Terms of service

THESE TERMS OF SERVICE (this “Agreement”) GOVERN YOUR ACCESS TO AND USE OF THE SERVICES PROVIDED BY AGENTPACK, INC. (“AgentPack”, “we”, “us”, or “our”). BY (A) PURCHASING ACCESS TO THE SERVICE THROUGH AN ORDERING PROCESS, (B) SIGNING UP FOR A FREE OR PAID ACCOUNT, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT.

THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES SO ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“Customer” or “you”); SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

1. THE SERVICE

1.1 Service Description

AgentPack owns and provides cloud-based artificial intelligence platforms, including Keum.ai and Audiopub.ai that enable customers to build, deploy, and manage AI agents for various business applications including customer support, sales automation, data analysis, and workflow optimization (the “Service”). The Service includes access to our web and mobile based platforms, APIs, documentation, templates, and related tools. Anything you configure, customize, upload, or otherwise utilize through the Service is considered a “User Submission.” You are solely responsible for all User Submissions. Additional terms regarding User Submissions, including ownership and licensing, are set forth in Section 9 below.

The Service may include pre-built templates, example agents, scripts, documentation, and other materials that assist you in using the Service (“AgentPack Content”). You will not receive or have access to the underlying source code, algorithms, or proprietary software of the Service (collectively, the “Software”), nor receive a copy of the Software itself. The Service is provided as a hosted software-as-a-service platform only.

1.2 Customer Subscription

Subject to the terms of this Agreement, you may purchase a subscription to, and have the right to access and use, the Service as specified in one or more ordering screens, invoices, or subscription confirmations provided through AgentPack’s website or service portal that reference this Agreement (“Order(s)”). Each Order will describe the subscription tier, number of authorized users, usage quotas, usage limits, subscription period, and applicable fees. All subscriptions are for the period described in the applicable Order (“Subscription Period”).

Use of and access to the Service is permitted only for individuals authorized by you (“Authorized Users”) and solely for your own internal business purposes, not for the benefit of any third party. You are responsible for ensuring that the number of Authorized Users does not exceed the number specified in your Order. You may not share login credentials among multiple individuals.

1.3 AgentPack’s Ownership

AgentPack owns the Service, Software, AgentPack Content, documentation, and anything else provided by AgentPack to you (collectively, the “AgentPack Materials”). AgentPack retains all rights, title, and interest (including all intellectual property rights) in and to the AgentPack Materials, all related and underlying technology, and any updates, enhancements, modifications, or fixes thereto, as well as all derivative works of or modifications to any of the foregoing. No implied licenses are granted under this Agreement, and any rights not expressly granted to you are reserved by AgentPack.

1.4 Permitted Use and Affiliates

You may provide access to the Service to your Affiliates (entities that directly or indirectly control, are controlled by, or are under common control with you, where “control” means ownership of more than 50% of voting shares or equity interests), in which case all rights granted and obligations incurred under this Agreement shall extend to such Affiliates. You represent and warrant that you are fully responsible for any breaches of this Agreement by your Affiliates and have the authority to bind your Affiliates to this Agreement. You are responsible for all payment obligations under this Agreement, regardless of whether the use is by you or your Affiliates. Any claim by an Affiliate against AgentPack must be brought by you, not the Affiliate.

1.5 User Permissions and Access Management

The Service includes customizable settings and tools that allow you to manage user permissions, roles, and access controls within your account (“Permissions”). You are solely responsible for configuring, managing, and maintaining all Permissions, including determining which Authorized Users have the ability to add or remove other users, modify billing information, access sensitive data, configure security settings, or perform other administrative functions. AgentPack provides the tools to manage Permissions but has no responsibility for how you configure them and no liability for actions taken by any Authorized User to whom you have granted access or permissions. You acknowledge that granting inappropriate permissions to Authorized Users may result in unauthorized access, data loss, or other security issues, and you bear all risk and responsibility for such outcomes.

