Terms of Service

1. Acceptance of Terms

Welcome to AgenAI ("AgenAI," "we," "us," or "our"). AgenAI is an AI implementation company providing consulting, development, optimization, and integration services. Before you ("Client," "you," "your") engage with our website, products, or services (collectively, the "Services"), please carefully review these Terms of Service ("Terms"). By accessing or using our Services, you agree to be bound by these Terms and any additional guidelines, policies, or rules posted on our website (the "Site"). If you do not agree, you must not access or use our Services.

1.1 Binding Agreement

By purchasing, accessing, or otherwise using the Services provided by AgenAI, you acknowledge that you have read, understood, and agree to be legally bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms; in that case, "you," "your," or "Client" will refer to that entity.

1.2 Updates

AgenAI reserves the right to revise or update these Terms at any time. When we do, we will revise the "Last Updated" date at the top. Your continued use of the Services after any changes to the Terms constitutes your acceptance of the updated Terms.

2. Scope of Services

2.1 Consulting

• AI Strategy & Assessment: AgenAI conducts feasibility analyses, cost-saving opportunity identification, data and system compatibility evaluations, and provides fractional AI strategy consulting.
• AI Adoption & Training: We offer workshops, hands-on guidance, and change management services to help your teams effectively utilize AI solutions.

2.2 Services

• AI Implementation & Integration: AgenAI designs and deploys AI solutions, including AI-driven integrations with business finance platforms, data extraction, and generative AI tools.
• AI Data Management & Automation: Our AI agents clean, structure, and analyze data, optimize databases, and automate data extraction and reconciliation processes.

2.3 Solutions

• AI for FP&A (Financial Planning & Analysis): Development of real-time AI financial dashboards, spreadsheet workflow automation, AI-assisted variance analysis, and more.
• Custom AI Model Development: We build proprietary AI models, leveraging your specific data for internal knowledge retrieval and business intelligence.

2.4 Process Overview

AgenAI follows a four-step process for AI implementation:

1. Assessment – Thorough analysis to identify AI opportunities.
2. Strategy – Customized planning aligned with business goals.
3. Implementation – Execution with continuous testing and refinement.
4. Optimization – Ongoing performance monitoring and improvements.

2.5 Nature of AI Agents

AgenAI may develop or deploy various types of AI agents:

• Interactive AI Agents: Real-time interaction with users.
• Semi-autonomous Agents: Independent operation with periodic human oversight.
• Autonomous Agents: Routine task automation with minimal human intervention.

Disclaimer: While our AI agents and solutions are designed to deliver efficient and accurate results, all outputs should be reviewed and validated by the Client. AI is subject to inherent limitations, and AgenAI does not guarantee error-free or infallible performance.

3. Eligibility and Client Responsibilities

3.1 Eligibility

The Client affirms that it has full legal capacity to enter into these Terms. You may not use our Services if you are legally barred from doing so under the laws of your jurisdiction.

3.2 Client Data and Cooperation

• You agree to provide AgenAI with all necessary information, data, and materials in a timely manner to enable us to perform our Services effectively.
• You represent and warrant that you have the rights and permissions to share any data or materials provided to AgenAI for the purpose of AI model development, analysis, or integration.

3.3 Client Obligations

• You are responsible for ensuring that your use of the Services complies with applicable laws and regulations, especially those pertaining to data protection, privacy, and financial reporting.
• You agree not to use our Services for unlawful activities or in a manner that infringes upon any third party's rights.

4. Access and Use of Services

4.1 Permitted Use

AgenAI grants you a limited, non-exclusive, non-transferable, and revocable license to access and use the Services strictly in accordance with these Terms and any applicable agreements.

4.2 Prohibited Activities

You shall not, nor permit any third party to:

• Use the Services in a way that violates any law, regulation, or the rights of others.
• Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of our proprietary software or AI models.
• Interfere with or disrupt the operation of the Services or servers/networks connected to the Services.
• Use the Services to build or enhance a competing product or service.

4.3 Third-Party Integrations

Our Services may integrate with third-party tools or platforms (e.g., financial software, databases). You acknowledge that your use of such third-party platforms is governed by their terms of service, and AgenAI is not responsible for the functionality or security of any third-party service.

5. Intellectual Property

5.1 Ownership

All custom implementations, solutions, and deliverables created specifically for you ("Custom Solutions") become your exclusive property upon full payment. This includes all associated intellectual property rights, source code, documentation, and any other materials created as part of the Custom Solutions.

5.2 Client Rights

• You receive full ownership and intellectual property rights to all Custom Solutions developed for you
• You have the right to modify, distribute, or sell the Custom Solutions as you see fit
• You may engage any third party to maintain or modify the Custom Solutions

5.3 Third-Party Components

If the Custom Solutions include any third-party components (such as open-source software), those components remain subject to their original licenses and terms.

5.4 Feedback

If you provide feedback, suggestions, or comments regarding our Services, you grant us permission to use such feedback to improve our service delivery processes, while maintaining confidentiality of your specific implementation details.

