Effective Date: [April 1, 2026]These Terms of Service (the “Terms” or “Agreement”) govern your access to and use of the Agnes AI platform, including all application programming interfaces (APIs), artificial intelligence (AI) models, web-based applications, desktop or mobile software, developer tools, and any related services, features, or content made available by [Sapiens AI] (hereinafter referred to as “Agnes AI”, “we”, “us”, or “our”).By accessing, browsing, or using any part of the Service (including but not limited to registering an account, submitting data, or making API calls), you (the “Client”, “you”, or “your”) agree to be legally bound by this Agreement, including all additional policies, guidelines, or updates referenced herein (collectively, the “Policies”). If you do not agree to all terms and conditions of this Agreement, you must immediately cease accessing or using the Service.
For the purposes of this Agreement, the following terms shall have the meanings set forth below, unless the context clearly requires otherwise:● Service: Collectively, all products, services, and technologies provided by Agnes AI, including but not limited to large language models (LLMs), multimodal generation tools (image, video, audio, text), APIs, software development kits (SDKs), web portals, developer dashboards, documentation, support services, and any updates or modifications to the foregoing.● Client / “You”: Any individual, corporation, partnership, limited liability company, or other legal entity that accesses or uses the Service, whether on its own behalf or on behalf of a third party (if you are acting on behalf of an entity, you represent and warrant that you have the authority to bind that entity to this Agreement).● End Users: Any individual or entity that uses, interacts with, or benefits from any Application (as defined below) that you build, deploy, or operate using the Service.● Client Data: All data, information, content, or materials (including text, images, videos, audio, personal data, and business data) that you, your End Users, or your authorized representatives submit, upload, transmit, or provide to the Service in connection with your use of the Service.● Output: All content, results, responses, recommendations, or other materials generated by the Service in response to Client Data or user inputs, including but not limited to text, images, videos, audio, code, or predictions.● Application: Any website, web application, mobile application, software program, product, or service that you develop, build, deploy, or operate using the Service (including but not limited to integrating the Service’s APIs or models into your own products).● API Key: A unique identifier provided by Agnes AI to authenticate your access to the Service’s APIs, which is used to track and bill your usage of the Service.● Confidential Information: Any non-public information disclosed by either party to the other in connection with this Agreement, including but not limited to technical specifications, model architectures, API documentation, pricing information, Client Data, business plans, and trade secrets.
By accessing or using the Service, you represent and warrant to Agnes AI that:● If you are an individual, you are at least 18 years of age (or the legal age of majority in your jurisdiction) and have the legal capacity to enter into and be bound by this Agreement;● If you are an entity, you are a legally organized and validly existing entity under the laws of your jurisdiction, and you have the authority to enter into this Agreement and to bind your entity to its terms;● Your access to and use of the Service complies with all applicable local, state, national, and international laws, regulations, and treaties (including but not limited to data protection laws, privacy laws, export control laws, and anti-money laundering laws);● You and your End Users are not located in, or a citizen or resident of, any country or region that is subject to comprehensive economic sanctions imposed by the United Nations, the United States, the European Union, or other applicable jurisdictions (collectively, “Sanctioned Jurisdictions”);● You are not listed on any sanctions list maintained by the United Nations, the United States Office of Foreign Assets Control (OFAC), the European Union, or other applicable authorities;● You will not use the Service to benefit any individual or entity located in a Sanctioned Jurisdiction or listed on a sanctions list.Agnes AI reserves the right to verify your eligibility to use the Service at any time, and may suspend or terminate your access if we determine that you are ineligible or in breach of any of the representations and warranties set forth in this Section 2.
Agnes AI agrees to provide you with access to the Service in accordance with the terms of this Agreement and any applicable pricing plan you select. The specific features and functionality of the Service may vary depending on your pricing plan, and Agnes AI reserves the right to add, modify, or remove features from the Service at any time, with reasonable notice to you (except in cases of emergency or security concerns).The Service includes, but is not limited to, the following core offerings:● Large Language Models (LLMs): Pre-trained AI models capable of understanding and generating human-like text, including but not limited to text completion, summarization, translation, question answering, and dialogue generation;● Multimodal Generation: Tools and models for generating or processing image, video, audio, and text content (e.g., image generation from text prompts, video editing, audio transcription, and cross-modal conversion);● API Infrastructure: Secure, scalable APIs that allow you to integrate the Service into your Applications, including documentation, rate limits, and monitoring tools;● Developer Tools: Resources to support your use of the Service, including SDKs, code examples, testing environments, debugging tools, and a developer dashboard for tracking usage, billing, and performance.
