Last updated: Feburary 28, 2025
These Terms and Conditions (“Terms and Conditions”, “Agreement”) are binding on and apply to customers (“Customer”, “you”, “your”) using the Platform provided by Augwa Corp., its parent company, subsidiaries or its Affiliates (“Augwa”, “us”, “we”), from the time that Augwa provides you with access to the Platform and related Services. By purchasing a subscription to our Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions, along with any and all policies incorporated by reference, such as our Privacy Policy at https://www.augwa.com/privacy.
“Account” means the account created and used by Customer (“Customer Account”) to access the Services.
“Affiliate” means any entity which directly or indirectly controls, i.e. having direct or indirect ownership or control of more than 50% of the voting interests of the subject entity, is controlled by, or is under common control with the subject entity.
“Applicable Law” means all laws, statutes, common law, regulations, ordinances, codes, rules, guidelines, orders, permits, tariffs and approvals, including those relating to the environment or health and safety, of any governmental or regulatory authority that apply to the parties.
“Customer” means the individual or entity who purchases a Subscription under an applicable Subscription Plan or uses the Services.
“Customer Data” means all electronic data or information uploaded or transmitted by the Customer in the process of using the Services;
“Platform” means the Platform offered by Augwa through which Customers will access the Services;
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. For greater certainty, Personal Data does not include information that is de-identified, anonymized, or aggregated.
“Register” means the point at which the Customer creates an Account through the Platform.
“Services” shall have the meaning ascribed to it under Section 2.1.
“Subscription Plan” means the payment plans under which Augwa provides Customer the Services, available through the Platform.
“Subscription Term” means the period set out under the Subscription Plan.
“Support Services” means the support, maintenance and training services provided or to be provided by Augwa, or a third-party service provider engaged by Augwa, to the Customer.
“Augwa Technology” means the technology and intellectual property used in providing the products and services offered by Augwa, including computer software, programs, connectors, websites, networks, and equipment. Augwa Technology does not include third-party applications or other software programs and technology provided or made available to Customer by third parties.
“Term” means the period from the effective date of the first Subscription Term for the first Service purchased, to the date of termination or expiration of the final Subscription Term.
“Users” means any person authorized by Customer to access the Customer Account and use the Services under a valid Subscription Plan, including Customer’s clients, employees, agents, representatives, contractors, and consultants, as applicable.
“Augwa” means Augwa, its employees, contractors, agents, Affiliates, and any other individual authorized by Augwa dealing in the matters under these Terms and Conditions.
“Website” means the website owned and operated by Augwa at https://www.augwa.com.
2.1 Description of Service. Augwa provides an all-in-one business management platform designed to help automate scheduling, payments, client management, invoicing and staff coordination (the “Services”). Augwa grants the Customer a limited, non-exclusive, non-transferable, non-assignable, and non-sublicensable worldwide right to access and use the Platform and Services during the Term solely for its internal business purposes. All features or tools which are added to the Platform and related Services are subject to these Terms and Conditions. Customer shall not use the Platform or any Services that are not set forth in the Subscription Plan, except as otherwise provided in these Terms and Conditions.
2.2 Provision of Service. Augwa shall make the Platform available to Customer and its designated Users during the Term. Customer may subscribe for Services by selecting and purchasing a Subscription Plan. Customer agrees that its purchase of a Subscription Plan is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Augwa with respect to future functionality or features. Customer acknowledges and agrees that Customer has not relied on any future availability of any service offerings, technology, or enhanced or updated features or functionality.
2.3 Augwa Technology. Augwa Technology (including any third-party support software) and the Platform are owned by Augwa or applicable third-party licensors and suppliers and is subject to these Terms and Conditions.
3.1 Customer Account. Augwa shall enable a Customer Account for Customer to manage their Subscription Plan and related Services. Augwa may, in its sole and absolute discretion, reject an application for an Account for any reason, and Augwa reserves the right to refuse service to anyone for any reason at any time.
Customer shall maintain the confidentiality of all usernames, passwords, access, and account information (“Customer Login”) under their control. Except to the extent caused by Augwa’s breach of this Agreement, including its obligations under Section 8 (Confidentiality), Augwa is not responsible for unauthorized access to any Account.
