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DRAFT FOR ATTORNEY REVIEW. NOT LEGAL ADVICE. NOT YET IN EFFECT. Version: [VERSION, e.g. 0.1-draft] | Effective date: [EFFECTIVE DATE]

Terms of Service

These Terms of Service ("Terms") are a contract between you and AgentX, LLC, a New Jersey limited liability company with its principal office at [ADDRESS] ("AgentX", "we", "us"). They govern your use of smallbusinessactivation.com and the products sold there (the "Service"). By creating an account, clicking to accept, or using the Service, you agree to these Terms.

Please read Section 15 (Arbitration and Class Action Waiver) carefully. It affects your legal rights, including your right to go to court. You may opt out within 30 days.

1. The Service

The Service lets you generate and buy:

  • an AI-generated activation website, in three tiers (Low, Medium, High), with optional expedited delivery and extra edit rounds;
  • an AI-generated launch video (30 seconds, 1 minute or 2 minutes);
  • optional domain registration and website hosting.

High-touch and physical activation services are a separate product offered by AgentX through agentxpartners.com and are not covered by these Terms unless we say so in writing.

Current prices, turnaround times and what each tier includes are shown on the site before you pay. Prices are in US dollars.

2. Eligibility

  • You must be at least 18 years old.
  • You must use the Service for a business or professional purpose, not as a consumer for personal, family or household use. By accepting these Terms you confirm that you are doing so.
  • If you accept on behalf of a company or other entity, you confirm that you have authority to bind it.
  • You must not be barred from receiving the Service under applicable law.

3. Your account

  • You sign in with an email link or with Google. We do not store passwords.
  • Provide accurate information and keep your sign-in method secure. You are responsible for activity under your account.
  • One person or business may hold one account. We identify accounts by a normalized form of your email address, so variations of the same address (for example, added "+tags" or dots in a Gmail address) refer to the same account.
  • Free video and previews. Each account receives one free watermarked video (up to 30 seconds). Free previews are limited: a project keeps at most one live preview, generating a new preview replaces and deletes the previous one, and each account has a limited number of preview generations as shown in the product. We may also limit free items by IP address, device or business domain.
  • Abuse. You must not create multiple accounts, use disposable email addresses, automate requests or otherwise try to get around free-item or preview limits. We may refuse, cancel or revoke free items and suspend or close accounts that do.

4. Prohibited data: no personal, health or regulated data

The Service is not designed for sensitive data. You must not submit, upload or enter:

  • protected health information (PHI) or any data regulated by HIPAA;
  • government identifiers, financial account numbers, payment card numbers, passwords or credentials;
  • sensitive personal data about other people (for example medical, biometric, precise location, or children's data);
  • any other personal information beyond ordinary business contact details that you intend to publish on your own site.

We are not a HIPAA business associate and will not sign a business associate agreement. If you submit prohibited data we may delete it and suspend your account.

5. No real people in submitted photos or video

You must not upload or submit photos or video that show real people, including faces. Our systems screen uploads, and we may reject any file that appears to show a real person. Logos, products, places and photos without people are allowed. Any people who appear in videos we produce are AI-generated.

6. Your content and your output

Your inputs. "Inputs" means what you give us: intake answers, text, logos, photos and other uploads. You keep ownership of your inputs. You promise that you have the rights needed to submit them, that they do not infringe or violate anyone's rights, and that they comply with our Acceptable Use Policy.

Output and ownership. "Output" means the websites, site files, videos, and other media we produce for you through the Service. When you purchase Output, you fully own it, and you are licensed to use it for any lawful purpose. AgentX keeps no ownership or other rights in purchased Output, except the limited operational license below.

Limited operational license. You grant AgentX a limited, non-exclusive, non-transferable license to host, store, display, render, process and deliver your Inputs and Output, only as needed to operate the Service for you. This license ends when you delete the content or your account (subject to the short purge period in our Privacy Policy).

No training. We do not use your Inputs or Output to train AI models, and we do not permit our AI vendors to do so. See the Privacy Policy.

Optional badge. Delivered sites may include an optional "Powered by AgentX" badge linking to agentxpartners.com. [ATTORNEY/BUSINESS: CONFIRM WHETHER THE BADGE IS FREE TO REMOVE OR A PAID OPTION.]

Third-party rights. Output is generated by AI and may resemble existing material. See Section 7.