Agnes AI acts solely as a technology provider of the Service. We do not control, and are not responsible for, the following:● Your Business Logic: The design, functionality, or operation of your Applications, including but not limited to your business model, user experience, or decision-making processes;● End-User Behavior: The actions, conduct, or use of your Applications by your End Users, including any misuse or abuse of the Service by End Users;● Content Usage: How you or your End Users use, distribute, or modify the Output generated by the Service, or any consequences arising from such use.Agnes AI does not provide legal, financial, medical, or other professional advice through the Service. Any Output generated by the Service is for informational purposes only and should not be relied upon as professional advice.
To access certain features of the Service (including API access and paid plans), you must register an account with Agnes AI. When registering an account, you agree to:● Provide accurate, complete, and up-to-date information (including your name, email address, company name, and payment details, if applicable);● Update your account information promptly if any details change;● Use a strong, unique password for your account and keep it confidential;● Implement appropriate access controls for your account (e.g., role-based access for team members) to prevent unauthorized access;● Not share your account credentials (including API Keys) with any third party, except for authorized employees or contractors who are bound by confidentiality obligations.
You are solely responsible for all activity that occurs under your account, including but not limited to all API calls, data submissions, and actions taken by any person or entity using your account credentials. You agree to:● Monitor your account activity regularly to detect any unauthorized use;● Immediately notify Agnes AI of any unauthorized access to your account or API Keys, or any other security breach related to your account;● Take all reasonable steps to mitigate any damage caused by unauthorized use of your account.
Agnes AI may suspend or restrict your account (including revoking API access) without prior notice if we reasonably suspect or determine that:● You have provided fraudulent, misleading, or inaccurate information during account registration or in connection with your use of the Service;● Your account has been compromised or is at risk of being compromised (e.g., unauthorized access to your API Keys);● You are in breach of this Agreement (including the Acceptable Use Policy set forth in Section 5);● Your use of the Service poses a security risk to Agnes AI, the Service, or other users of the Service;● We are required to do so by law or court order.If your account is suspended, you may contact Agnes AI’s support team to resolve the issue, and we will restore access to your account if we determine that the issue has been resolved and you are in compliance with this Agreement.
You agree that you will not use, and will not allow your End Users to use, the Service for any purpose that is illegal, harmful, or in violation of this Agreement. The following uses of the Service are strictly prohibited (the “Prohibited Uses”):
Using the Service to engage in or facilitate any illegal activity, including but not limited to:● Violating any local, state, national, or international law, regulation, or treaty (e.g., copyright infringement, trademark infringement, privacy violations, and data theft);● Committing fraud, scams, or misrepresentation (e.g., generating fake documents, impersonating individuals or entities, or defrauding consumers);● Engaging in money laundering, terrorist financing, or other financial crimes;● Possessing, distributing, or generating content that is illegal under applicable law (e.g., illegal drugs, counterfeit goods, or stolen property).
Using the Service to generate, distribute, or promote content that is harmful, violent, or discriminatory, including but not limited to:● Content that incites or promotes terrorism, violence, or extremism (e.g., instructions for making weapons, terrorist propaganda, or calls for violence against individuals or groups);● Hate speech or discrimination based on race, ethnicity, gender, sexual orientation, religion, disability, or any other protected characteristic;● Content involving child exploitation or abuse (e.g., child sexual abuse material, grooming of minors, or content that endangers children);● Content that promotes self-harm, suicide, or eating disorders;● Harassment, bullying, or stalking of any individual (e.g., generating threatening messages or doxxing personal information).
Using the Service in a way that is deceptive, misleading, or poses a risk to individuals or society, including but not limited to:● Generating misleading or deceptive content (e.g., deepfakes of public figures for political manipulation, fake news, or false product reviews) without clear and prominent disclosure that the content is AI-generated;● Misusing deepfake technology to impersonate individuals without their consent, or to create content that could harm an individual’s reputation or safety;● Engaging in automated abuse (e.g., generating spam emails, text messages, or social media posts; manipulating online polls or reviews; or launching phishing attacks);● Using the Service to generate content that could be used to commit cyberattacks (e.g., malware, ransomware, or phishing scripts).
Attempting to compromise the security or integrity of the Service, including but not limited to:● Reverse engineering, decompiling, disassembling, or otherwise attempting to extract the source code, model weights, or algorithms of the Service’s AI models or software;● Scraping, crawling, or extracting data from the Service (including but not limited to training data, model outputs, or API documentation) without explicit written permission from Agnes AI;● Launching or facilitating attacks on the Service’s infrastructure (e.g., DDoS attacks, brute-force attacks, or unauthorized access to Agnes AI’s servers);● Circumventing rate limits, access controls, or other security measures implemented by Agnes AI;● Introducing malware, viruses, or other harmful code into the Service.
Agnes AI reserves the right to monitor your use of the Service to ensure compliance with this Acceptable Use Policy. If we determine that you or your End Users are engaging in any Prohibited Use, we may take any action we deem appropriate, including but not limited to:● Removing or disabling access to any content generated by the Service that violates this Policy;● Suspending or terminating your account and access to the Service;● Reporting your activity to law enforcement or relevant regulatory authorities;● Pursuing legal action against you for any damages caused by your violation.
If you deploy or make available any Application that uses the Service (including but not limited to making the Application available to End Users), you agree to comply with the following AI-specific responsibilities:
● You must clearly and prominently disclose to your End Users when content is generated or processed by the Service (i.e., AI-generated content), in a manner that is easy to understand and accessible. This disclosure must be made before or at the time the End User interacts with the AI-generated content, and must not be hidden or misleading.● If required by applicable law or regulation (e.g., AI Act in the European Union, FTC guidelines in the United States), you must provide additional information about the use of AI in your Application, including but not limited to the purpose of the AI, the limitations of the AI, and how the AI makes decisions.
● You must implement reasonable moderation mechanisms to prevent your End Users from using your Application (and thus the Service) for Prohibited Uses. This may include, but is not limited to, content filtering, user reporting tools, and human review of high-risk content.● You must monitor the use of your Application and the Service by your End Users to detect and address any misuse or abuse. If you become aware of any Prohibited Use by your End Users, you must take immediate action to stop such use and notify Agnes AI.
● If required by applicable law or regulation, you must add identifiers (e.g., watermarks, metadata, or logging) to AI-generated content to allow for traceability of the content to your Application and the Service.● You must maintain records of your use of the Service (including API calls, Client Data, and Output) as required by applicable law, and make such records available to Agnes AI or regulatory authorities upon request.
You acknowledge and agree that the Service is provided “as-is” and that the Output generated by the Service may contain errors, inaccuracies, or biases. You are solely responsible for:● All uses of the Output generated by the Service, including but not limited to distributing the Output to End Users, using the Output in business decisions, or integrating the Output into your Applications;● Any decisions made based on the Output generated by the Service (e.g., hiring decisions, financial decisions, or medical recommendations);● Any harm or damages caused by the Output or your use of the Output, including but not limited to harm to individuals, businesses, or reputation.Agnes AI is not responsible for any errors, inaccuracies, or biases in the Output, and you agree to indemnify Agnes AI against any claims arising from your use of the Output (see Section 15 for details).
Your use of the Service is subject to the pricing plan you select (as set forth on the Agnes AI website or in a separate order form). The pricing for the Service is based on one or more of the following models:● Usage-Based Pricing: You are charged based on your actual usage of the Service, such as the number of tokens processed, the number of API calls made, the amount of compute resources used, or the volume of content generated (e.g., images, videos).● Subscription-Based Pricing: You pay a fixed monthly or annual fee for access to a specific set of features or usage limits. If you exceed the usage limits of your subscription plan, you may be charged additional fees based on the overage terms set forth in your pricing plan.All pricing is in the currency specified in your pricing plan (e.g., US Dollars, Euros) and does not include taxes, duties, or other government fees, which you are responsible for paying (unless you provide a valid tax exemption certificate).
