PLEASE READ THESE TERMS OF USE CAREFULLY. THEY CONTAIN A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SECTION 14) THAT AFFECT YOUR LEGAL RIGHTS.
1. Acceptance of These Terms
These Terms of Use (these "Terms") are a binding agreement between you and Native Agents, LLC, a Wyoming limited liability company ("Native Agents," "we," "us," or "our"), governing your access to and use of the website located at nativeagents.ai, our client platform and console, and any related pages, content, tools, and services we make available (collectively, the "Site"). By accessing or using the Site, you accept these Terms. If you do not agree to these Terms, do not use the Site.
If you use the Site on behalf of a company or other organization, you represent that you have authority to bind that organization, and "you" refers to both you and the organization.
2. Relationship to Signed Agreements
If you or your organization has entered into a separate written agreement with Native Agents — such as a Master Services Agreement, Order Form, Demand Partner Agreement, or data processing addendum (each, a "Signed Agreement") — the Signed Agreement governs the commercial relationship and the services it covers, and controls over these Terms to the extent of any conflict. These Terms continue to govern your general use of the Site to the extent not addressed by the Signed Agreement.
3. Eligibility
The Site is intended for business users. You must be at least 18 years old and capable of forming a binding contract to use the Site. The Site is offered from the United States and is intended for users located in the United States.
4. Accounts and Security
Certain features of the Site, including the client console, require an account. You agree to: (i) provide accurate, current, and complete registration information and keep it updated; (ii) maintain the confidentiality of your credentials and not share your account or password with any other person; (iii) use the account only for your organization's authorized business purposes; and (iv) notify us immediately at privacy@nativeagents.ai of any unauthorized access to or use of your account. You are responsible for all activity occurring under your account. We may suspend or terminate accounts as described in Section 12. Your organization's administrators may manage and access accounts established for its personnel.
5. Intellectual Property; Limited License
The Site — including all software, platforms, interfaces, designs, text, graphics, logos, data compilations, documentation, and other content, and all associated intellectual property rights — is owned by Native Agents or its licensors and is protected by United States and international intellectual property laws. "Native Agents" and our logos are trademarks of Native Agents, LLC. Nothing in these Terms transfers any ownership rights to you.
Subject to these Terms, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Site for your internal business purposes. Any rights not expressly granted are reserved. We may modify, suspend, or discontinue any part of the Site at any time.
If you provide us suggestions, ideas, or other feedback about the Site or our services, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or compensation.
6. Acceptable Use
You agree that you will not, and will not permit or assist any third party to:
- copy, modify, translate, or create derivative works of the Site or any part of it;
- reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of any software comprising the Site, except to the extent such restriction is prohibited by law;
- scrape, crawl, harvest, or extract data from the Site, or use any robot, spider, or other automated means to access the Site, including for the purpose of training machine-learning or artificial-intelligence models, without our prior written consent;
- rent, lease, lend, sell, sublicense, distribute, or otherwise make the Site available to any third party, or use the Site on a service-bureau basis;
- circumvent, disable, or interfere with any security or access-control feature of the Site, or probe, scan, or test the vulnerability of the Site without authorization;
- upload, transmit, or introduce any virus, malware, or other malicious or harmful code, or any content that is unlawful, infringing, defamatory, or deceptive;
- interfere with or disrupt the operation of the Site or impose an unreasonable load on our infrastructure;
- misrepresent your identity or affiliation, impersonate any person or entity, or access another user's account without authorization;
- publish or disclose any performance data or benchmarks regarding the Site without our prior written consent; or
- use the Site in violation of any applicable law or regulation, or for any purpose other than as expressly permitted by these Terms.
7. Privacy
Our collection and use of personal information in connection with the Site is described in our Website and Corporate Privacy Policy at nativeagents.ai/privacy/website-privacy-policy. Our advertising technology platform's data practices are described in our Advertising Technology Platform Privacy Policy, and consumer opt-out tools are available at nativeagents.ai/privacy-choices.
8. Third-Party Materials
The Site may contain links to, or content from, third-party websites and services. We do not control and are not responsible for third-party websites, services, or content, and linking does not imply endorsement. Your use of third-party websites and services is at your own risk and subject to their terms.
9. Copyright Complaints (DMCA)
We respect intellectual property rights. If you believe material on the Site infringes your copyright, send a notice complying with the Digital Millennium Copyright Act, 17 U.S.C. § 512, to our designated agent: Native Agents, LLC, Attn: Legal — DMCA, 30 N Gould St, Ste N, Sheridan, WY 82801; email: privacy@nativeagents.ai. Your notice must include: identification of the copyrighted work and the allegedly infringing material; your contact information; a statement of good-faith belief that the use is unauthorized; a statement, under penalty of perjury, that the notice is accurate and you are authorized to act for the copyright owner; and your physical or electronic signature. We may remove material alleged to be infringing and may terminate repeat infringers.
