Terms of Service

1. Agreement and scope

These Terms of Service ("Terms") are between Agaro Technologies LLC ("Agaro," "we," "us") and the organization or person using the Services ("you"). You accept them by signing an order form that references them, by completing a checkout or account flow that presents them, or by using the Services. If you accept for an organization, you confirm you have authority to bind it.

A signed master agreement, order form or statement of work controls a conflict on its subject matter. A signed data processing agreement controls a conflict about personal information. Marketing pages, demos and roadmaps do not change an agreed order.

The Services are for business use. You must be at least 18 and able to enter a binding contract. Mandatory rights that cannot be excluded by contract are not affected.

3. Definitions

• Services: agaro.ai, Agaro ERP and its modules, AI agents, App Builder, Studio, connectors, API, MCP server, documentation and related support.
• Workspace: your organization's environment in Agaro ERP, with its records, users and settings.
• Customer Content: data, files, credentials, messages and other material you or your users submit to the Services, or that the Services retrieve for you from connected services.
• Output: content produced by an AI feature, including text, analysis, code, designs and proposed actions.
• Full user: a person with access to the ERP beyond their own employee self service.
• Order form: a signed order form, an accepted checkout, or another written agreement that sets the Services you buy, the fees and the term.

4. Accounts and workspaces

Keep account details accurate and credentials private, and use two factor authentication where it is available to you. Do not share a sign in between people. Tell us promptly at legal@agaro.ai if you suspect unauthorized access.

The organization that controls a workspace decides who is invited, what each person can see and do, which services are connected, and which agents or API keys exist. It is responsible for activity carried out with its credentials and for giving employees, customers and other people whose information it stores any notices the law requires. We may rely on instructions from its administrators.

If you are a consultant or service provider running a workspace for a client, you must have the client's authority, and you may not promise the client capabilities or commitments that Agaro has not agreed to in writing. We do not offer a reseller program.

Agaro staff can enter a workspace for support only after one of its Super Admins approves a request. Access lasts 24 hours unless revoked sooner, and every step is recorded in the workspace activity log.

5. Acceptable use

You must not, and must not let anyone using your workspace:

• Use the Services for anything unlawful, fraudulent, deceptive, harassing or infringing.
• Access another workspace or account, bypass permissions, rate limits or billing, or probe the Services for vulnerabilities without our written permission.
• Upload malware, overload or disrupt the Services, or scrape them in ways not offered through the API.
• Send spam or marketing without the consent or legal basis the law requires, or buy, rent or harvest email lists.
• Use AI features to create content that is illegal, sexually exploits minors, incites violence, or impersonates real people to deceive.
• Make fully automated decisions with legal or similarly significant effects on people, such as hiring, firing or pay, where the law requires human review.
• Store information that needs a special contract we have not signed with you, such as health information regulated by HIPAA or payment card numbers outside Stripe's checkout.
• Copy, reverse engineer or resell the Services, or use them to build a competing product, except where the law expressly allows it.

Model providers we route to have their own usage policies, and those apply to AI requests too. We may remove content or disable a feature that breaches this section.

6. Your content and data

You own your Customer Content. You give Agaro a limited license to host, copy, transmit, display and process it only to provide, secure and support the Services for you, to follow your instructions, and to comply with law. We do not use Customer Content to train general purpose AI models. As described in our Privacy Policy, AI prompts and answers may be reviewed in our analytics to improve Agaro unless you opt out in AI settings.

You are responsible for the accuracy and legality of Customer Content and for having the rights, notices and consents needed to put it into Agaro. For personal information in your workspace you are the controller and we act as your processor.

We may create aggregated usage statistics that do not identify you, your users or any individual, and use them to operate and improve the Services.

8. App Builder, Studio and published sites

App Builder and Studio let you create custom modules, websites, documents and slides, often with AI help. You are responsible for what you build and publish, including its content, its privacy notice and its compliance with law. Applications and sites you publish are operated by you, not by Agaro.

If you buy a domain through Agaro, it is registered through our registrar partner in the name and details you provide and is subject to the registrar's and registry's rules. Domain fees are separate, and refunds follow the registrar's rules. Keep your registrant details accurate.

