Terms of Service

1.1 Business use only. The Services are intended for use by businesses and professionals, not consumers or children. You represent that you are at least 18 years old and have authority to bind the entity you represent.

1.2 Account registration. You must provide accurate and complete information when creating an account and keep it up to date.

1.3 Account security. You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You must promptly notify us of any unauthorized use or security incident.

2.1 Description. The Services provide AI powered tools, agents, and automations to help you research, create, schedule, and analyze content, manage leads and sales workflows, and integrate with third party platforms, including social media platforms, communication tools, and data sources.

2.2 Service changes. We may enhance, modify, suspend, or discontinue any features or components of the Services at any time, with or without notice, and without liability to you or any third party. If we make a change that materially reduces core functionality for your current paid subscription term, we will use reasonable efforts to notify you in advance where practicable.

2.3 Trials and beta features. We may offer free trials, proof-of-concept use, or early access or beta features. Trials and beta features are provided as is, may be changed or discontinued at any time without notice, and may be subject to additional terms. We are not obligated to maintain or release any trial or beta feature.

3.1 Subscriptions. Access to the Services may require a paid subscription, which will be billed on a recurring basis (for example, monthly or annually) as specified at sign-up or in an order form.

3.2 Fees and taxes. You agree to pay all applicable fees in the currency and on the schedule stated at purchase, plus any applicable taxes, duties, or governmental charges (excluding taxes based on our net income).

3.3 Auto renewal. Unless otherwise stated, subscriptions will automatically renew for successive terms of the same length at the then-current rates. You may cancel renewal as described in your account settings or order form. Cancellation will be effective at the end of the then-current subscription term.

3.4 Price changes. We may change fees for the Services by providing you notice in advance of your next renewal term. Fee changes will not apply retroactively to a current, fully paid subscription term.

3.5 No refunds. Except where expressly stated otherwise in writing or required by law, all fees are non-refundable and non-cancellable.

3.6 Suspension for non-payment. We may suspend or limit your access to the Services if any amount is overdue and not subject to a reasonable, good-faith dispute that you have notified us of in writing. We may charge interest on overdue amounts at the maximum rate permitted by law and may recover reasonable collection costs.

4.1 License grant. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license during your subscription term to access and use the Services for your internal business purposes.

4.2 Restrictions. You shall not and shall not permit any third party to:

• Copy, modify, or create derivative works of the Services.
• Reverse engineer, decompile, or attempt to derive the source code or underlying models, except where permitted by law.
• Rent, lease, sell, resell, or otherwise commercially exploit the Services outside the scope of these Terms, including providing them on a service bureau or time-sharing basis.
• Access the Services to build a competing product or service.
• Remove, obscure, or alter any proprietary notices on or in the Services.

Any rights not expressly granted in these Terms are reserved by us and our licensors.

5.1 Customer Content. “Customer Content” means any data, text, media, prompts, files, information, or other content that you or your users submit to or generate within the Services, including data imported from third party platforms and AI generated outputs associated with your account.

5.2 Ownership. As between you and us, you retain all rights to Customer Content, subject to the license granted in Section 5.3.

5.3 License to provide the Services. You grant us a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit, display, and use Customer Content as reasonably necessary to:

• Provide, maintain, secure, and support the Services to you.
• Operate features you enable, including AI agents, content scheduling, analytics, and lead management.
• Prevent or address service, security, and technical issues.
• Comply with law and enforce these Terms.

5.4 Use for improvement. Where permitted by law and subject to any data processing agreements or regional requirements, you grant us a further license to use de-identified, anonymized, or aggregated Customer Content and usage data to develop, train, and improve our models, features, and algorithms. We will not publicly disclose Customer Content in a form that identifies you or any individual without consent or legal requirement.

5.5 Your responsibilities. You are solely responsible for:

• Obtaining all necessary rights, consents, and authorizations to submit Customer Content and to connect social media or other third party accounts.
• Ensuring that Customer Content and your use of the Services comply with applicable laws and third party terms (including Meta, TikTok, and other platform policies).
• Evaluating and reviewing AI outputs before using or publishing them.

