**AGENTATIVE LLC - TERMS OF SERVICE**
**Last Updated:** [2/3/2025]
**Effective Date:** [2/3/2025]
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## 1. ACCEPTANCE OF TERMS AND ELIGIBILITY
### 1.1 Agreement to Terms
By accessing, registering for, or using the Agentative platform and related services (the "Services") provided by Agentative LLC ("Agentative," "we," "us," "our"), you ("User," "you," "your") agree to be bound by these Terms of Service ("Terms"), all applicable laws and regulations, and our Privacy Policy. If you do not agree with any of these terms, you are prohibited from using or accessing the Services.
### 1.2 Business Use Only
The Services are designed for and offered exclusively to businesses, merchants, and enterprises. By accessing the Services, you represent and warrant that:
- You are accessing and using the Services on behalf of a business entity or as an authorized representative of such entity
- You have the legal authority to bind your business to these Terms
- Your business entity is legally responsible for all access, use, and activity under your account
### 1.3 Third-Party Platform Terms
Your use of the Services to integrate with and manage third-party platforms is also subject to the terms, policies, and data protection requirements of those platforms, including but not limited to:
- [TikTok Shop Developer Terms of Service](https://www.tiktok.com/legal/page/global/tik-tok-developer-terms-of-service/en)
- [Amazon Selling Partner API Developer Agreement and Data Protection Policy](https://developer-docs.amazon.com/sp-api/docs/policies-and-agreements)
- [Shopify API License and Terms of Use](https://www.shopify.com/legal/api-terms)
- Terms and policies of any other third-party platforms you authorize us to access
You agree to comply with all such third-party platform terms in conjunction with these Terms. Violations of third-party platform terms may result in suspension or termination of your access to the Services.
### 1.4 Acceptance and Effective Date
By creating an account, accessing, or using the Services, you accept these Terms. Your continued use of the Services constitutes ongoing acceptance. You should print or save a copy of these Terms for your records.
---
## 2. CHANGES TO THE TERMS
We may amend these Terms at any time to reflect:
- Updates to our Services or features
- Changes in applicable law or regulatory requirements
- Updates to third-party platform terms (TikTok, Amazon, Shopify, etc.)
- Business or operational changes
We will use commercially reasonable efforts to notify you of material changes via email or notice on our Platform. The "Last Updated" date at the top of these Terms will reflect any changes. **Your continued use of the Services after we post updated Terms constitutes your acceptance of those updated Terms.** If you do not agree with any changes, you must stop using the Services immediately.
---
## 3. DESCRIPTION OF THE SERVICES
### 3.1 What We Provide
Agentative provides software tools and services that enable you to:
- Manage e-commerce operations and integrations across multiple third-party platforms (TikTok Shop, Amazon, Shopify, Google Drive, Gmail, Xero, QuickBooks, and others)
- Automate workflows, analytics, and reporting
- Orchestrate AI agents for business tasks
- Access and process data from connected platforms
### 3.2 Changes to Services
We reserve the right to:
- Modify, suspend, or discontinue any feature or functionality of the Services at any time
- Change the Services' availability, scope, or functionality
- Provide notice when changes materially affect your use
We will use commercially reasonable efforts to provide advance notice of material changes, but emergency security updates or critical changes may be implemented immediately.
---
## 4. ACCOUNTS AND SECURITY
### 4.1 Account Registration
To use the Services, you must create an account and provide accurate, complete, and current information. You are responsible for:
- Maintaining the accuracy and confidentiality of your account information
- Maintaining the confidentiality of your login credentials, passwords, and API Credentials
- Promptly updating your account information if it changes
- Notifying us immediately of any unauthorized access or security breach
### 4.2 Your Responsibility for Account Activity
You are solely responsible for all activity that occurs under your account, whether by you, your employees, agents, contractors, or any other authorized users. You must ensure that all users of your account comply with these Terms and all applicable laws.
### 4.3 Credential Security Requirements
You must implement and maintain industry-standard security practices, including:
- Never sharing, exposing, or committing API Credentials to version control, public repositories, or configuration files
- Storing API Credentials in encrypted databases with restricted access
- Implementing Multi-Factor Authentication (MFA) on all user accounts
- Rotating API Credentials and access tokens regularly before expiration
- Maintaining audit logs of all API activity for a minimum of 12 months
- Using HTTPS encryption for all data transmission
### 4.4 Account Suspension and Termination
We reserve the right to disable, suspend, or terminate your account at any time, with or without notice, if:
- You violate any provision of these Terms
- You violate any third-party platform terms (TikTok, Amazon, Shopify, etc.)
