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Terms & Conditions

Last updated: June 10, 2024

These Terms & Conditions (“Terms”) are a binding agreement between you and 256 Technologies LLP, the makers of Agentaur, (“256Tec,” “Agentaur,” “we,” “us,” or “our”) governing access to and use of our websites, customer portals, and software-as-a-service products—including Agentaur Scout, Agentaur Care, and Agentaur Guard (collectively, the “Services”). By accessing or using the Services, creating an account, or executing an order form, you agree to these Terms.

1. Eligibility & Account Responsibilities

  • You must be at least 18 years old and legally able to bind your organization to these Terms.
  • You agree to provide accurate, complete registration details and keep them current.
  • You are responsible for maintaining the confidentiality of your login credentials and for all activity under your account.
  • You will promptly notify Agentaur at security@agentaur.com of any unauthorized access or suspected security incident.

2. Ordering, Subscriptions & Fees

  • Access to paid features requires an executed order form, service schedule, or online checkout that specifies subscription tier, usage limits, and fees.
  • Unless otherwise stated, subscriptions renew automatically for successive terms equal in length to the initial term. You may prevent renewal by giving written notice at least 30 days before the renewal date.
  • Fees are due within the payment period indicated on an invoice. Late payments may incur finance charges or suspension of the Services.
  • All fees are exclusive of taxes. You are responsible for applicable sales, use, VAT, or similar taxes assessed on the Services, excluding taxes based on Agentaur's income.

3. Customer Data & Privacy

  • “Customer Data” means content, data, and information you or your end users submit to the Services.
  • You retain ownership of Customer Data. Agentaur processes Customer Data solely to deliver and improve the Services, comply with law, and as otherwise permitted in a Data Processing Addendum (if applicable).
  • You represent that you have obtained all necessary rights and consents to authorize our processing of Customer Data and use of third-party integrations.
  • Our collection and use of personal data is described in the Privacy Policy. In the event of a conflict, a signed agreement or Data Processing Addendum prevails.

4. Acceptable Use & AI Guardrails

  • You will use the Services in compliance with all applicable laws, regulations, and industry standards.
  • You will not: (a) copy, modify, or create derivative works of the Services; (b) reverse engineer or attempt to discover underlying source code; (c) interfere with or disrupt the Services; (d) upload malicious code; (e) send spam or unsolicited messages; or (f) use the Services to violate the rights of others.
  • AI outputs generated through Agentaur Scout, Care, or Guard must be reviewed and deployed in accordance with your internal governance policies. You remain responsible for end-user communications and compliance with any regulatory obligations.
  • Agentaur may suspend or limit access if your usage threatens service integrity, violates these Terms, or creates legal risk.

5. Third-Party Services & Integrations

The Services may interoperate with third-party platforms (for example, CRM, support desk, analytics, or communication tools). Integrations are subject to the third party's terms. Agentaur is not responsible for third-party products or services and disclaims all liability arising from your use of them.

6. Intellectual Property

  • Agentaur and its licensors retain all rights, title, and interest in the Services, including related software, documentation, branding, and improvements.
  • You grant Agentaur a worldwide, non-exclusive, royalty-free license to host, process, transmit, and display Customer Data solely to provide the Services and enforce these Terms.
  • If you provide feedback or suggestions, Agentaur may use them without restriction or obligation.

7. Confidentiality

  • “Confidential Information” means non-public information disclosed by either party that is marked or should reasonably be understood as confidential.
  • The receiving party will protect Confidential Information using the same degree of care it uses for its own confidential information (and not less than reasonable care) and will only use it to perform obligations under these Terms.
  • Confidentiality obligations do not apply to information that: (a) becomes public through no fault of the receiving party; (b) was already lawfully known; (c) is independently developed; or (d) must be disclosed by law (with prompt notice where legally permitted).

8. Security & Incident Response

Agentaur implements administrative, technical, and physical safeguards designed to protect the Services and Customer Data. If we become aware of unauthorized access to Customer Data within our control, we will notify you without undue delay and cooperate with your reasonable remediation efforts, consistent with applicable law and contractual obligations.

9. Warranties & Disclaimers

  • Each party represents that it has the authority to enter into these Terms.
  • Agentaur warrants that the Services will perform materially in accordance with documentation. Your exclusive remedy for breach is re-performance of the Services or, if we cannot re-perform, a prorated refund of prepaid fees for the affected period.
  • Except as expressly provided, the Services are provided “as is” and “as available.” Agentaur disclaims all other warranties, whether express, implied, or statutory, including merchantability, fitness for a particular purpose, and non-infringement.

10. Limitation of Liability

  • Agentaur's total liability arising out of or related to these Terms will not exceed the fees paid or payable by you for the Services giving rise to the claim during the 12 months preceding the event.
  • Neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, even if advised of the possibility of such damages.
  • These limitations apply to the maximum extent permitted by law but do not limit liability for gross negligence, intentional misconduct, or amounts owed for indemnification obligations.

11. Indemnification

  • Agentaur will defend and indemnify you from third-party claims alleging that the Services infringe intellectual property rights, provided you promptly notify us and allow us to control the defense. We may modify the Services to resolve a claim or terminate access with a refund of unused prepaid fees.
  • You will defend and indemnify Agentaur against third-party claims arising from: (a) Customer Data; (b) your use of the Services in violation of law or these Terms; or (c) integrations or third-party services you enable.

12. Term, Suspension & Termination

  • These Terms remain in effect while you access the Services. Either party may terminate for cause if the other party materially breaches and fails to cure within 30 days after written notice.
  • Upon termination, your right to access the Services ends. We will make Customer Data available for export for 30 days following termination unless prohibited by law or a separate agreement.
  • Sections intended to survive termination (including payment obligations, confidentiality, IP, disclaimers, and limitations of liability) will remain in force.

13. Governing Law & Dispute Resolution

These Terms are governed by the laws of the State of California, USA, without regard to conflict-of-law principles. The parties will attempt to resolve disputes through good-faith discussions between senior executives. If unresolved within 30 days, disputes will be submitted to binding arbitration administered by JAMS in San Francisco, California, in English, by a single arbitrator. Judgment on the award may be entered in any court with jurisdiction. Either party may seek injunctive relief in court to protect its intellectual property or Confidential Information.

14. Changes to These Terms

We may update these Terms to reflect changes to the Services, legal requirements, or business practices. We will post the revised Terms on this page with an updated “Last updated” date and, if changes are material, provide additional notice (for example, email or in-product alert). Continued use of the Services after the effective date constitutes acceptance of the changes.

15. General

  • Assignment: Neither party may assign these Terms without the other's consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets.
  • Relationship: The parties are independent contractors; these Terms do not create a partnership, joint venture, or employment relationship.
  • Severability: If any provision is unenforceable, the remaining provisions remain in effect.
  • Waiver: Failure to enforce a provision is not a waiver of future enforcement.
  • Entire Agreement: These Terms, together with any order forms and additional agreements referencing them, constitute the entire agreement between the parties regarding the Services.

16. Contact

If you have questions or concerns contact us using this form: www.agentaur.com/contact