iGent AI Terms of Service

1. USAGE. Subject the terms and conditions of this Agreement (including, without limitation, Customer's compliance with the restrictions on usage set forth below), iGent will provide Customer with access to iGent's platform ("Platform"). Customer will provide, at its own expense, all equipment and third-party products and/or services necessary for its access to and use of the Platform. Customer must use the Platform in compliance with all applicable laws and regulations and related documentation. Customer will at all times be liable and responsible for any activities and all other acts or omissions taken by Customer or by any other person or entity who accesses or otherwise uses the Platform using Customer's Access Credentials (whether or not such activities or acts or omissions are authorized by Customer or taken by Customer, its employees, agents, or any third party). Customer shall comply with all instructions, requirements, and documentation, and all other acceptable use guidelines (including access and usage protocols and limitations) that iGent may make available from time to time. Our service integrates AI technologies from OpenAI, Anthropic, and Google Gemini. By using our platform, you acknowledge that certain interactions and outputs may be generated by these AI systems. We will disclose when such AI-generated content is presented to you, ensuring transparency in AI usage.
2. FEES AND PAYMENT PROCESSING.
   1. Fees. You agree to pay the fees for the Platform as published from time to time ("Fees"). Customers will receive advanced written notice of any changes before they go into effect or become chargeable. You will have the opportunity to review and accept any changes to the fees to maintain access to the Platform. All fees are non-refundable.
   2. Payment Processing. iGent uses Stripe, a third-party payment processor, to process all payments. By using our service, you agree to be bound by Stripe's Terms of Service and acknowledge that iGent does not store or have direct access to your full payment information.
   3. Billing Information. You agree to provide accurate and complete billing information, including full name, full address, telephone number and valid payment method information. You agree to promptly update your billing information if it changes.
   4. Automatic Renewal. Unless you notify iGent before the end of the applicable subscription period that you want to cancel, your subscription will automatically renew and you authorize us to collect the then-applicable annual or monthly subscription fee using any credit card or other payment mechanism we have on record for you.
3. ACCOUNT CREATION AND SECURITY.
   1. Account Creation. To access the Platform, you must create an account using Auth0, our third-party authentication service provider. By creating an account, you agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current and complete.
   2. Account Security. You are responsible for safeguarding the password that you use to access the Platform and for any activities or actions under your password. You agree not to disclose your password to any third party. You must notify iGent immediately upon becoming aware of any breach of security or unauthorized use of your account.
4. TERM. This Agreement will begin on the Effective Date and will continue in full force and effect while you continue to pay the Fees or until terminated in accordance with these terms (the "Term"). Either party may terminate this Agreement for convenience at any time upon written notice to the other party. iGent may suspend Customer's access to the Platform at any time. Upon the expiration or termination of this Agreement, Customer will discontinue all use of the Platform and iGent may permanently delete all Customer Data. Sections 2 through 13 will survive termination or expiration of this Agreement.
5. RESTRICTIONS ON USAGE. Customer must not: (a) modify, disassemble, create derivative works of, translate, decompile, reverse engineer, rent, lease, loan, transfer, or copy any portion of the Platform; (b) create, input, upload, transmit, or otherwise provide to or through the Platform any information or materials that are unlawful or injurious, or contain, transmit, or activate any virus, worm, Trojan horse, malware, or other malicious computer code; (c) circumvent, disable, or otherwise interfere with the Platform's operation, security, or other technical features or measures of the Platform; (d) use the Platform to develop a similar or competing product or service; (e) perform or conduct any benchmarking or similar activities (including publishing benchmarks or performance information about the Platform); (f) permit any third party to do any of the foregoing; (g) use our service to generate, disseminate, or promote illegal, offensive, or harmful content; or (h) use our service for high-risk applications, including but not limited to medical advice, financial guidance, legal advice, or any application requiring regulatory approval without explicit approval or additional safety measures. Our service does not support the use of AI-generated content for such high-risk applications including but not limited to medical advice, financial guidance, legal advice, or any application requiring regulatory approval. Users are prohibited from using our platform for any purpose that violates the terms set by OpenAI, Anthropic, or Google Gemini.
6. INTELLECTUAL PROPERTY.
   1. Platform. iGent owns and retains all right, title, and interest, including all related intellectual property and proprietary rights, in and to the Platform (including any improvements, modifications, and enhancements thereto) and all visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Platform.
