Terms of Service

1. Acceptance & Authority

By accessing or using the Service, you agree to be bound by these Terms and all policies referenced herein (including the Privacy Notice, Cookie Policy, and any Order Form, Data Processing Addendum ("DPA"), or Service Level Agreement ("SLA"), if applicable). If you are using the Service on behalf of an entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

2. Changes to the Terms

We may update these Terms from time to time. The most current version will be posted on our site. If a change is material, we will provide reasonable notice (e.g., via email or in-product). Your continued use of the Service after the effective date of updates constitutes acceptance of the revised Terms.

3. Accounts & Eligibility

• Registration. You must provide accurate account information and keep it up-to-date. You are responsible for safeguarding credentials and for all activities on your account.
• Users. Accounts are for a single individual; seat sharing is prohibited unless your Order Form allows it.
• Verification. We may verify identity and eligibility or require additional information to activate features.

4. Orders, Plans, Free Trials

• Order Forms. Features, usage limits, fees, and term lengths may be set out in an Order Form or in-app plan selection.
• Free Trials & Beta. Trials and beta/preview features are provided AS IS without warranties or service commitments and may be changed or discontinued at any time.
• Usage Limits. We may enforce reasonable technical limits (e.g., rate limits, model-token quotas, storage caps). Exceeding limits may result in throttling or additional fees where agreed.

5. Fees, Billing, Taxes, Renewals

• Fees. You agree to pay all fees described at checkout or in your Order Form. Prices are exclusive of taxes.
• Billing. By subscribing, you authorize recurring charges to your payment method until cancellation.
• Auto‑Renewal. Plans renew automatically for the same term unless you cancel at least 24 hours before the end of the then‑current term through your account settings or by contacting us.
• Refunds. Except where required by law or expressly stated otherwise, all fees are non‑refundable and non‑creditable, including for partial periods. If your plan includes downloadable or exportable deliverables (e.g., reports, models, financial templates), fees become non‑refundable once such deliverables are downloaded or exported.
• Taxes. You are responsible for any applicable sales, use, VAT, GST, or similar taxes (excluding taxes on our net income).
• Price Changes. We may change prices upon renewal. We will give reasonable prior notice for increases.

6. Acceptable Use

You will not (and will not permit anyone else to):

• Access or use the Service in violation of any law or third‑party rights.
• Upload, transmit, or store content that is unlawful, harmful, deceptive, infringing, defamatory, or invasive of privacy; or that contains malware or exploits.
• Attempt to gain unauthorized access to, probe, scan, or test the vulnerability of any system or network; or circumvent security or authentication measures.
• Interfere with or disrupt the Service's integrity or performance, including via excessive automated requests outside agreed limits.
• Reverse‑engineer, decompile, disassemble, or otherwise attempt to derive source code, models, or underlying ideas (except where permitted by law that cannot be excluded).
• Copy, modify, create derivative works of, or resell the Service except as expressly permitted in an Order Form.
• Harvest or collect data about others without lawful basis and consent where required.
• Use the Service to develop or train models that compete with AgoraMaven, or to benchmark for competitive purposes without our prior written consent.
• Use automated means (bots, scrapers) to access the Service without our written consent, except as permitted by our API terms.

We may monitor use for compliance.

7. Customer Data & Content

• Ownership. You retain all rights to data, files, prompts, inputs, and other content you submit to or process with the Service ("Customer Data").
• License to Operate. You grant us a non‑exclusive, worldwide, royalty‑free license to host, copy, process, transmit, and display Customer Data solely to provide and maintain the Service, address support issues, and as otherwise permitted by these Terms or your written instructions.
• Your Responsibilities. You are responsible for (a) the accuracy and legality of Customer Data; (b) obtaining necessary consents and notices; and (c) your end users' compliance with these Terms.

8. AI‑Generated Content & Model Training

• Advisory Only. Outputs produced by the Service (e.g., strategy suggestions, forecasts, summaries, investor matches) are advisory and may be inaccurate or incomplete. We do not provide legal, financial, accounting, or investment advice. You should verify outputs before relying on them.
• No Significant Effects. We do not make decisions with legal or similarly significant effects without human involvement. You may request human review of outputs that you believe are inaccurate or unfair.
• No Training by Default. Customer Data is not used to train foundation models by default. We may use your data to fine‑tune or improve models only with your explicit opt‑in and subject to our DPA and Privacy Notice. You may withdraw opt‑in at any time.
• Data Isolation. Customer Data is logically isolated, access‑controlled, and not disclosed to other customers.

9. Confidentiality

Each party may receive non‑public information from the other that is identified as confidential or should reasonably be understood to be confidential ("Confidential Information"). The receiving party will use the same degree of care it uses to protect its own similar information (but at least reasonable care) to protect Confidential Information and will use it only to perform under these Terms. Exclusions apply where information is public, independently developed without use of the discloser's information, or received from a third party without duty of confidentiality. Either party may disclose Confidential Information if required by law with reasonable prior notice to the extent permitted.