7. AI-generated content

  • Output is created by artificial intelligence. It may contain errors, inaccuracies, unintended similarities to other works, or content you find unsuitable. Please see our AI Content Notice (ai-content).
  • You are responsible for reviewing Output before you publish or use it, and for how you use it, including legal, regulatory and advertising compliance for your business and industry.
  • We do not guarantee that Output is unique, accurate, complete, or free of third-party rights, or that it will achieve any business result.
  • AgentX is not responsible for accidentally offensive Output. If you find offensive or inappropriate material in Output, use the "Report a problem" option or contact support@smallbusinessactivation.com. Your remedy is that we will fix it (a free regeneration or correction) or refund the affected purchase, as set out in the Refund Policy.

8. Watermarked previews

Previews and free videos are watermarked and are provided for evaluation only. You may not use, publish, distribute, advertise with, or monetize watermarked previews or free watermarked videos commercially, and you may not remove or obscure a watermark. Commercial rights in a video begin only when you purchase it and receive the clean version.

9. Orders, payments, domains, hosting and refunds

Orders are governed by these Terms and by the policies below, which are part of these Terms (Section 17):

  • Payments and Billing (payments.md)
  • Refund Policy (refunds.md)
  • Domain Registration Terms (domains.md)
  • Hosting Terms (hosting.md)

The turnaround clock for a site begins when your payment is confirmed. If we miss an expedited delivery time, we automatically refund the expedite fee as described in the Refund Policy.

10. Acceptable use

You must follow our Acceptable Use Policy (acceptable-use.md). We may remove content, reject uploads, and suspend or terminate accounts that violate it.

11. Intellectual property complaints

If you believe content on a site we host infringes your copyright, send a notice to our designated agent at [DMCA AGENT NAME AND CONTACT] including the information required by 17 U.S.C. 512(c)(3). We may remove or disable access to the material and terminate repeat infringers. [ATTORNEY: CONFIRM DMCA AGENT REGISTRATION WITH THE U.S. COPYRIGHT OFFICE.]

12. Our property

The Service, our software, templates, starter kits, prompts, brand and documentation belong to AgentX or its licensors. Except for your Inputs and Output, we grant you only a limited right to use the Service during your account's life, and you may not copy, reverse engineer or resell the Service.

13. Disclaimer of warranties

THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT PERMITTED BY LAW, AGENTX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT OUTPUT WILL MEET YOUR REQUIREMENTS. [ATTORNEY: CONFIRM THIS DISCLAIMER IS APPROPRIATE FOR EACH STATE WHERE YOU SELL, AND IF A SPECIFIC STATE LIMITS IT, DRAFT STATE-SPECIFIC LANGUAGE NAMING THAT STATE RATHER THAN GENERAL "WHERE PROHIBITED" LANGUAGE.]

Nothing in these Terms excludes any warranty or right that cannot lawfully be excluded.

14. Limitation of liability and indemnity

Limitation. TO THE FULLEST EXTENT PERMITTED BY LAW, AGENTX AND ITS OFFICERS, EMPLOYEES, CONTRACTORS AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, ARISING OUT OF OR RELATED TO THE SERVICE OR THESE TERMS, EVEN IF ADVISED OF THEIR POSSIBILITY. OUR TOTAL LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID US FOR THE ORDER GIVING RISE TO THE CLAIM IN THE 12 MONTHS BEFORE THE CLAIM AND (B) [US$ AMOUNT, e.g. 100].

Exceptions. These limits do not apply to liability that cannot be limited by law, such as for fraud, or [ATTORNEY: LIST ANY SPECIFIC CARVE-OUTS, e.g. GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, AND ANY NEW JERSEY-SPECIFIC LIMITS].

Indemnity. You will defend, indemnify and hold harmless AgentX and its personnel from claims, damages, losses and expenses (including reasonable attorneys' fees) arising from: (a) your Inputs; (b) your use of Output, including publishing it; (c) your violation of these Terms or the Acceptable Use Policy; or (d) your violation of any law or third-party right. We will tell you promptly about any claim and let you control its defense, but we may take part with our own counsel at our own cost. You may not settle a claim in a way that admits fault by AgentX without our written consent.

15. Arbitration and class action waiver

15.1 Agreement to arbitrate. Except as stated in Section 15.5, you and AgentX agree to resolve any dispute, claim or controversy arising out of or relating to these Terms or the Service, including its formation, scope or enforceability ("Dispute"), by final and binding individual arbitration, not in court, and not before a jury.