   2. Customer Data and Generated Content. Customer hereby grants to iGent a royalty-free, fully paid up, non-exclusive, and worldwide license (with the right to sublicense through multiple tiers), during the Term, to host, store, transfer, process, publicly display, publicly perform, disclose, distribute, reproduce, and modify the Customer Data (as defined below) solely for purposes of: (a) providing, improving and enhancing the Platform or (b) developing, creating, and/or generating Aggregate Data. Customer is at all times solely responsible and liable for (a) Customer Data as entered into, supplied, accessed, or used by Customer and (b) complying with any privacy and data protection laws and regulations applicable to Customer Data or your use of the Platform. Customer owns and retains all right, title, and interest, including all related intellectual property and proprietary rights, in and to the Customer Data. For purposes of this Agreement, "Customer Data" means any data, content, or information that is uploaded, transmitted, submitted, provided, or made available by Customer through its access to or use of the Platform, including from any connection or integration with a third-party source. iGent shall comply with the terms of the Appendix when providing access to the Platform under this Agreement. Customer retains all ownership rights in any output generated via the Platform using OpenAI, Anthropic, and Gemini technologies ("Generated Content"). iGent disclaims any ownership or rights to the Generated Content, except as necessary to provide and improve the Platform services. For clarity, neither iGent nor its subprocessors (OpenAI, Anthropic, and Google Gemini) will use Generated Content to train AI models or for any purpose other than providing the requested services to the Customer.
   3. Aggregate Data. You acknowledge and agree that iGent may collect, create, process, transmit, store, use, and disclose Aggregated Data (as defined below) for its business purposes, including to provide support, to improve the Platform and to develop new products and services, and for industry analysis, benchmarking, and analytics. As between the parties, iGent owns and retains all right, title, and interest, including all related intellectual property and proprietary rights, in and to the Aggregate Data, the know-how and analytical results generated in the processing and use of Aggregate Data, and any and all new products, services, and developments, modifications, customizations, or improvements to the Platform made based on the Aggregate Data. For purposes of this Agreement, "Aggregate Data" means the non-identifiable aggregated and/or de-identified data derived from Customer Data or Customer's use of the Platform. For clarity, Aggregate Data does not include and iGent does not claim any rights in the Generated Content or any non-anonymized output created by Customers using the Platform.
   4. Feedback. If Customer provides iGent with recommendations, suggestions, or other feedback relating to the Platform or any other iGent products or services ("Feedback"), Customer hereby grants iGent an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to freely use, disclose, reproduce, license, distribute, and otherwise exploit the Feedback in any manner and for any purpose, including to improve the Platform and to commercialize the Feedback in any iGent product, technology, service, specification, or other documentation. iGent will have no obligation to provide Customer with attribution or compensation for any Feedback provided to iGent.
   5. Reservation of Rights. Except for those rights expressly granted in this Agreement, no other rights are granted by iGent, either express or implied, to Customer.
   6. Attribution for Generated Content. If AI-generated content from our platform requires attribution, as mandated by the terms of OpenAI, Anthropic, or Google Gemini, you agree to provide such attribution in a manner specified by us or the respective AI platform. Failure to comply with this requirement may result in termination of service.
7. CONFIDENTIALITY; DATA. Customer will maintain the confidentiality of and not disclose to any third party: (a) the terms of this Agreement; (b) all non-public information disclosed or otherwise made available by iGent to Customer under this Agreement or through the Platform; and (c) any Feedback, Platform performance data, and all other information obtained through Customer's access to or use of the Platform. iGent will protect any Customer Data transmitted or otherwise provided by Customer through the Platform using commercially reasonable administrative, technical, and physical safeguards designed to protect against illegal or unauthorized access or disclosure of such Customer Data. You are responsible for ensuring compliance with applicable data protection laws, including GDPR, when using our platform. Certain AI functionalities may be restricted based on regional laws. You acknowledge that some data may be processed outside your jurisdiction, and it is your responsibility to manage cross-border data transfers where applicable.
8. THIRD PARTY PRODUCTS. If Customer elects to enable, access, or use of any Third-Party Products (as defined below), its access and use of such Third-Party Products is governed solely by the terms and conditions and privacy policies of the provider of such Third-Party Products, and iGent does not endorse, is not responsible or liable for, and makes no representations or warranties as to any aspect of such Third-Party Products, including, without limitation, their content, the manner in which they handle Customer's data (including Customer Data), or any interaction between Customer and the provider of such Third-Party Products. iGent is not liable for any damage or loss caused or alleged to be caused by or in connection with Customer's enablement, access, or use of any such Third-Party Products, or Customer's reliance on the privacy practices, data security processes, or other policies relating to or used in connection with the Third-Party Products. The providers of Third-Party Products shall not be deemed sub-processors of personal information for any purpose. For purposes of this Agreement, "Third-Party Products" means certain third-party applications, systems, software, products, or services that are or may be used by Customer and are not provided by iGent that Customer elects to integrate or enable for use with any Platform.
