Terms of Service

These Terms of Service ("Terms") govern your access to and use of our websites, applications, and services that link to or reference these Terms, including our software, features, APIs, and related services (collectively, the "Services"). Provisions that by their nature apply only to paid services, accounts, customer-configured uses of the Services, or customer data apply only where relevant.

By accessing or using the Services in a manner covered by these Terms, you agree to these Terms. If you do not agree, do not access or use the Services.

When we say "Agenteer," "we," "us," or "our," we mean Agenteer LLC.

SMS messaging terms

This section applies only when Agenteer or an Agenteer-operated service sends text messages to you directly.

By providing your phone number to Agenteer or an Agenteer-operated service and opting in through an applicable consent mechanism, you consent to receive text messages from the applicable program. Message types may include appointment reminders, service notifications, account alerts, support follow-ups, customer-care messages, transactional messages, service updates, and promotional messages, depending on the program you opt into.

Consent to receive text messages is not a condition of purchase.

You can opt out of an SMS program at any time by replying STOP to a message you receive from that program. After you send STOP, we may send a confirmation message and will process the opt-out for the applicable program and phone number, except for messages permitted by law or sent under a separate opt-in. Reply HELP for more assistance or contact us at contact@agenteer.com.

Carriers are not liable for delayed or undelivered messages.

Message and data rates may apply. Message frequency varies based on your interactions with the applicable service or program. If you have questions about your text plan or data plan, contact your wireless provider.

For privacy practices, see our Privacy Policy.

Who these Terms apply to

These Terms apply to Customers and Individual Account Users, and they also govern access to our websites and applications that link to or reference these Terms.

• Customer: the person or entity that purchases or uses the Services for a business, organization, project, or managed service engagement.
• Individual Account User: an individual who signs up for or directly uses a Service in their own name.
• End User: any natural person, other than the Customer or Individual Account User, that interacts with a call, message, form, scheduling flow, or other use of the Services configured by a Customer.

An End User is not a party to these Terms solely because that End User interacts with a call, message, form, scheduling flow, or other use of the Services configured by a Customer. If an End User separately accesses one of our websites or applications that link to or reference these Terms, opens a direct account, purchases a Service, or accepts separate terms for a specific Service, these Terms or those separate terms may apply to that access or Service.

If you use the Services through APIs, bots, automations, integrations, or other systems you authorize or control, actions taken through those systems are treated as your actions.

When these Terms refer to "you," they mean the person or entity accessing or using the Services, as applicable in the relevant context. If you use the Services or accept these Terms on behalf of an entity, you represent that you have authority to bind that entity to these Terms.

Eligibility

You may use the Services only if you are legally able to enter into a binding agreement with Agenteer.

• To create an account, purchase a Service, or otherwise enter into a direct service relationship with Agenteer as an Individual Account User, you must be at least 18 years old or the age of majority where you live, whichever is higher.
• If you accept these Terms for an organization, you represent that you are authorized to do so.

Service scope

Our Services may be offered to businesses, organizations, and individuals. Some Services are self-serve, while others may be provided through pilots, managed services, statements of work, or other written agreements.

If a specific Service is offered with separate service-specific terms, disclosures, checkout terms, eligibility requirements, an order form, or a statement of work, those terms control for that Service to the extent of any conflict with these Terms.

Accounts and administrators

Some Services require an account.

• You are responsible for maintaining the confidentiality of your credentials and for activity under your account.
• A Customer may designate administrative users, and we may rely on their instructions for configuration, support, integrations, retention settings, and operational decisions unless we have clear reason to believe those instructions are unauthorized.
• We may suspend or require credential resets if we reasonably believe an account has been compromised or misused.

Fees and payment

If you purchase paid Services from us, you agree to pay the applicable fees, usage charges, pass-through provider charges, and taxes. Unless separate written terms say otherwise, fees are in U.S. dollars and may be charged by subscription, usage, project milestone, or invoice.

• Pricing and scope may be described on the site, in your dashboard, at checkout, in an order form, or in another written agreement.
• Payment timing is governed by the applicable checkout flow, invoice, order form, or written agreement.
• We may suspend or terminate paid Services for non-payment after notice and a reasonable opportunity to cure.
• If a specific direct-to-individual Service includes separate refund, renewal, trial, or cancellation terms, those terms control for that Service.
• Unless separate direct-service terms say otherwise, paid direct subscriptions renew for the stated billing period until canceled, cancellations apply on a forward-looking basis, and fees already paid are non-refundable except as required by law.
• If applicable law requires pre-renewal, cancellation, refund, trial, or other consumer-specific disclosures for a direct-to-individual Service, those disclosures may be provided in the applicable checkout flow, order page, or service-specific terms and control for that Service.

Ownership and intellectual property

Customer content

As between you and Agenteer, you retain your rights in the data, content, prompts, recordings, transcripts, messages, scheduling information, and other materials you or your authorized users submit to the Services, as well as outputs generated for you through your use of the Services ("Customer Content").