6. Confidentiality and Data Protection

6.1 Confidential Information

During the course of the engagement, either party may have access to the other party's confidential or proprietary information ("Confidential Information"). Each party agrees to protect the other's Confidential Information using at least the same degree of care it uses to protect its own Confidential Information, and not to disclose such Confidential Information to any third party without prior written consent.

6.2 Data Protection

• AgenAI will handle all personal data (if any) in accordance with applicable data protection laws and our Privacy Policy.
• Where legally required, the parties will enter into a data processing agreement or other required contracts for handling personal data.

6.3 Data Retention & Deletion

At your request, or upon termination of these Terms (and subject to any legal obligations), AgenAI will securely delete or return all Client data in its possession.

7. Fees, Payment Terms, and Taxes

7.1 Fees

The fees for our Services will be outlined in a separate quotation, proposal, or statement of work. Unless otherwise agreed, all invoices shall be paid in full within [30] days of the invoice date.

7.2 Late Payments

Late payments may be subject to interest at a rate of [x%] per month or the highest rate allowed by law, whichever is lower.

7.3 Taxes

You are responsible for paying any applicable taxes, duties, or levies imposed by any governmental authority in connection with your use of the Services.

8. Disclaimers

8.1 No Warranty

The Services are provided on an "AS IS" and "AS AVAILABLE" basis. AgenAI disclaims all warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy of results.

8.2 AI Limitations

AI solutions offered by AgenAI are subject to inherent limitations, such as potential errors in data processing or interpretation. The Client acknowledges and agrees that any AI insights, outputs, or recommendations serve as decision-support tools and must be evaluated in conjunction with professional judgment.

8.3 Third-Party Services

AgenAI is not responsible for any third-party services, tools, or integrations that may be used or recommended as part of the Services. The Client acknowledges that such services are governed by their respective terms and conditions.

9. Limitation of Liability

9.1 Exclusion of Certain Damages

To the maximum extent permitted by law, AgenAI and its officers, employees, agents, or affiliates shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to loss of profits, revenues, data, or business opportunities.

9.2 Cap on Liability

In no event shall AgenAI's total cumulative liability for all claims arising from or relating to these Terms or the Services exceed the total amount paid by the Client to AgenAI in the twelve (12) months preceding the date the claim arose.

9.3 Basis of the Bargain

The limitations of liability set forth in these Terms are fundamental elements of the basis of the bargain between you and AgenAI. You agree that AgenAI would not be able to provide the Services on an economically feasible basis without such limitations.

10. Indemnification

You agree to defend, indemnify, and hold harmless AgenAI, its officers, directors, employees, and agents from and against all claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including attorneys' fees) arising out of or related to:

1. Your use or misuse of the Services;
2. Your breach of any provision of these Terms;
3. Your violation of applicable laws, regulations, or the rights of any third party.

11. Term and Termination

11.1 Term

These Terms remain in effect until terminated by either party in accordance with this Section.

11.2 Termination for Convenience

Either party may terminate these Terms for any reason upon [30] days' prior written notice to the other party.

11.3 Termination for Breach

Either party may terminate these Terms immediately if the other party is in material breach and fails to cure such breach within [10] days of receiving written notice.

11.4 Effect of Termination

Upon termination:

• All licenses and rights granted to you under these Terms shall immediately cease.
• You shall promptly pay any outstanding fees due to AgenAI.
• The confidentiality obligations, limitation of liability, indemnification, and any other provisions intended by their nature to survive shall survive termination.

12. Governing Law and Dispute Resolution

12.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of [Your Jurisdiction], without regard to its conflict of law principles.

12.2 Venue

Any dispute arising out of or related to these Terms shall be resolved exclusively in the state or federal courts located in [Your Jurisdiction], and each party consents to the personal jurisdiction of such courts.

12.3 Alternative Dispute Resolution

The parties may mutually agree to submit any disputes to mediation or arbitration before pursuing litigation, provided such agreement is in writing and clearly specifies the terms of the mediation or arbitration.

13. General Provisions

13.1 Independent Contractors

The relationship between you and AgenAI is that of independent contractors. These Terms do not create any partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

13.2 Assignment

You may not assign or transfer these Terms, in whole or in part, without AgenAI's prior written consent. Any attempt to assign without consent shall be null and void. AgenAI may assign these Terms in the event of a merger, acquisition, or sale of all or substantially all of its assets.

13.3 Force Majeure

AgenAI shall not be liable for any failure or delay in the performance of its obligations due to events beyond its reasonable control, including but not limited to natural disasters, wars, strikes, or government regulations.

13.4 Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

13.5 No Waiver

No waiver of any breach or default shall be deemed a waiver of any subsequent breach or default.

13.6 Entire Agreement

These Terms, along with any referenced agreements or addenda, constitute the entire agreement between you and AgenAI relating to the subject matter herein and supersede all prior oral or written communications.

14. Contact Information

If you have any questions about these Terms or the Services, please contact us at:

AgenAI™
(813) 737-7278
contact@agen-ai.com