2. USE RESTRICTIONS

2.1 Your Responsibilities

You are responsible for all activity on your account and those of your Authorized Users. You will ensure your Authorized Users are aware of and comply with the obligations and restrictions in this Agreement, and you bear responsibility for any breaches by an Authorized User. You are responsible for maintaining the confidentiality of your account credentials and must immediately notify us of any unauthorized use of your account or any other breach of security. You must implement and maintain appropriate security measures for your systems and data, including user access controls, password policies, and monitoring of user activity.

2.2 Prohibited Uses

You agree not to, and not to permit Authorized Users or third parties to, directly or indirectly:

• Modify, translate, copy, or create derivative works based on the Service or AgentPack Materials;
• Reverse engineer, decompile, disassemble, or attempt to discover the source code, algorithms, or underlying ideas of the Service, except as expressly permitted by applicable law;
• Sublicense, sell, rent, lease, distribute, or otherwise commercially exploit the Service or make it available to third parties;
• Remove, obscure, or alter any proprietary notices (including copyright and trademark notices) from the Service;
• Use the Service in violation of any applicable laws, regulations, or third-party rights;
• Attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Service or related systems or networks;
• Use the Service to develop, support, or distribute products or services that compete with AgentPack;
• Test the Service’s vulnerability to attack or breach security or authentication measures without prior written authorization;
• Send spam, viruses, malware, or any other malicious code through the Service;
• Use automated systems (including robots, spiders, or scrapers) to access the Service in a manner that sends more requests than a human could reasonably produce in the same period;
• Use the Service to process, store, or transmit any content that infringes third-party intellectual property rights, contains personal data in violation of privacy laws, or is illegal, harmful, threatening, abusive, harassing, defamatory, or otherwise objectionable;
• Use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party’s use of the Service.

If your use of the Service significantly harms AgentPack or the Service’s security or integrity, we may suspend your access to the Service. We will use reasonable efforts to notify you and work with you to resolve the issue promptly.

2.3 API Access and Rate Limits

If AgentPack provides you with access to application programming interfaces (“APIs”) as part of the Service, we reserve the right to set and enforce usage limits, rate limits, and other restrictions on API usage. You agree to comply with all such limits and any API-specific terms or documentation provided by AgentPack. We may suspend or terminate your API access at any time if you exceed usage limits or violate API terms.

2.4 Acceptable Use Policy

You agree to use the Service in compliance with our Acceptable Use Policy, which prohibits using the Service to:

• Violate any laws, regulations, or third-party rights;
• Generate or distribute content that is harmful to minors, promotes violence, harassment, or discrimination, or contains hate speech;
• Engage in fraudulent, deceptive, or manipulative practices;
• Impersonate any person or entity or falsely state or misrepresent your affiliation with any person or entity;
• Interfere with or disrupt the Service or servers or networks connected to the Service;
• Harvest or collect information about users of the Service without their consent;
• Use the Service to train competing AI models or services without our prior written consent;
• Generate spam, phishing attempts, or other malicious content.

We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates this policy, including removing or disabling content, suspending or terminating accounts, and reporting to law enforcement authorities.

3. THIRD-PARTY SERVICES AND INTEGRATIONS

The Service may integrate with or provide access to third-party products, services, or applications that are not owned or controlled by AgentPack (“Third-Party Services”). These may include cloud storage providers, communication platforms, data sources, or other software systems. You have the discretion to utilize these Third-Party Services in conjunction with our Service.

If integration with any Third-Party Service requires you to provide login credentials or authorize access, you are responsible for providing such information and represent that you have the authority to do so without violating any terms governing your use of the Third-Party Services. You acknowledge that your use of Third-Party Services is governed solely by the terms and conditions of those services, not this Agreement. AgentPack does not endorse any Third-Party Services and expressly disclaims all representations and warranties concerning them.

We shall not be liable for any issues arising from your use of or inability to use Third-Party Services, including data loss, service interruptions, security breaches, or costs incurred. You must direct any warranty claims or disputes directly to the providers of the Third-Party Services. Use of Third-Party Services is at your own risk.

4. FEES AND PAYMENT

4.1 Subscription Fees

You agree to pay all fees for your subscription as specified in your Order (“Fees”). Fees will be charged in the currency stated in the Order or, if no currency is specified, in U.S. dollars. All Fees are exclusive of any applicable taxes unless otherwise stated. Payment obligations are non-cancellable and, except as expressly stated in this Agreement, Fees are non-refundable, even if your subscription is terminated before the end of the Subscription Period.

