These terms and conditions (“Terms”) govern your membership and use of agentcollab.ai, a product described on our Website here: https://www.agentcollab.ai (“Subscription”). Your Subscription is for the tiered package as selected by you and agreed between us by means of the Website (“Subscription Tier”).
By clicking the tick box below, paying for your Subscription, or otherwise accepting the benefit of any part of the Solution, you agree to be bound by these Terms which form a binding contractual agreement between you or the company you represent (the “Client”, or “you”) and Change Interaction Company Limited, a company established under the laws of Vietnam, trading as agentcollab.ai (“agentcollab.ai”, “our”, “we” or “us”). You represent and warrant that you have valid authority to enter into these Terms on behalf of any entity you may represent.
We may change these Terms at any time by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended.
In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.
Please read these terms and conditions carefully before agreeing to proceed with your Subscription.
1. THE SOLUTION
1.1 Order
(a) By submitting an order for the purchase of a Subscription on the Website, or by responding to a quote from us, indicating that you would like us to provide any goods, software or services to you, including Additional Services (Order), you represent and warrant that:
(i) you have the legal capacity and are of sufficient age to enter into a binding contract with us; and
(ii) you are authorised to use the debit or credit card or payment method you provide with your Order.
(b) Submitting or agreeing to an Order constitutes your intention and offer to enter into these Terms.
1.2 Your Subscription and the Solution
(a) (The Solution) The Solution includes the Software, the Hosted Services, the Support Services and any agreed Additional Services, to the extent described in your Subscription Tier.
(b) (Scope of Subscription) Your Subscription includes the benefits and limitations of your Subscription Tier as set out on our Website and in your Order (as may be amended from time to time by notice to you).
(c) (Term of Subscription) Your Subscription will commence on the date we make the Solution available to you (subject to you paying our Fees), and will continue for the Subscription Period, unless terminated earlier in accordance with these Terms.
1.3 Accounts
(a) (Accounts) To submit an Order or to use the Solution, you may be required to sign up, register and receive an account through the Website (an Account).
(b) (Provide Information) As part of the Account registration process and as part of your continued use of the Website, you may be required to provide personal information and details, such as your email address, name, preferred username, a secure password, billing address, and other information as determined by us.
(c) (Warranty) You warrant that any information you give to us in the course of completing the Account registration process will always be accurate, honest, correct and up-to-date.
(d) (Acceptance) Once you complete the Account registration process, we may, in our absolute discretion, choose to accept you as a registered user within the Website and provide you with an Account.
(e) (Cancellation) We may, in our absolute discretion, suspend or cancel your Account for any reason, including for any failure by you to comply with these Terms.
1.4 The Software
(a) During the Subscription Period, we grant to you a non-exclusive, non-transferable licence to use the Software and Documentation for the Number of Solution Uses. If your Subscription Tier on the Website does not specify a Number of Solution Uses, your licence to use the Solution under this clause will be limited to one (1) use.
(b) We may from time to time, in our absolute discretion, release enhancements to the Software, where “Enhancements” means any upgraded, improved, modified or new versions of the Software. Any Enhancements to the Software will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime.
(c) We will provide the Software in accordance with all applicable Laws and industry standards.
2. SERVICES
2.1 Services
We will provide you with:
(a) Hosted Services and Support Services, as set out in the Order for your Subscription, or as agreed by us in writing from time to time; and
(b) Additional Services from time to time, as set out in any Order accepted by us (Additional Services).
2.2 Client Obligations
You agree to:
(a) provide us with all documentation, information and assistance reasonably required by us to perform the Services; and
(b) provide us with access to any third party or other accounts used by you (including log-in details and passwords or API keys), as is reasonably required by us to perform the Services.
2.3 Client Material
(a) You warrant that all information, documentation and other Material you provide to us for the purpose of receiving the Services is complete, accurate and up-to-date.