● Charges for the Service accrue automatically as you use the Service, and are billed to you on a regular basis (e.g., monthly, annually) in accordance with your pricing plan.● You agree to provide accurate and complete payment information (e.g., credit card details, bank account information) and to keep this information up-to-date. Agnes AI may use a third-party payment processor to handle payments, and your payment information will be subject to the payment processor’s privacy policy.● The Service will continue to be billed to you unless you terminate your account or pricing plan in accordance with Section 14 (Termination) or the terms of your pricing plan. You are responsible for all charges incurred up to the date of termination.
Agnes AI reserves the right to update or change the pricing for the Service at any time. We will provide you with at least 30 days’ written notice of any price changes (e.g., via email to the address associated with your account, or through the Service’s developer dashboard). If you continue to use the Service after the price change takes effect, you agree to the new pricing.
If you fail to pay any invoice by the due date, Agnes AI may take the following actions:● Suspend your access to the Service (including API access) until all outstanding amounts are paid;● Charge late fees at a rate of [5]% per month (or the maximum rate allowed by applicable law) on all outstanding amounts;● Terminate your account and this Agreement in accordance with Section 14;● Pursue legal action to collect any outstanding amounts, including but not limited to attorney’s fees and court costs.
● Client Data: You retain full ownership of all Client Data that you submit to the Service. Agnes AI does not claim any ownership rights to Client Data, except as explicitly set forth in this Agreement.● Output: You may own the Output generated by the Service, provided that such ownership is permitted by applicable law and does not infringe on the intellectual property rights of Agnes AI or any third party. Agnes AI retains the right to use the Output to improve the Service (unless you have opted out of such use, where available).
By submitting Client Data to the Service, you grant Agnes AI a limited, non-exclusive, non-transferable license to:● Process, store, and transmit Client Data solely for the purpose of providing the Service to you (e.g., generating Output, maintaining the Service, and providing support);● Use Client Data to improve the Service’s AI models, algorithms, and functionality (including but not limited to training and fine-tuning the models), unless you have opted out of such use through the Service’s settings (if available). If you opt out, Agnes AI will not use your Client Data to improve the Service, but may still process your Client Data to provide the Service to you.This license will terminate upon the termination of this Agreement, except that Agnes AI may retain and use Client Data in accordance with Section 8.4 (Data Retention) and applicable law.
You guarantee and warrant to Agnes AI that:● You have the legal right to collect, use, and submit all Client Data to the Service, and that such submission does not violate any applicable law, regulation, or third-party rights (including but not limited to privacy rights, copyrights, and trademarks);● You have obtained all necessary consents from your End Users or other third parties whose data is included in Client Data (e.g., consent to process personal data in accordance with data protection laws);● Client Data does not contain any illegal, harmful, or inappropriate content (as defined in Section 5);● You will comply with all applicable data protection laws (e.g., GDPR, CCPA, HIPAA) in connection with your collection, use, and submission of Client Data, and your use of the Output.
Agnes AI will retain your Client Data for as long as necessary to provide the Service to you, or as required by applicable law. After the termination of your account or this Agreement, Agnes AI may delete your Client Data, but may retain a copy of your Client Data for a reasonable period of time to comply with legal obligations, resolve disputes, or enforce this Agreement. You may request the deletion of your Client Data at any time by contacting Agnes AI’s support team, and we will use reasonable efforts to delete your Client Data within a reasonable timeframe, subject to any legal obligations.
Agnes AI implements reasonable technical, administrative, and physical safeguards to protect the security, confidentiality, and integrity of Client Data and the Service. These safeguards include, but are not limited to:● Encryption of Client Data in transit (using TLS/SSL) and at rest;● Access controls to limit access to Client Data to authorized Agnes AI employees and contractors;● Regular security audits and vulnerability assessments;● Training of employees on data security and privacy best practices;● Business continuity and disaster recovery plans to minimize data loss in the event of a security breach or system failure.However, no security measures are completely foolproof, and Agnes AI cannot guarantee that Client Data will never be accessed, disclosed, or modified by unauthorized third parties.
