Effective Date: August 11, 2026
1.1 Parties. These Terms of Service (the “Terms”) are a binding contract between SUPERAGENT AI, Inc., a Delaware corporation (“SUPERAGENT,” “we,” “us,” or “our”), and the entity or person that registers for, accesses, or uses the Services (“Customer,” “you,” or “your”).
1.2 Acceptance. You accept these Terms when you do any of the following: (a) click a box or button indicating acceptance during account registration or checkout; (b) execute or accept an Order that references these Terms; or (c) access or use the Services. If you do not agree, you must not access or use the Services.
1.3 Authority. If you accept these Terms on behalf of an entity, you represent and warrant that you are at least eighteen (18) years old, that you have full authority to bind that entity, and that the entity is the Customer. If you lack that authority, you must not accept these Terms, and you personally accept these Terms in your individual capacity.
1.4 The Agreement. These Terms incorporate by reference: the SUPERAGENT Subscription Agreement, the SUPERAGENT Privacy Policy, the Acceptable Use Policy in Schedule A, the Data Retention Policy in Schedule B, any Order, and any Statement of Work executed under the SUPERAGENT Professional Services Agreement (together, the “Agreement”).
1.5 Order of precedence. If there is a conflict, the following order controls, from highest to lowest: (a) a Statement of Work, for the professional services described in it only; (b) an executed Order or Quote; (c) the Subscription Agreement; (d) the Professional Services Agreement; (e) these Terms; (f) the Documentation. A purchase order, vendor portal terms, or other Customer-issued document has no effect on the Agreement, and any conflicting or additional terms in it are rejected, even if SUPERAGENT accepts payment referencing it.
1.6 Record of acceptance. SUPERAGENT records and retains the fact and time of your acceptance, the account identifier, the internet protocol address used, and the version of the Terms presented. That record is admissible evidence of your acceptance.
“Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where control means ownership of more than fifty percent (50%) of the voting interests.
“Authorized User” means an individual employee, contractor, or agent of Customer whom Customer authorizes to use the Services under Customer’s account.
“Communications” means any telephone call, voicemail, text or multimedia message, email, or other electronic message that is initiated, placed, sent, scheduled, or delivered to a Recipient through the Services at Customer’s direction, including any such message generated, drafted, or spoken by an AI Agent.
“Customer Data” means all data, content, recordings, transcripts, contact records, lead records, policy information, notes, documents, prompts, configurations, and other material that Customer or its Authorized Users submit to, upload to, or generate through the Services, and all call audio and message content ingested by the Services at Customer’s direction. Customer Data does not include Usage Data or Output.
“Documentation” means the then-current user guides, help center articles, in-product guidance, and technical documentation SUPERAGENT makes generally available for the Services.
“AI Agent” means any artificial intelligence feature of the Services, including the SUPERAGENT Chat, the Inbound AI Agent, the Outbound AI Agent, the Live Call AI Agent, the Training AI Agent, the Quoting AI Agent, the Retention AI Agent, and any successor or additional agent SUPERAGENT makes available.
“Order” means the online checkout, subscription selection, quote, or ordering document through which Customer subscribes to the Services, including any renewal.
“Output” means any text, summary, score, transcript, translation, classification, recommendation, draft message, campaign, playbook, or other content generated by an AI Agent.
“Platform” means the SUPERAGENT software as a service application, including all AI Agents, dashboards, integrations, and related features.
“Pricing Page” means the current published SUPERAGENT pricing at getsuperagent.com/pricing, as updated from time to time in accordance with Section 24 and the Subscription Agreement.
“Recipient” means any person or entity that receives a Communication.
“Services” means the Platform, the Documentation, SUPERAGENT websites, application programming interfaces, and any professional or support services SUPERAGENT provides.
“SUPERcredits” means the SUPERAGENT platform usage currency, consumed when the Services perform metered operations. SUPERcredits are described in the Subscription Agreement.
“Usage Data” means technical and operational data generated by or derived from Customer’s use of the Services in de-identified or aggregated form, excluding Customer Data in identifiable form.
3.1 Eligibility. The Services are offered only to businesses and business professionals for internal business purposes. The Services are not offered to consumers for personal, family, or household purposes, and are not directed to individuals under eighteen (18) years of age.
3.2 Self-service registration. Certain plans allow Customer to register, provide a payment method, and obtain access without a signed order or sales conversation. Registration requires complete, accurate, and current information, including a valid business email address, business telephone number, and legal entity name. Customer must keep that information current.
3.3 Plans requiring approval. Access to the Starter Plan and the Enterprise Plan is not self-service. The Starter Plan is available by application only and access is granted solely at SUPERAGENT’s discretion after review against the published eligibility criteria. Enterprise Plan access requires an executed Order. SUPERAGENT may decline any application or registration for any lawful reason, and may revoke access if the eligibility information Customer supplied was inaccurate.
3.4 One account per agency. Customer may maintain one account per legal entity unless SUPERAGENT agrees otherwise in writing. Customer must not create multiple accounts, use aliases or lookalike entities, or use a trial to circumvent usage limits, plan eligibility, pricing, or a prior suspension or termination.
