We will make the Services available for your use on a non-exclusive basis and in strict compliance with these Terms and all applicable laws. Your use includes allowing Users to transmit, store, share, retrieve, and process Content through the Services solely through an Account registered to you and in accordance with the orders you place with AgenticBI. In the event that your Users exceed the quantity or User type for which you paid, you agree to pay for your additional Users at AgenticBI's then-current pricing.

Subject to your continued compliance with these Terms, we grant you the nonexclusive, nontransferable, worldwide, personal license to install and use the AgenticBI Data Connector for the sole purpose of submitting data into the AgenticBI Service.

AgenticBI will provide the level of support you select in your order from those we make available.

We reserve the right, in our sole discretion, to change, update, and enhance the Services at any time including to add functionality or features to, or remove them from, the Services. We may also suspend the Services or stop providing the Services altogether.

If you register on our website or via a Service Order for a Free Trial, we will make the Service available to you under the Free Trial until the earlier of (a) the end of the Free Trial period for which you registered, (b) the start date of any full AgenticBI Service subscription ordered by you, or (c) termination by us in our sole discretion. Additional Free Trial terms and conditions may appear on the Free Trial registration page and are incorporated by reference.

ANY DATA YOU ENTER INTO THE SERVICE, AND ANY CONFIGURATION CHANGES MADE TO THE SERVICE BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICE AS THOSE COVERED BY THE FREE TRIAL OR EXPORT SUCH DATA, BEFORE THE END OF THE FREE TRIAL PERIOD. IF YOUR SUBSCRIPTION DOES NOT INCLUDE FEATURES AVAILABLE IN THE FREE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST.

To obtain access to certain Services, you will be required to obtain an Account with AgenticBI by completing a registration form and designating a user ID and password. You agree that all registration information you provide is accurate, complete, and current, and that you will update it promptly when that information changes. AgenticBI may withdraw Account approval at any time in its sole discretion. You are responsible for safeguarding the confidentiality of your User ID and passwords, and for all activities that take place with your Account. AgenticBI will not be liable for any loss or damage arising from any unauthorized use of your Account.

You acknowledge that once you have registered with us, we may send you communications or data regarding the Services using electronic means, including notices about your use of the Services, updates, and promotional information. We give you the opportunity to opt-out of certain communications. If you provide AgenticBI with legal notices, you must transmit them to us via email to legal@agenticbi.com.

You agree to notify us promptly in writing when you become aware of any unauthorized use of an Account, the Content or the Services. If there is an unauthorized use by a third party which obtained access through you or your Users, you agree to take all steps necessary to terminate the unauthorized use and provide AgenticBI with any reasonable cooperation we request.

AgenticBI does not monitor any data transmitted, processed through, or stored in the Services. You agree that you:

• are responsible for the accuracy and quality of all Content transmitted, processed, or stored in your Account;
• will ensure that the Content complies with these Terms and applicable laws;
• will promptly handle any notices and claims from third parties claiming that Content violates their rights, including DMCA take-down notices;
• will maintain appropriate security, protection and backup copies of the Content. AgenticBI will have no liability for any deletion, loss, or destruction of Content.

You are responsible for Users' compliance with these Terms. You will not, and will ensure that your Users do not:

• use the Services in any manner other than as expressly permitted by these Terms;
• sell, rent, resell, lease, or sublicense the Services to any third party;
• modify, tamper with or otherwise create derivative works of the Services;
• reverse engineer, disassemble or decompile the Services;
• remove, obscure or alter any proprietary right notice related to the Services;
• use the Services to send unsolicited or unauthorized junk mail, spam, chain letters or pyramid schemes;
• store or transmit Content containing unlawful, defamatory, threatening, pornographic, or abusive material, or content that violates intellectual property rights;
• use the Services to store or transmit viruses, worms, Trojan horses or other harmful code;
• interfere with or disrupt servers or networks connected to the Services;
• access or attempt to access AgenticBI's other accounts or systems not covered by these Terms; or
• access or use the Services in a way intended to avoid incurring fees or exceeding usage limits.

The Services may contain features linking you to third-party content, websites, and services. AgenticBI is not responsible for such content or services, and you irrevocably waive any claim against AgenticBI with respect to such third-party content. You are solely responsible for any transactions or dealings with third parties related to the Services.

You agree to pay, using a valid credit card (or other accepted payment form), the charges and fees set forth in Schedule A, applicable Taxes, and other charges incurred to access the Services. We will automatically charge your credit card at the start of each billing period. Except as specifically set forth in this section, all Services are prepaid and are non-refundable.

If you upgrade or expand consumption of the Services, additional fees may be due at AgenticBI's then-current pricing, charged immediately to your payment method.

We will notify you in advance, via posting on the Website or by email, if we increase Fees or institute new charges. Any increase will take effect at the beginning of the next renewal subscription term.

You agree to keep all billing account information current. All invoiced fees are due and payable upon receipt. We reserve the right to charge a late fee of 1.5% per month (or the maximum allowed by law) on past due amounts. We may suspend or cancel your access to the Services if your account is past due.

Fees are exclusive of Taxes and you will pay or reimburse AgenticBI for all applicable sales, use and other taxes arising out of these Terms. You agree to promptly provide AgenticBI with legally sufficient tax exemption certificates for each jurisdiction where you claim exemption.

In connection with these Terms, each party may disclose to the other certain confidential or proprietary information ("Confidential Information"). AgenticBI's Services, these Terms, and any other proprietary information we provide constitute AgenticBI Confidential Information. Content provided to AgenticBI by Customer constitutes Customer Confidential Information.

