AIgent Terms & Conditions

1. The Solution

1.1 Order

(a) By submitting an order for the purchase of a Subscription on the Website, or by responding to a quote from us (Order), you represent and warrant that:

• (i) You have the legal capacity and are of sufficient age to enter into a binding contract with us; and
• (ii) You are authorised to use the debit or credit card you provide with your Order.

(b) Submitting or agreeing to an Order constitutes your intention and offer to enter into these Terms.

1.2 Your Subscription and the Solution

• (a) The Solution: The Solution includes the Software, the Hosted Services, the Support Services and any agreed Additional Services, to the extent described in your Subscription Tier.
• (b) Scope of Subscription: Your Subscription includes the benefits and limitations of your Subscription Tier as set out on our Website and in your Order.
• (c) Term of Subscription: Your Subscription will commence on the date we make the Solution available to you (subject to you paying our Fees), and will continue for the Subscription Period, unless terminated earlier in accordance with these Terms.

1.3 Accounts

• (a) To submit an Order or to use the Solution, you may be required to register and receive an account (an Account).
• (b) You may need to provide personal information, identification details, payment information, and such other details as we reasonably require.
• (c) You warrant that all information you provide is accurate, complete, and up-to-date.
• (d) We may reject, suspend, or cancel Accounts at our discretion.

1.4 The Software

• (a) During the Subscription Period, we grant you a non-exclusive, non-transferable licence to use the Software and Documentation, subject to the Number of Solution Uses in your Subscription Tier. If not specified, this licence is limited to one (1) Solution Use.
• (b) We may update, enhance, or modify the Software over time. Updates may result in limited downtime for which credits or refunds will not be provided.
• (c) We provide the Software in accordance with applicable Indian Law and reasonable industry standards.

2. Services

2.1 Services Provided

We will provide you with:

• (a) Hosted Services and Support Services as set out in the Order or otherwise agreed in writing; and
• (b) Additional Services as agreed from time to time.

2.2 Client Obligations

You agree to:

• (a) Provide us with all information, documentation and support required to allow us to deliver the Services; and
• (b) Provide us with access to third-party accounts when reasonably required.

2.3 Client Material

• (a) You warrant that all information provided by you is accurate, complete and up-to-date.
• (b) To the extent that errors are caused or contributed to by inaccurate information you supplied, we will not be held liable.

2.4 Review of Services

Your approval of a Service constitutes acceptance of responsibility for any errors or omissions.

2.5 Collection Notice & Privacy

• (a) We collect personal information in order to deliver the Solution and communicate with you.
• (b) Use of such data is detailed in our Privacy Policy: https://aigent.ai/privacy-policy.
• (c) By accepting these Terms, you agree to be bound by our Privacy Policy.

3. Fees and Payment

3.1 Fees

You agree to pay the Fees in the amounts, and at the times, set out in the relevant Order. Fees may consist of (i) Subscription Fees; (ii) Actions; and (iii) Vendor Credits, as described in your Subscription Tier or as otherwise agreed in writing. Fees may change from time to time and will be applied to the next full billing cycle following notification to you.

Subscriptions automatically renew each billing cycle unless cancelled in accordance with Section 4.

3.2 Subscription Fees

You must pay subscription fees to us in the amounts and at the times specified in your Order, or as otherwise agreed in writing (Subscription Fees). Where your Subscription includes Actions, such Actions will be available for use during the Subscription Period in accordance with your Subscription Tier. Where you purchase Vendor Credits, such Vendor Credits are prepaid credits for third-party AI model usage.

Vendor Credits will remain valid indefinitely while you maintain an Active Subscription, but will immediately expire upon termination, cancellation, suspension, deletion of your Account at your request, or our termination of your Account or Subscription due to a breach of these Terms (including, without limitation, for any non-payment of any amounts due by you).

Further, if AIgent sunsets any Services associated with any Credits, then you may also forfeit the right to such Credits as related to such sunsetted Services.

3.3 Late Payments

We reserve the right to suspend all or part of the Solution indefinitely if you fail to pay any Fees.

3.4 No Change of Mind Refunds

Our Fees are non-refundable for change of mind.

3.5 GST

Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.

3.6 Card Surcharges

We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).

3.7 Vendor Credits Representation

Vendor Credits are charged at cost and we do not apply any markup or surcharge. We do not guarantee the continued availability or pricing of any third-party model.

Where you choose to connect your own API keys, you are responsible for all fees charged by the third-party provider, and AIgent accepts no liability in relation to those fees.

3.8 Vendor Credits Not Currency, Not Refundable or Transferable

Vendor Credits and Actions are not legal tender, currency, or stored value, and have no cash or monetary value. They cannot be redeemed for cash, refunded, transferred, or used to offset or pay Subscription Fees or any other amounts owed to AIgent. Vendor Credits are solely a unit of measure for model usage through the Solution and otherwise have no monetary or other value and cannot be sold, shared, or assigned to any other person or entity.

