Effective Date: March 28, 2024
1. Introduction
These Terms of Service (“Terms”) apply when you (“User,” “you,” “your”) use the services of AgentX Inc. (together with our affiliates, “AgentX,” “Company,” “we,” “us,” “our”), including Company API, Widget, Website, software, tools, developer services, data, and documentation (collectively, the “Service”). The Terms include other documentation, guidelines, or policies we may provide in writing. By using our Service, You agree to these Terms. SECTION 26 OF THESE TERMS REQUIRES ARBITRATION ON AN INDIVIDUAL BASIS. THIS PARAGRAPH CONTAINS AN IMPORTANT NOTICE. PLEASE READ IT CAREFULLY. Our Privacy Policy explains how we collect and use personal information.
These Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity, and AgentX Inc., concerning your access to and use of the Service. You must be at least 13 years old to use the Service. All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Service. If You are a minor, you must have Your parent or guardian read and agree to these Terms prior to You using the Service.
By using the Service, you represent and warrant that your age and legal capacity enable you to enter into an agreement with the Company and you have the right to act on behalf of the entity which you represent, if applicable. You agree that by accessing the Service, you have read, understood, and agreed to be bound by all of these Terms and represent and warrant that your declarations are effective. IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICE AND YOU MUST DISCONTINUE THE USE IMMEDIATELY.
Supplemental terms and conditions or other documentation, guidelines, or policies posted on the Service from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time. We will update the "Effective Date” of these Terms when making such changes or modifications, and you waive any right to receive specific notice of each such change. You agree to periodically review these Terms to stay informed of updates. You agree to accept and be subject to the changes in any revised Terms by your continued use of the Service after the date such revised Terms are posted.
2. Definitions
Unless otherwise indicated, the following capitalizes terms have the following meaning:
Account – means individualized panel for exploiting the Service.
Company API – means the Company’s application programming interface, which may be integrated with the User’s software platform.
Content – means contents such as text, picture, audio, video, and others, which the User publishes, presents, or transmits through the Service.
Device – means devices such as a computer, telephone, smartphone, tablet or other electronic equipment, including Mobile Device.
External API – means the application programming interface provided by an entity other than the Company
Intellectual Property – means (i) any and all data, files, documents, summaries, reports, data attributes, manuals, computer software, artificial intelligence agents, API, computer code, processes, procedures, models, systems, sales materials, technical materials, know-how, checklists, information now or hereafter provided by Company to User; (ii) Marks now or hereafter created by or on behalf of Company; and (iii) any Intellectual Property Rights owned by the Company.Intellectual Property Rights – means any and all now or hereafter known tangible and intangible (i) works of authorship and all rights associated with works of authorship throughout the world, including copyrights, moral rights, and mask works; (ii) rights in Marks and similar source identifiers; (iii) trade secret rights; (iv) patents and other rights in industrial designs, utility models, algorithms, and inventions; (v) all other intellectual and industrial property rights of every kind and nature throughout the world and however designated (including domain names, logos, “rental” rights, and rights to remuneration), whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, initial applications, renewals, extensions, continuations, continuations-in-part, divisions, or reissues thereof now or hereafter in force (including any derivative rights in any of the foregoing).
Marks – means trademarks, service marks (whether registered or at common law), trade names, business names, logos, symbols, internet domain names, or any abbreviation or contraction thereof.
Mobile Device – means a portable device such as a telephone, smartphone, tablet or other electronic equipment.
Other Websites – means websites other than the Website.
Password – means an anonymized verification tool which enables access to the Account.
Privacy Policy – means the policy that defines the rules of personal data processing by the Company, available at https://www.agentx.so/privacy.
Service – means the Company API, Widget, Website, software, tools, developer services, data, documentation, and the like.
Terms – means the terms of service available at https://www.agentx.so/terms.
User – means a person or entity who uses at least a part of the Service.
Website – means web pages located at https://www.agentx.so.
Widget – means the Company’s widget that may be implemented on the User’s software platform such as a website.
Above mentioned definitions retain their meaning regardless of whether they are expressed in the singular or the plural.
3. General Rules
You shall not use the Service in any way that violates any applicable law or regulation. The information rendered through the Service is not intended for distribution to or use by any person or entity in any jurisdiction where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction. Accordingly, those persons or entities that choose to access the Service do so on their own initiative and are solely responsible for compliance with all applicable local laws and regulations, if and to the extent local laws are applicable.
