Terms of Service

THESE TERMS OF SERVICE (the "Agreement") GOVERN YOUR ACCESS TO AND USE OF THE SERVICES PROVIDED BY AGENTWAVE ("Agentwave", "we", "us", or "our"). BY (A) PURCHASING A SUBSCRIPTION THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) SIGNING UP FOR A PAID PLAN, OR (C) CLICKING A BOX INDICATING ACCEPTANCE, YOU AGREE TO BE BOUND BY THESE TERMS.

If you are accepting this Agreement on behalf of a company or other legal entity ("Customer"), you represent and warrant that you have the authority to bind such entity to this Agreement. If you do not have such authority, or if you do not agree to these terms, you must not use the Services.

1. The Service

1.1 Description

Agentwave provides a cloud-based software service for customer engagement, sales automation, and AI-driven support (the "Service"). Any data, content, configurations, or customizations uploaded or submitted by the Customer are "User Submissions." Customers are solely responsible for their User Submissions.

The Service may include templates, documentation, or other resources provided by Agentwave ("Agentwave Content"). Customers do not receive rights to the underlying source code or software of the Service ("Software").

1.2 Subscription

Subject to this Agreement, Customers may purchase a subscription to access the Service as described in one or more order forms, checkout pages, or online dashboards referencing this Agreement ("Order(s)"). Each subscription is valid for the term defined in the Order ("Subscription Period"). Access is limited to authorized individuals designated by the Customer ("Users") and only for the Customer's internal business purposes.

1.3 Ownership

Agentwave owns all rights, title, and interest in the Service, Software, Agentwave Content, documentation, and related intellectual property ("Agentwave Materials"). No rights are granted to the Customer except as expressly provided herein.

1.4 Permissions

Customers may configure roles and permissions within the Service. Customers are fully responsible for setting and managing these permissions and accept liability for how their Users exercise them.

2. Restrictions

2.1 Customer Responsibilities

Customers are responsible for all activities under their accounts. Customers must ensure Users comply with this Agreement.

2.2 Prohibited Use

Customers agree not to:

  • Copy, modify, or create derivative works of the Service.
  • Reverse-engineer or attempt to access the source code.
  • Resell, rent, or sublicense the Service.
  • Use the Service for unlawful purposes or to compete with Agentwave.
  • Interfere with or disrupt the Service's integrity or security.

2.3 API Usage

If API access is provided, Agentwave may impose usage limits. Abuse of API access may result in suspension or termination.

3. Third-Party Services

The Service may integrate with third-party platforms (e.g., Google Analytics, Stripe, Meta). Customers are responsible for complying with the terms of such services. Agentwave is not liable for issues caused by third-party services.

4. Fees and Payments

4.1 Fees

All subscription fees ("Fees") are specified in the Order. Fees are non-refundable except as expressly stated in this Agreement.

4.2 Payment

Fees are billed via credit card, EFT, or other accepted methods through Agentwave or its payment processor. Customers must provide accurate billing details. Failed payments may result in suspension of access.

4.3 Taxes

Fees exclude taxes. Customers are responsible for applicable VAT, sales tax, or similar charges, except for taxes based on Agentwave's income.

4.4 Late Payment

Overdue balances may result in suspension of access. Disputes must be raised within 60 days of the billing date.

5. Term and Termination

5.1 Term

This Agreement remains effective for the duration of the Subscription Period and any renewals.

5.2 Termination

Either party may terminate this Agreement with written notice if the other party materially breaches and fails to cure within 30 days.

Agentwave may terminate accounts at any time with notice for violation of these terms.

5.3 Effect of Termination

Upon termination:

  • All rights granted to Customer will cease.
  • Customers remain liable for unpaid Fees.
  • Agentwave will delete Customer data within 30 days, unless required to retain it by law.

6. Warranties and Disclaimers

Customers represent that their use of the Service complies with applicable laws, including GDPR and POPIA.

THE SERVICE IS PROVIDED "AS IS." AGENTWAVE DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, AGENTWAVE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. DIRECT LIABILITY IS LIMITED TO THE FEES PAID BY CUSTOMER IN THE 12 MONTHS PRIOR TO THE CLAIM.

8. Confidentiality

Each party agrees to protect the other's confidential information with reasonable care and to use it only for purposes of this Agreement.

9. Data

User Information: Customers authorize Agentwave to store and process account details in accordance with its Privacy Policy.

User Submissions: Customers retain ownership but grant Agentwave a limited license to use submissions for the purpose of delivering the Service.

Service Data: Agentwave may collect anonymized performance data to improve the Service.

10. General

Publicity: With consent, Agentwave may reference Customer's name and logo in marketing.

Force Majeure: Neither party is liable for delays caused by events outside reasonable control.

Changes: Agentwave may update these Terms with at least 30 days' notice.

Independent Contractors: Nothing in this Agreement creates a partnership or joint venture.

Governing Law: This Agreement is governed by the laws of South Africa, with jurisdiction in Durban, KwaZulu-Natal (unless otherwise required by law).

Entire Agreement: This Agreement supersedes all prior agreements.