3.5 Credentials and account security. Customer is responsible for maintaining the confidentiality of all account credentials and for all activity occurring under its account, whether or not authorized. Customer must notify SUPERAGENT at security@getsuperagent.com promptly upon becoming aware of any unauthorized access. SUPERAGENT is not liable for any loss arising from unauthorized use of Customer’s credentials.
3.6 Authorized Users. Customer is responsible for the acts and omissions of its Authorized Users as if they were Customer’s own, and must ensure each Authorized User complies with the Agreement. Seat and user limits are set by the applicable plan. Credentials must not be shared between individuals.
3.7 Administrators. Any Authorized User designated as an administrator may take actions on Customer’s behalf, including purchasing SUPERcredits, changing plans, adding users, connecting integrations, launching campaigns, and cancelling the subscription. SUPERAGENT may rely on the instructions of any person who authenticates as an administrator.
4.1 License grant. Subject to Customer’s compliance with the Agreement and payment of all fees, SUPERAGENT grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right, during the subscription term, to access and use the Services for Customer’s internal business operations, in accordance with the Documentation and the usage limits of Customer’s plan.
4.2 Reservation of rights. All rights not expressly granted are reserved by SUPERAGENT and its licensors. No rights are granted by implication, estoppel, or otherwise.
4.3 Restrictions. Customer must not, and must not permit any third party to:
4.4 Verification. SUPERAGENT may audit Customer’s use of the Services to verify compliance with plan limits and the restrictions in this Section, using automated telemetry and account records, and no more than once in any twelve (12) month period by written request for records, on ten (10) business days’ notice. If an audit reveals use in excess of Customer’s plan, Customer must pay the applicable fees for the excess use.
4.5 Beta and early access. SUPERAGENT may make features available on a beta, preview, pilot, or early access basis. Those features are provided “AS IS,” may be modified, suspended, or discontinued at any time without notice or liability, are excluded from any service level or support commitment, and are Confidential Information of SUPERAGENT. Customer’s use of them is voluntary and at Customer’s sole risk.
4.6 Modifications to the Services. SUPERAGENT may modify, update, or improve the Services at any time. SUPERAGENT will not materially degrade the core functionality of the Services during a paid subscription term. Roadmap statements, previews, and future feature descriptions are not commitments, and Customer’s purchase is not contingent on the delivery of any future functionality.
5.1 Commercial terms live in the Subscription Agreement. Plans, prices, SUPERcredit allotments, free trials, automatic renewal, cancellation, refunds, overage, and collections are governed by the SUPERAGENT Subscription Agreement, which is incorporated into these Terms. Professional services are governed by the SUPERAGENT Professional Services Agreement and the applicable Statement of Work.
5.2 Free trial summary. Where SUPERAGENT offers a free trial, Customer must provide a valid payment method at sign-up, the trial is limited in features and usage as disclosed at sign-up, and unless Customer cancels before the trial ends, the subscription begins automatically and the payment method on file is charged the then-applicable plan fee. Customer may cancel at any time during the trial from account settings, without contacting support. Full terms are in Section 3 of the Subscription Agreement.
5.3 Taxes. Fees are exclusive of sales, use, excise, value added, gross receipts, communications, universal service, regulatory, and similar taxes, surcharges, and fees, all of which Customer is responsible for, other than taxes on SUPERAGENT’s net income. Communications-related surcharges may apply to telephony and messaging usage. If Customer is exempt, Customer must provide a valid exemption certificate before the applicable charge.
6.1 Ownership. As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data. No ownership of Customer Data transfers to SUPERAGENT.
6.2 License to SUPERAGENT. Customer grants SUPERAGENT and its subprocessors a worldwide, non-exclusive, royalty-free license to host, store, transmit, reproduce, process, display, analyze, translate, and otherwise use Customer Data solely to: (a) provide, maintain, secure, and support the Services; (b) prevent or address technical, security, fraud, abuse, or compliance issues; (c) generate Output at Customer’s direction; (d) comply with law; and (e) create Usage Data.
6.3 SUPERAGENT does not train foundation models on Customer Data. SUPERAGENT does not use Customer Data to train, fine-tune, or improve any general purpose or foundation artificial intelligence model, and contractually requires its artificial intelligence model providers not to use Customer Data submitted through the Services to train their general purpose models. SUPERAGENT may use Customer Data to improve Customer’s own configuration and results within Customer’s account, for example by applying Customer’s corrections to categories and coaching rules to Customer’s account, and may use Usage Data for any lawful business purpose.
6.4 Customer responsibility for Customer Data. Customer is solely responsible for Customer Data, including its accuracy, quality, legality, and the means by which it was acquired. Customer represents and warrants that it has all rights, consents, permissions, and lawful bases necessary for: (a) Customer Data to be submitted to and processed by the Services; (b) the recording, transcription, and analysis of the calls Customer causes the Services to ingest; and (c) the Communications Customer causes the Services to send.
