Terms of Service — Agentuity

Welcome, and thank you for your interest in Agentuity (“Agentuity,” “we,” or “us”) and our website at www.agentuity.com, along with our platform, related websites, hosted applications, and other services provided by us (collectively, the “Service”). These Terms of Service, including Agentuity's Privacy Policy (available at: https://www.agentuity.com/privacy), (together, these “Terms”) are a legally binding contract between you and Agentuity regarding your use of the Service.

PLEASE READ THE FOLLOWING TERMS CAREFULLY:

BY CLICKING “I ACCEPT,” SIGNING AN ORDER FORM THAT REFERENCES THESE TERMS, OR BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE SERVICE, YOU AGREE TO BE BOUND BY, THESE TERMS. IF YOU ARE NOT ELIGIBLE, OR DO NOT AGREE TO THE TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE SERVICE. YOUR USE OF THE SERVICE, AND AGENTUITY'S PROVISION OF THE SERVICE TO YOU, CONSTITUTES AN AGREEMENT BY AGENTUITY AND BY YOU TO BE BOUND BY THESE TERMS.

If you are using the Service in the course of your work for an entity or organization that has a master subscription agreement with Agentuity in effect, then such master subscription agreement controls in the event of a conflict with these Terms.

1. Agreement to Terms

By accessing or using Agentuity's platform and services (“Services”), you agree to be bound by these Terms of Service (“Terms”). If you disagree with any part of the terms, you may not access the Services.

2. Description of Services

Agentuity provides a cloud-based AI agent platform that enables users to create, deploy, and manage AI agents. Our Services include:

Cloud infrastructure for AI agent deployment
Development tools and APIs
Monitoring and management capabilities
Technical support and documentation
Related services as described in our documentation

Agentuity may update, change, or discontinue any aspect of the Services at any time. We will make reasonable efforts to notify you of significant changes through the Service interface, email, or other reasonable means.

3. Eligibility

You must be at least 18 years old or the age of majority in your jurisdiction, whichever is higher, to use the Services. By agreeing to these Terms, you represent and warrant to us that:

You are at least 18 years old or the age of majority in your jurisdiction, whichever is higher
You have not previously been suspended or removed from the Services
Your registration and your use of the Services comply with any and all applicable laws and regulations

If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

4. User Accounts

To access the Services, you must register for an account. You agree to:

Provide accurate and complete registration information
Maintain the security of your account credentials
Promptly update any changes to your account information
Accept responsibility for all activities under your account
Not share your account credentials with third parties

When you register, you will be asked to create an account using various login methods. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you should immediately notify us at hi@agentuity.com.

5. Acceptable Use

You agree not to use the Services to:

Violate any applicable laws or regulations
Infringe on intellectual property rights
Transmit malicious code or conduct security attacks
Interfere with other users' use of the Services
Generate or distribute spam or unauthorized communications
Exceed usage limits or circumvent service restrictions
Use the Services to develop applications that violate these Terms or applicable laws
Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Services
Access the Services to build a similar or competitive product or service

We reserve the right to monitor your use of the Services for compliance with these Terms. We may suspend or terminate your access to the Services if we determine, in our sole discretion, that you have violated these Terms.

6. Payment Terms

Certain aspects of the Services may be provided for a fee. You agree to:

Pay all applicable fees as they become due
Provide valid payment information
Accept responsibility for all charges incurred
Pay applicable taxes and processing fees

We reserve the right to modify our pricing with reasonable notice to you.

6.1. Credit-Based Billing

Agentuity uses a credit-based billing system for certain services. Credits are pre-paid units that can be used to access and utilize the Services. Credit pricing and details will be provided on our pricing page or through the Services.

Purchased credits are non-refundable except as required by law. Credits do not expire unless otherwise specified at the time of purchase or in a separate agreement. Agentuity reserves the right to modify the credit system, including credit pricing and redemption rates, with reasonable notice to users.

6.2. Promotional Credits

Agentuity may, at its sole discretion, provide promotional or complementary credits to users. Such promotional credits:

May be subject to expiration dates as specified when granted
Cannot be transferred, exchanged for cash, or combined with other promotions
May be revoked at any time if we determine that they were issued in error or obtained fraudulently
Will be used before purchased credits when accessing the Services

6.3. Payment Processing

We use third-party payment processors to facilitate payment for the Services. These payment processing services are subject to the terms and conditions and privacy policies of our payment processors. By using these payment services, you agree to be bound by the payment processor's applicable terms and conditions.