9. THIRD-PARTY SERVICES.
   1. Third-Party Authentication. By using Auth0 for authentication, you acknowledge and agree that your access to the Platform is also subject to Auth0's Terms of Service and Privacy Policy. iGent is not responsible for any issues arising from or related to Auth0's services.
   2. Payment Processing. iGent uses Stripe for payment processing. Your use of Stripe's services is subject to Stripe's Terms of Service and Privacy Policy. iGent is not responsible for any issues arising from or related to Stripe's services.
   3. Data Sharing. By using the Platform, you acknowledge and consent to the sharing of necessary data with Auth0 and Stripe for the purposes of account authentication and payment processing, respectively.
   4. Data Transfers. You acknowledge and agree that your personal data may be transferred to and processed in countries other than your own, including countries where Auth0 and Stripe operate their services. iGent will ensure that such transfers comply with applicable data protection laws.
10. WARRANTY DISCLAIMER. THE PLATFORM IS PROVIDED "AS IS" "WITH ALL FAULTS". IGENT DOES NOT WARRANT THAT THE PLATFORM WILL OPERATE WITHOUT ERROR OR INTERRUPTION. IGENT SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, QUALITY, ACCURACY, AND FITNESS FOR A PARTICULAR PURPOSE. IGENT IS NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM ACCESS TO OR USE OF THE PLATFORM. CUSTOMER UNDERSTANDS AND AGREES THAT USE OF ANY PORTION OF THE PLATFORM IS AT CUSTOMER'S OWN DISCRETION AND RISK, AND THAT IGENT IS NOT RESPONSIBLE FOR ANY DAMAGE TO PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE PLATFORM) OR ANY LOSS OF DATA, INCLUDING CUSTOMER DATA. IGENT DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL BE AVAILABLE FOR ACCESS OR USE BY CUSTOMER AT ANY GIVEN TIME, AND CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT IGENT IS UNDER NO OBLIGATION TO SUPPORT OR MAINTAIN THE PLATFORM OR TO PROVIDE ANY UPDATES, UPGRADES, OR OTHER TECHNICAL SUPPORT TO CUSTOMER WITH RESPECT TO THE PLATFORM.
11. REPRESENTATIONS AND WARRANTIES. Customer represents and warrants to iGent that: (a) if Customer is an entity, it is (1) a corporation, limited liability company, or other business entity duly organized, validly existing, and in good standing in the jurisdiction of its incorporation, organization, or formation, and (2) duly qualified to do business and is in good standing in every jurisdiction in which such qualification is required; (b) this Agreement has been duly executed and constitutes a valid and binding agreement enforceable against Customer in accordance with its terms; (c) it has, and/or has provided all notices to and obtained all necessary and sufficient rights, permissions, capacity, consents, and authority, in order to fully comply with its obligations under, and to grant the rights and licenses set forth in, this Agreement without infringing, misappropriating, or otherwise diluting any intellectual property or proprietary third-party rights (including with respect to Customer Data), and that the use of Customer Data by iGent as provided herein will not constitute infringement, misappropriation or violation of any third party's rights; (d) it will at all times comply with all applicable laws; (e) no authorization or approval from any third party is required in connection with such party's execution, delivery, or performance of its obligations under this Agreement; (f) the execution, delivery and performance of this Agreement by Customer will not violate, conflict with, or cause a default under any agreement, instrument, or other contract to which Customer is a party or by which it is bound; and (g) you will adhere to the acceptable use policies of OpenAI, Anthropic, and Google Gemini when using our service. If Customer is an individual (non-business user), Customer represents and warrants that: (a) they are of legal age to enter into this Agreement; (b) they have the legal capacity to enter into this Agreement; (c) they will comply with all applicable laws in their use of the Platform; and (d) their use of the Platform and any Customer Data they provide will not infringe on any third party's rights.
12. LIMITATION OF LIABILITY.
    1. Nothing in this Agreement shall limit or exclude iGent's liability for: (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be limited or excluded by applicable law.
    2. Subject to clause 12.1, iGent's total aggregate liability to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited to the lesser of £5,000 or (ii) 100% of the total fees paid by the Customer to iGent under this Agreement in the 6 months preceding the event giving rise to the claim.
    3. Notwithstanding clause 12.2, for any liability arising out of or related to iGent's provision of AI generated content, iGent's total aggregate liability shall be limited to £100.