6.5 Prohibited data. Customer must not submit to the Services, and must configure its use so the Services do not receive: (a) protected health information subject to the Health Insurance Portability and Accountability Act, unless the parties have executed a business associate agreement; (b) cardholder data subject to the Payment Card Industry Data Security Standard, other than through SUPERAGENT’s designated payment processor; (c) government-issued identification numbers, including Social Security numbers, except where a specific Service feature is documented to accept them; (d) biometric identifiers or biometric information as defined by the Illinois Biometric Information Privacy Act or any similar law; (e) information about individuals known to be under eighteen (18) years of age; or (f) data subject to export control, classified information, or data whose disclosure would violate a duty of confidentiality owed by Customer. Customer is solely liable for any prohibited data it submits.
6.6 Backup. Customer is responsible for maintaining its own copies and backups of Customer Data. SUPERAGENT is not an archive of record.
6.7 Aggregated and de-identified data. SUPERAGENT may create and use Usage Data, and aggregated or de-identified data derived from Customer Data, for benchmarking, analytics, security, product development, and the publication of industry insights, provided that such data does not identify Customer, any Authorized User, or any Recipient, and is not reverse engineered to do so.
6.8 Data processing. Where SUPERAGENT processes personal information on Customer’s behalf, SUPERAGENT acts as a processor or service provider and Customer acts as the controller or business. The SUPERAGENT Data Processing Addendum, when executed or when accepted through the Services, governs that processing and is incorporated into the Agreement.
7.1 Output is a draft, not a decision. The Services generate Output using artificial intelligence models. Artificial intelligence systems are probabilistic. Output can be inaccurate, incomplete, out of date, biased, or wholly fabricated, and can misinterpret audio, accents, terminology, or context. Customer must independently review and verify all Output before relying on it, communicating it to any third party, or taking any action based on it.
7.2 No professional, insurance, legal, tax, or financial advice. The Services do not provide, and Output does not constitute, insurance advice, coverage advice, suitability or replacement advice, underwriting or claims determinations, binding quotes, legal advice, tax advice, or financial advice. SUPERAGENT is not an insurance producer, agent, broker, adjuster, carrier, or advisor, is not licensed in any jurisdiction to transact insurance, and does not act as a fiduciary to Customer or to any Recipient.
7.3 What specific AI Agents do and do not do. For the avoidance of doubt, and notwithstanding any marketing material:
7.4 Human review of consequential decisions. Customer must not use the Services or Output as the sole basis for any decision that produces a legal or similarly significant effect on an individual, including decisions relating to insurance underwriting, rating, eligibility, coverage, cancellation, non-renewal or claims, credit, employment, or housing. Where Customer uses Output as an input to any such decision, Customer must apply meaningful human review, must retain records of that review, and is the deployer of the automated decision-making technology for purposes of any applicable law.
7.5 AI identification is a platform behavior. The Services are configured to disclose, at the outset of every outbound and inbound artificial intelligence voice interaction, that the Recipient is interacting with artificial intelligence, and to identify SUPERAGENT’s Customer on whose behalf the call is placed. Customer must not disable, suppress, shorten, obscure, or instruct any AI Agent to deny or misrepresent its artificial nature. Doing so is a material breach of the Agreement and grounds for immediate suspension. This behavior exists because a growing number of federal, state, and foreign laws require artificial intelligence to be identified in consumer interactions, or provide legal protection where it is, and because further rulemaking on artificial-intelligence-generated calls is pending.
7.6 Third party models. The Services are built in part on artificial intelligence models licensed from third party providers. Those providers may modify, deprecate, or discontinue models. SUPERAGENT may substitute or update the models underlying any AI Agent at any time, and is not liable for changes in Output quality, style, or latency resulting from such changes.
7.7 Prompts and instructions. Customer is responsible for the prompts, skills, playbooks, coaching rules, scripts, message templates, personas, and other instructions it configures. Customer must not configure the Services to make claims about insurance products, coverage, pricing, or carrier relationships that Customer is not licensed and authorized to make, or that are false or misleading.
Customer must comply with the Acceptable Use Policy in Schedule A. SUPERAGENT may investigate suspected violations, and may remove or disable access to offending content or configurations, and suspend or terminate access, in accordance with Section 18.
9.1 What the Services do. The Services record, ingest, store, transcribe, translate, analyze, and score telephone conversations and messages at Customer’s direction, and retain those recordings and transcripts in Customer’s account.
9.2 Customer is responsible for consent. Laws in at least twelve (12) states, including California, Connecticut, Delaware, Florida, Illinois, Maryland, Massachusetts, Montana, New Hampshire, Oregon, Pennsylvania, and Washington, require the consent of every party to a recorded communication, and other states and countries impose their own requirements. Customer is solely responsible for obtaining, documenting, and retaining all consents and for providing all notices required to record, monitor, transcribe, and analyze any communication, from every participant, in every applicable jurisdiction. Customer must configure and use the announcement and notice features of the Services accordingly, and must not disable them.
9.3 Recording announcements. The Services provide automated recording notification. Customer must keep recording notifications enabled for all recorded calls. Where Customer elects to ingest recordings captured outside the Services, Customer warrants that those recordings were lawfully obtained with all required consents.
9.4 Employee monitoring. Where Customer uses the Services to record, score, or evaluate its own personnel, Customer is solely responsible for compliance with all applicable employment, labor, works council, notice, and privacy requirements, and for providing any required notice to its personnel.
