Terms of Service

Terms of Service

These Terms of Service (the “Terms”) are a binding agreement between [Aigent Pros, LLC], a [State/Country] company with its principal place of business at [Address] ("Company," "we," "our," or "us"), and any person or entity that accesses or uses our websites, products, and services, including AI agents, CRM tools, automations, integrations, and related software and support (collectively, the "Services"). By accessing or using the Services, you ("Customer," "you," or "your") agree to these Terms. If you are entering into these Terms on behalf of an organization, you represent that you have authority to bind that organization.

If you do not agree to these Terms, do not access or use the Services.

1. Definitions

Account: A unique account created for you to access the Services.

Authorized Users: Your employees, contractors, or agents you permit to use the Services under your Account.

Customer Data: Any data, content, files, prompts, instructions, or materials that you or your Authorized Users submit to the Services.

Output: Any content, results, or artifacts generated by the Services (including by AI features) from Customer Data or your inputs.

Order: Any online checkout, order form, or SOW specifying your subscription plan, features, usage limits, price, and term.

2. Accounts & Eligibility

You must be at least the age of majority in your jurisdiction (or have parental consent where permitted) and capable of forming a binding contract. You agree to provide accurate information and to keep your credentials confidential. You are responsible for all activities under your Account. Notify us immediately of any unauthorized use.

3. Service Access; Changes

We grant you a limited, non-exclusive, non-transferable right to access and use the Services during your subscription term subject to these Terms and any applicable Order. We may modify features, introduce new functionality, and update the Services from time to time. If a change materially reduces core functionality, we will provide reasonable notice and you may terminate the affected Order as described in Section 16.

4. Plans, Fees, Trials & Taxes

4.1 Fees. You agree to pay all fees described in your Order. Unless otherwise stated, fees are billed in advance and are non‑refundable.

4.2 Auto-Renewal. Subscriptions renew automatically for successive terms equal to the expiring term unless you cancel before the renewal date in your Account or by written notice.

4.3 Trials & Beta. We may offer free trials or beta features. We may modify or end trials or beta at any time. Beta features are provided "as is" and may be less reliable than generally available features.

4.4 Late Payments. Overdue amounts may incur a finance charge of 1.5% per month (or the maximum allowed by law), plus reasonable collection costs.

4.5 Taxes. Fees exclude taxes. You are responsible for all taxes, duties, and similar governmental assessments (other than taxes based on our income).

5. Acceptable Use

You will not, and will not allow others to: (a) use the Services for unlawful, infringing, or harmful purposes; (b) violate others’ rights, including privacy and IP rights; (c) attempt to probe, scan, or test the vulnerability of any system; (d) interfere with or disrupt the Services; (e) reverse engineer or decompile the Services except as permitted by law; (f) use the Services to create, train, or improve competing models or services; (g) exceed usage limits stated in your Order; or (h) upload Prohibited Content, including but not limited to malware, child sexual abuse material, content that exploits or harms children, doxxing, or content that incites violence.

6. Third‑Party Services & Integrations

Certain features may enable integrations with third‑party services (e.g., email, messaging, calendars, data sources). Your use of third‑party services is governed by their terms, not ours. We are not responsible for third‑party services and do not endorse or assume liability for them.

7. Customer Data; Output; IP Rights

7.1 Customer Data. As between the parties, you retain all rights to Customer Data. You grant us a worldwide, non‑exclusive license to host, process, transmit, and display Customer Data as necessary to provide and maintain the Services and to prevent or address service or technical issues.

7.2 Output. Subject to these Terms and applicable law, we assign to you our rights, if any, in the Output generated for you, to the extent permitted by our upstream providers and applicable law. You are responsible for evaluating the accuracy and appropriateness of Output for your use. You must implement human review where necessary and avoid relying on Output in high‑risk scenarios without appropriate safeguards.

7.3 Improvements. We may use de‑identified, aggregated data to improve the Services, develop new features, and for analytics, provided we do not disclose Customer Data in identifiable form.

7.4 Feedback. You grant us a non‑exclusive, perpetual, irrevocable, royalty‑free license to use suggestions or feedback you provide without restriction or compensation.

7.5 Our IP. We and our licensors own the Services and all related IP, including software, models, templates, and documentation. No rights are granted except as expressly stated.

8. Privacy & Security

8.1 Privacy. Our collection, use, and disclosure of personal information is described in our Privacy Policy located at [URL to Privacy Policy]. By using the Services, you consent to such processing.

8.2 Data Processing. If we process personal data on your behalf as a processor, the Data Processing Addendum (DPA) at [URL to DPA] applies and is incorporated by reference.

8.3 Security. We implement reasonable technical and organizational measures designed to protect Customer Data. However, no system is 100% secure, and you are responsible for configuring and using the Services appropriately.