    4. Subject to clause 12.1, iGent shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (a) loss of profits; (b) loss of sales or business; (c) loss of agreements or contracts; (d) loss of anticipated savings; (e) loss of use or corruption of software, data or information; (f) loss of or damage to goodwill; or (g) indirect or consequential loss.
    5. The limitations of liability set out in this clause 11 shall apply even if iGent has been advised of the possibility of such damages or losses.
    6. This clause 12 shall survive termination of the Agreement.
13. INDEMNIFICATION. Customer will indemnify, defend and hold harmless iGent, its affiliates and their respective directors, officers, employers, agents, successors and assigns (collectively, the "Indemnified Parties") from and against any and all claims, demands, or actions made by a third party ("Claims"), and all liabilities, settlements, costs, damages and fees (including reasonable legal fees and costs) incurred or suffered by the Indemnified Parties from Claims arising from or in connection with: (a) Customer Data; (b) Customer's use of, or reliance upon, the Platform; (c) any breach of this Agreement by Customer; (d) Customer's violations of applicable law; (e) the gross negligence or willful misconduct of Customer or of any third party acting on Customer's behalf; or (f) any violation of the terms set by OpenAI, Anthropic, or Google Gemini in relation to the use of their AI technologies through our platform.
14. MODIFICATIONS. iGent may, in its sole discretion, require that Customer accept any updated Agreement in order to continue (a) to access or use the Platform, or (b) to make Customer Data available on or through the Platform. By continuing to access or use the Platform after iGent's notification of an updated Agreement, Customer agrees to accept and be bound by the updated Agreement, including all of the terms incorporated therein by reference. To the extent Customer does not agree to the updated Agreement, then Customer must discontinue its use of the Platform. Except as expressly permitted in this Section 12, this Agreement may be amended only by a written agreement signed by authorized representatives of the parties to this Agreement.
15. SECURITY AND API KEY MANAGEMENT. You are responsible for maintaining the confidentiality and security of any API keys or authentication credentials related to your use of our service. Any unauthorized access or activity using your credentials is solely your responsibility. We and our AI partners (OpenAI, Anthropic, Google Gemini) shall not be liable for any loss or damage resulting from unauthorized use.
16. COMPLIANCE WITH PLATFORM POLICIES. Users of our platform agree to adhere to the acceptable use policies of OpenAI, Anthropic, and Google Gemini. You are prohibited from using our service to generate, disseminate, or promote illegal, offensive, or harmful content. Any violation of these terms may result in suspension or termination of your access to our platform.
17. DATA PRIVACY AND USAGE. By using our service, you agree not to submit any sensitive, personal, or confidential information through the platform. OpenAI, Anthropic, and Google Gemini do not use customer data to train their models, but users are responsible for ensuring that any input does not violate data privacy laws. Please review our Privacy Policy for further details.
18. SUBPROCESSORS AND MODEL TRAINING.
    1. iGent uses subprocessors, including but not limited to OpenAI, Anthropic, and Google (for Gemini), to provide certain AI functionalities within the Platform.
    2. iGent confirms that, as per our agreements with these subprocessors, they are committed to not using the content of API requests or responses to train their AI models. This means that the specific inputs you provide and outputs you receive through our Platform are not used to improve or modify the underlying AI models.
    3. Customer acknowledges that while the content of API requests is not used for model training, these subprocessors may use non-content information, such as performance metrics and usage patterns, to improve their services.
19. AGGREGATE DATA AND MACHINE LEARNING. You acknowledge and agree that iGent may collect, create, process, transmit, store, use, and disclose Aggregated Data (as defined below) for its business purposes, including to provide support, to improve the Platform and to develop new products and services, and for industry analysis, benchmarking, and analytics. This Aggregated Data represents high-level, anonymized information about service usage and performance, which is distinct from the specific content of Customer Data or Generated Content. As between the parties, iGent owns and retains all right, title, and interest, including all related intellectual property and proprietary rights, in and to the Aggregate Data, the know-how and analytical results generated in the processing and use of Aggregate Data, and any and all new products, services, and developments, modifications, customizations, or improvements to the Platform made based on the Aggregate Data. For purposes of this Agreement, "Aggregate Data" means the non-identifiable aggregated and/or de-identified data derived from Customer Data or Customer's use of the Platform. Aggregate Data does not include and cannot be used to reconstruct Customer Data, Generated Content, or any personally identifiable information.
20. COMPLIANCE WITH REGIONAL LAWS AND DATA TRANSFERS. Users are responsible for ensuring compliance with applicable data protection laws, including GDPR, when using our platform. Certain AI functionalities may be restricted based on regional laws. You acknowledge that some data may be processed outside your jurisdiction, and it is your responsibility to manage cross-border data transfers where applicable.