9.5 No biometric processing. The Services are not designed or licensed to create voiceprints or other biometric identifiers. Customer must not use the Services to attempt to create, derive, or store biometric identifiers or biometric information.
This Section is material to the Agreement and to SUPERAGENT’s willingness to provide the Services.
10.1 Customer is the initiator and the seller. Customer, and not SUPERAGENT, is the “seller,” “telemarketer,” “sender,” and “initiator” of every Communication for purposes of the Telephone Consumer Protection Act (47 U.S.C. section 227) and its implementing regulations, the Telemarketing Sales Rule, the CAN-SPAM Act, and all state telemarketing, telephone solicitation, and commercial messaging laws. Customer determines the Recipients, the content, the timing, the frequency, the purpose, and the campaign configuration. SUPERAGENT provides technology that executes Customer’s instructions and does not select Recipients or originate message content on its own behalf.
10.2 Customer covenants. Customer represents, warrants, and covenants that, for every Communication and every Recipient, Customer will:
10.3 SUPERAGENT platform guardrails. SUPERAGENT maintains the following controls, and Customer must not circumvent them: artificial intelligence identification at the start of voice interactions; recording announcements; automatic honoring of stop, unsubscribe, and opt-out keywords across channels; suppression and do-not-call list ingestion and enforcement; do-not-call registry scrubbing through a third-party service for standard campaigns; quiet hour and state-specific calling window enforcement; a hard block on Sunday calling and texting; automatic insertion of Customer’s physical address and an unsubscribe link into campaign email; bounce risk pre-checks; per-campaign spending limits; and consent attestation at campaign launch. These controls reduce risk. They do not establish consent, and they are not a substitute for Customer’s compliance program. SUPERAGENT does not warrant that the controls are complete, current with every jurisdiction, or sufficient for Customer’s use case.
10.4 Attestation. Customer must complete SUPERAGENT’s consent attestation before launching a campaign. A false attestation is a material breach.
10.5 Audit and suspension. SUPERAGENT may request Customer’s consent records, complaint logs, and opt-out records at any time, and may immediately suspend any campaign, number, sending domain, or account, without notice and without liability, where SUPERAGENT reasonably believes there is non-compliance, an elevated complaint or spam rate, a carrier or vendor block or inquiry, a regulatory or law enforcement inquiry, or a risk to SUPERAGENT’s telephony, messaging, or email infrastructure or reputation.
10.6 Provisioning realities. Customer acknowledges that outbound capability depends on third-party approvals outside SUPERAGENT’s control, and that in particular: A2P 10DLC campaign approval is granted by carriers and can take weeks; email sending domains require a warmup period of at least two (2) weeks before production sending; telephone numbers are subject to per-number daily calling limits; and sending inboxes are subject to per-inbox daily limits. SUPERAGENT does not warrant any approval, timeline, deliverability, inbox placement, answer rate, or carrier treatment.
10.7 Indemnity. Customer’s indemnity for Communications is set out in Section 20 and, as provided in Section 21.3, is not subject to the limitation of liability in Section 21.
11.1 Customer-directed integrations. The Services can connect to third-party products at Customer’s direction, including agency management and customer relationship systems, telephony providers, calendar providers, email providers, messaging providers, and automation platforms. Customer’s use of a third-party product is governed by Customer’s agreement with that provider. SUPERAGENT is not responsible for, and disclaims all liability arising from, any third-party product, including its availability, security, data practices, rate limits, or changes to its interfaces.
11.2 Authorization. By connecting a third-party product, Customer authorizes SUPERAGENT to access, retrieve, and transmit data through that connection as necessary to provide the Services, and represents that it has the right to grant that authorization.
11.3 No guarantee of continuity. A third-party provider may change, deprecate, rate limit, suspend, or terminate its interfaces at any time. If that occurs, SUPERAGENT may modify or discontinue the affected integration without liability, and that will not constitute a material degradation of the Services under Section 4.6 or grounds for a refund.
11.4 Supported integrations. Only integrations listed as supported in the Documentation are supported. Any capability not documented is not a commitment. Customer must not rely on a statement about an integration made outside the Documentation or an executed Order.
12.1 SUPERAGENT property. SUPERAGENT and its licensors own all right, title, and interest in and to the Services, including all software, models, prompts, system instructions, scoring frameworks, competency frameworks, checklists, objection libraries, playbook templates, persona libraries, user interfaces, analytics, documentation, trademarks, and all improvements, modifications, and derivative works, and all intellectual property rights in the foregoing.
12.2 Output. As between the parties, and subject to Section 12.3, SUPERAGENT assigns to Customer its right, title, and interest in Output generated for Customer through Customer’s use of the Services, which Customer may use for its internal business purposes and in its ordinary course of business. Customer acknowledges that Output may not be unique, that similar or identical output may be generated for other customers, and that Output generated by artificial intelligence may not be eligible for copyright protection.
12.3 Excluded from Output. Section 12.2 does not transfer any right in the underlying Services, SUPERAGENT templates, frameworks, libraries, models, or any portion of the Services incorporated into or reflected in Output. Customer must not extract SUPERAGENT templates, frameworks, or libraries from Output for use outside the Services.
