Terms of Service

Introduction

Welcome to AgentQL! Please read these Terms of Service (these “Terms”) carefully, as they constitute a legally binding agreement between Tiny Fish, Inc., a Delaware corporation (“Tiny Fish,” “we,” “us” or “our”) and an end-user (“you” and “your”) and apply to your use of our Services (as defined). These Terms are a legally binding contract between you and Tiny Fish regarding your use of our website at www.agentql.com (the “Site”) and our AgentQL product (the “Product,” and together with the Site, the “Services”).

If you access or use the Services on behalf of an entity (for example, your employer or another organization, the "Client"), you represent and warrant that you have authority to bind the Client to these Terms. In that case, references to "you" and "your" apply to both you individually and the Client, jointly and severally, for purposes of all obligations and liabilities under these Terms.

By accessing or using the Services in any way, you represent that (1) you have read, understood, and agreed to be bound by these Terms, including the Tiny Fish Privacy Policy, (2) you are of legal age to form a binding contract with Tiny Fish, and (3) you have the authority to enter into these Terms, personally or on behalf of the Client. If you, or the Client, do not agree to be bound by these Terms, you and/or the Client may not access or use the Services.

THESE TERMS CONTAIN CLAUSES THAT DEAL WITH RISK ALLOCATION (LIMITATION OF LIABILITY AND INDEMNITY) AS WELL AS DISPUTE RESOLUTION, INCLUDING AGREEING TO BINDING, INDIVIDUAL ARBITRATION AND ACCEPTING A CLASS-ACTION WAIVER PROVISION, AND EXCEPT FOR LIMITED CIRCUMSTANCES, GIVING UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION.

Eligibility

The Services are only available to users who can form legally binding contracts under applicable law. You must be at least 18 years of age to use the Services. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years of age; and (b) your use of the Services is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms.

Changes to the Services

We may modify the Services from time to time, including by adding, removing, or changing features. If we materially and permanently discontinue the Services or a feature material to your use during a period for which you have pre-paid, we will refund the pre-paid, unused fees covering the period after discontinuation. Except as provided in the preceding sentence, we will not be liable to you or any third party for any modification, suspension, or discontinuance of the Services.

License Grant

Subject to your compliance with these Terms and, if applicable, the Order Form, Tiny Fish hereby grants you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Services solely for your internal business purposes in accordance with these Terms and the applicable Order Form or Subscription Terms. No other use of the Services is authorized. This license does not include the right to sublicense, resell, or otherwise transfer the Services or any portion thereof to any third party. Tiny Fish reserves all rights in and to the Services not expressly granted herein.

Restrictions

You must comply with all applicable laws when using the Services. Except as may be expressly permitted by applicable law or expressly permitted by us in writing, you will not, and will not permit anyone else to: (a) store, copy, modify, distribute, or resell any information or material available on the Services (“Site Content”) or compile or collect any Site Content as part of a database or other work; (b) scrape, index, or compile Site Content, or use any automated means to access the Services other than through the programmatic interfaces Tiny Fish provides; (c) rent, lease, or sublicense your access to the Services; (d) interfere with, circumvent or disable any digital rights management, usage rules, or other security features of the Services; (e) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer, or create derivative works of the Services; (f) use the Services in a manner that threatens the integrity, performance, or availability of the Services; or (g) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Services or Site Content.

Ownership

The Services are owned and operated by Tiny Fish, Inc. We or our licensors retain all right, title, and interest in and to the Services and Site Content and any trademarks, logos, or service marks displayed on the Services or in Site Content (“Marks”). The Services, Site Content, and Marks are protected by applicable intellectual property laws and international treaties. There are no implied licenses in these Terms and except as expressly authorized by Tiny Fish, you may not make use of the Services, Site Content, and Marks.

Fees and Payment

Fees for the Services are set out in the applicable Order Form or, for subscriptions purchased through our online checkout, in the plan terms presented at the time of purchase (either, the "Subscription Terms"). Unless otherwise stated in the Subscription Terms, invoices are due net 30 from the invoice date. Overdue amounts bear interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and you will reimburse Tiny Fish for reasonable costs of collection. Fees are exclusive of all taxes, duties, and similar governmental assessments, all of which are your responsibility other than taxes based on Tiny Fish's net income. If you dispute an invoice in good faith, you must notify Tiny Fish in writing within 15 days of the invoice date; undisputed amounts remain payable when due. Except as expressly stated in these Terms or the Order Form, fees are non-refundable.