Agenteer intellectual property

Agenteer retains all rights in the Services and in the software, models, interfaces, documentation, templates, prompt frameworks, system prompts, other Agenteer-created prompts, service architecture, site content, and improvements we provide or make available as part of the Services. Unless a separate written agreement says otherwise, this also includes general templates, default configurations, service improvements, and other materials or deliverables that are not specific to your Customer Content.

Feedback

If you provide Agenteer with feedback, suggestions, ideas, or recommendations about the Services, you grant Agenteer a worldwide, perpetual, irrevocable, royalty-free right to use, disclose, and incorporate that feedback without restriction.

License to operate the Services

You grant Agenteer and our service providers a non-exclusive, worldwide, royalty-free right to host, store, transmit, access, use, modify, and otherwise process Customer Content only as needed to provide, secure, maintain, support, troubleshoot, comply with law or provider requirements, and enforce the Services and these Terms, and as otherwise instructed by you through the Services or in writing.

We may generate and use deidentified or aggregated usage information that does not identify you or any individual person.

Our collection and use of personal information is described in our Privacy Policy.

Restricted data and PHI

You must not submit or require the Services to process protected health information, full payment card data, voice-biometric identification or authentication data, information subject to 42 C.F.R. Part 2, or other similarly restricted data unless Agenteer has expressly approved the specific use case in a signed writing and any required addendum or other contract is fully executed.

Unless we have expressly approved a specific use case in writing and both parties have signed a business associate agreement covering that use case, the Services are not offered as HIPAA-compliant services and you must not use them with protected health information.

Your responsibilities

You may use the Services only in compliance with these Terms and applicable law.

If you operate or direct the Services for your own business, organization, or project, you are responsible for:

• the accuracy, legality, and means of acquisition of your Customer Content;
• obtaining all rights, permissions, authorizations, and consents needed for us and our providers to process those inputs;
• reviewing and approving your scripts, customer-authored prompts, routing logic, booking rules, offers, disclosures, configurations, and outputs before and during use;
• your systems, integrations, phone numbers, calendars, CRM records, domains, and other third-party services under your control; and
• determining whether and how you may lawfully use the Services for your industry, end users, jurisdictions, and use cases.

Agenteer does not provide legal advice.

Communications, recordings, and AI

You are responsible for any campaign, communications program, or other use of the Services that you configure, launch, direct, approve, or use through the Services.

This includes responsibility for:

• required consent, opt-in, opt-out, and disclosure rules;
• call recording, monitoring, transcription, and related notice or consent obligations to the extent they depend on your use of the Services, end users, jurisdictions, or use case;
• lawful sourcing and use of contact data;
• honoring do-not-call, unsubscribe, and similar suppression requests; and
• maintaining any records required by law for your use of the Services.

Communications operations and provider dependencies

The Services may depend on third-party carriers, telephony providers, email providers, messaging providers, network operators, app platforms, calendar providers, and other external systems. Delivery, routing, call completion, caller ID presentation, sender reputation, inbox placement, spam filtering, blocking, throughput, availability, and similar outcomes are not guaranteed and may be affected by provider rules, registrations, destination systems, network conditions, or factors outside Agenteer's control.

You are responsible for obtaining and maintaining any numbers, sender identities, registrations, templates, approvals, disclosures, permissions, or other prerequisites required for your use of the Services.

AI output caution

AI systems can produce inaccurate, incomplete, or unexpected results. You are responsible for reviewing and validating outputs and actions before relying on them, especially in high-stakes situations.

Acceptable use restrictions

You must not use the Services to:

• send spam, unlawful robocalls, unlawful prerecorded or artificial voice calls, or unlawful text campaigns;
• impersonate a person or organization or materially misrepresent caller or sender identity;
• engage in fraud, phishing, harassment, abuse, or deceptive conduct;
• use a voice, name, likeness, persona, or similar identity element without the rights needed for that use;
• attempt to compromise the security or availability of the Services;
• scrape, crawl, or collect data from the Services through unauthorized automated means; or
• use the Services to identify or authenticate individuals based on voice or other biometric characteristics unless we expressly agree in writing.

Service providers and customer-directed third parties

The Services rely on third-party infrastructure and service providers. Additional provider details for a specific Service, customer deployment, or contractual data-processing arrangement may be provided in applicable customer documentation or on request.

If you instruct Agenteer to connect customer-selected third-party tools such as a CRM, calendar, scheduling provider, telephony provider, or email platform, those tools remain subject to the customer's separate relationship with that provider. You are responsible for any separate provider terms, notices, permissions, and lawful basis required for those customer-directed integrations.

Beta, pilot, and evaluation features

Some features may be identified as beta, preview, pilot, or evaluation offerings. Those features may change, be discontinued, or have reduced reliability, and may be subject to additional usage limits or terms.