21. FEEDBACK. If Customer provides iGent with recommendations, suggestions, or other feedback relating to the Platform or any other iGent products or services ("Feedback"), Customer hereby grants iGent an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right and license to freely use, disclose, reproduce, license, distribute, and otherwise exploit the Feedback in any manner and for any purpose, including to improve the Platform and to commercialize the Feedback in any iGent product, technology, service, specification, or other documentation.
22. DISCLAIMER OF AI-GENERATED CONTENT. iGent does not guarantee the accuracy, completeness, or appropriateness of any AI-generated content produced through our platform. Users are solely responsible for reviewing, verifying, and validating any AI-generated content before use or implementation. iGent shall not be liable for any consequences resulting from the use of AI-generated content.
23. UPDATES AND MODIFICATIONS TO AI SERVICES. iGent reserves the right to update, modify, or discontinue any AI-related features or services at any time, with or without notice. Such changes may be necessitated by updates to the underlying AI technologies provided by OpenAI, Anthropic, or Google Gemini, or by changes in applicable laws or regulations.
24. ETHICAL USE OF AI. Customers agree to use the AI-generated content and capabilities provided through our platform in an ethical manner, respecting intellectual property rights, avoiding the creation of misleading or false information, and refraining from using the platform for any discriminatory or harmful purposes.
25. DATA PROTECTION AND PRIVACY. iGent collects and processes personal data as necessary to provide the Platform, including but not limited to account information, usage data, and payment information. For full details on our data collection and processing practices, please refer to our Privacy Policy.
26. MISCELLANEOUS. This Agreement will be governed by the laws England and Wales without reference to conflict of law principles. All disputes arising out of or related to the Agreement, will be subject to the exclusive jurisdiction of the courts of England and Wales and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts. Customer will not assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of iGent, except that iGent shall have the right to assign this Agreement to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, change of control, reorganization or otherwise. This Agreement is the entire agreement between the parties relating to the subject matter hereof. No waiver of this Agreement will be valid unless in writing signed by each party. The terms of any other document provided by Customer to iGent that conflicts with, or in any way purports to amend, any of the terms of this Agreement are hereby specifically objected to and will be of no force or effect.

Appendix

1. Definitions
   • "Personal Data," "Processing," "Controller," and "Processor" have the meanings given in applicable data protection laws, including the General Data Protection Regulation (EU) 2016/679 ("GDPR").
   • "Customer Data" means any data, including any Personal Data, submitted by the Customer to the iGent Platform.
   • "Generated Content" means any output, including code, produced by the Platform using OpenAI, Anthropic, and Gemini technologies, as further defined in Section 6.2 of the main Agreement.
2. Roles and Responsibilities
   • Customer is the Controller of any Personal Data included in Customer Data.
   • iGent is the Processor of any Personal Data included in Customer Data.
   • iGent will process Personal Data solely to provide the Platform services and in accordance with Customer's written instructions.
3. Data Handling and Security
   • iGent will implement appropriate technical and organizational measures to protect Customer Data.
   • iGent will notify Customer without undue delay upon becoming aware of any breach of security leading to accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data.
   • iGent will ensure that personnel authorized to process Customer Data are subject to appropriate confidentiality obligations.
4. Subprocessors
   • Customer authorizes iGent to engage subprocessors, including OpenAI, Anthropic, and Google (for Gemini), to process Customer Data.
   • iGent will inform Customer of any intended changes concerning the addition or replacement of subprocessors.
5. Data Retention and Deletion
   • iGent will retain Customer Data only for as long as necessary to provide the Platform services.
   • Upon termination of services, iGent will delete or return all Customer Data, except as required by applicable law.
6. Customer Rights and Cooperation
   • iGent will assist Customer in responding to requests from data subjects and in complying with applicable data protection laws.
   • Upon request, iGent will make available to Customer information necessary to demonstrate compliance with this Appendix.
7. Data Transfers
   • If iGent transfers Personal Data outside the UK or EEA, it will ensure appropriate safeguards are in place in accordance with applicable data protection laws.
8. Generated Content and AI Training
   • iGent does not claim ownership over Generated Content.
   • iGent will not use Customer Data or Generated Content to train AI models.
9. Audits
   • Customer may conduct audits of iGent's data processing practices, with reasonable notice and no more than once per year, unless required by a supervisory authority.
10. Precedence
    • In the event of any conflict between this Appendix and the main body of the Terms of Service, this Appendix shall prevail with respect to data protection matters.