Customer Data & Outputs. As between the parties, you retain all right, title, and interest in and to the data, content, and materials you provide to, submit to, or process through the Services ("Customer Data"). You grant Tiny Fish a worldwide, non-exclusive, royalty-free license to use, host, copy, transmit, and process Customer Data solely to provide, maintain, secure, and improve the Services. To the extent Tiny Fish has or acquires any rights in outputs generated by the Services for you based on Customer Data ("Outputs"), Tiny Fish assigns those rights to you, subject to Tiny Fish's continued ownership of the Services, underlying models, know-how, and any components not specific to you. Tiny Fish may collect, use, and retain aggregated or de-identified data derived from Customer Data and use of the Services for any lawful purpose, including improving and developing its products and services.

Term. These Terms start on the earlier of (a) the Effective Date of the applicable Order Form, or (b) the date you first access or use the Services, and continue for the term specified in your Subscription Terms (the "Initial Term"). The Term will automatically renew for successive periods equal in length to the Initial Term unless (i) for Services purchased through our online checkout, you cancel through your account settings before the end of the then-current billing period, or (ii) for Services purchased under an Order Form, either party gives written notice of non-renewal at least 30 days before the end of the then-current term. Tiny Fish may adjust fees for any renewal term by posting updated pricing or, for Order Form customers, by giving at least 60 days' written notice before the end of the then-current term.

Termination for Cause. Either party may terminate these Terms and any Order Form for the other party's material breach that remains uncured 30 days after written notice. Tiny Fish may terminate immediately on written notice if you (a) fail to pay any undisputed amount within 10 days after written notice of non-payment, or (b) breach the Restrictions section.

Suspension. Tiny Fish may suspend your access to the Services, in whole or in part, if (a) any undisputed amount is more than 15 days past due, (b) your use presents a security risk, threatens the integrity or availability of the Services, or could subject Tiny Fish to legal liability, or (c) suspension is required by applicable law. Tiny Fish will make reasonable efforts to notify you and will restore access promptly when the cause for suspension is resolved.

Effect of Termination. On termination or expiration: (a) your right to access and use the Services ends; (b) all fees accrued through the termination date remain payable; (c) Tiny Fish will refund pre-paid fees for any period after the termination date (i) if you terminate for Tiny Fish's uncured material breach, (ii) as otherwise expressly required by these Terms, or (iii) as otherwise agreed by the parties in writing; and (d) the following sections survive termination: Ownership, Customer Data & Outputs, Feedback, Fees and Payment, Disclaimer of Warranties, Limitation of Liability, Indemnity, Dispute Resolution, Legal Notices / Miscellaneous, and any provision that by its nature is intended to survive.

Changes to These Terms. We may modify these Terms from time to time. If we make material changes, we will notify you by email to the address associated with your account or by posting a notice on the Services at least 30 days before the changes take effect. If you do not agree to the changes, you may terminate these Terms and any then-current Order Form by written notice given before the changes take effect, and Tiny Fish will refund any pre-paid fees covering the period after termination. Your continued use of the Services after the effective date of the changes constitutes acceptance of the updated Terms.

Privacy Policy

Please read the Tiny Fish Privacy Policy carefully for information relating to our collection, use, storage, disclosure of your personal information. The Privacy Policy is incorporated by this reference into, and made a part of, these Terms.

Communications

We may send you emails concerning our products and services. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.

Links and Third-Party Content

The Services may contain links to third party products, services, and websites. We exercise no control over the third-party products, services, and websites and we are not responsible for their performance, do not endorse them, and are not responsible or liable for any content, advertising, or other materials available through the third-party products, services, and websites. We are not responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods or services available through the third-party products, services, and websites.

Additionally, if you follow a link or otherwise navigate away from the Services, please be aware that these Terms will no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any third-party websites to which you navigate to from the Services.

Feedback

Tiny Fish may provide you with a mechanism to provide feedback, suggestions, and ideas about the Services or us (“Feedback”). You agree that we may, in our sole discretion, use the Feedback you provide in any way, including in future modifications to the Services, our products, or services. You hereby grant us an unrestricted, perpetual, worldwide, fully transferable, irrevocable, royalty-free right and license to exploit the Feedback in any manner for any purpose, including to improve the Services and create other products and services. We will have no obligation to provide you with attribution for any Feedback you provide to us.