6.4. Subscription Services

The Services may include subscription-based plans with automatically recurring payments for periodic charges. When you activate a subscription, you authorize Agentuity or its third-party payment processors to periodically charge you until you cancel the subscription. You must cancel your subscription before it renews to avoid billing for the next period.

6.5. Delinquent Accounts

Agentuity may suspend or terminate access to the Services for any account with unpaid fees. Delinquent accounts may be charged with additional fees related to collection of unpaid amounts, including collection fees.

7. Licenses

7.1. Limited License

Subject to your complete and ongoing compliance with these Terms, Agentuity grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services.

7.2. License Restrictions

Except and solely to the extent such a restriction is impermissible under applicable law, you may not:

Reproduce, distribute, publicly display, or create derivative works of the Services
Remove or alter any proprietary notices or labels on the Services
Access or use the Services in any manner that could damage, disable, overburden, or impair the Services
Use automated means, including spiders, robots, crawlers, or data mining tools, to download data from the Services
Use the Services for any purpose other than your own personal or internal business use

7.3. Open Source Software

The Services may include certain open source software. Any use of open source software is governed by the applicable open source license, and not these Terms.

8. Intellectual Property Rights

The Services and their original content, features, and functionality are owned by Agentuity and are protected by international copyright, trademark, and other intellectual property laws. Our trademarks and trade dress may not be used without our prior written permission.

Agentuity respects the intellectual property rights of others. If you believe your work has been used in a way that constitutes copyright infringement, please contact us with information regarding the alleged infringement.

9. User Content

You retain ownership of any content you upload to the Services. By uploading content, you grant us a worldwide, non-exclusive license to use, store, and process that content for the purpose of providing the Services.

You represent and warrant that: (a) you own or have the necessary rights to use and authorize us to use all intellectual property rights in and to any content that you submit; and (b) the content does not violate any third-party rights, including intellectual property rights and privacy rights.

We may remove any content that violates these Terms or may be offensive, illegal, or violate the rights of any person. We reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to:

Satisfy any applicable law, regulation, legal process, or governmental request
Enforce these Terms, including investigation of potential violations
Detect, prevent, or otherwise address fraud, security, or technical issues
Respond to user support requests
Protect the rights, property, or safety of Agentuity, its users, and the public

10. Privacy

Our Privacy Policy, available at https://www.agentuity.com/privacy, describes how we collect, use, and share information about you when you use our Services. By using our Services, you consent to our collection, use, and sharing of information as described in our Privacy Policy.

11. Disclaimer of Warranties

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. AGENTUITY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. AGENTUITY MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SERVICES.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

12. Limitation of Liability

To the maximum extent permitted by law, Agentuity shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from:

Your use or inability to use the Services
Any unauthorized access to or use of our servers
Any interruption or cessation of transmission to or from the Services
Any bugs, viruses, or other harmful code that may be transmitted through the Services
Any errors, mistakes, or inaccuracies in the Services

UNDER NO CIRCUMSTANCES WILL AGENTUITY'S AGGREGATE LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE, OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

13. Indemnification

You agree to indemnify, defend, and hold harmless Agentuity and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys' fees) that arise from or relate to:

Your use of the Services
Any content you submit to the Services
Your violation of these Terms
Your violation of any rights of another person or entity

Agentuity reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.

14. Termination

We may terminate or suspend your account and access to the Services immediately, without prior notice or liability, for any reason, including:

Breach of these Terms
Violation of law or third-party rights
Extended period of inactivity
Non-payment of fees
At our sole discretion for any reason

Upon termination, your right to use the Services will immediately cease. If your account is terminated, we may delete any content or other materials relating to your use of the Services and we will have no liability to you or any third party for doing so.

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

15. Changes to Terms

We reserve the right to modify or replace these Terms at any time. We will provide notice of any material changes through the Services or via email. Your continued use of the Services after such modifications constitutes acceptance of the updated Terms.

If you do not agree to the new terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services.

16. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the United States, without regard to its conflict of law provisions.

Any legal action or proceeding relating to your access to, or use of, the Services or these Terms shall be instituted in a state or federal court in the United States, and you agree to submit to the personal jurisdiction of such courts.

17. Severability

If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

18. No Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Agentuity.

19. Assignment

You may not assign or transfer these Terms, by operation of law or otherwise, without Agentuity's prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. Agentuity may assign or transfer these Terms, at its sole discretion, without restriction.

20. Entire Agreement

These Terms, including the Privacy Policy and any additional terms incorporated by reference, constitute the entire agreement between you and Agentuity regarding your use of the Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of these Terms.

21. Contact Us

If you have any questions about these Terms, please contact us at hi@agentuity.com