THIS AGREEMENT CONTAINS BINDING CLASS ACTION AND JURY TRIAL WAIVER CLAUSES IN SECTION 9 BELOW THAT ARE APPLICABLE TO YOU AND US.

These Terms of Service (“Terms,” “Agreement”) are an agreement between Supaagents Solutions Inc. (“Supaagents,” “We,” “us”) and the person (natural or legal) (“You,” “Customer”) and govern Your use of the www.supaagents.ai website (“Site”), as well as Supaagents professional and enterprise services (“Services”). Your use of the Site and Services is conditioned on Your acceptance without modification of the terms, conditions, and notices contained herein, including but not limited to Supaagents Solutions Inc.’s Privacy Policy (the “Privacy Policy”), as amended from time to time.

By signing up, accessing, or using the Site or the Services, You acknowledge Your acceptance of this Agreement and consent to be bound by its terms and conditions. Violations of these Terms may result in termination of Service and legal action against You.

Do not use the Site or the Services if You do not agree to the Terms or if Your jurisdiction will not honor them. Persons under the age of 13 are not authorized to use the Site.

1. Our Services

Professional Services: Supaagents offers customized professional services which include personalized consultations, advanced implementation assistance, optimization strategies, and more, tailored to Your specific needs. We build custom AI Voice Agent solutions to compliment your teams. 

Please contact us at http://www.supaagents.ai/ with any questions or requests, and a member of our team will help You choose the services and solutions that will be most suitable to meet Your needs.

2. Payment Terms

‍2.1. Payment: The information about Supaagents ’s service plans is posted on Supaagents website or given by our sales teams. 

Upon signing up, You will provide Supaagents with a valid credit card number and billing information. You authorize Supaagents  to charge and/or place a hold on Your credit card with respect to any unpaid charges related to the Services. You authorize the issuer of the credit card to pay the monthly charges (including without limitation all Taxes applicable to Your Service charges) without requiring a signed receipt, and You agree that Your acceptance of these Terms is authorization to the issuer of the credit card to pay all such amounts.

2.2. Subscription: If you wish to cancel the service, you contact your point of contact at Supaagents or reach out to us on http://www.supaagents.ai/ (“website”). Failure to do so will result in the automatic renewal of the subscription items for the next Subscription Period, and you will be responsible for the applicable fees.

2.3 Automatic Payment: You authorize Supaagents  and/or any other company acting as billing agent for Supaagents  to charge Your credit card at the end of the month , and to continue to attempt to charge and/or, if We so elect, place holds with respect to all sums described herein, or any portion thereof, to Your credit card until such amounts are paid in full, subject to Supaagents ’s rights of suspension and termination and other remedies for non-payment set forth herein.  Notwithstanding the foregoing, Supaagents  is under no obligation to continue attempting to charge Your credit card before exercising any other remedies hereunder.

2.4 Credit Card on File: You will provide Supaagents  with updated credit card information upon Supaagents’s request and any time the information You previously provided is no longer valid. You are solely responsible for maintaining and updating the credit card information. Supaagents  is not liable for any penalties or administrative fees assessed by Your card issuer for insufficient funds or other charges incurred by You as a result of such attempts to charge and/or place holds on Your credit card. If You mistakenly provide a debit card number instead of a credit card number, You authorize all charges described herein to be applied to such debit card unless and until You provide a credit card number.

2.5 Billing: We elect to issue You an invoice, We may do so in any format as We determine from time to time. If You request an invoice or additional copies of any invoice(s), or detailed information about Your usage of Services, additional charges may apply as We may establish from time to time.  Our decision to issue invoices shall not limit Our rights hereunder to automatically charge Your credit card on file on the date specified in Section 2.4.

2.6 Late Payment Fee; Grace Period: If the automatic payment method fails, You will be issued an invoice. If the invoice remains unpaid by the due date, Supaagents  reserves the right to suspend or stop services automatically if the payment is not received within this grace period. You agree that for amounts not paid by the due date, We may charge, and You agree to pay, a late payment fee equal to the lesser of 10% of the past due amounts or the maximum allowed by law. In the event You fail to pay billed charges when due and it becomes necessary for us to refer Your account(s) to a third party for collection, or We resort to any other remedy available to Us to collect any amounts that You owe, You will be liable for all costs associated with Our collection efforts, including without limitation, attorneys’ fees and court costs.

3. Acceptable Use Policy

 3.1 In General

Supaagents ’s Acceptable Use Policy constitutes an integral part of these Terms and is designed to prevent fraud and abuse of the Services and facilitate compliance with applicable laws among our Customers. Our goal is to protect the integrity of all related systems for the benefit of all customers and partners and prevent any illegal conduct with the use of our Services and systems. Any use of the Services or any other action that disrupts the integrity of any Supaagents  system or service and/or any vendor system or service, whether directly or indirectly, is strictly prohibited and could result in immediate termination of the Services.

