Terms of Service

Effective Date: June 26, 2025

These Terms of Service (“Terms”) govern your access to and use of the software-as-a-service (SaaS) products, features, services, applications, APIs, and websites (collectively, the “Services”) offered by SUPERAGENT AI, Inc. (“SUPERAGENT,” “we,” “our,” or “us”), a Delaware corporation with its principal place of business located at 825 SW 23rd Road, Miami, FL 33129, USA. By registering for an account, accessing the Services, or executing an Order Form that incorporates these Terms by reference, you (“Customer,” “you,” or “your”) agree to be legally bound by these Terms. If you are accepting these Terms on behalf of a legal entity, you represent and warrant that you have the authority to bind that entity. If you do not agree to these Terms, you must not access or use the Services.

1. Access and Use of Services

1.1 License Grant. Subject to your full compliance with these Terms, SUPERAGENT grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for your internal business operations, in accordance with any applicable documentation, usage limits, and order terms.

1.2 Usage Restrictions. You may not: (a) copy, modify, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Services; (b) rent, lease, distribute, sell, or sublicense the Services to any third party; (c) use the Services to build a similar or competitive product or service; or (d) interfere with or disrupt the performance, availability, or integrity of the Services or any data contained therein.

1.3 Beta Services. From time to time, SUPERAGENT may offer early access to experimental features or beta services. These features may be modified or discontinued at any time without notice and are provided “as is” without warranty or support.

2. Account Registration and Responsibility

2.1 Account Setup. To use certain components of the Services, you must register for an account. You agree to provide complete, accurate, and current information during registration and to update such information as necessary.

2.2 Access Control. You are responsible for safeguarding your account credentials. SUPERAGENT is not liable for any loss or damage arising from unauthorized access to your account.

2.3 Authorized Users. You are responsible for all activity conducted by your authorized users and agree to ensure that each user complies with these Terms and any additional policies published by SUPERAGENT.

3. Customer Data and Data Processing

3.1 Ownership. As between the parties, Customer retains ownership of all Customer Data. “Customer Data” includes all content, audio, recordings, transcripts, CRM records, leads, notes, metadata, and any other data submitted or uploaded to the Services by you or your authorized users.

3.2 Processing. You grant SUPERAGENT a limited, non-exclusive, non-transferable license to process, reproduce, host, store, display, and use Customer Data as necessary to provide the Services, improve features, and fulfill contractual obligations.

3.3 Third-Party Sharing. SUPERAGENT does not sell Customer Data. We may share Customer Data with subprocessors and infrastructure providers solely for the purpose of operating or supporting the Services. Subprocessors are subject to data protection obligations consistent with applicable law.

3.4 Compliance and Protection. SUPERAGENT maintains data security protocols and complies with applicable data privacy regulations including the General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and others as relevant.

4. Security Obligations

4.1 Data Security. SUPERAGENT implements commercially reasonable administrative, physical, and technical safeguards to protect Customer Data against accidental loss, misuse, unauthorized access, disclosure, alteration, and destruction.

4.2 Incident Notification. In the event of a security breach that compromises personal data, SUPERAGENT will notify affected customers without undue delay after becoming aware of the breach, in accordance with applicable legal obligations.

4.3 Customer Responsibilities. You are solely responsible for maintaining appropriate security measures for your systems, networks, and endpoints. You must ensure that authorized users follow secure access practices.

5. Fees, Billing, and Taxes

5.1 Subscription Fees. Access to paid Services is subject to applicable subscription fees detailed on the Order Form or public pricing page. Fees are calculated based on selected usage plans, call volume, credit allotments, and other metered variables.

5.2 Payment Terms. Payments are due monthly or annually in advance, depending on your subscription type. Late payments may incur interest charges at the lesser of 1.5% per month or the maximum rate permitted by law.

5.3 Taxes. Fees do not include sales, use, VAT, or other applicable taxes, which you agree to pay unless you provide a valid tax exemption certificate.

5.4 No Refunds. Except as expressly provided herein, all fees are non-cancelable and non-refundable.

6. Term, Termination, and Suspension

6.1 Term. These Terms begin on the Effective Date and continue until terminated as provided herein.

6.2 Termination for Convenience. Either party may terminate this Agreement with thirty (30) days’ written notice. Upon termination, you will no longer have access to the Services.