The Service may introduce the possibility of other persons or entities (“Third-Party Entities”) using the Service to provide services (“Third-Party Services”). The Third-Party Services will be provided on the basis of terms mandated by these Third-Party Entities who will be responsible for the execution of the Third-Party Services, unless the Terms clearly and unambiguously state otherwise.
You are solely responsible for acquiring the minimum technical requirements for accessing or using any part of the Service. You are solely responsible for maintaining a secure hardware and software environment for your Device used for accessing or using any part of the Service.
4. Account
You may set up an Account with the Company. The Account set-up process requires information such as email and Password. You agree to provide accurate, complete, and current information at all times during and after setting up the Account. Inaccurate, incomplete, or obsolete information may result in the immediate termination of the Account. You agree to be solely responsible for protecting and maintaining the confidentiality of the Account and Password, including but not limited to restricting the access to your Device and Account. You agree that the Company is not responsible for any type of damage that is caused entirely or partially by your negligence that resulted in compromise of your Password or other similar credentials. You agree to notify the Company immediately upon becoming aware of any breach of security or unauthorized use of Your Account. You agree not to use the following as the username of the Account: the name of another person or entity or that is not lawfully available for use, a name or trademark that is subject to any rights of another person or entity and without appropriate authorization, and any name that is offensive, vulgar, or obscene.
5. Communications
By creating an Account, communicating with us, or subscribing to our newsletter, you agree that we may send you messages by email or other contact means regarding your Account’s security, our service updates, newsletters, marketing, or promotional materials and other information. You may reply “Opt Out” to stop receiving such communication. Our newsletters also contain an unsubscribe option for you to opt out.
6. Promotions
Promotions made available through the Service may be governed by additional rules that are separate from these Terms. If you participate in any promotion, you agree to review and follow the rules of the promotion. If the rules for such promotion conflict with these Terms, the rules of the promotion shall prevail.
7. Subscriptions
Some parts of the Service may be billed on a subscription basis (“Subscription”). If you purchase such Subscription, you agree to be billed in advance on a recurring and periodic basis (“Billing Cycle”) such as monthly or annual depending on the type of subscription plan. At the end of each Billing Cycle, your Subscription shall automatically renew under the exact same conditions, unless you proactively cancel the Subscription or the Company cancels the Subscription. You may cancel your Subscription renewal through your Account.
A valid payment method acceptable by the Company is required for processing the payment for your Subscription. You agree to provide accurate and complete billing information including (i) full name, (ii) email address, (iii) country, (iv) business’s legal entity name, (v) VAT tax number, (vi) a valid payment method information, and (vii) any other information required by the Service to complete the payment process. By submitting such payment information, you authorize the Company to charge all Subscription fees incurred through your Account to any such payment instruments. Should automatic billing fail to occur for any reason, the Company may issue an electronic invoice indicating that you must submit payment manually, within a certain due date, with the full payment corresponding to the billing period.
We reserve the right to refuse or cancel your payment order at any time for reasons including but not limited to: service unavailability, errors in the description or price of the Service, error in your payment order, and suspicion of any fraud, unauthorized transaction, or illegal activity. The Company is not responsible for any additional fees, including taxes, imposed by the relevant authorities, which shall remain as the responsibility of the User submitting the order.
8. Fee Changes
The Company, in its sole discretion and at any time, may modify the fees for the Subscriptions, which will become effective at the end of the then-current Billing Cycle. The Company will use reasonable efforts to provide you with a notice for such change to give you an opportunity to terminate your Subscription before such change becomes effective. Your continued use of Service after Subscription fee change comes into effect constitutes your agreement to the modified Subscription fee.
9. Refunds
Unless required by law or permitted by the Company in its sole discretion, Subscription fees are non-refundable.
10. Content
The Service may allow you to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Service, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, keys of External APIs, or personal information or other material referred to as the Content. When you create or make available any Content or similar data, you grant the Company an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, and unlimited right to use the Content in any manner and for any purpose, including copying, modifying, creating derivative works, publishing, distributing, and integrating with the Company’s products for commercial or non-commercial purposes. The Content may be viewable by other Users of the Service or through Other Websites. As such, any Content you transmit may be treated in accordance with the Privacy Policy.