- Your account is used for unlawful, fraudulent, or malicious purposes
- You create a security risk or breach
- Activities on your account damage or impair the Services
- We determine continued access poses harm to us, our users, or third parties
- Required by law or legal process
### 4.5 Account Deletion and Data Deletion
If you wish to delete your account and associated data, email support@agentative.com with a deletion request. We will process deletion requests within 30 days, subject to:
- Legal obligations requiring data retention
- Backup rotation cycles (your data may remain in backups for up to 35 days after deletion)
- Any disputes or legal holds
Once your account is deleted, you cannot reactivate it or retrieve any associated data.
---
## 5. FEES AND BILLING
### 5.1 Subscription Plans
Agentative offers monthly subscription plans (Pro, Max, and other tiers as described on our website). Pricing and plan details are available in your account settings.
### 5.2 Free Trial
New accounts receive a 9-day free trial of the Services. After the free trial period:
- If you do not cancel, your account will be automatically converted to a paid plan at the then-current subscription rate
- You will be billed monthly on the same day each month
- You are responsible for any charges incurred after the free trial ends
### 5.3 Billing and Renewals
- You agree to provide accurate billing information (payment method, email, etc.)
- We will bill you on a monthly basis on the same calendar day each month
- Billing will continue automatically until you cancel your subscription
- You are responsible for all applicable taxes and fees associated with your subscription
- If payment fails, we may retry billing or suspend your access to the Services
### 5.4 No Refunds Policy
Subscription fees are non-refundable except:
- If you are locked out of your connected third-party account (e.g., your Google Drive, TikTok Shop, or Amazon account becomes inaccessible through no fault of ours) for a period of 30+ days, and this prevents you from using the core Services
- As otherwise required by law
Refund requests must be submitted to support@agentative.com with documentation of the access issue. Refunds are issued at our sole discretion.
### 5.5 Price Changes
We may change our subscription fees at any time. We will provide at least 30 days' notice before any price increase. If you do not agree to the new pricing, you may cancel your subscription before the new rate takes effect.
### 5.6 Cancellation
You may cancel your subscription at any time from your account settings. Cancellation takes effect at the end of your current billing period. No refund will be issued for the current period.
---
## 6. CUSTOMER DATA AND DATA PROCESSING
### 6.1 Data Ownership
You retain all rights to and ownership of Customer Data (all data you upload, import, or authorize us to access from third-party platforms). We do not claim ownership of your data.
### 6.2 License to Process
By using the Services, you grant Agentative a limited, non-exclusive license to:
- Access, process, and store Customer Data only to provide the Services you have enabled
- Use Customer Data to operate, maintain, secure, and improve the Services
- Analyze Customer Data in aggregated or anonymized form for product improvement and analytics
- Comply with legal obligations and prevent fraud or abuse
### 6.3 Data Minimization and Scope
You authorize us to access only the specific data scopes needed for the features you enable. We design our integrations to request and process only the minimum data necessary consistent with third-party platform requirements (e.g., TikTok, Amazon, Shopify data minimization principles).
### 6.4 Security of Customer Data
We maintain administrative, technical, and physical safeguards designed to protect Customer Data, including:
- Encryption of data in transit (HTTPS/TLS)
- Encryption of data at rest in our databases
- Access controls limiting data access to authorized personnel
- Regular security assessments and incident response procedures
- Compliance with industry standards
We are not responsible for security breaches resulting from your failure to maintain credential security or comply with these Terms.
### 6.5 Data Deletion and Retention
- Upon your request or account deletion, we will delete your Customer Data within 30 days
- Your data may remain in our backup systems for up to 35 days during backup rotation and recovery cycles
- We may retain data longer if required by law, legal hold, or valid legal process
- We do not delete or modify data accessed from third-party platforms (e.g., TikTok Shop, Amazon) except as required by those platforms' data deletion policies
### 6.6 No Use for Advertising
We do not use your Customer Data for advertising, marketing, or to build competing products. We do not sell your data to third parties.
### 6.7 Subprocessors
We may use service providers and subprocessors (hosting providers, payment processors, email services, logging services, etc.) to provide the Services. A current list of subprocessors is available in our Privacy Policy. By using the Services, you consent to our use of subprocessors as described in our Privacy Policy.
---
## 7. SMS NOTIFICATIONS AND ALERTS
### 7.1 SMS OTP and Verification
We send SMS text messages to phone numbers you provide for:
- One-time passwords (OTP) for account access and verification
- Security alerts (account login attempts, password changes, etc.)
