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These Terms & Conditions ("Terms") form a binding agreement between you (and, if applicable, the organization you represent) and Agentica AI Solutions ("Agentica," "we," "us," or "our"), a company based in Fort Lauderdale, Florida, United States. They govern your access to and use of agentica-sol.com (the "Site"), our consulting and engineering services, and our AI software products, including conversational agents (collectively, the "Services").

By accessing the Site, submitting a form, purchasing or using a product, or otherwise using the Services, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Services. If you are using the Services on behalf of an organization, you represent that you have authority to bind it.

Where you have signed a separate master services agreement, statement of work, or order form with us, that document controls in the event of a conflict with these Terms.

We provide (a) consulting and advisory services on GenAI and Agentic AI strategy, (b) custom software engineering and deployment, and (c) licensed AI products that we build and sell, which may be delivered as hosted software, APIs, or integrations.

Specific deliverables, timelines, fees, acceptance criteria, and support terms are set out in the applicable proposal, statement of work, or order form. Unless otherwise agreed in writing, products are licensed, not sold, and are provided on a subscription basis.

We may improve, modify, or discontinue features of the Services from time to time. For paid products we will provide reasonable notice of any material reduction in functionality.

You must be at least 18 years old and able to form a binding contract to use the Services. If you create an account, you are responsible for keeping your credentials confidential, for all activity under your account, and for promptly notifying us of any unauthorized use.

Certain Agentica products ("Messaging Products") send and receive text messages (SMS/MMS) with end users. The following terms apply to any messaging program operated by us or deployed by our customers using our technology.

• Consent first. We will not initiate a text conversation with any individual who has not first given express consent to receive messages from the relevant program, through a distinct, stand-alone SMS checkbox that is unchecked by default (never pre-selected and separate from terms acceptance), a keyword opt-in, verbal agreement, or another clear affirmative action. Consent is not a condition of any purchase.
• Program description. Messages may include conversational replies from an AI agent, appointment or order updates, account alerts, customer-care responses, and — where separately consented — promotional messages. Message frequency varies by interaction.
• Opt out. Reply STOP at any time to cancel. You will receive one confirmation message and no further messages from that program.
• Help. Reply HELP for assistance, or contact ikumar@agentica-sol.com / +1 754 218 2448.
• Costs. Message and data rates may apply. Carriers are not liable for delayed or undelivered messages.
• Privacy. Phone numbers and opt-in data are never sold or shared with third parties for their marketing. See our Privacy Policy.
• Automated interactions. You acknowledge that messages may be generated by an automated AI system and that you can request a human representative at any time.

Customer obligations. If you are a business customer deploying a Messaging Product, you are solely responsible for obtaining and documenting valid consent from your end users, honoring opt-outs, providing accurate program disclosures, and complying with the Telephone Consumer Protection Act (TCPA), the CTIA Messaging Principles and Best Practices, carrier A2P 10DLC requirements, and all other applicable laws. You must not use the Messaging Products to send unsolicited, deceptive, or prohibited content (including SHAFT categories: sex, hate, alcohol, firearms, tobacco) or to message individuals who have opted out.

You agree not to, and not to permit others to:

• Use the Services in violation of any law, regulation, or third-party right.
• Send spam, unsolicited messages, or content that is harassing, defamatory, obscene, or discriminatory.
• Attempt to extract, reverse engineer, or circumvent the models, prompts, safety systems, or security of our products.
• Use outputs of our AI systems to develop competing foundation models, or represent AI-generated output as human-authored where disclosure is legally required.
• Upload malware, interfere with the integrity or performance of the Services, or access them by automated means without permission.
• Use the Services to make decisions that produce legal or similarly significant effects on individuals without appropriate human review.

We may suspend or terminate access for violations of this section without liability.

Our products use generative AI. Outputs are probabilistic and may be inaccurate, incomplete, or inappropriate for your context. You are responsible for reviewing outputs before relying on them, for the decisions you make based on them, and for ensuring your use complies with applicable law and your own policies. AI output is not professional legal, medical, financial, or safety advice.