When you, your agent, or your customer creates or makes available any Content or similar data, you represent and warrant that:
• you are responsible for the Content that you, your agents, or your customers created or made available to the Service including its legality, reliability, appropriateness, and compliance with the Terms,
• you are responsible for the secure storage of the keys of External APIs and must not share these keys with unauthorized parties,you will adhere to the terms of use of any External APIs accessed through the Service, and this includes respecting rate limits, data usage policies, and any restrictions on the type of data that can be accessed or operations that can be performed,
• you have read and agree with “Prohibited Uses” in the Terms and will not post, send, publish, upload, or transmit through the Service anything that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading,
• to the extent permissible by applicable law, you waive any and all moral rights to any such Content,
• the creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Content do not and will not infringe the proprietary rights, including but not limited to the Intellectual Property Right of any third party,
• you are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Service, and other users of the Service to use your Content in any manner contemplated by the Service and the Terms,
• you have the written consent, release, and/or permission of each and every identifiable individual person in your Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Content in any manner contemplated by the Service and the Terms,
• your Content is not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation,
• your Content is not ridicule, mock, disparage, intimidate, or abuse anyone, your Content is not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people,
• your Content does not violate any applicable law, regulation, or rule, your Content does not violate the privacy or publicity rights of any third party,
• your Content does not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors,
• your Content does not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap,
• your Content does not otherwise violate, or link to material that violates, any provision of these Terms, or any applicable law or regulation, and your Content does not constitute confidential information.
11. Prohibited Uses
You may use the Service for lawful purposes only. You agree not to:
• use the Service in any way that violates any applicable local, national, or international law or regulation,
• use the Service for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise,
• use the Service to transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation,
• trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as Password,
• use the Service to impersonate or attempt to impersonate the Company, a Company employee, or any other party, by for example using “phishing” techniques,
• circumvent, disable, or otherwise interfere with security-related features of the Service, including features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Service and/or the content contained therein,
• attempt to bypass any measures of the Service designed to prevent or restrict access to any part of the Service,
• use the Service in any way that infringes upon the rights of others, such as privacy rights, publicity rights, Intellectual Property Rights, contract rights, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity,use the Service to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determined by us, may harm or offend the Company or any other party or expose them to any liability,
• use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party’s use of the Service, including their ability to engage in real time activities through the Service,use any robot, spider, or other automatic device, process, or means to access the
• Service for any purpose, including monitoring or copying any of the material on the Service,
misuse the keys of External APIs, including but not limited to unauthorized access to third-party systems, data scraping beyond permitted limits, or engaging in activities that would constitute a breach of the External API's terms of service, • engage in any automated use of the Service without authorization, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools,
• use any manual process to monitor or copy any of the material on Service without written authorization,
• use any device, software, or routine that interferes with the proper operation of the Service,
• introduce any viruses, trojan horses, worms, logic bombs, or other material, which is malicious or technologically harmful,
• attempt to gain unauthorized access to, interfere with, damage, or disrupt the operation of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service,
• use any information obtained from the Service to harass, abuse, or harm another person or entity,
• except as set out in the Terms or contracts, copy, reproduce, aggregate, republish, upload, post, publicly display, encode, translate, transmit, distribute, sell, license, or otherwise exploit any part of the Service or its content or Marks without our express prior written permission, including but not limited to Flash, PHP, HTML, JavaScript, or other code,
• engage in unauthorized framing of or linking to the Service,
• delete the copyright or other proprietary rights notice from any content of the Service,
• disparage, tarnish, or otherwise harm, in our discretion us and/or the Service,
• make improper use of our support services including, for example, submitting false reports,
• except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Service, or derive source code from the Service,
• create or publish External APIs or otherwise proxy access to the Service,
• use a buying agent or purchasing agent to make purchases on the Service,
• make any unauthorized use of the Service, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses, and
• use the Service as part of any effort to compete with us.
12. Third-Party Service Providers
You agree and acknowledge that we may use these third-party service providers, affiliates or subsidiaries to gather, review, transmit, and process your data and activity. By accessing or using the Service, you agree that we may engage with these third-party service providers and grant them the right, power, and authority to access, process, and transmit your Content, data, and activity in accordance with and pursuant to their terms and conditions, privacy policy, and/or other applicable policies.
