Subscription Agreement (Terms of Service)

If you have any questions about these Terms of Service, you can contact us at admin@amigo.ai (Last updated: 11/19/2024)

Introduction

Welcome to Amigo! This Amigo Subscription Agreement (these “Terms”) governs your access to and use of the Software and Services. If you agree to the Agreement on behalf of an entity, you represent that you are authorized to bind that entity; if you sign up for any Services without such authority, you agree that you are accepting the Agreement on your personal behalf.

1. Rights Regarding Software and Services

1.1 Scope of Your Rights
‍Subject to the terms and conditions of this Agreement, and your compliance therewith, you shall have the following rights, and no others:
  (a) to download, install, and use the Software without modifying it.
  (b) to monetize the Software by charging customers for access to it
Except as otherwise expressly provided in this Section, you may not:
  (a) modify the Software (or any copy or portion thereof).
  (b) create any connections to the Software other than those supplied with the Software.
  (c) make any more copies of the Software than are necessary for the use authorized by this Agreement.
  (d) modify, create derivative works of, reverse engineer, reverse compile, or disassemble the Software, or otherwise seek to ascertain any part of the source code of the Software or any other software provided to you by Amigo, except as approved in writing by Amigo.
  (e) create or attempt to create a product that will understand and interpret the communications and commands between Amigo’s products.
  (f) use, or modify, any source code (or any copy or portion thereof) provided by Amigo in any manner with any other software not provided by, and legally licensed from, Amigo, or to be used in any manner with any other such software.
  (g) use the Software in any manner to:
      (i) circumvent any technical or licensing restriction of Amigo.
      (ii) upload or otherwise transmit any material containing software viruses or other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any software or hardware.
      (iii) use the Software or any of its features to invade the privacy of any person or otherwise violate any law, including, but not limited to, by usage of GPS functionality, location/tracking services, or storing of users’ faces.

‍1.2 Grant of License by You
‍Subject to the other terms and conditions of this Agreement, you hereby grant Amigo a limited, non-sublicensable, non-transferable, non-exclusive, worldwide license to use Content (as defined in Section 10). Amigo shall have no right to sell, lease, rent, lend, transfer, or distribute the Content, or any rights therein. Except as provided in this Agreement, you reserve the right to discontinue offering the Content or to modify the Content at any time in its sole discretion.

You will make available to Amigo all information in your possession allowing Amigo to determine, monthly, the usage of the Software by providing true raw data from the date on which this Agreement becomes effective until its termination.

‍1.3 Modifications to the Services
‍You understand that we may modify, change and/or improve our Services. You agree that we may add or remove functionality or features, and that we may suspend or stop part of the Services altogether.

2. Confidentiality

2.1 Confidential Information defined
‍“Confidential Information” means information provided by a disclosing Party to a receiving Party that is in tangible form and is labeled “confidential,” and information that a receiving Party knows, or that a reasonable person in the position of the receiving Party should know, is confidential or proprietary to the disclosing Party.

The following information shall be considered Confidential Information, whether marked or identified as such or not:
  (a) license keys.
  (b) information regarding either party’s pricing, product roadmaps, and strategic marketing plans.
  (c) non-public materials relating to the Software or the Content.
  (d) the terms and conditions of this Agreement.

Each Party shall keep all Confidential Information it receives confidential using the same protections it applies to its own information of like importance, but in no event less than reasonable care, and may use such information solely for the purposes contemplated by this Agreement or as otherwise agreed in writing.

Confidential Information may be disclosed solely to employees, contractors, and consultants who have a legitimate need to know the Confidential Information and are bound to confidentiality restrictions that are at least substantially equivalent to this Section and who are not working on products or services that are competitive with Amigo’s or your (and respective affiliates’) products and services.