9. Communications; SMS Consent

By providing your contact information, you consent to receive service‑related communications (e.g., verification codes, notifications) via email, SMS, or phone. For marketing messages, you can opt out at any time by following the instructions in the message. Message and data rates may apply. You represent that you are the subscriber or customary user for any phone number you provide and that you have authority to provide consent.

10. Content Complaints & DMCA

We respect intellectual property rights. If you believe content violates your rights, please notify our designated agent at: Sal Marotta, 2791 Richmond AVE Staten Island NY 10314, [email protected], 929-429-2939. Your notice must include the information required by 17 U.S.C. § 512(c)(3). We may remove or disable access to alleged infringing material and terminate repeat infringers.

11. Service Levels & Support

If your Order includes an SLA or support plan, we will provide the service levels and support described in that Order. Otherwise, the Services are provided without guaranteed uptime, support response times, or remedies.

12. Warranties & Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON‑INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE. WE DO NOT WARRANT THAT THE SERVICES OR OUTPUT WILL BE ACCURATE, RELIABLE, ERROR‑FREE, OR UNINTERRUPTED.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR (A) YOUR PAYMENT OBLIGATIONS; (B) YOUR INDEMNIFICATION OBLIGATIONS; OR (C) YOUR BREACH OF SECTION 5 (ACCEPTABLE USE) OR 7 (IP RIGHTS), EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO US FOR THE SERVICES GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

Some jurisdictions do not allow the exclusion or limitation of certain damages; in such cases, the limitations apply to the maximum extent permitted by law.

14. Indemnification

You will defend, indemnify, and hold us harmless from and against claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from your (a) misuse of the Services or Output; (b) violation of these Terms; (c) infringement or violation of any third‑party right; or (d) Customer Data.

15. International Use & Export

You must comply with all applicable laws, including export control, sanctions, and anti‑corruption laws. You represent that you are not located in, and will not use the Services in, any jurisdiction embargoed by the U.S. or applicable sanctions regimes.

16. Term; Termination; Suspension

16.1 Term. These Terms remain in effect while you access or use the Services.

16.2 Termination for Convenience. Either party may terminate an Order or Account for convenience at the end of the current subscription term by giving notice before renewal.

16.3 Termination for Cause. Either party may terminate these Terms or an Order immediately upon written notice if the other party materially breaches and fails to cure within 30 days of notice.

16.4 Suspension. We may suspend the Services or your Account immediately if we reasonably believe (a) you violated these Terms; (b) your use poses a security risk; (c) required by law; or (d) for non‑payment.

16.5 Effect of Termination. Upon termination, your right to access the Services ends. We may delete Customer Data after [30] days unless legally prohibited. Sections that by their nature should survive (including 5, 7–15, 16.5–21) will survive.

17. Dispute Resolution; Arbitration; Class Action Waiver (Business Users)

If you are using the Services for business or commercial purposes, you and we agree to resolve any dispute arising out of or relating to these Terms or the Services through binding arbitration administered by [JAMS/AAA] under its rules, rather than in court, and on an individual basis only. Class actions and class arbitrations are not permitted. The seat of arbitration is NY/Richmond County/Staten Island. Judgment on the award may be entered in any court of competent jurisdiction. This Section does not apply to claims for injunctive or equitable relief.

Consumers: If you are a consumer and mandatory law in your jurisdiction prohibits arbitration/class waiver, this Section does not deprive you of your rights.

18. Governing Law; Venue

These Terms are governed by the laws of NY/Richmond County, without regard to conflicts of laws principles. Subject to Section 17, the exclusive venue for any action arising under these Terms will be the state or federal courts located in Richmond County/ NY , and the parties consent to personal jurisdiction there.

19. Changes to These Terms

We may update these Terms from time to time. If a change is material, we will provide reasonable advance notice (e.g., by email or through the Services). The updated Terms will be effective on the date set forth in the notice. Your continued use of the Services after the effective date constitutes acceptance of the updated Terms.

20. Notices

Notices to us must be sent to: 2971 Richmond ave Staten island NY 10314, [email protected] . We may provide notices to you through the Services, to your Account email, or to any other contact information you provide.

21. Miscellaneous

These Terms, together with any Orders, the Privacy Policy, and any DPA, are the entire agreement between you and us regarding the Services. You may not assign these Terms without our prior written consent; we may assign these Terms in connection with a merger, acquisition, or sale of assets. If any provision is found unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in effect. No waiver of any provision is effective unless in writing and signed by the waiving party. Neither party is liable for failure to perform due to events beyond its reasonable control (force majeure).

22. Contact

If you have questions about these Terms, contact us at [email protected] or 929-429-2939 .