Terms & Conditions

These Terms and Conditions (“Terms” or “Agreement”), together with our Privacy Policy (as made available at agentiiv.com/privacy-policy), govern your access to and use of the Agentiiv AI Platform and services (the “Service”) as made available through agents.agentiiv.com. You agree to these Terms by accessing or using the Service. If you do not agree, you may not use the Service. In these Terms, “Agentiiv”, “we”, or “us” refers to Agentiiv Inc., an Ontario, Canada company, and “you” or “User” refers to any person accessing the Service.

1. Definitions

1.1. “Service” means the Agentiiv platform and any related software, tools, documentation, APIs or interfaces made available by Agentiiv to access its AI capabilities.

1.2. “User Content” means any data, prompts, text, images or other materials that you upload to or generate through the Service (including AI-generated output).

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1.3. “Personal Information” means information about an identifiable individual, as defined by Canadian privacy law (e.g., name, contact information).

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1.4. "Custom Development Services" means specialized AI Agent development, consulting, training, or other bespoke services provided by Agentiiv to specific clients (usually, Enterprise Clients) under separate service agreements or Statement of Work (SOW), as distinguished from standard platform access.

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1.5. "AI Agent" means a specialized artificial intelligence application within the Service that combines large language models, custom prompts, knowledge bases, and algorithms to provide specific functionality, domain expertise, or automated assistance to users.

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1.6. "Custom AI Agent" means an AI Agent specifically developed by Agentiiv for a particular client under Custom Development Services, incorporating client-specific requirements, use cases, data, or domain knowledge.

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1.7. "Custom IP" means intellectual property specifically developed by Agentiiv for a client under Custom Development Services, including Custom AI Agents, specialized prompts, client-specific methodologies, and related deliverables.

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1.8. "Enterprise Client" means any organization that has entered into a separate service agreement or Statement of Work (SOW) with Agentiiv for Custom Development Services or enterprise-level platform access.

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1.9. Other capitalized terms not defined herein have the meanings given in this Agreement, Agentiiv’s Privacy Policy, or any separate service agreement or Statement of Work (SOW).

2. Eligibility

You must be at least 18 years old to use the Service, or the age of majority in your jurisdiction if higher. By using the Service, you represent and warrant that you have the legal capacity to enter into this Agreement. If you are using the Service on behalf of an organization, you represent that you are authorized to bind that organization to these Terms. You must comply with all applicable laws and regulations in using the Service, including any age restrictions and export controls.

3. License Grant

Subject to these Terms, Agentiiv grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for your internal business or personal use. This license is subject to your compliance with these Terms and any limitations (such as user count or features) under the pricing plan you select. For Enterprise Clients with Custom Development Services, additional or modified license terms may apply as specified in separate service agreements or Statement of Work (SOW), which shall supplement or supersede these general license terms as applicable. You receive no ownership rights in the Service; all rights are reserved by Agentiiv. Agentiiv may update or modify the Service at any time, provided it notifies you in advance of significant changes that affect functionality (see Section 11).

4. User Conduct

You agree to use the Service only in compliance with applicable laws and these Terms. You will not:

• 4.1. Use the Service to violate any laws, infringe others’ rights, or upload or disseminate content that is unlawful, defamatory, obscene, abusive, harassing, hateful, fraudulent, or harmful.
• 4.2. Transmit any viruses, malware, or other harmful code through the Service.
• 4.3. Infringe the intellectual property or privacy rights of others.
• 4.4. Engage in deceptive practices or provide false information. (Ontario law prohibits misleading or unconscionable representations; we forbid any such conduct.)
• 4.5. Use robots, “scrapers,” or automated tools to access the Service, except as expressly permitted by Agentiiv.
• 4.6. Interfere with the operation of the Service or the experience of any other user.
• 4.7.  Reproduce, modify, reverse-engineer or attempt to extract the source code of the Service, or create any derivative competing service.
• 4.8. Remove or obscure any copyright or other proprietary notices on the Service

If you violate any of the above, Agentiiv may, at its discretion, suspend or terminate your account immediately. You acknowledge that such conduct may also violate applicable laws and agree Agentiiv may report egregious violations to authorities.