10. Disclaimers
THE SITE AND ALL CONTENT AND MATERIALS MADE AVAILABLE THROUGH IT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY CONTENT IS ACCURATE, COMPLETE, OR CURRENT. NOTHING ON THE SITE CONSTITUTES LEGAL, FINANCIAL, OR PROFESSIONAL ADVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS SECTION DOES NOT MODIFY ANY WARRANTY EXPRESSLY SET FORTH IN A SIGNED AGREEMENT.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) IN NO EVENT WILL NATIVE AGENTS OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE TERMS OR THE USE OF OR INABILITY TO USE THE SITE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY; AND (B) THE AGGREGATE LIABILITY OF NATIVE AGENTS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US $100). THE FOREGOING LIMITATIONS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW AND DO NOT MODIFY ANY LIABILITY TERMS SET FORTH IN A SIGNED AGREEMENT WITH RESPECT TO THE SERVICES IT COVERS. THE LIMITATIONS IN THIS SECTION ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
12. Suspension and Termination
We may suspend or terminate your access to the Site (including any account) at any time, with or without notice, if we believe you have violated these Terms, if required by law, or to protect the Site, our business, or other users. You may stop using the Site at any time; if you wish to close an account, contact privacy@nativeagents.ai (account closure under a Signed Agreement is governed by that agreement). Sections 5 (as to our ownership), 6, and 9 through 16 survive any termination.
13. Indemnification
To the maximum extent permitted by law, you agree to defend, indemnify, and hold harmless Native Agents and its members, managers, officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) your use or misuse of the Site; (ii) your violation of these Terms; (iii) your violation of any law or the rights of any third party; or (iv) content or materials you submit through the Site.
14. Governing Law; Dispute Resolution; Arbitration; Class Action Waiver
Governing law. These Terms and any dispute arising out of or relating to them or the Site are governed by the laws of the State of New York, without regard to its conflict-of-laws principles.
Informal resolution. Before initiating arbitration, you and Native Agents agree to attempt in good faith to resolve any dispute informally: send a written description of the dispute to privacy@nativeagents.ai (or, if from us, to the contact information associated with your account), and the parties will confer within 30 days. Most concerns can be resolved this way.
Binding arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Site that is not resolved informally will be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures (or, where applicable to a consumer, its Streamlined Rules and consumer minimum standards) before a single arbitrator. The seat of arbitration will be New York, New York; provided that any hearing may be conducted by videoconference, and if you are an individual consumer any in-person hearing will take place in a location reasonably convenient to you. The Federal Arbitration Act governs the interpretation and enforcement of this Section. Judgment on the award may be entered in any court of competent jurisdiction.
Class action waiver. ALL PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF MORE THAN ONE PARTY AND MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF. If this class action waiver is found unenforceable as to a particular claim, that claim (and only that claim) must proceed in court, and the remainder of this Section remains in effect.
Carve-outs. Either party may (i) bring an individual claim in small claims court, and (ii) seek temporary or preliminary injunctive or other equitable relief in the state or federal courts located in New York County, New York, to protect its intellectual property, confidential information, or the security of the Site, and each party consents to the exclusive jurisdiction and venue of those courts for such actions and for any claim properly proceeding in court.
Jury waiver. TO THE EXTENT ANY CLAIM PROCEEDS IN COURT, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY.
Time limit. To the extent permitted by law, any claim arising out of or relating to these Terms or the Site must be filed within one year after the claim accrues, or it is permanently barred.
15. Changes to the Site and These Terms
We may revise these Terms from time to time. The "Last Updated" date above indicates when these Terms were last revised. Material changes will be indicated by updating that date and, where appropriate, by additional notice on the Site or to your account contact. Changes apply prospectively; your continued use of the Site after the effective date of revised Terms constitutes acceptance of them. If you do not agree to revised Terms, discontinue use of the Site.
16. General
These Terms, together with the policies referenced in them and any Signed Agreement, constitute the entire agreement between you and Native Agents regarding the Site and supersede all prior understandings on that subject. If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision will be modified to the minimum extent necessary to make it enforceable. Our failure to enforce any provision is not a waiver of it. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets. Nothing in these Terms creates any partnership, joint venture, agency, or employment relationship. Notices to us must be sent to Native Agents, LLC, Attn: Legal, 30 N Gould St, Ste N, Sheridan, WY 82801, or privacy@nativeagents.ai; we may provide notices to you via the Site or the contact information associated with your account.
17. Contact
Questions about these Terms may be directed to privacy@nativeagents.ai.