By using our Service, you agree to such terms and conditions, privacy policy, and/or other applicable policies, including:
AI - Acceptable Use PolicyStability
AI - Privacy PolicyStability
AI - Terms of Use Open
AI - Terms & policies
13. Intellectual Property
The Company is the owner or licensee of all Intellectual Properties associated with the Service, such as the content, features, and functionality. You agree not to use the Intellectual Property in connection with any product or service without prior written consent of the Company. By using the Service, the User does not acquire any Intellectual Property. Upon purchase of a Subscription, the Company grants the User a limited, non-transferable, non-sublicensable, revocable, and non-exclusive license to access and use the Service in accordance with the Subscription for a period consistent with the Subscription and solely for purposes permitted by the Company. The license permits only the following forms of exploitation:
• subscribing and installing the Service on the User’s software platform, and/or
• using the Service to serve the customers of the User.
By using the Service, you hereby grant us a non-exclusive, royalty-free, worldwide license to use your company's Marks for the sole purpose of showcasing and promoting the use of the Service on our website, marketing materials, and related promotional activities. This authorization includes, but is not limited to, the display of the Marks, company names, and associated branding for the purpose of demonstrating the use of the Service by businesses. You represent and warrant that you have the necessary rights and permissions to grant this license to us regarding the use of your company’s Marks. We agree that the use of your company’s Marks shall comply with your company’s brand guidelines, if provided to us in writing. This license remains in effect unless explicitly revoked in writing by emailing to contact@agentx.so.
14. Intellectual Property Dispute Policy
The Company will take down work in response to proper U.S. Digital Millennium Copyright Act (“DMCA”) takedown notices and/or other intellectual property infringement claims and will terminate a User's access to the Service if the User is determined to be a repeat infringer. If you believe that your content has been copied in a way that constitutes copyright or trademark infringement, or violates your publicity or other intellectual property rights, please submit a written notice to contact@agentx.so in compliance with the Terms. Non-compliant notices may be deemed improper and may not be processed.
For us to process your infringement claim regarding content on the Service, you must be the rightsholder or someone authorized to act on behalf of the rightsholder. Any notice must include:
1. Identification of the copyrighted work(s), trademark, publicity rights, or other intellectual property rights that you claim is being infringed;
2. Identification of the allegedly infringing material that is requested to be removed, including a description of the specific location (i.e., screenshots with urls) on the Service of the material claimed to be infringing, so that we may locate the material;
3. Your contact information including at least your full legal name (not pseudonym) and email address;
4. A declaration that contains all of the following:
a. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the Intellectual Property Rights owner, its agent, or the law;
b. A statement that the information in the notice is accurate; and
c. A statement under penalty of perjury that you are authorized to act on behalf of the owner of the intellectual property that is allegedly being infringed.
5. Your physical or electronic signature.
15. User Feedback
You may provide feedback directly to contact@agentx.so. We welcome and appreciate complaints, improvement suggestions, ideas, bug or error reports, and the like related to our Service (“Feedback”).
You acknowledge and agree that: (i) by providing us the Feedback, you assign to us all Intellectual Property Rights associated with the Feedback; (ii) and you shall not assert against us any Intellectual Property Right or other right, title, or interest associated with the Feedback; (iii) the Feedback does not contain confidential information or proprietary information held any third party; (iv) the Company is not under any obligation of confidentiality with respect to the Feedback; and (v) the Company may use and share such Feedback for any purpose without notice or compensation to you. In the event the assignment of the ownership to the Feedback is not possible due to any applicable law or regulation, you grant the Company an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, and unlimited right to use Feedback in any manner and for any purpose, including copying, modifying, creating derivative works, publishing, distributing, and integrating with the Company’s products for commercial or non-commercial purposes.
16. Links to Other Websites
Our Service may contain links to Other Websites that are not owned or controlled by the Company. The Company has no control over, and assumes no responsibility for the content, privacy policies, or practices of any Other Websites. You are solely responsible for reading the terms of service and privacy policies of such Other Websites. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH USE OF OR RELIANCE ON ANY SUCH CONTENT, GOODS, OR SERVICES AVAILABLE ON OR THROUGH OTHER WEBSITES.
17. Disclaimer
We are not responsible for the failure to preserve, modify, delete or store information provided by You. Nor will we be liable for any typographical or clerical errors caused by us. We have the right but not the obligation to improve or correct any omission or error of any part of the Website.
Any Content published by a User is the sole purview of that user, and does not represent the views, opinions, or beliefs of the Company. The Company will bear any legal responsibility for consequences caused by such comments.
We disclaim all liability for any misuse of any key of an External API by any User or any External API terms violations.