9. Connectors, API and MCP

You decide whether to connect external services, and you must follow their terms and stay within the access they grant. You authorize Agaro to use the credentials you provide to exchange data and carry out requests you or your agents make. Those services are run by their providers, who may change availability, limits or prices. Disconnecting stops future access but does not reverse completed actions or delete data already exchanged.

API keys and MCP access act as a specific user and are limited to that user's permissions, your plan and published rate limits. Keep keys secret and revoke ones you no longer need. You may not use the API or MCP to get around controls that apply in the normal interface.

10. Marketing email and messaging

When you send marketing email, SMS or calls through Agaro, you are the sender. You must have a lawful basis or consent to contact each recipient, honor unsubscribes promptly, include accurate sender and postal address details, and follow laws such as CAN SPAM, the TCPA, GDPR and local telecommunications rules. We may pause sending that causes high bounce or complaint rates or that risks our sending reputation.

11. Accounting and payroll

Agaro supports your accounting, tax and payroll work; it does not replace your judgment or professional advice. Your organization remains responsible for its books, payroll inputs, wage and benefit payments, withholding, filings and approvals. Review calculations, account mappings, bank files and reports before you finalize, submit or pay.

Payroll calculations are built for the United States. Other countries, and specific state, local or sector rules, are covered only where we have said so in writing. A module name or an AI answer is not a statement that every legal requirement is met. Keep the payroll and accounting records the law requires you to keep.

12. Plans, fees and taxes

Browsing agaro.ai is free, and the website does not take payments. Paid Services are bought through an order form or an in product checkout, which sets the plan, quantities, start date and any pilot terms. Current list prices:

• Billing: monthly, in US dollars. Annual billing is not offered. There is no free plan.
• Employee accounts: on Essentials and Scale, the first 10 are free and each one after that is $4 per month, for employee self service such as payslips, time off and attendance. A person who needs wider access is a full user.
• Payroll: the first 10 people paid are included, then $4 per person per month.
• Usage add ons: AI credit top ups, marketing email packs and App Builder overage are charged as used or purchased, at the price shown in the checkout or order form. Unused email pack volume does not roll over.
• Third party charges: domains, your own model provider, and services you connect are billed by us or by those providers as stated when you buy.

AI credits are units of service usage, not money. They cannot be transferred or exchanged for cash, and do not unlock features outside your plan. Any expiry or rollover rule is the one shown when you buy.

Subscriptions renew each month and are charged to your payment method through Stripe until cancelled. You can cancel at any time. Cancellation takes effect as stated in your order form or checkout, and refunds follow your order form and mandatory law. We will give at least 30 days' notice before a price increase applies to an existing subscription. Fees are exclusive of taxes. You pay applicable sales, use, VAT and similar taxes, other than taxes on Agaro's net income.

Unless an order form says otherwise, invoices are due within 30 days. Overdue undisputed amounts may accrue interest at 1% per month or the highest lawful rate, whichever is lower. Tell us about a disputed charge promptly so we can look into it.

13. Availability and support

We work to keep the Services available and secure, and we may update, maintain or change them. These Terms include no uptime percentage, service credit, dedicated hosting, data residency choice, certification or guaranteed support response time. Any of those apply only if your order form states them. Support is by email at info@agaro.ai and through the product.

14. Intellectual property

Agaro and its licensors own the Services, software, documentation, designs and brands. While your subscription is active, we grant you a limited, non exclusive, non transferable right to use the Services for your internal business purposes under these Terms and your order form.

If you send feedback, we may use it to improve the Services without paying you. That does not give us ownership of your Customer Content or let us disclose your confidential information.

15. Confidentiality

Each party will protect the other's confidential information, including private Customer Content, with at least reasonable care, use it only for this relationship, and share it only with people and providers who need it and are bound by similar duties.

This does not cover information that is public through no fault of the receiving party, was already known without restriction, was independently developed, or was lawfully received from someone else. A party may disclose information when the law requires, giving notice first where lawful and practical.

