We provide tailored artificial intelligence tools for real estate agents to save time, make more money and reach new levels of success via our AI-powered software tools, agents, portal and apps, as described on our Website (Software).
Agent AI is provided by Noble Five Pty Ltd, an Australian business with ABN 45 617 693 099 (‘we’, ‘our’ or ‘us’) and these terms and conditions (Terms) govern your access to the Software and us providing you any other goods and services as set out in these Terms (Subscription). You can view the most updated version of our Terms at: https://agentai.ai/terms-of-use (Website). Please read these terms and conditions carefully before agreeing to proceed with your Subscription.
Your Subscription is for the tiered package as selected by you and agreed between us by means of the Website (Subscription Tier).
Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees, unless you notify us that you want to cancel your Subscription in accordance with clause 15. Please ensure you contact us if you want to cancel your Subscription.
We may change these Terms at any time by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended.
In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.
Please read these terms and conditions carefully before agreeing to proceed with your Subscription.
In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.
By clicking the “I accept these Terms” button on our Website, paying for your Subscription or otherwise accepting the benefit of any part of your Subscription, you agree to be bound by these Terms which form a binding contractual agreement between you the person acquiring a Subscription or the company you represent and are acquiring the Subscription on behalf of (‘you’ or ‘your’) and us.
We may change these Terms at any time by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended.
By accepting these Terms, you represent and warrant that:
The Software is not intended for unsupervised use by any person under the age of 18 years old or any person who has previously been suspended or prohibited from using the Software. By using the Software, you represent and warrant that you are over the age of 18 years and accessing the Software for commercial use.
Please do not access the Software if you are under the age of 18 years old and do not have your parent or guardian's consent, if you are under 16 or if you have previously been suspended or prohibited from using the Software.
If you are signing up not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “your” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Solution on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.
Your Subscription and these Terms commence on the date you agree to be bound by these Terms (as set out at the beginning of these Terms) and continues for the Subscription Period and any Renewal Periods applicable, unless terminated earlier in accordance with clause 15.
Subject to clause 3(c), upon expiration of the Subscription Period, this agreement will automatically and indefinitely renew on an ongoing basis for a period equal to the Subscription Period (Renewal Period).
This agreement will not automatically renew on expiry of the Subscription or Renewal Period (Renewal Date), if you use the unsubscribe functionality on our Website prior to the Renewal Date.
Where you have chosen an annual Subscription Period or Renewal Period, at least 30 days prior to the expiry of the Renewal Date, we will provide you with advanced written notice of the agreement renewing and any applicable changes to the Subscription Fees or these Terms (Renewal Notice).
We will provide you, to the extent described in your Subscription Tier, the Software, the Portal and the Documentation (Solution).
Your Subscription includes the benefits, inclusions, and limitations of your Subscription Tier as set out on our Website, including the specified number workspaces, tokens, and active seats included with your Subscription (Subscription Inclusions), or as otherwise communicated to you when you subscribe for your Subscription (and as amended from time to time by notice to you).
(Accounts) To use the Solution, each User will be required to sign-up, register and receive an account through the Portal (or Website) (an Account).
(Provide Information) As part of the Account registration process and as part of your continued use of the Software, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos and video, audio files, profile information, payment details, ratings and reviews, verified identifications, verified certifications and authentication, and other information as determined by us from time to time.
(Warranty) You warrant that any information you give to us in the course of completing the Account registration process is accurate, honest, correct and up-to-date.
(Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Software and provide you with an Account.
(AI Specific Personalisation) The Software will personalise certain outputs and functionality to the individual User based on certain inputs during the Account creation process and instructions from the Users whilst using the Software. You are responsible for the inputs made, information provided, and instructions given to the Software during Account creation and in the general use of the Software.
You acknowledge and agree that the Solution utilises advanced algorithms and machine learning techniques to provide you with a wide range of outputs across marketing, sales, customer and whole of business operations including, but not limited to marketing content, social media posts, valuation reports, property information, market appraisals, trend analysis, business materials or customer engagements including, but not limited to, suburb profiles, email or letter templates or responses, marketing content, social media posts, valuation reports, market or trend analysis (each an “Output”) based on User inputs, instructions, and integrated data sources (each an “Input”).