We reserve the right to modify our pricing or introduce new fees for future subscription periods. If we change the Fees for your subscription tier, we will provide you with at least 30 days’ notice before the change takes effect. The modified Fees will apply to your subscription upon renewal. You may choose not to renew at the new pricing by canceling your subscription before the renewal date.

4.2 Payment Methods and Processing

We will bill you for Fees using the credit card, ACH payment method, or other payment information you provide. By providing payment information, you authorize us (or our third-party payment processor) to charge your payment method for all Fees incurred under your Order, including recurring subscription Fees. For recurring subscriptions, charges will be automatically applied to your payment method at the beginning of each billing cycle without further authorization until you cancel your subscription or we terminate this Agreement.

It is your responsibility to ensure that we have current and accurate payment information. If your payment method fails or is declined, we may suspend your access to the Service until payment is received. We reserve the right to correct any billing errors or omissions, even if payment has already been requested or received.

If you use a third-party payment processor (such as Stripe), your transactions will be subject to that processor’s terms, conditions, and privacy policies in addition to this Agreement. We are not responsible for errors or omissions by payment processors.

4.3 Taxes

All Fees are exclusive of taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases under this Agreement. If we are obligated to collect or pay Taxes for which you are responsible, we will invoice you for such Taxes, and you must pay them unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for taxes based on our net income, property, and employees.

4.4 Late Payment and Suspension

 If you fail to pay any Fees when due, we may suspend your access to the Service until all overdue amounts are paid in full. We are authorized to attempt charging your payment method multiple times if an initial charge is unsuccessful. Suspended accounts will not be entitled to refunds for the suspension period.

 If you believe you have been incorrectly billed, you must contact us within 60 days from the date of the billing statement showing the error to request an adjustment or credit. We will review your dispute and provide you with a written response, including evidence supporting our determination. If we determine that the billed amounts are due, you must pay these amounts within 10 days of receiving our written decision.

4.5 Free Trials and Free Tiers

We may offer free trial periods or free subscription tiers with limited features. Free trials are available only once per customer and may not be combined with other promotional offers. We reserve the right to determine your eligibility for free trials or free tiers and to modify or terminate these offerings at any time. At the end of a free trial period, your account will automatically convert to a paid subscription unless you cancel before the trial ends, and we will charge the applicable Fees to your payment method on file.

5. TERM AND TERMINATION

5.1 Term and Renewals

 This Agreement begins on the date you first access the Service or accept this Agreement (“Effective Date”) and continues for as long as you have an active subscription or access to the Service (“Term”). Your subscription to the Service begins on the start date specified in your Order (“Subscription Start Date”) and continues for the Subscription Period stated in your Order.

Unless you cancel your subscription before the end of your current Subscription Period, your subscription will automatically renew for successive periods equal in length to the original Subscription Period, at the then-current Fees. You may cancel auto-renewal at any time by providing notice to billing@agentpack.ai or through your account settings in the Service. We will confirm your cancellation in writing. Your cancellation will take effect at the end of your current Subscription Period.

If you cancel or choose not to renew your paid subscription, your account will remain accessible but will automatically be downgraded to our free tier (if available) with reduced features and functionality. If this Agreement is terminated by either party, or if you delete your workspace, access to the free tier will be revoked.

5.2 Termination for Breach

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within 30 days after receiving written notice of the breach. AgentPack may also immediately suspend or terminate your access to the Service if:

• You fail to pay Fees when due and such failure continues for 10 days after notice;
• Your use of the Service poses a security risk, results in legal liability, or violates applicable laws;
• You violate the Acceptable Use Policy or Use Restrictions in a manner that causes harm to AgentPack or other users.

We may terminate your access to any free tier of the Service at any time upon notice, with or without cause.

5.3 Effect of Termination

If you terminate this Agreement due to an uncured material breach by AgentPack, we will refund any prepaid Fees for the unused portion of the then-current Subscription Period, calculated on a pro-rata basis. If AgentPack terminates this Agreement due to your breach, you will immediately pay any unpaid Fees covering the remainder of the then-current Subscription Period. No termination will relieve you of the obligation to pay Fees for the period prior to the effective date of termination.