12.4 Feedback. If Customer provides suggestions, feedback, ideas, or recommendations regarding the Services, SUPERAGENT may use and exploit them without restriction, attribution, or compensation, and Customer grants SUPERAGENT a perpetual, irrevocable, worldwide, royalty-free license to do so.
12.5 Trademarks. Neither party may use the other’s name, logo, or trademarks except as permitted in the Subscription Agreement or with prior written consent.
13.1 Definition. “Confidential Information” means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances. SUPERAGENT’s Confidential Information includes the Services, non-public pricing, security documentation, product roadmaps, and beta features. Customer’s Confidential Information includes Customer Data.
13.2 Obligations. The receiving party must: use the same degree of care it uses to protect its own confidential information and no less than reasonable care; use Confidential Information only to perform under the Agreement; and disclose it only to its employees, Affiliates, advisors, and subcontractors who need to know and who are bound by confidentiality obligations no less protective. The receiving party is responsible for their compliance.
13.3 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known without a duty of confidentiality, is independently developed without use of the disclosing party’s Confidential Information, or is rightfully received from a third party without restriction.
13.4 Compelled disclosure. The receiving party may disclose Confidential Information to the extent required by law or legal process, provided it gives prompt notice where legally permitted and reasonably cooperates in any effort to limit the disclosure.
13.5 Duration. These obligations continue for three (3) years after disclosure, and for trade secrets for as long as the information remains a trade secret under applicable law.
13.6 Security incidents distinguished. A security incident affecting Customer Data is not a breach of this Section 13 by SUPERAGENT unless it results from SUPERAGENT’s failure to comply with Section 14.1, and any liability arising from it is subject to Section 21.
14.1 SUPERAGENT safeguards. SUPERAGENT maintains a written information security program with administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, and destruction, appropriate to the nature of the data and the risk. Current measures include encryption of data in transit and at rest, role-based access control, logging and monitoring, vulnerability management, penetration testing, secure software development practices, subprocessor diligence, and personnel security training.
14.2 Certifications. SUPERAGENT’s current certification and audit status is described at getsuperagent.com/security or is available on request. Statements about certifications in progress are statements of intent and are not warranties of a current certification.
14.3 Incident notification. SUPERAGENT will notify Customer without undue delay after confirming a security incident that resulted in the unauthorized acquisition of, or unauthorized access to, unencrypted Customer Data containing personal information, and will provide the information reasonably available to it and cooperate in Customer’s response. Notification is not an acknowledgment of fault or liability. Customer, as the controller of Customer Data, is responsible for determining whether notification to individuals or regulators is required and for making it.
14.4 Customer responsibilities. Customer is responsible for the security of its own systems, networks, endpoints, and third-party accounts, for configuring access controls and permissions within the Services, for promptly deprovisioning departing Authorized Users, and for enabling available security features including multi-factor authentication.
SUPERAGENT provides support at the level associated with Customer’s plan, as described on the Pricing Page and in the Documentation. Unless an executed Order states otherwise, SUPERAGENT makes no commitment regarding uptime, response time, or resolution time, and no service level agreement applies.
The publicity and marketing rights of the parties are set out in the Subscription Agreement.
These Terms apply from the date Customer first accepts them and continue until Customer’s account is terminated in accordance with the Agreement. Subscription terms, renewals, and cancellation are governed by the Subscription Agreement.
18.1 Suspension. SUPERAGENT may suspend Customer’s access to all or part of the Services, in whole or in part, immediately and without liability, if: (a) Customer’s payment is past due; (b) SUPERAGENT reasonably believes Customer or an Authorized User has violated Section 4.3, Section 7.5, Section 9, Section 10, or Schedule A; (c) Customer’s use presents a security, legal, regulatory, carrier, deliverability, or infrastructure risk to SUPERAGENT, its providers, or other customers; (d) a third-party provider requires it; or (e) required by law or legal process. SUPERAGENT will use reasonable efforts to give notice where practicable, but may act first where the risk is material. Suspension does not relieve Customer of the obligation to pay fees for the suspended period, except where the suspension is solely SUPERAGENT’s fault.
18.2 Termination for cause. Either party may terminate the Agreement if the other materially breaches and fails to cure within thirty (30) days of written notice, except that SUPERAGENT may terminate immediately, without a cure period, for any breach of Section 4.3(d), Section 4.3(f), Section 4.3(g), Section 7.5, Section 9.2, Section 10, or Schedule A, or for any conduct that exposes SUPERAGENT to regulatory, carrier, or reputational harm.
18.3 Termination for insolvency. Either party may terminate immediately if the other becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to a bankruptcy or receivership proceeding not dismissed within sixty (60) days.
18.4 Termination by Customer. Customer’s right to cancel a subscription, and the financial consequences of cancellation, are governed by Section 5 of the Subscription Agreement.
18.5 Effect of termination. On termination or expiration: all licenses end; Customer must cease all use of the Services; all unpaid fees for the remainder of the then-current term become immediately due; and each party must return or destroy the other’s Confidential Information, except for archival copies retained in routine backups or as required by law, which remain subject to Section 13.