By submitting an Input to the Software, you represent and warrant that, and must ensure that all Users make equivalent representations and warranties:
(Inherent Limitations). While we strive to ensure the highest level of accuracy, errors may occur due to the inherent limitations of artificial intelligence. We do not warrant or guarantee the accuracy, completeness, or reliability of any Output or other information provided by the Software. Users acknowledge and agree that any reliance on any Outputs from the Software is at their own risk.
(No Professional Advice) You acknowledge and agree that any information provided to you as part of or in connection with the Solution and any Output is intended to be general in nature, may not be suitable for your circumstances and does not constitute financial, legal or any other kind of professional advice.
(No Guaranteed Outcome) You acknowledge and agree that we cannot guarantee that by any Output, you (or any User) will achieve a particular result or decision (including any third party decision). Any such outcomes are subject to factors beyond our control. Before relying on any Output, you have conducted your own independent assessment and evaluations in accordance with your business needs.
(Output Review) You must ensure that you (and each User) reviews each Output independently to confirm that it is correct and suitable for your purposes before using that Output. We shall not be held liable for any errors, omissions, or damages arising from the use of the Solution or reliance on an Output, including but not limited to financial losses, loss of business opportunities, or reputational damage.
(No Responsibility) By using our Solution, you acknowledge that errors may occur and accept the risk associated with potential inaccuracies. You agree to hold us harmless and indemnify us from any claims, liabilities, losses, or expenses arising out of or related to the use of our Software or reliance on translated content.
(Compliance With Laws) It is your responsibility to comply with applicable Laws relevant to your business, including industrial relations Laws and privacy Laws.
(Licence) While your Subscription is maintained, we grant to you a non-exclusive, non-transferable licence to use the Software and Documentation for the Number of Active Seats. If your Subscription Tier on the Website does not specify a Number of Active Seats, your licence to use the Solution under this clause will be limited to one User (i.e., the Number of Active Seats will be one).
(Enhancements) We may from time to time, in our absolute discretion, release enhancements to the Software, meaning an upgraded, improved, modified or new versions of the Software (Enhancements). Any Enhancements to the Software will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.
(Changes) We may change any features of the Solution at any time on notice to you.
(Fair Use) The use of the Software by you (and any User) is subject to fair and reasonable usage in accordance with our Fair Use Policy set out on our Website from time to time (Fair Use Policy). If you use the Software in any way which is contrary to the Fair Use Policy, we may limit your access to the Software or specific features within the Software.
We will provide general support where reasonably necessary to resolve technical issues with the Software (Support Services). Unless otherwise agreed in writing:
we will take reasonable steps to provide Support Services where necessary (you must first endeavour to resolve any issues with the Software internally and we will not assist with issues that are beyond our reasonable control);
we will use our best endeavours to respond to requests for Support Services and you acknowledge that we may not be available 24/7 or respond within a particular time frame;
where particular service levels are set out on our Website or the Portal (Service Levels), Service Levels are indicative and if we are not able to meet a Service Level, for any reason, you will not have any claim for loss arising from any delay and we will use its best endeavours to respond to or resolve the relevant issue as soon as possible;
you are responsible for all internal administration and managing access, including storing back-up passwords and assisting your Users to access and use the Software; and
you will not have any claim for delay to your access to the Software due to any failure or delay in Support Services.
While you have an active Subscription, you may also directly request that we provide additional professional services which fall outside the scope of your Subscription Tier inclusions including, but not limited to, assisting with providing or workshopping Inputs or data analysis (Professional Services). You acknowledge and agree that we cannot guarantee any particular result or Output by providing the Professional Services and the Professional Services are based on our opinion and experience only.
Upon receiving a request for Professional Services, we will provide you with a proposed Work Order setting out the scope of work and additional fees payable for your approval. If the Work Order is approved, we will provide the Professional Services in accordance with the agreed scope.
You acknowledge and agree that:
You acknowledge and agree that, unless otherwise specifically stated, any additional Fees for Professional Services are non-refundable and payable in addition to your Subscription Fees notwithstanding that you may not have used all of your Subscription Inclusions for your Subscription at the time that the Professional Services are requested.
Where there is an approved Work Order, you may be required to pay a “change in scope” fee in an amount reasonably determined by us (Change Fee) for additional Professional Services which alter the scope set out in the relevant Work Order and require us to perform additional work or incur additional costs (Changes).