Upon termination or expiration of this Agreement, all rights and licenses granted to you will immediately cease, and you will lose access to the Service. You must immediately cease all use of the Service and AgentPack Materials. Within 30 days after termination, we will automatically delete your User Submissions and User Information in our possession, except: (a) to the extent required by law; (b) data stored in backups, which will be deleted in accordance with our standard backup retention policies (typically within 90 days); or (c) Service Data, which we may retain indefinitely in aggregated and anonymized form. You may request earlier deletion at any time by contacting privacy@agentpack.ai.

For customers using free tiers, we may retain User Submissions and User Information to facilitate continued use of the free tier unless you explicitly request deletion. We may permanently delete all User Submissions and User Information if an account remains inactive for more than one year. You are solely responsible for exporting any data you wish to retain before termination or account closure.

5.4 Survival

The following sections will survive any termination or expiration of this Agreement: Sections 1.3 (AgentPack’s Ownership), 3 (Third-Party Services), 4 (Fees and Payment), 5.3 (Effect of Termination), 5.4 (Survival), 6 (Warranties and Disclaimers), 7 (Limitation of Liability), 8 (Indemnification), 9.2 (License to User Submissions), 10 (Confidentiality), and 11 (General Provisions).

6. WARRANTIES AND DISCLAIMERS

6.1 Mutual Warranties

Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation enforceable against it; and (c) its execution and performance of this Agreement will not violate any other agreement to which it is a party or any applicable law.

6.2 Customer Warranties

You represent and warrant that: (a) all User Submissions and your use of the Service comply with applicable laws, rules, and regulations; (b) you have obtained all necessary rights, permissions, and consents to provide User Submissions to us and to grant the licenses set forth in this Agreement; (c) User Submissions do not and will not infringe or violate any third-party intellectual property rights, privacy rights, or other rights; and (d) User Submissions do not contain any viruses, malware, or other harmful code.

6.3 Disclaimer of Warranties

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6.1, THE SERVICE AND ALL AGENTPACK MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AGENTPACK DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, ACCURACY, AND INTEGRATION.

WE DO NOT WARRANT THAT THE SERVICE WILL: (A) MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) PRODUCE ACCURATE, RELIABLE, OR COMPLETE RESULTS; (D) BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) THAT ANY ERRORS OR DEFECTS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT AI SYSTEMS MAY PRODUCE INACCURATE, INCOMPLETE, BIASED, OR INAPPROPRIATE OUTPUTS, AND YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, AND DETERMINING THE APPROPRIATENESS OF ANY OUTPUT GENERATED BY THE SERVICE BEFORE RELYING ON OR USING IT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW. IN SUCH JURISDICTIONS, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE YOU FIRST ACCESS THE SERVICE.

7. LIMITATION OF LIABILITY

7.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AGENTPACK OR ITS SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, COSTS OF PROCUREMENT OF SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF AGENTPACK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGENTPACK’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES YOU PAID TO AGENTPACK IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR CUSTOMERS USING FREE TIERS, OUR TOTAL LIABILITY SHALL NOT EXCEED FIFTY U.S. DOLLARS ($50).

THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THESE LIMITATIONS ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND AGENTPACK.

7.3 Exceptions

The limitations in this Section 7 do not apply to: (a) your payment obligations under Section 4; (b) your indemnification obligations under Section 8; (c) your breach of Section 2 (Use Restrictions) or misappropriation of our intellectual property rights; or (d) damages caused by your gross negligence, willful misconduct, or fraud.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU TO THE EXTENT PROHIBITED BY LAW.

8. INDEMNIFICATION

8.1 Customer Indemnification

You agree to indemnify, defend, and hold harmless AgentPack and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to:

• Your use or misuse of the Service;
• Your breach of this Agreement or violation of any applicable law or regulation;
• Your User Submissions, including any claim that User Submission infringe or violate any third-party intellectual property rights or other rights;
• Your violation of the rights of any third party, including privacy rights or publicity rights;
• Any claim that your use of the Service caused harm to a third party.

