Last Updated August 19, 2024
Please read these Agentio Terms of Service (“Terms”) carefully because they’re a binding agreement between you and Agentio, Inc. (“Agentio”, “us”, or “we”) and apply to your use of our website at www.agentio.com, the ad platform we make available through it, and/or to any related services and apps (the website, ad platform, and related services and apps are collectively referred to as our “Service”). By clicking on an “accept” button, creating an account, or otherwise visiting, accessing, and/or using our Service, you automatically agree to these Terms, you acknowledge our Privacy Policy, and you certify that you are at least 13 years of age and that you are providing truthful and accurate information about yourself. If you are less than 18 years of age and would like to access or use our Service, please ask your parent or legal guardian to review and agree to these Terms on your behalf before you access or use any part of our Service or ask them to create an account on your behalf. If you’re accepting these Terms on behalf of a company, Brand, or Creator (each as defined below), you represent that you have full authority to bind the company, Brand, or Creator to these Terms. If you do not agree with these Terms, do not click on an “accept” button, create an account, or otherwise visit, access, or use our Service.
THESE TERMS CONTAIN A BINDING AND MANDATORY ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS AND LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.
If you create an account on our Service, you are responsible for maintaining the security of your account. You agree to keep your contact and billing information (including, but not limited to, your email address) up-to-date, and to comply with all billing procedures, including providing and maintaining accurate and lawful billing information for active accounts. You must immediately notify us of any unauthorized uses of your account or any other breaches of security. You are fully responsible for all activity that occurs under or in connection with your account and any other actions taken on our Service, including if someone else has (i) created an account, and/or (ii) is managing or using an account and our Service, on your behalf. For clarity, if you have created an account and/or are managing or using an account (and our Service) on behalf of another person/entity, you represent that you have all the necessary rights and consents from such person/entity to do so, provided, however, that if you are a Creator, you must initially create your own account for our Service before granting someone else to access to it. You will not create an account if you have been previously banned or removed from our Service for any reason.
Our Service offers brand users (each, a “Brand”) the ability to bid on and purchase an ad unit (“Ad”) to promote and/or endorse its product, service, or brand. The Ad is generally fulfilled by content creators (each, a “Creator”) via Ad reads in videos, but may be fulfilled through other formats, as agreed to by a Brand and Creator, and provided such other formats are supported by our Service. Each Creator has the sole discretion to determine how to fulfill and personalize an Ad for a Brand however, by accepting a Brand’s bid/request for an Ad, a Creator is also accepting and agreeing to such Brand’s Ad campaign requirements, including, but not limited to, timeframe for fulfillment, and to serve the Ad within Creator Content on the web sites, mobile applications, or other services or properties specified in the campaign requirements (the “Properties”).
We’ll refer to anything a Brand provides to a Creator in connection with an Ad bid/request, such as the details of a Brand’s ad campaign, text, audio, video, or other materials, as “Brand Submissions” and the format/means by which a Creator fulfills an Ad as “Creator Content”. The terms “you” or “your” in these Terms will refer generically to any user of our Service, whether a Brand, a Creator, visitor, or otherwise. If specific terms apply to you as either a Creator or a Brand, those terms will be indicated below.
Subject to your compliance with these Terms, we grant you a non-exclusive, non-sublicensable, non-transferable, revocable right to access and use our Service for the purpose of purchasing and/or selling Ads and other purposes authorized by these Terms. We may update, upgrade, revise, or change our Service and its features and functionality at any time. Updates are considered part of our Service.
You will not:
Your Brand Submissions (if you are a Brand) will not disparage or defame any person, entity, brand, or business and you will not (if you are a Creator) fulfill an Ad for any user that is involved in, connected with, or promotes illegal or unlawful activity, violence, or hate speech.
We reserve the right to decide whether your use of our Service violates these Terms and may, at any time, without notice or liability to you, and in our sole discretion, suspend or terminate your access to our Service, remove or ban you (and any account you create or control), or take other appropriate action, in our sole discretion, for violation of these Terms. We have the right, but undertake no obligation, to monitor access to or use of our Service.
