Terms of Service

Effective: May 7, 2026 — Version 1.0 — NGX Labs LLC

1. Acceptance

By accessing or using the agenticlive platform, APIs, agents, or any related services (collectively, the “Services”) operated by NGX Labs LLC (“Company,” “we,” “us,” “our”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, do not use the Services.

If you are using the Services on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

These Terms incorporate by reference our Privacy Policy, Acceptable Use Policy, Cookie Policy, and Refund Policy.

2. Definitions

“Agent” means an AI-powered autonomous agent created, configured, or deployed through the Services.
“Credits” means the usage units consumed when Agents perform tasks, integrations run, or platform resources are used.
“Content” means any data, text, images, files, configurations, prompts, or other materials uploaded to or generated through the Services.
“User Content” means Content you provide to the Services.
“AI Output” means Content generated by Agents or the platform’s AI capabilities.
“Subscription” means a paid plan providing access to the Services.

3. Account Registration

You must provide accurate, complete, and current registration information. You are responsible for maintaining the confidentiality of your account credentials and for all activity that occurs under your account.

You must be at least 18 years old to create an account. You must notify us immediately of any unauthorized use of your account at security@agenticlive.ai. One person or entity may not maintain more than one free account.

4. Services Description

agenticlive provides AI agent deployment, automation, and integration services. The Services include agent creation, configuration, scheduling, data storage, third-party integrations, and related features as described on our website.

We reserve the right to modify, suspend, or discontinue any part of the Services at any time with reasonable notice. We will provide at least 30 days’ notice for material changes that affect your existing workflows.

5. Credits and Billing

Credits are consumed as your Agents perform tasks, run automations, process integrations, and use platform resources. Credit consumption rates vary by operation type and are detailed on our Pricing page.

Subscription plans include a monthly credit allocation. Unused subscription credits do not roll over to the next billing period. Upgrade your plan anytime to increase your monthly credit allocation.

All fees are stated in U.S. dollars and are exclusive of applicable taxes. You are responsible for all taxes associated with your use of the Services, excluding taxes based on our net income. We may change pricing with 30 days’ advance notice. Price changes apply at the start of your next billing cycle.

6. Free Plans and Trials

Free plans (“Signal plan”) are provided at our discretion and may be modified or discontinued at any time. Free plans may have reduced features, credit limits, or usage restrictions. We do not guarantee the availability of free plans. We reserve the right to convert free plans to paid plans with advance notice.

7. Intellectual Property

The Services, including all software, algorithms, interfaces, documentation, branding, and underlying technology, are owned by NGX Labs LLC and protected by intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Services except the limited right to use them under these Terms.

You may not copy, modify, distribute, sell, lease, reverse engineer, decompile, or create derivative works from the Services or any part thereof.

8. AI-Generated Content

AI Output is provided “as is.” You retain the right to use AI Output generated through your account for your lawful business purposes, subject to these Terms. You acknowledge that:

AI Output may not be unique and similar output may be generated for other users;
AI Output may contain errors, inaccuracies, or biases;
you are solely responsible for reviewing, validating, and using AI Output;
AI Output does not constitute professional advice (legal, medical, financial, or otherwise);
we do not claim ownership of AI Output generated through your use of the Services;
AI Output may be subject to third-party intellectual property rights that we cannot verify.

You are responsible for ensuring your use of AI Output complies with all applicable laws.

9. User Content and Data

You retain ownership of your User Content. By uploading User Content, you grant us a limited, non-exclusive, worldwide license to use, process, store, and display your User Content solely to provide and improve the Services. We do not use your User Content or AI Output to train AI models. You represent that you have all necessary rights to your User Content and that it does not violate any third-party rights.

10. AI Accuracy and Disclaimers

AI Agents may produce inaccurate, incomplete, or inappropriate outputs. You must not rely on AI Output for critical decisions without independent verification. We are not responsible for any actions taken based on AI Output, including but not limited to financial losses, legal consequences, reputational harm, or operational disruptions. AI Agents operate autonomously based on your configurations. You are responsible for the configuration, deployment, and monitoring of your Agents.

11. Acceptable Use

Your use of the Services is subject to our Acceptable Use Policy, which is incorporated into these Terms. Violation of the AUP may result in immediate suspension or termination without refund.

12. Third-Party Integrations

The Services allow integration with third-party platforms (e.g., Google, Slack, Stripe, Telegram). We are not responsible for the availability, accuracy, security, or practices of third-party services. Your use of third-party integrations is subject to those providers’ terms and privacy policies. Third-party services may change their APIs, terms, or availability at any time.

13. Privacy and Data Protection

Our collection and use of personal data is described in our Privacy Policy. By using the Services, you acknowledge and agree to the practices described therein. If you process personal data of third parties through the Services, you represent that you have obtained all necessary consents and legal bases for such processing.