- Service notifications (account created, trial ending, billing reminders)
### 7.2 Pro Plan and Max Plan Alerts
Depending on your subscription plan:
- **Pro Plan:** SMS notifications for critical security and system alerts
- **Max Plan:** SMS notifications for all alerts, including performance, analytics, and operational updates
### 7.3 Consent and Opt-Out
By providing your phone number, you consent to receive SMS messages from Agentative as described above. Message and data rates may apply according to your wireless carrier's plan.
To opt out of non-critical SMS notifications (but not OTP or security alerts):
- Reply "STOP" to any SMS message to unsubscribe from optional notifications
- Reply "HELP" for assistance
- Email support@agentative.com with opt-out requests
OTP and critical security alerts cannot be disabled as they are essential to account security.
---
## 8. ACCEPTABLE USE
### 8.1 Prohibited Activities
You may not, and may not allow others to:
#### 8.1.1 Unlawful or Fraudulent Use
- Use the Services for any unlawful, fraudulent, or deceptive purpose
- Use the Services in violation of any applicable law or regulation
- Use the Services to commit fraud, money laundering, or other financial crimes
#### 8.1.2 Platform and API Misuse
- Exceed rate limits or API throttling limits
- Use the Services to perform denial-of-service attacks, spam, or similar harmful activities
- Reverse engineer, disassemble, or decompile the Services
- Violate the terms, policies, or rate limits of any third-party platform (TikTok, Amazon, Shopify, etc.)
- Use automated scripts or bots without express written authorization
#### 8.1.3 Credential and Account Abuse
- Share or expose API Credentials or login information
- Attempt unauthorized access to the Services, accounts, or systems
- Use another's account without authorization
- Create fake or fraudulent accounts or identities
#### 8.1.4 Data and IP Violations
- Collect, harvest, or scrape data in violation of applicable law or third-party terms
- Use data accessed through the Services for purposes not authorized by the data owner
- Infringe on intellectual property rights (copyrights, trademarks, patents)
- Share private information of third parties without consent
#### 8.1.5 Security Threats
- Upload or distribute malware, viruses, trojans, or other harmful code
- Introduce vulnerabilities or exploit security weaknesses
- Interfere with the proper operation of the Services or third-party platforms
- Bypass security measures or access controls
#### 8.1.6 Harassment and Abuse
- Harass, threaten, intimidate, or defame any person
- Promote violence, discrimination, or hateful content
- Engage in trolling, bullying, or coordinated abuse
- Impersonate others or misrepresent affiliations
#### 8.1.7 Third-Party Platform Violations
- Violate the terms, policies, or data protection requirements of any platform you integrate with
- Exceed any data retention, usage, or deletion requirements imposed by TikTok, Amazon, Shopify, or other platforms
- Use data in ways not authorized by the platform's terms
- Create fake reviews, engage in fraudulent transactions, or violate seller policies
### 8.2 Monitoring and Content Removal
We reserve the right to:
- Monitor your use of the Services for compliance with these Terms
- Remove or disable access to content or data that violates these Terms
- Suspend or terminate your account for violations
- Cooperate with law enforcement and regulatory agencies
---
## 9. INTELLECTUAL PROPERTY
### 9.1 Our IP Rights
Agentative and its licensors own all intellectual property rights in the Services, including software, code, documentation, designs, and trademarks. These remain our exclusive property.
### 9.2 Your License
Subject to these Terms and your valid subscription, we grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for your internal business purposes only. You may not:
- Sublicense, resell, or transfer the Services
- Use the Services for any third-party's benefit without our written consent
- Incorporate the Services into any other product or service
### 9.3 Your IP Rights
You retain all rights to your Customer Data. You grant us a limited license to process and use your Customer Data as described in Section 6 (Customer Data and Data Processing).
---
## 10. CONFIDENTIALITY
### 10.1 Confidential Information
Each party may receive confidential information (Trade Secrets, API Credentials, business information, etc.) from the other party. The receiving party will:
- Use such information only to perform obligations under these Terms
- Protect it with reasonable safeguards (at least equivalent to the care taken for its own confidential information)
- Not disclose it to third parties except to service providers under confidentiality obligations or as required by law
- Return or destroy it upon request or termination
### 10.2 Exceptions
Confidentiality obligations do not apply to information that:
- Is already publicly known through no breach by the receiving party
- Was independently developed without access to the confidential information
- Is required to be disclosed by law or legal process
---
## 11. THIRD-PARTY SERVICES AND INTEGRATIONS
### 11.1 Third-Party Platform Terms
The Services integrate with and rely on third-party platforms (TikTok Shop, Amazon, Shopify, Google Drive, Gmail, Xero, QuickBooks, etc.). Your use of these integrations is subject to those platforms' terms and policies.