This Section does not apply to information that:
  (a) was rightfully in possession of the receiving Party before receipt from the disclosing Party;
  (b) is or becomes a matter of public knowledge through no fault of or breach of a legal duty by the receiving Party;
  (c) is rightfully received from a third party without a breach of a duty of confidentiality, or a breach of another legal duty;
  (d) is independently developed by the receiving Party without breach of any confidentiality obligations or other legal duties;
  (e) is disclosed by the receiving Party with the disclosing Party’s written approval; or
  (f) the recipient is required to disclose by applicable law or by a court order.

A Party may disclose the terms and conditions of this Agreement in confidence in connection with an actual or proposed merger, acquisition, or similar transaction.

The Parties acknowledge that a breach of this Section may cause harm to the disclosing Party for which monetary damages will be an inadequate remedy. Accordingly, the disclosing Party will be entitled to seek and obtain injunctive relief and any other legal or equitable remedy to restrain or remedy any breach or anticipated breach of this Section.

‍2.2 Non-use and non-disclosure obligations
‍The recipient will (a) use the other party’s Confidential Information only to exercise rights and fulfill obligations under the Agreement, and (b) use reasonable care to protect against unauthorized disclosure of the other party’s Confidential Information to any parties other than the recipient’s Delegates who need to know it and who have a legal obligation to keep it confidential. The recipient agrees to ensure that its Delegates are subject to the same or substantially similar non-disclosure and non-use obligations.

‍2.3 Permitted disclosure of Confidential Information
‍2.3.1 General
Regardless of any other provision in the Agreement, the recipient or its Affiliates may disclose the other party’s Confidential Information (a) in accordance with a Legal Process, subject to Section 2.3.2 (Legal Process notification); (b) with the other party’s written consent; or (c) in connection with performing its obligations and/or enforcing its rights under the Agreement.

2.3.2 Legal Process notification
If a receiving Party is required to disclose Confidential Information by applicable law or by a court order, the receiving Party shall promptly provide written notice of such requirement to the disclosing Party, so that the disclosing Party will have a reasonable opportunity to contest, or to attempt to limit the scope of, the required disclosure, at the sole expense of the disclosing Party. Notice is not required before disclosure if the recipient is legally prohibited from giving notice.

2.3.3 Opposition
The recipient and its Affiliates will comply, at the expense of the other party, with the other party’s reasonable requests to oppose disclosure of its Confidential Information pursuant to Legal Process.

2.3.4 Expenses of Production
If (a) you request that we, or (b) we are required by law or Legal Process in a proceeding or investigation to which we are not a named party to, produce documents or personnel as witnesses, or to otherwise make information relating to the Software or Services available to a third party, you agree to reimburse us for our professional time, at our then-current standard hourly rates, and expenses, including reasonable attorneys' fees and expenses, incurred in producing documents or personnel or providing information pursuant to such requests or requirements.

‍2.4 Injunctive Relief
‍The parties agree that a breach of the recipient’s confidentiality obligations in this Section 2 may cause irreparable damage, which money cannot satisfactorily remedy, and therefore the other party may seek injunctive relief for any threatened or actual breach of Section 2 without the need to prove damages or post a bond or other surety.

‍2.5 Third-Party Infrastructure
‍The Software and Services operate over the internet via networks only part of which are within our control. Our obligations in Section 2.2 apply only to networks and equipment within our control, and we are not responsible for any delay, loss, interception, or alteration of Content or other Confidential Information on a network or infrastructure outside of our control.

3. Fees and Payment

3.1 Fee Schedule
Subscription fees are prepaid before or at the start of the subscription period.‍

‍3.2 Fee and Scope Updates
‍From time to time, we may update our prices or change the scope of, or subscription model for, Software and Services. If we increase your subscription fees (and/or any related fees, such as usage-based fees) and/or materially change the scope of subscription Software or Services we provide to you, we will provide you with advance written notice of such increase or change at least 30 days prior to your next Renewal Period. If you do not terminate your subscription within such 30-day period, you agree that your continued use of the Software or Services constitutes your agreement to pay, and your authorization for us to collect payment from you in accordance with Section 3.3 of, such increased or updated fees.