4. Cancellation of Your Subscription

• (a) You may cancel your Subscription by notice to us. Your Subscription will end in the then current billing cycle, and you will be charged for that billing cycle.
• (b) Your licence to the Solution under these Terms will last for the remainder of the then current billing cycle to ensure you can retrieve your data. Once the billing cycle ends, we will have no responsibility to store any User Data, and any unused Actions or Vendor Credits will automatically expire upon cancellation or termination. They are non-refundable.
• (c) Your access to the Solution will be revoked at the end of the relevant billing cycle in which you cancel your Subscription by notice to us.
• (d) We may cancel your Subscription or Active Subscription immediately at any time. If such cancellation is without your breach of these Terms, we will issue you a pro-rata refund of the Subscription Fee for the unused portion of the billing cycle. Any remaining Actions and Vendor Credits will automatically expire.

5. Upgrade and Downgrades

• (a) You may request upgrades or downgrades of your Subscription Tier at any time.
• (b) New fees are applied from the next billing cycle.
• (c) Downgrading may result in loss of features, capacity or Client Data.

6. Obligations

6.1 Your Obligations

• (a) You must, and must ensure that all Users, comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any User’s breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.
• (b) You must not, and must not encourage or permit any User, Personnel or third party to, without our prior written approval:
  • (i) Upload inappropriate/offensive/illegal/explicit/racist/sexist/homophobic material;
  • (ii) Upload material owned or copyrighted by a third party;
  • (iii) Make copies of Documentation or Software;
  • (iv) Modify or tamper with the Software;
  • (v) Remove/alter copyright or trademark notices;
  • (vi) Act in a way that harms our reputation or partners;
  • (vii) Infringe third-party IP rights;
  • (viii) Create derivative works or translations of the Software;
  • (ix) Publish or communicate the Software/Documentation publicly;
  • (x) Sell, loan, transfer, sub-licence, hire out or otherwise dispose of Software;
  • (xi) Decompile, disassemble or reverse engineer;
  • (xii) Attempt to circumvent security protections;
  • (xiii) Exceed permitted Number of Solution Uses.
• (c) We may suspend/cancel your Account and revoke access if you breach these Terms. Any remaining AI Credits will expire immediately.
• (d) You must promptly notify us if you suspect misuse or face difficulties accessing your Subscription.

6.2 User Obligations

You agree, and must ensure that all Users agree:

• (a) To comply with all obligations in these Terms;
• (b) Not to intimidate/harass/impersonate or post unlawful or spam content;
• (c) Not to upload offensive/illegal content;
• (d) To register for an individual User Account;
• (e) Not to share their Account/login;
• (f) Use Software only for AI workflows;
• (g) Not to integrate with 3rd-party systems or alter functionality without permission;
• (h) Safeguard login credentials and notify of breaches;
• (i) Not to use fraudulently/unlawfully;
• (j) Not to infringe 3rd-party IP rights;
• (k) Not to act in a way damaging to our reputation;
• (l) Not to automate, copy or modify without consent;
• (m) Accept that features may change with notice;
• (n) Understand Software content is general, not advisory;
• (o) Accept that breach may result in cancellation of their Account.

6.3 Hosted Services

• (a) Hosting may be in India or elsewhere;
• (b) Uptime or error-free hosting is not guaranteed;
• (c) Backups may not always be available or accurate.

6.4 Support Services

• (a) We will take reasonable steps to support technical issues;
• (b) You are responsible for internal admin incl. passwords/access;
• (c) We are not liable for delays caused by outages or support issues.

7. Posted Material

7.1 Warranties and Indemnity

• You have the legal right to provide the Posted Material;
• It is free from harmful/discriminatory/defamatory/explicit content;
• It does not harm our reputation or others’;
• It does not infringe others’ IP rights;
• It contains no viruses or malicious code;
• It complies with laws.

You indemnify us against claims/losses/damages caused by infringing Posted Material.

7.2 Removal

We may (but are not obliged to) remove infringing or inappropriate material. You are responsible for keeping your own records of Posted Material.

8. Intellectual Property & Data

8.1 Infringing Content

If you become aware of infringing content, you must notify us in writing.

8.2 Software Content

We retain ownership of all Software Content and grant only a limited licence during your Subscription.

8.3 Client Data

• (a) You grant us a licence to use Client Data only to provide and improve the Solution.
• (b) We maintain security safeguards.
• (c) We may remove Client Data deemed unlawful/offensive.
• (d) You must ensure Client Data is lawful and indemnify us against IP breaches.

9. Third Party Software & Terms

9.1 Third Party Terms

• (a) Third-party services may have their own terms; by using them, you agree;
• (b) We are not liable for losses due to such terms;
• (c) Disagreement with third-party terms may impair Services;
• (d) If you connect your own API keys, you are responsible for costs and compliance.

9.2 Integrations

• (a) We cannot guarantee error-free integrations;
• (b) We disclaim liability for failures due to third-party modifications;
• (c) You indemnify us if your changes disrupt the Solution.