You are solely responsible for the security of your own systems, devices, and networks used to access the Service, including but not limited to:● Implementing appropriate security measures to protect your account credentials (including API Keys) and Client Data;● Configuring additional protections (e.g., firewalls, encryption) for your systems that interact with the Service;● Ensuring that your employees and contractors who access the Service are trained on security best practices and comply with this Agreement.
Agnes AI is not responsible for any data loss, disclosure, or damage caused by:● Your actions or omissions (e.g., sharing account credentials, failing to implement appropriate security measures);● Misconfiguration of your systems or the Service;● Unauthorized access to your systems or Client Data by third parties (e.g., hackers, malware);● Events beyond Agnes AI’s reasonable control (e.g., natural disasters, cyberattacks on third-party providers).If a security breach involving your Client Data occurs due to Agnes AI’s negligence, Agnes AI will notify you promptly (in accordance with applicable law) and take reasonable steps to mitigate the breach.
Agnes AI retains all right, title, and interest in and to the Service, including but not limited to all AI models, APIs, algorithms, software, code, documentation, trademarks, logos, and other intellectual property rights. This Agreement does not grant you any ownership rights in the Service, except for the limited license to use the Service as set forth herein.You agree not to claim any ownership rights in the Service or any part thereof, and not to modify, reverse engineer, or create derivative works of the Service (except as explicitly permitted by this Agreement).
You retain all right, title, and interest in and to your Client Data, your Applications, and any intellectual property rights associated with them (e.g., copyrights, trademarks, patents). This Agreement does not grant Agnes AI any ownership rights in your Client Data, Applications, or related intellectual property, except for the limited license set forth in Section 8.2.
You agree not to:● Reverse engineer, decompile, disassemble, or otherwise attempt to extract the source code, model weights, or algorithms of the Service’s AI models or software;● Extract, scrape, or copy any training data used to train the Service’s AI models;● Rebuild, replicate, or create a competing AI model or service using the Service’s technology or intellectual property;● Use the Service’s trademarks, logos, or other branding without explicit written permission from Agnes AI;● Infringe on any of Agnes AI’s intellectual property rights.
The Service may integrate with or link to third-party services, products, or websites (e.g., cloud storage providers, payment processors, or analytics tools). These third-party services are not controlled by Agnes AI, and Agnes AI is not responsible for:● The availability, functionality, or performance of third-party services;● Any outages, errors, or failures of third-party services;● The privacy practices or content of third-party services;● Any harm or damages caused by your use of third-party services.Your use of third-party services is subject to the terms and conditions of those third parties, and you agree to review and comply with such terms. Agnes AI does not endorse any third-party services, and your use of third-party services is at your own risk.
Agnes AI aims to provide high availability of the Service, but we do not guarantee that the Service will be available 100% of the time. The Service may be unavailable from time to time due to:● Scheduled maintenance (we will provide reasonable notice of scheduled maintenance, except in cases of emergency);● Unscheduled maintenance or technical issues (e.g., server failures, software bugs);● Events beyond Agnes AI’s reasonable control (e.g., natural disasters, cyberattacks, or internet outages).
For paid pricing plans, Agnes AI may provide a Service Level Agreement (SLA) that sets forth the minimum uptime percentage for the Service and any remedies available to you if the uptime falls below the agreed-upon percentage (e.g., service credits). The specific terms of the SLA will be set forth in your pricing plan or a separate order form. For free pricing plans, no SLA is provided, and Agnes AI does not guarantee any level of service availability.
Agnes AI reserves the right to modify, update, or discontinue any feature or functionality of the Service at any time, with reasonable notice to you (except in cases of emergency or security concerns). We may also deprecate older versions of the Service’s APIs or models, and will provide you with reasonable notice to migrate to newer versions.