Publicity Rights

You grant Tiny Fish the right to use your Company name and logo on our websites and in marketing materials to identify you as a customer. If you prefer not to be identified, you may opt out at any time by providing written notice to info@tinyfish.ai.

Disclaimer of Warranties

YOUR USE OF THE SERVICES AND SITE CONTENT IS AT YOUR SOLE RISK. THE SERVICES AND SITE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TINY FISH EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, EFFECTIVENESS, AND REPUTATION. TINY FISH MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, OR TIMELY. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS, AND OTHER DISRUPTIONS. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE SERVICES OR SITE CONTENT, AND YOU RELY ON THE SERVICES AND SITE CONTENT AT YOUR OWN RISK.

ANY CONTENT, DATA, OR INFORMATION GENERATED BY ARTIFICIAL INTELLIGENCE, INCLUDING WITHOUT LIMITATION ANY OUTPUTS, RECOMMENDATIONS, AND RESPONSES (“AI CONTENT”), IS PROVIDED AS IS. TINY FISH MAKES NO REPRESENTATION OR WARRANTY REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, SUITABILITY, OR USEFULNESS OF ANY AI CONTENT AND SHALL NOT BE LIABLE FOR ANY USE OF, RELIANCE ON, OR DECISIONS MADE BY YOU OR ANY USER BASED THEREON. WE DO NOT GUARANTEE THAT OUR OUTPUTS OR RECOMMENDATIONS ARE TIMELY, ERROR-FREE, OR SUFFICIENTLY COMPLETE FOR YOU TO RELY ON THEM ENTIRELY. END-USERS MUST EXERCISE THEIR OWN BEST JUDGMENT IN RESPECT OF THE USAGE OF CONTENT PROVIDED THROUGH THE SERVICES. TINY FISH SHALL NOT BE LIABLE FOR DELAYS, FAILURES, ERRORS, OR PROBLEMS INHERENT IN THE USE OF THE INTERNET, ELECTRONIC COMMUNICATIONS, ARTIFICIAL INTELLIGENCE, OR OTHER SYSTEMS OUTSIDE TINY FISH’S REASONABLE CONTROL.

ANY MATERIAL OBTAINED THROUGH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TINY FISH OR THROUGH OR FROM THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Assumption of Risk. You acknowledge and agree that your use of the Services is entirely at your own risk and that any reliance on information, content, or AI Content provided through the Services shall be at your sole discretion and risk. Tiny Fish shall have no liability for any actions, omissions, or decisions you or any user makes arising out of or related to such information or content. You further acknowledge that (a) the Services may depend on or interoperate with third-party products, services, or platforms and (b) Tiny Fish shall not be liable for any unavailability, inaccessibility, restriction, suspension, prohibition, or failure of any such third-party products, services, or platforms, regardless of cause.

TINY FISH DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT TINY FISH IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT FULLY APPLY TO YOU.

Limitation of Liability

THE PARTIES UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICE, IN EACH CASE WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR USE OF THE SERVICES.

EXCEPT IN RESPECT OF (A) INDEMNIFICATION OBLIGATIONS OF A PARTY, (B) LIABILITY ARISING FROM A PARTY’S BREACH OF APPLICABLE LAWS, OR (C) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE BEYOND THE GREATER OF (i) $100 USD, OR (ii) THE AMOUNTS YOU PAID TINY FISH IN THE 12 MONTHS PRECEDING THE DATE OF THE ACTIVITY GIVING RISE TO THE CLAIM. THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Indemnity

(a) Your Indemnification. You agree to indemnify, defend, and hold harmless Tiny Fish, its directors, officers, employees, licensors, and agents (“Tiny Fish Parties”) from and against any and all Actions and related Losses due to, arising out of, or relating in any way to: (i) your access to or use of the Services; (ii) any allegation of facts that, if true, would constitute your breach of any of your representations, warranties, covenants, or obligations under these Terms, infringement of the rights of another party, your negligence, or more culpable act or omission (including recklessness or willful misconduct); or (iii) any breach of applicable laws and regulations by you. Tiny Fish 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 Tiny Fish in asserting any available defenses. You agree that the provisions of this Section will survive any termination of your account, these Terms, and/or your access to the Services. Notwithstanding Section (c) below, Tiny Fish retains the right described in this Section (a).

