Terms & Conditions | auto-AGENTS™

General conditions

We reserve the right to refuse service to anyone for any reason at any time. Subject to the terms and conditions of this Agreement, Commerce.AI will use commercially reasonable efforts to provide Customer with access to our products/services/reports ("Services"). The Services are subject to modification (including, without limitation, to provide new features, implement new protocols, maintain compatibility with emerging standards or comply with regulatory requirements) from time to time at Commerce.AI's discretion. If for some reason we cannot deliver the requested Services, we will refund your payment and we will not be held responsible for the inconvenience caused. The material is provided for general information only and should not be relied upon as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on our Services is at your own risk.

1. Services

1.1 Scope of Services: Commerce.AI provides AI-powered solutions, including implementation, integration, and subscription-based services ("Services"), as detailed in applicable Order Forms or Statements of Work ("SOW").

1.2 Customer Affiliates: Affiliates may order Services under the same terms by executing a separate Order Form or SOW. Each affiliate is responsible only for its own obligations.

1.3 Customer Data: Commerce.AI will access and process data ("Customer Data") to deliver the Services. Customer retains ownership of Customer Data, while Commerce.AI may use it solely to fulfill contractual obligations.

2. Customer obligations

2.1 Appropriate Use: Customer agrees not to misuse the Services, including reverse engineering or unauthorized sharing, or use that violates applicable laws and regulations.

2.2 Third-Party Platforms: If accessing Services via third-party platforms, Customer consents to the sharing of necessary data for functionality and compliance with the terms of those third-party platforms.

2.3 Security: Customer is responsible for account security and for ensuring access is limited to authorized personnel.

2.4 Primary Contact: Customer must designate a primary contact for data submission and communication and support coordination.

3. Data and privacy

3.1 Confidentiality: Both parties will protect each other's confidential information and use such information only for purposes outlined in this agreement.

3.2 Compliance: Commerce.AI adheres to relevant data protection standards (e.g., SOC 2, HIPAA, GDPR). Customer must ensure Customer Data complies with applicable laws.

3.3 Data Use: Commerce.AI may anonymize and aggregate Customer Data to improve its Services, and will never share identifiable information without explicit consent.

4. Intellectual property

4.1 Ownership: Commerce.AI retains all intellectual property rights related to the Services. Customer may use the Services and reports only for internal business purposes.

4.2 Feedback: Any feedback provided by the Customer may be used by Commerce.AI to improve its offerings, without additional obligations to the Customer.

5. Warranties and disclaimers

5.1 Warranty: Services are provided "as-is." Commerce.AI makes no guarantees regarding error-free operation or specific outcomes.

5.2 Exclusions: Commerce.AI is not responsible for issues caused by third-party systems or unauthorized modifications to the Services.

6. Limitation of liability

6.1 Cap on Liability: Commerce.AI's liability is limited to the total fees paid by the Customer in the 12 months preceding a claim, or $1,000, whichever is greater.

6.2 Exclusion of Damages: Neither party is liable for indirect, incidental, or consequential damages, or for loss of revenue, data, or business opportunities.

7. Support and maintenance

7.1 Support: Unless a special support package is purchased, every contract includes standard email-based support available during business hours. Support email: support@commerce.ai. Response times are prioritized as follows: P1 (critical issues) – 1 hour; P2 (medium issues) – 8 hours; P3 (low issues) – 24 hours.

7.2 Updates: Commerce.AI will provide regular updates to improve performance and communicate downtime for maintenance in advance.

8. Term and termination

8.1 Term: The agreement remains in effect for the duration specified in the Order Form unless terminated earlier.

8.2 Termination: Either party may terminate immediately in case of a breach.

9. Dispute resolution

9.1 Arbitration: Disputes will be resolved by binding arbitration in Santa Clara County, California. Class actions are not permitted.

9.2 Jurisdiction: For injunctive relief, parties consent to jurisdiction in California courts.

10. Miscellaneous

10.1 Assignment: Customer may not transfer this agreement without written consent from Commerce.AI.

10.2 Force Majeure: Commerce.AI is not liable for delays or failure caused by events beyond its control.

10.3 Entire Agreement: This document supersedes all prior agreements related to the Services.

11. Acceptance

By using Commerce.AI Services, you agree to these Terms and Conditions.

12. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect. This Agreement is not assignable, transferable or sublicensable by Customer except with Commerce.AI's prior written consent; Commerce.AI may transfer and assign any of its rights and obligations under this Agreement freely and without consent. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes all previous written and oral agreements relating to the subject matter of this Agreement. Commerce.AI reserves the right to change this Agreement at any time, and if it does, it will bring it to Customer's attention by placing a notice on the terms-and-conditions page, by sending Customer an email, and/or by some other means. If Customer uses or accesses the Service in any way after a change to the Agreement is effective, that means Customer agrees to all of the changes. No agency, partnership, joint venture, or employment is created as a result of this Agreement. This Agreement will be governed by the laws of the State of California, without regard to its conflict of laws provisions. Any dispute arising from or relating to the subject matter of this Agreement shall be finally settled in Santa Clara County, California, in English, in accordance with the Streamlined Arbitration Rules and Procedures of JAMS then in effect. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. Any arbitration under this Agreement will take place on an individual basis: class arbitrations and class actions are not permitted. CUSTOMER UNDERSTANDS AND AGREES THAT BY ENTERING INTO THESE TERMS, CUSTOMER AND COMMERCE.AI ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

Questions about these terms? Contact us at support@commerce.ai.