Terms of Service

PLEASE READ THESE TERMS OF SERVICE (“TERMS OF SERVICE”) CAREFULLY BEFORE PURCHASING A SUBSCRIPTION, ACCESSING, OR USING THE PLATFORM OR SERVICES (AS DEFINED BELOW) OFFERED BY AGYL AI, INC., A DELAWARE CORPORATION (“US”, “WE”, “OUR”, OR “AGYL”).  

THESE TERMS OF SERVICE INCLUDE IMPORTANT INFORMATION ABOUT OUR SERVICES, ANY CHARGES OR AMOUNTS WE MAY BILL YOU FOR OUR SERVICES (INCLUDING YOUR SUBSCRIPTION TO OUR PLATFORM), AND FUTURE CHANGES TO THESE TERMS OF SERVICE AND AUTOMATIC RENEWALS OF SUBSCRIPTION FEES (AS DEFINED BELOW).

  THESE TERMS OF SERVICE AND OUR PRIVACY POLICY (COLLECTIVELY, “POLICIES"), CREATE THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF OUR SERVICES, SUBSCRIPTION TO OUR PLATFORM (AS DEFINED BELOW) (“SUBSCRIPTION”), AND THE GENERATED CONTENT, FEATURES, WEBSITES, OR APPLICATIONS OFFERED BY US FROM TIME TO TIME (COLLECTIVELY, “SERVICES”).

“YOU” AND “YOUR” REFER TO THE PERSON ACCESSING OR USING OUR SERVICES, OR IF YOU CREATE AN ACCOUNT ON BEHALF OF AN EMPLOYER, COMPANY, ORGANIZATION, OR OTHER ENTITY, THEN (I) ALL REFERENCES TO “YOU” INCLUDE YOU AND THAT ENTITY, (II) YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF THE ENTITY WITH THE AUTHORITY TO BIND THE ENTITY TO THESE TERMS OF SERVICE AND OUR OTHER POLICIES, AND (III) YOU AGREE TO THESE TERMS OF SERVICE AND OTHER POLICIES ON SUCH ENTITY’S BEHALF.

BY ACCESSING OR USING OUR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND OUR OTHER POLICIES, WHICH ARE HEREBY INCORPORATED BY REFERENCE.  

IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE OR OUR OTHER POLICIES, YOU ARE NOT AUTHORIZED TO ACCESS OR USE OUR PLATFORM OR SERVICES.

BY ACCESSING OR USING OUR PLATFORM OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OF AGE, PROVIDED THAT IF YOU ARE UNDER THE LEGAL AGE TO FORM A BINDING CONTRACT IN YOUR JURISDICTION, YOUR USE OF THE SERVICES IS SUBJECT TO REQUIREMENTS OF PARENTAL CONSENT, IN WHICH CASE (I) YOUR PARENT OR LEGAL GUARDIAN IS CONSIDERED THE USER UNDER THIS AGREEMENT AND IS RESPONSIBLE FOR ANY AND ALL ACTIVITY; AND (II) YOU REPRESENT THAT YOUR PARENT OR LEGAL GUARDIAN HAS REVIEWED AND AGREED TO THESE TERMS OF SERVICE AND OUR OTHER POLICIES.

IF YOU ARE UNDER AGE 13, YOU MAY NOT, UNDER ANY CIRCUMSTANCES OR FOR ANY REASON, USE OUR SERVICES.  

IN OUR SOLE DISCRETION, WE MAY REFUSE TO OFFER OUR SERVICES TO ANY PERSON OR ENTITY AND CHANGE THE ELIGIBILITY CRITERIA AT ANY TIME.  THE RIGHT TO ACCESS OUR SERVICES IS REVOKED WHERE THESE TERMS OF SERVICE OR USE OF OUR SERVICES ARE PROHIBITED, OR TO THE EXTENT THE OFFERING, SALE, OR PROVISION OF OUR SERVICES CONFLICTS WITH ANY APPLICABLE LAW.

WE MAY PERIODICALLY SUPPLEMENT, MODIFY, OR REVISE THESE TERMS OF SERVICE OR ANY OF OUR OTHER POLICIES, IN OUR SOLE DISCRETION, THE DATE OF SUCH MODIFICATIONS WILL BE EVIDENCED BY THE “LAST REVISED” DATE DESIGNATION AT THE TOP OF THESE TERMS OF SERVICE.