Agnes AI may suspend or restrict your access to the Service (including API access) if we reasonably determine that:● You have violated any term or condition of this Agreement (including the Acceptable Use Policy);● Your use of the Service poses a security risk to Agnes AI, the Service, or other users of the Service;● We are required to do so by law, court order, or regulatory authority;● You have failed to pay any outstanding invoices (as set forth in Section 7.4);● Your account has been compromised or is at risk of being compromised.In cases of critical security risks (e.g., a severe breach of the Service’s security, or use of the Service to commit a serious crime), Agnes AI may suspend your access to the Service immediately without prior notice. After suspension, we will notify you of the reason for the suspension and provide you with an opportunity to resolve the issue, if applicable.
● By You: You may terminate this Agreement and your account at any time by contacting Agnes AI’s support team or by following the termination instructions in the Service’s developer dashboard. Upon termination, you will no longer have access to the Service, and you are responsible for all charges incurred up to the date of termination.● By Agnes AI: Agnes AI may terminate this Agreement and your account if:● You have breached any term or condition of this Agreement, and such breach is not cured within 30 days of receiving written notice from Agnes AI;● You fail to pay any outstanding invoices after receiving notice of non-payment;● You become ineligible to use the Service (e.g., you move to a Sanctioned Jurisdiction);● Agnes AI determines that your use of the Service poses a significant legal or security risk;● Agnes AI discontinues the Service or the specific features you are using.
Upon termination of this Agreement:● All licenses granted to you under this Agreement will immediately terminate;● You will no longer have access to your account or the Service;● You must pay all outstanding charges incurred up to the date of termination;● Agnes AI may delete your Client Data after a reasonable retention period (as set forth in Section 8.4), unless required by law to retain it;● You must cease using any Output generated by the Service that is subject to Agnes AI’s intellectual property rights;● Sections of this Agreement that by their nature should survive termination (including but not limited to Sections 8, 10, 15, 16, 17, and 20) will continue to be binding on both parties.
You agree to indemnify, defend, and hold harmless Agnes AI, its affiliates, officers, directors, employees, and contractors (collectively, the “Indemnified Parties”) from and against any and all claims, losses, damages, liabilities, costs, and expenses (including but not limited to attorney’s fees, court costs, and settlement costs) arising from or related to:● Your use of the Service, including but not limited to any Prohibited Use;● Your Application, including but not limited to any claims that your Application infringes on the intellectual property rights of a third party, or causes harm to any individual or entity;● Your Client Data, including but not limited to any claims that your Client Data violates applicable law or third-party rights;● Your failure to comply with this Agreement or any applicable law;● Your End Users’ use of the Service or your Application.Agnes AI will notify you of any claim subject to indemnification, and you agree to cooperate with Agnes AI in defending such claim. Agnes AI reserves the right to assume the defense and control of any claim if you fail to do so, and you agree to reimburse Agnes AI for any costs incurred in connection with such defense.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGNES AI AND ITS INDEMNIFIED PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, PROFITS, DATA, OR BUSINESS OPPORTUNITIES) ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICE, EVEN IF AGNES AI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF AGNES AI AND ITS INDEMNIFIED PARTIES FOR ANY CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES YOU PAID TO AGNES AI IN THE SIX (6) MONTHS PRIOR TO THE DATE THE CLAIM ARISES.THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF THE LEGAL THEORY OF LIABILITY (E.G., CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY), AND EVEN IF THE SERVICE FAILS TO PERFORM AS REQUIRED OR EXPECTED.Some jurisdictions do not allow the exclusion or limitation of certain damages, so the above limitations may not apply to you. In such cases, the liability of Agnes AI and its Indemnified Parties shall be limited to the maximum extent permitted by applicable law.