You acknowledge and agree that:
You acknowledge and agree that:
You hereby grant to Agentio a non-exclusive, worldwide, royalty-free, fully paid, unlimited, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, to use, reproduce, distribute, modify, adapt, reformat and create derivative works of the following for the purposes of operating and providing our Service: (i) any Ad request that you make or send to any Creator, including any subsequent communications regarding the Ad bid/request and Brand Submissions sent in connection therewith, and (ii) any content that you submit to us, whether through our Service or otherwise, whether relating to you, or a third party. Neither (i) nor (ii) will be confidential or include any information that you do not have the right to disclose or that you do not wish to be disclosed. We will not be responsible or liable for any use or disclosure of (i) or (ii), including any personal information belonging to you or a third party.
Our Service allows you to upload, submit, store, send, transmit, approve, and receive content and data, including Creator Content and communications related to Ad bids/requests (“Materials”). When you upload, submit, store, send, transmit, approve, or receive Materials to or through our Service, you grant to us a non-exclusive, worldwide royalty-free, fully paid, unlimited, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license in any and all manner and media, to use, reproduce, distribute, modify, adapt, reformat, and create derivative works of such Materials for the purposes of operating and providing our Service. Third parties (including other users of our Service) may search for and see any Materials you submit to public areas of our Service.
Subject to each of Creator’s and Brand’s agreement through the Service, Creator may accept bids to permit, and Brands may serve, Ads on Properties other than such channels or accounts owned and/or controlled by Creator (a “Brand Ad License”) as further set forth herein:
We or our licensors own all right, title, and interest in and to: (i) our Service and the “look and feel” of our Service, including all software, ideas, processes, and other content available on or through our Service, and all associated intellectual property rights, as well as our Confidential Information (individually, and collectively, “Agentio Content”), and (ii) our trademarks, logos, and brand elements (“Marks”). Our Service, Agentio Content, and Marks are each protected under U.S. and international laws. You may not duplicate, copy, sell, resell, sublicense, commercialize, or reuse any portion of the Agentio Content, Marks, visual design elements, or concepts without our prior express written consent.
We own and have the unrestricted right to use and incorporate into our Service or other Agentio offerings, any suggestions, enhancement requests, recommendations, or other feedback provided by you, relating to our Service and/or our business (“Feedback”). You agree that we may internally use and modify (but not disclose) Confidential Information, Ad bids/requests, Brand Submissions, and Materials, as applicable, for the purpose of generating aggregated and de-identified information regarding use of our Service and that we may share such information with third parties for marketing purposes and to develop and promote our Service. We never will disclose aggregated and de-identified information to a third party in a manner that would identify you or any identifiable individual as the source of the information.
means any information disclosed by a user to Agentio (either through our Service or otherwise) or disclosed by Agentio to a user that, under the circumstances surrounding the disclosure and given the nature of the information, should reasonably be understood to be confidential. Agentio and the applicable user each, as recipients of Confidential Information, agree (i) to take reasonable steps to protect the discloser’s Confidential Information from unauthorized use, access, and disclosure, (ii) not to disclose discloser's Confidential Information to any third party, except as required by applicable laws or regulations, and (iii) not to use any of discloser's Confidential Information other than in connection with performing obligations or exercising rights under these Terms. Our Service is deemed to be our Confidential Information.
User and Agentio may each disclose Confidential Information of the other party to its respective employees, affiliates, consultants, or other agents (“Representatives”) who have a need to know such Confidential Information, solely as necessary to perform obligations or exercise rights under these Terms, provided each Representative is bound by confidentiality obligations at least as protective of the other party's Confidential Information as those herein.
Confidential Information does not include information that (i) is now, or hereafter, becomes generally known or available to the public, through no act or omission of the recipient, (ii) was known by the recipient, without restrictions, prior to receiving such information from the discloser, (iii) is rightfully acquired by the recipient, without restrictions, from a third party who has the right to disclose it, or (iv) is independently developed by the recipient without use of or reference to the discloser’s Confidential Information.
Digital Millennium Copyright Act (“DMCA”) Notice. We respond to notices of alleged copyright infringement and terminate access to our Service for repeat infringers. If you believe that your material has been copied in a way that constitutes copyright infringement, please forward the following information to the Copyright Agent named below:
Copyright Agent:
Agentio, Inc.