5. AI Disclaimer

The Service uses AI capabilities that may produce outputs that are inaccurate, misleading, or offensive. You acknowledge that AI technology is experimental. ALL AI-GENERATED CONTENT IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. Agentiiv makes no guarantee of accuracy, completeness, or suitability of any output. The outputs do not reflect Agentiiv’s endorsement. You agree to verify and validate any AI-generated content yourself, especially before making any important decisions. You assume full responsibility for how you use any AI output, including compliance with laws in your jurisdiction. See also Section 13 (“Use of AI and User Responsibility”).

6. Ownership of Content

6.1. Agentiiv Intellectual Property. All trademarks and all intellectual property rights in the Service (software, content, features, interfaces, documentation, etc.) are owned by Agentiiv or its licensors. This includes all pre-existing Agentiiv technology, methodologies, algorithms, and platform infrastructure. You obtain no rights in Agentiiv’s IP except the limited license above. You may not copy, distribute, create derivatives from, or use Agentiiv’s IP except as explicitly allowed. Any feedback you provide about the Service may be used by Agentiiv without obligation.

6.2. Custom Development Intellectual Property. For Custom Development Services provided under separate service agreements or Statement of Work (SOW):

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6.2.1. Agentiiv Retained Rights. Agentiiv retains all right, title, and interest in and to: (a) all underlying platform technology, development methodologies, and proprietary processes; (b) all Custom IP developed for clients, including Custom AI Agents, specialized prompts, and related technology; (c) all improvements, enhancements, or derivatives of Agentiiv's pre-existing IP; and (d) all knowledge, techniques, and methodologies developed or refined through Custom Development Services.

6.2.2. Client License Rights. Clients receiving Custom Development Services obtain a non-exclusive, non-transferable license to use Custom IP developed specifically for them, as detailed in their separate service agreement or Statement of Work (SOW). This license is subject to the terms of the applicable service agreement or Statement of Work (SOW) and these Terms.

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6.2.3. Work Product Classification. All Custom Development Services constitute specialized application of Agentiiv's proprietary methodologies and are not "work for hire" under applicable copyright law. Custom IP represents Agentiiv's intellectual property applied to client-specific use cases, with clients receiving appropriate usage rights as specified in their service agreements or Statement of Work (SOW).

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6.2.4. Derivative Rights. Any improvements, modifications, or derivatives of Custom IP developed during or after the service period shall remain the exclusive property of Agentiiv, subject to the client's continued license rights for the original Custom IP.

6.3. User Content Ownership. You retain ownership of all User Content that you upload or create through the Service. Agentiiv does not claim ownership of your inputs or AI-generated outputs. By uploading or generating User Content, you grant Agentiiv a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, and display it solely to provide, improve and maintain the Service. For Enterprise Clients receiving Custom Development Services, data usage rights may be modified or restricted as specified in separate service agreements or Statement of Work (SOW). Agentiiv will not disclose your User Content to others except as described in our Privacy Policy or as required by law.

6.4. Content Integrity. You are solely responsible for your User Content and any use you make of it. Agentiiv is not responsible for the legality, accuracy, or appropriateness of User Content. You agree not to post or rely on any User Content that violates laws, and you indemnify Agentiiv for any claims arising from your User Content or your use of the Service.

6.5. Enterprise Services and Custom Development.

6.5.1. Separate Agreements. Custom Development Services are provided under separate service agreements or Statement of Work (SOW) that supplement these Terms. In the event of conflict between these Terms and a separate service agreement or Statement of Work (SOW) regarding Custom Development Services, the service agreement or Statement of Work (SOW) shall govern for matters specifically addressed therein.

6.5.2. Service Scope. Custom Development Services may include but are not limited to: (a) development of Custom AI Agents and specialized prompts; (b) strategic consulting and advisory services; (c) custom training and implementation support; (d) process mapping and workflow optimization; and (e) other bespoke services.

