Terms of Service

Terms of Service

October 1, 2016

Terms of Service

Effective as of February 21st, 2016.

These terms of service (the “Agreement”) govern all use of the www.agent.ai website (the “Site”) and the products and services available at the Site (taken together with the Site, the “Service”). The Service is owned and operated by Agent.ai, Inc. (“Agent.ai”). By using or accessing any part of the service, you (and the entity or company the you represent) (together, “User”) are unconditionally consenting to be bound by and are a party to this agreement.

As used herein, “User” means all users of the Service. If User represents a company or other organization this Agreement is binding on, and “User” includes, both the individual and organization.

Agent.ai reserves the right, at its sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time. It is User’s responsibility to check this Agreement periodically for changes. User’s continued use of the Service following the posting of any changes to this Agreement constitutes acceptance of those changes.

Access

Subject to the terms and conditions of this Agreement, the Service is solely for User’s use in connection with its customer support activities – and shall not be used for any direct commercial purpose.  Agent.ai may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or content. Agent.ai may also impose limits on certain features and services or restrict User’s access to parts or all of the Services without notice or liability.

User certifies to Agent.ai that if User is an individual (i.e., not a corporation) User is at least 18 years of age. User also certifies that it is legally permitted to use the Service, and takes full responsibility for the selection and use of the Service. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.

User shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to or access the Service. User shall be responsible for ensuring that such equipment or ancillary services are compatible with the Service.

Restrictions

In connection with the Service, User shall comply with all laws and regulations (including, without limitation, as related to the privacy of User’s end users).

User shall not, nor permit anyone else to, directly or indirectly: (i) reverse engineer, disassemble, decompile or otherwise attempt to discover the source code or underlying algorithms of all or any part of the Service (except that this restriction shall not apply to the limited extent restrictions on reverse engineering are prohibited by applicable local law) (ii) modify or create derivatives of any part of the Service (iii) rent, lease, or use the Service for timesharing or service bureau purposes; or (iv) remove or obscure any proprietary notices on the Service. As between the parties, Company shall own all title, ownership rights, and intellectual property rights in and to the Service, and any copies or portions thereof.

User shall not use any “deep-link,” “page-scrape,” “robot,” “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service.  Agent.ai reserves the right to bar any such activity.

User shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any Agent.ai server, or to any of the services offered on or through the Service, by hacking, password “mining”, or any other illegitimate means.

User shall not probe, scan or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures on the Service or any network connected to the Service.

User shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or Agent.ai’s systems or networks, or any systems or networks connected to the Service or to Agent.ai.

User shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person’s use of the Service.

User shall not use the Service or any Content for any purpose that is unlawful or prohibited by this Agreement.

Fees and Payment

If User is a Subscriber, User will pay Agent.ai fees for the Service as set forth in the Pricing Guide (“Fees”). Unless otherwise agreed to by the parties in writing, all Fees are payable upon demand by Agent.ai-accepted credit card. Fees for each subscription period will be billed in advance (within five (5) days from the beginning of the applicable subscription period). Subscription fees are billed on a recurring basis and Subscriber hereby authorizes Agent.ai to charge Subscriber’s credit card for such purposes.  Agent.ai reserves the right to change the Fees at any time (and such changes will apply on a going forward basis). Unpaid Fees are subject to a finance charge of 1.0% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection. Subscriber shall be responsible for all taxes associated with Service other than taxes based on Agent.ai’s net income. If Subscriber believes that Agent.ai has billed Subscriber incorrectly, Subscriber must notify Agent.ai thereof (in writing) no later than thirty (30) days after the date on which Agent.ai has charged Subscriber, otherwise the amount charged shall be deemed correct by the parties. All Fees paid are non-refundable, except in the event (i) of overpayment, but subject to the preceding sentence, (ii) if Subscriber terminates this Agreement for Agent.ai’s uncured breach, or (iii) Agent.ai terminates without cause pursuant to Termination below.

Registration and Security

As a condition to using certain products and services of the Service, User is required to register with Agent.ai and select a password and username (“Agent.ai Identifier”). User shall provide Agent.ai with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of User’s account.  Agent.ai reserves the right to refuse registration of, or cancel a Agent.ai Identifier in its discretion. User shall be responsible for maintaining the confidentiality of User’s Agent.ai password and other account information.

