Terms and Conditions

1. Agreement to Terms

By accessing or using Agerra.AI ("Service"), operated by UTILHELP SOFTWARE & SOLUTIONS SRL ("Company," "we," "us," or "our"), you agree to be bound by these Terms and Conditions ("Terms"). If you disagree with any part of these terms, you do not have permission to access the Service.

2. Description of Service

Agerra.AI is a Software-as-a-Service (SaaS) platform that enables users to build and embed AI-powered customer support agents on their websites. The Service includes:

• Creation and management of workspaces
• Customization of AI agents
• Visitor engagement tools
• Integration with various Large Language Model (LLM) providers
• Training capabilities with custom data
• System integration for autonomous AI actions

3. Eligibility

You must (a) be at least 18 years old, (b) have legal capacity to enter into a binding contract, and (c) comply with these Terms and all applicable laws and regulations.

4. User Accounts

4.1 Account Creation

To use certain features of the Service, you must register for an account. You agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Maintain the security of your password and account
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized use

4.2 Account Termination

We reserve the right to suspend or terminate accounts that violate these Terms or engage in fraudulent or illegal activities.

5. Subscription Plans and Billing

5.1 Available Plans

5.2 Currency & Taxes

Prices are shown in USD (unless we state otherwise) and are exclusive of VAT and other applicable taxes, which will be added as required by law (including Romanian and EU VAT rules). We may change prices or introduce new charges with prior notice as required by law or your agreement.

5.3 Payment Terms

• Subscriptions automatically renew unless cancelled
• No refunds for partial months or unused credits
• Credits do not roll over to subsequent billing periods

5.4 Price Changes

We reserve the right to modify pricing with 30 days' notice. Continued use after price changes constitutes acceptance.

6. Acceptable Use Policy

6.1 Prohibited Uses

You may not use the Service to:

• Violate any laws or regulations
• Infringe on intellectual property rights
• Transmit malicious code or viruses
• Harass, abuse, or harm others
• Send spam or unauthorized communications
• Attempt to gain unauthorized access to systems
• Use the Service for illegal or unethical purposes

6.2 Content Standards

You are responsible for all content processed through the Service and must ensure it complies with applicable laws and these Terms.

7. Data Security and Privacy

7.1 User Responsibility

7.2 Disclaimer of Liability for User Data

7.3 Data Processing

By using the Service, you acknowledge that:

• AI models may process your data according to your configurations
• We do not monitor or review your data content
• You maintain ownership of your data
• We act as a data processor, not a data controller

8. Intellectual Property

8.1 Service Ownership

The Service, including all software, design, text, images, and other content, is owned by UTILHELP SOFTWARE & SOLUTIONS SRL and protected by intellectual property laws.

8.2 User Content

You retain ownership of content you upload but grant us a license to use it as necessary to provide the Service.

8.3 Feedback

Any feedback you provide may be used by us without compensation or attribution.

9. Third-Party Services

9.1 LLM Providers

The Service integrates with third-party LLM providers. Your use of these integrations is subject to their respective terms and conditions.

9.2 System Integrations

When connecting external systems, you are responsible for:

• Ensuring you have the right to connect such systems
• Compliance with those systems' terms of service
• Any consequences of autonomous AI actions on connected systems

10. Disclaimers and Limitations of Liability

10.1 Service "As Is"

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

10.2 No Warranty

We do not warrant that:

• The Service will be uninterrupted or error-free
• AI responses will be accurate or appropriate
• The Service will meet your specific requirements
• Any errors will be corrected

10.3 Limitation of Liability

10.4 AI-Specific Disclaimers

• AI outputs may be inaccurate, biased, or inappropriate
• We are not responsible for decisions made based on AI outputs
• You must review and verify all AI-generated content

11. Indemnification

You agree to indemnify and hold harmless UTILHELP SOFTWARE & SOLUTIONS SRL, its officers, directors, employees, and agents from any claims, damages, losses, liabilities, costs, and expenses arising from:

• Your use of the Service
• Your violation of these Terms
• Your violation of any rights of another party
• Your content or data
• Your connection of external systems

12. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify users of material changes via email or Service notification. Continued use after changes constitutes acceptance.

13. Termination

13.1 By You

You may terminate your account at any time through account settings or by contacting support.

13.2 By Us

We may terminate or suspend access immediately, without prior notice, for:

• Breach of these Terms
• Non-payment
• Illegal or harmful activities
• At our sole discretion with 30 days' notice

13.3 Effect of Termination

Upon termination:

• Access to the Service ceases immediately
• We may delete your data after a reasonable period
• Provisions that should survive termination will remain in effect

14. Governing Law and Disputes

14.1 Governing Law

These Terms are governed by applicable laws, without regard to conflict of law principles.

14.2 Dispute Resolution

Any disputes shall be resolved through good faith negotiations. If unsuccessful, disputes shall be submitted to the competent courts.

15. General Provisions

15.1 Entire Agreement

These Terms constitute the entire agreement between you and UTILHELP SOFTWARE & SOLUTIONS SRL regarding the Service.

15.2 Severability

If any provision is found unenforceable, the remaining provisions will continue in effect.

15.3 Waiver

No waiver of any term shall be deemed a further or continuing waiver of such term or any other term.

15.4 Assignment

You may not assign these Terms without our prior written consent. We may assign our rights and obligations without restriction.

16. Contact Information

For questions about these Terms, please contact us at: