Last updated: March 2024
THESE TERMS OF SERVICE (the "Agreement") GOVERN YOUR RECEIPT, ACCESS TO, AND USE OF THE SERVICES PROVIDED BY SUPAGENT ("SupAgent"). BY (A) PURCHASING ACCESS TO THE SERVICE THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) SIGNING UP FOR A FREE OR PAID ACCESS PLAN FOR THE SERVICE VIA A PLATFORM THAT REFERENCES THIS AGREEMENT, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.
THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY ("Customer"); SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR IF THE ENTITY DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
SupAgent owns and provides a cloud-based artificial intelligence service offering agents for customer support, sales, and user engagement (the "Service"). Anything the Customer (including Users) configures, customizes, uploads, or otherwise utilizes through the Service is considered a "User Submission." Customer is solely responsible for all User Submissions it contributes to the Service. The Service may include templates, scripts, documentation, and other materials that assist Customer in using the Service ("SupAgent Content"). Customers will not receive or have access to the underlying code or software of the Service.
Subject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in one or more ordering screens agreed upon by the parties through SupAgent's website or service portal. All subscriptions are for the period described in the applicable Order ("Subscription Period"). Use of and access to the Service is permitted only for individuals authorized by the Customer and solely for Customer's own internal business purposes.
SupAgent owns the Service, Software, SupAgent Content, Documentation, and anything else provided by SupAgent to the Customer. SupAgent retains all rights, title, and interest (including all intellectual property rights) in and to these materials, all related and underlying technology, and any modifications or improvements thereto.
The Customer agrees not to, and not to permit Users or third parties to:
The Service may integrate with third-party products or services ("Third-Party Services"). SupAgent does not control Third-Party Services and makes no warranties about their functionality. Customers use Third-Party Services at their own risk and must comply with any applicable third-party terms.
Customers must pay fees as specified in their order. All fees are non-refundable unless explicitly stated otherwise. SupAgent may modify its fees with notice to customers.
Payments are processed through secure payment processors. Customers must provide accurate billing information and authorize recurring charges. SupAgent may suspend service for non-payment.
Fees exclude taxes. Customers are responsible for all applicable taxes, except those based on SupAgent's net income.
SupAgent implements reasonable security measures to protect customer data. Customers remain responsible for:
Both parties agree to protect each other's confidential information with reasonable care and use it only for the purposes of this Agreement. Confidential information includes service features, customer data, and business information.
This Agreement continues until all subscriptions expire or are terminated. Either party may terminate for material breach after 30 days' notice. Upon termination:
SupAgent warrants it will provide the Service with reasonable care. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND.
NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE INCIDENT. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
This Agreement is governed by the laws of [Your Jurisdiction], without regard to conflicts of law principles.
SupAgent may modify these terms with 30 days' notice. Continued use of the Service constitutes acceptance of modified terms.
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements regarding its subject matter.