Content and Software

User agrees that all content and materials (collectively, “Content”) delivered by Agent.ai via the Service, or otherwise made available by Agent.ai at the Site, are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. Except as expressly authorized by Agent.ai in writing, User agrees not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from such Content. However, User may print or download a reasonable number of copies of the Content for User’s own informational purposes; provided, that User retain all copyright and other proprietary notices contained therein. Reproducing, copying or distributing any Content or design elements on the Site for any other purpose is strictly prohibited without the express prior written permission of Agent.ai.

Indemnification

User is responsible for all of its activity in connection with the Service. User shall defend, indemnify, and hold harmless Agent.ai, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from (i) User’s use or misuse of the Service, (ii) User’s access to any part of the Service, (iii) User’s violation of this Agreement, (iv) User’s products or services, or (v) any User Content.

Warranty Disclaimer

THE SERVICE IS PROVIDED ON AN “AS IS” BASIS, WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. AGENT.AI MAKES NO WARRANTY THAT (I) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (II) THE RESULTS OF USING THE SERVICE WILL MEET USER’S REQUIREMENTS.

Limitation of liability

IN NO EVENT SHALL AGENT.AI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, VENDORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE SERVICE: (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, EVEN IF FORESEEABLE, (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $100.00 (U.S.) (PROVIDED THAT, IF USER IS A CUSTOMER – SUCH MONETARY CAP SHALL BE THE AMOUNT OF FEES PAID TO AGENT.AI DURING THE SIX (6) MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUES). IN ADDITION, AGENT.AI SHALL NOT BE LIABLE FOR ANY LOSS OR LIABILITY RESULTING, DIRECTLY OR INDIRECTLY, FROM USER’S INABILITY TO ACCESS OR OTHERWISE USE THE SITE (INCLUDING, WITHOUT LIMITATION, ANY DELAYS OR INTERRUPTIONS DUE TO ELECTRONIC OR MECHANICAL EQUIPMENT FAILURES, DENIAL OF SERVICE ATTACKS, DATE DATA PROCESSING FAILURES, TELECOMMUNICATIONS OR INTERNET PROBLEMS OR UTILITY FAILURES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Termination

Agent.ai may terminate this Agreement at any time, upon notice to User (which may be via email); provided that, if User is a Subscriber, Agent.ai will use reasonable effort to provide prior notice. Subscriber may terminate this Agreement at any time by cancelling Subscriber’s Agent.ai account on account management pages of the Service; provided that, if Subscriber is terminating for Agent.ai’s breach, Subscriber must provide Agent.ai with thirty (30) days prior written notice and an opportunity to cure within such period. All non-Subscriber Users may terminate this Agreement by either (i) by cancelling User’s Agent.ai account on account management pages of the Service, or (ii) by ceasing to access the Service. Upon termination notice from Agent.ai, User will no longer access (or attempt to access) the Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers and limitations of liability.

Export and trade controls

User agrees not to import, export, re-export, or transfer, directly or indirectly, any part of the Service or any information provided on or pursuant to the Service except in full compliance with all United States, foreign and other applicable laws and regulations.

Privacy

Agent.ai’s current privacy and data policy is available at the Site (the “Privacy and Data Policy”), which is incorporated by this reference.  Agent.ai strongly recommends that you review the Privacy and Data Policy closely.

Copyright

Unless otherwise noted, all content included by Agent.ai on the Site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Agent.ai or its content suppliers and protected by United States and international copyright laws. The compilation of all content on the Site is the exclusive property of Agent.ai and protected by U.S. and international copyright laws. All software used on (or provided through) the Site is the property of Agent.ai or its software suppliers and protected by United States and international copyright laws.

Miscellaneous

User [Licensee] grants permission for Agent.ai to use its name and logo for marketing purposes, including but not limited to website, case study, and joint press release material.  The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.  Agent.ai shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Agent.ai’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by User except with Agent.ai’s prior written consent. Agent.ai may transfer, assign or delegate this Agreement and its rights and obligations without consent. This Agreement shall be governed by and construed in accordance with the laws of the state of California, as if made within California between two residents thereof, and the parties hereby consent and submit to the exclusive jurisdiction and venue of the state and Federal courts located in San Francisco, California. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and User does not have any authority of any kind to bind Agent.ai in any respect whatsoever.

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