18.6 Data export and deletion. Customer may export Customer Data using available self-service tools at any time during the subscription term. After termination or expiration, SUPERAGENT will make Customer Data available for export for thirty (30) days, after which SUPERAGENT may delete it in accordance with Schedule B. SUPERAGENT has no obligation to retain Customer Data after that period.
18.7 Survival. Sections 1.6, 2, 4.2, 4.3, 5.3, 6.1, 6.4, 6.5, 6.7, 7, 9.2, 10, 12, 13, 14.3, 18.5, 18.6, 19, 20, 21, 22, 23, and 25 survive termination.
19.1 Mutual. Each party represents and warrants that it has the legal power and authority to enter into the Agreement and that its performance will comply with applicable law.
19.2 SUPERAGENT limited warranty. SUPERAGENT warrants that it will provide the Services in a professional and workmanlike manner consistent with generally accepted industry standards. Customer’s exclusive remedy and SUPERAGENT’s entire liability for breach of this warranty is re-performance of the affected Services, and if SUPERAGENT cannot re-perform within a commercially reasonable time, termination of the affected subscription and a refund of prepaid, unused fees for the terminated portion of the term.
19.3 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN SECTION 19.2, THE SERVICES, THE DOCUMENTATION, AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUPERAGENT AND ITS LICENSORS AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
19.4 SPECIFIC DISCLAIMERS. WITHOUT LIMITING SECTION 19.3, SUPERAGENT DOES NOT WARRANT THAT: (A) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (B) OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, UNBIASED, OR SUITABLE FOR ANY PURPOSE; (C) THE SERVICES WILL DETECT EVERY OBJECTION, SENTIMENT, COMPLIANCE ISSUE, MISSTATEMENT, OR OPPORTUNITY IN ANY CONVERSATION; (D) TRANSCRIPTION, TRANSLATION, SCORING, OR CATEGORIZATION WILL BE ACCURATE; (E) THE SERVICES WILL CAUSE CUSTOMER TO INCREASE SALES, RETENTION, PRODUCTIVITY, CONTACT RATES, DELIVERABILITY, OR ANY OTHER BUSINESS OUTCOME; (F) THE SERVICES ARE OR WILL REMAIN COMPLIANT WITH ANY LAW APPLICABLE TO CUSTOMER’S BUSINESS OR CUSTOMER’S COMMUNICATIONS; OR (G) ANY THIRD PARTY APPROVAL, REGISTRATION, CARRIER TREATMENT, OR INTEGRATION WILL BE OBTAINED OR MAINTAINED. CUSTOMER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE SERVICES ARE SUITABLE AND LAWFUL FOR CUSTOMER’S INTENDED USE.
19.5 No reliance. Customer acknowledges that it has not relied on any representation, statement, demonstration, roadmap, projection, benchmark, or case study not expressly set out in the Agreement.
20.1 Customer indemnity. Customer will defend, indemnify, and hold harmless SUPERAGENT, its Affiliates, and their officers, directors, employees, contractors, and suppliers from and against any claim, demand, action, investigation, proceeding, fine, penalty, damage, loss, liability, cost, and expense, including reasonable attorneys’ fees and the cost of statutory damages, arising out of or relating to:
20.2 SUPERAGENT indemnity. SUPERAGENT will defend Customer against any third-party claim alleging that the Services, as provided by SUPERAGENT and used in accordance with the Agreement, infringe a United States patent, copyright, or trademark or misappropriate a trade secret, and will pay damages finally awarded or amounts in a settlement SUPERAGENT approves.
20.3 SUPERAGENT indemnity exclusions. SUPERAGENT has no obligation under Section 20.2 to the extent a claim arises from: (a) Customer Data, Output, or any prompt, instruction, script, persona, or configuration created by Customer; (b) use of the Services in combination with anything not provided by SUPERAGENT; (c) use in violation of the Agreement or the Documentation; (d) any modification of the Services not made by SUPERAGENT; (e) beta or free-of-charge features; or (f) Customer’s continued use after SUPERAGENT provides a non-infringing alternative.
20.4 Remedies. If the Services become, or SUPERAGENT believes they may become, the subject of a claim under Section 20.2, SUPERAGENT may at its option procure the right to continue use, replace or modify the Services to be non-infringing, or terminate the affected Services and refund prepaid, unused fees. This Section states SUPERAGENT’s entire liability and Customer’s exclusive remedy for intellectual property infringement.
20.5 Procedure. The indemnified party must give prompt written notice of the claim, give the indemnifying party sole control of the defense and settlement (provided that no settlement imposing a non-monetary obligation or admission on the indemnified party may be made without its consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party’s expense.
20.6 No discrimination indemnity. Nothing in this Section requires either party to indemnify the other against liability for a violation of any anti-discrimination law to the extent such an obligation would be void as against public policy under applicable law.
20.7 Customer insurance. Where required by an executed Order, Customer will maintain, at its own expense, commercially reasonable insurance coverage appropriate to its obligations under the Agreement, which may include cyber liability, media liability, and errors and omissions coverage, and will provide certificates of insurance on reasonable request.
