These Terms of Service ("Terms") govern your use of GridX Connect. Please read them carefully. Sections 5, 9, 18 and 19 explain what the Service does and does not promise, your responsibility for your listings, and the limits on our liability. Section 20 explains how disputes are resolved.

1. Agreement and Who We Are

1.1 The agreement. These Terms are a binding agreement between you and the Autotek entity identified in Section 1.3 ("Autotek," "we," "us," or "our"). They govern your use of GridX Connect, including the websites at gridxconnect.io, gridxconnect.com and gridxconnect.autotek.io, the GridX Connect web application, and the GridX Connect API (together, the "Service").

1.2 Acceptance. You accept these Terms when you create an Account, when you click to accept them, or when you first access the Service through an Account. Each person who uses an Account agrees to these Terms. If you accept on behalf of a company or other business, you confirm that you have authority to bind it, and "you" means that business. If you do not agree to these Terms, do not create an Account or use the Service.

1.3 Your contracting entity. Your contracting entity is determined by the country of your business as shown in your Account or billing details:

United States or Canada: AUTOTEK USA INC., a Delaware C Corporation.
Any other country, or if we do not have a country for your business: AUTOTEK FZCO, Dubai CommerCity, Umm Ramool, Dubai, United Arab Emirates.

Your contracting entity changes only if the country of your business changes in your Account or billing details and we confirm the change in writing. Only your contracting entity has obligations to you under these Terms.

1.4 The Autotek Group. "Autotek Group" means AUTOTEK USA INC., AUTOTEK FZCO, and any entity that controls, is controlled by, or is under common control with either of them. "Autotek Parties" means the members of the Autotek Group and their respective officers, directors, employees, agents, licensors and subcontractors.

2. Definitions

Account: your registered GridX Connect workspace, including all users you invite to it.
Channel: a third-party selling account you connect to the Service, such as an eBay account, an autotek.ae vendor store, or a Shopify store.
Credit: the unit of usage counted against your Plan, as described in Section 7.
Generated Content: titles, descriptions, item specifics, specifications, categories, vehicle fitment and compatibility data, images the Service creates, and any other output the Service produces from your inputs. Generated Content is "Derived Data" as that term is used in our Privacy Policy.
Listing: a Part's presence on one connected Channel.
Part: a product record in your inventory on the Service.
Plan: the subscription tier, allowance and pricing that apply to your Account.
Your Content: data you or your users provide to the Service, including part numbers, prices, quantities, SKUs, photos, descriptions, policies, store logos, and the edits and corrections you make.

3. Eligibility and Accounts

3.1 Business use only. The Service is provided only to businesses, and to individuals acting in a trade, business or profession. It is not offered to consumers. You must be at least 18 years old and able to enter into a binding contract.

3.2 Accurate information. You must provide accurate registration, business and billing details and keep them current.

3.3 Account security. You are responsible for everything done under your Account, including by users you invite. Keep login credentials and API keys confidential, and tell us promptly at support@autotek.io if you suspect unauthorised access.

3.4 Administrators. Account administrators control user access, Channel connections and billing. Adding and removing users is your responsibility.

3.5 Contractors. If you allow a contractor, agency or other service provider to use the Service or your API keys on your behalf, you must bind them to terms at least as protective of Autotek as these Terms, and you remain responsible for everything they do.

3.6 Sanctions. You may not use the Service if you, or any person who owns or controls you, are the subject of sanctions, or if you are located in a country or region where we are prohibited from providing the Service. Section 22.10 applies.

4. The Service

4.1 What the Service includes. GridX Connect helps automotive parts sellers turn part numbers into marketplace-ready listings and manage them across Channels. Depending on your Plan, the Service may include:

automated generation of titles, descriptions, item specifics, categories and vehicle fitment;
bulk upload by spreadsheet, single-part entry, and import tools;
inventory, price and stock management, including stock synchronisation across Channels;
publishing, revising and ending Listings on connected Channels;
image tools, including photo upload and compression and placeholder image generation;
donor-vehicle workspace tools, including VIN decoding;
market price research and fitment tools for existing listings; and
an API for programmatic access.