185 Wythe Ave f2, Brooklyn, NY 11249
support@agentio.com
If you do not follow these requirements, your notice may not be valid. Only notices of alleged copyright infringement should be sent to our Copyright Agent.
If we determine that you are a repeat infringer, we may terminate your access to our Service, remove or ban you (and any account you created and/or control), and take any other action that we deem appropriate, in our sole discretion.
Brand represents and warrants to Agentio and to the applicable Creator that: (i) Ad bids/requests and Brand Submissions are factually correct and not infringing, misleading, disparaging, or defamatory, and otherwise comply with these Terms, (ii) it either owns or has all rights necessary in and to Brand Submissions, such as use of Brand’s name, trademark, trade name, trade dress, or logos provided in connection with the Ad bid/request, and (iii) it will not contact, respond to, or communicate with any user that Brand meets on or through our Service except through our Service. The applicable Creator is an intended third party beneficiary of this Section and has the full power and authority to enforce it in its own name.
Creator represents and warrants to Agentio and to the applicable Brand that: (i) it either owns or has all rights necessary in and to Creator Content and that it has the right to undertake the activities described in these Terms, (ii) its agreement to, and provision of services under, these Terms does not violate any agreement that it may have with any third party, (iii) any statements that it makes in connection with a Brand are factually correct and not misleading, disparaging or defamatory, and represent its true opinion, (iv) Creator Content does not infringe, misappropriate, or otherwise use, without necessary authorization, any intellectual property, privacy, publicity, moral, or other rights of any third party, or violate any law, regulation, or court order, (v) it will not post or make publicly available any Ad that a Brand has requested not be posted or made publicly available or otherwise use, publish, reproduce, distribute, display, post, or share any Brand Submissions other than in or through a mutually agreed Ad, (vi) Creator Content is not addressed to, or intended to appeal to, children under 13 years of age, (vii) it is at least 13 years of age, (viii) a parent or legal guardian has reviewed and agreed to these Terms if it is under 18 years of age, and (ix) it will not contact, respond to, or communicate with any user that Creator meets on or through our Service except through our Service. The applicable Brand is an intended third party beneficiary of this Section and has the full power and authority to enforce it in its own name.
You represent and warrant that you will comply with all applicable laws, rules, and regulations, including, but not limited to, the U.S. Federal Trade Commission policies, guidance, or guidelines, including the Guides Concerning the Use of Endorsements and Testimonials in Advertising with respect to, among other things, using terms such as “sponsored” or “ad”, and, as applicable, ensure that any Creator Content (including the Ad(s) therein) is compliant with the terms and conditions of the Properties on which it is being posted/used.
Brand agrees to indemnify, defend (at its sole expense), and hold harmless Agentio and the applicable Creator from and against any and all third-party claims, proceedings, or demands in connection with or relating to: (i) Brand Submissions, (ii) Brand’s use of Creator Content, unless such use is expressly permitted by Creator, or (iii) Brand’s offerings, products, or services. Brand will pay all losses, damages, and expenses of any kind that are awarded in a judgment or agreed to in a settlement in connection with any such indemnified claim. The Creator is an intended third-party beneficiary of this Section and has the full power and authority to enforce it in its own name.
Creator agrees to indemnify, defend (at its sole expense), and hold harmless Agentio and the applicable Brand and its officers, employees, directors, shareholders, agents, licensors, and affiliates, from and against any and all third-party claims, proceedings, or demands in connection with or relating to Creator Content. Creator will pay all losses, damages, and expenses of any kind that are awarded in a judgment or agreed to in a settlement in connection with any such indemnified claim. The Brand is an intended third-party beneficiary of this Section and has the full power and authority to enforce it in its own name.
You agree to indemnify, defend (at its sole expense), and hold harmless Agentio and its officers, employees, directors, shareholders, agents, licensors, and affiliates, from and against any and all third-party claims, proceedings, or demands in connection with or relating to: (i) these Terms, or (ii) your use of our Service. You will pay all losses, damages, and expenses of any kind that are awarded in a judgment or agreed to in a settlement in connection with any such indemnified claim.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR SERVICE AND ALL AGENTIO CONTENT AND OTHER CONTENT ACCESSIBLE ON OUR SERVICE, ARE PROVIDED “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. AGENTIO DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING RESULTS THAT MAY BE OBTAINED FROM USE OF OUR SERVICE, INCLUDING, BUT NOT LIMITED TO, GUARANTEEING SPECIFIC RESULTS OF ADVERTISING CAMPAIGNS.