Customer shall contact Augwa promptly if account details are compromised. Augwa will not be liable for any loss, damage, or claims, whether instigated by Customer or otherwise, directly or indirectly resulting from your failure to maintain the security of Customer Login or Customer Account. Customer is solely responsible and liable for the acts, omissions and defaults arising from its Users use of Customer Accounts in the performance of obligations under these Terms and Conditions as if they were Customer’s own acts, omissions, or defaults.
3.2 Customer Account Requirements. To Register for a Customer Account and receive a Customer Login, you must have attained the age of majority in your jurisdiction where you reside. Persons under the age of majority in their jurisdiction or are less than 18 years of age (“Minor”) may not create or use Customer Accounts.
3.3 Communication. You acknowledge that Augwa may use the Personal Data you provide to Augwa at the time of Registration or as updated by you from time to time to communicate with you on matters related to the Platform and Services, and for other purposes as set out in Augwa’s Privacy Policy https://www.augwa.com/privacy .
4.1 Augwa Responsibilities. Augwa shall: (i) maintain the integrity of the Platform and related Services; (ii) provide certain Support Services to Customer and Users, at no additional charge; and (iii) use commercially reasonable efforts to make the Platform and Services available 24 hours a day, 7 days a week, except for (each of the following being an “Exception”): (a) planned downtime (of which Augwa shall give at least 8 hours’ notice via the Service and which Augwa shall schedule to the extent reasonably practicable during the weekday hours from 9:00 p.m. EST to 6:00 a.m. EST between Monday and Thursday, and weekend hours from 9:00 p.m. EST Friday to 6:00 a.m. EST Monday); or (b) any unavailability caused by circumstances beyond Augwa's reasonable control, including without limitation, acts of God, acts of government, government declared states of emergencies, government restrictions on businesses, epidemic, pandemic, plague, flood, fire, earthquakes, tornado, tsunami, hurricane, civil unrest, war, insurgency, armed insurrection, civil war, riots, acts of terror, security breaches, strikes or other labour problems (other than those involving Augwa employees), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Augwa's possession or reasonable control, and denial of service attacks.
4.2 Customer Responsibilities. Customer is responsible for all activities that occur in Customer Accounts and for Users' compliance with these Terms and Conditions. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) use the Platform and Services in compliance with the Use Guidelines described in Section 4.3; (iii) use reasonable efforts to prevent unauthorized access to, or use of, the Platform and Services, and notify Augwa promptly of any such unauthorized access or use, including any such improper or unauthorized use by Users; (iv) accept and abide by these Terms and Conditions and/or ensure that Users affiliate with Customer Account accept and abide by these Terms and Conditions; and (v) comply with all Applicable Laws in using the Platform and Services.
4.3 Use Guidelines. Customer shall use the Platform and related Services, and ensure that Users use the Platform and Services, solely for their internal business purposes during the Term as contemplated by these Terms and Conditions and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform or related Services available to any third party, other than to Users or as otherwise contemplated by these Terms and Conditions; (ii) send spam or otherwise duplicative or unsolicited messages in violation of Applicable Laws; (iii) send or store infringing, obscene, pornographic, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party intellectual property or privacy rights; (iv) send or store Malicious Code (whether intentional or inadvertent); or(v) interfere with or disrupt the integrity or performance of the Service or the data contained therein. You are responsible for all activity and content uploaded by you or your Users through the Platform, including without limitation, photographs, images, videos, graphics, written content, code, information, and other data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited in connection with your Account.
4.4 Monitoring & Enforcement. Augwa reserves the right, but does not assume the obligation, to monitor and investigate violations of these Terms and Conditions or misuse of the Platform. Failure to comply with or breach of these Terms and Conditions shall be deemed by Augwa to constitute a material breach of the Terms and Conditions.
Without notice to You (unless required by law) Augwa may report any activity that Augwa suspects violates any law or regulation to appropriate law enforcement authorities, or regulators. Augwa’s reporting may include disclosing Your account information and/or Your User Content/Data. Augwa may also cooperate with law enforcement agencies or regulators to help with the investigation and prosecution of illegal conduct by providing information related to alleged violations of these Terms and Conditions. Augwa excludes and disclaims all liability for actions taken in response to breaches of these Terms and Conditions. The responses described in these Terms and Conditions are not limited, and Augwa may take any other action it reasonably deems appropriate.
