Last updated: 2024-09-01
This Services Agreement ("Agreement") is entered into by and between AgentCells, Inc. ("AgentCells," "we," or "us") and you or the entity you represent ("you"). This Agreement governs your access and use of the AgentCells web application, AI-powered cell application for building apps and automating workflows, and related services (collectively, the "Services"). The Agreement is effective as of the date you indicate acceptance or otherwise access or use the Services (the "Effective Date").
PLEASE READ THIS AGREEMENT CAREFULLY. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE THE SERVICES.
We may modify this Agreement from time to time. We will notify you of material changes by email or through the Services at least 30 days before the changes take effect. Your continued use of the Services after the effective date constitutes acceptance of the modified terms. If you do not agree to the changes, you must stop using the Services before the effective date.
The Services include our web application, AI-powered cell application, and related tools for building apps and automating workflows. We may update, modify, or discontinue any part of the Services at our discretion, with reasonable notice to you.
Subject to this Agreement, we grant you a limited, non-exclusive, non-transferable, and revocable right to access and use the Services for your internal business or personal purposes.
To use the Services, you must create an account. You may create accounts for authorized users within your app ("Users"). You are responsible for all activities under your account and must:
a) Provide accurate and complete information b) Maintain the security of account credentials c) Promptly notify us of any unauthorized access d) Ensure all Users comply with this Agreement
You represent that you and all Users are at least 18 years old. We reserve the right to request proof of age. If we discover that a User is under 18, we may terminate their account.
You agree not to:
a) Use the Services for any illegal purpose or in violation of any laws b) Interfere with or disrupt the integrity or performance of the Services c) Attempt to gain unauthorized access to the Services or related systems d) Use the Services to infringe on intellectual property rights e) Transmit any viruses or other malicious code f) Engage in any activity that could damage, disable, or impair the Services
"Your Data" means any data, content, or information submitted by you or your Users to the Services. You retain all rights in Your Data. You grant us a worldwide, non-exclusive, royalty-free license to use, copy, transmit, and display Your Data to provide and improve the Services.
We may collect and use data about your use of the Services ("Usage Data") to provide and improve the Services. We may use aggregated and anonymized Usage Data for any purpose.
We implement reasonable security measures to protect Your Data. However, no method of transmission or storage is 100% secure. You are responsible for maintaining the security of your account credentials.
Our Privacy Policy, incorporated by reference, governs our collection and use of personal information.
We retain all rights, title, and interest in the Services, including all related intellectual property rights. No rights are granted to you other than as expressly set forth herein.
If you provide feedback or suggestions about the Services, we may use this information without restriction or compensation to you.
If the Services allow you to upload or create content, you retain ownership of such content. You grant us a worldwide, non-exclusive, royalty-free license to use, copy, transmit, and display this content in connection with providing the Services.
AgentCells owns and will own all right, title, and interest in and to aggregations, modifications, analyses, enhancements, and derivative works of or regarding Your Data made by or on behalf of AgentCells ("Usage Data"). AgentCells may use Usage Data for any purpose, including improving the Services and developing new products or services.
The Services may integrate with or enable access to third-party services. These services are subject to their own terms and privacy policies. We are not responsible for any third-party services.
The Services may contain links to third-party websites or resources. We are not responsible for the content, products, or services on or available from those websites or resources.
You agree to pay all fees specified for the Services. All fees are non-refundable except as expressly set forth in this Agreement.
Fees are exclusive of taxes. You are responsible for paying all taxes associated with your use of the Services, except for taxes based on our net income.
We will charge the payment method you specify. If your payment is overdue, we may suspend your access to the Services after providing notice. You are responsible for all costs we incur in collecting overdue amounts.
We may change our fees at any time. We will notify you of any fee changes at least 30 days in advance. If you do not agree to the fee changes, you must stop using the Services before the changes take effect.
This Agreement remains in effect until terminated by you or us.
You may terminate this Agreement at any time by ceasing all use of the Services and closing your account.