‍3.3 Payment
‍You must keep a valid payment method on file with us to pay for all incurred and recurring fees. Amigo will charge applicable fees to any valid payment method that you authorize, and continue to charge the Authorized Payment Method for applicable fees until the Services are terminated, and any and all outstanding fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments will be in U.S. currency. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged.
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We may immediately suspend provision of any or all Software and Services if your account is past due with respect to the payment of fees or any other amounts owed by you to us. You agree to pay any fees for Software or Services owed by your Affiliates. Except to the extent expressly set forth in the Agreement, all payments are non-refundable and non-creditable. We reserve the right to request prepayment before starting the provision of any Software or Services. In the case of nonpayment of any amount due and owed under the Agreement, in addition to such unpaid amounts you will reimburse us for all costs and fees incurred to collect the unpaid amounts.
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You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Amigo's Software and Services. To the extent that Amigo charges these Taxes, they are calculated using the tax rates that apply based on the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Payment Method. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory of your exemption. If you are not charged Taxes by Amigo, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.

4. Term and Termination

4.1 Initial Term
‍This Agreement is effective on the date you sign your Order Form or you otherwise agree to these terms (for example, by clicking through an online agreement) ("Effective Date"). Your initial subscription term will begin at the subscription start date and continue, unless terminated earlier, for the initial period for which you have paid or owe subscription fees, or if you do not owe prepaid subscription fees then for the period set forth in your Order From or the completion of the Services described in your Order Form (the “Initial Term”).

‍4.2 Automatic Renewal
‍Upon the end of the Initial Term and any Renewal Term, your subscription for the respective Software and Services will automatically renew, without the need to execute a new Order Form or other agreement, for the same duration (a “Renewal Term”) as the immediately preceding term, unless you give us non-renewal notice or we give you notice to the email address associated with your account.

‍4.3 Termination; Withdrawal
‍Either party may terminate this Agreement without cause by providing the other party with a written notice of termination. Such termination shall become effective thirty (30) days after the receipt of the notice by the other party.

Upon the termination or expiration of this Agreement for any reason:
  (a) each party shall return or, at the disclosing party's request, destroy, all Confidential Information of the other party in its possession or control;
  (b) any rights or licenses granted under this Agreement shall immediately cease, except as expressly provided in this Agreement;
  (c) any sums owed by either party to the other up to the date of termination shall remain payable. If you are on an annual subscription plan and choose to cancel before the end of your subscription term, you agree to pay the remainder of the fees due for the full annual term.

Either party may terminate this Agreement upon written notice if the other party is in material breach of any provision of this Agreement, and, after receiving written notice of a material breach, fails to cure the breach within 7 days of receipt of such written notice of breach.

We may withdraw from providing any or all of the Services at any time by providing notice of termination of the Agreement or specific Services to you via the email address we have on file. For the avoidance of doubt, you agree that we will not be obligated to issue a refund if our withdrawal is caused by your breach of the Agreement, including your failure to pay any fees when due or to timely provide information, systems access or input that we have reasonably requested for the provision of the Services.

You may stop using the Services at any time without cause, however we will not be obligated to provide a refund of any prepaid subscription fees.

You agree that upon termination of this Agreement, you will immediately destroy all copies of all materials provided by Amigo, including, but not limited to the Software(s), SDK(s), application(s), and documentation, within your possession or control. You understand and acknowledge that you have the obligation to remove all Amigo material from all your and your Authorized Users’ computers or storage devices.

Amigo agrees that upon termination of this Agreement, we will immediately destroy all copies of all materials provided by you within Amigo’s possession or control.