AGENTIO DOES NOT REPRESENT OR WARRANT THAT OUR SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT OUR SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR REPRESENT THAT THE USE OF, OR THE RESULTS OF THE USE OF, OUR SERVICE OR AGENTIO CONTENT OR THE CONTENT AVAILABLE ON OR THROUGH OUR SERVICE WILL BE CORRECT, ACCURATE, COMPLETE, TIMELY, RELIABLE, OR OTHERWISE. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
UNDER NO CIRCUMSTANCES WILL AGENTIO BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OR MATERIALS OBTAINED THROUGH USE OF OUR SERVICE (INCLUDING CREATOR CONTENT). USE OF OUR SERVICE IS AT YOUR SOLE RISK. FOR CLARITY, AGENTIO IS NOT RESPONSIBLE FOR THE ACCURACY OR CONTENT OF BRAND SUBMISSIONS, ADS, OR CREATOR CONTENT AND WILL HAVE NO LIABILITY WHATSOEVER FOR ANY OF THE FOREGOING. YOUR INTERACTIONS ON OUR SERVICE AND VIEWING AND USE OF BRAND SUBMISSIONS, ADS, OR CREATOR CONTENT ARE AT YOUR OWN RISK.
To the fullest extent permitted by applicable law, you acknowledge and agree that, regardless of the nature of the claim, in no event will Agentio or its affiliates, officers, directors, shareholders, employees, agents, successors, or assigns be liable to you or to any third party under or in connection with these Terms for (i) any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, whether or not we have been advised of the possibility of such damages, and (ii) aggregate direct damages that exceed (a) if you are a Brand, the Campaign Fees actually received by us from you during the twelve (12) months preceding the claim giving rise to such liability, or (b) if you are a Creator, the lower of the fees paid/remitted by us to you (x) during the six (6) months preceding the claim giving rise to such liability, or (y) for the Ad(s) under which the liability arose.
You will submit a bid on our Service to a Creator for an Ad or Brand Ad License. Once a Creator accepts your bid for an Ad and fulfills the Ad request or a Brand Ad License Period begins, you will pay the full amount of such bid, which amount will include a Campaign Fee, in accordance with the payment terms then in effect. “Campaign Fee” means a fee equal to twenty percent (20%) of the total campaign budget for the Ad or Brand Ad License that you bid for. Agentio will facilitate payment of the bid amount to the applicable Creator. All transactions are settled in US Dollars. Brand shall remit payment to Agentio, plus applicable sales tax or value-added tax, if any. Fees do not include any taxes, including, but not limited to, value-added tax (unless applicable), sales tax (unless applicable), use tax, or withholding tax, assessable by any local, state, provincial, federal, or foreign jurisdiction (“Taxes”). Agentio assumes no responsibility for paying income taxes on your behalf. You are responsible for paying all Taxes associated with your purchases hereunder, other than Taxes on Agentio’s income.
If we invoice you, you agree to pay all amounts due within thirty (30) days from receipt of invoice. Past due invoices are subject to interest on any outstanding balance of the lesser of one and one half percent (1.5%) per month or the maximum amount permitted by law.
You may also pay for an Ad or Brand Ad License by using a valid payment card through the applicable third-party payment provider. You must provide the third-party payment provider with valid payment information. You acknowledge and agree that Agentio does not operate, own, or control the payment provider and that your use of your payment card is governed by your agreement with and the privacy policy of the payment provider, not these Terms. You agree to immediately notify the payment provider of any change in your billing address (or other information) for your payment card. By providing your payment information, you agree that we may place a pre-authorization hold and, after your request has been fulfilled, authorize the payment provider to immediately charge you for all amounts due and payable with no additional notice to or consent from you. No returns, exchanges, or refunds will be issued.
We may suspend or cancel your bids/requests for Ads if: (i) your payment method is declined, or (ii) you have previously been banned or removed from our Service for any reason. We also reserve the right at any time to change our fees and payment procedures, including payment options and terms, either immediately upon posting on our Service or by other notice to you.