10. Confidentiality & Privacy

• (a) Confidential Information cannot be disclosed without written consent;
• (b) You agree to our Privacy Policy: https://aigent.ai/privacy-policy
• (c) Each party must notify the other of data/security breaches;
• (d) The notifying party will assist in investigation.

11. Liability

11.1 Warranties

We warrant Software will conform to Documentation when properly used. Otherwise provided “as is”, except where law requires.

11.2 Limitation of Liability

• (a) Liability capped at total Subscription Fees paid in the 3 months prior.
• (b) No liability for indirect loss, lost profits, revenue, savings, data or opportunities.
• (c) You indemnify us for claims arising from your breach, misuse, or Posted Material.

12. Cancellation, Disputes & Termination

12.1 Disputes

All disputes must first go through negotiation, then mediation in India before court proceedings.

12.2 Termination by Us

• Immediate termination if you breach Terms or face Insolvency;
• 30-days’ notice termination for other reasons (pro-rata refund, excluding unused AI Credits).

12.3 Termination by You

• Immediate termination if we breach Terms and don’t remedy in 10 Business Days, or if we face Insolvency;
• Refund only for prepaid Subscription Fees (unused AI Credits not refundable).

13. Force Majeure

We are not liable for delays or failures due to events beyond control (natural disasters, strikes, epidemics, government actions, outages). Either party may terminate if disruption continues 30+ days.

14. Notices

All notices must be in English and by email. Notices are deemed received in 24 hours unless bounced.

15. General

• Governing Law: India.
• Jurisdiction: Courts of Gujarat.
• Waiver: Must be in writing and signed.
• Severance: Invalid provisions don’t affect remainder.
• Assignment: You may not assign; we may assign without consent.
• Entire Agreement: These Terms supersede prior agreements.

Definitions

In these Terms, the following expressions have the following meanings:

• Additional Services means any services we provide you in addition to the Hosted Services and Support Services, as set out in an Order.
• Account has the meaning given in clause 1.3.
• Actions means a unit of work performed by the Solution, as further described on our Website (for example, sending an email, updating a CRM, or executing a workflow).
• Active Subscription means any paid Subscription that is current and not subject to cancellation, suspension, or termination under these Terms.
• Business Day means a day on which banks are open for business in India, other than a Saturday, Sunday or public holiday.
• Client Data means any data, information or material inputted by you, your Personnel or your Users into the Software.
• Confidential Information means any information that:
  • (a) is disclosed to a party in connection with these Terms, whether before or after the date of these Terms;
  • (b) is prepared or produced under or in connection with these Terms, whether before or after the date of these Terms; or
  • (c) relates to a party’s business, assets or affairs;
  but does not include information that is or becomes part of the public domain other than through breach of these Terms or an obligation of confidence.
• Documentation means any and all manuals, help files, user guides and other documentation provided by us to you to assist with the use of the Software.
• Fees means the Subscription Fees, fees for Additional Services, fees for Actions, fees for Vendor Credits, and any other fees you must pay us in accordance with an Order.
• Force Majeure Event has the meaning given in clause 13.
• Hosted Services has the meaning given in clause 2.1(a).
• Insolvency Event means any of the following:
  • (a) the party is wound up or dissolved, or an administrator, liquidator or receiver is appointed;
  • (b) the party is insolvent within the meaning of applicable laws;
  • (c) the party is unable to pay its debts as and when they fall due; or
  • (d) the party is subject to any analogous event or proceeding in any jurisdiction.
• Intellectual Property Rights means rights including copyright, trade marks, designs, patents, inventions, circuit layouts, trade secrets, domain names and any similar rights in any part of the world, whether or not registered.
• Law means any applicable statute, regulation, by-law, ordinance or subordinate legislation, including common law and equity.
• Material means any material in any form, including documents, data, specifications, images, software, source code, object code, reports, drawings, know-how and Confidential Information.
• Number of Solution Uses has the meaning given in clause 1.4(a).
• Order has the meaning given in clause 1.1.
• Personnel means officers, employees, contractors and agents.
• Posted Material has the meaning given in clause 7.1(a).
• Privacy Policy has the meaning given in clause 2.5(c).
• Services has the meaning given in clause 2.1.
• Software means the AIgent software described on the Website, and includes any Enhancements.
• Software Content has the meaning given in clause 8.2(a).
• Solution has the meaning given in clause 1.2(a).
• Subscription has the meaning given in the first paragraph of these Terms.
• Subscription Fees has the meaning given in clause 3.2.
• Subscription Period has the meaning given in clause 1.2(c).
• Subscription Tier has the meaning given in the first paragraph of these Terms.
• Support Services has the meaning given in clause 6.4.
• User means an end user of the Solution, including your Personnel, that you permit to use the Solution.
• User Account has the meaning given in clause 6.2(d).
• User Data means any data, information or material inputted by Users into the Software.
• Vendor Credits means prepaid credits corresponding to third-party AI model usage, redeemable through the Solution. Vendor Credits are valid indefinitely while you maintain an Active Subscription, but immediately expire upon cancellation or termination, as further set forth in these Terms.
• Website means https://aigent.ai or such other URL as notified by us from time to time.