We are not responsible for:
- Availability, reliability, or security of third-party platforms
- Changes made by third-party platforms to their APIs, terms, or policies
- Data loss or corruption related to third-party platforms
- Compliance with third-party platform terms (you are solely responsible)
- Disputes between you and third-party platforms
### 11.2 No Affiliation or Endorsement
Agentative is not affiliated with, endorsed by, or sponsored by TikTok, Amazon, Shopify, Google, or any other platform unless expressly stated in writing. We are an independent third-party service.
### 11.3 Integration Authorization
When you authorize us to access a third-party account:
- You confirm you have the right and authority to grant such access
- You authorize us to access only the scopes and data you enable
- You are responsible for any consequences of authorizing access
- You can revoke access at any time through your account settings or the third-party platform
---
## 12. INTELLECTUAL PROPERTY COMPLIANCE
You represent and warrant that:
- You own or have valid rights to all Customer Data you upload or authorize us to access
- Your use of the Services does not infringe on any third-party intellectual property rights
- You will not use the Services to infringe, violate, or circumvent any IP rights
- You will comply with all trademark, copyright, and patent laws
We reserve the right to disable accounts and remove content that infringes or violates third-party IP rights.
---
## 13. PRIVACY AND DATA PROTECTION
### 13.1 Privacy Policy
Our collection and use of personal information is governed by our Privacy Policy, which is incorporated into these Terms by reference. You must review and agree to our Privacy Policy before using the Services.
### 13.2 DSPR and Third-Party Data Protection
Since the Services integrate with third-party platforms like TikTok Shop:
- You represent that you will comply with all applicable data protection laws (GDPR, CCPA, HIPAA, etc.)
- You are responsible for obtaining all necessary consents from merchants, customers, and users whose data you process
- You will comply with third-party platform data protection requirements and policies
- You will maintain appropriate documentation of consent and legal basis for data processing
---
## 14. WARRANTY DISCLAIMER
### 14.1 "AS IS" Services
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
### 14.2 No Guarantees
We do not guarantee or warrant that:
- The Services will meet your requirements or expectations
- The Services will be uninterrupted, timely, secure, or error-free
- Any defects or bugs will be corrected
- The Services will be compatible with third-party platforms or future platform changes
- Third-party integrations will always be available or functional
- Data will be accurately synced or processed
- The Services will achieve any particular business outcomes or revenue
### 14.3 Beta or Pre-Release Features
Some features may be offered on a beta, trial, or pre-release basis. These features are experimental and provided "AS IS" without warranties. We may discontinue beta features at any time.
---
## 15. LIMITATION OF LIABILITY
### 15.1 Cap on Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGENTATIVE'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE FEES YOU PAID TO AGENTATIVE IN THE 3 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
### 15.2 Excluded Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGENTATIVE SHALL NOT BE LIABLE FOR:
- Lost profits, revenue, or business opportunity
- Lost or corrupted data
- Lost goodwill or business reputation
- Indirect, incidental, special, consequential, or punitive damages
- Damages arising from third-party platforms, integrations, or services
- Business interruption or operational losses
- Any damages you could have avoided by following our security recommendations
This applies even if we have been advised of the possibility of such damages.
### 15.3 Essential Limitations
These limitations are essential terms of these Terms. If any limitation is found invalid, the remaining limitations apply to the maximum extent permitted by law.
### 15.4 No Liability for Third Parties
We are not liable for:
- Actions or inactions of third-party platforms (TikTok, Amazon, Shopify, etc.)
- Data loss or corruption by third parties
- API changes or deprecations by third parties
- Disputes between you and third parties
- Your violation of third-party platform terms
---
## 16. INDEMNIFICATION
You will indemnify, defend, and hold harmless Agentative LLC, its parents, subsidiaries, affiliates, officers, directors, employees, agents, and advisors from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:
- Your use of the Services in violation of these Terms
- Your violation of applicable law or third-party platform terms
- Your infringement of any intellectual property rights
- Your Customer Data or violation of third-party data rights
- Your breach of representations or warranties
- Any dispute between you and a third party
We will notify you of any claim, and you will cooperate reasonably in the defense.