You agree that you will not use the Services in ways that violate laws, infringe the rights of others, or interfere with the users or equipment of the Services. You shall use the Services only for lawful purposes. Supaagents  reserves the right to immediately terminate your Services if, in our sole and absolute discretion, Supaagents  determines that you have used the Services for an unlawful purpose, including, but not limited to, violating Supaagents ’s Know-Your Customer requirements. 

You shall not use the Services in any way that is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, or constitutes any similar behavior. 

3.2 Telemarketing Compliance

You must not use the Services in violation of the applicable laws governing the making and sending of calls and text messages. Relevant laws and regulations include, but are not limited to, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Telephone Consumer Protection Act (TCPA), and the rules promulgated by the Federal Communications Commission pursuant to the TCPA, the Federal Trade Commission (FTC) Act, the FTC’s Telemarketing Sales Rule (TSR) and the Do-Not-Call (DNC) registry, state telemarketing laws and federal and state anti-wiretapping or eavesdropping laws. 

Among other things, these laws and regulations may:

• Require you to obtain the prior express consent for auto-dialed or prerecorded calls or texts sent or made from the called party;

• Require documentation or other support of such consent (which may be required in writing for certain types of calls);

• Prohibit altering the caller ID information transmitted with a call or text with the intent to defraud, cause harm, or wrongfully obtain anything of value;

• Require you to include an automated interactive telemarketing opt-out mechanism available at the outset of the message for prerecorded messages;

• Require you to include a disclosure of AI voice use at the beginning of the call;

• Require you to notify parties to the call that their call is being recorded, and, in some cases, seek prior express consent to the call recording and disclose the use of third-party vendors for call analytics;

• Prohibit making certain types of calls before 8 a.m. or after 9 p.m. at the called party's location; and

• Prohibit calling a number on the national, state, or organization-specific do-not-call registry.

If consumer consent is required under the applicable laws to place calls using Supaagents ’s technology, Customer is required to document proof of the required level of consent of each consumer who the Customer contacts. Such documentation must be preserved for at least the minimum amount of time prescribed by the applicable law, but in any case, it must be maintained for no less than five years. Supaagents  retains the right to audit Your use of our Services to ensure Your compliance with the applicable laws.

Customers using AI voice for outbound calls must ensure their systems are programmed to scrub phone numbers against the applicable (federal, state, and Customer-specific) Do-Not-Call (DNC) lists regularly and in no event less frequently than every 31 days.

3.3 Fraud Prevention and Rights of Publicity

You shall not use our Services to offer or otherwise make fraudulent goods, services, schemes, or promotions available to others, including make-money-fast schemes, Ponzi and pyramid schemes, or for phishing, pharming, harvesting, or similar deceptive practices.

Providing altered, deceptive, or false information about the sender's identity or a call's origin is expressly prohibited. 

You shall only use the AI voices you have the rights to use under the applicable laws and licenses. You must not use the voices of real people (or deceptively similar voices) without their consent, and you must not use real people’s voices (or deceptively similar voices) for any purpose the relevant person has not authorized. 

4. Indemnification

You agree to indemnify, defend and hold harmless Supaagents , its officers, directors, employees, agents, and third parties for any losses, costs, liabilities, and expenses (including reasonable attorney's fees) relating to or arising out of Your use of or inability to use the Site or services, any user postings made by You, Your violation of any terms of this Agreement or Your violation of any rights of a third party, or Your violation of any applicable laws, rules or regulations. Supaagents  reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will fully cooperate with Supaagents  in asserting any available defenses.

5. WARRANTY DISCLAIMER

THE SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND SUPAAGENTS  MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY SIMILAR WARRANTY WHETHER SAID WARRANTY ARISES UNDER PROVISIONS OF ANY LAW OF THE UNITED STATES OR ANY STATE THEREOF. SUPAAGENTS  MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICES ARE FREE OF RIGHTFUL CLAIMS OF ANY THIRD PARTY FOR INFRINGEMENT OF PROPRIETARY RIGHTS. THE ENTIRE RISK ASSOCIATED WITH THE SERVICES ' USE SHALL BE BORNE SOLELY BY CUSTOMER.

SUPAAGENTS  MAKES NO WARRANTY THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, AND ERROR-FREE, OR THAT ANY DEFECTS IN THE SERVICES WILL BE CORRECTED. SUPAAGENTS  IS NOT RESPONSIBLE FOR MESSAGES OR INFORMATION LOST OR MISDIRECTED DUE TO INTERRUPTIONS OR FLUCTUATIONS IN THE SERVICES OR THE INTERNET IN GENERAL.