10. Intellectual Property; Feedback

• Our IP. The Service (including software, models, workflows, interfaces, designs, and documentation) is owned by AgoraMaven or its licensors and is protected by intellectual property laws. No rights are granted except as expressly stated.
• Restrictions. You will not remove proprietary notices, or use any trademarks, service marks, or logos without our prior written permission.
• Feedback. You grant AgoraMaven a perpetual, irrevocable, royalty‑free license to use suggestions or feedback for any purpose without restriction or compensation (excluding your Confidential Information and Customer Data).

11. Third‑Party Services & Open Source

The Service may interoperate with third‑party services or include open‑source components subject to their own terms. Your use of third‑party services is governed by their terms, not ours. We are not responsible for third‑party services. Open‑source notices are available upon request.

12. Privacy & Data Protection

Please review our Privacy Policy to understand how we collect, use, and protect personal data. Where required, we offer a DPA with Standard Contractual Clauses for international transfers. Security measures include encryption in transit and at rest, role‑based access controls, logging, and regular testing.

13. Service Changes; Availability; Support

We may modify, suspend, or discontinue the Service (or any part) at any time. We will use reasonable efforts to notify you of material changes in advance where feasible. The Service may be unavailable due to maintenance, updates, or outages. Unless an SLA is expressly agreed, availability targets are not guaranteed. Support channels and response targets, if any, are described in your plan or Order Form.

14. Export Controls & Sanctions

You must comply with all applicable export control and sanctions laws. You will not export, re‑export, or transfer the Service or technical data to any prohibited destination or person.

15. Publicity

With your consent (which may be given in an Order Form or by email), we may identify you as a customer and use your name and logo in our customer lists, website, and marketing materials. You may withdraw consent at any time.

16. Term; Suspension; Termination

• Term. These Terms begin when you first use the Service and continue until your subscription ends.
• Suspension. We may suspend access immediately if (a) you breach these Terms; (b) your account is delinquent; (c) we detect security risks; or (d) required by law.
• Termination for Cause. Either party may terminate if the other materially breaches and fails to cure within 30 days of notice (10 days for non‑payment).
• Effect. Upon termination, your access ends. We will retain Customer Data for 30 days to allow export upon request (unless legally required to retain longer), after which we may delete it from active systems and backups per our retention schedule. Fees are non‑refundable unless required by law.

17. Warranties & Disclaimers

EXCEPT AS EXPRESSLY STATED, THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON‑INFRINGEMENT, AND THAT THE SERVICE OR OUTPUTS WILL BE ACCURATE, ERROR‑FREE, OR UNINTERRUPTED.

18. Indemnification

You will defend, indemnify, and hold harmless AgoraMaven and its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to: (a) your use of the Service; (b) your violation of these Terms or applicable law; (c) Customer Data (including alleged infringement or misuse); or (d) your reliance on outputs without appropriate professional review.

Optional IP Indemnity (Enterprise Plans). If expressly included in an Order Form, AgoraMaven will defend you against third‑party claims alleging that the Service (excluding Customer Data or third‑party services) infringes intellectual property rights, and will pay damages finally awarded, provided you promptly notify us, give us sole control of the defense, and provide reasonable cooperation. Our obligations do not apply to claims arising from combinations not provided by us, modifications not made by us, or use in violation of these Terms. If infringement is found, we may procure the right for you to continue using the Service, modify it, or terminate the affected features with a pro‑rated refund of prepaid, unused fees.

19. Dispute Resolution; Governing Law

• Governing Law. These Terms are governed by the laws of the State of Delaware, USA, without regard to conflict‑of‑laws rules.
• Arbitration. Any dispute arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration will be Wilmington, Delaware, and the language will be English.
• Class Action/Jury Waiver. You and AgoraMaven waive any right to a jury trial or to participate in a class action.
• Injunctive Relief. Either party may seek temporary or permanent injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
• Opt‑Out. You may opt out of arbitration by emailing hello@agoramaven.com within 30 days of first accepting these Terms, stating your name, account email, and a clear request to opt out of arbitration. If you opt out, the exclusive jurisdiction and venue will be the state and federal courts located in New Castle County, Delaware, and the parties consent to personal jurisdiction and waive any objection to inconvenient forum.

20. Accessibility

We aim to make the Service accessible. If you encounter accessibility issues, contact hello@agoramaven.com.

21. Notices

Notices to AgoraMaven must be sent to hello@agoramaven.com and to our registered address (set forth in our Privacy Notice). We may provide notices to you via email, in‑product messages, or your account address.

22. Assignment

You may not assign or transfer these Terms without our prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the assignee agrees in writing to be bound by these Terms. We may assign these Terms without restriction.

23. Force Majeure

Neither party is liable for delays or failures due to events beyond its reasonable control (e.g., acts of God, labor disputes, internet failures, denial‑of‑service attacks, or governmental actions).

24. Miscellaneous

These Terms (together with referenced policies and any Order Form, DPA, or SLA) constitute the entire agreement and supersede all prior or contemporaneous agreements on the subject matter. If any provision is held unenforceable, it will be replaced with a valid provision that most closely reflects the intent; the remainder remains in effect. No waiver is effective unless in writing. The parties are independent contractors. There are no third‑party beneficiaries. Sections that by their nature should survive termination will survive (including 7–11 and 16–25).

25. Contact

Questions about these Terms? Email hello@agoramaven.com.