Skip to main content
Effective: January 2025

Terms of Service

The legal framework governing our custom AI agent development and deployment services.

Key Terms Summary

Professional Engagement

Engage within defined project scope and deliverables outlined in your service agreement

Your Data

You retain all rights to your data and content

Service Levels

99.9% uptime SLA for deployed agent solutions with transparent monitoring

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you or your organization ("Customer," "you," or "your") and AGI Dialect, LLC. ("AGI Dialect," "we," "us," or "our") governing your engagement with our custom AI agent development, deployment, and support services (collectively, the "Services").

By engaging our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, along with our Privacy Policy and any additional terms applicable to specific service engagements.

If you are entering into these Terms on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to that organization.

2. Service Description

AGI Dialect provides custom AI agent development and deployment services for enterprise clients, including but not limited to:

  • Custom autonomous agent design, development, and deployment tailored to your business requirements
  • Integration with your existing infrastructure and third-party services through unique connectors
  • Three engagement models: Pilot (proof-of-concept), Enterprise Scale (production deployment), and Strategic Partner (long-term collaboration)
  • API access and observability dashboards for deployed agent solutions (Arize Phoenix, Grafana, Arize AX Pro, Datadog, or custom)
  • Ongoing technical support, maintenance, and optimization services for deployed solutions
  • Optional on-premise installation and custom model training for Strategic Partner engagements

We reserve the right to modify, suspend, or discontinue any aspect of the Services at any time, with reasonable notice for material changes that negatively impact your engagement.

3. Acceptable Use Policy

You agree not to use our Services to:

  • Violate any applicable laws, regulations, or third-party rights
  • Generate or distribute malicious content, malware, or engage in cyberattacks
  • Infringe intellectual property rights or misappropriate trade secrets
  • Harass, abuse, threaten, or harm others, or incite violence or discrimination
  • Distribute spam, phishing attempts, or fraudulent communications
  • Attempt to gain unauthorized access to our systems or other users' accounts
  • Reverse engineer, decompile, or attempt to extract source code from our Services
  • Use our Services to build competitive products or services
  • Exceed rate limits, abuse system resources, or engage in activity that degrades service performance
  • Circumvent usage restrictions or billing mechanisms

Violations may result in immediate suspension or termination of Services without refund.

4. Data Ownership and Intellectual Property

Your Data

You retain all ownership rights to data, content, and materials you provide during our engagement or that are generated by deployed agent solutions ("Customer Data"). You grant us a limited license to use Customer Data solely to provide and improve the Services for your specific engagement. We will not use your Customer Data to train AI models that benefit other customers without your explicit consent.

Our Intellectual Property

AGI Dialect owns all rights, title, and interest in the Services, including all software, algorithms, models, documentation, trademarks, and related intellectual property. These Terms do not grant you any ownership rights; only a limited, revocable license to use the Services as described.

Feedback

If you provide suggestions, ideas, or feedback about our Services, we may use that feedback without obligation or compensation to you.

5. Engagement Terms and Payment

Engagement Models

We offer three primary engagement models: Pilot (proof-of-concept, typically 1-2 months), Enterprise Scale (production deployment, typically 3-6 months), and Strategic Partner (long-term collaboration with custom terms). Specific deliverables, timelines, and pricing are detailed in individual service agreements or Statements of Work (SOWs).

Service Agreements

All engagements are governed by a signed service agreement or SOW that specifies scope, deliverables, timelines, pricing, and other engagement-specific terms. These Terms serve as the general framework, while your service agreement contains the specific details of your engagement.

Payment

You agree to pay all fees as specified in your service agreement. Payment is typically made via invoice based on the engagement model and payment schedule outlined in your contract. Payment terms are net 30 days unless otherwise specified.

Pricing Changes

We may modify our standard engagement model pricing with reasonable notice. Price changes will not affect active engagements governed by existing service agreements but will apply to new engagements or renewals.

Refunds

Services rendered are non-refundable except as required by law or as explicitly stated in your service agreement. Any refund requests will be evaluated on a case-by-case basis in accordance with your contract terms.

6. Service Level Agreement (SLA)

We commit to a 99.9% uptime SLA for deployed agent solutions in production environments that we host and maintain, excluding scheduled maintenance windows (announced at least 48 hours in advance).

If we fail to meet this SLA, eligible customers may receive service credits as detailed in your service agreement. SLA credits are your sole remedy for service availability issues. The specific SLA terms, monitoring procedures, and credit calculations are defined in your individual engagement contract.