(b) You release us from all liability in relation to any loss or damage arising out of or in connection with the Services, to the extent such loss or damage is caused or contributed to by information, documentation or any other Material provided by you being incomplete, inaccurate or out-of-date.
2.4 Collection Notice and Privacy
(a) We collect personal information about you in the course of providing you with the Solution, to contact and communicate with you, to respond to your enquiries and for other purposes set out in our Privacy Policy.
(b) By agreeing to these Terms, you agree to be bound by our Privacy Policy, available at: https://www.agentcollab.ai/privacy-policy.
3. FEES AND PAYMENT
3.1 Fees
You agree to pay the Fees in the amounts, and at the times, set out in the relevant Order. Fees may consist of (i) Subscription Fees; (ii) Actions; and (iii) Vendor Credits, as described in your Subscription Tier or as otherwise agreed in writing. Fees may change from time to time and will be applied to the next full billing cycle following notification to you.
Subscriptions automatically renew each billing cycle unless cancelled in accordance with Section 4.
3.2 Subscription Fees & Credits
You must pay subscription fees to us in the amounts and at the times specified in your Order. Where your Subscription includes Actions or Vendor Credits (for third-party AI model usage), such credits are prepaid. Vendor Credits will remain valid indefinitely while you maintain an Active Subscription, but will immediately expire upon termination, cancellation, suspension, or deletion of your Account.
3.3 Late Payments
We reserve the right to suspend all or part of the Solution indefinitely if you fail to pay any Fees in accordance with this clause.
3.4 No Change of Mind Refunds
Our Fees are non-refundable for change of mind.
3.5 Taxes (VAT)
Unless otherwise indicated, the Fees do not include Value Added Tax (VAT) or other applicable taxes. In relation to any VAT payable for a taxable supply by us, you must pay the VAT subject to us providing a valid tax invoice (e-invoice) in accordance with Vietnamese law.
3.6 Card Surcharges
We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card.
3.7 Vendor Credits Representation
Vendor Credits are charged at cost and we do not apply any markup or surcharge (unless otherwise stated). We do not guarantee the continued availability or pricing of any third-party model (e.g., OpenAI, Anthropic). Where you choose to connect your own API keys, you are responsible for all fees charged by the third-party provider, and we accept no liability in relation to those fees.
3.8 Vendor Credits Not Currency
Vendor Credits and Actions are not legal tender, currency, or stored value, and have no cash or monetary value. They cannot be redeemed for cash, refunded, transferred, or used to offset Subscription Fees.
4. CANCELLATION OF YOUR SUBSCRIPTION
(a) You may cancel your Subscription by notice to us. Your Subscription will end in the then current billing cycle, and you will be charged for that billing cycle.
(b) Your access to the Solution will be revoked at the end of the relevant billing cycle in which you cancel your Subscription.
(c) Effect on Data: Once the current billing cycle ends, we will have no responsibility to store or otherwise retain any User Data, and you release us in respect of any loss or damage which may arise out of us not retaining any User Data. Any unused Actions or Vendor Credits will automatically expire upon the effective date of cancellation.
(d) Immediate Cancellation by Us: We may cancel your Subscription immediately at any time. If we cancel in circumstances where you have not breached any of these Terms, we will issue you a pro-rata refund of the Subscription Fee.
5. UPGRADE AND DOWNGRADES
(a) You may upgrade or downgrade your Subscription Tier at any time via the Website.
(b) Upgrades take effect immediately (with pro-rata charges). Downgrades generally take effect at the start of the next billing cycle.
(c) If you choose to downgrade, you acknowledge and agree we are not liable for any loss of content, features, or capacity.
6. OBLIGATIONS
6.1 Your Obligations
(a) You must, and must ensure that all Users, comply with these Terms at all times.