6.3 Termination for Cause. SUPERAGENT may terminate or suspend access immediately if: (a) you breach these Terms or misuse the Services; (b) payment is not received within fifteen (15) days of the due date; or (c) required by law.

6.4 Data Return and Deletion. Upon termination, you may request access to export your Customer Data within thirty (30) days. Thereafter, we will delete or anonymize your data in accordance with our Data Retention Policy.

7. Intellectual Property Rights

7.1 SUPERAGENT Intellectual Property. All right, title, and interest in and to the Services, software, documentation, templates, analytics, and all improvements or derivatives thereof are and shall remain the exclusive property of SUPERAGENT.

7.2 Feedback. You may voluntarily provide suggestions, comments, or feedback (“Feedback”) regarding the Services. SUPERAGENT may use such Feedback without restriction and without obligation to you.

8. Confidentiality

8.1 Confidential Information. Each party agrees to keep confidential all non-public business, technical, or financial information disclosed under these Terms that is marked confidential or would reasonably be considered confidential.

8.2 Use and Disclosure. Confidential information may only be used for the purpose of fulfilling obligations under these Terms and may not be disclosed to third parties except to affiliates, employees, advisors, or legal counsel with a need to know.

8.3 Exclusions. Confidentiality obligations do not apply to information that: (a) is publicly available through no fault of the receiving party; (b) was already known; (c) is independently developed; or (d) is disclosed pursuant to court order or legal requirement.

9. Warranties and Disclaimers

9.1 Mutual Warranties. Each party represents and warrants that it has the legal authority to enter into these Terms.

9.2 SUPERAGENT Warranty. SUPERAGENT warrants that it will provide the Services in a professional and workmanlike manner. If the Services fail to conform to this warranty, your sole remedy is re-performance of the affected Services.

9.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SUPERAGENT DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. Limitation of Liability

10.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, REVENUE, OR BUSINESS INTERRUPTION.

10.2 TOTAL LIABILITY OF SUPERAGENT UNDER THESE TERMS SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO SUPERAGENT IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless SUPERAGENT, its affiliates, officers, employees, and contractors from any claims, liabilities, damages, losses, and expenses arising out of or related to: (a) your use of the Services; (b) your breach of these Terms; or (c) your violation of any law or third-party rights.

12. Modifications to the Terms

SUPERAGENT reserves the right to modify these Terms at any time. We will provide notice of material changes. Continued use of the Services following notice constitutes acceptance of the updated Terms.

13. Governing Law and Dispute Resolution

These Terms shall be governed by the laws of the State of Delaware without regard to its conflicts of laws principles. Any dispute shall be resolved in the courts located in Delaware, and each party consents to such jurisdiction.

14. Data Retention Policy

14.1 Retention. Customer Data is retained for the duration of the active subscription. Upon termination or expiration, SUPERAGENT retains data for up to ninety (90) days to allow for retrieval, after which it is securely deleted unless subject to legal preservation.

14.2 Secure Deletion. Data deletion involves purging from live systems, storage media, and backup environments. Secure deletion is verified using internal logs and data integrity checks.

14.3 Retained Metadata. System logs, authentication records, and usage metadata are retained for at least twelve (12) months for security and compliance.

14.4 Data Portability. Customers may export their data in standard formats via self-service tools or formal request prior to deletion.

15. Acceptable Use Policy

15.1 Prohibited Activities. You agree not to use the Services to:

(a) violate any applicable laws or regulations;

(b) infringe or misappropriate third-party rights;

(c) upload viruses, malware, or harmful code;

(d) engage in spam, phishing, or fraudulent behavior;

(e) record or monitor communications without appropriate legal consent;

(f) interfere with network operations or platform integrity.

15.2 Enforcement. SUPERAGENT may investigate suspected violations and may suspend or terminate access in response to a breach. Repeat offenders may be permanently banned.

15.3 Reporting Abuse. Abuse or misuse may be reported to legal@getsuperagent.com. We respond promptly to verified complaints.

16. Contact Information

For legal inquiries or questions about these Terms:

SUPERAGENT AI, Inc.

825 SW 23rd Road

Miami, FL 33129

Email: legal@getsuperagent.com