You retain ownership of the content and data you provide ("Customer Data") and of the outputs generated for you, to the extent permitted by law. You grant us a limited license to process Customer Data solely to provide, secure, and improve the Services in accordance with our Privacy Policy and any applicable data processing agreement.

The Services — including software, models, prompts, designs, documentation, trademarks, and the Site's content — are owned by Agentica or its licensors and are protected by intellectual property laws. Except for the limited rights expressly granted in these Terms or a signed agreement, no license or right is granted to you.

Ownership of custom deliverables created under a consulting or engineering engagement is governed by the applicable statement of work. Unless it states otherwise, we retain ownership of our pre-existing materials, tools, frameworks, and general know-how, and grant you a license to use them as embedded in the deliverables.

If you send us feedback or suggestions, you grant us a perpetual, royalty-free license to use them without obligation to you.

Fees are set out in the applicable order form or statement of work. Unless otherwise stated, fees are quoted in U.S. dollars, exclusive of taxes, and due within thirty (30) days of invoice. Subscriptions renew automatically for successive terms unless either party gives notice of non-renewal before the renewal date. Late payments may accrue interest at 1.5% per month (or the maximum permitted by law, if lower), and we may suspend Services for accounts that are past due.

Each party will protect the other's non-public information with at least reasonable care, use it only to perform under these Terms, and not disclose it except to personnel and advisors who need to know it and are bound by confidentiality obligations. These obligations do not apply to information that is public, independently developed, or lawfully obtained from a third party, and survive for three (3) years after the relationship ends (indefinitely for trade secrets).

Except as expressly stated in a signed agreement, the Services are provided "as is" and "as available." To the fullest extent permitted by law, Agentica disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. We do not warrant that AI outputs will be accurate, complete, or suitable for any purpose, or that messages will be delivered by carriers.

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenue, data, or goodwill, arising out of or relating to these Terms, even if advised of the possibility. Agentica's total cumulative liability arising out of or relating to the Services will not exceed the fees paid by you to Agentica in the twelve (12) months preceding the event giving rise to the claim (or US $100 if no fees were paid). These limits do not apply to a party's indemnification obligations, breach of confidentiality, infringement of the other party's intellectual property, or liability that cannot be limited by law.

You will defend, indemnify, and hold harmless Agentica and its officers, directors, employees, and contractors from any claims, damages, and expenses (including reasonable attorneys' fees) arising from (a) your Customer Data, (b) your use of the Services in violation of these Terms or applicable law, or (c) your messaging programs, including any failure to obtain valid consent or honor opt-outs. We will defend you against third-party claims that our products, as provided by us, infringe a U.S. patent, copyright, or trademark, subject to the exclusions and remedies set out in your signed agreement.

These Terms apply while you use the Services. Either party may terminate a paid engagement as set out in the applicable agreement. We may suspend or terminate access immediately for material breach, suspected unlawful use, or non-payment. Upon termination, your right to use the Services ends, and sections that by their nature should survive (including IP, confidentiality, disclaimers, limitation of liability, indemnification, and governing law) will survive.

These Terms are governed by the laws of the State of Florida, United States, without regard to its conflict-of-laws rules. The parties agree to the exclusive jurisdiction of the state and federal courts located in Broward County, Florida, for any dispute not subject to arbitration, and waive any objection to venue there.

Before filing a claim, each party agrees to attempt in good faith to resolve the dispute informally by contacting the other party and allowing thirty (30) days for resolution. Nothing in this section prevents either party from seeking injunctive relief to protect its intellectual property or confidential information.

These Terms, together with our Privacy Policy and any signed agreement, are the entire agreement between you and Agentica regarding the Services. If any provision is unenforceable, the remainder remains in effect. Our failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control.

We may update these Terms from time to time. The "Last updated" date indicates the latest revision; continued use after changes take effect constitutes acceptance.

Agentica AI Solutions · Fort Lauderdale, Florida, United States · ikumar@agentica-sol.com · +1 754 218 2448