Unless otherwise agreed in writing, we may at our discretion extend or modify any delivery schedule or deadlines for the Professional Services as may be reasonably required by such Changes.
We will only be required to perform Changes, if:
From time to time, whilst you have an active Subscription, you may request specific customisations to the Solution or specific features within the Software or integrations within your existing IT systems or the systems of a third party (Customisations).
Upon receiving a request for Customisation, we will provide you with a quote to complete the Customisation (Customisation Services) with a proposed scope including an estimation of the fees payable by you for those Customisation Services (Customisation Fees) for your approval.
If the proposed scope is approved, we will provide the Customisation Services in accordance with the agreed scope.
You acknowledge and agree that:
Any Customisations to the Software (including Customisations or changes made to the Software to enable integration of the Software with your IT systems) are Developed IP which vests in us in accordance with clause 9.
We will store User Data you upload to the Software using a third party hosting service selected by us (Hosting Services), subject to the following terms:
(hosting location) You acknowledge and agree that we may use storage servers to host the Software through cloud-based services, and potentially other locations outside Australia.
(service quality) While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the Hosting Services will be free from errors or defects or that User Data will be accessible or available at all times.
(security) We will use our best efforts to ensure that User Data is stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to User Data, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
(backups & disaster recovery) In the event that User Data is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects.
You agree to:
provide us with all documentation, information and assistance reasonably required by us to provide you functional access with the Solution; and
provide us with access to any third party or other accounts used by you (including log-in details and passwords), as is reasonably required by us to provide you to functional access the Solution.
You warrant that all information, documentation and other Material you provide to us for the purpose of receiving the Solution is complete, accurate and up-to-date.
You release us from all liability in relation to any loss or damage arising out of or in connection with the Solution, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by you being incomplete, inaccurate or out-of-date.
You acknowledge and agree that, where your Account and Subscription Tier includes access to the Solution for multiple Users, you are responsible for:
the management of the settings which apply to those Users, including, without limitation, sending access invitations to Users, restricting or granting permissions to Users, and grouping of Users or for providing the correct information so that we can manage this on your behalf; and
providing relevant credentials to allow us to complete any third-party integrations in accordance with clause 10.2.
You must, and must ensure that all Users, comply with these Terms (and any End User Licence Agreement) at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel's, or any User's, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.
You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:
If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.
You agree, and you must ensure that all Users agree:
You must pay subscription fees to us in the amounts specified on the Website for your Subscription Tier, or as otherwise agreed in writing (Subscription Fees), and any other fees payable under these Terms (Fees).
Unless otherwise specified, all Fees must be paid in advance and are non-refundable for change of mind.
Unless otherwise agreed in writing, the Subscription Fees are due and payable on a recurring basis for the duration of your Subscription, with the first payment being due on the first day of the Subscription Period and at the beginning of every Renewal Period thereafter.
Subject to clause 8.3:
Your Subscription will continue to renew on an automatic indefinite basis unless you notify us that you wish to cancel in accordance with this clause 8.
While your Subscription is maintained, your Subscription Fees will continue to be debited at the beginning of each Renewal Period from the payment method you nominated when you registered for an Account.
By signing up for a recurring Subscription, you acknowledge and agree that your Subscription has an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to your cancellation of your Subscription.
We may, from time to time, change our Subscription Fees and provide you with at least 10 Business Days' notice prior to the changes. During this time, you have the opportunity to cancel your Subscription with us. If you do not cancel your Subscription, the new Subscription Fees will take effect at the start of your next Renewal Period.
We reserve the right to suspend all or part of the Solution indefinitely if you fail to pay any Fees in accordance with this clause 8.
Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.
We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).
We may use third-party online payment partner, currently Stripe (Online Payment Partner) to collect Fees.
You acknowledge and agree that:
You have the right to reject any terms and conditions of the Online Payment Partner. If you reject those terms, we cannot provide you with the Subscription and clause 15 will apply.
(Our ownership) We retain ownership of all Materials provided to you throughout the course of your Subscription in connection with the Software (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and software), any Outputs from the Software, and any improvements made to the Software or new Materials created as part of any Professional Services (Software Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us in the Software Content not expressly granted to you. To the extent that any User Data is incorporated in an Output, you grant us a perpetual, non-exclusive, royalty-free, transferable, worldwide and irrevocable licence to use that User Data, including the right to sub-licence.