21.1 EXCLUSION OF INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, COMMISSIONS, ANTICIPATED SAVINGS, OR DATA, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
21.2 CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SUPERAGENT UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR A FREE TRIAL OR A NO-CHARGE FEATURE, SUPERAGENT’S TOTAL LIABILITY WILL NOT EXCEED ONE HUNDRED UNITED STATES DOLLARS (US$100).
21.3 Exclusions from the limitations. The limitations in Sections 21.1 and 21.2 do not apply to: (a) Customer’s payment obligations; (b) Customer’s indemnification obligations under Section 20.1; (c) Customer’s breach of Section 4.3, Section 7.5, Section 9.2, Section 10, or Schedule A; or (d) a party’s willful misconduct or fraud.
21.4 ENHANCED CAP FOR CONFIDENTIALITY AND SECURITY. NOTWITHSTANDING SECTION 21.2 BUT SUBJECT TO SECTION 21.1 AND SECTION 13.6, EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR BREACH OF SECTION 13, AND SUPERAGENT’S TOTAL AGGREGATE LIABILITY FOR A FAILURE TO COMPLY WITH SECTION 14.1, WILL NOT EXCEED TWO (2) TIMES THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO SUPERAGENT UNDER THE AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS SECTION 21.4 DOES NOT APPLY TO CUSTOMER’S OBLIGATIONS UNDER SECTIONS 20.1 AND 21.3.
21.5 Allocation of risk. The parties agree that the limitations in this Section are an essential basis of the bargain, reflect the allocation of risk between them, and apply even if a limited remedy fails of its essential purpose.
21.6 Contractual limitations period. Except for claims for non-payment, no action arising out of the Agreement may be brought more than one (1) year after the cause of action accrues, to the extent permitted by applicable law.
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES THE PARTIES TO ARBITRATE DISPUTES INDIVIDUALLY AND LIMITS THE WAYS RELIEF CAN BE SOUGHT.
22.1 Informal resolution first. Before initiating arbitration, the initiating party must send a written notice of dispute to the other party describing the claim and the relief sought, to legal@getsuperagent.com for SUPERAGENT or to Customer’s account email address for Customer. The parties must then negotiate in good faith for thirty (30) days. This period tolls any applicable limitations period. Arbitration may not be filed before the period expires, and an arbitrator may not award fees or costs to a party that files early.
22.2 Agreement to arbitrate. Except as provided in Section 22.6, any dispute, claim, or controversy arising out of or relating to the Agreement or the Services, including its formation, interpretation, breach, termination, validity, or enforceability, will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.
22.3 Arbitration procedure. The arbitration will be before one (1) arbitrator, seated in Wilmington, Delaware, conducted in English, and may be held by videoconference where the parties agree or the arbitrator directs. The arbitrator has exclusive authority to resolve any dispute about the scope, applicability, enforceability, or formation of this Section, except that a court has exclusive authority to decide the enforceability of Section 22.4. Each party bears its own attorneys’ fees except as the Agreement or applicable law provides otherwise, and filing and administrative fees are allocated under the applicable AAA rules.
22.4 CLASS ACTION AND JURY TRIAL WAIVER. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, OR REPRESENTATIVE ACTION. The arbitrator may award relief only to the individual party seeking relief and only to the extent necessary to provide relief on that party’s individual claim. If this Section 22.4 is held unenforceable as to any claim or request for relief, then that claim or request must be severed and litigated in the courts identified in Section 22.7, and the remainder must proceed in arbitration.
22.5 Coordinated filings. If twenty-five (25) or more similar demands for arbitration are filed against SUPERAGENT by or with the assistance of the same counsel or coordinated counsel, the parties will cooperate with the AAA to administer them in batches of no more than fifty (50) demands, each batch treated as a single case with one filing fee, one arbitrator, and one schedule, unless the parties agree otherwise. A claimant must verify, in the demand, that the claimant is a real party in interest, is a Customer or Authorized User, and that the claim is not frivolous. The arbitrator may award fees and costs against any party that files a claim in bad faith or without a reasonable basis.
22.6 Exceptions. Either party may, without first pursuing informal resolution or arbitration: (a) bring an individual action in small claims court; (b) seek temporary or preliminary injunctive or other equitable relief in a court of competent jurisdiction to prevent or stop actual or threatened infringement, misappropriation, or violation of intellectual property rights or Confidential Information; and (c) bring an action to collect undisputed amounts due.
22.7 Forum for non-arbitrable matters. For any claim not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware, and waive any objection to venue or forum non conveniens.
22.8 Opt-out. Customer may opt out of Sections 22.2 through 22.5 by sending written notice to legal@getsuperagent.com within thirty (30) days of the date Customer first accepts these Terms, stating Customer’s legal entity name, account email, and an unambiguous statement that Customer opts out of arbitration. Opting out does not affect any other provision, including Section 22.4’s jury trial waiver or Section 22.7.
The Agreement and all disputes arising out of it are governed by the laws of the State of Delaware, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. Nothing in this Section deprives Customer of the protection of any mandatory provision of the law of Customer’s home jurisdiction that cannot be derogated from by agreement.
24.1 Notice. SUPERAGENT may modify these Terms. For material changes, SUPERAGENT will provide at least thirty (30) days’ advance notice by email to Customer’s billing or administrative contact and by notice within the Services, and will post the updated version with a new effective date.