5.1 User Fees. Customer shall pay all fees specified under its Subscription Plan, accessed through Customer Account, via an accepted credit card. Currently, Augwa accepts Visa, Mastercard and American Express. Augwa reserves the right to modify the accepted payment methods, providing Customer’s with a 30-day notice if their current method is no longer accepted. Except as otherwise provided all fees are quoted and payable in the local currency of the country the Account is based. Except as otherwise specified in these Terms and Conditions, under the Subscription Plan: (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancelable, and (iii) fees paid are non-refundable.
5.2 Subscription Plans. Customer’s Subscription Plan for the Services and status thereof is specified in Customer Account. Subject to Section 2.2, Customer may not reduce Customer’s commitment under the Subscription Plan specified in Customer Account during the Subscription Term. If Customer wishes to change or amend the Subscription Plan they are under, Customer must do so directly in their Account before the start of the next Subscription Term for the applicable Service. Any modifications will take effect immediately, and Augwa is under no obligation to provide refunds or credits for any differences in Subscription Plans.
5.3 Invoicing & Payment. Fees for the Services must be fully paid in accordance with our standard subscription agreement and payable through Customer Account. If a payment is not successfully settled, Augwa may suspend access to the Service until we have received payment in full. You are responsible for maintaining complete and accurate billing and contact information in your Customer Account.
5.4 Suspension or Termination for Non-Payment. If payment is not provided by Customer, Augwa reserves the right to suspend or revoke access to the Services, without liability to Augwa, until any outstanding amounts are paid in full. Your Account(s) will be reactivated upon payment of any outstanding amounts.
5.5 Effect of Suspension. If Augwa suspends Customer’s ability to access the Services, (i) Customer remains responsible for all fees and charges for suspended Services and for other Services to which Customer continues to have access, if any; and (ii) Customer will not be entitled to any compensation or credits for any period of suspension, unless suspension was due to Augwa’s error or omission.
5.6 Taxes. Unless otherwise stated, Augwa’s fees do not include any direct or indirect local, provincial, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including value-added, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Augwa's net income or property. If Augwa has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer.
5.7 Changes to the Fee of Subscription Plans. Following the first Subscription Term, Service fees for existing Customers will not increase as long as their Subscription Plan remains uninterrupted, except for enterprise Subscription Plans, which may be subject to increases at the sole discretion of Augwa. Customer acknowledges that add-on services may also be subject to increase at the sole discretion of Augwa. Augwa shall notify Customer of any increase at least 30 days prior to Customer’s subsequent Subscription Term. Such notice may be in the form of notice commonly used by Augwa to communicate with Customer. If Customer objects to the increase, then Customer may elect to not renew its Subscription Plan or add-on services. Customer acknowledges that the following do not constitute fee increases: (i) additional fees for any upgrade or an additional Service that Customer orders, and (ii) expiration of any discount or incentive programs to which Customer was previously entitled.
5.8 Payment Disputes. Customer must assert any payment dispute in writing to Augwa’s accounting department at [email protected] within 15 days after the due date of the invoice giving rise to the dispute. Augwa shall not exercise its suspension or termination rights or apply interest on late payments if Customer disputes the applicable charges reasonably and in good faith and provides reasonable cooperation to resolve the dispute. However, if Customer initiates a payment dispute without prior written notice to Augwa and without making reasonable efforts to resolve the matter, Augwa reserves the right to immediately terminate the Services without future notice, and Customer will be deemed unauthorized to use the Services thereafter.
6.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Augwa reserves all right, title, and interest, including all intellectual property rights, in and to the Platform and Services and all technologies related thereto, including any and all algorithms or processes developed by Augwa and all derivatives, modifications, or improvements of or to any of the foregoing made by or for Augwa, whether or not created or developed in connection with the Platform or Services. No rights are granted to Customer or Users hereunder other than as expressly set forth herein.
6.2 Restrictions. Customer shall not (i) modify, copy or create derivative works based on the Platform and Services; (ii) frame or mirror any content forming part of the Platform or Services; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Platform or Services, in whole or in part; (iv) access the Platform or Services in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Platform or Services; (v) circumvent or attempt to circumvent security measures implemented by Augwa to ensure the integrity and privacy of the Platform and Services; or (vi) disrupt the use of the Services or Platform by any other Customer.