4.2 Beta and early-access features. Some features are labelled beta, preview or early access. They are provided as-is, may change or be withdrawn at any time, and are excluded from any service commitment.

4.3 Subcontractors. We may use subcontractors and third-party providers to deliver the Service. We are not required to identify them to you.

5. What the Service Does and Does Not Promise

5.1 A drafting and workflow tool. The Service prepares Listings using automated systems, including artificial intelligence, and reference data from third-party data providers. It is a drafting and workflow tool. It is not a verified parts catalogue, and it does not inspect, test or handle any part.

5.2 The basic premise of this agreement. As a basic premise of this agreement, reflected in our prices, you and Autotek agree that:

(a) Autotek does not check reference data or Generated Content for accuracy, completeness or currency;

(b) no particular level of coverage or accuracy is promised. Some Parts will receive no fitment, partial fitment, broader fitment than ideal, general item specifics, or a broader category than ideal;

(c) publishing, revising, ending and stock updates depend on marketplace systems and can be delayed, rejected or fail; and

(d) the outcomes described in (b) and (c) are normal operation of the Service. They are not a defect in the Service or a breach of these Terms.

Your review under Section 9 is the step that makes Generated Content fit to publish.

5.3 Labels in the Service. Labels in the Service that describe an automated check (for example, that fitment was matched against a reference source or narrowed by engine) describe the check that was performed. They are not a promise that a part fits a particular vehicle.

5.4 Suitability. You are responsible for deciding whether the Service suits your business, your Channels and your systems. The free Plan lets you evaluate the Service before you pay. Autotek makes no promise that the Service meets any requirement that is not set out in these Terms or in an order form signed by Autotek.

5.5 We are not the seller. Autotek is not the seller of any part listed through the Service. We do not take title to or possession of any part, and we are not a party to any sale between you and a buyer.

6. Connected Marketplaces and Channels

6.1 Your authorisation. When you connect a Channel, you authorise us to access that account and act through it on your instructions, including reading inventory, orders and business policies, and creating, revising and ending Listings. You can disconnect a Channel at any time.

6.2 Automated actions. You also authorise the Service to take automated actions in your connected Channels that follow from your settings and instructions. These include ending or reducing a Listing when available stock reaches zero, updating other Listings of the same Part after a sale, revising a Listing when you change its data, switching off or not activating a Listing that a marketplace has not fully accepted, and refreshing data read from your Channels. Each such action is treated as taken on your instruction.

6.3 Marketplace rules and fees. Each marketplace has its own user agreement, listing policies, fees and selling limits. You must comply with them. You are the seller of record for every Listing, and you are solely responsible for the items you list, sell and ship. Marketplace fees are between you and the marketplace and are not included in our fees.

6.4 Marketplace decisions. Marketplaces may reject, remove or restrict Listings or accounts. We do not control those decisions and are not responsible for them, unless a decision was caused by our breach of these Terms, in which case Section 18 applies.

6.5 Stock synchronisation. Where the Service keeps one stock quantity across several Channels, it updates the other Listings of a Part after a sale is reported to us. Synchronisation works only across connected, active Channels. It does not see sales on a disconnected Channel, sales a marketplace does not report to us, or changes made outside the Service, and updates can be delayed or fail. You remain responsible for monitoring your stock and for handling any oversell.

6.6 Bulk actions. Bulk actions (such as bulk publishing, bulk price changes and bulk ending) are carried out across every Part you select or that matches the filters you apply. Check the scope of a bulk action before you confirm it. We carry out bulk actions as instructed.

6.7 Disconnecting a Channel. When you disconnect a Channel, synchronisation with that Channel stops. Listings already live on that Channel are not ended automatically.

