Terms & Conditions

Terms and Conditions for Agent-Q AI

1. Ownership of Data and AI Agents:

   • Licensee Data: As between the parties, Licensee retains all right, title, and interest (including any and all intellectual property rights) in and to the Licensee Data and any modifications made thereto in the course of using the AI Platform. Subject to the terms of this Agreement, Licensee hereby grants to Agent-Q AI a non-exclusive, worldwide, royalty-free right, during the term of this Agreement, to process the Licensee Data solely to the extent necessary to provide the services contemplated by the AI Platform, to prevent or address service or technical problems therein, or as may be required by law.
   • Licensee AI Agents: As between the parties, Licensee owns the Licensee AI Agents, but Licensee acknowledges that Agent-Q AI is in the business of improving and making enhancements to the AI Platform, partially through learnings generated by training Licensee AI Agents. Accordingly, Licensee hereby grants to Agent-Q AI a non-exclusive, perpetual, irrevocable, transferable, worldwide, and royalty-free license to use, reproduce, modify, and otherwise exploit the Licensee AI Agents for the following purposes: to operate, train, modify, maintain, support, update, enhance, exploit, and otherwise use and improve the AI Platform, Agent-Q AI IP, and all current or future Agent-Q AI products, services, and technology. Agent-Q AI has the right to grant and authorize sublicenses (through multiple tiers) to the foregoing licenses in this Section.

2. Feedback:

   • Licensee may provide Agent-Q AI with feedback about Licensee's use of and experience with any aspect of the AI Platform or Licensee AI Agents ("Feedback"). Licensee hereby grants to Agent-Q AI a non-exclusive, perpetual, irrevocable, transferable, worldwide, and royalty-free license, with the right to grant and authorize sublicenses (through multiple tiers), to use and exploit such Feedback in any manner without any restriction or any payment or credit due to Licensee.

3. Fees and Payment Terms:

   • Fees: Licensee will pay all fees set forth in each Order in accordance with all payment terms set forth in each Order. All fees due and payable under these AI Platform Terms are referred to as the "Fees." Licensee authorizes Agent-Q AI to charge all sums for the Paid Plan that Licensee selects as described in an Order, including all applicable taxes, to the payment method specified in Licensee's account. If Licensee pays any Fees with a credit card, Agent-Q AI may seek pre-authorization of Licensee's credit card account prior to Licensee's purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Licensee's purchase. Licensee authorizes Agent-Q AI to periodically charge, on a going-forward basis and until termination of these AI Platform Terms or the applicable Order, all accrued sums on or before the payment due date for the accrued sums as described in the Order.
   • Taxes: Licensee shall be responsible for the payment of all sales, use, excise, value-added, and/or any other taxes, duties, or charges imposed by any federal, state, or local governmental or regulatory authority in connection with the Fees, excluding any taxes imposed on Agent-Q AI's net income. To the extent required by relevant federal, state, or local regulations, Agent-Q AI shall be entitled to collect and remit any such taxes with each payment of Fees.

4. Term and Termination:

   • Term: These AI Platform Terms will commence on the date when the first Order has been completed by Licensee, and these AI Platform Terms will continue, unless terminated earlier in accordance with these AI Platform Terms, until all Orders have expired or been terminated (the "Term"). The term of each Order will begin on the date when the Order has been completed by Licensee, and each Order will continue, unless terminated earlier in accordance with these AI Platform Terms, until the end of the term specified in the applicable Order. The term of each Order will automatically renew for additional periods equal in length to the expiring term unless either party provides notice of non-renewal at least thirty (30) days prior to commencement of the next renewal term.
   • Termination: Either party may terminate these AI Platform Terms or any Order by written notice: (i) if the other party is in material breach of these AI Platform Terms or such Order, where such material breach is not cured within thirty (30) days after written notice of such breach from the non-breaching party; and (ii) at any time upon written notice to the other for any or no reason; provided that, if Licensee terminates these AI Platform Terms or any Order pursuant to this Section, then Licensee will not be entitled to a refund for any Fees that have been paid prior to termination.
   • Effects of Termination: Upon any expiration or termination of the AI Platform Terms: (i) the license granted to Licensee in Section 1 will immediately terminate; (ii) Licensee must permanently delete all copies of Agent-Q AI Confidential Information within Licensee's possession or control, if any, and certify the same has been completed upon request by Agent-Q AI; and (iii) the following Sections, and any defined terms and provisions required to interpret or enforce those Sections (but only to the extent required for such interpretation or enforcement), will survive: 1, 2, 3(a), 3(b)(ii), 4, 5(c), 6, 7, 8, 9, and 10.

5. Confidentiality:

   • Licensee agrees that the Agent-Q AI Confidential Information constitutes and embodies valuable Agent-Q AI trade secrets. Licensee may use the Agent-Q AI Confidential Information only as necessary to exercise Licensee's express rights under these AI Platform Terms, and Licensee may not disclose any Agent-Q AI Confidential Information to any third party without Agent-Q AI's prior written consent. Licensee agrees that Licensee will protect the Agent-Q AI Confidential Information from unauthorized access, use, and disclosure in the same manner that Licensee would use to protect Licensee's own confidential and proprietary information of a similar nature and in no event with less than a reasonable degree of care.