8.2 Indemnification Procedure

AgentPack will: (a) promptly notify you in writing of any claim subject to indemnification (provided that failure to do so will not relieve you of your obligations except to the extent you are materially prejudiced); (b) give you sole control of the defense and settlement of the claim, provided that you may not settle any claim that admits fault on behalf of AgentPack or imposes obligations on AgentPack without our prior written consent; and (c) provide you with reasonable assistance and cooperation in the defense of the claim at your expense.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will cooperate with our defense of such claim.

9. DATA, USER SUBMISSIONS, AND INTELLECTUAL PROPERTY

9.1 User Information

To access and use the Service, you and your Authorized Users must provide certain information such as names, email addresses, usernames, company information, and other account data (“User Information”). You authorize AgentPack and its service providers to collect, store, process, and use User Information as necessary to provide and improve the Service and as described in our Privacy Policy (available at keum.ai/legal/privacy-privacy/).

You represent and warrant that: (a) you have obtained all necessary rights, permissions, and consents to provide User Information to us; (b) your provision and our use of User Information complies with all applicable privacy and data protection laws, including GDPR, CCPA, and other regulations; and (c) you have provided all required notices and obtained all required consents from individuals whose personal data is included in User Information.

9.2 User Submissions Ownership and License

As between you and AgentPack, you retain all right, title, and interest (including all intellectual property rights) in and to your User Submissions. You grant AgentPack a non-exclusive, worldwide, royalty-free, transferable, sublicensable license to use, process, store, reproduce, modify, display, and transmit User Submissions solely to the extent necessary to provide the Service to you, maintain and improve the Service, and comply with applicable law.

You acknowledge that the Service may involve processing User Submissions using machine learning models and algorithms. We will not use your User Submissions to train or improve our general models or services that are made available to other customers without your express written consent. However, we may use aggregated and anonymized data derived from User Submissions for analytics, research, and improvement of the Service, provided such data does not identify you or any individual.

9.3 Service-Generated Data

AgentPack collects and generates data regarding your use and performance of the Service, including usage metrics, system logs, performance data, and analytics (“Service Data”). AgentPack owns all rights, title, and interest in Service Data. We may use Service Data to operate, maintain, improve, and support the Service, develop new features and services, generate aggregated benchmarks and insights, and for other business purposes, provided that any publicly disclosed Service Data will be aggregated and anonymized such that it does not identify you, your Authorized Users, or any individuals.

9.4 Feedback

If you provide AgentPack with any suggestions, feedback, enhancement requests, recommendations, or other input regarding the Service (“Feedback”), you grant AgentPack a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, disclose, reproduce, modify, create derivative works from, distribute, and exploit such Feedback for any purpose without any obligation or restriction. You agree that AgentPack may incorporate Feedback into the Service or other products without attribution or compensation to you. You represent that you have the right to provide such Feedback and that it does not violate any third-party rights or contain confidential information.

9.5 Data Protection and Privacy

We maintain reasonable administrative, physical, and technical safeguards designed to protect User Information and User Submissions from unauthorized access, disclosure, alteration, or destruction. However, no security measures are perfect, and we cannot guarantee absolute security. You are responsible for implementing your own security measures to protect your systems and data.

Our processing of personal data is governed by our Data Processing Agreement (“DPA”), which is incorporated into this Agreement by reference and available at keum.ai/legal/data-processing-agreement/. The DPA includes our list of sub-processors and the terms governing their use. If you are subject to GDPR, CCPA, or other data protection laws, the DPA sets forth additional terms regarding data processing, security, and compliance.

In the event of a security breach that compromises the confidentiality, integrity, or availability of your User Information or User Submissions, we will notify you without unreasonable delay and no later than 72 hours after becoming aware of the breach, unless a longer notification period is permitted by applicable law. We will provide you with information about the nature of the breach, the data affected, and the measures we are taking to address the breach and prevent future incidents.