We may terminate or suspend your access to the Services:
a) For breach of this Agreement, upon 30 days' notice if the breach is curable and you fail to cure the breach within the notice period b) Immediately, if you breach this Agreement in a manner that cannot be cured c) Immediately, if required to comply with law or prevent harm to the Services or other users d) For any reason or no reason, upon 90 days' advance notice to you
Upon termination:
a) Your right to use the Services ceases immediately b) We may delete Your Data after 30 days, unless legally prohibited c) Sections 5, 8.4, 9, 10, 11, and 12 will survive termination
If we terminate your account without cause, we will provide a pro-rata refund of any prepaid fees. No refunds will be issued for termination due to breach.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
We warrant that the Services will perform materially in accordance with our published specifications.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO THIS AGREEMENT.
EXCEPT FOR LIABILITY ARISING FROM SECTION 11 (INDEMNIFICATION), EACH PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF $10,000 OR THE AMOUNT PAID BY YOU TO US IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
The limitations in this Section 10 do not apply to breaches of confidentiality obligations, violations of a party's intellectual property rights, or liabilities that cannot be limited by law.
You will indemnify, defend, and hold harmless AgentCells from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
a) Your use of the Services in violation of this Agreement or applicable law b) Your Data, including any claim that Your Data infringes or misappropriates a third party's rights c) Your violation of any third-party rights
We will indemnify, defend, and hold you harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of any claim that the Services infringe or misappropriate a third party's intellectual property rights.
The indemnifying party's obligations are conditioned on the indemnified party: (a) promptly giving notice of the claim; (b) giving sole control of the defense and settlement to the indemnifying party; and (c) reasonably cooperating in the defense and settlement.
This Agreement is governed by the laws of the State of California, without regard to its conflict of laws principles.
Any dispute arising from this Agreement will be resolved through binding arbitration conducted by the American Arbitration Association in Orange County, California. The arbitrator's award will be final and binding and may be entered in any court of competent jurisdiction.
Either party may seek injunctive relief in court to prevent irreparable harm or to enjoin any intellectual property rights violations. Any claim must be brought in an individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding.
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements regarding the subject matter hereof.
If any provision of this Agreement is held invalid or unenforceable, it will be replaced with a valid provision that comes closest to the intent of the original provision.
No failure or delay in exercising any right under this Agreement will constitute a waiver of that right.
You may not assign this Agreement without our prior written consent. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of our assets.
Neither party will be liable for any failure or delay in performance due to circumstances beyond its reasonable control.
All notices must be in writing and will be deemed given when delivered personally, sent by confirmed email, or three days after being sent by registered or certified mail.
The Services may be subject to export laws and regulations. You agree to comply with all such laws and regulations.
If you are a U.S. Government entity, your use of the Services is as a "Commercial Item" as defined at 48 C.F.R. 2.101, and the rights granted to you are only those granted to all other users.
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or employment relationship between the parties.
Notwithstanding any terms to the contrary in this Agreement, you consent to AgentCells' use of your name and logo on the AgentCells website and on AgentCells' promotional and marketing-related materials, identifying you as a customer of AgentCells and describing your use of the Services.
AgentCells may choose to electronically deliver all communications with you, which may include email to the email address on or linked to your Account. AgentCells' electronic communications to you may transmit or convey information about action taken on your request, portions of your request that may be incomplete or require additional explanation, any notices required under applicable law, and any other notices under this Agreement. You agree to do business electronically with AgentCells and to electronically receive all current and future notices, disclosures, communications, and information, and that such electronic communications satisfy any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received on the day of receipt as evidenced by such email.
AgentCells may, by itself or through an independent third party, audit your use of the Services to verify your compliance with the terms and conditions of this Agreement. You agree to provide reasonable access to your systems and records for purposes of conducting these audits.
Except for payments due under this Agreement, neither party will be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond its reasonable control including, but not limited to, acts of God (fire, storm, floods, earthquakes, etc.), acts of terrorism, civil disturbances, disruption of telecommunications, disruption of power or other essential services, interruption or termination of any services provided by any third-party service providers, labor disturbances, vandalism, cable cut, computer viruses or other similar occurrences, or any malicious or unlawful acts of any third party.
By using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement.
END OF TERMS
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