5.6 Backups. We implement reasonable safeguards to protect Customer Content, but you are responsible for maintaining appropriate backups of Customer Content. We are not obligated to store Customer Content and are not liable for loss or corruption of Customer Content except to the extent caused by our intentional misconduct.

6.1 Nature of AI outputs. The Services may generate text, media, or other outputs using artificial intelligence and machine learning. AI outputs are probabilistic and may be inaccurate, incomplete, biased, or misleading.

6.2 No professional advice. AI outputs and other information provided through the Services do not constitute legal, financial, medical, or other professional advice, and you should not rely on them as a substitute for professional judgment.

6.3 Review and responsibility. You are responsible for reviewing AI outputs and determining their suitability before using them in your business, publishing them, or acting on them. We are not liable for decisions or actions you take based on AI outputs.

6.4 Prohibited uses. You may not use AI or automation features of the Services in high-risk or unlawful contexts, including but not limited to life-critical systems, human rights abuses, or generating harmful, deceptive, or infringing content.

6.5 No guarantees of performance. We do not guarantee any particular outcomes from the use of the Services, including without limitation revenue, profit, cost savings, lead volume or quality, advertising performance, virality, ranking, or compliance with any platform, legal, or regulatory standard.

7.1 Third party platforms. The Services may allow you to connect or integrate with third party products or services, such as Meta (Facebook, Instagram), TikTok, Google, CRM tools, communication platforms, and others (collectively, “Third Party Services”).

7.2 Independent relationship. Third Party Services are not under our control. We are not responsible for their acts or omissions, availability, security, or performance. Your use of Third Party Services is governed by their own terms, policies, and practices.

7.3 Platform data. When you connect a Third Party Service, you authorize us to access and process the data that service makes available to us, according to the permissions you grant. We process such data solely to provide the features you enable, to comply with applicable platform rules, and as described in our Privacy Policy.

7.4 No sale of platform data. We do not sell data obtained from Meta, TikTok, or similar platforms, and we do not use such data to build or augment profiles for targeted advertising outside of what those platforms allow in their terms, as further described in our Privacy Policy.

7.5 Changes and discontinuation. Third Party Services may change or stop providing their APIs or integrations. We may modify or discontinue integrations without liability if a Third Party Service ceases to make its features available in a manner that is compatible with the Services, or if continued integration would violate applicable law or platform policies.

7.6 No liability for Third Party Services. To the maximum extent permitted by law, we are not liable for any damages, losses, or costs arising from or related to Third Party Services, including outages, service changes, data loss, or suspension of your accounts by those services.

You agree not to and not to permit any third party to use the Services to:

• Violate any applicable law, regulation, or third party rights.
• Violate the terms or policies of any Third Party Service, including Meta, TikTok, or other social media platforms.
• Upload or transmit content that is unlawful, harmful, abusive, harassing, defamatory, vulgar, obscene, or otherwise objectionable.
• Infringe or misappropriate any intellectual property or other proprietary right.
• Engage in spamming, phishing, or other unsolicited or deceptive communications.
• Attempt to gain unauthorized access to the Services or related systems.
• Bypass or interfere with security, rate limits, or access controls.
• Benchmark or test the Services for the purpose of developing a competing product.
• Use the Services in any manner that we reasonably consider abusive, excessively burdensome on infrastructure, or likely to harm our reputation or relationships with third parties.

We may suspend or terminate your access if, in our reasonable judgment, you violate this Section.

9.1 Our IP. As between the parties, we and our licensors own all rights, title, and interest in and to the Services, including software, models, algorithms, user interfaces, designs, trademarks, and all related intellectual property rights.

9.2 Feedback. If you provide suggestions, ideas, or feedback about the Services (“Feedback”), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate that Feedback without restriction or obligation to you.