9.6 Data Retention and Deletion

We will retain User Submissions and User Information for as long as your account is active or as necessary to provide the Service. Following termination, we will delete or anonymize User Submissions and User Information within 30 days, except: (a) to the extent required by law; (b) data stored in backups, which will be deleted in accordance with our standard backup retention policy (typically within 180 days); or (c) Service Data, which we may retain indefinitely in aggregated and anonymized form.

You may request deletion of specific User Submissions or User Information at any time by contacting us at privacy@agentpack.ai. We will comply with such requests within a reasonable time unless retention is required by law.

9.7 Data Portability and Export

You have the right to export your User Submissions at any time during the Term and for 30 days following termination of this Agreement. Upon request to support@agentpack.ai, we will provide your User Submissions in CSV format or another commonly used machine-readable format, at no additional charge. We will fulfill export requests within 30 days. You are solely responsible for exporting any data you wish to retain before your account is deleted or becomes inactive.

10. CONFIDENTIALITY

10.1 Definition of Confidential Information

“Confidential Information” means any non-public business, technical, or financial information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) that: (a) is designated as confidential at the time of disclosure; (b) would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure; or (c) includes User Information, User Submissions, or personal data.

For AgentPack, Confidential Information includes non-public features, functionality, performance metrics, and technical details of the Service, as well as pricing information. For you, Confidential Information includes User Submissions and User Information. This Agreement and all Orders are Confidential Information of both parties.

Confidential Information does not include information that: (a) was publicly available without breach of this Agreement; (b) was rightfully known to the Receiving Party without confidentiality obligations before disclosure; (c) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (d) is rightfully received from a third party without confidentiality obligations.

10.2 Protection and Use

The Receiving Party will: (a) protect Confidential Information using at least the same degree of care it uses for its own confidential information, but in no event less than reasonable care; (b) limit access to Confidential Information to employees, contractors, agents, and advisors who have a legitimate need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement; (c) not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent; and (d) use Confidential Information solely to fulfill obligations or exercise rights under this Agreement.

These confidentiality obligations do not prevent either party from sharing Agreement terms or the other party’s name with potential investors, acquirers, or lenders under customary confidentiality terms.

10.3 Compelled Disclosure

If the Receiving Party is required by law, regulation, or court order to disclose Confidential Information, it will: (a) provide the Disclosing Party with prompt written notice (unless legally prohibited); (b)cooperate with the Disclosing Party’s reasonable efforts to contest or limit the disclosure; and (c) limit disclosure to only the information legally required to be disclosed.

10.4 Term

These confidentiality obligations will remain in effect during the Term and for five (5) years after termination or expiration of this Agreement, except that obligations with respect to trade secrets will continue for as long as such information qualifies as a trade secret under applicable law.

11. GENERAL PROVISIONS

11.1 Modifications to Agreement

We may modify this Agreement from time to time by posting a revised version on our website or providing notice through the Service. Material changes will be effective 30 days after we post or notify you of the changes, except that changes required by law may be effective immediately. Your continued use of the Service after changes become effective constitutes your acceptance of the modified Agreement. If you do not agree to the changes, you must stop using the Service and may cancel your subscription for a pro-rata refund of any prepaid fees for the remainder of your then-current Subscription Period if the changes materially reduce your rights under this Agreement.

11.2 Modifications to Service

We reserve the right to modify, suspend, or discontinue the Service (or any part or feature thereof) at any time with or without notice. We will use commercially reasonable efforts not to materially reduce core functionality available to paid subscribers without providing reasonable advance notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.

11.3 Service Level Agreement for Enterprise Plans

For customers subscribed to our Enterprise Plan, AgentPack will use commercially reasonable efforts to maintain at least 99.5% uptime for the Service, measured on a monthly basis and excluding scheduled maintenance windows and downtime caused by factors beyond our reasonable control (including Force Majeure events, third-party service failures, and your misuse of the Service). Uptime is calculated as the percentage of time during a calendar month that the Service is available and accessible. Scheduled maintenance windows will be announced at least 48 hours in advance when reasonably practicable. If we fail to meet the 99.5% uptime commitment in any calendar month, you may request service credits equal to 5% of that month’s subscription fees for each full percentage point below 99.5%, up to a maximum of 25% of that month’s fees. Service credits are your sole remedy for any failure to meet the uptime commitment and may be applied only to future subscription fees. This SLA does not apply to free tiers or other subscription plans.