15.2 Rules and process. The arbitration will be administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules [ATTORNEY: CONFIRM COMMERCIAL VS. CONSUMER RULES GIVEN BUSINESS-USE ELIGIBILITY, SEE README], as modified by this Section. The Federal Arbitration Act governs this Section. Either party may start arbitration by sending a written notice of Dispute to the other, and the parties will try in good faith to resolve it informally for 30 days first. Arbitration may be conducted by video or telephone, or on written submissions, unless the arbitrator decides an in-person hearing is needed, in which case it will be held in [NEW JERSEY COUNTY] or another place the parties agree. The arbitrator may award the same individual relief a court could, and the award may be entered in any court with jurisdiction. [ATTORNEY: ADD FEE-ALLOCATION TERMS, E.G. WHO PAYS AAA FILING FEES, AND ANY PROVISIONS NEEDED FOR ENFORCEABILITY.]

15.3 Individual claims only; class action waiver. Disputes will be brought only in your or our individual capacity, not as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate claims or preside over any class or representative proceeding. If this waiver is found unenforceable as to a claim, that claim will be decided in court under Section 16, not in arbitration, and the rest of this Section remains in force.

15.4 30-day opt-out. You may opt out of this Section 15 by sending written notice to [LEGAL EMAIL] (subject line: "Arbitration Opt-Out"), within 30 days after you first accept these Terms. Your notice must include your name, the email address on your account and a clear statement that you opt out. Opting out does not affect any other part of these Terms.

15.5 Exceptions. Either party may (a) bring an individual claim in small-claims court in [NEW JERSEY COUNTY OR ANY COURT OF PROPER VENUE] if it qualifies, and (b) seek injunctive or other equitable relief in court to protect its intellectual property rights or to stop unauthorized use of the Service.

15.6 Changes. If we change this Section 15 in the future, the change will apply only to Disputes arising after the change, and you may opt out of the change within 30 days of notice. [ATTORNEY: CONFIRM.]

16. Governing law and venue

These Terms and any Dispute are governed by the laws of the State of New Jersey and applicable federal law, without regard to conflict-of-laws rules. For any Dispute that is not subject to arbitration (including those under Section 15.3 or 15.5), you and AgentX consent to the exclusive jurisdiction and venue of the state and federal courts located in [NEW JERSEY COUNTY], New Jersey. [ATTORNEY: CONFIRM VENUE CLAUSE ENFORCEABILITY FOR OUT-OF-STATE BUYERS.]

17. Other policies incorporated

The following are incorporated into these Terms by reference and form part of your agreement with us:

  • Privacy Policy (privacy.md)
  • Cookie Policy (cookies.md)
  • Acceptable Use Policy (acceptable-use.md)
  • Refund Policy (refunds.md)
  • Domain Registration Terms (domains.md), including the registry and registrar policies referenced there
  • Hosting Terms (hosting.md)
  • Payments and Billing Terms (payments.md)
  • AI Content Notice (ai-content.md)

If there is a conflict, the more specific policy controls for its subject (for example, the Refund Policy for refunds), and otherwise these Terms control.

18. Termination

  • You may stop using the Service and delete your content and account at any time from your dashboard. Deleting your account does not by itself refund amounts already paid, and does not cancel domain registrations you own (we will show you how to transfer a domain out first).
  • We may suspend or terminate your account or access, with notice where practical, if you breach these Terms, if we must for legal reasons, or if your use puts the Service or others at risk. If we terminate your account without cause, we will refund prepaid amounts for services we did not deliver.
  • Sections that by their nature should survive termination (including ownership of purchased Output as stated in Section 6, disclaimers, liability limits, indemnity, arbitration, governing law) survive.

19. Changes to these Terms

We may update these Terms. We will post the new version with a new effective date and, for material changes, notify you by email or in the product at least [30] days before they take effect, unless the change is required sooner by law. Continued use after the effective date means you accept the update. If you do not agree, you may stop using the Service and delete your account. Changes do not apply retroactively to Disputes already begun. [ATTORNEY: CONFIRM CHANGE-OF-TERMS MECHANISM.]

20. General

These Terms, with the incorporated policies, are the entire agreement between you and AgentX about the Service. If a provision is unenforceable, the rest remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition or sale of assets. We are not liable for delays caused by events beyond our reasonable control. [ATTORNEY: ADD NEW JERSEY-SPECIFIC SEVERABILITY STATEMENT REGARDING TCCWNA, SEE README.]

21. Contact

  • AgentX, LLC, a New Jersey limited liability company
  • Address: [ADDRESS]
  • Phone: (551) 365-4307
  • Legal notices and arbitration opt-outs: [LEGAL EMAIL]
  • Support, data requests and "Report a problem": support@smallbusinessactivation.com