24.2 Effect. Material changes take effect at the end of the notice period for month-to-month subscriptions, and at the start of the next renewal term for annual subscriptions. Continued use of the Services after the effective date constitutes acceptance. If Customer objects to a material change, Customer’s exclusive remedy is to terminate the subscription before the change takes effect by notice to SUPERAGENT, in which case SUPERAGENT will refund prepaid, unused fees for the terminated portion of the then-current term.
24.3 Non-material changes. Changes that are non-material, that are required by law, or that address a security or legal risk may take effect immediately on posting.
24.4 Versioning. SUPERAGENT maintains prior versions of these Terms with their effective dates and will provide a copy of the version in effect at any given time on request.
25.1 Entire agreement. The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior and contemporaneous proposals, negotiations, representations, and agreements, written or oral.
25.2 Assignment. Customer may not assign or transfer the Agreement, in whole or in part, by operation of law or otherwise, without SUPERAGENT’s prior written consent, except to a successor in interest to all or substantially all of its business or assets that is not a competitor of SUPERAGENT, on written notice. SUPERAGENT may assign the Agreement freely. Any prohibited assignment is void.
25.3 Subcontractors. SUPERAGENT may use subcontractors and subprocessors to provide the Services and remains responsible for their performance of SUPERAGENT’s obligations.
25.4 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, fiduciary, franchise, or employment relationship.
25.5 No third party beneficiaries. There are no third party beneficiaries to the Agreement, except that SUPERAGENT’s Affiliates, licensors, and suppliers are intended beneficiaries of Sections 19, 20, and 21.
25.6 Force majeure. Neither party is liable for any delay or failure to perform, other than a payment obligation, caused by an event beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labor action, governmental action, utility or internet failure, carrier or cloud provider outage, or denial of service attack.
25.7 Notices. SUPERAGENT may give notice by email to the address associated with Customer’s account, by notice within the Services, or by posting to its website where these Terms permit. Customer must give legal notice to SUPERAGENT by email to legal@getsuperagent.com and by mail to SUPERAGENT AI, Inc., Attention: Legal, 2 Embarcadero Center, San Francisco, CA 94111. Notice is effective on receipt, or on the date sent if sent by email during business hours.
25.8 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if it cannot be modified, severed, and the remaining provisions will remain in full force.
25.9 Waiver. No failure or delay in exercising a right operates as a waiver. A waiver is effective only if in writing and signed by the waiving party.
25.10 Export and sanctions. Customer must comply with all applicable export control and economic sanctions laws, and represents that it is not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive United States sanctions, and is not on any United States government restricted party list.
25.11 United States government users. The Services are “commercial computer software” and “commercial computer software documentation” under 48 C.F.R. 12.212 and 227.7202. Government users acquire only the rights set out in the Agreement.
25.12 Anti-corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from the other party’s employees or agents in connection with the Agreement.
25.13 Interpretation. Headings are for convenience only. “Including” means “including without limitation.” References to a law include its implementing regulations and any successor.
25.14 Counterparts and electronic signature. The Agreement may be accepted electronically, and electronic acceptance and electronic signatures have the same force as ink signatures.
SUPERAGENT AI, Inc. — 2 Embarcadero Center, San Francisco, CA 94111, United States
Legal notices: legal@getsuperagent.com
Privacy: privacy@getsuperagent.com
Security and abuse: security@getsuperagent.com
Support: support@getsuperagent.com
This Acceptable Use Policy applies to Customer, its Authorized Users, and anyone accessing the Services through Customer’s account.
Customer must not use the Services to:
Report suspected abuse to security@getsuperagent.com. SUPERAGENT may investigate, may require Customer to produce consent and compliance records, and may remove content, disable configurations, throttle traffic, suspend numbers, domains, inboxes, or accounts, and terminate the Agreement. Repeat or willful violations result in permanent termination without refund. SUPERAGENT may report unlawful activity to law enforcement and to affected third parties.
B.1 During the subscription. Customer Data, including call recordings, transcripts, message content, and contact records, is retained for the duration of the subscription, subject to any retention setting Customer configures in the Services.
B.2 After termination. Customer Data remains available for export for thirty (30) days after termination or expiration. After that period SUPERAGENT deletes or de-identifies Customer Data from production systems within an additional sixty (60) days, and from routine backup media in accordance with its backup rotation, which does not exceed ninety (90) days.
B.3 Retained records. SUPERAGENT retains, for the periods stated: authentication, access, and audit logs, and security telemetry, for at least twelve (12) months; billing, tax, and transaction records for at least seven (7) years; consent, opt-out, and suppression records for as long as required to honor them; and records required to establish, exercise, or defend legal claims, or to comply with a legal hold, for the duration of the requirement.
B.4 Aggregated data. Usage Data and aggregated or de-identified data derived from Customer Data survive termination and are not subject to deletion.
B.5 Deletion requests. Customer may request earlier deletion by writing to privacy@getsuperagent.com. SUPERAGENT will comply within thirty (30) days except where retention is required by law, by an active legal hold, or to enforce opt-out and suppression obligations.
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