Each party may receive non-public, confidential information from the other party (“Confidential Information”). Each party will use the other party’s Confidential Information only as needed to exercise its rights and perform its obligations under these Terms and will protect it using at least reasonable care.

These obligations do not apply to information that is publicly available without breach, already known to the receiving party, independently developed, or rightfully received from a third party without confidentiality obligations.

11.1 Term. These Terms remain in effect while you have an account or continue to access the Services. Subscription terms are as set forth at purchase or in an order form.

11.2 Suspension. We may temporarily suspend or limit your access to the Services if:

• (a) necessary to address a security, operational, or integrity threat,
• (b) you fail to pay amounts when due as described in Section 3, or
• (c) you materially or repeatedly violate these Terms or applicable law.

11.3 Termination by you. You may terminate your account by following the instructions in your account settings or by contacting us, subject to any minimum commitment or subscription term and to any non-refundability of fees.

11.4 Termination by us. We may terminate your account or these Terms:

• (a) for any material breach that is not cured within a reasonable period after notice,
• (b) immediately for serious violations of law, platform policies, or Section 8, or
• (c) for convenience upon at least thirty (30) days prior written notice.

If we terminate for convenience during a pre-paid subscription term, we will provide a pro rata refund of any pre-paid, unused fees as your sole and exclusive remedy.

11.5 Effect of termination. Upon termination, your right to access the Services will cease. We may delete or anonymize Customer Content after a reasonable retention period, as described in our Privacy Policy. Some provisions of these Terms will survive termination, including Sections on IP, Confidentiality, Disclaimers, Limitation of Liability, Indemnification, and Dispute Resolution.

The Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by law, we disclaim all warranties of any kind, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, and any warranties arising out of course of dealing or usage of trade.

Without limiting the foregoing, we do not warrant that the Services will be uninterrupted, error-free, secure, accurate, or meet your requirements, or that AI outputs will be correct, reliable, or suitable for any particular purpose. We have no responsibility or liability for acts or omissions of any Third Party Services or other third parties.

To the maximum extent permitted by law:

• We will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, business, goodwill, or data, even if advised of the possibility of such damages.
• Our total aggregate liability arising out of or related to the Services or these Terms, whether in contract, tort, or otherwise, will not exceed the amounts paid by you to us for the Services during the twelve (12) months preceding the event giving rise to liability.

These limitations apply even if any remedy fails of its essential purpose and regardless of the theory of liability.

Some jurisdictions do not allow the exclusion or limitation of certain damages or implied warranties, so some of the above may not apply to you. In such cases, our liability will be limited to the fullest extent permitted by applicable law.

You will indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any third party claim, demand, loss, liability, or expense (including reasonable attorneys’ fees) arising out of or related to:

• Your use of the Services.
• Customer Content, including data imported from Third Party Services.
• Your violation of these Terms or applicable law.
• Your violation of any third party rights, including platform terms and intellectual property rights.

We may assume control of the defense of any matter subject to indemnification, in which case you will cooperate with us as reasonably requested.

15.1 Governing law. These Terms are governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws rules, except that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions in this Section 15.

15.2 Informal resolution. Before either party initiates arbitration or any other legal proceeding, that party must first send the other party a written notice describing the dispute and the requested relief. You will send any such notice to us at the contact address set out at the end of these Terms, and we will send any such notice to the email address associated with your account. The parties will use good faith efforts to resolve the dispute informally for at least thirty (30) days after the notice is received. If the parties are unable to resolve the dispute within that period, either party may commence arbitration as described below.

15.3 Agreement to binding arbitration. Except as provided in Sections 15.6 and 15.7, you and Company agree that any claim, dispute, or controversy, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, arising out of or relating to these Terms or the Services, that cannot be resolved through the informal resolution process described above, will be resolved solely and exclusively by final and binding arbitration, rather than in court, and you and Company each waive any right to a jury trial.