Suspension and termination

We may suspend, limit, or terminate access to the Services if we reasonably believe:

• you have violated these Terms;
• your use presents legal, regulatory, carrier, provider, security, abuse, or reputational risk; or
• suspension is needed to protect the Services, our users, or third parties.

Upon termination or expiration of the applicable Services, your right to use those Services stops immediately except to the extent we provide a limited post-termination access window in writing. Customer Content will be handled according to the applicable agreement, your instructions where applicable, and our Privacy Policy.

Disclaimers

The Services are provided "as is" and "as available" without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not guarantee that the Services will be uninterrupted, timely, secure, or error-free.

Limitation of liability

Nothing in these Terms limits either party's liability for fraud, willful misconduct, or liabilities that cannot be limited by law.

To the maximum extent permitted by law, Agenteer will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, goodwill, or data, arising out of or relating to the Services or these Terms.

To the maximum extent permitted by law, Agenteer's total liability for claims arising out of or relating to the Services or these Terms will not exceed the amounts you paid to Agenteer for the applicable Services in the 12 months before the event giving rise to the claim.

Indemnification

To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Agenteer and its affiliates, officers, directors, employees, contractors, and agents from and against third-party claims, liabilities, damages, losses, fines, penalties, and expenses, including reasonable attorneys' fees, arising out of or relating to:

• your Customer Content;
• your campaigns, communications programs, or other use of the Services;
• your violation of these Terms;
• your violation of applicable law; or
• your violation of third-party rights.

No third-party beneficiaries

These Terms do not confer any rights or remedies on any third party, including any End User, unless these Terms expressly state otherwise.

Changes to the Services or these Terms

We may update the Services and these Terms from time to time. If we make material changes, we will update the effective date above and, when appropriate, provide additional notice. Your continued use of the Services after the updated Terms become effective constitutes acceptance of the revised Terms.

Governing law and dispute resolution

Unless a separate written agreement states otherwise, and except to the extent applicable consumer law requires otherwise, these Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs the interpretation and enforcement of this dispute resolution section.

Before either party starts arbitration or court proceedings, that party must give the other written notice of the dispute and at least 60 days to try to resolve it informally.

To the fullest extent permitted by law, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by final and binding arbitration on an individual basis. The arbitration will be administered by the American Arbitration Association ("AAA") under its applicable rules, including any consumer rules that apply. Unless the parties agree otherwise, the arbitration will be conducted by videoconference, by written submissions, or in another remote manner permitted by the applicable rules. If an in-person hearing is required, it will take place in Delaware unless the applicable rules or law require a different location. Filing, administrative, and arbitrator fees will be allocated under the applicable AAA rules and governing law. The arbitrator may award the same relief that a court could award on an individual claim.

This arbitration requirement does not prevent either party from:

• bringing an individual claim in small claims court, if the claim qualifies;
• seeking injunctive or equitable relief in court for actual or threatened misuse of the Services, unauthorized access, breach of confidentiality, or infringement or misappropriation of intellectual property rights; or
• asking a court of competent jurisdiction to compel arbitration, stay a proceeding pending arbitration, or confirm, modify, or enforce an arbitration award.

To the fullest extent permitted by law, disputes must be brought only on an individual basis and not as a plaintiff or class member in any purported class, collective, representative, coordinated, or private-attorney-general proceeding. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of representative or class proceeding.

If 25 or more similar arbitration demands are asserted against Agenteer by the same or coordinated counsel, or otherwise in coordination, within any 90-day period, the parties agree that the AAA may administer those demands in a coordinated or batched process consistent with its rules and applicable law. Nothing in this paragraph authorizes class arbitration, representative arbitration, or relief on behalf of anyone other than the individual party to the dispute.

If any part of this dispute resolution section is held unenforceable, the remainder will remain enforceable to the fullest extent permitted by law. If the class, collective, representative, coordinated, or private-attorney-general waiver is held unenforceable for a particular claim or request for relief, then only that non-severable claim or request for relief will proceed in a court of competent jurisdiction and not in arbitration, after any arbitrable claims or issues have been resolved in arbitration to the fullest extent permitted by law.

If a dispute proceeds in court instead of arbitration, to the fullest extent permitted by law, the state and federal courts located in Delaware will have exclusive jurisdiction, and each party waives any right to a jury trial.

General terms

If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect.

Agenteer's failure to enforce any provision of these Terms is not a waiver of its right to do so later.

You may not assign or transfer these Terms without Agenteer's prior written consent, except to the extent a separate written agreement with Agenteer allows otherwise. Agenteer may assign these Terms in connection with a reorganization, financing, merger, sale of assets, or similar transaction.

Agenteer is not liable for delay or failure to perform caused by events beyond its reasonable control, including failures of third-party providers, carriers, utilities, labor disputes, natural disasters, acts of government, or internet outages.

Sections that by their nature should survive termination will survive, including ownership, fees, disclaimers, limitation of liability, indemnification, no third-party beneficiaries, governing law and dispute resolution, and these general terms.

Contact

Questions about these Terms may be sent to contact@agenteer.com.