THE SERVICE IS PROVIDED BY COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICE, OR THE INFORMATION, CONTENT, OR MATERIALS INCLUDED THEREIN. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED FROM US IS AT YOUR SOLE RISK. NEITHER COMPANY NOR ANY PERSON ASSOCIATED WITH COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER COMPANY NOR ANYONE ASSOCIATED WITH COMPANY REPRESENTS OR WARRANTS THAT THE SERVICE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
18. Limitation of Liability
We do not guarantee the accuracy, suitability, reliability, completeness, performance and/or fitness for purpose of the content of any of the Service and, to the extent permitted by law, will not be liable for any loss or damage that may arise directly or indirectly from the content of the Service, your inability to access the Service, or any delay in or failure of the transmission or receipt of any instruction or notifications sent to you.
We will employ industry-standard security measures to protect the keys of External APIs, but shall not be held liable for any loss or damage arising from unauthorized use or exposure of the keys of External
We will not be liable, to the extent permitted by law, for any use or interpretation of such information.
The Company shall not be liable for any consequence for or any damage as a result of any person or entity complying with any content provided by the Service, whether the content was originally generated by human or machine (e.g., artificial intelligence model) or a combination of both. You acknowledge that the content in the Service may be generated partially or entirely by software such as an artificial intelligence model and may contain errors.
You agree that the Company shall not be liable for the use of the Service and the Content provided by the Service. You acknowledge that the Service is not intended to and does not replace any professional recommendation, such as legal, financial, investment, and tax advice. You agree and understand that the Company and the Service do not provide legal, financial, investment, or tax advice. You agree and understand that your use of the Service is self-directed, that you will not rely on the Service for professional advice and that you will instead consult with qualified professionals.
You agree that the Company shall not be liable for the consequences of installing or sending any malicious software, phishing, or any other practices undertaken by other entities to you, your device, or the Service.
You agree that in no event will the Company be liable for any delays, failure in performance or interruption of the Service which may result directly or indirectly from any cause or condition beyond the Company’s or any third-party service providers’ reasonable control, including but not limited to, pandemics, epidemics, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, pandemic, epidemic, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control.
EXCEPT AS PROHIBITED BY LAW, YOU WILL HOLD THE COMPANY AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS HARMLESS FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM THESE TERMS AND ANY VIOLATION BY YOU OF ANY FEDERAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF COMPANY HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. EXCEPT AS PROHIBITED BY LAW, IF THERE IS LIABILITY FOUND ON THE PART OF COMPANY, IT WILL BE LIMITED TO THE AMOUNT PAID FOR THE SERVICES, AND UNDER NO CIRCUMSTANCES WILL THERE BE CONSEQUENTIAL OR PUNITIVE DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE PRIOR LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
19. The User’s Liability
The User is fully liable for the consequences of authorized or unauthorized distribution of any content on the Service to any person or entity through controls under the User’s Account. The User releases the Company from any claims in this respect if such claims arise against the Company. The User is solely liable for any Content published, presented, transmitted, or otherwise provided to the User’s customers through the use of the Service.
20. Service Breaks
The Company does not guarantee continuous accessibility of the Service. The Company reserves the right to introduce one or more breaks in the operation of the Service. The Company will use reasonable efforts to notify the Users for all intended breaks in advance. In the event of unintended breaks to the Service, the Company will use reasonable efforts to notify the Users as soon as practical.
21. Personal Data Protection and Security
The Company may process personal data. Detailed information about the protection of personal data can be found in the Privacy Policy. You agree that the Company shall not be liable for the personal data protection of the User’s customers that use the Service. You agree that the Company shall not be liable for the contents and rules of personal data protection and privacy policies on the Other Websites. You agree that the Company shall not be liable for any damages caused by browsing the Other Websites or posting any personal data or other information on them. You agree that the Company shall not be liable for any damages caused by you falling for scams, phishing attacks, or other similar schemes.
22. Termination
These Terms shall remain in full force and effect while you use the Service. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON OR ENTITY FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate or suspend your Account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
If you wish to terminate your Account, you may discontinue using the Service. All provisions of the Terms which, by their nature, should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
23. Governing Law
These Terms shall be governed and construed in accordance with the laws of the State of California without regard to its conflict of law provisions. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. 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. These Terms constitute the entire agreement between us regarding the Service and supersede and replace any prior agreements regarding the Service.
24. Changes To Service
We reserve the right to withdraw, suspend, or change the Service in our sole discretion without notice. We may experience hardware, software, or other problems or need to perform maintenance related to the Service, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Service at any time or for any reason with or without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Service during any downtime or discontinuance of the Service. Nothing in these Terms will be construed to obligate us to maintain and support the Service or to supply any corrections, updates, or releases in connection therewith.