If you have any questions regarding these Terms of Service or our other Policies, contact us at Partners@agyl.ai.

1. Introduction.

Now that is out of the way, let us introduce ourselves.  We are EKOM, and our mission is to help you optimize selling online through the population of optimized product descriptions!  To accomplish our mission, we offer Services on our EKOM Platform (available at https://www.ekom.ai/ (“Platform”), allowing Platform users (“Users”) to leverage AI to create, generate, and produce written content to boost traffic, conversion, and SEO rankings.

2. Our Services.  

(a)  Open AI and Integration with CRM and CMS Platforms. Our Services leverage AI provided by OpenAI to allow Users to use Generated Content to better describe their products and offerings.  Our Services also include integrations, including the integration with certain CRM and CMS platforms (e.g., Amazon, Shopify, Marketo) and similar services, which may be used to pull information and data related to products, SKUs, meta descriptions, search engine optimization tags, product revenue data, and other items to produce Generated Content, provide statistical data on the performance of such Generated Content (e.g., has the Generated Content improved customer acquisition, SEO, or revenue), and push such Generated Content back to the designated CRM or CMS platform. In using these integrations, you acknowledge and agree that you will give us access to certain content, data, and information for the purposes of using the Services (including read and write access). If you grant us access to such content, data, and information, we may use such content, data, and information in accordance with these Terms of Services and our other Policies.  

(b) Amazon Services API. Our Services use Amazon Services API to allow our Users to improve their Amazon Store businesses with our Services. Any use of Amazon Services API is subject to the Amazon Acceptable Use Policy. Specifically, our Services: (i) do not aggregate data across Users’ businesses or Customers obtained through the Amazon Services API to provide or sell to any parties including competing Users, (ii) do not promote, publish, or share insights about Amazon's business, and (iii) do not use insights about Amazon's business for your’ own business purposes.

(c) Changes to Services. We may change our Services or Platform at any time.  For instance, we may (i) suspend or discontinue any part of our Services, (ii) introduce new features or impose limits on certain features or restrict access to parts or all of our Services, or (iii) establish policies and practices concerning the use of our Services, including policies that may delete or remove features, functionality, or data, in our sole discretion.  Our Services or Platform will not be available to temporarily or permanently suspended Users or Accounts.  We reserve the right to refuse your access to our Services or Platform or terminate your Subscription or Account (as defined below).

(d) Prohibited Uses of the Services. You may access, and we grant you a non-exclusive and revocable right to use, our Services in accordance with these Terms of Service and our other Policies.  Without limiting the generality of the foregoing, we expressly prohibit you from using our Services, directly or indirectly, in the following manner:

• attempting to avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by us or any of our providers, licensors, or third-parties (including another User) to protect our Services or Platform;

• using our Services or Platform in a manner that degrades the operation, speed, or reliability of our Services, Platform, or any underlying technologies thereof, including accessing, tampering with, or using non-public areas of our Services, Platform, computer systems, or technical delivery systems;

• engaging in any web scraping or other data extraction methods, including any automated or programatic method, or attempting to probe, scan, or test the vulnerability of our systems, networks, or breach security or authentication measures, including implimenting any “bot attack” or similiar technical attack or measure;

• collecting usernames and/or email addresses of Users by electronic or other means, including sending unsolicited emails or other communications;

• attempting to decipher, decompile, disassemble, reverse assemble, revise compile, translate, reverse engineer, or otherwise attempt to discover the source code or underlying components of the models, systems, or algorithms of any of our Services, Platform, or their underlying technologies;

• represent that outputs from our Services were generated by humans when such a statement is untrue;

• access the Services or outputs in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Services or outputs;

• accessing or using our Services in or for the benefit of, or exported or re-exported to (a) any U.S. embargoed country or territory or (b) any individual or entity with whom dealings are prohibited or restricted under applicable trade laws; 

• buying, selling, or otherwise transferring API keys to access the Services;

• collecting, storing, or transmitting any Personal Information (as defined in our Privacy Policy) from our Users without their express permission or send us any Personal Information of a child under the age of 13 or the applicable age of digital consent. If you are using the Services to process personal data or Personal Information, you must provide legally adequate privacy notices and obtain the necessary consents for processing such data or information, and you represent and warrant that you are only processing or accessing such data in accordance with applicable law; and

• any use of our Services that is unlawful or in violation of these Terms of Service or our other Policies, including in a manner that infringes, misappropriates, or violates any person’s rights.