6. Representations and Warranties:

   • Licensee represents, warrants, and covenants that: (a) the Licensee Data and the Licensee AI Agents do not, and Agent-Q AI's use of the Licensee Data and Licensee AI Agents as permitted in these AI Platform Terms will not, infringe, misappropriate, or violate the Intellectual Property Rights or other rights of any third party or any applicable laws, rules, or regulations; (b) Licensee will not use the Licensee AI Agents in violation of any applicable law, rule, or regulation, any third-party rights or in any manner that could subject Agent-Q AI to any laws, rules, or regulations that otherwise would not apply to Agent-Q AI; (c) Licensee has, and will continue to have, all necessary rights to grant Agent-Q AI the rights set forth in these AI Platform Terms; (d) entering into these AI Platform Terms and performing Licensee's obligations under these AI Platform Terms do not, and will not, breach or otherwise conflict with Licensee's obligations to any third party under any contract, court order, or otherwise; (e) Licensee has had the opportunity to consult with independent legal counsel prior to accepting these AI Platform Terms even if Licensee has chosen not to do so; (f) if Licensee is accessing and using the AI Platform in Licensee's individual capacity, Licensee is doing so for business purposes and not as a "consumer" as that concept is defined under applicable laws, rules, and regulations; and (g) Licensee is not seeking to, and will not, access or use the AI Platform for or on behalf of any agency or instrumentality of any government.

7. Indemnification:

   • To the fullest extent permitted by applicable laws, rules, and regulations, Licensee will defend, indemnify, and hold harmless the Agent-Q AI Parties and their respective officers, directors, employees, consultants, agents, licensors, and suppliers (each, an "Indemnified Party"), from and against any action, claim, investigation, or other proceeding brought against an Indemnified Party by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising from or in connection with: (a) Licensee's use or misuse of the AI Platform; (b) Licensee's breach of these AI Platform Terms; (c) any Licensee Data (including any allegation that any Licensee Data and/or any use of the same in accordance with these AI Platform Terms infringes or misappropriates any third party's rights or violates any applicable laws, rules, and regulations); (d) any Licensee AI Agents (including any use, deployment, implementation, or other exploitation of Licensee AI Agents in any manner); or (e) any dispute between Licensee and any third party covered by this Section.

8. Disclaimers; Limitation of Liability:

   • TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WITHOUT LIMITING ANY OTHER TERMS IN THESE AI PLATFORM TERMS, THE FOLLOWING TERMS APPLY:
     
     

     A. Disclaimers

     AgentQ DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, LOSS OF DATA, ACCURACY OF RESULTS, OR OTHERWISE, ARISING FROM OR RELATING TO THESE AI PLATFORM TERMS AND THE AgentQ IP. WITHOUT LIMITING THE FOREGOING:

     (1) AgentQ DOES NOT REPRESENT OR WARRANT THAT: (a) THE AI PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; (b) THE AI PLATFORM WILL BE COMPATIBLE WITH ANY PARTICULAR DEVICE; (c) ANY DATA PROVIDED BY OR THROUGH THE AI PLATFORM (INCLUDING ANY THIRD-PARTY CONTENT AND LICENSEE AGENTS) WILL BE ACCURATE OR COMPLETE OR FIT FOR ANY PURPOSE OR USE THAT LICENSEE PLANS TO MAKE OF THE SAME; OR (d) SECURITY MEASURES WILL BE SUFFICIENT TO PREVENT THIRD-PARTY ACCESS TO LICENSEE DATA OR LICENSEE'S DEVICES OR ANY THIRD-PARTY TECHNOLOGY USED IN CONNECTION WITH THE AI PLATFORM; AND

     (2) NEITHER AgentQ NOR ANY OF ITS CURRENT OR FUTURE AFFILIATES (collectively, the "AgentQ Parties") NOR ANY OF THEIR RESPECTIVE LICENSORS WILL HAVE ANY LIABILITY TO LICENSEE IN CONNECTION WITH ANY: (a) DATA MADE AVAILABLE TO LICENSEE BY OR THROUGH THE AI PLATFORM, INCLUDING LICENSEE AGENTS (collectively, "Covered Data") OR ANY RESULTS OR OUTPUT DERIVED FROM, BASED UPON, OR OTHERWISE ARISING FROM OR IN CONNECTION WITH ANY ACCESS TO, REVIEW, PROCESSING, DEPLOYMENT, IMPLEMENTATION, OR OTHER USE OR EXPLOITATION OF THE COVERED DATA (collectively, "Results"); OR (b) DISPUTE LICENSEE MAY HAVE WITH ANY THIRD-PARTY PERSON OR ENTITY ARISING FROM OR IN CONNECTION WITH THE AI PLATFORM OR ANY COVERED DATA OR RESULTS. ALL SUCH DISPUTES COVERED BY THE FOREGOING CLAUSE (b) ARE BETWEEN LICENSEE AND ANY SUCH THIRD PARTIES. ACCORDINGLY, LICENSEE HEREBY IRREVOCABLY RELEASES THE AgentQ PARTIES AND ALL OF THEIR LICENSORS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

     IN NO EVENT WILL AgentQ BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, TREBLE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, DATA, OR ECONOMIC ADVANTAGE, AND COSTS OF SUBSTITUTE GOODS OR SERVICES) ARISING OUT OF OR RELATING TO THESE AI PLATFORM TERMS, HOWEVER CAUSED, AND BASED ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, EVEN IF AgentQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AgentQ'S TOTAL LIABILITY (INCLUDING ATTORNEYS' FEES) ARISING OUT OF OR RELATED TO THESE AI PLATFORM TERMS WILL NOT EXCEED THE AMOUNT PAID BY LICENSEE UNDER THE ORDER(S) GIVING RISE TO THE CLAIM DURING THE 12-MONTH PERIOD PRIOR TO THE DATE THE CLAIM AROSE OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED OR EXCLUSIVE REMEDY.