Subject to these Terms, Agentio will facilitate payment to you of the full amount of a Brand’s bid that you accepted through our Service, provided that you have fulfilled the Ad request, promptly after the applicable Brand remits payment to Agentio. Notwithstanding the foregoing, if at any time up to and including ten (10) business days after fulfillment of the Ad request, i.e., after Creator Content (and the Ad therein) is posted/uploaded to the applicable Property(ies), Creator Content (and/or the Ad therein) is taken down for any reason by you or by the Property(ies) on which it was posted/uploaded, you agree to refund Agentio any and all fees already paid to you by Agentio in connection with such Ad request. The refund may take the form of a wire or check sent by you to Agentio or a set-off against future fees due to you. All transactions are settled in US Dollars. Any Taxes Agentio collects will be remitted to the applicable tax authority. Agentio assumes no responsibility for paying income taxes on your behalf. Agentio is not responsible for, and will not withhold or remit, (i) any contributions, payments, taxes, or deductions for Social Security, retirement benefits, unemployment insurance, annuities, or pension or welfare fund payments required by law or any labor union, or any withholding or taxes, or (ii) residual or any other type of payment or contribution to any third-party related to Creator or on Creator’s behalf, including to any agency or manager or under any union or collective bargaining unit agreements to which Creator may be subject.
You agree to register with the third-party payment provider selected by Agentio, which we may change in our sole discretion. You may not use a payment provider other than the one selected by us. You will provide the payment provider any information required in order to receive payments via the payment provider, e.g., information about the bank account that you own at a regulated financial institution. Any payments due to you from Agentio will be made via the payment provider. If you do not provide the payment provider with all required information, you may not be able to receive the payments due to you. Agentio will not be responsible for any damages, delays, losses, costs, expenses, or liabilities arising out of or in connection with your inability to receive payments as a result of your failure to provide such information. You acknowledge and agree that Agentio does not operate, own, or control the payment provider and that your use of your payment card is governed by your agreement with and the privacy policy of the payment provider, not these Terms. You agree that we are not responsible for any delay, failure, damage, or liability caused by a payment provider or your failure to timely or properly set up an account with the payment provider or otherwise provide requested information for payment.
Agentio may from time to time make available to Creators, through the Service or otherwise in writing, a list of potential Creators it wishes to participate in the Service (each, a “Target Referral”). Creators and Target Referrals may earn Referral Fees (as defined below) for each Target Referral who creates an account for the Service and fulfills an Ad subject to the following terms and conditions (the “Referral Program”):
Eligibility to participate in this Referral Program is limited to individuals registered with and designated within the Service as Creators. Brands and Creator’s managers, agents, representatives or other affiliates may not participate on behalf of a Creator or use or disseminate a Creator’s Referral Link (as defined below). The Referral Program cannot be used for affiliate lead generation or other commercial purposes. Employees, officers, directors, contractors, agents, and representatives of Agentio (other than Creators themselves in such capacity) may not participate in the Referral Program.
When a Creator selects a currently listed Target Referral for referral, Agentio will provide a unique referral link with respect to such Target Referral (a “Referral Link”). If the Target Referral uses the Referral Link to create an account with the Service and completes and Ad in accordance with these Terms within six (6) months of creating such account (a “Completed Referral”), after payment by the applicable Brand of all amounts due to Agentio with respect to such Ad as further set forth in Section 7.1, Agentio will pay the referring Creator and the Target Referral each a one-time referral fee in the amount designated within the Service (each, a “Referral Fee”). While, subject to Agentio’s sole discretion, a Referral Link may remain active indefinitely prior to resulting in a Completed Referral, if the Target Referral has not created an account with the Service within one week of the Referral Link being generated, another Creator may also request a Referral Link with respect to the same Target Referral. Each Target Referral may result in only one Completed Referral and may only be paid one Referral Fee with respect to its own registration and use of the Service. Notwithstanding anything to the contrary contained in these Terms, each referring Creator acknowledges and agrees that if a Target Referral does not use your Referral Link when creating an account with the Service, has previously created an account with the Service (with another code, under another name, or otherwise), has previously begun the on-boarding process for the Service, or if anyone else has received or is receiving a Referral Fee from us in connection with that Target Referral, no Referral Fee will be due to you as the referring Creator. You further acknowledge and agree that each Target Referral may have only one referring Creator, and that we are not obligated to pay a Referral Fee to more than one referring Creator with respect to any Target Referral. Except as explicitly set forth in this Section 7.3, the Referral Program and payment of any Referral Fee will otherwise be subject to these Terms, including Section 7.2.