6.3 Customer Data. As between Augwa and Customer, Customer or User, as applicable, exclusively owns all rights, title and interest in and to all Customer Data. Customer Data is deemed Confidential Information under these Terms and Conditions. Subject to Section 6.4, Augwa shall not access Customer Accounts.
6.4 Usage Data. Augwa may collect certain data and information regarding Customer and/or Users use of the Services, including, but not limited to, data involving functions within the Platform and Services most used by Customer or Users or other items (“Usage Data”). Augwa may use and exploit Usage Data for any purpose in connection with operating, improving and supporting the Platform and Services and any machine learning technology that underlies the Services (“Usage Data Purpose”). Notwithstanding any term in these Terms and Conditions to the contrary, Customer hereby consents to the use of such Usage Data for the Usage Data Purpose, and Customer represents and warrants it has obtained the necessary consent and legal right from Users (if applicable) to do the same, and Customer irrevocably assigns all rights, title and ownership of the Usage Data to Augwa, and Customer hereby waives any applicable non-assignable rights to such Usage Data to the extent Customer is legally permitted to do so, and Customer represents and warrants it has obtained the necessary consent and legal right from Users (if applicable) to do the same. Augwa represents and warrants that it shall not use the Usage Data for any other purpose other than the Usage Data Purpose.
6.5 Suggestions. Augwa shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Platform or related Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer or its Users relating to the operation of the Platform and Services.
7.1 Privacy Obligations. Notwithstanding any provisions, representations and warranties to the contrary, Augwa and Customer acknowledge that there is a possibility that the Customer Data and Usage Data may contain Personal Data, the use of which data is subject to various privacy laws, including all provincial, state, federal and international laws and regulations and provincial, state, federal and national government agency orders and decrees to which Customer or User(s) may be subject (“Privacy Laws”), as well as certain restrictions imposed on the Personal Data by the data subjects or other third party data providers. Both Parties agree to comply with these laws and restrictions. If either Party uses Personal Data in violation of Privacy Laws or these Terms and Conditions, the non-violating party shall have the right to: (a) terminate this Agreement for cause if such breach has not been cured within five (5) days of receipt by the violating party of written notice from the non-violating party, and (b) pursue any other legal and equitable remedies. For greater certainty, Augwa’s Privacy Policy governs Augwa’s collection, use, disclosure, retention and disposal of Personal Data, and forms part of these Terms and Conditions.
8.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of Customer or User disclosed to Augwa, whether orally or in writing, or whether disclosed purposefully or inadvertently, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Customer Data. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Customer or User; (ii) was known to Augwa prior to disclosure by Customer or User without breach of any obligation owed to Customer or User; (iii) is received from a third party without breach of any obligation owed to Customer or User; or (iv) was independently developed by Augwa without any use of or reference to Customer’s Confidential Information.
8.2 Confidentiality. Augwa shall implement and maintain commercially reasonable and appropriate technical, administrative, and physical safeguards and security methods designed to prevent any unauthorized release, access to or publication of Customer Data, Confidential Information, or Personal Data. Augwa shall implement processes and maintain procedures designed to comply with Applicable Laws. These Terms and Conditions are Customer’s instructions for storing Customer Data, and Augwa shall not process Customer Data for any other purpose. Augwa may use subcontractors to facilitate its obligations under these Terms and Conditions. Augwa shall use commercially reasonable measures to ensure that such subcontractors implement and comply with reasonable security measures in handling any Customer’s Data, Personal Data, or Confidential Information. Augwa shall not disclose or use any Confidential Information for any purpose outside the scope of these Terms and Conditions, except with Customer or User's prior written permission, subject to Section 8.3.
8.3 Compelled Disclosure. If Augwa is compelled by law to disclose Confidential Information of Customer or User, including encrypted Customer Data, it shall provide Customer or User, as applicable, with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Customer or User’s cost, if Customer or User wishes to contest the disclosure.
9.1 Mutual Warranties. Each Party represents and warrants to the other Party that (i) it has the authority to enter into this Agreement and perform its obligations hereunder; (ii) the Agreement does not conflict with any other agreement entered into by it; and (iii) it does not conduct business for any unlawful purpose.