5. Technology and Data

5.1 Our Software
‍To facilitate the provision of the Services, Amigo may provide your designated users (each, a “User”) with access to and use of our Software. You are responsible for: (a) the confidentiality of User access credentials that are in your possession or control; (b) setting up appropriate internal roles, permissions, policies and procedures for the safe and secure use of our Software, (c) your Users’ use of Our Software; and (d) your Users’ compliance with the Agreement, including our Acceptable Use Policy, and applicable laws. You must notify us promptly if you become aware, or reasonably suspect, that your account’s security has been compromised.

To efficiently provide the Software and Services, we use certain internal technologies and tools developed by or for us, such as integrations with Third-Party Services, software rules and other technologies (collectively, “Internal Software”). You agree to reasonably cooperate with us to enable us to use Internal Software in the provision of the Services and to refrain from interfering with the operation of Internal Software. If you obtain new, or make changes to, information technology systems or services that contain relevant data for the Software or Services, you agree to notify us promptly and reasonably cooperate with us to facilitate the efficient use of Internal Software.

‍5.2 Data Use
‍Amigo will use Content as described in the Agreement and/or in the Amigo Privacy Policy, as updated from time to time, and for the business purposes described therein. By subscribing to any Services, you expressly consent to such use.

5.3 Intellectual Property Rights
‍The Software and the Content are licensed, not sold. The Parties reserve all rights not granted herein.

The Parties understand and acknowledge that:

1. Amigo retains complete ownership of all rights under patent law, copyright law, trade secret law, and trademark law, and all other proprietary rights in and to the Amigo platform, including but not limited to the underlying technology, infrastructure, user interface, billing capabilities, reporting and analytics functionalities, and any other platform features ("Platform").
2. You retain complete ownership of all rights under patent law, copyright law, trade secret law, and trademark law, and all other proprietary rights in and to: a) Your Content; b) The AI digital representation created using your Content ("Digital Clone").

Subject to the limited rights expressly granted in the Agreement:

1. You grant Amigo and our subcontractors a limited license to use your Content to: a) Create and train the Digital Clone; b) Provide, protect and improve the Platform; c) Perform our rights and obligations under this Agreement.
2. Amigo grants your Users a non-exclusive license to: a) Access and use the Platform for the purpose of hosting and delivering your Digital Clone during the term of the Agreement; b) Use Platform features such as billing, analytics, and customization tools.

Neither party shall monetize any Intellectual Property owned by the other party without their express written consent. Any additional licensing arrangements must be laid out in a separate written agreement with terms mutually agreed upon by both parties.

Each party represents and warrants to the other that it has the authority, including any and all necessary consents, to grant the licenses above. All rights not expressly granted in this Agreement are reserved by their respective owners.
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5.4 Feedback
‍Amigo may collect data concerning the functionality and performance of the Software or Amigo products including, but not limited to, potential errors, bugs, and other improvements, along with any feedback, ideas, requests, recommendations or suggestions that you may provide about the Software or Services (collectively, “Feedback”). Amigo agrees to anonymize any personal information contained within the Feedback before any use, in compliance with applicable privacy laws and regulations. We may use this information without obligation to you, and you grant Amigo a non-exclusive, worldwide, perpetual, irrevocable license to use, reproduce, incorporate, disclose, and sublicense the Feedback to improve or enhance its products and for any other purpose.

6. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Amigo or you be liable for any lost profits or lost business opportunities, loss of use, business interruption, loss of data, or any other indirect, special, incidental, or consequential damages based on, relating to, or arising out of this agreement or the performance, non-performance, or breach of this agreement, under any theory of liability, whether based in contract, tort, negligence, product liability, or otherwise.  Each party’s total liability based on, relating to, or arising out of this agreement or the performance, non-performance, or breach of this agreement, under any theory of liability, whether based in contract, tort, negligence, product liability, or otherwise, will not, in any event, exceed the amount actually received by the party pursuant to this agreement.