The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect, including the Optional Rules for Emergency Measures of Protection where applicable, except as modified by these Terms. If AAA is unavailable or unwilling to administer the arbitration, the parties will mutually select another arbitration administrator with similar rules.

Unless the parties agree otherwise in writing:

• The arbitration will be conducted by a single arbitrator.
• The seat and place of arbitration will be Casper, Wyoming.
• The language of the arbitration will be English.
• The arbitrator will have the exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, including any claim that all or any part of this Section 15 is void or voidable, except that a court will have authority to determine the enforceability of the class action waiver in Section 15.4.

The arbitrator may award any relief that would be available in a court under law or in equity, including injunctive and declaratory relief, except that the arbitrator may not award any relief inconsistent with these Terms. Any award of the arbitrator will be final and binding on the parties and may be entered as a judgment in any court of competent jurisdiction.

15.4 Class and representative action waiver. To the fullest extent permitted by law, you and Company agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding.

Unless both you and Company agree otherwise in writing, the arbitrator may not:

• consolidate more than one person’s or entity’s claims,
• preside over any form of class, collective, consolidated, or representative proceeding, or
• award class wide or public injunctive relief.

If a court determines that the limitations of this Section 15.4 on class, collective, consolidated, or representative proceedings are unenforceable as to a particular claim or request for relief, then that claim or request for relief, and only that claim or request, must be severed from the arbitration and brought in a court of competent jurisdiction, and the remaining claims will proceed in arbitration.

15.5 Opt out of arbitration and class waiver. You may opt out of this arbitration agreement and the class and representative action waiver in this Section 15 by sending us written notice of your decision to opt out within thirty (30) days of the later of: (a) the date you first become subject to these Terms, or (b) the date we notify you of a material change to this Section 15. Your notice must include your name, the name of the Customer entity if applicable, the email address associated with your account, and a clear statement that you wish to opt out of arbitration and class and representative action waivers. You must send this notice to:

Your opt out will apply only to disputes that arise after we receive your opt out notice.

15.6 Small claims court. Either party may bring an individual claim in small claims court in Natrona County, Wyoming, instead of arbitration, provided the claim remains in that court and proceeds only on an individual basis.

15.7 Injunctive relief for intellectual property and confidentiality. Notwithstanding the foregoing, either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction at any time, solely to protect that party’s intellectual property rights, proprietary information, or Confidential Information, without first engaging in the informal resolution process or arbitration.

15.8 Time to bring claims. To the fullest extent permitted by law, any claim arising out of or relating to these Terms or the Services must be filed within one (1) year after the claim arises. Otherwise, the claim is permanently barred.

15.9 Venue for non arbitrable disputes. To the extent any dispute is determined not to be subject to arbitration under this Section 15, the parties agree that such dispute will be resolved exclusively in the state or federal courts located in Casper, Wyoming, and each party consents to the personal jurisdiction of those courts for such purposes.

We may revise these Terms from time to time. The most current version will be posted on our website with the “Last updated” date. If a revision is material, we will provide additional notice, such as by email or in-app message. Your continued use of the Services after the effective date of the revised Terms constitutes your acceptance.

If any provision of these Terms is held invalid, the remaining provisions will remain in full force. You may not assign these Terms, by operation of law or otherwise, without our prior written consent. We may assign these Terms, in whole or in part, in connection with a merger, acquisition, corporate reorganization, change of control, or sale of assets, or to an affiliate.

No waiver of any breach constitutes a waiver of any other breach. No agency, partnership, or joint venture is created by these Terms.

Neither party will be liable for any delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, internet or telecommunications failures, or power outages.

There are no third party beneficiaries to these Terms. These Terms, together with any order forms or additional terms referenced herein, constitute the entire agreement between you and us regarding the Services and supersede all prior or contemporaneous agreements or representations, whether written or oral, relating to the subject matter.

If we provide translated versions of these Terms, the English version will control in the event of any conflict.

If you have questions about these Terms, please contact us at: legal@agentscaler.io.