6.8 Affiliated marketplace. The autotek.ae marketplace is operated by a member of the Autotek Group. Connecting it is optional. Connecting it creates or links a vendor store in your name, subject to that marketplace's approval, and that marketplace's own vendor terms apply between you and its operator.

6.9 Marketplace-specific features. Some features depend on the marketplace, country site or currency, and their availability differs between Channels.

7. Plans, Usage and Billing

7.1 Plans. Current Plans, allowances and prices are shown on our pricing page and in your Account. Paid Plans have a monthly base fee that includes a set number of Credits.

7.2 What uses Credits. A Credit is used each time a Part is successfully processed, meaning the Part is created in your inventory. Some actions, such as VIN decodes beyond your Plan's free allowance, use more than one Credit, as shown in the Service.

7.3 Deleting does not return Credits. Usage is counted when processing succeeds. Deleting a Part later does not restore the Credit.

7.4 Allowance periods. Paid Plan allowances reset at 00:00 UTC on the 1st of each calendar month. Free and sponsored allowances are lifetime totals and do not reset.

7.5 Overage and spending caps. On paid Plans, usage beyond the included Credits is charged at your Plan's per-Credit rate, up to any spending cap that applies to your Account. When the cap is reached, further processing pauses until the cap is raised or the next period starts.

7.6 Automatic renewal. Paid Plans renew automatically each calendar month until cancelled under Section 7.12.

7.7 Payment. The base fee is charged in advance, and overage is charged in arrears, to your payment method on file through our payment processor, or by invoice where we have agreed. You authorise us to charge your payment method on file. Prices exclude taxes, which you must pay where applicable.

7.8 Late or failed payment. If a payment fails or an invoice is overdue, we may retry the payment, notify you, and, after reasonable notice, restrict processing or other paid features until the balance is paid. Overdue amounts bear interest at 1% per month, or the highest rate permitted by law if lower, from the due date until paid. You will reimburse our reasonable costs of collecting overdue amounts, including charges for failed or reversed payments.

7.9 No set-off. You must pay all fees in full, without set-off, deduction or withholding, except for counterclaims that Autotek has accepted in writing or that have been finally decided by a court or arbitral tribunal. A good-faith dispute over one charge does not suspend payment of undisputed amounts.

7.10 Billing errors. If you believe a charge is wrong, tell us within 60 days of the invoice or charge. We will correct any error we confirm. Except where the law requires otherwise, charges not disputed within that period are final.

7.11 Changing Plan. Upgrades and downgrades take effect at 00:00 UTC on the 1st of the following month, after the current month is invoiced on your existing Plan. We do not prorate.

7.12 Cancelling. You can cancel from your Account. Cancellation takes effect at the end of the current calendar month, and you keep your paid features until then.

7.13 Refunds. Fees are non-refundable, including for unused Credits, partial months, or Parts later deleted, except as stated in these Terms or where required by law.

7.14 Price changes. We may change Plan prices, Credit allowances and the number of Credits an action uses, with at least 30 days' notice. Changes apply from the first billing month after the notice period ends. If you do not agree, you may cancel under Section 7.12.

7.15 Sponsored and promotional Plans. Sponsored, trial or promotional access is subject to the allowance and duration stated when it is granted. We may end it as stated, when the sponsoring programme ends, or earlier on notice if it is misused. If your Plan is sponsored by or linked to a marketplace programme, we may share your participation status, your usage, and the sales value of Listings published through the Service with that programme's operator to administer and report on the programme.

8. Your Content, Generated Content and Licences

8.1 What you own. You keep ownership of Your Content, including images and media you upload, your pricing and quantity decisions, your SKU configurations, your Channel preferences, your marketplace credentials, and the edits and corrections you make.

8.2 Licence you give us. You grant Autotek a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display Your Content as needed to provide the Service, including sending it to the Channels you connect. We do not use your uploaded images for any other purpose.

8.3 Your corrections. You also grant Autotek a perpetual, non-exclusive, worldwide, royalty-free licence to use the edits and corrections you make to Generated Content, without identifying you, to improve the Service and its reference data.