This Referral Program may be used only for personal purposes and you may share Referral Links only with your personal connections. You may not advertise any Referral Link or share it with anyone other than your friends, family, or other personal contacts (for example, you may not share it on a social media channel). We reserve the right to revoke or refuse to issue any Referral Fees for Target Referral that we suspect were generated through improper channels or otherwise in violation of these Referral Terms. You represent and warrant that any messages you use to share a Referral Link with your personal connections will: (i) be created and distributed in a personal manner; (ii) not be distributed in a bulk manner; and (iii) not be an unsolicited commercial email or a “spam” message under any applicable law or regulation. Any messages that do not meet these requirements are expressly prohibited and constitute grounds for immediate termination of your account and/or participation in this Referral Program.
Agentio reserves the right to modify the terms of the Referral Program and/or suspend or terminate the Referral Program or any Creator’s participation in the Referral Program at any time for any reason. Without limiting the foregoing, we reserve the rights, in our sole discretion, to: (i) review and investigate activities undertaken in connection with the Referral Program and suspend your account, modify the amount of the Referral Fee, or take any other action; and (ii) deactivate your account and any Target Referral’s account, cancel all related Referral Fees, and/or seek repayment, if we determine that either the referring Creator or the Target Referral: (a) has tampered with this Referral Program; (b) has used (or attempted to use) this Referral Program in a fraudulent, abusive, unethical, dishonest, or otherwise questionable or suspicious manner; (c) has breached any of these Terms; or (d) has violated any law or regulation or infringed or violated the rights of any third party. A violation of this Section 7.3 may also result in the forfeiture of all Referral Fees you earned through the Referral Program.
You may cancel your Service account at any time by contacting us at support@agentio.com. We reserve the right to terminate any user’s access to our Service at any time, for any reason, in our sole discretion. If you violate any of these Terms, your right to use our Service automatically terminates.
Without limiting any other rights set forth in these Terms, we reserve the right to suspend or terminate your account and/or your access to our Service (or otherwise take any action on your account): (i) if, as applicable, you are fifteen (15) days or more overdue on a payment, (ii) if we deem such action necessary as a result of your breach of Section 3, (iii) if we reasonably determine such action is necessary to avoid harm to us (including the security of the systems used to provide our Service) or other users, or (iv) as required by law or at the request of governmental entities. For example, if you are a Creator, we reserve the right to withhold any payments due to you or terminate your account, if we become aware of alleged misconduct, your material breach of these Terms, or other behavior that could do harm to our reputation.
Upon any expiration or termination, you will immediately cease any further use of our Service. In addition, upon such expiration or termination, Agentio will make any of your materials/content, including any of your Confidential Information therein, that you uploaded or stored in our Service available to you for electronic retrieval for a period of thirty (30) days. Any terms that by their nature extend beyond expiration or termination of these Terms will survive.
YOU AND AGENTIO EXPRESSLY AGREE THAT:
9.2.1 Arbitration. You and Agentio agree to resolve any disputes between you and Agentio through binding and final arbitration instead of through court proceedings. You and Agentio each hereby waive any right to a jury trial of any controversy, claim, counterclaim, or other dispute arising between you and Agentio relating to these Terms or our Service (each a “Claim,” and collectively, “Claims”). Any Claim will be submitted for binding arbitration in accordance with the Rules of the American Arbitration Association (“AAA Rules”). The arbitration will be heard and determined by a single arbitrator. The arbitrator’s decision will be in writing, will include the arbitrator’s reasons for the decision, will be final and binding upon the parties, and may be enforced in any court of competent jurisdiction. The parties agree that the arbitration will be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs, or other documents submitted or exchanged, any testimony or other oral submissions, and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.