(b) You must not, without our prior written approval:
(i) upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist material using the Software;
(ii) act in any way that may harm our reputation or that of associated parties;
(iii) use the Software in a way which infringes the Intellectual Property Rights of any third party;
(iv) create derivative works, decompile, or reverse engineer the Software;
(v) share your Account credentials with any unauthorized person;
(vi) create a false identity for the purpose of misleading others or impersonate any person or entity, including any of our representatives;
(vii) upload or distribute files that contain viruses, Trojan horses, worms, time bombs, corrupted files, or any other similar software or programs that may damage the operation of the Solution or another’s computer or property;
(viii) use the Solution for the purpose of spamming, distributing unsolicited commercial messages, phishing, or engaging in any fraudulent activity;
(ix) harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights (including privacy, publicity, and intellectual property rights) of any other party; or
(x) post or transmit any content regarding regulated chemical transactions, illegal financial schemes, or child exploitation.
(c) We may suspend or cancel your Account if you breach these Terms.
6.2 User Obligations
You ensure all Users agree to not misuse the Solution, including not using it for fraudulent or illegal activities, and not integrating the Software with third-party data or software in a manner not intended by the Purpose.
6.3 Hosted Services & Support
We will store User Data using third-party hosting services (e.g., AWS, Google Cloud). We do not guarantee that the Hosting Service will be free from errors or that User Data will be accessible at all times. In the event of data loss due to system failure, we cannot guarantee backup availability.
7. POSTED MATERIAL AND INDEMNITY
7.1 Warranties
By providing or posting any information, Material or other content in connection with the Software (Posted Material), you represent and warrant that:
(a) you are authorised to provide the Posted Material;
(b) the Posted Material is free from harmful or illegal content;
(c) the Posted Material does not infringe any Intellectual Property Rights.
7.2 Indemnity
You agree to indemnify, defend, and hold us harmless from and against all claims, losses, expenses, damages, and costs (including reasonable legal fees) resulting from:
(a) any violation of these Terms by you or your Users;
(b) any activity related to your Account (including negligent or wrongful conduct);
(c) any third-party claim that Posted Material infringes any third party’s Intellectual Property Rights or other rights; or
(d) your misuse of the Solution or reliance on its output for illegal or unauthorized purposes.
7.3 Removal
We may, in our absolute discretion, review and remove any Posted Material from the Solution at any time without notice.
8. INTELLECTUAL PROPERTY AND DATA
8.1 Software Content Intellectual Property
(a) (Our ownership) We retain ownership of all materials provided to you throughout the course of your Subscription in connection with the Software (Software Content).
(b) (Licence to you) You are granted a limited licence to use the Software Content for the purposes of the Software.
8.2 Client Data
(a) You grant to us a non-exclusive, royalty-free, worldwide licence to use Client Data to the extent reasonably required to provide the Solution and to improve the Solution (including training AI models where anonymized).
(b) We reserve the right to remove Client Data that we deem inappropriate or illegal.
(c) You warrant that our use of Client Data will not infringe any third-party Intellectual Property Rights.
8.3 Website License & Restrictions
This Website and all its content (including UI design, graphics, logos, and text) are the property of agentcollab.ai. You may not modify, copy, transmit, sell, or distribute in whole or in part of this Website explicitly for the purpose of creating a competing website, service, or derivative work without our prior written consent. Browsing the Website does not grant you any express or implied rights under any patents, trademarks, copyrights, or trade secret information owned by us.
9. THIRD PARTY SOFTWARE, LINKS & API KEYS
9.1 Third Party Terms
You acknowledge that your use of the Solution may rely on third-party suppliers (e.g., OpenAI, Anthropic, Google). You agree to comply with their respective Terms of Service. We are not liable for any loss or damage suffered by you in connection with such Third Party Terms or the unavailability of third-party models.
9.2 API Keys
Where you connect your own third-party API keys, you are solely responsible for all usage, costs, and compliance. We will not be liable for any loss arising from your use of such keys.
9.3 External Links
The Website and Solution may contain links to other websites ("Linked Sites") which are not under our control. We are not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. We provide these links to you only as a convenience, and the inclusion of any link does not imply endorsement by us of the site or any association with its operators. You acknowledge and agree that your use of Linked Sites is at your own risk.