3. Account Registration and Management. 

To access and use our Services, you must register and create an account (“Account”) on our Platform. In registering and creating an Account, you must provide true, accurate, and complete information.  You must keep your Account information current and updated.  Without our prior written approval, you may not assign or otherwise transfer your Account or Subscription (or any right to access or use the foregoing) to any other individual or entity.

You are solely responsible for all activities under your Account or Subscription.  You must keep your Account information and password confidential and secure.  You may not use another person’s Account or Subscription without our express written permission.  You agree to notify us immediately of any unauthorized use of your Account or any breach of Account security. If you discover any breaches or vulnerabilities in the security of our Services or Platform, you must contact us and provide details of such breaches or vulnerabilities. We are not responsible for any third-party access to your Account that results from theft or misappropriation of your Account.  We will not be liable for, and you shall indemnify us against, any losses arising from your failure to comply with these Terms of Service, our other Policies, or applicable law.

4. Subscriptions; Payment Terms; Termination.

We offer various Subscription levels for access and use of our Services (e.g., free, growth, turbo, etc.) (“Subscription Levels”), which may have access to different functions, features, or usage limits (e.g., word limits) related to our Services and may be subject to various subscription fees (“Subscription Fees”) plus any other applicable taxes and fees. Unless otherwise agreed upon in writing by us, the Subscription Levels and associated Subscription Fees are as stated on our Platform and website. We retain the right to change such Subscription Levels and Subscription Fees from time to time in our sole discretion, provided that such change will not apply to a current Subscription term, but may impact renewals. In addition to the Subscription Fees available on our Platform, you acknowledge and agree that certain overage fees are applicable based on the usage limits associated with such Subscription Level.

 Upon subscribing to a Subscription Level, you agree to pay the Subscription Fees associated with your Subscription (including any overage fees), which may be established when you place an order or upon registration or activation of your Subscription or Account.  You may place an order for a Subscription on our Platform. Any payment terms presented to you in obtaining a Subscription are deemed part of these Terms of Service and are incorporated herein by reference.

We may collect payments of Subscription Fees from you directly or through third-party payment processors (e.g., Stripe), which may bill you through a payment account selected at checkout or linked to your Account.  Any payment processing by third-party payment processors will be subject to the terms, conditions, and policies of such payment processors in addition to these Terms of Service and our other Policies.

By providing a credit card or other acceptable payment method, you represent and warrant that you are authorized to use the designated payment method, and you authorize us (or our designated payment processors) to charge your payment method for the Subscription Fees (and any usage overages).  If your payment method cannot be verified, is invalid, or is otherwise not acceptable, your Account or Subscription may be suspended or canceled.  If we do not receive payment from you, you agree to pay all amounts due upon demand.  We reserve the right to correct any errors or mistakes we (or our third-party payment processors) make in the checkout process.

The Subscription Fees and payment terms for your Subscription or Account may consist of recurring charges. By choosing a recurring payment plan, you acknowledge that such Subscription Fees have an initial and recurring payment feature, and you accept responsibility for all recurring charges prior to cancellation. 

NOTWITHSTANDING THE FOREGOING, WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY), DEPENDING ON YOUR SUBSCRIPTION LEVEL AND TERMS, WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE NOTICE THAT YOU HAVE TERMINATED YOUR SUBSCRIPTION OR WISH TO CHANGE YOUR PAYMENT METHOD.  SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE COULD REASONABLY ACT TO UPDATE OR TERMINATE YOUR SUBSCRIPTION.  YOU MAY TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD THROUGH THE ACCOUNT SETTINGS ASSOCIATED WITH YOUR ACCOUNT.