14. Confidentiality

Each party agrees to hold the other party’s Confidential Information in confidence using at least the same degree of care it uses for its own confidential information, but no less than reasonable care. “Confidential Information” includes business plans, agent configurations, pricing, technical data, and any information marked as confidential. Confidential Information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction.

15. Indemnification

You agree to indemnify, defend, and hold harmless NGX Labs LLC, its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from: (a) your use of the Services; (b) your User Content; (c) your violation of these Terms; (d) your violation of any applicable law or third-party rights; (e) the deployment, configuration, or operation of your Agents; (f) any AI Output generated through your account.

16. Limitation of Liability

To the maximum extent permitted by applicable law: (a) in no event shall NGX Labs LLC be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, business, goodwill, or opportunity, regardless of the cause of action or theory of liability. (b) Our total aggregate liability for all claims arising from or related to these Terms or the Services shall not exceed the greater of (i) the amount you paid to us in the twelve (12) months preceding the claim, or (ii) one hundred U.S. dollars ($100). (c) These limitations apply even if we have been advised of the possibility of such damages and even if a remedy fails of its essential purpose.

Nothing in this section excludes or limits liability for (i) death or personal injury caused by negligence, (ii) fraud or fraudulent misrepresentation, or (iii) any liability that cannot be excluded by applicable law.

17. Warranty Disclaimer

The Services are provided “as is” and “as available” without warranties of any kind, whether express, implied, statutory, or otherwise. We disclaim all warranties, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade. We do not warrant that the Services will be uninterrupted, error-free, secure, or that defects will be corrected. We do not warrant the accuracy, reliability, or completeness of any AI Output.

18. Termination

Either party may terminate these Terms at any time. You may terminate by canceling your subscription and deleting your account. We may suspend or terminate your access immediately, without notice, if: (a) you violate these Terms or the Acceptable Use Policy; (b) your use poses a security risk; (c) your use could subject us to legal liability; (d) your account is past due for more than 30 days; (e) required by law.

19. Effect of Termination

Upon termination: (a) your right to use the Services ceases immediately; (b) you remain liable for all fees incurred before termination; (c) we will retain your data for up to 90 days to allow export, then delete or anonymize it; (d) all credits are forfeited with no refund; (e) provisions that by their nature should survive termination will survive, including Sections 7, 8, 14, 15, 16, 17, 20, and 21.

20. Dispute Resolution

(a) Informal Resolution. Contact us at legal@agenticlive.ai and attempt to resolve any dispute informally for at least 30 days before initiating any legal proceeding.

(b) Binding Arbitration. If informal resolution fails, the dispute shall be resolved by binding arbitration administered by JAMS under its Streamlined Arbitration Rules in Los Angeles, California. The arbitrator’s decision shall be final and binding.

(d) Injunctive Relief. Nothing in this section prevents either party from seeking injunctive or equitable relief for claims involving intellectual property or confidential information.

21. Governing Law

These Terms are governed by and construed in accordance with the laws of the State of California, United States, without regard to its conflict of law provisions.

22. Class Action Waiver

You and NGX Labs LLC agree that each party may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class, collective, or representative action. Unless both parties agree otherwise, the arbitrator may not consolidate claims of more than one person or preside over any form of representative or class proceeding.

23. DMCA and Copyright

We respect intellectual property rights. If you believe that content on the Services infringes your copyright, submit a DMCA notice to legal@agenticlive.ai with: (a) identification of the copyrighted work; (b) identification of the infringing material and its location; (c) your contact information; (d) a statement of good faith belief; (e) a statement of accuracy under penalty of perjury; (f) your physical or electronic signature. Repeat infringers may have their accounts terminated.

24. Export Controls

You agree to comply with all applicable export control and sanctions laws, including U.S. export regulations. You may not use the Services in any country subject to U.S. sanctions or by any person on a U.S. government restricted party list.

25. Force Majeure

Neither party shall be liable for failure to perform obligations due to causes beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, internet infrastructure failures, or third-party service provider outages. If a force majeure event persists for more than 30 days, either party may terminate these Terms without further liability.

26. Modifications

We may modify these Terms at any time. We will provide at least 14 days’ advance notice of material changes via email or platform notice. Continued use of the Services after changes take effect constitutes acceptance. If you do not agree to modified Terms, you must stop using the Services and cancel your subscription before the changes take effect.

27. Assignment

You may not assign or transfer these Terms or any rights hereunder without our prior written consent. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of our assets, with notice to you.

28. Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.

29. Entire Agreement

These Terms, together with our Privacy Policy, Acceptable Use Policy, Cookie Policy, and Refund Policy, constitute the entire agreement between you and NGX Labs LLC regarding the Services and supersede all prior agreements and understandings.

30. Contact

For questions about these Terms:
NGX Labs LLC
legal@agenticlive.ai