7. Indemnification

You shall defend, indemnify and hold harmless the Provider Entities and their employees, officers, directors, consultants, representatives and agents from and against all damages, losses, liabilities, claims, demands, actions, suits, judgments, settlements, costs and expenses, including all attorneys’ fees, that arise from or relate to: (a) your use of and/or our provision of the Software or Services (except to the extent arising directly from our willful misconduct or gross negligence), (b) your violation of the Agreement that injures any third party, (c) any content, information or materials provided by you, or (d) infringement by you, or any third party using your account or identity in the Software or Services, of any intellectual property or other right of any third party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to reasonably assist and cooperate with us in asserting any available defenses and/or defending any legal proceeding.

8. Relationship of the Parties

The relationship of the Parties is that of independent third parties. Nothing in this Agreement shall create, or be construed to create, a joint venture, or partnership, or a principal-agent, employer-employee, or franchisor-franchisee relationship between the Parties, and no Party shall hold itself out in any manner that would indicate the existence of any joint venture, partnership, principal-agent, employer-employee, or franchisor-franchisee relationship with the other Party. No Party has, and no Party has the right to represent that it has, any power, right, or authority to bind the other Party, or to assume or create any obligation or responsibility, express or implied, on behalf of the other Party or in the other Party’s name.

9. Miscellaneous

9.1 Updates to these Terms
‍You understand and agree that from time to time we may amend these terms. We will notify you of any material changes by promptly sending an email or posting a notice in the Services. By continuing to access or use the Services after such notice, you agree that you will be deemed to have agreed to be bound by the modified terms. Notwithstanding the foregoing, if the changes have a materially adverse impact on and are not acceptable to you, then you must notify us within 30 days after receiving notice of the change. If we cannot accommodate your objection, then the prior terms shall remain in force until the expiration of your then-current subscription period. Any renewed subscription will be governed by the then-current terms.

‍9.2 Severability
‍If one or more of the provisions contained in the Agreement is held invalid, illegal or unenforceable in any respect by any court of competent jurisdiction, such holding will not impair the validity, legality, or enforceability of the remaining provisions.

‍9.3 Assignment
‍You may not assign the Agreement, or your rights or obligations under it (including any claim or right to sue for damages under the Agreement), in whole or in part and any such assignment is void. We may freely assign the Agreement, or our rights and obligations under it, in whole or in part.

9.4 Entire agreement; Amendments
‍The Agreement constitutes the entire agreement between the parties with respect to its subject matter, and supersedes any and all prior and contemporaneous agreements, discussions, negotiations, and offers. The parties agree that any term or condition stated in a customer purchase order or in any other customer order documentation (excluding Order Forms) is void. You acknowledge that in entering into the Agreement you have not relied on and will have no rights or remedies in respect of any statement, representation, assurance or warranty other than as expressly set out in the Agreement. Except as specifically stated otherwise in the Agreement, any amendment must be in writing, expressly state that it is amending the Agreement, and must be signed by both parties.

‍9.5 Order of precedence; Interpretation
‍In the event of an express conflict between these terms and any Order Form, the Order Form shall take precedence and govern. Headings are for information purposes only. The Agreement shall not be interpreted against the drafter.

9.6 No Employment, Partnership, or Agency Relationship
‍Each party is an independent contractor, and except as expressly set forth in the Agreement neither party has any authority to act on behalf of the other. Neither party will represent itself as agent, servant, franchisee, joint venturer, joint employer or legal partner of the other. You agree not to represent our personnel as, or request that our personnel act as, an employee, officer, agent or other representative of your entity. We are entering into the Agreement as principal and not as agent for any Affiliate, and claims under the Agreement may be brought only against us and not against any of our Affiliates.

‍9.7 No Publicity
‍Neither party shall make any public statement about the Agreement or the relationship of the parties governed by the Agreement that identifies the other party without the other party’s prior written consent, except that while you are a customer, we may use your name and logo in customer lists on an equal footing with other customers.