8.4 Your promises about Your Content. You confirm that you have the rights to Your Content, including photos and descriptions, and that it is accurate, lawful and does not infringe anyone's rights.

8.5 Ownership of Generated Content. As between you and Autotek, Generated Content is the intellectual property of Autotek, as also described in our Privacy Policy. Autotek may use Generated Content for any lawful purpose, including improving the Service. Non-personal Generated Content, such as product specifications, categories and fitment, may be reused across the Service for all users without being attributed to you.

8.6 Your perpetual licence to Generated Content. Autotek grants you a worldwide, non-exclusive, royalty-free, perpetual licence to use, copy, modify and publish the Generated Content provided to your Account, solely to list, advertise and sell your own products on any sales channel and to keep your business records. You may grant marketplaces the rights they require to display and use that content in your Listings. This licence continues after your Account ends, but it does not cover Generated Content created or updated after that. Autotek may end this licence only if you breach Section 8.7.

8.7 Restrictions on Generated Content. You may not:

(a) sell, license or supply Generated Content to anyone, except as allowed in Section 8.6;

(b) use Generated Content for products that are not your own;

(d) extract or aggregate Generated Content beyond what your normal use of the Service requires.

8.8 Usage data. Autotek may collect and use data about how the Service is used, such as logs, performance and processing statistics, and publishing and synchronisation outcomes, together with aggregated or de-identified information derived from Your Content, for any lawful purpose, including operating, securing and improving the Service. We will not disclose it in a form that identifies you or any individual. This Section does not apply to your uploaded images or to personal data.

8.9 Exporting your data. You can export your inventory data, including Generated Content, through the Service's export features and API while your Account is active. For 30 days after your Account ends, we will provide an export of your inventory data on request to support@autotek.io.

8.10 Keep your own copies. The Service is not a backup or archive service. You are responsible for keeping copies of Your Content and inventory data, using the export features as often as your business needs. If Autotek is liable for loss or corruption of data, its liability is limited to the reasonable cost of restoring that data as if you had kept regular exports.

9. Your Responsibility for Listings

9.1 You publish, you are responsible. You are responsible for the content of every Listing you publish, whether one at a time or in bulk, including its title, description, item specifics, category, condition, vehicle fitment, images and price. Review Generated Content before you publish it, and check your Listings afterwards as your business requires.

9.2 You adopt what you publish. When you publish a Listing, you adopt its content as your own statement to buyers. Generated Content is a draft for your review.

9.3 Fitment. Vehicle fitment and compatibility data comes from reference data and automated matching. Fitment for a specific part can depend on engine, trim, production date and other details. You are responsible for the fitment you publish, and for advising buyers, where appropriate, to confirm fitment for their vehicle before purchase.

9.4 Genuine and original-equipment parts. The Service describes a part as genuine or original equipment based on the brand, condition and other information you provide. You must not identify a part as genuine or original equipment unless it is.

9.5 No statements on our behalf. You must not state or suggest to buyers or anyone else that a Listing, its fitment, or any vehicle data has been verified, certified or guaranteed by Autotek or GridX Connect, and you must not give any warranty or make any promise on Autotek's behalf.

9.6 Your sales. You are responsible for your sales and for everything that follows them, including buyer communications, returns, refunds, disputes, defects and warranty claims, product safety, recalls, and any notices or information the law or marketplace rules require you to give buyers.

9.7 Market data. Market prices, competitor data and similar insights are estimates based on third-party sources. They are for information only and are not pricing advice.

9.8 VIN decoding. Vehicle data from VIN decoding comes from third-party sources and may be incomplete or inaccurate. Verify it before relying on it.

9.9 Placeholder images. Placeholder images the Service generates are not photographs of your item. You are responsible for complying with marketplace rules on images and item representation.

9.10 Currency and tax. Where the Service shows or publishes a price in a currency other than the one you entered, it converts at rates from third-party sources, which may be delayed or differ from a marketplace's rate. A converted price is an estimate until you set a price in that currency. You are responsible for the price of every Listing, including any tax that must be shown or charged to buyers.