(b) Tiny Fish Indemnification. Tiny Fish agrees to indemnify, defend, and hold you harmless from and against any and all Losses resulting from any Action (other than an Action brought by an Affiliate of yours) alleging: (i) that your use of the Services (excluding Third-Party Materials) in accordance with these Terms infringes or misappropriates such third party’s Intellectual Property Rights; or (ii) that Tiny Fish has been grossly negligent or committed willful misconduct.

(c) Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified. The party seeking indemnification (the “Indemnitee”) shall cooperate with the other party (the “Indemnitor”) at the Indemnitor’s sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel of its choice to handle and defend the same, at the Indemnitor’s sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee’s prior written consent, which shall not be unreasonably withheld or delayed. The Indemnitee’s failure to perform any obligations under this Section will not relieve the Indemnitor of its obligations under this Section, except to the extent that the Indemnitor can demonstrate that it has been materially prejudiced as a result of such failure.

(d) Mitigation. If any of the Services are, or in Tiny Fish’s opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party intellectual property right, or if your use of the Services is enjoined or threatened to be enjoined, Tiny Fish may, at its option and sole cost and expense: (i) obtain the right for you to continue to use the Services materially as contemplated by these Terms; (ii) modify or replace the Services, in whole or in part, to seek to make the Services (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality; or (iii) by written notice to you, terminate these Terms with respect to all or part of the Services, and require you to immediately cease any use of the Services, provided that Tiny Fish will refund any pre-paid, unused fees covering the remaining Term.

(e) Sole Remedy. THIS SECTION SETS FORTH YOUR SOLE REMEDIES AND TINY FISH’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES OR ANY SUBJECT MATTER OF THESE TERMS INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

For the purposes of this Section:

“Action” means any third-party claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

“Affiliate” of a party means any other entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such party.

"Intellectual Property Rights" means all patent, copyright, trademark, trade secret, and other intellectual property rights recognized in any jurisdiction.

“Losses” means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and the costs of enforcing any right to indemnification.

“Third-Party Materials” means content, in whatever form and howsoever provided, provided by any party other than Tiny Fish.

Legal Notices / Miscellaneous

The failure of Tiny Fish to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by Tiny Fish in writing. In the event that a court of competent jurisdiction finds any provision of these Terms to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect.

Notices. Legal notices to Tiny Fish must be sent to Tiny Fish, Inc., Attn: Legal, 4410 El Camino Real, Los Altos, CA 94022, with a copy to info@tinyfish.ai. Notices to you may be given by email to the address associated with your account or by posting on the Services.

Assignment. You may not assign or transfer these Terms or any rights or obligations under these Terms, by operation of law or otherwise, without Tiny Fish's prior written consent. Tiny Fish may assign these Terms without notice or consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.

Entire Agreement. These Terms, together with any Order Form, Subscription Terms, the Privacy Policy, and any other documents expressly incorporated by reference, constitute the entire agreement between the parties regarding the subject matter and supersede all prior agreements, proposals, and communications, whether written or oral.

Dispute Resolution

(a) Governing Law. These Terms and all related matters arising out of or relating to these Terms are governed by, and construed in accordance with, the laws of the State of California, without giving effect to conflict of law principles.

(b) Arbitration. Any dispute, claim, or disagreement arising out of or relating in any way to your access to or use of the Services shall be resolved by binding arbitration, rather than in court, except that: (1) you and Tiny Fish may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (2) you or Tiny Fish may seek equitable relief in court for infringement or other misuse of intellectual property rights. The arbitration will be administered by the American Arbitration Association ("AAA") in San Francisco, California, in accordance with the AAA Commercial Arbitration Rules then in effect, by one arbitrator who will have exclusive authority to resolve any dispute. For any claim that falls within the exceptions in this Section (b)(1) and (2), the parties consent to the exclusive jurisdiction of the state and federal courts located in San Francisco, California.

(c) Waiver of Jury Trial. YOU AND TINY FISH HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. All disputes will be resolved by arbitration under these Terms, except as set out in Section (b) above.

(d) Waiver of Class and Other Relief. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS. THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS.

Force Majeure

Tiny Fish will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, pandemics and epidemics, or shortages of transportation facilities, fuel, energy, labor, or materials.

Contacting Tiny Fish

If you have any questions or concerns about the Services or these Terms, you may contact us by email at info@tinyfish.ai.