9.8 Compliance
‍Our Software, Services, and derivatives thereof may be subject to U.S. and foreign export laws and regulations. Each party represents and warrants that it is not on any U.S. government denied-party list. You will not permit any User to access or use our Software in Russia or in a U.S.-embargoed country or region (which includes the Crimea region, Donetsk People’s Republic (DNR), Luhansk People’s Republic (LNR) of Ukraine, North Korea, Iran, Cuba, and the Syrian Arab Republic) or in violation of any U.S. export law or regulation.

We do not represent or warrant that the Services or Software comply with the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA"). You must notify us of any HIPAA compliance requirements prior to entering into the Agreement, or within 30 days of any HIPAA compliance requirements becoming applicable to you and/or us.

‍9.9 Unfair Competition
‍You may not use the Software, Services, or any materials provided by us to build a competitive product or service or to benchmark with a product or service not provided by us.

‍9.10 Force Majeure
‍Notwithstanding any provision contained in the Agreement, neither party will be liable to the other to the extent performance of any obligations (other than the payment of money) under the Agreement is delayed or prevented by an act of God (e.g., a natural disaster, earthquake, accident or epidemic) or another event outside of reasonable control of the party seeking excuse of performance (e.g., acts of war, terrorism, government authority or by another third party outside the party’s control).

‍9.11 Typographical errors
‍In the event a Service is listed at an incorrect price due to a typographical error or error in pricing information received from our partners or suppliers, we will have the right to refuse or cancel any Order Form at the incorrect price. In such an event, if you have already paid the incorrect price, we will promptly refund your payment.

‍9.12 Notices
‍Notices to either party must be in writing and delivered by email addressed as provided below:

‍Amigo:
‍Ali Khokhar: ali@amigo.ai

‍You:
‍We will communicate with you via the email associated with your account with us. It is your responsibility to keep your email address up to date so that you are able to receive electronic communications from us.

10. Definitions

“Content” means all books (written or audio), e-books (including PDFs), documents, training materials, training videos, transcripts, and frameworks that you have ownership rights to and provide to Amigo for the purpose of the creation of the Digital Clone.

‍“Feedback” means all data collected by Amigo concerning the functionality and performance of the Software or Amigo products including, but not limited to, potential errors, bugs, and other improvements, along with any feedback, ideas, requests, recommendations or suggestions that you may provide about the Software or Services.

‍“Order Form” means (i) the ordering document or website page that links to these terms, and (ii) any other ordering document or workflow provided by us or on our behalf for ordering Software or Services. Order Form expressly excludes any terms in your purchase order or other similar document provided by you in the ordering process.

‍“Software” means an Artificial Intelligence (AI)-powered Digital Clone that leverages your Content, in addition to supporting technology. Includes access to the Amigo platform where the Digital Clone will be hosted with features such as (but not limited to): billing capabilities, reporting and analytics, clone personalization, and more. Also includes Amigo’s website(s), cloud software services, software tools, automated forms and other technologies developed by or for us.

‍“Services” means support services provided to you by Amigo or on Amigo’s behalf. Unless the context clearly indicates otherwise, “Services” includes our Software.

"User" means an individual end recipient of services delivered through Amigo's Software or Services (for example, an employee or client). Any reference made to "Seats" corresponds to "Users" unless otherwise stated.

‍“We”, “us”, “our” and “Amigo” means Amigo Inc. or an Affiliate thereof.

‍“You” and “your” means the person or entity listed as customer on an Order Form or, if no such person is listed, then the person or entity who accepts the Agreement when ordering Services. “You” shall include your Affiliates only with our prior written consent or if we knowingly and affirmatively provide Services to such Affiliates, and in such case the person or entity named on the Order Form represents that such person or entity is authorized to, and does, (a) bind your included Affiliates to the Agreement and (b) provide on behalf of your Affiliates all consents required by the Agreement. The named person or entity and all permitted and included Affiliates of yours shall be parties to the Agreement and shall be jointly and severally liable under the Agreement.

Please send any feedback, comments, or requests to admin@amigo.ai.