10. Reporting Problems and How We Fix Them

10.1 Tell us promptly. Tell us at support@autotek.io within 14 days after you discover an error in Generated Content or a failure of the Service (for example, a publish, revision, end or stock update that did not happen as instructed). Include the Part or Listing affected, what happened and when, and anything else we reasonably need to reproduce the problem.

10.2 How we fix it. For problems we can reproduce in the current version of the Service, we will, at our option, correct the problem, provide a workaround, re-process the affected Parts, or restore the Credits used for them.

10.3 If we cannot fix it. If we cannot do so within a reasonable time, you may request a credit of the fees attributable to the affected feature for the affected period. If a material problem keeps recurring, you may cancel your Plan with immediate effect.

10.4 Your remedies. Subject to Sections 18.1 and 18.2, the remedies in this Section 10 are your only remedies for errors in Generated Content and failures of the Service.

10.5 Problems we are not responsible for. We are not responsible for problems caused by Your Content, by changes made by you or your tools, by your systems, or by use of the Service contrary to these Terms or our documentation, or for loss that timely notice under Section 10.1 would have avoided.

11. Acceptable Use

11.1 Prohibited uses. You must not, and must not allow anyone else to:

(a) break any law, or any marketplace's rules, through the Service;

(b) list counterfeit, stolen, recalled, unsafe or prohibited items, or misrepresent an item's condition, origin or brand;

(c) upload content that infringes intellectual property, privacy or other rights, or that is unlawful, deceptive or harmful;

(d) access or attempt to access another customer's data, or any part of the Service you are not authorised to use;

(e) probe, scan or test the security of the Service, or bypass usage limits, rate limits or access controls;

(f) overload or disrupt the Service, or introduce malware;

(g) scrape or harvest data from the Service other than through our published API and export features;

(h) reverse engineer, decompile or attempt to derive the Service's source code, models, algorithms or reference data, except where the law expressly allows it;

(i) resell, sublicense or share access to the Service without our written permission; or

(j) create multiple Accounts to obtain additional free or sponsored allowances.

11.2 Monitoring and removal. Autotek has no duty to monitor Your Content or Listings. Autotek may block, remove or decline to publish any content or Listing, or pause a Channel connection, if it reasonably believes the content or Listing breaches these Terms, the law, a marketplace's rules or another person's rights. Where practical, we will tell you first and give you a chance to respond, except in urgent or obvious cases.

11.3 Verification. We may monitor use of the Service to check compliance with these Terms. On request, you will give us the information reasonably needed to confirm compliance, such as which users, API keys, applications or service providers act for you. If you obtain Credits, allowances or features in breach of these Terms, for example through multiple Accounts, we may charge you for that usage at your Plan's standard rates, in addition to our other rights.

12. API Access

12.1 Keys. API access is available on eligible Plans. API keys are issued to your Account and are confidential. You are responsible for all activity under your keys, and you must revoke any key you believe is compromised.

12.2 Limits. You must stay within the rate limits and usage rules in our API documentation. We may throttle or suspend a key that exceeds them or that threatens the Service.

12.3 Credits. API usage consumes Credits in the same way as the web application.

12.4 Changes. We may version, change or retire API endpoints. We will give reasonable notice before retiring a documented endpoint, except where a change is needed for security, legal or marketplace reasons.

12.5 Your applications. Applications you build on the API are your responsibility, including their compliance with these Terms and with marketplace rules.

13. Third-Party Services and Subcontractors

13.1 Services you choose. Third-party services you choose to use with the Service, including marketplaces, are governed by their own terms. We are not responsible for them, for their availability, or for changes they make that affect the Service.

13.2 Our subcontractors. We use subcontractors to deliver the Service and remain responsible for them to the extent these Terms and applicable law provide.