The SLA does not apply to: (a) outages caused by factors outside our control, including client infrastructure or third-party services, (b) issues arising from your use of the Services in violation of these Terms, (c) proof-of-concept or pilot deployments, or (d) solutions deployed on-premise or in client-managed infrastructure.

7. Warranties and Disclaimers

We warrant that our Services will perform substantially as described in our documentation under normal use. However, AI systems are probabilistic and may produce unexpected outputs.

EXCEPT AS EXPRESSLY STATED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that the Services will be error-free, uninterrupted, or free from harmful components. You acknowledge that AI-generated outputs may contain errors or biases and should be reviewed before production use.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGI DIALECT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, DATA LOSS, OR BUSINESS INTERRUPTION, ARISING FROM YOUR USE OR INABILITY TO USE THE SERVICES.

Our total liability for all claims related to the Services shall not exceed the amount you paid us in the 12 months preceding the claim, or $1,000 if no fees were paid.

Some jurisdictions do not allow the exclusion or limitation of liability for consequential damages, so the above limitations may not apply to you.

9. Indemnification

You agree to indemnify, defend, and hold harmless AGI Dialect, its affiliates, and their respective officers, directors, employees, and agents from any claims, losses, damages, liabilities, and expenses (including legal fees) arising from:

  • Your use of the Services
  • Your violation of these Terms
  • Your violation of any rights of third parties
  • Your Customer Data or content

10. Term and Termination

Engagement Term

Each service engagement is governed by the term specified in your service agreement or SOW. These general Terms remain in effect for the duration of any active engagement and continue to apply until all engagements are completed or terminated.

Termination by Client

You may terminate a service engagement in accordance with the terms specified in your service agreement. Termination procedures, notice periods, and any applicable fees or penalties are defined in your individual contract. Early termination may result in fees for work completed and committed resources.

Termination by Us

We may suspend or terminate service delivery immediately if you violate these Terms, fail to pay fees when due, or engage in fraudulent or harmful activity. We may also terminate an engagement with notice as specified in your service agreement.

Effect of Termination

Upon termination of an engagement: (a) service delivery for that engagement ceases, (b) you remain liable for all fees incurred up to the termination date, (c) we will handle Customer Data in accordance with your service agreement (typically retained for 90 days to allow retrieval, then securely deleted unless legally required to retain), and (d) any licenses granted for deployed solutions may be revoked unless otherwise specified in your contract.

11. Confidentiality

Both parties agree to maintain the confidentiality of any non-public information disclosed during the course of your use of the Services. This includes technical details, business information, and any data marked as confidential.

Confidential information does not include information that: (a) is publicly available, (b) was known prior to disclosure, (c) is independently developed, or (d) is lawfully received from a third party.

12. Dispute Resolution and Arbitration

Most disputes can be resolved through our support team. Please contact us at legal@agidialect.com to attempt informal resolution first.

For enterprise customers with custom agreements, dispute resolution procedures specified in those agreements will govern. For all other disputes, you agree to binding arbitration under the rules of the American Arbitration Association, with the arbitration held in New York, NY.

You waive any right to participate in class-action lawsuits or class-wide arbitration against AGI Dialect.

13. Governing Law

These Terms are governed by the laws of the State of New York, United States, without regard to conflict of law provisions. Any legal action must be brought in the state or federal courts located in New York County, New York, and you consent to the exclusive jurisdiction of those courts.

14. General Provisions

Entire Agreement

These Terms, together with our Privacy Policy and any additional agreements, constitute the entire agreement between you and AGI Dialect regarding the Services.

Modifications

We may update these Terms from time to time. Material changes will be communicated via email or platform notification at least 30 days before taking effect. Continued use after changes constitutes acceptance.

Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in full effect.

Assignment

You may not assign or transfer these Terms without our written consent. We may assign these Terms to any affiliate or in connection with a merger or sale of assets.

Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions.

15. Contact Information

For questions about these Terms or to report violations, please contact us:

Email: legal@agidialect.com

General Support: support@agidialect.com

Phone: +1 (570) 442-3600

Address: AGI Dialect, LLC., 447 Broadway, 2nd Floor, New York, NY 10013 United States

Questions about our Terms of Service?

Our legal team is available to clarify any terms or discuss enterprise agreements.

Contact Legal Team