Your Subscription will automatically extend for successive renewal periods. For instance, if you have purchased a monthly Subscription, your renewal period will renew each month at the then-current non-promotional rate associated with such Subscription Level.  You may change or terminate your Subscription or Subscription Level through the Account settings associated with your Account.  If you do not want to continue to be charged on a recurring basis, you must cancel or terminate your Subscription or Subscription Level before the end of the then-current period.  Your Subscription cannot be terminated before the end of the period for which you have already paid, and except as expressly provided in these Terms of Service, we will not refund any amounts you have already paid.  If you terminate your Subscription or Subscription Level, you may continue to use your Subscription until the end of your then-current term, and your Subscription will not be renewed after the expiration of the then-current. Moreover, you acknowledge and agree that our Services provide Generated Content to provide real time updates to product descriptions, and at the time of cancellation of your Subscription or Account, that all such product descriptions will revert back to the original product descriptions prior to using our Services. 

YOU MUST PROVIDE CORRECT, CURRENT, AND COMPLETE INFORMATION FOR YOUR ACCOUNT.  YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE, AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR ACCOUNT OR PASSWORD.  CHANGES TO SUCH INFORMATION CAN BE MADE THROUGH THE ACCOUNT SETTINGS ASSOCIATED WITH YOUR ACCOUNT.  IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY SUBSCRIPTION FEES ASSOCIATED WITH YOUR ACCOUNT UNLESS YOU HAVE TERMINATED YOUR SUBSCRIPTION PURSUANT TO THESE TERMS OF SERVICE.

We may offer free trials of paid Subscriptions Levels for a limited period. If we offer you such a trial, the specific terms of such trial will be provided at the time of offer and may be accepted in accordance with those terms and these Terms of Service and our other Policies. Unless otherwise provided by us in writing, trials are only available for Users who have not previously held a paid Subscription Level. If you obtain a free tier, you may not create more than one Account. If we believe you are not using the free tier in good faith, we may charge you standard fees or stop providing access to the Services. By agreeing to a free trial Subscription, you also agree to the associated Subscription Fees upon expiration of such free trial subscriptions, and we (or our third-party payment processor) will charge your payment method on a recurring basis for the applicable Subscription Fee at the expiration of such free trial Subscription unless you cancel your Subscription prior to the expiration of such trial period.

These Terms are effective beginning when you accept the Terms of Service or first download, install, access, or use the Service, and ending when terminated as described in the paragraph below.

If you violate any provision of these Terms of Service, your authorization to access our Service and Platform and these Terms of Service automatically terminate. In addition, we may, at its sole discretion, terminate these Terms of Service or your Account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your Account in accordance with these Terms of Service and your Subscription. Upon termination of these Terms of Service: (a) your license rights will terminate and you must immediately cease all use of the Service or Platform; (b) you will no longer be authorized to access your Account, the Platform, or the Service; (c) you must pay us any unpaid amount that was due or accrued prior to termination; and (d) any Generated Content that was produced through the Services as product descriptions, tags, etc. will revert to the descriptions prior to using the Services; (e) and Sections 4, 5, and 7 - 20 will survive termination.

5. Content Creation.  

Our Services allow Users to input content (“User Content”), which may be processed, transmitted, hosted, shared, or published through our Services to generate and return generated content (“Generated Content” and, together with any User Content, collectively, “Content”).  It is your responsibility to evaluate and determine whether such Content is accurate, complete, and correct.  We do not claim any ownership in or to any User Content except as stated in these Terms of Service or our other Policies. However, by transmitting Content through our Services, you hereby grant us, and our licensors, licensees, successors, assigns, and affiliates, a perpetual, non-exclusive, freely transferable and sublicensable, irrevocable, worldwide, royalty-free license to use, host, aggregate, commercially exploit, display, store, copy, distribute, publish, perform, and modify or create derivative works based upon such  Content, to the extent necessary for us to provide, perform, operate, market, secure, and deliver our Services or Platform, including to develop or improve our Platform, Services, or models related therewith, comply with applicable law, and enforce these Terms of Service and our other Policies.  We make no representation or warranty that any Content is accurate, complete, or will be kept confidential. Subject to the terms and conditions set forth in these Terms of Services and our other Policies and your compliance hereof and thereof, we hereby grant you a non-exclusive license to use, host, display, store, copy, distribute, publish, and modify or create derivative works based upon the Generated Content generated through your User Content through our Services, provided, however, that we, and our, licensors, licensees, successors, assigns, and affiliates retain all right, title, and interest in Generated Content, to the extent not inconsistent with the license granted herein. Notwithstanding the foregoing, we may make available other content through our Services or on our Platform that is subject to the intellectual property rights of us or a third-party, and we (or such third-party) reserve all rights in such content. 