Both parties agree to maintain the confidentiality of the other party’s Confidential Information, and to use the same degree of care to protect such Confidential Information as they use to protect their own confidential information of similar nature (but not less than reasonable care). Neither party shall disclose the other party’s Confidential Information to any third party without the prior written consent of the disclosing party, except to:● Authorized employees, contractors, or advisors who need access to the Confidential Information to perform their duties, and who are bound by confidentiality obligations;● Regulatory authorities or court orders, provided that the receiving party gives the disclosing party reasonable notice (if permitted by law) to allow the disclosing party to challenge the disclosure;● Third parties with whom the receiving party has a business relationship, provided that such third parties are bound by confidentiality obligations.Confidential Information does not include information that:● Is or becomes publicly available through no fault of the receiving party;● Was known to the receiving party prior to disclosure by the disclosing party, without any confidentiality obligations;● Is independently developed by the receiving party without using the disclosing party’s Confidential Information;● Is received from a third party who has the right to disclose it without any confidentiality obligations.This confidentiality obligation will survive the termination of this Agreement for a period of [3] years (or as required by applicable law).
You agree to comply with all applicable export control laws, sanctions regulations, and trade laws (including but not limited to the U.S. Export Administration Regulations (EAR), the EU Dual-Use Regulation, and sanctions imposed by the United Nations, the United States, and the European Union). You agree not to:● Export, re-export, or transfer the Service or any related technology to any Sanctioned Jurisdiction or listed person;● Use the Service for any purpose that is prohibited by export control laws or sanctions regulations;● Provide access to the Service to any individual or entity located in a Sanctioned Jurisdiction or listed on a sanctions list.Agnes AI reserves the right to terminate your access to the Service if we determine that you are in violation of any export control laws or sanctions regulations, or if your use of the Service poses a compliance risk.
Agnes AI reserves the right to modify the Service (including adding, removing, or changing features) and to update these Terms at any time. We will provide you with reasonable notice of any material changes to the Terms (e.g., via email to the address associated with your account, or through the Service’s developer dashboard). If you continue to use the Service after the updated Terms take effect, you agree to be bound by the updated Terms. If you do not agree to the updated Terms, you must immediately cease using the Service and terminate your account.
Any dispute, controversy, or claim arising out of or relating to this Agreement or your use of the Service (including but not limited to disputes regarding breach of contract, intellectual property rights, and negligence) shall be resolved by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in effect at the time of the arbitration. The arbitration shall be conducted in Singapore, and the language of the arbitration shall be English. The arbitral tribunal shall consist of [one/three] arbitrator(s) appointed in accordance with the SIAC Rules. The award of the arbitral tribunal shall be final and binding on both parties, and may be enforced in any court of competent jurisdiction.Prior to initiating arbitration, the parties shall attempt to resolve the dispute amicably through good-faith negotiations. If the parties are unable to resolve the dispute through negotiations within 30 days of the first written notice of the dispute, either party may initiate arbitration.
Agnes AI may use your company name, logo, and a brief description of your use of the Service as a customer reference in our marketing materials (including but not limited to our website, social media, and sales presentations). If you do not wish to be used as a customer reference, you may opt out by sending a written request to Agnes AI’s support team. The opt-out will take effect within 30 days of receiving your request.
● Entire Agreement: This Agreement (including any applicable Policies and pricing plans) constitutes the entire agreement between you and Agnes AI regarding your use of the Service, and supersedes all prior or contemporaneous agreements, representations, or understandings (whether written or oral) between the parties.● Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed from this Agreement, and the remaining provisions shall remain in full force and effect.● No Third-Party Beneficiaries: This Agreement is between you and Agnes AI, and no third party shall have any rights or benefits under this Agreement (except as explicitly set forth in Section 15).● Assignment: You may not assign this Agreement or any of your rights or obligations under this Agreement without the prior written consent of Agnes AI. Agnes AI may assign this Agreement to any affiliate or successor in interest (e.g., in the event of a merger, acquisition, or sale of assets) without your consent.● Waiver: The failure of Agnes AI to enforce any term or condition of this Agreement shall not be deemed a waiver of such term or condition, and shall not prevent Agnes AI from enforcing such term or condition in the future.● Notices: All notices under this Agreement shall be in writing and shall be sent to the email address associated with your account (for notices to you) or to the contact information set forth in Section 23 (for notices to Agnes AI). Notices shall be deemed received when sent (if sent by email) or when delivered (if sent by certified mail).
If you have any questions, concerns, or requests regarding this Agreement or the Service, please contact us at:● Company: [Sapiens AI]● Email: support@agnes-ai.com