11.4 Export Compliance

The Service may be subject to U.S. export control laws and regulations, including the Export Administration Regulations and sanctions programs administered by the Office of Foreign Assets Control. You represent and warrant that: (a) you are not located in, under the control of, or a national or resident of any country subject to U.S. embargo or trade sanctions; (b) you are not identified on any U.S. government restricted party list; and (c) you will not use the Service in violation of any export control or sanctions laws or regulations.

11.5 Force Majeure

AgentPack will not be liable for any failure or delay in performing its obligations under this Agreement due to events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes (excluding those involving our employees), failures of third-party hosting providers, internet service providers, or telecommunications infrastructure, government actions, epidemics, pandemics, or natural disasters. During any such event, our performance obligations will be suspended for the duration of the event.

11.6 Publicity

AgentPack may identify you as a customer and use your name, logo, and trademarks on our website and in marketing materials, subject to your standard trademark usage guidelines if provided. If you do not wish to be identified as a customer, you may opt out by notifying us at marketing@agentpack.ai.

11.7 Relationship of Parties

This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Each party is an independent contractor, and neither party has authority to bind the other or incur obligations on the other’s behalf without prior written consent.

11.8 Assignment

You may not assign, delegate, or transfer this Agreement or any rights or obligations hereunder without our prior written consent, and any attempted assignment in violation of this provision will be void. AgentPack may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets. Subject to the foregoing, this Agreement will bind and benefit the parties and their respective successors and permitted assigns.

11.9 No Third-Party Beneficiaries

This Agreement is solely for the benefit of the parties and their successors and permitted assigns, and does not confer any rights or remedies upon any other person or entity.

11.10 Notices

All notices under this Agreement must be in writing and will be deemed given: (a) when delivered personally; (b) when sent by confirmed email; (c) one business day after being sent by reputable overnight courier; or (d) three business days after being mailed by certified mail, return receipt requested.

Notices to AgentPack must be sent to:

AgentPack, Inc.

Attn: Legal Department
1111b S Governors Avenue, STE 40565
Dover, Delaware 19904

Email: legal@agentpack.ai

Notices to you will be sent to the email address associated with your account or as otherwise specified in your Order.

11.11 Waiver and Severability

No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving party. No failure or delay by either party in exercising any right, power, or remedy will operate as a waiver. If any provision of this Agreement is held invalid, illegal, or unenforceable, that provision will be modified to the minimum extent necessary to make it valid and enforceable, or if that is not possible, the provision will be severed, and the remaining provisions will remain in full force and effect.

11.12 Governing Law and Venue

This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof will be resolved exclusively in the state or federal courts located in New Castle County, Delaware. Each party irrevocably consents to the jurisdiction and venue of such courts and waives any objection on the grounds of venue, forum non conveniens, or any similar grounds.

11.13 Jury Trial Waiver

EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

11.14 Attorney Fees

In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.

11.15 Entire Agreement

This Agreement, including any referenced documents and Orders, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, proposals, or representations. This Agreement may only be modified by a written amendment signed by authorized representatives of both parties, except that AgentPack may modify this Agreement as provided in Section 11.1.

11.16 Interpretation

The headings in this Agreement are for convenience only and do not affect interpretation. The words “include” and “including” mean “including without limitation.” The terms “herein,” “hereof,” and “hereunder” refer to this Agreement as a whole. In the event of any conflict between the body of this Agreement and any exhibit, schedule, or appendix, the body of this Agreement will control. Any ambiguity in this Agreement will not be construed against the drafter.

12. CONTACT INFORMATION

For questions about this Agreement, please contact us at:

ATTN: Legal Department
AgentPack, Inc.
1111b S Governors Avenue, STE 40565
Dover, Delaware 19904

Email: legal@agentpack.ai
Telephone: (888) 854-1364For billing inquiries: billing@agentpack.ai
For technical support: support@agentpack.ai
For privacy matters: privacy@agentpack.ai
For marketing opt-out: marketing@agentpack.ai