1. Acceptance
These Terms of Service ("Terms") are a contract between The Intelligent Agent, Inc. ("we", "us") and the entity or individual ("you", "Customer") creating an account or using the platform. By creating an account, clicking "I agree", or using the service, you accept these Terms and our Privacy Policy, Data Processing Addendum, and Acceptable Use Policy. If you accept on behalf of an agency, you represent that you have authority to bind it.
2. Account
You are responsible for the security of your credentials and for activity under your account. Notify us promptly of any unauthorized access. Accounts are issued by invitation; you may not share seats or transfer accounts.
3. Acceptable use
Use of the platform is subject to our Acceptable Use Policy, incorporated by reference. In summary: lawful use only, no scraping or reverse engineering, no abuse of AI outputs (including no use as the sole basis for binding coverage without a human reviewer), no resale without a written reseller agreement.
4. Customer data
You retain all rights to data you upload or generate using the platform ("Customer Data"). You grant us a limited, non-exclusive license to host, process, transmit, display, and create derivative outputs from Customer Data solely to provide and improve the platform for you. We do not use Customer Data to train AI models, and we do not sell or share it with third parties except as listed in our Subprocessors page. Processing of personal data is governed by our DPA.
5. AI output
AI-generated output is provided as a drafting aid for licensed insurance professionals. You are responsible for reviewing, verifying, and confirming all AI output before relying on it, sharing it with a client, or using it as the basis for binding coverage. The platform's citations and audit trail are designed to support that review, not replace it. We make no representation that AI output is error-free, complete, or fit for a specific purpose. The platform is not legal, financial, or coverage advice.
6. Fees & billing
Fees, seat counts, and add-ons are as set out in your subscription order or in-product checkout. Fees are billed in advance, non-refundable except where required by law, and may change on renewal with 30 days' notice. Past-due accounts may be suspended after 10 days' notice. Taxes are your responsibility.
7. Intellectual property
We own the platform, including software, models we fine-tune, the Intelligent Agent Brain (IAB) knowledge base, prompts, and documentation. You own Customer Data and outputs generated specifically for you. Feedback you provide is licensed to us perpetually and royalty-free.
8. Confidentiality
Each party will protect the other's confidential information with at least the same care it uses for its own (and no less than reasonable care), and will not disclose it except to personnel and subprocessors with a need to know who are bound by confidentiality obligations.
9. Warranties & disclaimers
We warrant that we will provide the service with commercially reasonable skill and care. EXCEPT AS EXPRESSLY STATED, THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
10. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, OR DATA. EACH PARTY'S TOTAL LIABILITY ARISING FROM OR RELATING TO THESE TERMS IS LIMITED TO THE AMOUNTS PAID BY CUSTOMER FOR THE SERVICE IN THE 12 MONTHS BEFORE THE CLAIM. THESE LIMITS DO NOT APPLY TO BREACH OF CONFIDENTIALITY, INDEMNITY OBLIGATIONS, OR AMOUNTS OWED.
11. Indemnity
Each party will defend and indemnify the other against third-party claims to the extent arising from its breach of these Terms, gross negligence, or willful misconduct. We will defend you against third-party claims that the platform, as provided by us, infringes a US patent, copyright, or trademark, subject to standard exclusions (combinations, modifications, customer-supplied content).
12. Term & termination
The Terms run for the subscription term and renew automatically. Either party may terminate for uncured material breach on 30 days' notice, or immediately for non-payment or violation of the Acceptable Use Policy. On termination, you may export your data for 30 days; thereafter we will delete it per our retention schedule.
13. Governing law & disputes
These Terms are governed by the laws of State of Delaware, USA, without regard to conflict-of-laws principles. Disputes will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Rules, in State of Delaware, USA, except that either party may seek injunctive relief in court for IP or confidentiality breaches. You waive any right to a class action.
14. Miscellaneous
These Terms, together with the Privacy Policy, DPA, AUP, and any order form, are the entire agreement. They may not be assigned without consent, except to a successor in a merger or acquisition. If any provision is unenforceable, the rest remains in effect. Notices to us: privacy@theintelligentagent.ai.