13.3 Withdrawn access. If a third party changes or withdraws access that a feature depends on, we may change or discontinue that feature.

14. Intellectual Property, Feedback and IP Complaints

14.1 Our property. Autotek and its licensors own the Service, including its software, models, algorithms, processing methods, reference data (including the GridX Database), designs, and the GridX Connect name and logos. These Terms give you a limited, non-exclusive, non-transferable, non-sublicensable right to use the Service while your Account is active. They grant no other rights, except the licence in Section 8.6.

14.2 Feedback. If you send us feedback or suggestions, we may use them without restriction or payment to you.

14.3 IP complaints. If you believe content hosted or published through the Service infringes your rights, send a notice to support@autotek.io with the subject line "IP Notice." Your notice should identify the work or right concerned, the content complained of and where it appears, your contact details, a statement that you believe in good faith that the use is not authorised, and a statement that the information in your notice is accurate and that you are the rights owner or authorised to act for them. We may remove or disable the content and will tell the affected customer. We may suspend or terminate Accounts of repeat infringers.

15. Privacy, Data Protection and Confidentiality

15.1 Privacy Policy. Our Privacy Policy, available at gridxconnect.io/privacypolicy, explains how we handle personal data. It forms part of these Terms.

15.2 Personal data you provide. Where you give us personal data about other people, such as your staff, users or business contacts, you confirm that you have a lawful basis to share it, and we process it to provide the Service. If your business needs a data processing agreement, contact us at support@autotek.io.

15.3 Compromised credentials. Autotek is not responsible for unauthorised access to or loss of data caused by the compromise of your credentials, API keys, devices or connected Channel accounts, or by third-party applications you connect, except to the extent caused by our breach of these Terms.

15.4 Security incidents. If we become aware of unauthorised access to your data or to Channel credentials we hold, we will notify you as required by law and take reasonable steps to contain it.

15.5 Confidentiality. Each party will keep the other's non-public business information confidential and use it only for the purposes of these Terms, except as allowed by Sections 7.15, 8 and 11.3. This obligation does not cover information that is or becomes public through no fault of the receiving party, that the receiving party already knew or independently developed, or that must be disclosed by law, in which case the disclosing party will be told where the law allows.

16. Suspension and Termination

16.1 By you. You can stop using the Service and cancel your Plan at any time, as set out in Section 7.12. You remain liable for fees incurred up to the end of the calendar month in which cancellation takes effect.

16.2 Suspension by us. We may suspend all or part of your access if you breach these Terms, fail to pay, create a security or legal risk, or if a marketplace or authority requires it. Where practical and lawful, we will give notice and tell you the reason.

16.3 Termination by us. We may terminate your Account for a material breach that you do not fix within 14 days of notice, immediately for serious or repeated breaches or where required by law, or on 30 days' notice for any other reason. If we terminate for no fault of yours, we will refund any prepaid base fee for the period after termination.

16.4 What happens next. When your Account ends, your access stops and we may disconnect your Channels. Listings already live on marketplaces are not ended automatically, and managing them becomes your responsibility. Section 8.9 explains how to obtain an export of your data. We delete account data under the retention periods in our Privacy Policy.

16.5 Survival. Sections 1.4, 3.3, 3.5, 5, 6.3, 6.5, 7 (for amounts owed and Section 7.15), 8.1 to 8.8, 8.10, 9, 10.4, 10.5, 11.1, 12.5, 14, 15, 16.4, 16.5 and 17 to 22 survive the end of these Terms.

17. Disclaimers

EXCEPT AS SET OUT IN SECTION 18.1, THE SERVICE, GENERATED CONTENT AND REFERENCE DATA ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE EXTENT PERMITTED BY LAW, AUTOTEK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT. AUTOTEK DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT GENERATED CONTENT OR FITMENT WILL BE ACCURATE OR COMPLETE, THAT LISTINGS WILL BE ACCEPTED BY ANY MARKETPLACE, OR THAT YOU WILL ACHIEVE ANY SALES RESULT.