Each party as recipient agrees: (i) to exercise at least the same degree of care to safeguard the disclosing party's Confidential Information as it does for its own, but not less than reasonable care; (ii) to use Confidential Information only in connection with exercising its rights and performing its obligations under these Terms; and (iii) not to disclose Confidential Information to any third party except to employees and contractors with a need to know who have agreed to abide by equivalent confidentiality obligations.

We agree to maintain appropriate administrative, physical, and technical safeguards to protect the security, confidentiality, and integrity of the Content. The third-party data center providers utilized by AgenticBI will maintain at a minimum SSAE 16 audit certification or its equivalent.

Information will not be deemed Confidential Information if it: (i) is or becomes rightfully known to the recipient without any obligation of confidentiality; (ii) becomes publicly known except through a breach of these Terms; or (iii) is independently developed by the recipient without breach of these Terms.

As between Customer and AgenticBI, Customer or its licensors own all right, title and interest in and to the Content. Customer hereby grants AgenticBI the right to transmit, use, modify, reproduce, display or disclose the Content solely (i) to provide the Services, (ii) to comply with governmental or regulatory requirements, (iii) for statistical use (provided data is not personally identifiable), and (iv) as necessary to monitor and improve the Services.

As between AgenticBI and Customer, AgenticBI or its licensors own and reserve all right, title and interest in and to the Services and all hardware, software and other items used to provide the Services. No title to or ownership of any proprietary rights related to the Services is transferred to Customer. AgenticBI is free to use any feedback you provide with respect to the Services for any purpose, without obligation.

AgenticBI reserves the right to temporarily suspend or terminate your access to the Services at any time in AgenticBI's sole discretion, with or without cause, and with or without notice, without incurring liability of any kind. Reasons may include: (i) actual or suspected violation of these Terms; (ii) use that may cause AgenticBI to have legal liability or disrupt others' use; (iii) detection of malicious code in your Account; (iv) scheduled or recurring downtime; (v) excessive storage capacity or bandwidth usage; or (vi) unplanned technical problems.

YOU ACKNOWLEDGE THAT IF YOUR ACCESS TO THE SERVICES IS SUSPENDED OR TERMINATED, YOU MAY NO LONGER HAVE ACCESS TO THE CONTENT STORED WITH THE SERVICES.

If your Account is not subject to a paid subscription plan, we may terminate your Account if: (i) you do not engage in any activity within 30 days after registering, or (ii) you do not engage in any activity for 120 consecutive days. In the event of such termination, any of your Content may be lost.

Upon termination of these Terms for any reason, all of your rights to use or access the Services will cease. You agree, within five days of such termination, to destroy all copies of the Software, Documentation, and any Confidential Information of AgenticBI. For 30 days following termination, and subject to your prior written request, we will grant you limited access to the Services solely for retrieval of your Content. After that 30-day period, AgenticBI has no further obligation to maintain the Content and will delete it unless legally prohibited.

The terms of any sections that by their nature are intended to extend beyond termination will survive termination of these Terms for any reason.

These Terms will be construed and enforced in accordance with the laws of the State of California, without reference to its choice of law rules. Any dispute between the parties will be brought in a court in Alameda County and each party irrevocably waives any claim that such court does not have personal jurisdiction. Claims arising out of or related to these Terms must be filed within one year of the date on which the claim arose unless local law requires a longer period.

If you are a U.S. government entity, you acknowledge that any Software and Documentation are provided as "Commercial Items" as defined at 48 C.F.R. 2.101, and are being licensed to U.S. government end users as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.

You and we are independent contractors, and nothing in these Terms creates a partnership, employment relationship or agency. There are no third-party beneficiaries of these Terms. AgenticBI may subcontract portions of the Services provided that AgenticBI shall remain responsible for all such obligations.

Our failure to enforce any of these Terms will not be considered a waiver of the right to enforce them. Our rights under these Terms will survive any termination.

You may not assign these Terms or your rights and obligations under them, in whole or in part, to any third party without our prior written consent, and any attempt by you to do so will be invalid.

Should any part of these Terms be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect.

Neither party will be liable to the other for any delay or failure to perform its obligations under these Terms (excluding payment obligations) if the delay or failure arises from any cause beyond that party's reasonable control.

AgenticBI reserves the right to release a press announcement regarding the parties' relationship, and to include Customer's name on AgenticBI's customer lists on AgenticBI's website and in other marketing materials.

These Terms constitute the entire agreement, and supersede any and all prior agreements, between the parties with regard to the subject matter hereof. AgenticBI reserves the right to modify or replace these Terms at any time in its sole discretion. Customer's continued access or use of any portion of the Services constitutes Customer's acceptance of such changes.

In order to operate and provide the Services, AgenticBI collects certain information about Customer. AgenticBI will use and protect that information as described in the Privacy Policy located on the Website. Customer further acknowledges and agrees that AgenticBI may access or disclose information about Customer in order to: (i) comply with the law or respond to lawful requests; (ii) protect the rights or property of AgenticBI or its customers; or (iii) act on a good faith belief that such access or disclosure is necessary to protect personal safety.

We respect the intellectual property of others and reserve the right to delete or disable Content that appears to violate these Terms or applicable law. If you believe in good faith that Content infringes your copyright, you (or your agent) may send us a notice requesting that the Content be removed or access to it blocked. Your notification must include: (i) a physical or electronic signature of a person authorized to act on behalf of the copyright owner; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing and information sufficient to permit us to locate it; (iv) information sufficient to permit us to contact you; (v) a statement of good faith belief that the use is not authorized; and (vi) a statement that the information in the notification is accurate, made under penalty of perjury.

DMCA notifications must be sent to legal@agenticbi.com.