9.2 Customer Warranties. Customer represents and warrants that for any Customer Data or Personal Data controlled by it, any Personal Data controlled by Users affiliated with Customer Account, or any other Customer Data or Personal Data provided or transmitted by Customer or User to Augwa, whether advertent or otherwise, Customer or User, as applicable, has obtained the necessary consent or legal right to provide or transmit such data.
9.3 Augwa Warranties. Augwa represents and warrants that (i) it will provide the Platform and Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the functionality of the Platform and Services will not be materially decreased during the Term; (ii) the Platform and Services will not contain or transmit to Customer any Malicious Code (except for any Malicious Code contained in User-uploaded attachments or otherwise originating from Users); (iv) it owns or otherwise has sufficient rights in the Platform and Services to grant to Customer the rights to use same granted herein; and (v) the Platform and Services do not infringe any intellectual property rights of any third party.
9.4 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DOCUMENTATION, PLATFORM, AND SERVICES ARE PROVIDED “AS IS,” AND AUGWA MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE DOCUMENTATION OR THE SERVICES (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO CUSTOMER BY AUGWA. AUGWA DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT THE OPERATION OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.
10.1 Indemnification by Customer. Subject to these Terms and Conditions, Customer shall defend, indemnify and hold Augwa harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against Augwa by a third party alleging that the Customer Data, or Customer's use of the Platform and/or Services: (i) infringes the intellectual property rights of such third party, or (ii) has harmed such third party because Malicious Code was uploaded or inputted by Users, (iii) electronic data or information was uploaded or inputted by Users without such third party’s authorization or permission, or (iv) violates any Applicable Law, or has otherwise harmed a third party; provided, that Augwa (a) promptly gives written notice of the Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases Augwa of all liability); and (c) provides to Customer, at Customer's cost, all reasonable assistance.
11.1 Limitation of Liability. IN NO EVENT SHALL AUGWA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS, OR THE RELATIONSHIP BETWEEN AUGWA AND CUSTOMER, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AGGREGATE PRICE OF THE SUBSCRIPTION TERM TO WHICH CUSTOMER REGISTERED AND SUBSCRIBED.
11.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL AUGWA HAVE ANY LIABILITY TO CUSTOMER OR USER(S) FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL OR EXEMPLARY DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT CUSTOMER OR USER(S) HAS OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.3 Limitation of Claims. EXCEPT WITH RESPECT TO CLAIMS RELATING TO THE MISUSE OF CONFIDENTIAL INFORMATION OR PERSONAL DATA, CUSTOMER SHALL NOT BRING ANY CLAIM RELATING TO THE AGREEMENT MORE THAN TWO YEARS AFTER THE EVENTS GIVING RISE TO THE CLAIM OCCURRED.
11.4 General. THESE EXCLUSIONS AND LIMITATIONS APPLY EVEN IF THE REMEDIES ARE INSUFFICIENT TO COVER ALL OF THE LOSSES OR DAMAGES OF CUSTOMER OR USERS. WITHOUT THESE LIMITATIONS THE FEE FOR THE PLATFORM AND SERVICES WOULD BE HIGHER. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY AND THE PARTIES MAY HAVE ADDITIONAL RIGHTS.
12.1 Term and Automatic Renewal. The Term of this Agreement begins on the effective date of the Subscription Term when Customer purchases the Services through the Platform and ends on the date of termination, cancellation or expiration of the Subscription Term. At the end of the then-current Subscription Term, each Subscription Plan will automatically renew for an additional Subscription Term at the current level and then-current pricing under the Subscription Plans. Customer may not cancel the Subscription under Section 12.3 below unless: (a) Customer cancels their Subscription Plan in Customer Account at least one day before renewal, or (b) Augwa provides written notice of non-renewal to Customer at least 7 days before such expiration date. Unless another payment method has been specified, Augwa will charge Customer’s payment information on file for the Subscription Plan for the renewal term.