You hereby acknowledge and agree that Users may input similar User Content that may generate the same or similar Generated Content, and you will not acquire any rights in such Content. 

You are solely responsible for any User Content you create, provide, transmit, submit, upload, or allow us to collect through our Services.  You represent and warrant that any User Content that you provide, transmit, submit, upload, or allow to be collected:

• is accurate, complete, and in compliance with all applicable laws;

• is yours or you have the necessary licenses, rights, consents, and permissions to use and authorize us to use all patent, trademark, trade secret, copyright or other proprietary rights in and to such User Content in the manner contemplated by the provision of our Services and these Terms of Service and our other Policies;

• you have the express specific, informed, and unambiguous consent, release, and/or permission from each and every identifiable individual person in the Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Content in the manner contemplated by the provision of our Services and these Terms of Service;

• is in accordance with these Terms of Service and our other Policies, including, without limitation, our licensing rights above; and

• is in accordance with OpenAI’s mission, Charter, and API Usage Guidelines, which are hereby incorporated by reference, as OpenAI determines each in its sole discretion. 

For the Content that you create, provide, transmit, submit, upload, or allow us to collect, you agree that you have not and will not:

• submit content that is copyrighted, protected by trade secret or otherwise subject to third-party proprietary or intellectual rights, unless you are the owner of such rights or have permission from their rightful owner to publish and to grant us the associated license rights;

• publish falsehoods or misrepresentations that could damage us or any third-party;

• submit content that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially, or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate, as determined by us, in our sole discretion;

• impersonate another person;

• attempts to modify, tamper, interfere, disable, deactivate, test the vulnerabilities, modify or otherwise create derivative works of our Services or Platform, or otherwise circumvent the technical measures related therewith; 

• take any other action that is inconsistent with the uses we grant concerning our Services or Platform, as determined by us, in our sole discretion; or

• encourages others to do any of the foregoing.

For the avoidance of doubt, we reserve the right to determine whether Content is appropriate and complies with these Terms of Service or our other Policies, and we may take any actions we deem necessary or advisable concerning the use of our Platform or Services, including, without limitation, removing content or disabling access to the Services or Platform. 

6. Infringement Policy.

We respect the intellectual property rights of others and require our Users to do the same.  We do not knowingly permit infringement of intellectual property rights in connection with our Services. We will remove all Content if we are properly notified (and agree) that such content infringes on another’s intellectual property rights.  

Although we are not obligated to do so, we will make reasonable efforts to investigate notices of alleged infringement or violations of intellectual property laws and take action regarding such infringement where applicable.  If you believe your work has been copied in a way that constitutes infringement or your intellectual property rights have been violated, then you may submit a notification pursuant to the Digital Millennium Copyright Act, by providing us with the following information:

• confirmation you are the owner or are authorized to represent the owner of the intellectual property;
• identification of your work;
• identification of the infringing content; and
• a statement that you believe the use of the content is not authorized.

If your Content is removed due to infringement and you believe it is not infringing, please provide us with the following information:

• confirmation that you are the owner or authorized to represent the owner of the intellectual property;
• identification and description of the removed content;
• statement regarding the ownership of the intellectual property; and
• your contact information.

We will endeavor to resolve notices delivered pursuant to these Terms of Service within 14 business days and will provide the complaining party an opportunity to respond.  Please contact us by email at partners@agyl.ai (subject line: Takedown Request) or at: AGYL AI, Inc., Attn: Legal, 1033 Demonbreun St., Suite 300, Nashville, TN, 37203.

7. Feedback.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information about our Services or Platform (“Feedback”) provided to us by you is non-confidential.  We shall be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without acknowledgment or compensation to you. 

8. Marketing

By accessing or using our Services, you acknowledge and agree that we may use your company's logos and trademarks ("Logos") for marketing and promotional purposes related to our Platform. This includes, but is not limited to, displaying Logos on our  websites (www.agyl.ai), (www.ekom.ai), and (www.writerly.ai), promotional materials, social media channels, and other marketing communications.

You represent and warrant that you have the authority to grant us the right to use the Logos for these purposes. This permission is non-exclusive, non-transferable, and revocable at any time upon written notice to us. We will make reasonable efforts to comply with any guidelines or restrictions provided by you regarding the use of Logos.