6.5.3. Intellectual Property Framework. All Custom Development Services utilize and build upon Agentiiv's proprietary platform, methodologies, and intellectual property. Clients receive specific usage rights as defined in their service agreements or Statement of Work (SOW) while Agentiiv retains ownership of all underlying technology and Custom IP developed.

7. Data Usage and Privacy

Agentiiv handles personal information in compliance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and related privacy laws. All aspects of data collection, use, sharing, retention, user rights, and privacy practices are governed by our comprehensive Privacy Policy, which implements international privacy standards including GDPR and CCPA. The Privacy Policy, available at agentiiv.com/privacy-policy, is incorporated by reference into these Terms, and you consent to its terms when using the Service.

8. Security

Agentiiv implements enterprise-grade security measures to protect your data and our Service. Our comprehensive security program includes advanced encryption for all data both in transit and at rest, and least privilege access controls, real-time threat monitoring with automated incident response, and LLM API integration to protect against data exposure during processing. We maintain SOC 2 compliance with regular third-party security audits, Regular staff training on security and privacy best practices, and secure vendor management . Although we implement industry-leading protections, no system can be guaranteed completely secure. You remain responsible for safeguarding your credentials and using secure practices on your devices.

9. Limitation of Liability

9.1. Disclaimer of Warranties. Except as expressly stated, the Service is provided on an “as is” and “as available” basis. Agentiiv and its affiliates disclaim all warranties, whether express or implied, to the fullest extent permitted by law. This includes any implied warranties of merchantability or fitness for a particular purpose. (Ontario’s consumer protection law prohibits disclaiming implied warranties in consumer contracts to the extent non-waivable, so this disclaimer applies subject to mandatory rights.)

9.2. Limitation of Damages. To the maximum extent allowed by law, Agentiiv (and its officers, directors, employees, agents and licensors) will not be liable to you for any indirect, incidental, special, consequential or punitive damages, including loss of data, revenue or profits, arising out of or related to the Service. In particular, we are not liable for:

• Errors or inaccuracies in AI-generated content;
• Decisions you make (or actions you take) based on the Service’s content;
• Any unauthorized use of the Service or your account;
• Downtime, delays or interruptions of the Service;
• Security breaches or data loss (except as required by law).

These exclusions apply regardless of legal theory (contract, tort, negligence, strict liability, etc.), even if Agentiiv was warned of the possibility of damages. Any liability that cannot be excluded by law (e.g., death or personal injury caused by gross negligence, or consumer protection liabilities) is not affected by this limitation.

9.3. Consumer Rights. If you are a consumer in Ontario, certain clauses of these Terms are void to the extent they conflict with statutory rights. Ontario’s Consumer Protection Act forbids any attempt to waive a consumer’s substantive or procedural rights. In particular, you are not bound by any mandatory arbitration clause or class-action waiver in this Agreement. Any term that purports to negate or vary any implied condition or warranty under Ontario law is void. Subject to those protections, Agentiiv’s total liability for any claim arising from these Terms or the Service will not exceed the total fees you have paid Agentiiv in the three months prior to the event giving rise to the claim.

10. Indemnification

You agree to indemnify and hold harmless Agentiiv (and its affiliates, officers, directors, employees and agents) from any claims, losses or damages (including reasonable attorneys’ fees) arising out of:

• your use of the Service;
• your User Content;
• your violation of these Terms; or
• your violation of any applicable law. This includes any claim that your content infringes another’s rights. Agentiiv will cooperate in any defense but may assume exclusive control of the defense at its option.

11. Modifications to the Service and Terms

Agentiiv may update or change the Service (adding, removing or changing features) at any time. If we make material changes that could affect your use, we will provide advance notice (e.g., by email or in-app alert) of at least thirty (30) days via email to your registered email address and through prominent in-app notification.

