property rights whether conferred by statute, at common law or in equity, including all copyright, rights in relation to inventions (including all patents and patent applications), trade secrets and know-how, rights in relation to designs, rights in relation to trademarks, business names and domain names.

Subscription Package means the defined amount of Utilization available to you each month at the specified Fee.

Terms means these Autohive Terms and Conditions, as may be amended in accordance with these Terms.

Third Party Agent means an Agent created and made available by a Third Party Agent Creator for use by other End Users of the Autohive Platform.

Third Party Agent Creators means Users who create Third Party Agents for End Users to use.

Top Up Credits means an additional amount of credits and storage that you can purchase for use during a month if you have used all the Utilization on your Subscription Package before the end of that month.

Updates has the meaning given in clause 4.4(a).

Usage Data means all data or information collected or created by Autohive relating to the User's use of the Autohive Platform, including all click-through data and metadata about the User, and includes Analytical Data.

User or you or your means a person that has completed the requisite information and accepted the terms of the Autohive Platform for the purposes of creating an account, and accesses and uses the Autohive Platform as an End User and/or as a Third Party Agent Creator.

Utilization means the amount of credits and storage available to you for use on the Autohive Platform. The amount of Utilization will depend on your Subscription Package.

19.2 Interpretation