We acknowledge that Logos are the property of your company and agrees not to use Logos in any manner that could create confusion about the ownership of such Logos. This Logos usage agreement does not grant us any rights to the Logos other than as expressly set forth herein.

If you do not wish for us to use your Logos for marketing purposes, please contact us at partners@agyl.ai to opt-out of this agreement.

By continuing to use the Platform, you consent to the terms outlined above regarding the usage of Logos for marketing purposes.

9. Intellectual Property.

We retain all rights to our intellectual property, including our names, logos, or trademarks, and the intellectual property licensed to us from third-parties.  You may not use our  (or any of our affiliates or licensors) names, logos, branding, trademarks or servicemarks, without our prior written consent. You agree you will not copy, modify, scrape, distribute, create derivative works of, or the like, or do or perform any other action on the Platform or using our Services, or our intellectual property that you are exposed to through our Services that is not explicitly authorized by these Terms of Service or our other Policies.  Any use of our Services other than as specifically permitted in these Terms of Service or our other Policies is strictly prohibited.  All goodwill generated from using our intellectual property (including the Platform and our Services) will inure to our exclusive benefit.  We reserve any rights not expressly granted herein.  Other links, company, product, and service names and logos used and displayed on or through our Services may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to us.

10. Indemnification. 

You hereby agree to release, defend, indemnify, and hold us and our subsidiaries, affiliates, directors, officers, employees, agents, investors, vendors, partners, licensors, and representatives (collectively, “Indemnities”) harmless from and against any losses, damages, liabilities, claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (i) your User Content, (ii) your breach of these Terms of Service or our other Policies, (iii) your uploading of, access to, connection to, or use or misuse of our Platform or Services, or (iv) your violation of law.

We will provide notice to you of any such action, claim, suit, or proceeding and shall assist you, at your expense, in defending any such action, claim, suit or proceeding.  We reserve the right to assume the exclusive defense and control of any matter subject to this Section.  In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

If you are a California resident, you hereby waive California Civil Code Section 1542, which says: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

11. Warranty Disclaimer.

OUR SERVICES, SUBSCRIPTION TO OUR PLATFORM, AND ANY CONTENT THERETO (INCLUDING GENERATED CONTENT) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND.  WE HEREBY DISCLAIM ANY AND ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY (I) WARRANTY OF MERCHANTABILITY; (II) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (III) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD-PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OF ANY GENERATED CONTENT. 

NEITHER WE NOR OUR INDEMNITEES SHALL BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, OR COMPLETENESS OF ANY INFORMATION CONVEYED TO USERS OF OUR SERVICES (OR IN THE CONTENT) OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE.

WE MAKE NO WARRANTY THAT OUR SERVICES WILL BE AVAILABLE ERROR FREE OR THAT OUR SERVICES, PLATFORM, OR THE CONTENT THEREON ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.  IF YOUR USE OF OUR SERVICES, PLATFORM, OR THE CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.  YOU AGREE THAT YOUR ACCESS AND USE OF OUR SERVICES, PLATFORM, AND CONTENT IS AT YOUR OWN RISK.

12. Limitation on Liability. 

We are not liable for (i) any User Content created through our Services or Generated Content related therewith; (ii) interactions or communications that may arise between Users (if any); (iii) any losses that result through your use of our Services or Platform; or (iv) any of the third-party products, services, or content that you may be provided or interact with in your access or use of our Services or Platform, including through an API.

IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGES, INCLUDING DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, LOST DATA, BUSINESS INTERRUPTION, OR DIMINUTION IN VALUE, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE OUR SERVICES (INCLUDING SUBSCRIPTION TO OUR PLATFORM), WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, IN EXCESS OF ONE HUNDRED DOLLARS, REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (III) THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED.

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Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you.  IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

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IF YOU ARE A USER FROM NEW JERSEY, SECTION 10 (WARRANTY DISCLAIMER) AND SECTION 11 (LIMITATION OF LIABILITY) ARE INTENDED TO BE, AND ARE, ONLY AS BROAD AS IS PERMITTED UNDER THE LAWS OF THE STATE OF NEW JERSEY.  IF ANY PROVISION OF THESE SECTIONS IS HELD TO BE INVALID UNDER THE LAWS OF THE STATE OF NEW JERSEY, THE INVALIDITY OF SUCH PROVISION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PROVISIONS OF THE APPLICABLE SECTIONS.