Agentiiv may also modify these Terms from time to time. When we do, we will post the revised Terms on our website and update the Last Updated date above. Material changes to these Terms will become effective thirty (30) days after notification to users. For purposes of this Section, "material changes" include modifications that substantially reduce core Service functionality, increase fees, or impose new material obligations on users. Any other changes become effective immediately upon posting (or on a later date we specify). We will notify you of all material changes via the same methods described above. Your continued use of the Service after the changes take effect constitutes your acceptance of the new Terms. We recommend that you review the Terms regularly. If you do not agree with a material change to these Terms or our Privacy Policy, you may stop using the Service and are entitled to request a refund by contacting support@agentiiv.com with the subject line "Refund Request." To process your refund request, please identify the specific material change you are objecting to and confirm that you wish to terminate your Service effective as of the change date. Upon receipt of a complete refund request submitted prior to the effective date of the material change, Agentiiv will determine the pro-rata amount to be refunded based on unused service periods and process the refund within thirty (30) days.

12. Termination

Either party may terminate this Agreement at any time. You may stop using the Service and close your account by contacting us (see Section 16) or use the in-app account deletion feature. Agentiiv may suspend or terminate your access if you breach these Terms, for non-payment, or for any reason in Agentiiv’s sole discretion. Upon termination, your license ends immediately and you must stop all use of the Service. Any unpaid fees or obligations you incurred before termination remain due. Sections that by their nature survive (such as IP ownership, disclaimers, limitations, indemnification, and governing law) continue in effect after termination.

If your account is terminated, we may delete your data unless you request its return in advance. Where feasible, we will give you a reasonable opportunity to retrieve your User Content after termination, but Agentiiv is not obligated to maintain or transfer any of your content once the Service is terminated.

13. Use of AI and User Responsibility

You acknowledge that AI-generated content can contain errors, biases or inappropriate information. You are responsible for the consequences of using any AI-generated output. You agree not to rely solely on the Service for critical decisions (legal, financial, medical, etc.) without independent verification. We strongly recommend human review of all AI outputs. You must comply with all laws when using the Service and any content it generates, in your jurisdiction and elsewhere. Agentiiv is not responsible for ensuring AI outputs comply with local laws; that responsibility is yours. In short, you bear all risk for your use of the Service.

14. Arbitration

Any dispute which arises in the course of or following the performance of the present contract will be definitively settled under the auspices of The Canadian Commercial Arbitration Centre, by means of arbitration and to the exclusion of courts of law, in accordance with its General Commercial Arbitration Rules in force at the time this contract is signed and to which the parties declare they have adhered.

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15. Governing Law

These Terms are governed by the laws of Ontario, Canada (and federal laws of Canada), without regard to conflict-of-law rules.

16. Contact Information

If you have questions about these Terms or the Service, you may contact Agentiiv at:

• Address: Agentiiv Inc., 1854 Lakeshore Blvd East, Toronto, ON M4L 6S8, Canada.
• Email: legal@agentiiv.com (for legal inquiries) or support@agentiiv.com (for general support).

17. Miscellaneous

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17.1. Severability

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not be affected or impaired. The invalid provision will be deemed modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, the provision will be deemed deleted from these Terms.

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17.2. Entire Agreement

These Terms, together with our Privacy Policy (available at agents.agentiiv.com/privacy-policy) and any separate service agreements or Statement of Work (SOW) for Custom Development Services or Enterprise Plans, constitute the complete and exclusive agreement between you and Agentiiv regarding your use of the Service. These Terms supersede all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, whether written or oral, relating to the Service.

17.3. Assignment

Agentiiv may assign, transfer, or delegate any or all of its rights and obligations under these Terms at any time without notice or your consent, including in connection with a merger, acquisition, corporate reorganization, or sale of assets. You may not assign or transfer your rights or obligations under these Terms without Agentiiv's prior written consent. Any attempted assignment in violation of this provision is void.

17.4. Device Security

While Agentiiv implements reasonable security measures to protect the Service (as described in Section 8), you remain responsible for maintaining the security of your own devices, software, and data. This includes protecting your hardware and software from viruses, malware, and other internet security risks, and safeguarding your account credentials and login information.