10. CONFIDENTIALITY
A party must not use or disclose confidential information disclosed to it by the other party without prior written consent, except as required by Law.
11. LIABILITY
11.1 Warranties
(a) The Solution is provided on an “as-is” basis. We do not warrant that the Solution will be uninterrupted, error-free, or meet your specific requirements.
(b) To the maximum extent permitted by applicable law, all implied warranties are excluded.
11.2 No Professional Advice
The content provided by the Solution, including output generated by AI models, is for informational purposes only and should not be construed as professional, legal, financial, or technical advice. You acknowledge that AI models can produce inaccurate or hallucinatory results. You should consult with a qualified professional before making any decisions based on the output of the Solution. We explicitly disclaim any liability for actions taken based on the information provided by the Solution.
11.3 Limitation of Liability
(a) To the maximum extent permitted by applicable law, our total liability arising out of or in connection with these Terms will not exceed the total Fees you paid to us in the 3 months immediately preceding the event giving rise to the liability.
(b) We will not be liable for any consequential loss, loss of profits, loss of data, or indirect loss.
12. CANCELLATION, DISPUTES AND TERMINATION
12.1 Disputes (Vietnam Specific)
(a) A party claiming that a dispute has arisen must give the other party written notice containing reasonable details.
(b) The parties must attempt to resolve the dispute in good faith through negotiation within 20 Business Days.
(c) If the dispute cannot be resolved by negotiation, it shall be referred to and finally resolved by the competent People’s Court in [Ho Chi Minh City / Hanoi], Vietnam, or, if mutually agreed, by the Vietnam International Arbitration Centre (VIAC) in accordance with its Rules of Arbitration.
12.2 Termination
We may terminate these Terms immediately if you breach these Terms and do not remedy such breach within 10 Business Days of receiving notice, or if you suffer an Insolvency Event.
13. FORCE MAJEURE
We will not be liable for any delay or failure to perform our obligations if such delay or failure is due to a Force Majeure Event (e.g., natural disaster, war, pandemic, internet infrastructure failure).
14. NOTICES
Notices must be in writing and in English (or Vietnamese if required by Law) and delivered by email to the recipient’s email address.
15. GENERAL
15.1 Governing law and jurisdiction
These Terms are governed by the laws of Vietnam. Each party irrevocably submits to the exclusive jurisdiction of the competent courts of Vietnam.
15.2 Severance
If any provision of these Terms is found to be invalid or unenforceable, it will be severed from these Terms and the remaining provisions will continue in full force and effect.
15.3 Assignment
You may not assign your rights under these Terms without our prior written consent.
15.4 Language
In the event that these Terms are translated into other languages, the English version shall be the governing version. We take no responsibility for the accuracy or completeness of any automated translations provided for convenience.
DEFINITIONS
In these Terms, the following expressions have the following meanings:
Account: has the meaning given in clause 1.3.
Actions: means a unit of work performed by the Solution, as further described on our Website (for example, sending an email, updating a CRM, or executing a workflow).
Active Subscription: means any paid Subscription that is current and not subject to cancellation, suspension, or termination.
Business Day: means a day on which banks are open for business in Vietnam, other than a Saturday, Sunday or public holiday.
Client Data: means any data, information or material inputted by you, your Personnel or your Users into the Software.
Fees: means the Subscription Fees, fees for Additional Services, fees for Actions, fees for Vendor Credits, and any other fees you must pay us.
Intellectual Property Rights: means all intellectual property rights, including copyright, trade marks, patents, and trade secrets.
Software: means the agentcollab.ai software described on the Website.
Solution: means the Software, Hosted Services, Support Services and any agreed Additional Services.
Vendor Credits: means prepaid credits corresponding to third-party AI model usage, redeemable through the Solution.
Website: means https://www.agentcollab.ai or such other URL as notified by us from time to time.