18. Limitation of Liability

18.1 What we do not limit. Nothing in these Terms limits or excludes liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(d) any guarantee Autotek has expressly given in a document signed by Autotek; or

(e) any other liability that cannot lawfully be limited or excluded, including under mandatory product-liability law.

18.2 Ordinary negligence. Subject to Section 18.1, Autotek is liable for ordinary negligence only if it breaches an essential obligation, meaning an obligation that must be performed for the Service to be provided properly at all and on which you regularly rely, and then only for damage that was typical and reasonably foreseeable for a contract of this kind when you accepted these Terms.

18.3 EXCLUDED LOSSES. SUBJECT TO SECTION 18.1, NO AUTOTEK PARTY IS LIABLE FOR:

(a) LOSS OF PROFITS, REVENUE, SALES, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS;

(b) LOSS OR CORRUPTION OF DATA, EXCEPT AS SET OUT IN SECTION 8.10;

(d) LOSS ARISING FROM OVERSELLING, MARKETPLACE RESTRICTIONS ON LISTINGS OR ACCOUNTS, BUYER RETURNS OR DISPUTES, OR INACCURATE LISTINGS,

IN EACH CASE HOWEVER ARISING AND EVEN IF CAUSED BY THE SERVICE.

18.4 Backstop. If any exclusion in Section 18.3 is held unenforceable, the losses it covers remain subject to, and may not exceed, the limit in Section 18.5.

18.5 TOTAL LIMIT. SUBJECT TO SECTION 18.1, THE TOTAL AGGREGATE LIABILITY OF ALL AUTOTEK PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, HOWEVER ARISING, WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID TO AUTOTEK FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY, AND (B) ONE HUNDRED U.S. DOLLARS (US$100).

18.6 Free and beta features. For free, sponsored, trial and promotional Plans, and for beta and early-access features, Autotek is liable only in the cases listed in Section 18.1.

18.7 Your share. Autotek's liability is reduced to the extent that a loss was caused or increased by you, including by not reviewing Generated Content under Section 9, not keeping copies under Section 8.10, or not reporting a problem under Section 10.1.

18.8 Time limit for claims. A claim against any Autotek Party arising out of or relating to these Terms or the Service must be started within one year after you became aware, or ought reasonably to have become aware, of the facts giving rise to it. This does not apply to claims under Section 18.1 or where the governing law does not permit the time limit to be shortened.

18.9 Allocation of risk. The limits in this Section 18 reflect the price of the Service and the allocation of risk between you and Autotek. Each Autotek Party may rely on and enforce Sections 17, 18 and 20.

19. Indemnity

19.1 Your indemnity. You will defend, indemnify and hold harmless the Autotek Parties against third-party claims, and the resulting losses, fines, settlements and reasonable legal costs, arising from:

(a) the items you list or sell and your Listings, including claims by buyers, marketplaces or authorities that a part did not fit, was misdescribed, unsafe, counterfeit or unlawfully exported, and including claims that content you published was inaccurate even where it was Generated Content;

(b) Your Content;

(d) your breach of law, including data-protection and sanctions law, or of a third party's rights.

19.2 Exception. Section 19.1 does not apply to the extent a claim is caused by Autotek's breach of these Terms, gross negligence or wilful misconduct.

19.3 Process. We will tell you about a claim within a reasonable time; a delay affects your obligations only to the extent it prejudices you. You will give us the information, documents and help we reasonably request. We may take over the defence with counsel of our choice at your cost, or let you conduct it. You may not settle a claim in a way that requires any Autotek Party to admit fault, pay money or take any action without our written consent.

19.4 Claims that the Service infringes. If a third party claims that the Service infringes its rights, we may modify the Service, obtain a licence, or withdraw the affected feature and refund prepaid fees for it for the period after withdrawal. Subject to Section 18.1, this is your only remedy for such a claim.