(Licence to you) You are granted a licence to the Software Content, for the Number of Active Seats and Subscription Inclusions, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Software. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Software Content without prior written consent from us or as otherwise permitted by law.
Our Rights and Obligations
In addition to any licence granted to use under clause 9.1(a), you grant to us (and our Personnel) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use User Data to the extent reasonably required to provide the Solution, and for our internal business purposes, including to improve the Solution and our other products and services, and including to apply machine learning and other analytics processes to the User Data, to gain commercial insights and other associated learnings, and to improve the Solution, our business and our other products and services.
We reserve the right to remove any User Data at any time, for any reason, including where we deem User Data to be inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist.
Your Obligations and Grant of Licence to Us
You are responsible for ensuring that:
You:
In providing you the Solution, we use services supplied by third parties to power the Software. Your use of the Solution is subject to the terms and conditions of those third party (Third Party Terms). The Third Party Terms which apply to your use of the Solution include those set out in our sub-processors list, made available through a customer service request, or found in the support section of the Website.
Provided that we have notified you of such Third Party Terms and provided you with a copy of those terms, you agree to any Third Party Terms applicable to any goods or services supplied by a third party that we acquire as part of providing the Solution to you and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
You have the right to reject any Third Party Terms. If you reject the Third Party Terms, we cannot provide the Solution to you and clause 15 will apply.
You acknowledge and agree that issues can arise when data is uploaded to software, when data is transferred between different software programs, and when different software programs are integrated together. We cannot guarantee that integration processes between the Software and other software programs will be free from errors, defects or delay.
You agree that we will not be liable for the functionality of any third party goods or services, including any third party software, or for the functionality of the Software if you integrate it with third party software, or change or augment the Software, including by making additions or changes to the Software code, and including by incorporating APIs into the Software.
If you add third party software or software code to the Software, integrate the Software with third party software, or make any other changes to the Software, including the Software code (User Software Changes), then:
Except as contemplated by these Terms, a party must not, and must not permit any of its Personnel, use or disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party's prior written consent.
Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information.
The notifying party will investigate each potential, actual or suspected breach of confidentiality and assist the other party in connection with any related investigation.
We collect personal information about you in the course of providing you with the Solution, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy which can be found at: https://agentai.ai/privacy-policy.
Our Privacy Policy contains more information about how we use, disclose and store your personal information and details how you can access and correct your personal information.
By agreeing to these Terms, you agree to our handling of personal information in accordance with our Privacy Policy.
(Warranties) We warrant that:
(Errors) We will correct any errors, bugs or defects in the Software which arise during your Subscription and which are notified to us by you, unless the errors, bugs or defects:
(Service Limitations) While we will use our best endeavours to ensure the Solution is working for its intended purpose, you acknowledge and agree that from time to time, you may encounter the following issues:
(Exclusion) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in these Terms are excluded.
(Consumer law) Nothing in these Terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.
To the maximum extent permitted by law and subject to clause 13.2(b), the total liability of each party in respect of loss or damage sustained by the other party in connection with these Terms or the Solution is limited to the total Fees paid to us by you in the 3 months preceding the date of the event giving rise to the relevant liability.
Clause 13.2(a) does not apply to your liability in respect of loss or damage sustained by us arising from a breach of clauses 4, 7, 8, 9, 10.2, 11, and 14.
To the maximum extent permitted by law, neither party will be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue in connection with these Terms or any goods or services provided by us, except:
in relation to a party's liability for fraud, personal injury, death or loss or damage to tangible property;
to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth);
in respect of your liability in respect of loss or damage sustained by us arising from a breach of clauses 4, 7, 8, 9, 10.2, 11, and 14.
You may notify us that you would like to upgrade or downgrade your Subscription Tier or the Number of Active Seats or any other Subscription Inclusions at any time. If you do, we will:
If you choose to downgrade your Subscription Tier, Number of Active Seats or Subscription Inclusions, access to the new Subscription Tier or Number of Active Seats and the new Subscription Fees will apply from the start of the next Renewal Period, unless we notify you otherwise. We generally do not pro-rate downgrades in between Renewal Periods, however we reserve the right to do so from time to time.
If you choose to downgrade your Subscription, you acknowledge and agree we are not liable, and you release us from all claims in relation to, any loss of content, features, or capacity, including any User Data.