16. Suspension

We may suspend access to all or part of the Services if an undisputed amount is more than 30 days overdue, if use breaches the acceptable use rules, or if we need to in order to prevent a security threat, harm to others or a legal violation. Where practical we will tell you first and give you a chance to fix the problem, and we will limit the suspension to what is needed. Urgent risks may require immediate action. Suspension does not delete your data.

17. Termination and data export

You may stop using the Services and cancel at any time. We may terminate for a material breach that is not fixed within 30 days of notice, immediately for serious or repeated breaches of the acceptable use rules, or with 30 days' notice if we stop offering the Services.

Cancelling or terminating does not by itself delete your workspace. Before and after your subscription ends you can export your data in CSV or JSON from Settings, and we will help with a reasonable export on request. You can request deletion of the workspace in Settings; it is completed after a 30 day window during which you can cancel the request. Copies in provider backups expire on their normal cycle, and we keep billing and legal records as the law requires. Our Privacy Policy has the details.

Amounts already due remain payable. Sections that by their nature should survive, including fees owed, intellectual property, confidentiality, disclaimers, liability, indemnification and disputes, survive termination.

18. Warranty disclaimer

Agaro will provide the Services with reasonable skill and care. Except for that commitment, any warranty expressly stated in your order form, and rights that cannot lawfully be excluded, the Services and Output are provided "as is" and "as available."

To the fullest extent the law allows, Agaro disclaims all other warranties, express, implied or statutory, including merchantability, fitness for a particular purpose, title and non infringement. We do not warrant that the Services will be uninterrupted or error free, that every defect will be fixed, or that Output is accurate or fit for any particular decision.

19. Limitation of liability

To the fullest extent the law allows, Agaro will not be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, data or business opportunity, even if told they were possible.

Agaro's total liability arising from or relating to these Terms and the Services will not exceed the greater of the fees you paid Agaro for the Services in the 12 months before the event giving rise to the claim, or US $1,000. A different cap expressly stated in a signed agreement controls for its subject matter.

These limits do not apply to liability that cannot be limited by law. Where a jurisdiction does not allow a particular limit, it applies only as far as that jurisdiction permits.

20. Indemnification

To the extent the law allows, you will defend and indemnify Agaro and its officers, employees and agents against third party claims arising from your Customer Content, your published apps and sites, your messaging, or your use of the Services in breach of these Terms or the law. This does not apply to the extent a claim is caused by Agaro's own breach, gross negligence or willful misconduct.

Agaro will give you prompt notice of the claim, let you control the defense and cooperate reasonably at your expense. You may not settle a claim in a way that admits fault for Agaro or imposes an obligation on Agaro without our consent.

21. Governing law and disputes

Unless a signed agreement or mandatory law says otherwise, these Terms are governed by the laws of the District of Columbia, United States, excluding its conflict of laws rules. Disputes will be resolved exclusively in the state or federal courts located in Washington, DC, and both parties consent to their jurisdiction and venue.

Before filing a claim, each party will first try in good faith to resolve the dispute by contacting the other in writing. Either party may seek urgent injunctive relief in any court with jurisdiction to protect its intellectual property or confidential information. Nothing here removes a mandatory right to bring a claim in another forum.

22. General terms

• Entire agreement: these Terms and your order forms are the whole agreement on their subject matter, with signed agreements taking priority as described in section 1.
• Changes: we may update these Terms by posting a new version with a new date. For material changes affecting an existing subscription we will give notice by email or in the product at least 30 days before they apply, unless a change is required sooner by law. Continuing to use the Services after that date means you accept the change; if you do not, you may cancel before it applies.
• Assignment: you may not assign these Terms without our written consent. We may assign them as part of a merger, reorganization or sale of our business.
• Severability and waiver: if a provision is unenforceable, it is limited only as far as needed and the rest continues. Not enforcing a provision is not a waiver.
• Events outside our control: neither party is responsible for delays caused by events beyond its reasonable control, other than payment obligations.
• Export and sanctions: you may not use the Services in violation of US export control or sanctions laws.
• Notices: send legal notices to legal@agaro.ai and our mailing address below. We send notices to your account owner or billing contact.

23. Contact