20. Disputes and Governing Law

20.1 Talk to us first. Before starting any proceedings, a party must notify the other in writing, giving details of the dispute, and allow 30 days for good-faith negotiation. Notices to us go to support@autotek.io with the subject line "Legal Notice."

20.2 If you contract with AUTOTEK FZCO. These Terms are governed by the laws of the United Arab Emirates as applied in the Emirate of Dubai. Any dispute arising out of or relating to these Terms or the Service that is not resolved under Section 20.1 will be finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre, by a sole arbitrator. The seat of arbitration is the Dubai International Financial Centre, and the language is English. Autotek may also bring a claim for unpaid fees in the courts of the place where you are established.

20.3 If you contract with AUTOTEK USA INC. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and the state and federal courts located in Delaware have exclusive jurisdiction. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. Claims may be brought only on an individual basis, not as a plaintiff or class member in any class, collective or representative proceeding.

20.4 Urgent relief. Either party may seek urgent interim or injunctive relief from any competent court.

20.5 International sales law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

21. Changes to These Terms and to the Service

21.1 Changes to these Terms. We may update these Terms. We will post each new version with its date. For a change that materially reduces your rights or increases your obligations, we will notify the Account administrator by e-mail and in the Service at least 30 days before the change takes effect, unless a shorter period is required by law or by a marketplace. If you do not agree to the change, you may cancel under Section 7.12 before it takes effect. If you continue to use the Service after the change takes effect, you accept the updated Terms.

21.2 Changes to the Service. We improve the Service continuously and may add, change or remove features. We will not make a change that prevents you from using the core functions of your paid Plan for their intended purpose, except for security or legal reasons or because of a third-party change under Section 13.3. If we do, you may cancel with immediate effect and we will refund any prepaid base fee for the remaining period.

22. General

22.1 Entire agreement. These Terms, the Privacy Policy, and any order form or Plan terms you accept are the entire agreement between you and Autotek about the Service. An order form signed by Autotek prevails over these Terms where they conflict, but only for the provisions it expressly changes.

22.2 Your purchasing terms do not apply. These Terms apply instead of any terms in your purchase orders, supplier-onboarding documents or other standard terms, even if Autotek accepts a purchase order, completes a supplier form, or does not object to them.

22.3 No reliance. You confirm that you have not relied on any statement, promise or representation that is not set out in these Terms. This does not limit liability for fraud.

22.4 Assignment. You may not transfer these Terms without our written consent. We may transfer them to a member of the Autotek Group or to a successor in a merger, acquisition or sale of assets.

22.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control that reasonable precautions would not have prevented, including marketplace or cloud-provider outages, regional infrastructure incidents, and acts of government. This does not excuse payment obligations.

22.6 Notices. We send notices to your Account e-mail address or through the Service. You send notices to support@autotek.io.

22.7 Severability and waiver. If any provision of these Terms is held unenforceable, the rest remains in effect. Not enforcing a right is not a waiver of it.

22.8 Independent parties and third-party rights. Nothing in these Terms creates a partnership, agency or employment relationship. Except for the Autotek Parties under Section 18.9, no third party has rights under these Terms.

22.9 Language. These Terms are written in English. If they are translated, the English version prevails.

22.10 Sanctions and export control. You represent that neither you, nor any person who owns or controls you, nor any user of your Account is named on, or owned or controlled by a person named on, a sanctions list of the United Nations, the United States, the European Union, the United Kingdom or the United Arab Emirates. You must not use the Service to list, sell or ship goods to any person, country or region, or for any use, prohibited by applicable sanctions or export-control law. Compliance for the goods you sell is your responsibility. You must tell us promptly if your status changes. We may suspend or terminate your Account immediately, without liability, if we reasonably believe that continuing would breach those laws.

23. Contact

AUTOTEK USA INC. Delaware C Corporation

AUTOTEK FZCO Dubai CommerCity, Umm Ramool Dubai, United Arab Emirates

Email: support@autotek.io For legal notices, use the subject line "Legal Notice." For intellectual-property complaints, use "IP Notice."