9.2.2 Cost and Fees. If you demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Agentio will pay as much of the administrative costs and arbitrator’s fees required for the arbitration as the arbitrator deems necessary to prevent the cost of the arbitration from being prohibitive. In the final award, the arbitrator may apportion the costs of arbitration and the compensation of the arbitrator among the parties in such amounts as the arbitrator deems appropriate.
9.2.3 No Preclusions. This arbitration agreement does not preclude you or Agentio from seeking action by federal, state, or local government agencies. You and Agentio each also have the right to bring any qualifying Claim in small claims court. In addition, you and Agentio each retain the right to apply to any court of competent jurisdiction for provisional relief, including pre-arbitral attachments or preliminary injunctions, and any such request will not be deemed to be either incompatible with these Terms or a waiver of the right to have disputes submitted to arbitration as provided in these Terms.
9.2.4 No Class Representative. You and Agentio each agree that with respect to any Claim, neither may: (i) act as a class representative, or (ii) participate as a member of a class of claimants. You agree that no Claim may be arbitrated on a class or representative basis. The arbitrator can decide only individual Claims (whether brought by you or Agentio). The arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.
9.2.5 Severability; No Waiver; Survival. If any provision of this Section 9 is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed and the remainder of this Section 9 will continue in full force and effect. No waiver of any provision of this Section 9 will be effective or enforceable unless recorded in a writing signed by the party waiving such a right or requirement. Such a waiver will not waive or affect any other provision of these Terms. This Section 9 will survive the termination of your relationship with Agentio.
9.2.6 Thirty (30) Day Opt Out Right. You have the right to opt out of the provisions of this Arbitration Agreement by sending, within thirty (30) days after first becoming subject to this Arbitration Agreement, written notice of your decision to opt out to the following address: Agentio, Inc. 185 Wythe Ave f2, Brooklyn, NY 11249. Your notice must include your name and address, any usernames, each email address you have used in connection with your interactions on our Service or to set up an account (if applicable), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You agree that if you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
9.2.7 Limitations. This Section 9 limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in AAA rules, and the right to certain remedies and forms of relief. In addition, other rights that you or Agentio would have in court may not be available in arbitration.
We may change these Terms from time to time for any reason. If we make any changes, we will change the Last Updated date above and post the new Terms. You should consult these Terms regularly for any changes. By continuing to use or access our Service, you agree to be bound by our then-current Terms.
Our Service may contain links to social media platforms or third-party websites, including features and functionalities that link to or provide you with access to third party content that is completely independent of Agentio, including websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general (collectively “Third Party Sites and Content”). You acknowledge and agree that: (i) the links and/or features/functionality do not mean that we endorse or are affiliated with such Third Party Sites and Content, and (ii) we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to your access or use of such Third Party Sites and Content. You should always read the terms and conditions and privacy policy of any Third Party Sites and Content before accessing and/or using it/them.
These Terms and any related action will be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of laws rules. Venue for any dispute arising out of these Terms will be the state and federal courts in New York County, NY, and you consent to personal jurisdiction to such court(s) and also waive any right you may otherwise have to challenge the appropriateness of such fora.
You acknowledge and agree that the relationship between us is solely that of independent contracting parties. You and Agentio agree that: (a) this is not an employment agreement and does not create an employment relationship between you and Agentio, and (b) no joint venture, partnership, or, except as otherwise expressly agreed to, agency relationship, is intended or created by these Terms or your use of our Service. You have no authority to bind Agentio and you will not hold yourself out as an employee, agent, or authorized representative of Agentio.
Neither party will be responsible for delays or failures to perform (except with respect to payment obligations) resulting from acts beyond the reasonable control of such party.
Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of these Terms is held invalid or unenforceable, that part will be modified to reflect the original intention of the parties, and the other parts will remain in full force and effect.
The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.
Neither party may assign any of its rights or obligations under these Terms without the prior written consent of the other party, except that Agentio may assign its rights and obligations under these Terms without the consent of any Brand or Creator in connection with any merger (by operation of law or otherwise), consolidation, reorganization, change in control or sale of all or substantially all of its assets related to these Terms or similar transaction. These Terms inures to the benefit of and shall be binding on the parties’ permitted assignees, transferees and successors.
If you have any questions about these Terms, please contact support@agentio.com