SUPAAGENTS  DOES NOT WARRANT THE ACCURACY OR RELIABILITY OF THE RESULTS OBTAINED THROUGH THE USE OF THE SERVICES OR ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICES. CUSTOMER ACKNOWLEDGES THAT ANY DATA OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED OR ACQUIRED THROUGH THE USE OF THE SERVICES ARE AT CUSTOMER’S SOLE RISK AND DISCRETION, AND SUPAAGENTS  WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY DAMAGE TO CUSTOMER OR CUSTOMER 'S PROPERTY. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMERS FROM SUPAAGENTS , ITS EMPLOYEES, OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.

SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN IMPLIED WARRANTIES, SO CERTAIN OF THE FOREGOING DISCLAIMERS MAY NOT APPLY TO CUSTOMER.

6. LIMITATION OF LIABILITY

SUPAAGENTS  WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED ​​THE GREATER OF THE AMOUNT YOU PAID FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE LIABILITY AROSE OR ONE HUNDRED DOLLARS ($100). THE LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

7. Intellectual Property Rights

7.1 In General

All rights, title, and interests in the Service, Site, and any content contained herein are the exclusive property of Supaagents , except as otherwise stated. The Service is for Your legitimate business use only. Supaagents  and its licensors own this entire website, including the names, logos, trademarks, service marks (collectively, the “Marks”), and any related or underlying technology, except User Content. The Site's content may also be covered by applicable copyright or other intellectual property laws and treaties. Without the prior written consent of Supaagents  Inc., You are not permitted to make use of any of its Marks. 

7.2 Limited License

Subject to Your compliance with these Terms, Supaagents  grants You a limited, non-exclusive, non-transferable, and revocable license to access and use the Service and the Sire for Your personal or internal business purposes. This license does not include any right to:

• Modify, adapt, or hack the Service

• Reverse engineer, decompile or disassemble the Service

• Sublicense, sell, rent, lease, transfer, assign, or distribute the Service

• Create derivative works based on the Service.

7.3 User-Generated Content

You retain ownership of any content You submit, upload, or provide to the Site or Service, including software, text, audio, video, images, user-generated content, reviews, testimonials, forum posts, and social media posts (“User Content”).

By submitting User Content, You grant Supaagents  a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, and distribute such User Content in connection with the Service.

7.4 AI-Generated Content

The ownership and intellectual property rights to any AI-generated content offered by Supaagents  in the provision of Services (“AI-Generated Content”) are subject to the following terms. 

Supaagents  or its licensors retain ownership of the underlying AI models and algorithms used to generate the AI-Generated Content.

You are granted a license to use the AI-Generated Content for Your personal or internal business purposes, subject to the restrictions outlined in these Terms.

Supaagents  does not claim ownership of ideas or information You provide as inputs for the creation of AI-Generated Content.

7.5 Feedback

If You provide Supaagents  with any feedback, suggestions, or ideas regarding the Service or the Site (“Feedback”), You grant Supaagents  a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into the Service without any obligation to compensate You.

7.6 Third-Party Intellectual Property

The Service may incorporate third-party intellectual property. Supaagents  does not claim ownership of such third-party content, and You agree to comply with any applicable third-party terms and conditions.

7.7 Trademarks

All trademarks, service marks, and trade names used on or in connection with the Service are the property of their respective owners. You may not use any trademarks, service marks, or trade names appearing on the Service or the Site without the owner’s prior written consent.

You grant Supaagents  the right to identify You as a user of the Service or Site, using Your Marks on Supaagents ’s Site and in its marketing materials. For the duration of the Agreement, You grant Supaagents  a non-exclusive, royalty-free license to use Your Marks in connection with any marketing, promotion, or advertising of Supaagents  or the Service/ Sites.

8. Call Recording and Third-Party Vendors

If you do not opt-out of recording, You give Supaagents  permission to record calls made using the Service and Sites and process communication data (“Communications”) and User Content for offering AI-powered analytics and the development, training, and improvement of artificial intelligence and machine learning models that are included in the Service and Site . However, before being used for these purposes, the data will be de-identified and aggregated using commercially reasonable industry-standard technologies. Nothing in this section shall lessen or restrict your obligations under the applicable laws, as described in Section 3.

9. DMCA Policy

Supaagents  respects the intellectual property rights of others and expects users of the Site to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us.