---
## 17. DISPUTE RESOLUTION AND ARBITRATION
### 17.1 Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of law principles.
### 17.2 Mandatory Arbitration
Any dispute, claim, or controversy arising out of or relating to these Terms or the Services (including but not limited to contract disputes, tort claims, and statutory claims) shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules.
### 17.3 Arbitration Procedures
- Arbitration shall be conducted by a single arbitrator
- Arbitration shall take place in Denver, Colorado (or as mutually agreed)
- Each party shall bear its own attorney's fees and costs
- The arbitrator's decision shall be final and binding
- Judgment on the arbitration award may be entered in any court of competent jurisdiction
### 17.4 Class Action Waiver
YOU AGREE THAT ARBITRATION SHALL BE CONDUCTED ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE ACTION. NEITHER YOU NOR AGENTATIVE SHALL PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE ACTION AGAINST THE OTHER.
### 17.5 Exceptions to Arbitration
Notwithstanding the above, either party may seek equitable relief (injunctive relief, specific performance) in court for:
- Violations of intellectual property rights
- Breach of confidentiality obligations
- Violations of these Terms relating to credentials or account security
---
## 18. TERM AND TERMINATION
### 18.1 Term
These Terms begin when you accept them and continue until terminated by either party or by lapse of your subscription.
### 18.2 Termination by You
You may terminate your account and subscription at any time by:
- Canceling through your account settings, or
- Emailing support@agentative.com with a termination request
Termination takes effect at the end of your current billing period. No refund will be issued for the current billing period.
### 18.3 Termination by Us
We may terminate or suspend your access immediately, with or without notice, if:
- You materially breach these Terms and fail to cure within 10 days of written notice
- You violate third-party platform terms
- Your account creates a security risk or legal liability
- You engage in unlawful, fraudulent, or harmful activity
- Required by law
### 18.4 Effect of Termination
Upon termination:
- Your right to use the Services ends immediately
- We may delete your account and Customer Data after the data retention period (30 days + 35-day backup rotation)
- We may revoke your API access to third-party platforms
- Any provisions of these Terms that are intended to survive termination shall remain in effect (including Indemnification, Limitation of Liability, Arbitration, and Confidentiality)
---
## 19. CONTACT AND SUPPORT
**For account support, questions, or data deletion requests:**
Email: support@agentative.com
Website: https://www.Agentative.com
**For legal notices:**
Email: support@agentative.com
---
## 20. MISCELLANEOUS
### 20.1 Entire Agreement
These Terms, together with our Privacy Policy, constitute the entire agreement between you and Agentative regarding the Services. They supersede all prior or contemporaneous agreements or understandings.
### 20.2 Severability
If any provision of these Terms is found invalid or unenforceable, that provision shall be severed, and the remaining provisions shall continue in full force and effect.
### 20.3 Waiver
Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.
### 20.4 Assignment
You may not assign or transfer these Terms or your account without our written consent. We may assign these Terms to our affiliates or successors without restriction.
### 20.5 Notices
We may provide notices to you via email at the address on your account, or by posting on our Platform. You agree that electronic notices satisfy any legal requirement for written notice.
### 20.6 No Third-Party Beneficiaries
These Terms do not create rights or benefits for any third party.
### 20.7 Survival
Provisions that by their nature are intended to survive termination (Confidentiality, Indemnification, Limitation of Liability, Arbitration, Intellectual Property) shall survive termination of these Terms.
---
**END OF TERMS OF SERVICE**
---
### IMPORTANT COMPLIANCE NOTICE
**By using Agentative, you acknowledge:**
1. **You are responsible for third-party platform compliance.** Your use of the Services to integrate with TikTok Shop, Amazon, Shopify, and other platforms means you are bound by those platforms' developer terms, data protection policies, and acceptable use policies. Violations may result in:
- Suspension or revocation of API access by the platform
- Termination of your account with that platform
- Legal liability to you personally
- Damage to your business operations
2. **You control data authorization.** You alone decide what data scopes to authorize. We request only the minimum data needed for each feature. You are responsible for ensuring you have proper authority to grant data access and that such access complies with all applicable laws.
3. **Security is shared responsibility.** You are responsible for maintaining credential security, implementing MFA, rotating API tokens, and maintaining audit logs. We implement industry-standard safeguards, but you must maintain your side of the security contract.
4. **Data minimization is required.** Consistent with TikTok DSPR, Amazon DPP, and Shopify requirements, you must not request or use more data than necessary for your stated business purposes.
5. **We do not control third parties.** We are not responsible for third-party platform changes, API deprecations, outages, or policy changes. We will notify you of changes affecting the Services, but your compliance with third-party terms is your responsibility.