Either party may cancel or terminate your Subscription for convenience by providing 5 Business Days' notice to the other party.
Either party may cancel your Subscription immediately by written notice if there has been a Breach of these Terms.
A “Breach” of these Terms means:
Upon termination of this agreement:
you will no longer have access to the Software, your Account, or your User Data and we will have no responsibility to store or otherwise retain any User Data (and you release us in respect of any loss or damage which may arise out of us not retaining any User Data beyond that point);
unless agreed in writing, any Subscription Fees that would otherwise have been payable after termination for the remainder of the relevant Renewal Period will remain payable and, to the maximum extent permitted by law, no Subscription Fees already paid will be refundable; and
each party must comply with all obligations that are by their nature intended to survive the end of this agreement.
Upon termination or expiry of these Terms, except where required by law, we may delete data and material associated with your or your User's Account, including User Data and any Outputs.
We may not be able to recover any such data or content after the expiry of these Terms. You acknowledge and agree that it is your responsibility to back up any User Data, Outputs, or other information stored on the Software or Portal prior to the expiry of these Terms.
We will not be responsible to you, or any User, for, and we expressly disclaim any liability for, any cost, loss, damages or expenses arising out the cancellation, termination or expiry of these Terms and any loss of data.
A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.
We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event.
If a Force Majeure Event occurs, we must use reasonable endeavours to notify you of:
Subject to compliance with clause 17(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
For the purposes of this agreement, a Force Majeure Event means any:
A notice or other communication to a party under these Terms must be:
Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given:
whichever is earlier.
This agreement is governed by the law applying in New South Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.
An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.
This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.
(singular and plural) words in the singular includes the plural (and vice versa);
(currency) a reference to $; or “dollar” is to Australian currency;
(gender) words indicating a gender includes the corresponding words of any other gender;
(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
(person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
(party) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
(document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
(headings) headings and words in bold type are for convenience only and do not affect interpretation;
(includes) the word “includes” and similar words in any form is not a word of limitation; and
(adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.
| Term | Definition |
|---|---|
| Confidential Information | means information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information, which is or becomes, without a breach of confidentiality, public knowledge. |
| Documentation | means all manuals, help files and other documents supplied by us to you relating to the Software, whether in electronic or hardcopy form. |
| End User Licence Agreement | means the End User Licence Agreement to be entered into by each User before being given access to the Software. |
| Hosting Services | has the meaning given in clause 6. |
| Input | has the meaning set out in clause 4.3(a). |
| Intellectual Property Rights | means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement. |
| Material | means tangible and intangible information, documents, reports, software (including source and object code), inventions, data and other materials in any media whatsoever. |
| Number of Active Seats | means the number of Users which the Solution is made available to, in accordance with your Subscription Tier. |
| Output | has the meaning set out in clause 4.3(a). |
| Portal | means the Agent AI Portal accessible at https://app.agentai.ai/ or via the Website. |
| Personnel | means, in respect of a party, its officers, employees, contractors (including subcontractors) and agents. |
| Software | has the meaning given in the first paragraph of these Terms. |
| Software Content | has the meaning set out in clause 9.1(a). |
| Solution | has the meaning set out in clause 4.1. |
| Subscription | has meaning given in the first paragraph of these Terms. |
| Subscription Fees | has the meaning set out in clause 8 of these Terms. |
| Subscription Inclusions | means the benefits, inclusions, and limitations of your Subscription Tier as set out on our Website, including the specified number workspaces, tokens, and active seats included with your Subscription. |
| Subscription Period | means the period of your Subscription to the Solution as agreed on the Website. |
| Subscription Tier | has the meaning given in the first paragraph of these Terms. |
| Support Services | has the meaning given in clause 4.6. |
| User | means you and any third party end user of the Software who you make the Software available to. |
| User Data | means any Inputs (except where those Inputs are generated by us), files, data, document, information or any other Materials, which is uploaded to the Software by you or any other User or which you, your Personnel or Users otherwise provide to us under or in connection with these Terms, including any Intellectual Property Rights attaching to those materials. |
| Website | means the website at the URL set out in the first paragraph of these Terms, and any other website operated by us in connection with the Solution. |
| Work Order | means an order form for Professional Services signed by both parties setting out the scope of work, additional Fees payable by you, and any other details relevant to the provision of the Professional Services in a form notified by us to you from time to time. |