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13. Notice to California Users.

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Under California Civil Code Section 1789.3, California Users may be entitled to the following specific consumer rights notice:  The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.

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14. Assignment and Delegation. 

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These Terms of Service and our other Policies, and any rights and licenses granted hereunder and thereunder, may not be transferred or assigned by you, including in connection with a change of control or by operation of law, without our prior written consent but may be assigned by us, including in connection with a change of control, without notice or restriction.  These Terms of Service and our other Policies will inure to the benefit of our successors and permitted assigns. 

15. Binding Arbitration; Waiver of Litigation and Class Action Arbitration.

BY REGISTERING AN ACCOUNT OR ACCESSING OR USING OUR SERVICES OR PLATFORM YOU ACCEPT THESE TERMS OF SERVICE AND EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT.

This Section 14 offers a streamlined way to resolve disputes between us and you if they arise.  We can resolve many of your concerns quickly by contacting us at partners@agyl.ai. 

If we cannot resolve your concern, you and us agree to be bound by the procedure in this Section to resolve disputes between us.  This Section is an agreement between you and us, and applies to our respective agents, employees, successors, beneficiaries, and assigns.  This agreement to arbitrate evidences a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this Section.

All disputes, claims, or controversies arising from or relating to these Terms of Service, our other Policies, our Services, our marketing, or the relationship between you and us ("Disputes") shall be determined exclusively by binding arbitration.  The only Disputes not covered by this Section are claims (i) regarding the infringement, protection, or validity of our or our licensors' trade secrets, copyright, trademark, or patent rights; (ii) if you reside in Australia, to enforce a statutory consumer right under Australia consumer law; and (iii) brought in small claims court (which shall be brought exclusively in Nashville, Tennessee).

You and us shall first attempt to resolve any Dispute informally for at least 30 days before initiating arbitration.  The informal negotiations commence upon receipt of written notice from one person to the other ("Notice of Dispute"). The Notice of Dispute must: (i) include the full name and contact information of the complaining party; (ii) describe the nature and basis of the claim or dispute; and (iii) set forth the specific relief sought.  We will send our Notice of Dispute to your billing or email address.  You will send your Notice of Dispute to: AGYL AI, Inc., Attn: Legal, 1033 Demonbreun St., Suite 300, Nashville, TN, 37203.

If we cannot resolve a Dispute informally, you or us may elect to have the Dispute finally and exclusively resolved by binding arbitration.  Any election to arbitrate by one party shall be final and binding on the other. 

The arbitration shall be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules and, where appropriate, the AAA's Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at www.adr.org.

Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate and applicable, limited by the AAA Consumer Rules.  The arbitration may be conducted in person, through the submission of documents, by phone or online.  The arbitrator shall decide in writing and shall provide a statement of reasons if requested by either party.  The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.  You and us may litigate in court to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.  Arbitration will take place exclusively in Nashville, Tennessee.

YOU AND US HEREBY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

The arbitrator shall not consolidate another person's claims with your claims and shall not preside over any type of representative or class proceeding.  The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.  If this specific Section is found to be unenforceable, then the entirety of this agreement to arbitrate shall be null and void.

16. Choice of Law.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Tennessee, without giving effect to the principles of conflicts of law.

17. Severability. 

If any provision of these Terms of Service is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect.

18. No Waiver.

Failure by us to act on or enforce any provision of these Terms of Service shall not be construed as a waiver of that provision or any other provision in these Terms of Service.  No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance.

19. Entire Agreement.

These Terms of Service and our other Policies, constitute the sole and entire agreement of you and AGYL concerning the subject matter of these Terms of Service and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, concerning the subject matter.

20. Modifications. 

We reserve the right to change these Terms of Service on a going-forward basis at any time. Please check these Terms of Service periodically for changes. If a change to these Terms of Service materially modifies your rights or obligations, we may require that you accept the modified Terms of Service in order to continue to use our Service or Platform. Material modifications are effective upon your acceptance of the modified Terms of Service. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 20, these Terms of Service may be amended only by a written agreement signed by authorized representatives of the parties to these Terms of Service. Disputes arising under these Terms of Service will be resolved in accordance with the version of these Terms of Service that was in effect at the time the dispute arose.

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