18. Third-Party Services and Integrations

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18.1 Third-Party Materials

The Service integrates various third-party software, services, APIs, plugins, and tools ("Third-Party Materials") to provide functionality. The current Third-Party Materials are listed in the table below and maintained at trust.agentiiv.com ("Third-Party List"). By using the Service, you acknowledge that:

• Agentiiv relies on these providers to deliver the Service;
• you are responsible for reviewing and monitoring Third-Party Materials' terms and policies;
• Agentiiv disclaims liability for Third-Party Materials' acts, omissions, or compliance beyond Agentiiv's direct control; and
• your use of the Service constitutes consent to the use of all Third-Party Materials listed below and on the Third-Party List.

18.2 Current Third-Party Providers

The following table lists current Third-Party Materials integrated into the Service:

 Provider Name: OpenAI
   •    Service/API Used: GPT-4 API
   •    Policies and Terms: https://openai.com/policies/
   •    Documentation: https://platform.openai.com/docs/introduction

Provider Name: Anthropic
   •    Service/API Used: Claude Opus API
   •    Policies and Terms: https://support.anthropic.com/en/collections/4078534-privacy-legal
   •    Documentation: https://support.anthropic.com/en/

Provider Name: Google
   •    Service/API Used: Gemini API
   •    Policies and Terms: https://ai.google.dev/gemini-api/terms
   •    Documentation: https://ai.google.dev/gemini-api/docs

 Provider Name: Google
   •    Service/API Used: Vertex
   •    Policies and Terms: https://cloud.google.com/retail/data-use-terms

 Provider Name: Auth0 (by Okta)
   •    Service/API Used: User Management
   •    Policies and Terms: https://security.okta.com/

 Provider Name: Microsoft (Azure)
   •    Service/API Used: Hosting Provider
   •    Policies and Terms: https://www.microsoft.com/en-us/privacy/privacystatement

 Provider Name: Exa Search
   •    Service/API Used: Plugin / API
   •    Policies and Terms: https://exa.ai/privacy-policy

 Provider Name: Replicate
   •    Service/API Used: Plugin / API
   •    Policies and Terms: https://replicate.com/terms

 Provider Name: Proxy Curl
   •    Service/API Used: Plugin / API
   •    Policies and Terms: https://nubela.co/proxycurl/terms-of-use

 Provider Name: WonderCraft
   •    Service/API Used: Plugin / API
   •    Policies and Terms: https://trust.wondercraft.ai/

 Provider Name: APIFY
   •    Service/API Used: Plugin / API
   •    Policies and Terms: https://docs.apify.com/legal/general-terms-and-conditions

18.3 Your Responsibilities Regarding Third-Party Materials

You must independently review all Third-Party Materials' terms of service, privacy policies, and compliance certifications listed in the table above before using the Service. You are required to review the Third-Party List at trust.agentiiv.com prior to initial use of the Service and periodically thereafter. You assume liability for your use of Third-Party Materials in violation of provider terms.

18.4 Opt-Out Rights

You may opt-out of specific Third-Party Materials by submitting a written request to legal@agentiiv.com specifying which third-party service(s) you wish to disable. Agentiiv will process such requests within five (5) business days of receipt. Once disabled, the specified third-party service(s) will remain inactive until you submit a written request to re-enable them. You acknowledge that opting out of certain Third-Party Materials may limit Service functionality.

18.5 No Endorsement

Reference to Third-Party Materials does not constitute Agentiiv's endorsement of such providers or their services.

18.6 Modifications to Third-Party Materials

Agentiiv may add, remove, or modify Third-Party Materials as needed for platform operations, security, legal compliance, or service improvements. Agentiiv will provide reasonable notice to you except when immediate action is required for security, legal, or operational reasons. Continued use of the Service after notice constitutes acceptance of changes. For additions or modifications of Third-Party Materials, your sole remedy is to request disabling under Section 18.4.

18.7 Limitation of Liability for Third-Party Materials

In addition to the limitations set forth in Section 9, Agentiiv is not liable for:

• Third-Party Materials' performance, availability, security practices, or compliance;
• changes to Third-Party Materials' terms, services, or availability;
• any damages arising solely from the acts, omissions, or failures of Third-Party Materials beyond Agentiiv's reasonable control, provided that Agentiiv has exercised commercially reasonable care in the selection and monitoring of such Third-Party Materials.