We reserve the right to change, update, or move any material provided via the Service in our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Service. You agree that materials provided via the Service do not have to be consistent over time. You agree that materials provided via the Service do not have to be consistent across different Users.
25. Indemnification
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of:
• your use of the Service,
• your breach of these Terms,
• your failure to perform your obligations under the Terms,
• your breach of representation or warranty set forth in these Terms,
• any third-party claim related to your use of the Service, including but not limited to Intellectual Property Rights,
• your misuse of any key of an External API or violation of External API’s terms,
• your failure to comply with any applicable federal, state, or local laws and regulations in the performance of your obligations hereunder,
• any investigation, claim, suit, action or other proceeding against us relating to or arising out of your use of the Service by a governmental authority or regulatory or self-regulatory agency or organization, or
• your harmful act toward any other User with whom you connected via the Service.
Notwithstanding the foregoing, we reserve 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, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
26. Dispute Resolution
You and the Company agree to arbitrate any dispute arising from these Terms or relating to the Service. You and the Party agree to notify each other of any dispute within 30 days of when such dispute arises, and to attempt informal resolution prior to any demand for arbitration, and that in the event the dispute is not informally resolved, the dispute will be submitted to arbitration.
Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms to arbitrate, will be determined by arbitration in San Francisco, California before one arbitrator who will be mutually agreed upon between the Parties. Binding Arbitration will be governed by the Federal Arbitration Act and administered by JAMS (see www.jamsadr.com) pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on the arbitration award (the “Award”) may be entered in any court having jurisdiction. The parties shall maintain the confidential nature of the arbitration proceeding and the Award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an Award or its enforcement, or unless otherwise required by law or judicial decision. Each party shall bear their own costs and attorneys’ fees in arbitration unless the arbitrator finds that the substance of the underlying dispute or the relief sought was frivolous or was brought for an improper purpose, in which case and if requested, the arbitrator(s) shall award to the prevailing party, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.
If arbitration before JAMS is unavailable or impossible for any valid reason, such arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA rules and regulations then in effect, the location and number of arbitrators being the same as provided above, the confidentiality obligations the same as provided above, the fee and cost provisions the same as provided above, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. If either party invokes the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains the order compelling arbitration in such action will have the right to collect its reasonable costs and attorneys’ fees incurred to secure such order.
If the dispute is subject to JAMS or AAA minimum or otherwise mandatory standards or rules based on the nature or subject of the dispute (including but not limited to JAMS Consumer Arbitration Minimum Standards or AAA Consumer Arbitration Rules), such mandatory standards or rules will control the arbitration the extent they conflict with or are additive to any term herein.
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, YOU AGREE TO BRING ANY CLAIMS ARISING FROM THESE TERMS OR RELATING TO THE SERVICE ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, PRIVATE ATTORNEY GENERAL, CLASS REPRESENTATIVE, OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. THE COMPANY MAY, IN ITS SOLE DISCRETION, SEEK TO CONSOLIDATE INDIVIDUAL CLAIMS IN A SINGLE ARBITRATION PROCEEDING BEFORE A SINGLE ARBITRATOR PURSUANT TO APPLICABLE JAMS RULES AND PROCEDURES (OR EQUIVALENT RULES AND PROCEDURES OF AAA). YOU ACKNOWLEDGE THAT, BY AGREEING TO THESE TERMS, YOU ARE WAIVING THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION.
27. Waiver And Severability
No waiver by the Company of any term or condition set forth in Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of the Company to assert a right or provision under Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
28. Miscellaneous
You may not assign any rights, obligations and/or licenses granted under these Terms without our prior written consent. Any attempted transfer or assignment by you in violation hereof will be null and void. We may assign our rights and obligations without restriction, including without limitation to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with us. Subject to the foregoing, these Terms will bind and inure to the benefit of the Company, its successors, and permitted assigns.
In the event that the Company is acquired by or merged with a third-party entity, we may, in any of these circumstances, transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.
There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Service. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.
Visiting the Service, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Service, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
These Terms may be posted in different languages. If there are any discrepancies, the English version will prevail.
28. Acknowledgement
BY USING SERVICE OR OTHER SERVICES PROVIDED BY US, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS AND AGREE TO BE BOUND BY THEM.
29. Contact Us
We appreciate your feedback, please send us an email at contact@agentx.so.