12.2 Termination for Cause. Augwa may terminate the Agreement or any affected Services by notice to Customer or Users (i) if Customer or User materially breaches their obligations under the Agreement and, if the breach is capable of cure, fails to cure the breach within 30 days of the date of notice of breach; or (ii) upon Augwa ceasing to operate in the ordinary course of business, making an assignment for benefit of creditors, or becoming the subject of any bankruptcy, liquidation, dissolution, or similar proceeding that is not resolved within 60 days of filing. Material breach by Customer or User includes the following: (1) Customer or User is unable to resolve any issue leading to suspension of Customer or User’s Services to Augwa’s reasonable satisfaction within 30 days following notice of suspension, or (2) Customer or User’s use of the Services is in violation of Applicable Law. Customer will not be entitled to any refunds of any payments to Augwa, pro rata or otherwise. Customer and User acknowledge and agree that Augwa shall not be liable for costs, fees, damages, lost profits, or the like, as a result of termination or any reason whatsoever under this Section 12.2.
12.3 Cancellation. Customer may cancel the Account and any affiliated User Accounts and terminate this Agreement at any time through the Customer Account and Customer will continue to have access to the Services through to the end of the Subscription Term. Upon such cancellation, Customer shall pay to Augwa all undisputed amounts due and payable hereunder, if any. Customer will not be entitled to any refunds of any payments to Augwa, pro rata or otherwise.
12.4 Return and Retention of Customer Data. Within sixty (60) days after the effective date of termination, Customer, and Users with Accounts affiliated with Customer’s Account, may download and close their Account(s). After such 60-day period, Augwa shall have no obligation to maintain or provide access to Customer Data and shall thereafter, delete all Customer Data in its systems.
12.5 Surviving Provisions. The following provisions of these Terms and Conditions shall survive any termination or expiration of these Terms and Conditions: Sections 5 through 13.
13.1 Relationship of the Parties. These Terms and Conditions do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
13.2 No Third-Party Beneficiaries. Except as otherwise expressed herein, there are no third-party beneficiaries under these Terms and Conditions.
13.4 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under these Terms and Conditions shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
13.5 Severability. If any provision of these Terms and Conditions is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms and Conditions shall remain in effect.
13.6 Assignment. The Customer cannot assign any rights or obligations without Augwa's prior written consent, which should not be unreasonably withheld. Notwithstanding the foregoing, Augwa may fully assign this Agreement without Customer's consent in cases of merger, acquisition, reorganization, or asset sale. Any unauthorized assignment by the Customer is void. These Terms and Conditions bind and benefit the parties and their successors and permitted assigns.
13.7 Dispute Resolution. Except for intellectual property claims, disputes between Customer and Augwa related to these Terms and Conditions or Services must first be negotiated. If unresolved, they will be settled by arbitration under the Arbitrations Act (Ontario). Each party appoints an arbitrator, with a third chosen by the first two. The decision must be made within 30 days, is final, binding, and addresses costs. Judgment may be entered in any court with jurisdiction.
13.8 Governing Law and Jurisdiction. These Terms and Conditions will be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.
13.9 Equitable Relief. Customer acknowledges that damages may be an inadequate remedy if Customer or the Users violate the obligations under these Terms and Conditions, and Augwa shall have the right, in addition to any other rights it may have, to seek injunctive relief without any obligation to post any bond or similar security.
13.10 Notices. Augwa shall communicate announcements of general interest by email or by posting on its Website. Augwa shall provide Customer with legal notices by email provided by Customer. Customer shall immediately update Customer email in Account if Customer’s email address for notice changes. Except as otherwise specified in these Terms and Conditions, all notices must be in writing to [email protected].
13.11 Entire Agreement, Amendment and Conflict. This Agreement and all documents incorporated herein by reference, including Augwa’s Privacy Policy constitute the entire agreement and understanding between the Parties and supersedes all prior or contemporaneous written, electronic, or oral communications, representations, agreements, or understandings between the Parties with respect thereto. Augwa reserves the right to update and change the Terms and Conditions by posting updates and changes to the Website. Except to the extent expressly specified otherwise, if there is any conflict between these Terms and Conditions and any of the other Agreement documents or policies, then the following order of precedence applies: (i) any addendum negotiated between the Parties, (ii) these Terms and Conditions, (iii) other documents referenced in these Terms and Conditions.
13.12 Supplemental Terms. Supplemental terms may apply to certain Services, such as rules for activities or promotions, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, these Terms. Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.