If You believe that Your copyrighted work has been copied in a way that constitutes copyright infringement, please provide our copyright agent with the following information:

• A physical or electronic signature of the copyright owner or a person authorized to act on their behalf

• Identification of the copyrighted work claimed to have been infringed

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material

• Your contact information, including Your address, telephone number, and an email address

• A statement by You that You have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law

• A statement that the information in the notification is accurate and, under penalty of perjury, that You are authorized to act on behalf of the copyright owner

10. Modifications to Terms

Supaagents  reserves the right to modify these Terms at any time in its sole discretion. Updated versions of the Terms will be posted on the Website and are effective immediately. Your continued use of the Website after any such changes constitutes Your acceptance of the new Terms. 

The most current version of the Terms will supersede all previous versions. Supaagents  encourages You to periodically review the Terms to stay informed of our updates.

11. Dispute Resolution

11.1 Pre-Trial Dispute Resolution 

For all disputes, You must first give us an opportunity to resolve Your claim by sending a written description of Your claim to the address in Section 9.8 below. We each agree to negotiate with each other in good faith about Your claim. If we do not resolve the claim within 60 days after we receive this claim description, You may pursue Your claim in court. We each agree that if  You fail to timely pay amounts  due,  we may assign Your account for collection, and the collection agency may  pursue in-court claims limited strictly to the collection of the past due amounts and any interest or cost of collection permitted by law or the Agreement. 

11.2 CLASS ACTION WAIVER

WE (YOU AND Supaagents ) EACH AGREE THAT ANY PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. IF A COURT DETERMINES IN AN ACTION BETWEEN YOU AND US THAT THIS CLASS ACTION WAIVER IS UNENFORCEABLE, THEN THE CLASS ACTION WAIVER WILL BE VOID AS TO YOU.

11.3 JURY TRIAL WAIVER

YOU AND WE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO HAVE A TRIAL IN FRONT OF A JURY. 

11.4 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Ontario without giving effect to any choice of law or conflict of law provisions.

11.5 Exclusive Jurisdiction

The state and federal courts in Toronto, Canada shall have exclusive jurisdiction to hear and determine any claims or disputes between the parties arising out of or relating to this Agreement.

11.6 Venue

Any lawsuit, legal action, or proceeding arising from or relating to this Agreement must be instituted in the state or federal courts in San Mateo County, California.

11.7 Consent to Jurisdiction 

The parties hereby irrevocably submit to the personal jurisdiction of such courts and waive any objection to venue in such courts, including any objection based on forum non conveniens. 

12. Severability

If any provision of these Terms is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect and enforceable.

13. Assignment

You may not transfer or assign this Agreement or any of Your rights or obligations under it, by operation of law or otherwise, without our prior written consent. We may transfer or assign all or part of this Agreement or Your debts to us without notice. Upon our transfer or assignment of this Agreement, Supaagents  shall be released from all liability with respect to this Agreement.
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14. Force Majeure

Neither party shall be liable for any default or delay in the performance of its obligations hereunder (excluding any payment obligations) if and to the extent that such default or delay arises out of causes beyond their reasonable control, including, without limitation, acts of God, including weather-related phenomenon, earthquakes, and floods; fires; acts of war or terrorism; civil disorders, including riots, rebellions, and insurrections; labor disputes, including strikes, lockouts, and work stoppages; medical emergencies, including pandemics and quarantine restrictions; network problems, including cable cuts, power outages, network failures, and computers viruses; and any other catastrophes, national emergencies, or government orders or acts. The time for any performance required hereunder shall be extended by the delay incurred as a result of such force majeure event, and if either party is unable to perform as a result of such event, it shall act with diligence to correct or mitigate such event.

15. Enforcement and Waiver

Supaagents has the right, but not the obligation, to monitor, investigate, restrict, enforce, bring civil litigation, press charges, or engage in any other self-help regarding any actual, attempted, or suspected violation of this Agreement. Supaagents  will determine, in its sole discretion, whether You violated or attempted to violate any of the provisions of this Agreement or the Acceptable Use Policy. If we determine or suspect that You violated or attempted to violate this Agreement, we may terminate, suspend, modify, or limit Your Service. Additionally, we may report actual or suspected criminal offenses to appropriate law enforcement authorities. Supaagents  will cooperate with law enforcement investigations where criminal activity is suspected, and You agree to cooperate with any such investigations. Any waiver of or failure to enforce any provision or prohibition in this Agreement in one instance shall not be construed as a waiver of any provision or right in another instance.

16. Contact Us

If You have any questions, concerns, comments, or complaints regarding Your Services, Your bill, or this Agreement, please get in touch with Supaagents Solutions Inc. Customer Service using the following information:

Supaagents Solutions Inc.

Website: http://www.supaagents.ai/
Email Address: getsupaagents@gmail.com